UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------


(Mark one)

   X     Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934


           For the quarterly period ended March 31, 2002

         Transition Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934



           For the transition period from ______________ to _____________

--------------------------------------------------------------------------------


                         Commission File Number: 0-19276
                                                 -------

                           Parallel Technologies, Inc.
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                 13-3140715
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                  211 West Wall Street, Midland, TX 79701-4556
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (432) 682-1761
                                 --------------
                          (Issuer's telephone number)


--------------------------------------------------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES    NO X
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: July 16, 2004: 39,243,659

Transitional Small Business Disclosure Format (check one):  YES    NO X
                                                               ---   ---



<PAGE>

                           Parallel Technologies, Inc.

                Form 10-QSB for the Quarter ended March 31, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                                3

  Item 2   Management's Discussion and Analysis or Plan of Operation          11

  Item 3   Controls and Procedures                                            14

Part II - Other Information

  Item 1   Legal Proceedings                                                  14

  Item 2   Changes in Securities                                              14

  Item 3   Defaults Upon Senior Securities                                    14

  Item 4   Submission of Matters to a Vote of Security Holders                14

  Item 5   Other Information                                                  14

  Item 6   Exhibits and Reports on Form 8-K                                   14


Signatures                                                                    15
















                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements

                           Parallel Technologies, Inc.
                                 Balance Sheets
                             March 31, 2002 and 2001

                                   (Unaudited)
                                                                    March 31,       March 31,
                                                                      2002            2001
                                                                  ------------    ------------
<S>                                                               <C>             <C>
                                     Assets
                                     ------

Current Assets
   Cash on hand and in bank                                       $       --      $       --
                                                                  ------------    ------------

   Total Current Assets                                                   --              --
                                                                  ------------    ------------

Total Assets                                                      $       --      $       --
                                                                  ============    ============


                 Liabilities and Shareholders' Equity (Deficit)
                 ----------------------------------------------
Liabilities
   Current Liabilities
     Accounts payable - trade                                     $     18,000    $     16,000
                                                                  ------------    ------------

     Total Current Liabilities                                          18,000          16,000
                                                                  ------------    ------------


Commitments and Contingencies


Shareholders' Equity (Deficit)
   Common stock - $0.006 par value
     100,000,000 shares authorized
     19,243,659 shares issued and outstanding, respectively            115,461         115,461
   Additional paid-in capital                                       11,897,663      11,897,663
   Accumulated deficit                                             (12,031,124)    (12,029,124)
                                                                  ------------    ------------

   Total Shareholders' Equity (Deficit)                                (18,000)        (16,000)
                                                                  ------------    ------------

   Total Liabilities and Shareholders' Equity                     $       --      $       --
                                                                  ============    ============
</TABLE>



   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               3

<PAGE>

                           Parallel Technologies, Inc.
                 Statements of Operations and Comprehensive Loss
                   Three months ended March 31, 2002 and 2001


                                                   Three months    Three months
                                                       ended           ended
                                                     March 31,       March 31,
                                                       2002            2001
                                                   ------------    ------------

Revenues                                           $       --      $       --
                                                   ------------    ------------

Expenses
   General and administrative expenses                      500             500
                                                   ------------    ------------

     Total operating expenses                               500             500
                                                   ------------    ------------

Loss from continuing operations
   before provision for income taxes                       (500)           (500)

Provision for income taxes                                 --              --
                                                   ------------    ------------

Net Loss                                                   (500)           (500)

Other Comprehensive Income                                 --              --
                                                   ------------    ------------

Comprehensive Loss                                 $       (500)   $       (500)
                                                   ============    ============


Earnings per share of common stock
   outstanding computed on net loss -
   basic and fully diluted                                  nil             nil
                                                   ============    ============

Weighted-average number of shares
   outstanding - basic and fully diluted             19,243,659      19,243,659
                                                   ============    ============




   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                           Parallel Technologies, Inc.
                            Statements of Cash Flows
                   Three months ended March 31, 2002 and 2001


                                                            Three months   Three months
                                                                ended          ended
                                                              March 31,      March 31,
                                                                2002           2001
                                                            ------------   ------------
<S>                                                         <C>            <C>
Cash Flows from Operating Activities
   Net income (loss) for the period                         $       (500)  $       (500)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase (Decrease) in
         Accounts payable - trade                                    500            500
                                                            ------------   ------------

Net cash used in operating activities                               --             --
                                                            ------------   ------------


Cash Flows from Investing Activities                                --             --
                                                            ------------   ------------


Cash Flows from Financing Activities                                --             --
                                                            ------------   ------------


Increase (Decrease) in Cash                                         --             --

Cash at beginning of period                                         --             --
                                                            ------------   ------------

Cash at end of period                                       $       --     $       --
                                                            ============   ============

Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the year                             $       --     $       --
                                                            ============   ============
     Income taxes paid for the year                         $       --     $       --
                                                            ============   ============
</TABLE>



   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               5

<PAGE>

                           Parallel Technologies, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

Parallel Technologies,  Inc. (Company) was originally incorporated on October 6,
1982 under the laws of the State of Nevada as M, Inc. The Company was  initially
formed  as a  "blank  check"  entity  for  the  purpose  of  seeking  a  merger,
acquisition or other business  combination  transaction  with a privately  owned
entity seeking to become a publicly-owned entity.

On June 3, 1991,  the Company  consummated a business  combination  transaction,
pursuant to an Agreement  and Plan of  Reorganization  (Agreement)  with Graphex
Imaging  Systems,   Inc.   whereby  Graphex  Imaging  Systems,   Inc.  became  a
wholly-owned  subsidiary of the Company.  Concurrent with this transaction,  the
Company changed its corporate name to Parallel Technologies, Inc.

During 1995,  this  activity  ceased to operate and the Company  disposed of all
assets, liabilities and operating activities related to Graphex Imaging Systems,
Inc. The Company has had no  operations,  assets or  liabilities  since the year
ended December 31, 1995.


Note B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2001.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2002.


                                                                               6

<PAGE>

                           Parallel Technologies, Inc.

                    Notes to Financial Statements - Continued


Note C - Going Concern Uncertainty

The Company  was  originally  formed in 1982 for the purpose of entering  into a
business  combination  transaction  with a privately  owned  company  seeking to
become a  publicly-owned  entity.  In 1991,  the Company  consummated a business
combination transaction and this endeavor was unsuccessful.  The Company has had
no operations, assets or liabilities since 1995.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2002 and 2001, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.


                                                                               7

<PAGE>

                           Parallel Technologies, Inc.

                    Notes to Financial Statements - Continued


Note D - Summary of Significant Accounting Policies - Continued

2.   Income Taxes - continued
     ------------

     As of March 31,  2002 and 2001,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

3.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.  Fully diluted earnings (loss) per share
     is  computed  similar  to basic  income  (loss) per share  except  that the
     denominator is increased to include the number of common stock  equivalents
     (primarily outstanding options and warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At March 31,  2002 and 2001,  and  subsequent  thereto,  the Company had no
     outstanding common stock equivalents.


Note E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.



                (Remainder of this page left blank intentionally)



                                                                               8

<PAGE>

                           Parallel Technologies, Inc.

                    Notes to Financial Statements - Continued


Note F - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the three  month
periods ended March 31, 2002 and 2001, are as follows:

                                                     Three months   Three months
                                                         ended          ended
                                                       March 31,      March 31,
                                                         2002           2001
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
       Total                                         $       --     $       --
                                                     ============   ============

As a result of an April 2004  change in  control,  the Company has a nominal net
operating  loss   carryforwards   for  income  tax  purposes.   The  amount  and
availability  of  any  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The Company's  income tax expense  (benefit) for each of the three month periods
ended March 31, 2002 and 2001, respectively, differed from the statutory federal
rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                                            Three months    Three months
                                                                ended           ended
                                                              March 31,       March 31,
                                                                2002            2001
                                                            ------------    ------------
<S>                                                         <C>             <C>
Statutory rate applied to income before income taxes        $       (170)   $       (170)
Increase (decrease) in income taxes resulting from:
     State income taxes                                             --              --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward            170             170
                                                            ------------    ------------

         Income tax expense                                 $       --      $       --
                                                            ============    ============
</TABLE>

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2002 and 2001, respectively:

<TABLE>
<CAPTION>

                                                                        March 31,   March 31,
                                                                           2002        2001
                                                                        ---------   --------
<S>                                                                     <C>         <C>
     Deferred tax assets, reflecting the April 2004 change in control
       Net operating loss carryforwards                                 $    --     $    --
       Less valuation allowance                                              --          --
                                                                        ---------   ---------
       Net Deferred Tax Asset                                           $    --     $    --
                                                                        =========   =========
</TABLE>


                                                                               9

<PAGE>

                           Parallel Technologies, Inc.

                    Notes to Financial Statements - Continued


Note F - Income Taxes - Continued

During the three month  periods  ended  March 31,  2002 and 2001,  respectively,
there was no change in the reserve for the deferred current tax asset.


Note G - Common Stock Transactions

On February 23, 2004, the Company sold  20,000,000  shares of restricted  common
stock at $0.006  per  share  for  gross  proceeds  of  $120,000,  pursuant  to a
subscription  agreement,  to Glenn A. Little,  who became the Company's  current
Chief Executive Officer.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this  transaction.  As a result of this  transaction,
Glenn A. Little became the Company's controlling shareholder,  owning 20,000,000
shares of the  39,243,659  issued  and  outstanding  shares of the  Registrant's
common stock, or approximately  50.96%, at the close of business on February 23,
2004.




                (Remainder of this page left blank intentionally)























                                                                              10

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2)  General

Parallel Technologies,  Inc. (Company) was originally incorporated on October 6,
1982 under the laws of the State of Nevada as M, Inc. The Company was  initially
formed  as a  "blank  check"  entity  for  the  purpose  of  seeking  a  merger,
acquisition or other business  combination  transaction  with a privately  owned
entity seeking to become a publicly-owned  entity.  From October 6, 2982 through
June 3, 1991, the Company was not engaged in any business activity.

The  Company  completed  a public  offering  of its common  stock  pursuant to a
Registration  Statement on Form S-18 prior to March 31, 1983. This offering sold
approximately  19,815,000  shares of common stock at a price of $0.01 per share.
The aggregate  proceeds from this offering were  approximately  $198,150 and the
net proceeds were  approximately  $164,413,  after  deducting  certain  expenses
related  thereto.  These  shares  were  offered  directly  by the Company and no
underwriter was used in this transaction.

On June 3, 1991,  the Company  consummated a business  combination  transaction,
pursuant to an Agreement  and Plan of  Reorganization  (Agreement)  with Graphex
Imaging  Systems,   Inc.   whereby  Graphex  Imaging  Systems,   Inc.  became  a
wholly-owned  subsidiary of the Company.  This transaction  involved the Company
issuing approximately 9,750,000 shares of restricted,  unregistered common stock
in exchange  for 100.0% of the issued and  outstanding  common  stock of Graphex
Imaging Systems,  Inc. The full details of the Graphex  transaction is disclosed
in a Current  Report on Form 8-K,  dated June 3, 1991, as previously  filed with
the U. S. Securities and Exchange Commission.

Concurrent  with this  transaction,  the Company  changed its corporate  name to
Parallel Technologies, Inc.

In November 1993, the Company formed a new wholly-owned  subsidiary,  Healthcom,
Inc., a Nevada corporation, to devise, integrate and sell information processing
systems for the  medical/healthcare  industry.  This entity  started  operations
during 1994.

During 1995, the activities of both Graphex Imaging Systems, Inc. and Healthcom,
Inc. ceased to operate and the Company  disposed of all assets,  liabilities and
operating activities related to both entities by December 31, 1995.

The Company has had no operations,  assets or  liabilities  since the year ended
December 31, 1995.


                                                                              11

<PAGE>

(3)  Results of Operations

The Company had no revenue for either of the three month periods ended March 31,
2002 and 2001, respectively.

General and administrative  expenses for the three month periods ended March 31,
2002 and 2001 were approximately $500 and $500, respectively. These costs relate
solely to charges from the Company's Stock Transfer agent.  The Company has been
delinquent in providing periodic filings pursuant to the Securities Exchange Act
of 1934. It is anticipated that future  expenditure  levels will increase as the
Company  intends to fully  comply  with it's  periodic  reporting  requirements.
Earnings per share for the  respective  three month periods ended March 31, 2002
and 2001 was $0.00 and $0.00  based on the  weighted-average  shares  issued and
outstanding at the end of each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At March 31, 2002 and 2001,  respectively,  the  Company had working  capital of
approximately $(18,000) and $(16,000), respectively.

On February 23, 2004, the Company sold  20,000,000  shares of restricted  common
stock at $0.006  per  share  for  gross  proceeds  of  $120,000,  pursuant  to a
subscription  agreement,  to Glenn A. Little,  who became the Company's  current
Chief Executive Officer.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this  transaction.  As a result of this  transaction,
Glenn A. Little became the Company's controlling shareholder,  owning 20,000,000
shares of the  39,243,659  issued  and  outstanding  shares of the  Registrant's
common stock, or approximately  50.96%, at the close of business on February 23,
2004.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

(4)  Plan of Business

General
-------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

                                                                              12

<PAGE>

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

(5)  Liquidity and Capital Resources

The Company, for all practical purposes,  remains dormant and has experienced no
significant  change in liquidity or capital  resources or  stockholders  equity.
Management  has  no  plans  or  commitments  for  capital  requirements  in  the
foreseeable future.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital to preserve the integrity of the corporate  entity,
however,  there are no commitments to provide additional funds have been made by
management  or other  stockholders,  and the  Company  has no plans,  proposals,
arrangements  or  understandings  with  respect  to  the  sale  or  issuance  of
additional  securities  prior  to  the  location  of  a  merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the forgoing,  to the extent that  additional  funds are  required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.


                                                                              13

<PAGE>

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     On February 23,  2004,  the Company sold  20,000,000  shares of  restricted
     common stock at $0.006 per share for gross  proceeds of $120,000,  pursuant
     to a subscription  agreement,  to Glenn A. Little, who became the Company's
     current Chief  Executive  Officer.  The Company relied upon Section 4(2) of
     The Securities Act of 1933, as amended,  for an exemption from registration
     of these  shares  and no  underwriter  was used in this  transaction.  As a
     result  of  this   transaction,   Glenn  A.  Little  became  the  Company's
     controlling shareholder,  owning 20,000,000 shares of the 39,243,659 issued
     and outstanding  shares of the Registrant's  common stock, or approximately
     50.96%, at the close of business on February 23, 2004.

Item 3 - Defaults on Senior Securities

     None

Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has held no regularly scheduled,  called or special meetings of
     shareholders during the reporting period.

Item 5 - Other Information

     None

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits
     31.1    Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
     32.1    Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

   Reports on Form 8-K

     March 14, 2004 - Announcing a change in control of the Company
     June 15, 2004 - Announcing a change in certifying public accountant



                                                                              14

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                     Parallel Technologies, Inc.

Dated: July 16, 2004                                /s/ Glenn A. Little
       -------------                        ------------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director


































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