8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date or Report (Date of earliest event reported): April 20, 2009

PARK AND SELL CORP.

(Exact name of registrant as specified in its Charter)

Commission File No.: 000-53512

Nevada	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

21 Chaparral Bay SE, Calgary, Alberta, Canada T2X 3P5

(Address of principal executive offices)

Issuer’s telephone number: (403) 612-9878

N/A

(Former Name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)

¨ Pre-commencement communications pursuant to Rule 14d-21(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01 Changes in Control of Registrant.

On April 20, 2009, a Stock Purchase Agreement (the “Agreement”) was entered into by and between Juan Carlos Espinosa (“Buyer”) and Michael Trumper and Ryan Lockhart (“Sellers”). At the time of the Agreement, Michael Trumper served as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director and Ryan Lockhart served as Secretary and Director of Park and Sale Corp., a Nevada corporation (the “Company”). Prior to the transaction, each of Mr. Trumper and Mr. Lockhart owned 2,500,000 million shares of the Company’s Common Stock, par value $0.00001 per share, which collectively represented 72.20% of the Company’s issued and outstanding 6,920,000 shares.

Pursuant to the terms of the Agreement, the Sellers each sold 2,500,000 shares of the Company’s common stock owned by them (the “Subject Shares”) to Buyer for an aggregate purchase price of $100,000 (the “Purchase Price”). The source of the funds to acquire these shares was the personal funds of the Buyer. Taking into effect the transaction outlined above, the Sellers own zero shares and the Buyer owns 5,000,000 shares of the Company’s Common Stock, representing 0% and 72.20% respectively of the Company’s issued and outstanding 6,920,000 shares.

Additional provisions of the Agreement called for Mr. Trumper and Mr. Lockhart, as the only officers and directors of the Company, to resign at which time Mr. Espinosa would become sole officer and director of the Company.

Other than as outlined above, the Company is not aware of any arrangements, including any pledge of our securities by any person, the operation of which at a subsequent date will result in a change of control.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

Pursuant to the terms of the Agreement as outlined above, all officers and directors of the Company resigned. Mr. Trumper resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director. Mr. Lockhart resigned as Secretary and Director. Concurrent with their resignations, Juan Carlos Espinosa was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors.

Mr. Espinosa graduated from Loyola Law School in Chicago with a law degree in international business. After receiving his degree in 2004, he returned to Panama and was appointed junior partner of Alvarez De Soto & Espinosa Jimenez law firm in Panama City. Mr. Espinosa’s private practice areas of expertise are commercial law, public registry, and Panamanian corporations. He also manages family real estate developments.

During the past five years:

1. Mr. Espinosa has not been the subject of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2. Mr. Espinosa has not been convicted in a criminal proceeding or been subject to a pending criminal proceeding.

3. Mr. Espinosa has not been the subject of an order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

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4. Mr. Espinosa has not been the subject of an order, judgment, or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limited for more than 60 days his right to engage in any business, securities or banking activities, or to be associated with persons engaged in any such activity.

5. Mr. Espinosa has not been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

6. Mr. Espinosa has not been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Item 8.01 Other Events

On April 21, 2009, the Company entered into a Consulting Agreement with Public Company Advisors, an Alberta, Canada corporation to assist the Company with potential merger candidates, introduce potential investors to the Company, and to assist in analyzing and evaluating the Company’s operations, among other things. The term of the agreement is for a six-month period with an aggregate fee of $75,000.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements

None

(b) Pro Forma Financial Information

None

(c) Shell Company Transactions

None

(d) Exhibits

Exhibit No.	Date	Document
10.1	April 20, 2009	Stock Purchase Agreement between Juan Carlos Espinosa, and Michael Trumper and Ryan Lockhart*
10.2	April 20, 2009	Consulting Agreement between the Company and Public Company Advisors, Inc.*

* Filed herewith.

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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 thereunto duly authorized.

	PARK AND SELL CORP.
	(Registrant)
Date: April 23, 2009	By:	/s/ Juan Carlos Espinosa
		Juan Carlos Espinosa
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

AGREEMENT dated April 20,2009 between Juan Carlos Espinosa, and Torre Advanced 099, Piso 6 Calle Ricardo Arias, Apto 10701 El Dorado, Panama, Rep de Panama as agent for undisclosed principals (hereinafter the “Buyer”) and Michael Trumper and Ryan Lockhart (hereinafter collectively, the “Sellers”), the stockholders of Park and Sell Corporation, a Nevada corporation (hereinafter the “Company”).

This Agreement sets forth the terms and conditions upon which the Sellers are today selling to the Buyer, and the Buyer is today purchasing from the Sellers 5,000,000 shares of capital stock, par value $0.00001 per share, representing 72.20% of the issued and outstanding shares of capital stock of the Company (hereinafter the “Shares”).

In consideration of the mutual agreement contained herein, the parties hereby agree as follows:

I. SALES OF THE SHARES.

1.01 Shares being Sold. Subject to the terms and conditions of this Agreement, the Sellers are selling, assigning, and delivering the Shares to the Buyer at the closing provided for in Section 1.03 hereof (the “Closing”), free and clear of all liens, charges, or encumbrances of whatsoever nature.

1.02 Consideration. At the Closing, the Buyer is delivering to the Sellers $100,000 in certified funds, official bank check or wired funds.

1.03 Closing. The Closing of the transactions provided for in Section 1.04 and 1.05 is taking place at 21 Chaparral Bay S.E, Calgary, AB T2X 3P5 simultaneously with the execution and delivery of this Agreement.

1.04 Delivery by the Sellers. At the Closing, the Sellers are delivering to the Buyer (i) certificates representing the Shares, endorsed in blank and otherwise in form acceptable for transfer on the books of the Company, with all necessary transfer tax stamps attached, and (ii) all contacts, books, and records of the Company not previously delivered.

1.05 Delivery by the Buyer. At the Closing the Buyer is delivering to the Seller the payment provided for in Section 1.02 hereof.

II. RELATED TRANSACTIONS.

2.01 Finder. Sellers and Buyer acknowledge that there no finder(s) with respect to the transaction contemplated herein.

2.02 Expenses of the Offering. Buyers shall be responsible for paying all expenses of the public offering of the Company including but not limited to filing fees, legal fees, accounting fees, escrow agent fees, printing expenses, certificate engraving fees and transfer agent fees.

2.02 No Dissent. The Sellers shall not dissent with respect to any acquisition proposed by the Company.

2.03 Resignations and appointments. At the Closing, all of the current directors and officers of the Company shall deliver their resignations. Effective immediately Juan Carlos Espinosa shall be appointed President and sole director.

III. REPRESENTATIONS AND WARRANTIES BY THE SELLERS.

The Sellers hereby jointly and severally represent and warrant as follows:

3.01 Organization, Capitalization, etc.

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state.

(b) The authorized capital stock of the Company consists of 200,000,000 shares, par value $0.00001 per

share, 6,920,000 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Act”). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.

(c) The Company has the corporate power and authority to carry on its business as presently conducted.

3.02 No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of the Certificate of Incorporation or Bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Company or any of the Sellers is a party or by which the Company or any of the Sellers is bound.

3.03 Financial Statement. The Sellers have delivered to the Buyer the balance sheet of the Company as at February 28, 2009 prepared by Manning Elliot. That balance sheet is true and correct and a fair and accurate presentation of the financial condition and assets and liabilities (whether accrued, absolute, contingent, or otherwise) of the Company as of the date thereof in accordance with generally accepted principals of accounting applied on a consistent basis.

3.04 Tax Returns. The Company has duly filed all tax reports and returns required to be filed by it and has fully paid all taxes and other charges claimed to be due from it by federal, state, or local taxing authorities (including without limitation those due in respect of its properties, income, franchises, licenses, sales, and payrolls); there are not liens upon any of the Company’s property or assets; there are not now any pending questions relating to, or claims asserted for, taxes or assessments asserted against the Company. Attached hereto as Exhibit 2 are true and current copies of such taxes returns.

3.05 Title to Properties; Encumbrances. The Company has good and marketable title to all of its assets, real and personal, tangible and intangible, including without limitation the properties and assets reflected in the March 31, 2009, balance sheet of the Company. All such assets reflected in that balance sheet have a fair market or realizable value at least equal to the value thereof as reflected upon the balance sheet, and they are subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, or charge of whatsoever nature.

3.06 Accounts Receivable. All accounts receivable of the Company, whether reflected in the Company’s February 28, 2009 balance sheet or otherwise, represent sales actually made in the ordinary course of business and the reserve for uncollectibility of receivables as reflected in the aforesaid balance sheet is adequate and was calculated in a way consistent with past practice. There are not now any questions, controversies, or disputes relating to any accounts receivable of the Company.

3.07 Undisclosed Liabilities. Except to the extent reflected or reserved against in the February 28, 2009, balance sheet of the Company, the Company as of that date had no liabilities or obligations of any nature, where absolute, accrued,

contingent, or otherwise and whether due or to become due. Further, the Sellers do not know or have any reasonable ground to know of any basis for the assertion against the Company of any liability or obligation as of February 28,2009, of any nature or in any amount not fully reflected or reserved against in the February 28, 2009 balance sheet. The Company had no accounts payable at the date hereof.

3.08 Absence of Certain Changes. The Company has not since February 28, 2009:

(a) Suffered any material adverse change in financial condition, assets, liabilities, business, or prospects;

(b) Incurred any obligation or liability (whether absolute, accrued, contingent, or otherwise) other than in the ordinary course of business and consistent with past practice;

(c) Paid any claim or discharged or satisfied any lien or encumbrance or paid or satisfied any liability (whether absolute, accrued, contingent, or otherwise) other than liabilities shown or reflected in the Company’s February 28, 2009 balance sheet or liabilities incurred since February 28,2009, in the ordinary course of business and consistent with past practices;

(d) Permitted or allowed any of its assets, tangible or intangible, to be mortgaged, pledged, or subjected to any liens or encumbrances;

(e) Written down the value of any inventory or written-off as uncollectible any notes or accounts receivable or any portion thereof, except for write-offs of such items in the ordinary course of business and at a rate no greater than during the fiscal year ended December 31, 2008;

(f) Cancelled any other debts or claims or waived any rights of substantial value, or sold or transferred any of its assets or properties, tangible or intangible, other than sales of inventory or merchandise made in the ordinary course of business and consistent with past practice;

(g) Made any capital expenditures or commitments in excess of $1,000 for additions to property, plant or equipment;

(h) Declared, paid, or set aside for payment to its stockholders any dividend or other distribution in respect of its capital stock or redeemed or purchased or otherwise acquired any of its capital stock or any options relating thereto or agreed to take any such action;

(i) Made any material change in any method of accounting or accounting practice.

3.09 Litigation. There are no actions, proceedings, or investigations pending or, to the knowledge of the Company or the Sellers, threatened against the Company, and neither the Company nor the Sellers know or have any reason to know of any basis for any such action, proceeding, or investigation. There is no event or condition of any kind or character pertaining to the business, assets, or prospects of the Company that may materially and adversely affect such business, assets or prospects.

3.10 Disclosure. The Sellers have disclosed to the Buyer all facts material to the assets, prospects, and business of the Company. No representation or warranty by the Sellers contained in this Agreement, and no statement contained in any instrument, list, certificate, or writing furnished to the Buyer pursuant to the provisions hereof or in connection with the transaction contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not

misleading or necessary in order to provide a prospective purchaser of the business of the Company with proper information as to the Company and its affairs.

3.11 SEC Filings. The Company has filed on a timely basis all reports required to be filed with the United States Securities and Exchange Commission (hereinafter the “SEC”).

3.12 Legend. The Certificates representing the Shares delivered pursuant to this Agreement shall bear a legend in the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”), as amended, or any other applicable federal or state securities acts; and are ‘restricted securities’ as defined by Rule 144 of the Act. The shares may not be transferred, sold or otherwise disposed of unless: (1) a registration statement with respect to the shares shall be effective under the Act or any other federal or state securities acts or an exemption from registration requirements under the Act is effective, and (2) the Company shall have received an opinion of counsel for the Company that no violations of any securities acts will be involved in any transfer,” and

3.13 Holding Period. If the Shares represented by these Certificates have been held for a period of at least two (2) years and if Rule 144 of the Act is applicable (there being no representations by the Company or the Sellers that Rule 144 is applicable), then the Buyer may make sales of the Shares only under the terms and conditions prescribed by Rule 144 of the Act.

IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.

The Buyer hereby represents and warrants as follows:

4.01 Organization, etc. The Buyer is a resident of Panama.

4.02 Authority. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by the Buyer’s undisclosed principals.

4.03 No Violation. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will constitute a violation of Nevada law.

4.04 Representations Regarding the Acquisition of the Shares.

(a) The undersigned buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES;

(b) The Buyer is not an underwriter and is acquiring the Seller’s Shares solely for investment for the account of undisclosed principals and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts;

(c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein;

(d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not;

(e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets;

(f) The Company or the Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available;

(g) The Buyer has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Sellers to the extent that the Company and the Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the proposed transactions; and, (3) an opportunity to question the Sellers and the appropriate executive officers;

(h) The Seller has satisfied the suitability standards imposed by Nevada laws. The Shares being acquired from the Sellers have not been registered under federal or state laws. The Buyer acknowledges that the Sellers may not have complied with Nevada laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Buyer

waives any and all rights, claims or causes of action they may have against the Sellers and the Company under the laws of Nevada as a result of the Sellers’ failure to comply with applicable securities laws.

V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

5.01 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party.

5.02 Indemnification. The Sellers, jointly and severally, agree to indemnify the Buyer and hold it harmless from an in respect of any assessment, loss, damage, liability, cost, and expense (including without limitation interest, penalties, and reasonable attorneys’ fees) in excess of $1,000 in the aggregate, imposed upon or incurred by the Buyer resulting from a breach of any agreement, representation, or warranty of the Sellers. Assertion by the Buyer of its right to indemnification under this Section 5.02 shall not preclude the assertion by the Buyer of any other rights or the seeking of any other remedies against the Sellers.

VI. MISCELLANEOUS.

6.01 Expenses. All fees and expenses incurred by the Sellers in connection with the transactions contemplated by this Agreement shall be borne by the Sellers and all fees and expenses incurred by the Buyer in connection with the transactions contemplated by this Agreement shall be borne by the Buyer.

6.02 Further Assurances. From time to time, at the Buyer’s request and without further consideration, the Sellers, at their own expense, will execute and transfer such documents and will take such action as the Buyer may reasonably request in order to effectively consummate the transactions herein contemplated.

6.03 Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the prospective heirs, beneficiaries, representatives, successors, and assigns of the parties hereto.

6.04 Prior Agreements; Amendments. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

6.05 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.

6.06 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Washington, without regard to its conflict-of-laws rules and venue of any actions brought under this Agreement will be in Spokane County, Washington.

6.07 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) as follows:

If to the Sellers:	Michael Trumper
	21 Chaparral Bay S.E
	Calgary, Ab T2X 3P5
	Ryan Lockhart
	21 Chaparral Bay S.E
	Calgary, AB T2X 3P5

If to the Buyer:	Juan Carlos Espinosa
	Torre Advanced 099
	Piso 6 Calle Ricardo Arias
	Apto 10701 El Dorado, Panama

6.08 Agent. Sellers hereby authorize and direct Securities Transfer Corp to act as their agent in connection with the disbursement of the moneys set forth above and direct the Buyer to issue its check and deliver said funds to the Sellers’ agent, Securities Transfer Corp.

6.09 Effect. In the event any portion of this Agreement is deemed to be null and void under any state or federal law, all other portions and provisions not deemed void or voidable shall be given full force and effect.

6.11 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Sellers and the Buyer, on the date first above written.

BUYER:

/s/ Juan Carlos Espinosa

SELLERS:

/s/ Michael Trumper

/s/ Ryan Lockhart

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered into this 21st day of April 2009, by and between Public Company Advisors Inc, a Alberta corporation (“PCA”) and Park and Sell Corp, a Nevada corporation (the “Client”).

RECITALS

A. PCA is experienced in matters regarding publicly held companies, including, regulatory matters as they pertain to the Securities and Exchange Commission (the “SEC”) and other general corporate matters.

B. PCA is willing to provide consulting services to the Client on the terms and conditions of this Agreement.

C. Client is willing to engage PCA as an independent contractor, and not as an employee, on the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. PCA Retained. The Client hereby retains PCA, and PCA hereby agrees to make its key employees available to render advice and reasonable assistance to the Client under the terms and conditions hereinafter set forth.

2. Duties. During the term of this Agreement, the duties set forth in this Section 2 shall be performed as follows

a. PCA shall advise and reasonably assist the Client in a possible restructuring of, merger of and/or acquisition of additional companies and/or divisions of the Company; and

b. Introduce potential investors to the company

c. Assist in filing via the Edgar system all required 10-Q’s and 10-K filings with the Securities and Exchange Commission on behalf of the Company; and

d. Assist in analyzing and evaluating the business, operations and financial position of the company; and

e. Be available at your request to meet with your Board of Directors to discuss any proposed restructuring and their financial implications; and

3. Compensation. In consideration for PCA entering into this Agreement and for the services to be rendered hereunder, the Client shall pay to PCA $75,000. U.S.

4. Expenses. Out of pocket expenses incurred by PCA in excess of $100 are to be authorized by the Client in advance in writing and shall be reimbursed by the Client to PCA. No advance authorization is necessary for out of pocket expenses incurred by PCA for less than $100 and shall also be reimbursed by the Client to PCA. The Client understands that in some cases the provider of certain services and goods may ask for payment in advance and for certain major disbursements, and in such case invoices from outside providers will be sent directly to the Client.

5. Term. This Agreement shall commence on the execution date of this Agreement and shall continue for a term of six months, unless terminated earlier pursuant to Section 6 below. PCA and the Client may negotiate to extend the term of this Agreement and terms and conditions under which the relationship shall continue.

6. Termination. This Agreement shall terminate:

(A) if there has been a material breach of this Agreement and such breach has not been cured by the breaching party on or before thirty days from the date of the receipt of a written notice of the breach from the non-breaching party;

(B) Upon the mutual written agreement of the parties.

7. Remedies. Upon termination of this Agreement for any reason, this Agreement shall become null and void and have no further force or effect. PCA shall mail to the Client all documents in its possession or control concerning the Client, as the Client shall request. If this Agreement is terminated by reasons of the breach of any provision hereof, the non-breaching party may pursue any and all remedies at law or in equity.

8. Accuracy of Information and Indemnification. The Client agrees to furnish to PCA truthful and accurate information in all material respects. The Client agrees to cooperate with PCA in the performance of PCA’s consulting services. The Client agrees to indemnify and hold harmless PCA from any loss, liability, damages, costs and expenses (including attorneys’ and other professional fees) that PCA may incur as a result of the Client furnishing to PCA any untruthful or inaccurate information. PCA agrees to furnish to the Client truthful and accurate information in all material respects. PCA agrees to indemnify and hold harmless the Client form any loss, liability, damages, costs and expenses (including attorneys’ and other professional fees) that the Client may incur as a result of PCA furnishing to the Client any untruthful or inaccurate information.

9. Miscellaneous

(A) Assignability. Unless otherwise agreed to in writing by both parties hereto, the rights, obligations and benefits established by this Agreement shall be non-assignable by either of the parties hereto and any such attempt of assignment shall be null and void and of no effect whatsoever.

(B) Relationship of the Parties. The management and employees of PCA shall not be considered employees of the Client. Furthermore, the parties agree that PCA shall not be deemed to be an employee, servant, partner or joint venture of the Client. PCA shall be considered an independent contractor for all purposes.

(C) Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

(D) Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

(E) Construction of Language. The language used in this Agreement shall be construed as a whole according to its fair meaning, and not strictly for nor against either party.

(F) Captions and Headings. The paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement.

(G) State Law. The laws of the Province of Alberta shall govern this Agreement, its interpretation and its application.

(H) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

(I) Costs. In the event of any legal proceeding between any of the parties to enforce or defend the terms and rights set forth in this Agreement, the prevailing party or parties shall be paid all reasonable costs of such legal proceeding, including but not limited to, attorneys’ fees by the other party or parties.

(J) Notices and Waivers. Any notice or waiver required or permitted to be given by the parties hereto shall be in writing and shall be deemed to have been given, when delivered, 3 business days after being mailed by certified or registered mail, faxed during regular business hours of the recipient and there is confirmation of receipt, or sent by prepaid full rate telegram to the following addresses:

To PCA:	To the Client:
Yarek Bartosz, President	Park and Sell Corp
60 Mount Kidd Point S.E	Torre Advanced 099
Calgary, Ab	Piso 6 Calle Ricardo Arias
T2Z 3C5	Apto 10701 El Dorado,
	Panama

IN WITNESS WHERE OF, the parties have executed this Agreement to be effective as of the day and year first above written notwithstanding the actual date of signatures.

PUBLIC COMPANY ADVISORS INC
By:	/s/ Yarek Bartosz
	Yarek Bartosz, President
PARK AND SELL CORP.
By:	/s/ Juan Carlos Espinosa
	Juan Carlos Espinosa