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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, 2004


                        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, 2003

                                TABLE OF CONTENTS

PAGE

                                     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



<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.


<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.


<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.


<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, 2004.


<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.


      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.


<PAGE>

      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.


<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.


<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, 2004.

As of May 31, 2004, the Company remained in the development stage. As of May 31,
2004, the Company had assets consisting of cash only in the amount of $35.00

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.

<PAGE>


ITEM 7. FINANCIAL STATEMENTS

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

Report of Independent Registered Public Accounting Firm                        1

Balance Sheets as at May 31, 2004 and May 31, 2001                             2

Statements of Operations for the years ended May 31, 2004 and May 31, 2001     3

Statements of Cash Flows for the years ended May 31, 2004 and May 31, 2001     4

Statements of Changes in Stockholders' Equity for the years ended
May 31, 2004 and May 31, 2001                                                  5

Notes to Financial Statements                                              6 - 8



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
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.


<PAGE>

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.





<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, 2004 are as follows:

<TABLE>
<CAPTION>
<S>                    <C>                   <C>
Name                   Age                   Positions Held and Tenure


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.


<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.


<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         CEO
(1)                       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.




<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, 2004
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, 2004.


                                   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.

<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 2001.
32.2  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
      Section 906 of the  Sarbanes-Oxley Act of 2001. (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,  2004,  May 31, 2004,  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.



<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, 2003, May 31, 2004, May 31, 2004 and May 31, 2005.



<PAGE>



Item 7. Financial Statements

                          Index to Financial Statements


                         PARK HILL CAPITAL I CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                  MAY 31, 2004

                  (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)




<PAGE>


                         PARK HILL CAPITAL I CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                  MAY 31, 2004
                  (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)








<TABLE>
<CAPTION>
                                TABLE OF CONTENTS



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

Balance Sheets as at May 31, 2004 and May 31, 2003                                     2

Statements of Operations for the years ended May 31, 2004 and May 31, 2003             3

Statements of Cash Flows for the years ended May 31, 2004 and May 31, 2003             4

Statements of Changes in  Stockholders'  Equity for the years ended May 31, 2004
and May 31, 2003 5 - 6

Notes to Financial Statements                                                      7 - 9
</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, 2004 and the  related  statements  of
operations and stockholders'  equity and cash flows for the years then ended May
31, 2004 and 2003.  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, 2004 and 2003 and the results of its operations and its cash flows
for each of the year ended May 31, 2004 and 2003 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  consolidated
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




[GRAPHIC OMMITTED]



<PAGE>


PARK HILL CAPITAL I CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT MAY 31, 2004 AND MAY 2003

(Amounts expressed in United States Dollars)                              PAGE 2
--------------------------------------------------------------------------------


                                                            2004          2003
                                                          --------     --------

ASSETS

CURRENT
     Cash                                                 $     35     $    535
                                                          --------     --------

                                                          $     35     $    535
                                                          ========     ========

LIABILITIES

CURRENT
     Loan payable                                         $  2,285     $  2,285
                                                          --------     --------


STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (NOTE 2)                                       3,206        3,206

ADDITIONAL PAID IN CAPITAL                                  63,134       63,134

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE           (68,590)     (68,090)
                                                          --------     --------

TOTAL STOCKHOLDERS' DEFICIT                                 (2,249)      (1,750)
                                                          --------     --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY            $     35     $    535
                                                          ========     ========




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, 2004, MAY 31, 2003 AND FROM INCEPTION

(Amounts Expressed in United States Dollars)                              PAGE 3
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                  MARCH 2, 1999
                                                                                   (INCEPTION)
                                                                                       TO
                                                                                     MAY 31,
                                                  2004              2003               2004
                                              -----------    -------------------   -----------
<S>                                           <C>            <C>                   <C>
REVENUE                                       $      --      $              --     $      --
                                              -----------    -------------------   -----------

OPERATING EXPENSES

     Selling, general and administrative              500                   --          68,590
                                              -----------    -------------------   -----------


NET LOSS                                      $      (500)   $              (175)  $   (68,590)
                                              ===========    ===================   ===========




NET LOSS PER COMMON SHARE BASIC AND DILUTED   $     (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, 2004, MAY 31, 2003 AND FROM INCEPTION

(Amounts Expressed in United States Dollars)                              PAGE 4
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                              MARCH 2, 1999
                                                                               (INCEPTION)
                                                                                    TO
                                                                                  MAY 31,
                                                        2004        2003           2004
                                                      --------    --------    -------------
<S>                                                   <C>         <C>         <C>
OPERATING ACTIVITIES

     Net loss from continuing operations              $   (500)   $   (175)   $     (68,590)
     Issue of common stock for service                    --          --             60,325
                                                      --------    --------    -------------

Net cash used in operating activities                     (500)       (175)          (8,265)
                                                      --------    --------    -------------

FINANCING ACTIVITIES

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

NET CASH PROVIDED BY FINANCING ACTIVITIES                 --          --
                                                      --------    --------    -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT       (500)       (175)              35

CASH AND CASH EQUIVALENT, BEGINNING OF YEAR                535         710             --
                                                      --------    --------    -------------

CASH AND CASH EQUIVALENT, END OF YEAR                 $     35    $    535    $          35
                                                      ========    ========    =============


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, 2004

(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               3,175,000      3,175       60,325         --          63,500
for cash and services
Feb 1999 at $0.02 per share

Common Stock issued for cash
Feb 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          2,000          2           38         --              40

Cash contribution to Capital           --         --          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)
                                 ----------  ---------   ----------  -----------  ------------

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)

Net loss  for the  year  ended
May 31, 2003                           --         --           --           (175)         (175)
                                 ----------  ---------   ----------  -----------  ------------

Balance May 31, 2003              3,206,000      3,206       63,134      (68,090)       (1,750)

Net loss for the year ended
May 31, 2004                           --         --           --           (500)         (500)
                                 ----------  ---------   ----------  -----------  ------------

Balance May 31, 2004              3,206,000      3,206       63,134      (68,590)       (2,250)
                                 ==========  =========   ==========  ===========  ============
</TABLE>


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


<PAGE>


The accompanying notes are an integral part of these financial statements.
PARK HILL CAPITAL I CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2004

(Amounts Expressed in United States Dollars)                              PAGE 7
--------------------------------------------------------------------------------


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, 2004, 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.


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, 2004

(Amounts Expressed in United States Dollars)                              PAGE 8
--------------------------------------------------------------------------------


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 May 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,  2004,  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, 2004

(Amounts Expressed in United States Dollars)                              PAGE 8
--------------------------------------------------------------------------------


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,  2004  3,206,000  shares  were  issued and
      outstanding.

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







<PAGE>



                                   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