EXHIBIT 31.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      1.    I have  reviewed this  quarterly  report on Form 10-QSB of PARK HILL
CAPITAL I CORP.;

      2.    Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4.    The registrant's  other certifying  officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            (a)   Designed such disclosure  controls and  procedures,  or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure  that  material  information  relating  to  the  Issuer,   including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

            (b)   Designed such internal  control over financial  reporting,  or
caused such internal  control over financial  reporting to be designed under our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated  the   effectiveness  of  the  Issuer's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

            (d)   Disclosed in this report any change in the  Issuer's  internal
control over financial reporting that occurred during the Issuer's fourth fiscal
quarter ending February 28, 2004 that has materially affected,  or is reasonably
likely to  materially  affect,  the Issuer's  internal  control  over  financial
reporting.

      5.    The registrant's  other certifying  officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,   to  the  registrant's  auditor  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

            (a)   All  deficiencies  and  material  weaknesses  in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

            (b)   Any fraud,  whether or not material,  that involves management
or other  employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Dated:  September 19, 2005


        /s/ Francis Mailhot
        ------------------------
        Francis Mailhot,
        Chief Accounting Officer