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

                                   FORM 10-QSB

    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2004; OR


    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                          ____________ TO ____________



            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)

          ------------------------------------------------------------
          (Former name or former address, if changed since last report)

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

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

                              Joseph I. Emas, Esq.
                                 Attorney at Law
                             1224 Washington Avenue
                              Miami Beach, FL 33139

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

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

                                  COMMON STOCK
                                (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 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes  X  No
                                          ---     ---

As of October 17, 2005, there were 3,206,000 shares of the registrant's common
stock outstanding.


<PAGE>












                         PARK HILL CAPITAL I CORPORATION
                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2004
                  (Amounts Expressed in United States Dollars)


























<PAGE>












                         PARK HILL CAPITAL I CORPORATION
                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2004
                  (Amounts Expressed in United States Dollars)























<PAGE>

                                TABLE OF CONTENTS




Interim Balance Sheets                                                 1

Interim Statements of Operations                                       2

Interim Statements of Cash Flows                                       3

Interim Statements of Changes in Stockholders' Deficiency              4

Notes to Interim Financial Statements                              5 - 7





<PAGE>

<TABLE>
<CAPTION>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)

Interim Balance Sheet

As at February 28, 2004 and May 31, 2003
(Amounts expressed in United States Dollars)                                                                 Page 1
---------------------------------------------------------------------------------------------------------------------------




                                                                                   February 28,            May 31,
                                                                                       2004                 2003
                                                                                   (Unaudited)            (Audited)
                                                                                 -----------------    ------------------
<S>                                                                             <C>                   <C>
Assets


 Current
      Cash                                                                       $            535     $            535
                                                                                 -----------------    ------------------

                                                                                 $            535     $            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                                         (68,090)             (68,090)
                                                                                 -----------------    ------------------

 Total stockholders' deficit                                                               (1,750)              (1,750)
                                                                                 -----------------    ------------------

 Total liabilities and stockholders' deficiency                                  $            535     $            710
                                                                                 =================    ==================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)

Interim Statement of Operations

(Unaudited)
(Amounts expressed in United States Dollars)                                                                 Page 2
---------------------------------------------------------------------------------------------------------------------------



                                        For the Three Months                                                March 2, 1999
                                         Ended February 28                   For the Nine Months            (Inception) to
                                                                              Ended February 28              February 28,
                                                                                                                 2004
                                -----------------------------------   -----------------------------------   ---------------
                                     2004               2003               2004               2003
                                ----------------   ----------------   ----------------   ----------------   ---------------
<S>                             <C>                <C>                <C>                <C>                <C>
  Revenue                       $       -          $       -          $       -          $       -          $       -
                                ----------------   ----------------   ----------------   ----------------   ---------------

  Operating expenses

     Selling, general and
     administrative                    -                        175           -                       175            68,090
                                ----------------   ----------------   ----------------   ----------------   ---------------



  Net loss                      $          (0.00)  $           (175)  $          (0.00)  $           (175)  $        68,090
                                ================   ================   ================   ================   ===============


  Net loss per common share
  basic and diluted             $          (0.00)  $          (0.00)  $          (0.00)  $          (0.00)  $         (0.02)
                                ================   ================   ================   ================   ===============

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







<PAGE>

<TABLE>
<CAPTION>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Interim Statement of Cash Flows
For the Nine Months Period Ended February 28, 2004, February 28, 2003 and from
inception (Unaudited)

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


                                                                                                           March 2, 1999
                                                                                                            (Inception)
                                                            Nine Months Ended     Nine Months Ended              to
                                                              February 28,          February 28,            February 28,
                                                                  2004                  2003                    2003
                                                            ------------------   --------------------    -------------------
<S>                                                         <C>                   <C>                   <C>
Operating activities

     Net loss from continuing operations                    $            (0.00)  $               (175)   $           (68,090)
     Issue of common stock for service                                -                     -                         60,325
                                                            ------------------   --------------------    -------------------

Net cash used in operating activities                                    (0.00)                  (175)                (7,765)
                                                            ------------------   --------------------    -------------------

Financing activities

     Issue of common stock                                            -                     -                          3,895
     Additional paid up capital                                       -                     -                          2,220
     Increase (decrease) in loan payable                              -                     -                          2,185
                                                            ------------------   --------------------    -------------------

Net cash provided by financing activities
                                                            ------------------   --------------------    -------------------

Net increase (decrease) in cash and cash equivalent                   -                          (175)                   535


Cash and cash equivalent, beginning of period                              535                    710               -
                                                            ------------------   --------------------    -------------------

Cash and cash equivalent, end of period                     $              535   $                535    $               535
                                                            ==================   ====================    ===================


Income taxes paid                                           $         -          $          -            $          -
                                                            ==================   ====================    ===================

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

<PAGE>

<TABLE>
<CAPTION>


PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Interim Statement of Stockholders' Deficiency
For the Nine Months Period Ended February 28, 2004
(Unaudited)
 (Amounts Expressed in United States Dollars)                                                                Page 4
---------------------------------------------------------------------------------------------------------------------------

                                            Common Stock                                                         Total
                                  ---------------------------------                                         ----------------
                                                                                            Deficit
                                                                                          Accumulated
                                                                        Additional        During the
                                                                          Paid in         Development        Stockholders'
                                     Shares            Amount             Capital            Stage            Deficiency
                                  --------------   ----------------   ----------------  -----------------   ----------------
<S>                                  <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 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)
                                  --------------   ----------------   ----------------  -----------------   ----------------

  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 period ended
  February 28, 2004                     -                 -                   -         $        -          $           -
                                  --------------   ----------------   ----------------  -----------------   ----------------

  Balance February 28, 2004          3,206,000              3,206              63,134          (68,090)            (1,750)
                                  ==============   ================   ================  =================   ================
</TABLE>

<PAGE>

 PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Interim Financial Statements
February 28, 2004
(Unaudited)
(Amounts expressed in United States Dollars)                              Page 5
--------------------------------------------------------------------------------

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 Corporation 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
       Corporation 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 Corporation (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 February
       28, 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.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Interim Financial Statements
February 28, 2004
(Unaudited)
(Amounts expressed in United States Dollars)                              Page 6
--------------------------------------------------------------------------------


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.

       Fair Value of Financial Instruments

       Financial Accounting Standards Board ("FASB") issued Statement of
       Financial Accounting Standards No. 107 ("SFAS 107"), Disclosure About
       Fair Value of Financial Instruments, SFAS 107 requires disclosure of fair
       value information about financial instruments when it is practicable to
       estimate that value. The carrying amount of the Company's cash and cash
       equivalents, accounts receivable, prepaid expenses and other current
       expenses, and the current portions of accounts payable approximate their
       estimated fair values due to their short-term maturities.

       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 March 2, 1999 (inception) through
       February 28, 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 nine month period ended February 28,
       2004, the Company's financial statements do not contain any changes in
       equity that are required to be reported separately in Comprehensive
       Income.

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A Development Stage Company)
Notes to Interim Financial Statements
February 28, 2004
(Unaudited)
(Amounts expressed in United States Dollars)                              Page 7
--------------------------------------------------------------------------------



2.   Stockholder's Equity

     Authorized

     The Company is authorized to issue 25,000,000 shares of common stock at
     $0.001 par value as at February 28, 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>

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

The previous discussion and other sections of this Form 10-QSB contain
forward-looking statements that have been made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, estimates and projections about
our industry, management's beliefs and certain assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "may," and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and actual actions or results may differ materially. These
statements are subject to certain risks, uncertainties and assumptions that are
difficult to predict. The Company undertakes no obligation to update publicly
any forward-looking statements as a result of new information, future events or
otherwise, unless required by law. Readers should, however, carefully review the
risk factors included in other reports or documents filed by the Company from
time to time with the Securities and Exchange Commission.

ITEM 1.   DESCRIPTION OF BUSINESS.

       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-

<PAGE>

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.

       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

<PAGE>

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.

Competition

       The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and

<PAGE>

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 pool" companies, many
of which may have more funds available than does the Company.

RESULTS OF OPERATIONS

Three Months Ended February 28, 2004.
As of February 28, 2004, the Company remained in the development stage. As of
February 28, 2004, the Company had assets consisting of cash only in the amount
of $535.00 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.

ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls and procedures. Our chief
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a
date (the "Evaluation Date") within 90 days before the filing date of this
quarterly report, has concluded that as of the Evaluation Date, our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to us would be made known to him by others within those
entities.

         (b) Changes in internal controls. There were no changes in our internal
controls or to our knowledge, in other factors that could significantly affect
our disclosure controls and procedures subsequent to the Evaluation Date.







<PAGE>

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings
         Not applicable

Item 2.  Unregistered  Sales  of  Equity  Securities  and  Use of Proceeds.
         Not applicable

Item 3.  Defaults Upon Senior Securities
         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         None.

Item 5.  Other Information
         Not applicable

Item 6.  Exhibits

         A. Exhibits:

            31.1  Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act.

            31.2  Certification of Principal Financial and Accounting Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act.

            32.1  Certification of Chief Executive Officer Pursuant to Section
                  906 of the Sarbanes-Oxley Act.

            32.2  Certification of Principal Financial and Accounting Officer
                  Pursuant to Section 906 of the Sarbanes-Oxley Act.





<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                   PARK HILL CAPITAL I CORP.



DATE:   October 17, 2005                           /s/ Francis Mailhot
                                                   ------------------------
                                                   Francis Mailhot
                                                   Director
                                                   PARK HILL CAPITAL I CORP.