UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2005
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PARALLEL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in charter)
Nevada 0-19276 13-3140715
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
1 Shuang Qiang Road, Jinzhou, Dalian, People's Republic of China 116100
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (011)-86-411-8770-3333
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
[ ] Soliciting material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a- 12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR240.13e-4(c))
TABLE OF CONTENTS
Item No. Description of Item Page No.
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Item 2.01 Completion of Acquisition or Disposition of Assets........ 3
Item 3.02 Unregistered Sale of Securities........................... 4
Item 3.03 Modification of Rights of Security Holders.............. 5
Item 5.02 Departure of Directors or Principal Officers;
Election of Officers; Appointment of Principal Officers 7
Explanatory Note
On December 14, 2005, we filed a Current Report on Form 8-K to report on a
series of transactions that occurred on December 13, 2005 in connection with the
acquisition of substantially all the assets and business of Dalian Fushi
Bimetallic Manufacturing Co., Ltd., a limited liability company organized under
the laws of the People's Republic of China ("PRC"), by Dalian Diversified
Product Inspections Bimetallic Cable Co., Ltd. ("Dalian DPI"), a wholly
foreign-owned entity in the PRC. Dalian DPI is wholly-owned by Diversified
Products Inspections, Inc. ("DPI"), a Delaware corporation all of whose
outstanding capital stock we acquired on December 13, 2005 as one of the
transactions described below.
On December 13, 2005, Dalian Fushi acquired approximately 50.96% of our
outstanding common stock from Glenn A. Little, our then Chairman, President and
controlling shareholder, and we issued shares of our series A convertible
preferred stock to the former shareholders of DPI, principally the shareholders
of Dalian Fushi, in exchange for all of the outstanding shares of DPI, and
shares of our series B convertible preferred stock in a private placement
offering to accredited investors for which an initial closing was held on that
same date. A portion of the proceeds of the private placement offering were used
by Dalian Fushi to purchase the shares of common stock from our former
controlling shareholder.
At the time we issued the series A and series B convertible preferred
stock, we did not have sufficient authorized but unissued shares of common stock
for a full conversion of those series of preferred stock. Consequently, we
agreed to promptly effect a 245.27-for-one reverse stock-split of our common
stock, without reducing the 100,000,000 shares of our authorized common stock.
Upon the effectiveness of the reverse stock-split and after giving effect to the
additional closing under our series B convertible preferred stock private
placement offering on December 28, 2005, the series A and series B convertible
preferred stock will automatically convert into approximately 77.85% and 21.25%,
respectively, of our approximately 20 million outstanding shares of our common
stock. Following the reverse stock-split, Dalian Fushi and its shareholders will
own approximately 74% of our then outstanding shares of common stock, and will
continue to control our company.
On January 5, 2005, we mailed an Information Statement to our shareholders
advising them of the reverse stock-split and a change in our corporate name to
"Fushi International, Inc.," each of which was approved on December 5, 2005 by
our then sole director and holder of a majority of our then outstanding voting
stock by written consent in lieu of meeting in accordance with Nevada law. Under
applicable SEC regulations, corporate action taken pursuant to consents or
authorizations of security holders may not take effect prior to the 20th day
following the date upon which an Information Statement notifying shareholders of
the action(s) to be taken is sent or given to shareholders. We expect that the
reverse stock-split will occur by the end of January 2006. See Item 3.03 for
additional information concerning the reverse stock-split.
Since under the laws of the PRC a foreign-owned entity, such as Dalian
DPI, is unable to acquire a PRC entity, such as Dalian Fushi, by issuing our
capital stock, and we did not have sufficient cash to purchase all of the assets
of Dalian Fushi based on their appraised fair value, as required under the laws
of the PRC, on December 13, 2005 Dalian DPI entered into a series of
restructuring transactions with Dalian Fushi and its shareholders by which (i)
it acquired substantially all the assets of Dalian Fushi with the net proceeds
of the private placement offering and leased the remaining assets used in the
business of Dalian Fushi for nominal consideration, and (ii) obtained control
over the remaining operations and financial affairs of Dalian Fushi. Although we
entered into agreements relating to the restructuring transactions on December
13, 2005, the restructuring transactions were not completed until December 28,
2005. On that date, we received gross proceeds of $775,000 at a closing under
the private placement offering, which together with the $11,225,000 of gross
proceeds we received at the initial closing on December 13,2005, provided us
with total gross proceeds of $12 million. Except as stated above, the net
proceeds of the offering will be used by Dalian DPI principally for the conduct
of its business. See Item 3.02 for additional information on the issuance and
sale of our series B convertible preferred stock and warrants at the closing on
December 28, 2005.
In connection with these transactions, and prior to the closing of Dalian
Fushi's purchase of the shares of Glenn A. Little, our former majority
shareholder, Mr. Little resigned as a director and appointed Li Fu, Yue Mathus
Yang and John D. Kuhns as directors of our company. Mr. Fu and Mr. Yang are also
beneficial shareholders and officers of Dalian Fushi. The directors of DPI and
Dalian DPI are identical to ours. Mr. Little also resigned all his officer
positions with us effective immediately following the closing of the private
placement offering. Contemporaneous with Mr. Little's resignation from his
officer positions, our new directors appointed new officers with immediate
effect. See Item 5.02 for information concerning our new directors and officers.
This Current Report is being filed to report on the completion of the
restructuring transactions for the acquisition by DPI Dalian of the assets and
business of Dalian Fushi, as well as the completion of the private placement
offering of our series B convertible preferred stock. For additional information
concerning the transactions described above and the business of Dalian Fushi,
see our Current Report on Form 8-K filed with the SEC on December 14,2005.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 28, 2005, we completed the acquisition of substantially all of
the assets and business of Dalian Fushi . The business of Dalian Fushi is now
being operated by our indirect subsidiary, Dalian DPI, a wholly foreign-owned
entity in the PRC. Dalian DPI is wholly-owned by us.
The business consists of manufacturing and selling copper clad aluminum
and steel wire, both of which are bimetallic composite wire products that are
principally used for network signal transmission cable, cable television wire,
signal transmission cable, cable television subscriber lines, distribution
lines, local area networks, inner conductor for access networks, telephone
subscriber communication lines, patch cords for electronic components, power
system grounding lines, conductor lines for electric railways and other
applications.
The transactions relating to the acquisition of the assets and business of
Dalian Fushi and the business previously conducted by Dalian Fushi are discussed
in Items 1.01 and 2.01 of our Current Report on Form 8-K filed with the SEC on
December 14, 2005.
As a result of the acquisition of DPI, and as set forth in the following
diagram, DPI is now our direct, wholly-owned subsidiary and Dalian DPI is a
wholly-owned subsidiary of DPI. Dalian DPI has acquired substantially all of the
assets and business of Dalian Fushi and control over Dalian Fushi's remaining
operations and financial affairs through the restructuring agreements.
Consequently, we no longer are a shell company, as such term is defined under
Rule 12b-2 of the Exchange Act.
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Parallel Technologies,
Inc. (to be changed to
Fushi International, Inc.)
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|
| ------
| 100%
| ------
v
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Diversified Product
Inspections, Inc. (DPI)
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|
| ------
| 100%
| ------
v
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Dalian Diversified
Product Inspections
Bimetallic Cable, Co.,
Ltd. (Dalian DPI)
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| --------------------------
| Dalian Fushi Bimetallic
| Manufacturing Co., Ltd.
v------------------------> (Dalian Fushi)
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Restructuring Agreements
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Item 3.02 Unregistered Sales of Equity Securities.
Issuance of Series B Convertible Preferred Stock and Warrants
On December 28, 2005, we completed our private placement offering of
series B convertible preferred stock ("Series B Stock") and warrants, previously
discussed in Item 3.02 of our Current Report on Form 8-K filed with the SEC on
December 14, 2005, by selling the remaining 13,912.86 shares of Series B Stock,
together with warrants, for $775,000 to three accredited investors. We sold a
total of 215,424.84 shares of Series B Stock in the private placement for a
total purchase price of $12,000,000. The Series B Stock is convertible
automatically into approximately 4,250,000 shares of our common stock upon the
occurrence of a 245.27-for-1 reverse stock-split of our common stock, which we
expect will be effected before the end of January 2006. In addition to the
Series B Stock, each investor received a warrant to purchase one share of common
stock for every two shares of common stock that it will acquire upon the
automatic conversion of the Series B Stock. For a discussion of the terms and
conditions of our series B convertible preferred stock and warrants, see Item
3.03 and 2.01 (under the caption "Description of Our Securities") of our Current
Report on Form 8-K filed with the SEC on December 14, 2005.
We sold the Series B Stock, together with the warrants, in a private
placement (the "Private Placement") through Kuhns Brothers Securities
Corporation ("Kuhns Brothers Securities"), an NASD and SEC registered
broker-dealer. Kuhns Brothers Securities is a subsidiary of Kuhns Brothers, Inc.
The issuance and sale of the shares of Series B Stock and warrants was exempt
from registration under Rule 506 of Regulation D under the Securities Act. All
of the investors were "accredited investors" within the meaning of Rule 501(c)
of Regulation D.
Under the stock purchase agreements, we are required to register for
resale each share of common stock into which the Series B Stock is convertible,
as well as each share of common stock that may be acquired upon the exercise of
each warrant.
In connection with the placement of our Series B Stock and warrants, Kuhns
Brothers Securities, as placement agent, received the following compensation:
(i) $200,000 cash as a signing fee, documentation fee and purchase fee, (ii) 10%
of the total cash paid for the Series B Stock and warrants, (iii) 38,321 shares
of our series A convertible preferred stock, which will convert automatically
into approximately 756,017 shares of our common stock, and (iv) a warrant to
purchase 424,929 shares of common stock after the reverse split-split at an
exercise price of $3.1064 per share, exercisable within 5 years of the date of
issue. In addition, Kuhns Brothers Securities is to receive 10% of the proceeds
from the exercise of the warrants issued to the investors.
Item 3.03 Modification of Rights of Security Holders
Reverse Stock Split
On December 5, 2005, our sole director adopted a resolution to amend our
Articles of Incorporation to effect a 245.27 for 1 reverse stock-split of our
common stock and to change our name to "Fushi International, Inc." On that same
date, we obtained the written consent of the holder of a majority of our then
outstanding shares of voting stock approving the Reverse Split and the name
change. The reverse stock-split and name change will occur upon the filing of a
certificate of amendment to our Articles of Incorporation with the Office of the
Secretary of State of Nevada, not less than 20 days after, but within 25 days
of, the mailing of an Information Statement to our shareholders advising them of
the reverse stock-split and the change in our corporate name.
On January 5, 2006, we mailed an Information Statement notifying our
shareholders of the reverse stock-split and the change in our corporate name.
Under applicable SEC regulations, corporate action(s) taken by consents or
authorizations of security holders may not take effect prior to the 20th day
after the date upon which an Information Statement notifying shareholders of
those actions are sent or given to shareholders.
At the time of the reverse stock-split, holders of outstanding shares of
common stock will receive one share of post-reverse stock-split common stock for
each 245.27 shares of pre-reverse stock-split common stock held as of the close
of business on the date the certificate of amendment is filed. No fractional
shares of common stock will be issued in connection with the reverse
stock-split. All fractional share amounts resulting from the reverse stock-split
will be rounded up to the next whole new share. In connection with the reverse
stock-split, our Board of Directors, in its sole discretion, may provide special
treatment to shareholders to preserve round lot holders (i.e., holders owning at
least 100 shares) after the reverse stock-split. In the event the Board
determines to provide such special treatment, shareholders holding 24,500 or
fewer shares of common stock, but at least 12,250 shares of common stock, will
receive 100 shares of common stock after the reverse stock-split, and persons
holding less than 12,250 shares of common stock would not be affected. The terms
and conditions of special treatment afforded to our shareholders to preserve
round lot shareholders, if any, including the record dates for determining which
shareholders may be eligible for such special treatment, will be established in
the discretion of our Board of Directors.
Upon the filing of the certificate of amendment:
o the 784,575.16 outstanding shares of series A convertible preferred
stock will be converted automatically into approximately 15,475,595
shares of common stock, without any action on the part of
shareholders
o the 215,424.84 outstanding shares of Series B Stock will be
converted automatically into approximately 4,250,000 shares of
common stock, without any action on the part of shareholders
o the 39,243,659 outstanding shares of common stock will be converted
automatically into approximately 160,000 shares of common stock,
without any action on the part of shareholders. Of these shares,
81,543 shares will be owned by Dalian Fushi, with the other existing
shareholders owning in the aggregate only approximately 78,458
shares.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
In connection with the transactions relating to our acquisition of
substantially all of the assets and business of Dalian Fushi and the change in
control of our company resulting from the sale of 50.96% of our common stock by
our former majority shareholder to Dalian Fushi and the issuance of shares of
series A convertible preferred stock to Dalian Fushi and its shareholders in
exchange for their shares of DPI, all as previously reported in Items 1.01, 2.01
and 5.01 of our Current Report on Form 8-K filed with the SEC on December 14,
2005, we report the following changes in our directors and executive officers:
On December 13, 2005, at the closing of the transactions, Glenn A. Little,
our former director and president, appointed Messrs. Li Fu, Yue Mathus Yang and
John D. Kuhns as directors and resigned as a director, and immediately following
the initial closing of the private placement offering of our Series B Stock,
resigned from all his positions with our company. The new board of directors
appointed the individuals listed below to the offices set forth next to their
respective names.
Directors and Executive Officers Position/Title Age
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Li Fu Chairman of Board and 39
President
Yue Mathus Yang Vice-President, Director 37
John D. Kuhns Secretary, Director 55
Wenbing Chris Wang Chief Financial Officer
and Treasurer 34
The same persons also have been elected as directors of DPI and Dalian DPI
and hold similar positions with each of these entities. Except for John D.
Kuhns, each of our current executive officers and directors is a resident of the
PRC. As a result, it may be difficult for investors to effect service of process
within the United States upon them or to enforce court judgments obtained
against them in the United States courts.
There are no family relationships among our directors or executive
officers.
All our directors hold office until the next annual meeting of
shareholders, and until their successors have been qualified after being elected
or appointed. Officers serve at the discretion of our Board of Directors.
Under the terms of the stock purchase agreements for the private placement
of our series B convertible preferred stock (the "Series B Stock Purchase
Agreements"), within 90 days of the initial closing of the Series B Stock
Purchase Agreements and after consultation with the parties to that agreement,
we are required to nominate a seven person Board of Directors and take all
actions and obtain all consents, authorizations and approvals which are required
to be obtained in order to effect the election of such persons. Of such
seven-member Board of Directors, (i) two members will be members of the current
management of Dalian Fushi, which we expect will continue to be Mr. Fu and Mr.
Yang, (ii) one member will represent Kuhns Brothers, which we expect will
continue to be Mr. Kuhn, (iii) and at least four members will be independent
directors as determined pursuant to the American Stock Exchange Company Guide,
which may be waived if we are unable to obtain a listing on that exchange within
a certain amount of time.
The Series B Stock Purchase Agreement also requires that we establish a
five-member board of advisors.
Directors and Executive Officers of Dalian Fushi
Dalian Fushi's current executive officers and directors are as follows:
Directors and Executive Officers Position/Title Age
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Li Fu Executive Director 39
Yue Yang General Manager 37
Wenbing Chris Wang Chief Financial Officer 34
Xishan Yang Chief Engineer and 67
Executive Vice President
of Research and Development
Chunyan Xu Supervisor Director 49
Under Dalian Fushi's Articles of Association, Dalian Fushi's corporate
governance consists of one Executive Director, one Supervisor Director and one
General Manager. The Executive Director is elected and appointed by the
shareholders for a term of three years and can be re-elected for consecutive
terms. During the terms of his service, the shareholders cannot discharge the
Executive Director without cause. The appointment and termination of the General
Manager is determined by the Executive Director. The Supervisor Director is
elected by the shareholders for a term of three years and can be re-elected for
consecutive terms.
The following is a description of the business experience for the last
five years for each of the above named directors and executive officers of our
company, DPI, Dalian DPI and Dalian Fushi.
Mr. Li Fu was appointed Chairman and President of our company on December
13, 2005. Mr. Fu is a founder of Dalian Fushi and has been the Executive
Director of Dalian Fushi since he founded the company in 2001. Prior to founding
Dalian Fushi and focusing his time on Dalian Fushi's management and operations,
Mr. Fu had founded and managed Dalian Fushi Enterprise Group Co., Ltd., a
holding company owning various subsidiaries in the hotel, process control
instrumentation, international trade, automobile maintenance and education
businesses. Mr. Fu graduated from PLA University of Science and Technology with
a degree in Engineering.
Mr. Yue Yang was appointed Vice-President and a director of our company on
December 13, 2005. He has served as the General Manager of Dalian Fushi since
November 2004. Mr. Yang is the founder of Forward Investment Co., Ltd and has
served as its Chairman since 2000. Prior to that, Mr. Yang worked for Liaoning
Province Economic & Trade Collaboration Enterprise Group as an Executive VP from
1994 to 1998 and the Export Department of Liaoning Province Chemicals Import &
Export Corporation as a Business Manager from 1990 to 1994. Mr. Yang graduated
from Shenyang Finance University with a Bachelor's Degree in International
Trade.
Mr. John D. Kuhns was appointed a director of our company on December 13,
2005. Mr. Kuhns has been a 45% shareholder, a director and chairman of Kuhns
Brothers, Inc., a holding company founded in 1987 for its 100% subsidiary, Kuhns
Bros. & Co., Inc., an investment banking firm specializing in providing
financing for power technology ventures, and, more recently, manufacturing
operations within the PRC. Additionally, Kuhns Brothers, Inc. owns 100% of Kuhns
Brothers Securities Corporation, a broker dealer, registered with the Securities
and Exchange Commission, in which Mr. Kuhns is the Chairman. Since March 2005,
Mr. Kuhns has been a director and chairman of Deli Solar (USA), Inc., a U.S.
reporting company with solar hot water heaters manufacturing operation in the
PRC. Since 2002 Mr. Kuhns has been a director and chairman of Distributed Power,
Inc., a public company that owns electric generating projects. Mr. Kuhns is also
a director of China Sciences Conservational Power Limited, a company listed on
the Hong Kong Stock Exchange. Neither of the foregoing Kuhns companies, nor Deli
Solar (USA), Inc., Distributed Power, Inc. or China Sciences Conservational
Power Limited are affiliated with the Company. Mr. Kuhns holds a bachelors
degree in sociology and fine arts from Georgetown University, a master's degree
in fine arts from the University of Chicago and an MBA degree from the Harvard
Business School.
Mr. Chris Wenbing Wang has served as our Chief Financial Officer and
Treasurer since December 13, 2005. From November 2004 to March 2005, Wang served
as an Executive Vice President of Redwood Capital, Inc, with specific focus on
providing strategic and financial advisory services to China based clients
seeking access to the U.S. capital markets. Mr. Wang previously served as
Assistant VP of Portfolio Management at China Century Investment Corporation
from October 2002 to September 2004. Mr. Wang began his investment banking
career at Credit Suisse First Boston (HK) Ltd in 2001. From 1999 to 2000, Mr.
Wang worked for VCChina as Management Analyst. Fluent in both English and
Chinese, Mr. Wang holds an MBA from Simon Business School of University of
Rochester and is a Level III candidate of the Chartered Financial Analyst (CFA)
Program.
Mr. Xishan Yang has served as the Executive Vice President of R & D and
Chief Engineer of Dalian Fushi since its inception in 2001. Mr. Yang has more
than 40 years of working experience in the communication electronics industry.
He had held executive management positions with a number of electronic
enterprises prior to joining our company. During his career, Mr. Yang has
focused on the development, design, and processes of metallic and bimetallic
cable production. He holds several patents for the design of the modified
Cladding and Drawing processes for CCA and CCS production used by Dalian Fushi
and has extensive experience in production management. Mr. Yang graduated from
Harbin Industrial University with a graduate degree in engineering.
Ms. Chunyan Xu has served as the Supervisor Director of Dalian Fushi since
2001. She previously served as the Chief Accountant at the Dalian Personnel
Bureau and served as a Finance Manager of a Chinese public company. Ms. Xu has
many years of experience in industrial accounting, public company accounting and
accounting management.
To our knowledge, during the last five years, none of our directors and
executive officers (including those of our subsidiaries) has
o Had a bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time.
o Been convicted in a criminal proceeding or been subject to a pending
criminal proceeding, excluding traffic violations and other minor
offenses.
o Been subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of 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.
o Been found by a court of competent jurisdiction (in a civil action),
the SEC, or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 9.01 Financial Statements and Exhibits.
(b) The following exhibits are filed with this Current Report:
Exhibit No. Description of Exhibit
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4.1 Stock Purchase Agreement, dated as of December 13, 2005 by and
among Parallel Technologies, Inc., Dalian Fushi, the
management of Dalian Fushi, Chinamerica Fund, LP, and the
other investors named therein.*
4.2 Form of Warrant.*
4.4 Form of Amendment No. 1 to Stock Purchase Agreement, dated as
of December 13, 2005 by and among Parallel Technologies, Inc.,
Dalian Fushi, the management of Dalian Fushi, Chinamerica
Fund, LP, and the other investors named therein.
4.5 Form of Stock Purchase Agreement, dated as of December 28,
2005 by and among Parallel Technologies, Inc., Dalian Fushi,
the management of Dalian Fushi, Heller Capital Investments,
LLC, and the other investors named therein.
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* Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the SEC on December 14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 4, 2006 Parallel Technologies, Inc.
(Registrant)
By: /s/ Wenbing Cris Wang
------------------------------------
Wenbing Chris Wang
Chief Financial Officer