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, 2002; 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:

<PAGE>

                                  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 September 19, 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, 2002
                  (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)




<PAGE>




                         PARK HILL CAPITAL I CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2002
                  (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' Equity                          4

Notes to Interim Financial Statements                                      5 - 6


<PAGE>

<TABLE>
<CAPTION>
PARK HILL CAPITAL I CORPORATION
(A DEVELOPMENT STAGE COMPANY)

INTERIM BALANCE SHEET

As at February 28, 2002 and May 31, 2001

(Amounts expressed in United States Dollars)                                    PAGE 1
======================================================================================

                                                      FEBRUARY 28,         MAY 31,
                                                          2002              2001
                                                      (UNAUDITED)         (AUDITED)
                                                   ----------------   ----------------
<S>                                                <C>                <C>
 ASSETS


 Current
      Cash                                         $            795   $             34
      Loan receivable                                                               --
                                                   ----------------   ----------------
                                                   $            795   $             34
                                                   ================   ================
 LIABILITIES

 CURRENT
      Shareholder Loan                             $          2,285   $            100
                                                   ----------------   ----------------

 STOCKHOLDERS' DEFICIENCY

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

 ADDITIONAL PAID IN CAPITAL                                  63,134             63,134

Deficit accumulated during the development stage            (67,830)           (66,406)
                                                   ----------------   ----------------
 Total stockholders' deficit                                 (1,490)               (66)
                                                   ----------------   ----------------
 Total liabilities and stockholders' deficiency    $            795   $             34
                                                   ================   ================
</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
===========================================================================================================================

                                                                                                            MARCH 2, 1999
                                                                                                             (INCEPTION)
                                                                                                                  TO
                                         FOR THE THREE MONTHS                  FOR THE NINE MONTHS           FEBRUARY 28,
                                          ENDED FEBRUARY 28                     ENDED FEBRUARY 28                2002
                                  ---------------------------------   -----------------------------------   ---------------
                                     2002               2001               2002               2001
                                  --------------   ----------------   ----------------   ----------------   ---------------
<S>                               <C>              <C>                <C>                <C>                <C>
  REVENUE                         $           --   $             --   $             --   $             --   $            --
                                  --------------   ----------------   ----------------   ----------------   ---------------
  OPERATING EXPENSES

     Selling, general and
     administrative                          150                150              1,424              1,225            67,830
                                  --------------   ----------------   -----------------------------------   ---------------
  Net loss                        $         (150)  $           (150)  $         (1,424)  $         (1,225)  $       (67,830)
                                  ==============   ================   ================   ================   ===============
  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, 2002,
February 28, 2001 and from inception
(UNAUDITED)
(Amounts Expressed in United States Dollars)                                                       PAGE 3
=========================================================================================================

                                                                                          MARCH 2, 1999
                                                   NINE MONTHS ENDED  NINE MONTHS ENDED  (INCEPTION) TO
                                                     FEBRUARY 28,         FEBRUARY 28,     FEBRUARY 28,
                                                         2002               2001              2002
                                                   ----------------   ----------------   ----------------
<S>                                                <C>                <C>                <C>
Operating activities
     Net loss from continuing operations           $         (1,424)  $         (1,225)  $        (67,680)
     Issue of common stock for service                           --                 --                 --
     Increase in accounts payable                                --                 --            (60,325)
                                                   ----------------   ----------------   ----------------
Net cash used in operating activities                        (1,424)            (1,225)            (7,505)
                                                   ----------------   ----------------   ----------------
FINANCING ACTIVITIES
     Issue of common stock                                       --                 --              3,795
     Additional paid up capital                                  --                 --              2,220
     Increase (decrease) in loan payable                      2,185                 --              2,285
                                                   ----------------   ----------------   ----------------
Net cash provided by financing activities                     2,185                 --                 --
                                                   ----------------   ----------------   ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT             761             (1,225)               795

CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD                    34              1,268                 --
                                                   ----------------   ----------------   ----------------
CASH AND CASH EQUIVALENT, END OF PERIOD            $            795   $             43   $            795
                                                   ================   ================   ================
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 ended February 28, 2002
(Unaudited)

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

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

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

  Net loss for the 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 period
  ended February 28, 2001                     --                 --                 --             (1,424)           (1,424)
                                  --------------   ----------------   ----------------   ----------------   ---------------
  Balance February 28, 2002            3,206,000              3,206             63,134            (67,830)           (1,490)
                                  ==============   ================   ================   ================   ===============
</TABLE>

<PAGE>

PARK HILL CAPITAL I CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2002
(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, 2002, the
      Company did not commence any formal business  operations.  Therefore,  all
      the activities to date relate to the Company's organization. The Company's
      fiscal year end is May 31.

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

      USE OF ESTIMATES

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

<PAGE>

PARK HILL CAPITAL I CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2002
(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, 2002.

      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 three month period ended February 28, 2002,
      the  Company's  financial  statements do not contain any changes in equity
      that are required to be reported separately in Comprehensive Income.

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, 2002 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

<PAGE>

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.

      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

<PAGE>

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>

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 28, 2002.

      As of February 28, 2002, the Company remained in the development stage. As
of February  28,  2002,  the Company had assets  consisting  of cash only in the
amount of $795.00.

      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:   September 19, 2005                         /s/ Francis Mailhot
                                                   -----------------------------
                                                   Francis Mailhot
                                                   Director
                                                   PARK HILL CAPITAL I CORP.