DEF 14C 1 v032586def14c.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

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Preliminary Information Statement

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Confidential, for Use of the Commission Only (As Permitted by Rule 14c-5(d)(2))

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Definitive Information Statement

PARALLEL TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)


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INFORMATION STATEMENT
January 4, 2006

PARALLEL TECHNOLOGIES, INC.

GENERAL

This Information Statement is being distributed to the holders of record of the common stock, par value $.006 per share (“Common Stock”), of Parallel Technologies, Inc., a Nevada corporation (the “Company”), at the close of business on December 28, 2005 (the “Record Date”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Information Statement advises shareholders of actions taken and approved on December 5, 2005 by Glenn A. Little, who at that time was the sole Director and holder of a majority of the Company’s outstanding shares of Common Stock (the “Majority Shareholder”)

·

to change the name of the Company to Fushi International, Inc. (the “Name Change”)

·

to authorize the Board of Directors to effect a two hundred forty-five and twenty-seven one-hundredths-for-one (245.27:1) reverse stock split of the outstanding shares of Common Stock (the “Reverse Split”
and, together with the Name Change, the “Corporate Actions”).

The Corporate Actions will not become effective until the filing with the Office of the Secretary of State of Nevada of an Amendment to the Company’s Articles of Incorporation (the “Amendment”) at least 20 days after the date of the mailing of this Information Statement to the Company’s shareholders.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Introduction

On December 13, 2005, the Company entered into a series of restructuring transactions as a result of which it has acquired, through an indirect wholly-owned subsidiary, substantially all of the assets and business of Dalian Fushi Bimetallic Manufacturing Co., Ltd., a People’s Republic of China (“PRC”) limited liability company (“Dalian Fushi”).  As part of the transactions, Dalian Fushi acquired a controlling interest in the Company from the Majority Shareholder. The business of Dalian Fushi is operated now by the Company’s sole operating subsidiary, Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd. (“Dalian DPI”). 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 Company accomplished the acquisition through the following steps:

1. Dalian Fushi’s shareholders and Dalian Fushi’s U.S. financial adviser, Kuhns Brothers, Inc. (“Kuhns Brothers”), formed Diversified Product Inspections, Inc., a Delaware corporation (“DPI”), and Dalian DPI. Dalian DPI is 100% owned by DPI and is a “wholly foreign owned entity” under PRC law by virtue of its status as a wholly-owned subsidiary of DPI, as a non-PRC company.

2. On November 8, 2005, Dalian Fushi entered into a stock purchase agreement with our former director, president and majority shareholder, Glenn A. Little, which closed on December 13, 2005. Under this agreement, as amended, Mr. Little sold his 20,000,000 pre-Reverse Split shares of Common Stock to Dalian Fushi. As a result, Dalian Fushi became the Company’s majority shareholder. In connection with this agreement, and prior to its closing, Mr. Little resigned as a director and appointed Li Fu, Yue Mathus Yang and John D. Kuhns as directors of the 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 those of the Company. Mr. Little also resigned all his officer positions with the Company effective immediately following the closing of a private placement offering described in step 5 below. Contemporaneous with Mr. Little’s resignation from his officer positions, our new directors appointed new officers



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with immediate effect. See “Change In Control of the Company” for more information on the stock purchase agreement between Dalian Fushi and Mr. Little.

3. On December 13, 2005, the Company consummated a share exchange agreement with DPI, under which the Company exchanged 784,575.16 shares of its newly designated Series A Convertible Preferred Stock (the “Series A Stock”) for all of the issued and outstanding stock of DPI held by the shareholders of DPI. The shareholders of Dalian Fushi owned approximately 95.12% of the outstanding shares of DPI, and thus received 746,254.01 shares of Series A Stock. The Series A Stock is convertible into Common Stock following the Reverse Split described below. As a result, DPI and Dalian DPI became the Company’s direct and indirect wholly-owned subsidiaries, respectively.

4. Immediately following the above transactions, but on the same date, Dalian DPI consummated a series of agreements with Dalian Fushi to purchase substantially all of the assets of Dalian Fushi and lease the remaining assets (the “Restructuring Agreements”). Although the acquisition of the assets and business of Dalian Fushi was effective on December 13, 2005, Dalian DPI did not commence operating the business until December 28, 2005, the date upon which all of the transactions contemplated by the Restructuring Agreements were completed. Under the Restructuring Agreements, Dalian Fushi’s business is conducted now by Dalian DPI. To the extent that any aspect of Dalian Fushi’s business needs to be conducted through Dalian Fushi in the future, the Restructuring Agreements provide Dalian DPI with the ability to control Dalian Fushi and any of its remaining assets and operations. The Restructuring Agreements were utilized, instead of a complete acquisition of Dalian Fushi’s assets, because current PRC law does not specifically provide for the approval procedures and the detailed implementation regulations on non-PRC entity’s equity to be used as consideration to acquire a PRC entity’s equity or assets, which makes it impossible for a non-PRC entity to use its equity to acquire a PRC entity. If an acquisition of a PRC entity using foreign equity was possible, we could have acquired 100% of the stock of Dalian Fushi in exchange for Common Stock. While PRC law does allow for the purchase of equity interests in (or assets of) a PRC entity by a non-PRC entity for cash, the purchase price must be based on the appraised value of such equity (or assets). Because the Company did not have sufficient cash to pay the estimated full value of all of the assets of Dalian Fushi, the Company, through Dalian DPI, purchased the maximum amount of assets possible with the net proceeds of the private placement offering described below, and leased the remainder of Dalian Fushi’s assets used in Dalian Fushi’s business for nominal consideration.

5. The funds used for the consummation of the stock purchase agreement with Mr. Little and the Restructuring Agreements were provided from the proceeds of a $12 million private placement offering of the Company’s Series B Convertible Preferred Stock (the “Private Placement”). The Company received gross proceeds of $11,225,000 at an intial closing on December 13, 2005 and gross proceeds of $775,000 at a closing on December 28, 2005. The investors in this offering purchased a total of 215,424.84 shares of the Company’s newly-designated Series B Convertible Preferred Stock (“Series B Stock”), warrants to purchase additional shares of our Common Stock and rights to additional issuances of Common Stock based on certain conditions. The Series B Stock is convertible into shares of Common Stock following the Reverse Split described below. The net proceeds of the Series B Stock offering will otherwise be used by Dalian DPI principally for the conduct of its business.

The Series A Stock and the Series B Stock will not convert into shares of Common Stock until the Company effects the Reverse Split. The Reverse Split was approved by the holder of a majority of the Company’s then outstanding Common Stock on December 5, 2005, along with a change in the Company’s corporate name to “Fushi International, Inc.” The Reverse Split and name change is expected to occur within 25 days of the mailing of this Information Statement to the Company’s shareholders of record as of the close of business on December 28, 2005.

For additional information concerning the transactions relating to the acquisition of the assets and business of Dalian Fushi, including the Restructuring Agreements, and the business of Dalian Fushi, see Items 1.01 and 2.01 of the Company’s 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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[v032586def14c001.jpg]

The funds used for DPI to purchase the assets and business of Dalian Fushi were provided from the proceeds of the $12 million Private Placement offering of Series B Stock to accredited investors, described above. The investors in the Private Placement purchased 215,424.85 shares of Series B Stock, together with warrants to purchase additional shares of Common Stock. As a result of the Reverse Split, each share of the Series B Stock will convert automatically into approximately 19.73 shares of Common Stock. All of the Series B Stock will convert into an aggregate of approximately 4,250,000 shares of Common Stock, which will represent approximately 21.25% of the Company’s outstanding Common Stock.

Change In Control of the Company

On December 13, 2005, Dalian Fushi purchased the 20,000,000 shares of Common Stock owned by the Majority Shareholder, representing 50.96% of the outstanding shares of Common Stock, under a stock purchase agreement dated as of November 8, 2005 (the “Little Stock Purchase Agreement”). The purchase price was $550,000, which was provided from the proceeds of the Private Placement and payment of the purchase price was deferred until the initial closing of the financing in the Private Placement.

In connection with the sale, the Company entered into a consulting agreement with Mr. Little, dated as of November 8, 2005 (the “Consulting Agreement”). Under the terms of the Consulting Agreement, the Company retained Glenn Little as a consultant to provide certain consulting services, information and materials to the Company and its advisors relating to the Company’s past operations and filings. As consideration, the Company issued to Mr. Little a warrant for the purchase of such number of shares of Common Stock equal to 0.4% of the outstanding Common Stock, after giving effect to the Reverse Split. The warrant may be exercised following the Reverse Stock Split and has a term of five years. The exercise price of the warrant is $0.01 per share. The Company has granted Mr. Little piggyback registration rights for the public resale of the shares of Common Stock that he may acquire upon exercise of the warrant.

By virtue of the acquisition of 20,000,000 shares of Common Stock, or 50.96% of the outstanding shares of Common Stock, by Dalian Fushi under the Little Purchase Agreement, together with the 746,254.01 shares, or approximately 95.12% of the outstanding shares, of Series A Stock received by the Dalian Fushi shareholders under



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the share exchange agreement with DPI, Dalian Fushi and its shareholders acquired control of the Company on December 13, 2005. Under the terms of the Little Purchase Agreement, at closing, Mr. Little, the sole director of the Company, appointed Messrs. Li Fu, Yue Mathus Yang and John D. Kuhns as directors of the Company, and Mr. Little resigned as a director and officer immediately after the initial closing of the Private Placement. Mr. Li Fu is the controlling shareholder, chief executive officer and a director of Dalian Fushi. Mr. Yue Mathus Yang is a shareholder and the general manager of Dalian Fushi. Dalian Fushi and its shareholders continue to retain control of the Company following the acquisition of the assets and business of Dalian Fushi and the Private Placement.

On November 14, 2005, the Company filed an information statement with the SEC relating to the change in control of our Board of Directors containing the information required under Rule 14f-1 of the Exchange Act and on November 21, 2005, the Company distributed that information statement to all holders of record of Common Stock.

THE NAME CHANGE

The sole director and the Majority Shareholder approved an amendment to the Articles of Incorporation of the Company to change its corporate name from Parallel Technologies, Inc. to Fushi International, Inc. The new corporate name more closely identifies the Company with the tradename “Fushi” used by its operating business.

THE REVERSE SPLIT

At the time of the Reverse Split, holders of outstanding shares of Common Stock will receive one share of post-Reverse Split Common Stock for each 245.27 shares of pre-Reverse Split Common Stock held as of the close of business on the date the Amendment is filed. No fractional shares of Common Stock will be issued in connection with the Reverse Split. All fractional share amounts resulting from the Reverse Split will be rounded up to the next whole new share.  In connection with the Reverse Split, the Company’s 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 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 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 the Company’s 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 the Board of Directors.

Authorization by the Sole Director and Majority Shareholder

Under Section 78.320 of the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, any action that can be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. Under Chapter 78 of the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, the approval of each of the Corporate Actions requires the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock. Each share is entitled to one vote per share on any matter which may properly come before the shareholders.

On December 5, 2005, Glenn Little, then the sole director of the Company and the holder of 50.96% of the total outstanding Common Stock on such date, authorized the Corporate Actions and the filing of the Amendment by Written Consent of the sole Director and Majority Shareholder as set forth in Exhibit A to this Information Statement. As of the close of business on December 5, 2005, the Company had outstanding 39,243,659 shares of Common Stock, its only class of voting securities as of that date.

Accordingly, the Company has obtained all necessary corporate approvals in connection with the Corporate Actions and is furnishing this Information Statement solely for the purpose of informing shareholders of the Corporate Actions, in the manner required under the Exchange Act, before the Amendment effectuating the Corporate Actions may be filed.



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Effective Date

The Reverse Split and the Name Change will become effective immediately upon the filing of Articles of Amendment to the Articles of Incorporation of the Company with the Office of the Secretary of State of Nevada. The filing will be made at least 20 days after the date this Information Statement is first sent to shareholders. At the time of filing, all then outstanding shares of Common Stock will be converted, without any action on the part of the shareholders, into a new lesser number of shares of Common Stock in accordance with the ratio of 1 new post-split share for each 245.27 shares owned immediately prior to the Reverse Split, except that an additional new share will be issued for each fractional share resulting from the Reverse Split and subject to the Board of Directors, in its discretion, taking the action necessary to preserve round lot holders described below.

Reasons for the Reverse Split

The Reverse Split is being effected so that there will be a sufficient number of authorized, but unissued shares of Common Stock of the Company to issue upon the automatic conversion of all outstanding shares of Series A Stock and Series B Stock.

Shareholders should note that the effect of the Reverse Split upon the market price for the Common Stock cannot be accurately predicted. We cannot assure you that the market price for shares of Common Stock will be proportionately greater after the Reverse Split than immediately prior to the Reverse Split, or that the market price will increase, or that any increase will be maintained for any period of time, after the Reverse Split. We also cannot assure you that the Reverse Split will not adversely impact the market price of the Common Stock.

Bid and ask quotations for the Common Stock appear on the NASD’s over-the-counter Bulletin Board under the symbol PLLK.OB. As of December 30, 2005, there was a limited trading market for the Common Stock, and there has been no regular, established trading market for the Common Stock since 1993.

The high bid and low ask prices for the Common Stock as reported by Yahoo Finance on December 30, 2005 were: $0.035 and $0.038, respectively. These over-the-counter market bid and ask quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. As of December 28, 2005, there were approximately 500 holders of record of the Common Stock.

Effects of the Reverse Split

Voting Rights. Holders of Common Stock will continue to have one vote for each share of Common Stock owned after the Reverse Split. Consequently, the voting and other rights of the holders of the Common Stock will not be affected by the Reverse Split, other than as a result of the issuance of additional shares of Common Stock resulting from the automatic conversion of shares of Series A Stock and Series B Stock into Common Stock simultaneously with the occurrence of the Reverse Split, and the treatment of fractional shares and actions which the Board of Directors may undertake to preserve round lot holders, described below.

Number of Shareholders; Par Value and Authorized Shares. Other than the holders of Series A and B Stock who will be become holders of Common Stock upon the automatic conversion of their shares of Series A or Series B Stock into shares of Common Stock at the time of the Reverse Split, the number of shareholders of record will not be affected by the Reverse Split. The par value and authorized number of shares of Common Stock under the Company’s Articles of Incorporation will remain the same following the effective time of the Reverse Split.

Number of Shares Outstanding. Not including the number of shares issued to the holders of Series A Stock and Series B Stock upon the automatic conversion of the Series A Stock and Series B Stock into Common Stock occurring simultaneously with the Reverse Split, the number of shares of Common Stock issued and outstanding will be reduced following the effective time of the Reverse Split. As a result of the Reverse Split, each 245.27 shares of Common Stock owned before the effective time of the Reverse Split will be converted automatically into one share of Common Stock, without any action on the part of the shareholders, subject to adjustment for fractional shares.

All fractional share amounts resulting from the Reverse Split will be rounded up to the next whole new share. In connection with the Reverse Split our Board of Directors, in its discretion, may provide special treatment to certain shareholders to preserve round lot holders (i.e., holders owning at least 100 shares) after the Reverse Split. In the event our Board determines to provide such special treatment, shareholders holding 24,500 or fewer shares of



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Common Stock, but at least 12,250 shares of Common Stock will receive 100 shares of Common Stock after the Reverse 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.

Public Status; Reporting Requirements. There is currently no intention for the Company to go private, and the Reverse Split is not intended to be a first step in a going private transaction and will not have the effect of a going private transaction covered by Rule 13e-3 of the Exchange Act. Moreover, the Reverse Split will not increase the risk of the Company becoming a private company in the future. The Company will continue to be subject to the periodic reporting requirements of the Exchange Act following the Reverse Split.

Issuance of Additional Shares. The number of authorized shares of Common Stock will continue to be 100 million after the Reverse Split. However, the number of authorized but unissued shares of Common Stock effectively will be increased significantly by the Reverse Split because the 39,243,659 shares outstanding prior to the Reverse Split, approximately 39.2% of the 100 million authorized shares, will be reduced to approximately 160,000 shares, or .16% of the 100 million authorized shares. The issuance in the future of such additional authorized shares, including an aggregate of approximately 15,475,595 shares of Common Stock that will be issued upon the conversion of the Series A Stock and an aggregate of approximately 4,250,000 shares of Common Stock that will be issued upon the conversion of the Series B Stock, may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of Common Stock. The effective increase in the number of authorized, but unissued shares of Common Stock may be construed as having an anti-takeover effect by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of the Company’s Articles of Incorporation or Bylaws. Such a use of these additional authorized shares could render more difficult, or discourage, an attempt to acquire control of the Company through a transaction opposed by the Board of Directors. At this time, other than for the conversion of the Series A Stock and the Series B Stock and the exercise of outstanding warrants, the Board of Directors does not have plans to issue any shares of Common Stock resulting from the effective increase in the number of our authorized, but unissued shares generated by the Reverse Split.

Federal Income Tax Consequences

The Company will not recognize any gain or loss as a result of the Reverse Split.

The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the Federal income tax consequences of the Reverse Split. The state and local tax consequences of the Reverse Split may vary significantly as to each stockholder, depending upon the jurisdiction in which such shareholder resides. Shareholders are urged to consult their own tax advisers to determine the particular consequences of the Reverse Split to them.

Distribution and Costs

The Company will pay the cost of preparing, printing and distributing this Information Statement. Only one Information Statement will be delivered to multiple shareholders sharing an address, unless contrary instructions are received from one or more of such shareholders. Upon receipt of a written request at the address noted above, the Company will deliver a single copy of this Information Statement and future shareholder communication documents to any shareholders sharing an address to which multiple copies are now delivered.

Absence of Dissenters’ Rights of Appraisal

Neither the adoption by the Board of Directors, nor the approval by the Majority Shareholder, of the Reverse Split or the Name Change provides shareholders any right to dissent and obtain appraisal of or payment for such shareholder’s shares under Chapter 78 of the Revised Nevada Statutes, the Articles of Incorporation or the Bylaws.



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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 28, 2005 with respect to the beneficial ownership of each class of the Company’s voting securities by (i) any person or group owning more than five percent of each class of voting securities, (ii) each director, (iii) each executive officer, and (iv) all executive officers and directors as a group. The table reflects the ownership of Common Stock by the foregoing individuals before and after the Reverse Split.

As of December 28, 2005, we had outstanding 39,243,659 shares of Common Stock, 784,575.16 shares of Series A Stock and 215,424.84 shares of Series B Stock. Each share of Series A Stock and Series B Stock will convert automatically into approximately 19.73 shares of Common Stock upon the effectiveness of the Reverse Split, which we expect will be effected not earlier than 20 days nor later than 25 days after the date this Information Statement is mailed to shareholders.

Shares of Series A Stock and Series B Stock vote together with shares of Common Stock on all matters upon which stockholders are entitled to vote, except to the extent a class vote is required under Nevada law or as otherwise provided in the certificate of designation creating such series. On those matters upon which the Series A Stock and Series B Stock vote together with the Common Stock as a single class prior to the Reverse Split, each share of Series A Stock or Series B Stock counts as 4,838.86 votes, as if converted prior to the effectiveness of the Reverse Split, while each share of Common Stock only counts as one vote.

In determining beneficial ownership of the Common Stock after the Reverse Split, the number of shares shown includes shares which the beneficial owner will acquire upon conversion of the Series A Stock or the Series B Stock and upon exercise of warrants or options which may be acquired within 60 days. In determining the percent of Common Stock owned by a person on December 28, 2005, (a) the numerator is the number of shares of the class beneficially owned by such person, including shares which the beneficial owner may acquire within 60 days upon conversion or exercise of a derivative security, but excluding shares that the beneficial owner will acquire upon automatic conversion of the Series A Stock or Series B Stock or upon exercise of warrants issued in the Private Placement and (b) the denominator is the sum of (i) the total shares of that class outstanding on December 28, 2005, and (ii) the total number of shares that the beneficial owner may acquire upon conversion or exercise of a derivative security, but excluding shares that the beneficial owner will acquire upon automatic conversion of the Series A Stock or Series B Stock or upon exercise of warrants issued in the Private Placement. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

Except as otherwise stated, the address of the directors and executive officers listed in the table is c/o the Company, 1 Shuang Qiang Road, Jinzhou, Dalian, People’s Republic of China 116100.




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Amount and Nature of Beneficial Ownership

 

Percent of Class

     
  

Preferred Stock

 

Common

 

Preferred Stock

 

Common

 

Common Stock

 

Name of Beneficial Owner

 

Series A

 

Series B

 

Stock

 

Series A

 

Series B

 

Stock

 

Shares

 

  Percent   

 
                  

Owner of More than
5% of Class

                 

Dalian Fushi Enterprise

                 

Group Company, Ltd.

                 

("Fushi Group")

                 

1 Shuang Qiang Road

                 

Jinzhou, Dalian

                 

People's Republic of

 

654,688.64

   

 

   

20,000,000

   

83.45

%

 

   

50.96

%

12,997,540

   

64.99

%

China 116100

   

  note 1

   

  note 2

           
                  

Pope Asset

                 

Management LLC

                 

Suite 512

                 

5100 Poplar Avenue

   

62,832.25

     

29.17

%

  

1,859,375

 

8.51

%

Memphis, TN 38137

   

 note 3

         

 note 3

   
                  
                  

2909 St. Andrews

                 

Richardson, TX 75082

   

30,518.52

    

     

14.17

%

  

903,125

 

4.32

%

                  

Barron Partners LP

                 

730 Fifth Avenue

                 

New York, NY

   

22,440.09

    

     

10.42

%

  

664,063

 

3.21

%

                  

Chinamerica Dalian

                 

Fushi Acquisition

                 

Fund LLP

                 

2909 St. Andrews

                 

Richardson, TX 75082

   

17,952.07

     

8.33

%

  

531,250

 

2.59

%

                  

Renaissance US

                 

Growth Investment

                 

Trust PLC

                 

Suite 210 LB 59

                 

8080 N. Central

                 

Expressway

                 

Dallas, TX 75246-1857

   

 

   

17,952.07

   

    

8.33

%

  

531,250

 

2.59

%



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Amount and Nature of Beneficial Ownership

 

Percent of Class

     
  

Preferred Stock

 

Common

 

Preferred Stock

 

Common

 

Common Stock

 

Name of Beneficial Owner

 

Series A

 

Series B

 

Stock

 

Series A

 

Series B

 

Stock

 

Shares

 

  Percent   

 
                  

BFS US Special

                 

Opportunities

                 

Trust PLC

                 

Suite 210 LB 59

                 

8080 N. Central

                 

Expressway

                 

Dallas, TX 75246-1857

   

17,952.07

     

8.33

%

  

531,250

   

2.59

%

                  

Lake Street Fund LP

                 

660 S. Lake Street

                 

Pasadena, CA

   

12,566.45

   

    

5.83

%

  

371,875

 

1.83

%

                  

Heller Capital

                 

Investments, LLC

                 

700 East Palisades

                 

Avenue

                 

Englewood Cliffs, NJ

   

11,220.04

     

5.21

%

  

332,032

 

1.63

%

         

   

        

Directors and

                 

Executive Officers

                 

Li Fu (through Fushi

                 

Group), Chairman of

                 

the Board, Director,

 

654,688.64

   

20,000,000

   

83.45

%

 

   

50.96

%

12,997,540

 

64.99

%

President

 

  note 1

   

notes 1, 2

           
                  

Yue Mathus Yang

                 

Director and

 

74,625.40

   

20,000,000

 

10.00

%

  

50.96

%

1,553,787

 

7.77

%

Vice President

 

  note 1

   

notes 1, 2

           
                  

John D. Kuhns

                 

Director

                 

The Farm

                 

558 Lime Rock Road

 

16,167.49

     

2.06

%

    

558,280

 

2.76

%

Lakeville, CT 06039

 

  note 4

               




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Amount and Nature of Beneficial Ownership

 

Percent of Class

     
  

Preferred Stock

 

Common

 

Preferred Stock

 

Common

 

Common Stock

 

Name of Beneficial Owner

 

Series A

 

Series B

 

Stock

 

Series A

 

Series B

 

Stock

 

Shares

 

  Percent   

 
                  

Xishan Yang

                 

Director

                 

Head of Research and

                 

Development of

 

12,238.57

   

20,000,000

 

    *

   

50.96

%

322,991

 

1.62

%

Dalian Fushi

 

  note 1

   

notes 1, 2

           
                  

Chunyan Xu

                 

Director

                 

Executive Vice President

                 

of Research and

                 

Development of

 

4,701.40

   

20,000,000

 

    *

   

50.96

%

174,294

 

*

 

Dalian Fushi

 

  note 1

   

notes 1, 2

           
                  

Wenbing Chris Wang

                 

Chief Financial Officer

     

0

       

0

   
                  

All Directors and

                 

Executive Officers as

                 

a group (6 persons)

 

762,421.50

   

20,000,000

 

97.18

%

  

50.96

%

 15,362,265

   

75.90

%

——————

* Less than 1%

(1)

As a condition of the Series B Stock purchase agreements, Dalian Fushi has deposited in escrow 20,000,000 pre-Reverse Split shares of Common Stock acquired from Majority Shareholder, and Dalian Fushi’s management team, which includes Li Fu, Yue Mathus Yang, Xishan Yang and Chunyan Xu, has deposited in escrow 746,254 shares of Series A Stock that will collectively convert into 14,803,983 shares of Common Stock, representing approximately 74.02% of the outstanding Common Stock following the Reverse Split to secure their indemnity obligations under the Series B Stock purchase agreements and our obligation to meet the net profit targets for the fiscal year ending December 31, 2005 as set forth in the Series B Stock purchase agreement.

(2)

On December 13, 2005, Dalian Fushi Bimetallic Manufacturing Company, Ltd., a company owned by Li Fu, Chunyan Xu, Yue Mathus Yang and Xishan Yang, acquired 20,000,000 pre-split shares of Common Stock from the Majority Shareholder. Under SEC rules, each of those persons is deemed to have acquired beneficial ownership of all of those shares. For purpose of Section 13(d)(3) of the Exchange Act, they may be considered collectively as a “group”, and thus each is deemed to be the beneficial owner of the entire 20,000,000 pre-Reverse Split shares. The percentage of ownership of voting stock of the group as a whole is 74.02%.

(3)

Pope Asset Management LLC acquired these shares for the accounts of 139 of its clients and has sole voting power over these shares, but shares dispositive power with its clients over the shares in their respective accounts.

(4)

Includes 10,116.78 shares of Series A Stock and warrants to purchase 149,575 shares of Common Stock owned by Kuhns Brothers. Mr. Kuhns is the Chairman and 45% shareholder of Kuhns Brothers.



10






RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommended approval of the Reverse Split and the Name Change to the Majority Shareholder.

By Order of the Board of Directors

 

January 4, 2006

  
   

/s/ Li Fu

  

Li Fu

  

Director and President

  



11






Exhibit A

WRITTEN CONSENT OF THE SOLE DIRECTOR AND MAJORITY SHAREHOLDER OF
PARALLEL TECHNOLOGIES, INC.

THE UNDERSIGNED, being the sole director and the holder of a majority of the outstanding shares of Common Stock of Parallel Technologies, Inc., a Nevada corporation (the “Corporation”), hereby adopts the following resolutions by written consent pursuant to Sections 78.315(2) and 78.320(2) of the Nevada Revised Statutes, as if duly adopted at a duly called and noticed meeting:

RESOLVED, that Article I of the Articles of Incorporation of the Company be amended to read as follows:

“ARTICLE I – NAME

The name of the corporation (hereinafter called the “Corporation”) is Fushi International, Inc.”; and be it further

RESOLVED, that Article IV of the Articles of Incorporation of the Corporation be amended by combining (the “Reverse Split”) the outstanding shares of common stock of the Corporation on the basis that 245.27 of such shares of common stock shall become one (1) share of common stock without changing the par value of the shares of the Corporation; provided that no fractional shares of the Corporation shall be issued in connection with the Reverse Split and the number of shares to be received by a stockholder shall be rounded up to the nearest whole number of shares in the event that such stockholder would otherwise be entitled to receive a fractional share as a result of the Reverse Split; and be it further

RESOLVED, that the proper officers of the Corporation be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to prepare and file with the Securities and Exchange Commission (the “Commission”) and distribute to the stockholders of the Corporation an Information Statement pursuant to Regulation 14C under the Exchange Act (the “Information Statement”) with respect to the change in the name of the Corporation to Fushi International, Inc. and the Reverse Split, such Information Statement to be in such form as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable, in conformance with applicable laws, rules and regulations, any such determination to be conclusively evidenced by the preparation, signing, filing and distribution by such officers of the Information Statement; and be it further

RESOLVED, that the record date for determining shareholders to receive the Information Statement (the “Record Date”) be, and it is hereby, fixed as the close of business on December 28, 2005; and be it further

RESOLVED, that the proper officers of the Corporation be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to execute and file with the Nevada Secretary of State an Amendment to the Articles of Incorporation of the Corporation (the “Amendment”) providing for the combination of the Corporation’s outstanding shares of stock on a 1:245.27 basis, without changing the par value of the resulting shares, such Amendment to be in such form as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable, any such determination to be conclusively evidenced by the execution, delivery and filing by such officers of the Amendment; and be it further

RESOLVED, that the effective date of the Reverse Split be, and it hereby is, fixed as the 20th day following the date of the Information Statement; and be it further

RESOLVED, that the proper officers of the Corporation be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to execute and deliver all such further documents, instruments and agreements, and to do all such further acts and things, as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable to effectuate the foregoing resolutions, any such determination to



A-1






be conclusively evidenced by the execution and delivery by such officers of any such document, instrument or agreement or the doing by them of any such act or thing.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date indicated below.

/s/ Glenn A. Little

  

Glenn A. Little

 

Date: December 5, 2005

In his capacity as Sole Director and record holder of 20 million shares of Common Stock, the only class of voting stock of the Corporation, representing 50.96% of the outstanding Common Stock

  




A-2