PARK AND SELL CORP. Form 10-K (8-31-08).

10-K 1 pasc10k83108.htm PARK AND SELL CORP. FORM 10-K (8/31/08). PARK AND SELL CORP. Form 10-K (8-31-08).

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

FORM 10-K

x	ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	OF 1934 FOR THE YEAR ENDED AUGUST 31, 2008

Commission file number 333-147299

PARK AND SELL CORP.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

21 Chaparral Bay SE
Calgary, Alberta
Canada T2X 3P5
(Address of principal executive offices, including zip code.)

(403) 612-9878
(telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
YES ¨ NO x

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy ir information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller Reporting Company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES x NO ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of November 28, 2008 $0.

TABLE OF CONTENTS

		Page

	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments.	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Submission of Matters to a Vote of Security Holders.	8

	PART II
Item 5.	Market Price for the Registrant’s Common Equity, Related Stockholders Matters and
	Issuer Purchases of Equity Securities.	8
Item 6.	Selected Financial Data.	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of
	Operation.	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 8.	Financial Statements and Supplementary Data.	14
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial
	Disclosure.	25
Item 9A.	Controls and Procedures.	25
Item 9B.	Other Information.	27

	PART III
Item 10.	Directors and Executive Officers, Promoters and Control Persons.	27
Item 11.	Executive Compensation.	29
Item 12.	Security Ownership of Certain Beneficial Owners and Management.	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	31
Item 14.	Principal Accounting Fees and Services.	32

	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	33

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PART I

ITEM 1. BUSINESS.

We were incorporated in the state of Nevada on June 27, 2006. We have not started operations. We have not generated revenues from operations, but must be considered a start-up business. Our statutory registered agent in Nevada is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 21 Chaparral Bay SE, Calgary, Alberta T2X 3P5. Our telephone number is (403) 612-9878.

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change.

We have not conducted any market research into the likelihood of success of our operations.

Background

The business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee is relatively unexploited in our market place at the present time. The vast majority of businesses offering a similar service are doing it on a consignment basis or are dealer-based lots where significant mark ups are being added.

Services

We will be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats.

We are not a consignment dealer or retail lot. All merchandise advertised and displayed on our secure yard is for sale privately by the owners, thus allowing the purchaser to avoid paying the federal Goods and Service Tax (GST). A fixed fee will be charged to the seller of the vehicle for our service.

The Process

The first step will be finding, leasing and securing an appropriate lot for setting up the sale yard. Once the lot has been leased, we will place a portable office on the lot, secure the lot and begin promoting our services.

At the same time as we are search for a location, the website will be developed and in place for use as soon as we are in a position to begin offering the merchandise.

Marketing to obtain the initial set of vehicles available for sale will include not only the up and running website, but on-site signage. Depending on money raised, daily newspaper and trade publication advertising would be optimal. Obtaining the first batch of vehicles will be crucial to our success.

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Our website

We have already lined up an outside technology provider to develop our website. The IT company we hire will provide the following services and products for the website: disk space, bandwidth, 155 mbit backbone, pop mailboxes, e-mail forwarding, e-mailing analysis, auto responder, front page support, unlimited FTP access and hotmetal/miva script. The foregoing will allow us to promote the use of our services in an attractive fashion, and communicate with our clients on-line.

Our website will become the virtual business card and portfolio for our company as well as our online “home.” It will showcase the services we will supply and the portfolio of all future customers and the variety of advisory services that we will offer. Currently, we have no customers and there is no assurance we will ever have any customers.

The website will be a simple, well-designed site that is in keeping with the latest trends in user interface design. A site that is too flashy or tries to use too much of the latest Shockwave or Flash technology can be overdone and cause potential clients to look elsewhere. To those prospective clients that we are targeting, time is valuable and a website that takes too long to load or is difficult to navigate would not appeal to them.

Other than investigating potential technologies in support of our business purpose and the preparation of our plan of operations, we have had no material business operations since inception on June 27, 2006.

The Internet is a worldwide medium of interconnected electronic and/or computer networks. Individuals and companies have recently recognized that the communication capabilities of the Internet provide a medium for not only the promotion and communication of ideas and concepts, but also for the presentation and sale of information, goods and services.

Procedure for Doing Business with Us

The owner will determine the sales price of the vehicle. He will pay us a fee of $495 to allow his vehicle to be placed on our lot. Photographs of the vehicle will be placed on our website.

The fee for our service will cover a 90-day period and will be paid up front.

We will control the keys and show potential buyers our inventory of vehicles.

Buyers will view the available product on- line from the comfort of their own homes or may view the offerings physically on-site during office hours.

Buyers have the option of completing a test drive, pre-purchase inspection and a lien search prior to purchasing any inventory from our compound. We will arrange these services at the buyer’s request and expense.

All inventory is open to offers.

We write up offer to purchase and collect deposit.

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We complete the bill of sale and collect bank draft made out directly to the seller.

We deliver the vehicle and contact the seller to confirm that the transaction was completed.

Seller can pick up bank draft at their convenience or it will be mailed.

Marketing Strategy

We intend to primarily market the business through the use of signage and our website. We will charge a fee for our service. The fee we will be paid by the seller. The fee will be paid up front and will cover a 90-day period.

We will offer direct advertising of our services on our website. High profile on-site signage will also be incorporated directing drive-by traffic to the website. In an effort to create greater company awareness, a logo, color scheme etc. will be developed for use on the website, signage and print advertising.

Other methods of communication will include:

-   Regular e-mailings to potential customers with updated company information
-   Direct mail brochures and newsletters
-   Advertising in various print media publications with a focus on trade magazines.
-   Links to other relevant websites in an attempt to lead clients to our website.
- Informal marketing/networking activities such as joining organizations or attending conferences.

Customer-based marketing will include:

-   Emphasizing repeat sales to clients who have used our services
-   Additional sales facilitated by links to our website
-   Strategic partnerships such as cooperative advertising

Website Marketing Strategy

Web marketing will start with our known contacts whom we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.

Revenue

Primarily, we intend to generate revenue from one source:

- Fixed Fee – By charging a fixed fee of $495 per item being offered for sale.

Additional fees will be added over time for services such as lien searches, private lending, etc.

We intend to develop and maintain a database of all our clients and interested shoppers in order to continuously build and expand our services.

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There is no assurance that we will be able to interest the public in participating in our services.

The website will be the primary tool used to launch the service. Not only will it begin the process of informing buyers of what we have available, it will also allow the sellers the opportunity to expose their product quickly to interested parties. Future sellers will be able to assess what their RV or vehicle may be worth on the market and buyers will be able to determine what they can afford and what financing options may be available to them.

Competition

We face competition from a number of other similar operations plus the more traditional ways of selling a RV or vehicle such as newspaper ads and specific trade publications such as the Auto Trader. We will be at a competitive disadvantage since these businesses are more established within their network. Many of our competitors will have greater existing customer bases, operating histories, technical support, staffing and other resources than we do at this time. There can be no assurances that we will be able to break into this industry offering a new service.

The used vehicle and RV sale business as it exists now in Canada is highly competitive and is characterized by many options being available to the consumer.

Competition for business will be based on marketing, personal contacts, services offered, reputation and in some instances, cost.

We do not currently have a strong competitive position in this market. However, no such service in the Calgary area currently has a stronghold on the market and it may very well be the time to launch such a service. We will have to develop our competitive position. It will be attempted primarily through the promotion and use of the web site. We will advertise in local publications as funds allow and quickly begin to build and strengthen a client base.

Government Regulation

We are not currently subject to direct federal, state, provincial, or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

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We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

Insurance

We do not maintain any insurance relating to our business or operations. Sellers offering their property for sale on our site will be responsible for maintaining the necessary insurance.

Employees

We are a start-up stage company and currently have no employees, other than our officers and directors. We intend to hire one additional employee if we raise at least $150,000 in our public offering.

Our Office

Our office is located at 21 Chaparral Bay, SE, Calgary, Alberta, Canada, T2X 3P5. Our phone number is 403-271-5317. The office is located within the home of our President Michael Trumper and will be relocated once a site is obtained and a building set up. We do not pay Mr. Trumper rent. He allows us to use the space on a rent free basis.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We own no property other than personal property incidental to our business operations.

ITEM 3. LEGAL PROCEEDINGS.

We are not presently a party to any litigation.

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

During the fourth quarter, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.	MARKET PRICE FOR THE REGISTRANT’S COMMON EQUITY, RELATED
	STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
	SECURITIES.

Our shares are traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “PKSL”. A summary of trading by quarter for 2008 and 2007 fiscal years is as follows:

Fiscal Year
2008	High Bid	Low Bid
Fourth Quarter: 6/1/08 to 8/31/08	$0.0	$0.0
Third Quarter: 3/1/08 to 5/31/08	$0.0	$0.0
Second Quarter: 12/1/07 to 2/29/08	$0.0	$0.0
First Quarter: 9/1/07 to 11/30/07	$0.0	$0.0

Fiscal Year
2007	High Bid	Low Bid
Fourth Quarter: 6/1/07 to 8/31/07	$0.0	$0.0
Third Quarter: 3/1/07 to 5/31/07	$0.0	$0.0
Second Quarter: 12/1/06 to 2/29/07	$0.0	$0.0
First Quarter: 9/1/06 to 11/30/06	$0.0	$0.0

Of the 6,920,000 shares of common stock outstanding as of August 31, 2008, 5,000,000 shares were owned by our officers and directors. These shares may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At August 31, 2008, there were 47 holders of our common stock.

No common stock is subject to outstanding options, warrants or securities convertible into common stock.

Status of our public offering

On November 21, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-147299) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. On January 15, 2008, we completed our public offering and raised $192,000 by selling 1,920,000 shares of common stock to 45 individuals. As of the date of this report, we have spent $12,394 from our offering proceeds on the following: $2,980 for audit fees, $3,474 for accounting fees, $5,394 for legal fees and $546 for other expenses.

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Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section Rule 15(g) of the Securities Exchange Act of 1934

Our company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

ITEM 6. SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

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Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not purchased any contracts or generated any revenues from the development. We now believe the technical aspects of our website will be not be sufficiently developed to use for our operations 90 days from the completion of our offering as we originally anticipated, but 120 days. We must raise cash from operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even though we did raise close to the maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months.

To meet our need for cash we have raised money from our public offering. We cannot guarantee that once we begin operations we will stay in business after operations have commenced. Further, if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the money from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe the amount of money we raised in our public offering will last a year, with limited funds available to develop growth strategy. If we need more money we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

Plan of Operation

With the amount we raised in our offering, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell significant equipment. We intend to hire one additional employee at the appropriate time when a person is needed.

We intend to accomplish the foregoing through the following milestones which may require us to travel and entertain potential customers. As we raised close to the maximum in public offering, we will be able to spend some money on improving the quality of the advertisements as well as the volume of advertisements. Marketing is an ongoing matter that will continue during the life of our operations. We also believe that we should begin to see results from our marketing campaign within 30 days from its initiation, or 90 days from setting up our office. This milestone is based upon our officers’ and directors’ previous and current work experiences, contacts as well as their life experiences.

As we have successfully completed our public offering, our specific goal is to profitably sell our services to individual clients who are in need of finding a trustworthy and hassle free way to sell their used vehicles, ATVs, motorcycles, campers, RVs and boats. We intend to accomplish this through the following milestones:

1.	Our public offering was completed as planned in January 2008.

2.	We have actively been searching for a suitable one- acre lot in a good location on a main artery. To date we have not found the right lot. We have entertained a couple of options, but in the end they did not work out. At this point, we are temporarily putting our search on hold primarily due to the horrific state of the economy. Extremely low car sales coupled with fluctuating real estate lease values have also

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	caused us to pause. We are planning to renew our search for a lot starting approximately in February, once the poor car sale season passes and in anticipation of having a better handle on where lease values will end up. Once we do restart our search, we are expecting a lot of this caliber will cost approximately $3,500 per month. When the search is underway, we are optimistic that we will find this lot and take possession of it will take within the next 90 days. We are working with a reputable Realtor from Remax Commercial.

3.	Once the lot is in place, we will immediately begin to establish our office. Sourcing out and positioning a portable office on the site will take between 14 and 21 days at a rental cost of approximately $1,000 per month. Once the office is in place we are counting on an additional 7 to 10 business days to acquire the equipment we need and to set the office up. We believe the cost to establish our office will be $5,000.

4.	Once the lot is in place we intend to hire an on-site assistant who will handle our administrative duties at our lot site.

5.	After our office is established and the on-site assistant is in place, we intend to launch our website in an attempt to begin attracting our clients. We believe that it will cost up to $5,000 to have our website initially operational and $3,000 to have our database initially ready to receive information. Both the initial operation of the website and the database were anticipated to be ready within 90 days from the completion of the public offering. Development has been delayed as we are concentrating all our efforts on finding the location first. We now anticipate it will be ready 60 days from the time we secure a suitable lot. As our business grows and our customer base increases we will upgrade both the website and database. Both upgrades will be ongoing during the life of the business.

6.	As soon as our website is operational, we will begin to further market our services through traditional sources such as signage, trade magazines, newspaper advertising, telephone directories and flyers. We intend to target sellers of used vehicles and RVs who want to avoid the hassle of selling the property on their own. We will also explore using inbound links that connect directly to our website from search engines and community affiliated sites. We believe it will cost a minimum of $8,000 for a marketing campaign. We will initiate this marketing program from revenues generated from our operations. Marketing is an ongoing matter that will continue during the life of our operations. We believe we will concrete results from our marketing campaign within 60 to 90 days of the launch.

In summary, we are still anticipating being in full operation and receiving orders within 180 days of securing a suitable location. We estimate that we will generate revenue 60 to 90 days after beginning operations.

Until our website is fully operational, we do not believe that clients will use our services to sell their vehicle.

If we are unable to attract clients to our services, we may have to suspend or cease operations.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

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Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on June 27, 2006 to August 31, 2008

During this period we incorporated the company, hired the attorney, and hired the auditor for the preparation of this public offering. We have prepared an internal business plan. Our loss since inception is $59,940 of which $49,077 is for professional fees, $5,200 is for management services, $463 is for filing fees and general office costs, and $5,200 is for rent and services donated by our President.

Since inception, we sold 5,000,000 shares of common stock to our officers and directors for $5,000. We completed our public offering during January 15, 2008 and issued 1,920,000 shares at $0.10 cents per share and raised $192,000.

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock. In January 2008, we also issued 1,920,000 shares in our public offering pursuant to section 5 of the Securities Act of 1933. This was accounted for as a sale of common stock.

In January 2008, we completed the sale of 1,920,000 shares of common stock and raised $192,000.

As of August 31, 2008, our total assets were $175,779 in cash and our total liabilities were $28,319 comprised of accounts payable of $3,810 and a loan of $24,509 from our President to pay for legal, accounting and other expenses associated with our public offering. The amount due to Mr. Trumper will not be repaid from the proceeds of our public offering. The loan is without interest, unsecured, and due on demand. The agreement with Mr. Trumper is oral. There is no written documentation evidencing the same.

Recent accounting pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded

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disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51” SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non controlling interest. SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SAFAS No. 160 also requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141 (revised 2007) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141 (revised 2007) also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Park and Sell Corp.
(A Development Stage Company)

August 31, 2008

	Index

Report of Independent Registered Public Accounting Firm	F–1

Balance Sheets	F–2

Statements of Operations	F–3

Statements of Cash Flows	F–4

Statement of Stockholders’ Equity	F–5

Notes to the Financial Statements	F–6

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Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
Park and Sell Corp.
(A Development Stage Company)

We have audited the accompanying balance sheets of Park and Sell Corp. (A Development Stage Company) as of August 31, 2008 and 2007, and the related statements of operations, cash flows and stockholders' deficit for the year ended August 31, 2008 and for the period from June 27, 2006 (Date of Inception) to August 31, 2007 and accumulated from June 27, 2006 (Date of Inception) to August 31, 2008. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audits provide 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 and Sell Corp. (A Development Stage Company) as of August 31, 2008 and 2007, and the results of its operations and its cash flows for the year ended August 31, 2008, the period from June 27, 2006 (Date of Inception) to August 31, 2007, and accumulated from June 27, 2006 (Date of Inception) to August 31, 2008 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS
Vancouver, Canada
November 26, 2008

F-1

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Park and Sell Corp.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)

	August 31,	August 31,
	2008	2007
	$	$

ASSETS

Current Assets
Cash	175,779	4,894

Total Assets	175,779	4,894

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Accounts payable	3,810	–
Due to related party (Note 3(a))	24,509	15,509

Total Liabilities	28,319	15,509

Contingencies (Note 1)

Stockholders’ Equity (Deficit)

Preferred stock, 100,000,000 shares authorized, $0.00001 par value;
None issued and outstanding	–	–

Common stock, 100,000,000 shares authorized, $0.00001 par value;
6,920,000 and 5,000,000 shares issued and outstanding, respectively	69	50

Additional paid-in capital	196,931	4,950

Donated capital (Notes 3(b) and (c))	10,400	5,600

Deficit accumulated during the development stage	(59,940)	(21,215)

Total Stockholders’ Equity (Deficit)	147,460	(10,615)

Total Liabilities and Stockholders’ Equity (Deficit)	175,779	4,894

(The accompanying notes are an integral part of these financial statements)

F-2

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Park and Sell Corp.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)


	Accumulated from	For the Year	For the Year
	June 27, 2006	Ended	Ended
	(Date of Inception)	August 31,	August 31,
	to August 31, 2008	2008	2007
	$	$	$

Revenue	–	–	–

Expenses

General and administrative	463	48	106
Management services (Note 3(b))	5,200	2,400	2,400
Professional fees	49,077	33,877	–
Rent (Note 3(c))	5,200	2,400	2,400

Total Expenses	59,940	38,725	4,906

Net Loss For the Period	(59,940)	(38,725)	(4,906)


Net Loss Per Share – Basic and Diluted		–	–


Weighted Average Shares Outstanding		6,201,311	5,000,000

(The accompanying notes are an integral part of these financial statements)

F-3

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Park and Sell Corp.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)

	Accumulated from	For the Year	For the Year
	June 27, 2006	Ended	Ended
	(Date of Inception)	August 31,	August 31,
	to August 31, 2008	2008	2007
	$	$	$

Operating Activities

Net loss for the period	(59,940)	(38,725)	(4,906)

Adjustments to reconcile net loss to net cash used in
operations:

Donated rent	5,200	2,400	2,400
Donated management services	5,200	2,400	2,400

Change in operating assets and liabilities:

Accounts payable	3,810	3,810	–

Net Cash Used In Operating Activities	(45,730)	(30,115)	(106)

Financing Activities

Advances from a related party	24,509	9,000	–
Proceeds from issuance of common stock	197,000	192,000	5,000

Net Cash Provided By Financing Activities	221,509	201,000	5,000

Increase in Cash	175,779	170,885	4,894

Cash - Beginning of Period	–	4,894	–

Cash - End of Period	175,779	175,779	4,894

Supplemental Disclosures

Interest paid	–	–	–
Income taxes paid	–	–	–

(The accompanying notes are an integral part of these financial statements)

F-4

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Park and Sell Corp.
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
For the Period from June 27, 2006 (Date of inception) t o August 31, 2008
(Expressed in US dollars)

	Common Stock
						Deficit
						Accumulated
			Additional	Stock		During the
		Par	Paid-In	Subscription	Donated	Development
	Shares	Value	Capital	Receivable	Capital	Stage	Total
	#	$	$	$	$	$	$

Balance - June 27, 2006 (Date of Inception)	-	-	-	-	-	-	-

Common stock issued for cash at $0.00001
per share	5,000,000	50	4,950	(5,000)	-	-	-

Donated services	-	-	-	-	800	-	800

Net loss for the period	-	-	-	-	-	(16,309)	(16,309)

Balance - August 31, 2006	5,000,000	50	4,950	(5,000)	800	(16,309)	(15,509)

Proceeds received from stock subscriptions
receivable	-	-	-	5,000	-	-	5,000

Donated services	-	-	-	-	4,800	-	4,800

Net loss for the year	-	-	-	-	-	(4,906)	(4,906)

Balance - August 31, 2007	5,000,000	50	4,950	-	5,600	(21,215)	(10,615)

Common stock issued for cash at $0.00001
per share	1,920,000	19	191,981	-	-	-	192,000

Donated services	-	-	-	-	4,800	-	4,800

Net loss for the year	-	-	-	-	-	(38,725)	(38,725)

Balance - August 31, 2008	6,920,000	69	196,931	-	10,400	(59,940)	147,460

(The accompanying notes are an integral part of these financial statements)

F-5

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