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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Year ended May 31, 2002

                        Park Hill Capital I, Corporation

                      ------------------------------------

   NEVADA                           0-27911                     84-1491806
   ------                           -------                     ----------
  State of                         Commission                  IRS Employer
incorporation                     File Number              Identification Number

                               1 Place Ville-Marie
                                   Suite 2821
                                  Montreal, Qc
                                     H3B 4R4
             -------------------------------------------------------
                    (Address of principal executive offices)

                                Tel: 514-448-6710
                                -----------------
                           (Issuer's telephone number)
             (Exact name of registrant as specified in its charter)

      Copies of all communications, including all communications sent to the
agent for service, should be sent to:

                         Joseph I. Emas, Attorney at Law

                             1224 Washington Avenue

                           Miami Beach, Florida 33139

                             Telephone: 305.531.1174
                             -----------------------
       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

<PAGE>

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|

      State issuer's revenues for its most recent fiscal year: $0.00.

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on October 26, 2005, computed by reference to the price at which
the stock was sold on that date: $0.00

APPLICABLE ONLY TO CORPORATE REGISTRANTS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

      3,206,000 shares of Common Stock, $.001 par value, as of October 26, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

The information set forth in our definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 (the "Exchange Act") to be
filed with the Securities and Exchange Commission is incorporated herein by
reference in response to the Items in Part III.

Transitional Small Business Disclosure Format (check one)

      Yes |_| No |X|

<PAGE>

                         PARK HILL CAPITAL I CORPORATION
                              Report on Form 10KSB
                     For the Fiscal Year Ended May 31, 2002

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                  <C>
                                     PART I

Item 1.       Description of the Business.......................................      1
Item 2.       Description of the Property.......................................      7
Item 3.       Legal Proceedings.................................................      7
Item 4.       Submission of Matters to Vote of Security Holders.................      7

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters..........      8
Item 6.       Management's Discussion and Analysis..............................      8
Item 7.       Financial Statements..............................................     12
Item 8.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..............................................     12
Item 8A.      Controls and Procedures...........................................     12
Item 8B.      Other Information.................................................     13

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons......     14
Item 10.      Executive Compensation............................................     16
Item 11.      Security Ownership of Certain Beneficial Owners and Management....     17
Item 12.      Certain Relationships and Related Transactions....................     17

                                     PART IV

Item 13.      Exhibits and Reports on Form 8-K..................................     18
Item 14.      Principal Accountant Fees and Services............................     18

Signatures    ..................................................................     21
</TABLE>

<PAGE>

Forward-Looking Statements

      In addition to historical information, this Annual Report on Form 10-KSB
contains forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in these forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date hereof. We
undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements. Readers should carefully review
the information described herein and in other documents we file from time to
time with the Securities and Exchange Commission, including the Quarterly
Reports on Form 10-QSB to be filed by us in fiscal year 2005.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

                               SUMMARY INFORMATION

This summary highlights important information about our company and business.
Because it is a summary, it may not contain all of the information that is
important to you. To understand this offering fully, you should read this entire
report on Form 10-KSB and the financial statements and related notes included in
this report on Form 10-KSB carefully. Unless the context requires otherwise,
"we," "us," "our", " and the "company" and similar terms refer to PARK HILL
CAPITAL I CORPORATION, and our subsidiaries collectively, while the term "Park
Hill " refers to PARK HILL CAPITAL I CORPORATION in its corporate capacity.

General

      Park Hill Capital I Corp. (the "Company") was incorporated under the laws
of the State of Nevada on March 2, 1999, and is in the developmental stage. For
the period of inception in 1999 through date hereof, the Company had no revenues
or business. The Company has no commercial operations as of date hereof. The
Company has no full-time employees and owns no real estate.

      The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has no capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term ear earnings.

      As of the date herein, the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. It is
anticipated that the Company's officers and directors will continue to initiate
contacts with securities broker-dealers and other persons with whom they are
acquainted who are involved in corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses they
represent have an interest in considering a merger or acquisition with the
Company. No assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, given the limited funds
that are available for acquisitions, or that any acquisition that occurs will be
on terms that are favorable to the Company or its stockholders.


                                       1
<PAGE>

      The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on an exchange such as the American or Pacific Stock Exchange. The Company
anticipates that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses or low profitability.

      The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

      As a consequence of the Company's registration of its securities under the
Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result of the transaction. In connection with such an
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling
shareholders.

      It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Form of Acquisition

      It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to, share exchanges, mergers, agreements for
purchase of and sale of stock or assets, leases, licenses, joint ventures and
other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company following a reorganization transaction. As part of such a
transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.


                                       2
<PAGE>

      It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of more than 80% of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders.

      It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

      The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

      As a general matter, the Company anticipates that it will enter into a
letter of intent with the management, principals or owners of a prospective
business opportunity prior to signing a binding agreement.

      Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business opportunity to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor the business opportunity will be bound to consummate the acquisition unless
and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.

      It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.


                                       3
<PAGE>

Effective June 15, 2005, Mr. Frank Kramer and Ms. Debrorah Salerno resigned as
officers and directors of Park Hill Capital I Corp. and appointed Mr. Francis
Mailhot as a director of Park Hill Capital I Corp. Mr. Francis Mailhot has been
appointed as President and CEO of Park Hill Capital I Corp.

Competition

      The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind

Employees

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate, even within the next twelve months, a
need to engage any full-time employees.

ITEM 2. DESCRIPTION OF PROPERTY

The Company currently maintains a mailing address at 1 Place Ville-Marie Suite
2821, Montreal, Quebec, Canada H3B 4R4. Other than this mailing address, the
Company does not currently maintain any other office facilities, and does not
anticipate the need for maintaining office facilities at any time in the
foreseeable future. The Company pays no rent or other fees for the use of this
mailing address.

The Company currently has no investments in real estate, real estate mortgages,
or real estate securities, and does not anticipate making any such investments
in the future. However, the policy of the Company with respect to investment in
real estate assets could be changed in the future without a vote of security
holders.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending material legal proceedings and are not aware
of any threatened or contemplated proceeding by any governmental authority
against the Company or its subsidiaries. Notwithstanding, from time to time, the
Company is subject to legal proceedings and claims in the ordinary course of
business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended May 31, 2002.


                                       4
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is not currently a public trading market for the Company's securities.
Such securities are currently held of record by a total of approximately 36
persons.

No dividends have been declared or paid on the Company's securities, and it is
not anticipated that any dividends will be declared or paid in the foreseeable
future.

Dividend Policy

We have never paid any cash dividends on our common shares, and we do not
anticipate that we will pay any dividends with respect to those securities in
the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion development of our business. Any future
determination to pay cash dividends will be at the discretion of our board of
directors, and will be dependent upon our financial condition, results of
operations, capital requirements and other factors as our board may deem
relevant at that time.

Recent Sales of Unregistered Securities

None.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with, and is qualified in
its entirety by, our financial statements and the notes thereto and other
financial information included elsewhere in this Annual Report on Form 10-KSB.
This Annual Report, including the following Management's Discussion and
Analysis, and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain
forward-looking statements which are intended to convey our expectations or
predictions regarding the occurrence of possible future events or the existence
of trends and factors that may impact our future plans and operating results.
These forward-looking statements are derived, in part, from various assumptions
and analyses we have made in the context of our current business plan and
information currently available to us and in light of our experience and
perceptions of historical trends, current conditions and expected future
developments and other factors we believe to be appropriate in the
circumstances. You can generally identify forward-looking statements through
words and phrases such as "seek", "anticipate", "believe", "estimate", "expect",
"intend", "plan", "budget", "project", "may be", "may continue", "may likely
result", and similar expressions. When reading any forward-looking statement you
should remain mindful that all forward-looking statements are inherently
uncertain as they are based on current expectations and assumptions concerning
future events or future performance of our company, and are subject to risks,
uncertainties, assumptions and other factors relating to our industry and
results of operations.

Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

Each forward-looking statement should be read in context with, and with an
understanding of, the various other disclosures concerning our company and our
business made in our Filings. You should not place undue reliance on any
forward-looking statement as a prediction of actual results or developments. We
are not obligated to update or revise any forward-looking statement contained in
this report to reflect new events or circumstances unless and to the extent
required by applicable law.


                                       5
<PAGE>

      Park Hill Capital I Corp. (the "Company") was incorporated under the laws
of the State of Nevada on March 2, 1999, and is in the developmental stage. For
the period of inception in 1999 through date hereof, the Company had no revenues
or business. The Company has no commercial operations as of date hereof. The
Company has no full-time employees and owns no real estate.

      The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has no capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term ear earnings.

      As of the date herein, the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. It is
anticipated that the Company's officers and directors will continue to initiate
contacts with securities broker-dealers and other persons with whom they are
acquainted who are involved in corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses they
represent have an interest in considering a merger or acquisition with the
Company. No assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, given the limited funds
that are available for acquisitions, or that any acquisition that occurs will be
on terms that are favorable to the Company or its stockholders.

      The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on an exchange such as the American or Pacific Stock Exchange. The Company
anticipates that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses or low profitability.

      The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

      As a consequence of the Company's registration of its securities under the
Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result of the transaction. In connection with such an
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling
shareholders.


                                       6
<PAGE>

      It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Form of Acquisition

      It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to, share exchanges, mergers, agreements for
purchase of and sale of stock or assets, leases, licenses, joint ventures and
other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company following a reorganization transaction. As part of such a
transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.

      It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of more than 80% of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders.

      It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

      The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.


                                       7
<PAGE>

      As a general matter, the Company anticipates that it will enter into a
letter of intent with the management, principals or owners of a prospective
business opportunity prior to signing a binding agreement.

      Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business opportunity to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor the business opportunity will be bound to consummate the acquisition unless
and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.

      It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

RESULTS OF OPERATIONS

Year Ended May 31, 2002.

As of May 31, 2002, the Company remained in the development stage. As of May 31,
2002, the Company had assets consisting of cash only in the amount of $710.00

The Company's independent accountants are including a "going concern" paragraph
in their accountants' report accompanying these financial statements that
cautions the users of the Company's financial statements that these statements
do not include any adjustments that might result from the outcome of this
uncertainty because the Company is a development stage enterprise that has not
commenced its planned principal operations.

ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
When preparing our financial statements, we make estimates and judgments that
affect the reported amounts on our balance sheets and income statements, and our
related disclosure about contingent assets and liabilities. We continually
evaluate our estimates, including those related to revenue, allowance for
doubtful accounts, reserves for income taxes, and litigation. We base our
estimates on historical experience and on various other assumptions, which we
believe to be reasonable in order to form the basis for making judgments about
the carrying values of assets and liabilities that are not readily ascertained
from other sources. Actual results may deviate from these estimates if
alternative assumptions or condition are used.


                                       8
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

See "Index to Financial Statements" for a description of the financial
statements included in this Form 10-KSB.

<TABLE>
<S>                                                                                <C>
Report of Independent Registered Public Accounting Firm                                1

Balance Sheets as at May 31, 2002 and May 31, 2001                                     2

Statements of Operations for the years ended May 31, 2002 and May 31, 2001             3

Statements of Cash Flows for the years ended May 31, 2002 and May 31, 2001             4

Statements of Changes in Stockholders' Equity for the years ended May 31, 2002
and May 31, 2001                                                                       5

Notes to Financial Statements                                                      6 - 8
</TABLE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation
of our management, including our Principal Executive Officer and Chief
Accounting Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the Principal Executive Officer and Chief
Accounting Officer concluded that our disclosure controls and procedures are
adequate to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. In the event we
find, in our ongoing review of our controls and procedures, that there factors
that materially impact the fairness or reliability of underlying financial
statements, we will file an amendment to this Form 10-KSB.

There were no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their evaluation.

While we believe our disclosure controls and procedures and our internal control
over financial reporting are adequate, no system of controls can prevent all
error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's
objectives will be met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been


                                       9
<PAGE>

detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with its policies or
procedures. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

ITEM 8B. OTHER INFORMATION

None.


                                       10
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The directors and executive officers serving Park Hill Capital I Corporation at
the time of the year ended May 31, 2002 are as follows:

<TABLE>
<CAPTION>
Name                   Age                      Positions Held and Tenure
<S>                    <C>                      <C>
Frank L. Kramer        62 (as of May 2005)      President, and a Director since March, 1999.

Deborah A. Salerno     51 (as of May 2005)      Secretary/Treasurer, and a Director since March, 1999.
</TABLE>

The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer.

The directors and officers will devote their time to the Company's affairs on an
"as needed" basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall within the range of five to ten hours per month.

Biographical Information

FRANK L. KRAMER

Frank Lloyd Kramer, President and a director, obtained his BS in Business
Administration from Louisiana State University in 1964. From 1968 through 1981,
then from 1987 to 1990, Mr. Kramer was employed by New York Life Insurance
Company in various positions, including agent, sales manager and general
manager. From 1981 to 1987, and from 1990 to present, he has been self-employed
as a private investor and financial consultant in the Denver area assisting
companies in obtaining financing for their business operations.

DEBORAH A. SALERNO

Deborah A. Salerno, the Company's Secretary/Treasurer and a director, is
president (and owner) of DAS Consulting, Inc., a private corporation located in
New York City, providing financial consulting services to corporations since
1988.

Ms. Salerno, who attended Pace University, has also been employed as a trader in
the over-the-counter market. (Greentree Securities, October, 1986 through March,
1987); and as Vice President and Syndicate Manager (Yves Hentic & Company, Inc.,
Jersey City, New Jersey, 1985 through 1986). She was also involved with the risk
arbitrage market from 1978 through 1985, and was Vice President of Bodkin
Securities (1980 through 1985) and Assistant Options P&S Manager for Ivan F.
Boesky, from 1978 through 1980.


                                       11
<PAGE>

Compliance With Section 16(a) of the Exchange Act.

The Company's officers and directors, Frank L. Kramer and Deborah A. Salerno,
and a third individual, John P. O'Shea who is a principal shareholder of the
Company, were each required to file an Initial Statement of Beneficial Ownership
of Securities on Form 3 at the time of the registration of the Company's
securities under Section 12(g) of the Exchange Act. These Forms 3 were not
timely filed.

Effective June 15, 2005, Mr. Frank Kramer and Ms. Debrorah Salerno resigned as
officers and directors of Park Hill Capital I Corp. and appointed Mr. Francis
Mailhot as a director of Park Hill Capital I Corp. Mr. Francis Mailhot has been
appointed as President and CEO of Park Hill Capital I Corp.

Francis Mailhot, Director

Francis Mailhot, past chairman of the Bord of Directors and President of the
Company, is the Managing Director at Finkelstein Capital Inc, a Mergers &
Acquisition boutique firm specialized in the smallcap market. Mr. Mailhot was
President and CEO of Park Hill Horizon a US reporting corporation, to coordinate
the reverse merger with Dairy Fresh Farms Inc. He was also President and CEO of
Millennium Capital Ventures Holdings Inc. during the merger with Nuevo Financial
Inc.(Formerly Telediscount Communications Inc.) a New York based corporation and
was President and CEO of OSK Capital III during the merger with Ideal Medical
Inc. a Houston , Texas based corporation. Prior to that he was a key player in
coordinating many deals in the smallcap market. He was also instrumental in
helping companies positioning themselves for new round of financing. Mr Mailhot
has also operated businesses in the telecom industry in the 90's. He pursued his
studies in finance at Montreal's Hautes Etudes Commerciales (HEC) from 1991 to
1994 and is an active participant to the New York Capital Roundtable and also a
member of the Canadian Association of New York.

Board of Directors Committees and Other Information

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. Officers are
appointed by and serve at the discretion of the Board of Directors.

The Board of Directors currently has no committees. As and when required by law,
it will establish Audit Committee and a Compensation Committee. The Audit
Committee will oversee the actions taken by our independent auditors and review
our internal financial and accounting controls and policies. The Compensation
Committee will be responsible for determining salaries, incentives and other
forms of compensation for our officers, employees and consultants and will
administer our incentive compensation and benefit plans, subject to full board
approval. The Audit Committee Charter and the Compensation Committee Charter as
attached hereto as Exhibit to this filing. The functions of the Audit Committee
and the Compensation Committee are currently performed by the Board of
Directors.

Director Compensation

Our directors do not receive cash for their service as directors. The Company
does not provide additional compensation for committee participation or special
assignments of the Board of Directors, but may enter into separate consulting
agreements with individual directors at times.

                    Indemnification of Officers and Directors

As permitted by Nevada law, Brampton Crest International, Inc.'s Amended and
Restated Articles of Incorporation provide that Brampton Crest International,
Inc. will indemnify its directors and officers against expenses and liabilities
they incur to defend, settle, or satisfy any civil or criminal action brought
against them on account of their being or having been Company directors or
officers unless, in any such action, they are adjudged to have acted with gross
negligence or willful misconduct.


                                       12
<PAGE>

Pursuant to the foregoing provisions, Brampton Crest International, Inc. has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

Pursuant to the Nevada Business Corporation Act, Brampton Crest International,
Inc.'s Amended and Restated Articles of Incorporation exclude personal liability
for its directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of the Nevada
Business Corporation Act, or any transaction from which a director receives an
improper personal benefit. This exclusion of liability does not limit any right
that a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Item 10. Executive Compensation

      The following table sets forth information with respect to compensation
paid by the Company to the President and compensation to named executive
officer's that exceeds $100,000:

<TABLE>
<CAPTION>
                           Annual Compensation                      Long Term Compensation
                           -------------------                      ----------------------

                                                   Other Annual     Restricted Stock   Options/   LTIP          All Other
Name           Title       Year    Salary   Bonus   Compensation    Awarded            SARs (#)   payouts ($)   Compensation
----           -----       ----    ------   -----   ------------    -------            --------   -----------   ------------
<S>            <C>         <C>     <C>      <C>     <C>             <C>                <C>        <C>           <C>
Francis        President   2005    0        0       0               0                  0          0             0
Mailhot        CEO

Frank          President   2005    0        0       0               0                  0          0             0
Kramer (1)     CEO         2004    0        0       0               0                  0          0             0
                           2003    0        0       0               0                  0          0             0
                           2002    0        0       0               0                  0          0             0
                           2001    0        0       0               0                  0          0             0
Debrorah       Director    2005    0        0       0               0                  0          0             0
Salerno                    2004    0        0       0               0                  0          0             0
                           2003    0        0       0               0                  0          0             0
                           2002    0        0       0               0                  0          0             0
                           2001    0        0       0               0                  0          0             0
</TABLE>

(1) Effective June 15, 2005, Mr. Frank Kramer and Ms. Debrorah Salerno resigned
as officers and directors of Park Hill Capital I Corp. and appointed Mr. Francis
Mailhot as a director of Park Hill Capital I Corp. Mr. Francis Mailhot has been
appointed as President and CEO of Park Hill Capital I Corp.

The Company does not have a bonus or stock option plan at this time. Officers
and directors are elected annually.


                                       13
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The following table shows our common stock beneficially owned as of May 31, 2002
by:

o     each person who is known by us to beneficially own 5% or more of our
      outstanding common stock;
o     each of our executive officers named in the Summary Compensation Table;
o     each of our directors; and
o     all of our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person, we have included shares for which the named
person has sole or shared power over voting or investment decisions. The number
of shares beneficially owned includes common stock that the named person has the
right to acquire, through conversion or option exercise or otherwise, within 60
days after May 31, 2002.

                                        Number of             Percentage of
Name and Address                          Shares                 Shares
                                  Beneficially Owned (1)  Beneficially Owned (1)

Name and                             Number of Shares          Percent of
Address                             Owned Beneficially         Class Owned

Frank L. Kramer (F1)
5330 E. 17th Ave. Parkway
Denver, Colorado 80220                  1,150,000(F2)             35.87%

Deborah A. Salerno(F1)
355 South End, 22B
New York, NY 10280                          1,000,000             31.19%

John P. O'Shea
355 South End Ave.
New York, NY 10280                          1,000,000             31.19%

All directors and executive
officers (2 persons)                        2,150,000             67.06%

(F1) The person listed is an officer, a director, or both, of the Company.

(F2) Includes 150,000 shares owned by Mr. Kramer's spouse, of which Mr. Kramer
may be deemed to be the beneficial owner.

(1)Based on a total of an aggregate of 3,206,000 issued and outstanding shares
of common stock

Item 12. Certain Relationships and Related Transactions

None.


                                       14
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS

(a) The Exhibits listed below are filed as part of this Annual Report.

3.1 Articles of Incorporation (incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange Commission on
November 2, 1999)

3.2 Bylaws (incorporated by reference from Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on November 2, 1999).

14.1 Code of Ethics.

23.1 Consent of Registered Public Accounting Firm.

31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities
Exchange Act of 1934, as amended.

31.2 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities
Exchange Act of 1934, as amended.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

(b) No reports on Form 8-K were filed by the Company during the last quarter of
its fiscal year ending May 31, 2005.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Schwartz Levitsky Feldman LLP audited the Company's annual financial statements
for the fiscal years ended May 31, 2001, May 31, 2002, May 31, 2003, May 31,
2004 and May 31, 2005 in 2005 and charged an aggregate fee.

For Years Ended May 31, 2001, 2002, 2003, 2004 and 2005.

Audit Fees

The aggregate fees billed by Schwartz Levitsky Feldman LLP for audit of the
Company's annual financial statements were $6,000CAD in the aggregate for the
fiscal years ended May 31, 2001, May 31, 2002, May 31, 2003, May 31, 2004 and
May 31, 2005.

Audit-Related Fees

Schwartz Levitsky Feldman LLP did not bill the Company any amounts for assurance
and related services that were related to its audit or review of the Company's
financial statements during the fiscal years ending May 31, 2001, May 31, 2002,
May 31, 2003, May 31, 2004 and May 31, 2005.


                                       15
<PAGE>

Tax Fees

Schwartz Levitsky Feldman LLP did not bill the Company any amounts for tax
compliance, advice and planning that were related to its audit or review of the
Company's financial statements during the fiscal years ending May 31, 2001, May
31, 2002, May 31, 2003, May 31, 2004 and May 31, 2005.

All Other Fees

Schwartz Levitsky Feldman LLP did not bill the Company any amounts for any
products and services other than the foregoing that were related to its audit or
review of the Company's financial statements during the fiscal years ending May
31, 2001, May 31, 2002, May 31, 2003, May 31, 2004 and May 31, 2005.


                                       16
<PAGE>

Item 7. Financial Statements

                          Index to Financial Statements

                         PARK HILL CAPITAL I CORPORATION
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                                  MAY 31, 2002
                  (Amounts Expressed in United States Dollars)

<PAGE>

                         PARK HILL CAPITAL I CORPORATION
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                                  MAY 31, 2002
                  (Amounts Expressed in United States Dollars)

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
Report of Independent Registered Public Accounting Firm                                1

Balance Sheets as at May 31, 2002 and May 31, 2001                                     2

Statements of Operations for the years ended May 31, 2002 and May 31, 2001             3

Statements of Cash Flows for the years ended May 31, 2002 and May 31, 2001             4

Statements of Changes in Stockholders' Equity for the years ended May 31, 2002
and May 31, 2001                                                                       5

Notes to Financial Statements                                                      6 - 8
</TABLE>

<PAGE>

Schwartz Levitsky Feldman  LLP
COMPTABLES AGREES
CHARTERED ACCOUNTANTS
MONTREAL, TORONTO, OTTAWA

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Stockholders of
Park Hill Capital I Corporation
(A Development Stage Company)

We have audited the balance sheets of Park Hill Capital I Corporation (A
Development Stage Company) as at May 31, 2002 and the related statements of
operations and stockholders' equity and cash flows for the years then ended May
31, 2002 and 2001. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board in the United States. Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Park Hill Capital I Corporation
as at May 31, 2002 and 2001 and the results of its operations and its cash flows
for each of the year ended May 31, 2002 and 2001 in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As outlined in note 1 to the financial
statements, the company has no established source of revenue and has not
commenced any commercial operations. This raises substantial doubt that its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Montreal, Quebec
August 17, 2005                                            Chartered Accountants

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Balance Sheet
As at May 31, 2002 and May 31, 2001
(Amounts expressed in United States Dollars)                              Page 2
--------------------------------------------------------------------------------

                                                          2002           2001
                                                        --------       --------

Assets

Current
     Cash                                               $    710       $     34
                                                        --------       --------

                                                        $    710       $     34
                                                        ========       ========

Liabilities

Current
     Loan Payable                                          2,285            100
                                                        --------       --------

                                                        $  2,285       $    100
                                                        ========       ========

Stockholders' Deficiency

Capital stock (note 2)                                     3,206          3,206

Additional paid in capital                                63,134         63,134

Deficit accumulated during the development stage         (67,915)       (65,406)
                                                        --------       --------

Total stockholders' deficit                               (1,575)           (66)
                                                        --------       --------

Total liabilities and stockholders' deficiency          $    710       $     34
                                                        ========       ========

Approved on behalf of the board:


                                             Director
--------------------------------------------


                                             Director
--------------------------------------------

The accompanying notes are an integral part of these financial statements.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Statement of Operations
For the Years Ended May 31, 2002, May 31, 2001 and From Inception
(Amounts Expressed in United States Dollars)                              Page 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         March 2 1999
                                                                                        (Inception) to
                                                                                             May 31,
                                                      2002               2001                 2002
                                                ---------------     ---------------     ---------------
<S>                                             <C>                 <C>                 <C>
Revenue                                         $            --     $            --     $            --
                                                ---------------     ---------------     ---------------

Operating expenses

     Selling, general and administration                  1,509               1,334              67,915
                                                ---------------     ---------------     ---------------

Net loss                                        $        (1,509)    $        (1,334)            (67,915)
                                                ===============     ===============     ===============

Net loss per common share                       $         (0.00)    $         (0.00)    $         (0.02)
                                                ===============     ===============     ===============

Weighted average number of common shares
used in calculation                                   3,206,000           3,206,000           3,206,000
                                                ===============     ===============     ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Statement of Cash Flows
For the Years Ended May 31, 2002, May 31, 2001 and From Inception
(Amounts Expressed in United States Dollars)                              Page 4
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   March 2, 1999
                                                                                                    (Inception)
                                                                                                        to
                                                                                                      May 31,
                                                                  2002               2001               2002
                                                             --------------     --------------     --------------
<S>                                                          <C>                <C>                <C>
Operating activities

     Net loss from continuing operations                     $       (1,509)    $       (1,334)    $      (67,915)
     Issue of common stock for service                                                                     60,325

                                                             --------------     --------------     --------------

Net cash used in operating activities                                (1,509)            (1,334)            (7,590)
                                                             --------------     --------------     --------------

Financing activities

     Issue of common stock                                               --                 --              3,795
      Additional paid in capital                                                                            2,220
     Increase in loan payable                                         2,185                100              2,285
                                                             --------------     --------------     --------------

Net cash provided by financing activities                             2,185                100              8,300
                                                             --------------     --------------     --------------

Net increase (decrease) in cash and cash equivalent                     676             (1,234)    $          710

Cash and cash equivalent, beginning of year                              34              1,268                 --
                                                             --------------     --------------     --------------

Cash and cash equivalent, end of year                        $          710     $           34     $          710
                                                             ==============     ==============     ==============

Income taxes paid                                            $           --     $           --     $           --
                                                             ==============     ==============     ==============
Interest paid                                                $           --     $           --     $           --
                                                             ==============     ==============     ==============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficiency
For the year ended May 31, 2002
(Amounts Expressed in United States Dollars)                              Page 5
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            Common Stock                                                    Total
                                    -----------------------------                                        ------------
                                                                                         Deficit
                                                                                       Accumulated
                                                                      Additional       During the
                                                                        Paid in        Development       Stockholders'
                                       Shares           Amount          Capital           Stage           Deficiency
                                    ------------     ------------     ------------     ------------      ------------
<S>                                    <C>                  <C>             <C>             <C>                <C>
Common Stock issued for cash
and services February 1999
at $0.02 per share                     3,175,000            3,175           60,325               --            63,500

Common Stock issued for cash
February 1999 at $0.02 per
share                                     29,000               29              551               --               580

Net loss for the the period
ended May 31, 1999                            --               --               --          (60,865)          (60,865)
                                    ------------     ------------     ------------     ------------      ------------

Balance May 31, 1999                   3,204,000            3,204           60,876          (60,865)            3,215

Common Stock issued for cash
June 1999 at $0.02 per share                  --                2               38               --                40

Cash contribution to Capital               2,000               --            2,220               --             2,220

Net loss for the year ended
May 31, 2000                                  --               --               --           (4,207)           (4,207)
                                    ------------     ------------     ------------     ------------      ------------

Balance, May 31, 2000                  3,206,000            3,206           63,134          (65,072)            1,268

Net loss for the year ended
May 31, 2001                                  --               --               --           (1,334)           (1,334)

Cash Contribution to Capital                  --               --               --               --                --

Balance May 31, 2001                   3,206,000            3,206           63,134          (66,406)              (66)
Net loss for the year ended
May 31, 2002                                  --               --               --           (1,509)           (1,509)
                                    ------------     ------------     ------------     ------------      ------------

Balance May 31, 2002                   3,206,000            3,206           63,134          (67,915)           (1,575)
                                    ============     ============     ============     ============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Financial Statements
May 31, 2002
(Amounts Expressed in United States Dollars)                              Page 6
--------------------------------------------------------------------------------

1.    Summary of significant accounting policies

      Going Concern

      The accompanying financial statements have been prepared in conformity
      with generally accepted accounting principles, which contemplate
      continuation of the Company as a going concern. However, the Company was
      only recently formed, has incurred losses since its inception and has not
      yet been successful in establishing profitable operations. These factors
      raise substantial doubt about the ability of the Company to continue as a
      going concern.

      In this regard, management is proposing to raise any necessary additional
      funds not provided by operations through additional sales of its common
      stock. There is no assurance that the Company will be successful in
      raising this additional capital or achieving profitable operations. The
      financial statements do not include any adjustments that might result from
      the outcome of these uncertainties.

      Development Stage Company

      Park Hill Capital I Corp. has been in the development stage since its
      formation on March 2, 1999. Planned principal operations have not
      commenced since then and the company has not generated any revenue.

      Financial Statement Presentation

      This summary of significant accounting policies of Park Hill Capital I
      Corp. is presented to assist in understanding of the Company financial
      statements. The financial statements and notes are representations of the
      Company's management who is responsible for their integrity and
      objectivity. These accounting policies conform to U.S. generally accepted
      accounting principles and have been consistently applied in the
      preparation of the financial statements, which are stated in the U.S.
      Dollars.

      Organization and Business Operations

      Park Hill Capital I Corp. (the "Company") was incorporated in the State of
      Nevada on March 2, 1999 to serve as a vehicle to effect a merger, exchange
      of capital stock, asset acquisition or other business combination with a
      domestic or foreign private business. As of May 31, 2002, the Company did
      not commence any formal business operations. Therefore, all the activities
      to date relate to the Company's organization. The Company's fiscal year
      end is May 31.

      The Company's ability to commence operations is contingent upon its
      ability to identify a prospective target business and raise the capital it
      will require through the issuance of equity securities, debt securities,
      bank borrowings or a combination thereof.

      Use of Estimates

      The preparation of the financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Financial Statements
May 31, 2002
(Amounts Expressed in United States Dollars)                              Page 7
--------------------------------------------------------------------------------

1.    Summary of significant accounting policies (continued)

      Cash and Cash Equivalents

      For purposes of reporting the statement of cash flows, cash and cash
      equivalents include highly liquid investments with maturity of three
      months or less at the time of purchase.

      Earnings (loss) Per Share

      Earnings (loss) per share of common stock is computed by dividing the net
      loss by the weighted average number of common shares outstanding during
      the year. Fully diluted earnings per share are not presented because they
      are anti-dilutive.

      Income Taxes

      The Company accounts for income taxes under the Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109").
      Under SFAS 109, deferred tax assets and liabilities are recognized for the
      future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years
      in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities of a change in
      tax rates is recognized in income in the period that includes the
      enactment date. There were no current or deferred income tax expense or
      benefits due to the fact that the Company did not have any material
      operations for the period from May 26, 1999 (inception) through December
      31, 2004.

      Consideration of other Comprehensive Income Items

      SFAF 130 - Reporting Comprehensive Income, requires companies to present
      Comprehensive Income (consisting primarily of net income plus other direct
      equity changes and credits) and its components as part of the basic
      financial statements. For the year ended May 31, 2001, the Company's
      financial statements do not contain any changes in equity that are
      required to be reported separately in Comprehensive Income.

2.    Recently issued accounting policies

      SFAS No. 149 - Amendment of statement 133 on derivative instruments and
      hedging activities. This statement amends and clarifies financial
      accounting and reporting for derivative instruments embedded in other
      contracts (collectively referred to as derivatives) and for hedging
      activities under FASB 133 accounting for derivative instruments and
      hedging activities.

      SFAS No. 150 - Accounting for certain financial instruments with
      characteristics of both liabilities and equity. This statement establishes
      standards for how an issuer classifies and measures certain financial
      instruments with characteristics of both liabilities and equity.

      SFAS No. 151 - "Inventory Costs, an Amendment of ARB No. 43, Chapter 4."
      SFAS No. 151 retains the general principle of ARB No. 43, Chapter 4,
      "Inventory Pricing," that inventories are presumed to be stated at cost;
      however, it amends ARB No. 43 to clarify that abnormal amounts of idle
      facilities, freight, handling costs and spoilage should be recognized as
      current period expenses. Also, SFAS No. 151 requires fixed overhead costs
      be allocated to inventories based on normal production capacity. The
      guidance in SAFS No. 151 is effective for inventory costs incurred during
      fiscal years beginning after June 15, 2005.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Financial Statements
May 31, 2002
(Amounts Expressed in United States Dollars)                              Page 8
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2.    Recently issued accounting policies (continued)

      SFAS 123 (Revised) - "Share Based Payment," which will require the Company
      to measure the cost of employee services received in exchange for an award
      of equity instruments based on the grant-date fair value of the award.
      That cost will be recognized over the period during, which an employee is
      required to provide service in exchange for the award-the requisite
      service period. No compensation cost is recognized for equity instruments
      for which employees do not render the requisite service. The grant-date
      fair value of employee share options and similar instruments will be
      estimated using option-pricing models adjusted for the unique
      characteristics of those instruments. SFAS No. 123 (Revised) eliminates
      the use of APB Opinion No. 25. SFAS No. 123 (Revised) is effective for the
      first interim or annual reporting period that begins after December 15,
      2005. Early adoption for interim or annual periods for which financial
      statements or interim reports have not been issued is encouraged.

      SFAS 152 - In December 2004, the FASB issued SFAS No. 152 "Accounting for
      Real Estate Time-Sharing Transactions - an amendment of FASB Statements
      No. 66 and 67" ("SFAS 152"). This statement amends FASB Statement No. 66
      "Accounting for Sales of Real Estate" to reference the financial
      accounting and reporting guidance for real estate time-sharing
      transactions that is provided in AICPA Statement of Position 04-2
      "Accounting for Real Estate Time-Sharing Transactions" ("SOP 04-2"). SFAS
      152 also amends FASB Statement No. 67 "Accounting for Costs and Initial
      Rental Operations of Real Estate Projects" to state that the guidance for
      incidental operations and costs incurred to sell real estate projects does
      not apply to real estate time-sharing transactions, with the accounting
      for those operations and costs being subject to the guidance in SOP 04-2.
      The provisions of SFAS 152 are effective in fiscal years beginning after
      June 15, 2005.

3.    Stockholder's Equity

      Authorized

      The Company is authorized to issue 25,000,000 shares of common stock at
      $0.001 par value as at May 31, 2002 3,206,000 shares were issued and
      outstanding.

      There are no warrants or options outstanding to issue any additional
      shares of common stock.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Park Hill Capital I Corporation, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                 PARK HILL CAPITAL I CORPORATION


                                                          By /s/ Francis Mailhot
                                                  ------------------------------
                                                     Principal Executive Officer
                                                          Date: October 28, 2005


                                                          By /s/ Francis Mailhot
                                                  ------------------------------
                                                        Chief Accounting Officer
                                                          Date: October 28, 2005

In accordance with the Exchange Act , the report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.


                                                          By /s/ Francis Mailhot
                                                  ------------------------------
                                                                        Director
                                                          Date: October 28, 2005


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