___________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
             ____________________________________________________

                              FORM 8-K
                           CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

                           February 7, 2005
            Date of Report (Date of earliest event reported)
             ____________________________________________________

                         PAR 3 SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                              Nevada
        (State or other jurisdiction of incorporation or organization)

                             86-0972631
                 (IRS Employer Identification Number)

                 520 South Fourth Avenue, Suite 420

     Louisville, Kentucky			           40202-2577
(Address of principal executive offices)             (ZIP Code)

                          (502) 376-8420
         (Telephone number, including area code of agent for service)

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

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

[ ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

       _____________________________________________________________










Section 8.  Other Events

Item 8.01. Other Events.   Par 3 Services, Inc. (the ?Company?), is a publicly
traded Nevada corporation formed in July 1997 with its principal offices and
operations center in Louisville, Kentucky. The Company has recently filed a
notification under Form N54a with the U.S. Securities and Exchange Commission,
(the ?SEC?) indicating its election to be regulated as a business development
company under the Investment Company Act of 1940 (the ?1940 Act?).  In
connection with this election, the Company has adopted corporate resolutions
and intends to operate as a closed-end management investment company as such a
business development company (a ?BDC?).  We disclose the following information
which is a material departure from our prior business plan.

INVESTMENT STRATEGY

We have conducted limited operations to date. Under this recent election, we
have been organized to provide investors with the opportunity to participate,
with a modest amount in venture capital, in investments that are generally
not available to the public and that typically require substantially larger
financial commitments. In addition, we will provide professional management
and administration that might otherwise be unavailable to investors if they
were to engage directly in venture capital investing.  We have decided to be
regulated as a business development company under the 1940 Act, and will
operate as a non-diversified company as that term is defined in Section
5(b)(2) of the 1940 Act.  We will, at all times, conduct our business so as
to retain our status as a BDC.   We may not change the nature of our business
so as to cease to be, or withdraw our election as, a BDC without the approval
of the holders of a majority of our outstanding voting stock as defined under
the 1940 Act.

As a business development company, we are required to invest at least 70% of
our total assets in qualifying assets, which, generally, are securities of
private companies or securities of public companies whose securities are not
eligible for purchase on margin (which includes many companies with thinly
traded securities that are quoted in the pink sheets or the NASD Electronic
Quotation Service.)   We must also offer to provide significant managerial
assistance to these portfolio companies.   Qualifying assets may also
include:

*	cash,
*	cash equivalents,
*	U.S. Government securities, or
*	high-quality debt investments maturing in one year or less from the
date of investment.

We may invest a portion of the remaining 30% of our total assets in debt
and/or equity securities of companies that may be larger or more stabilized
than target portfolio companies.

Nature of a BDC

The 1940 Act defines a BDC as a closed-end management investment company that
provides small businesses that qualify as an eligible portfolio company with
investment capital and also significant managerial assistance.  A BDC is
required under the 1940 Act to invest at least 70% of its total assets in
qualifying assets consisting of eligible portfolio companies as defined in
the 1940 Act and certain other assets including cash and cash equivalents.

An eligible portfolio company generally is a United States company that is
not an investment company and that:

*	does not have a class of securities registered on an exchange or
included in the Federal Reserve Board's over-the-counter margin list;
*	is actively controlled by a BDC and has an affiliate of a BDC on its
board of directors; or
*	meets such other criteria as may be established by the SEC.

Control under the 1940 Act is presumed to exist where a BDC owns more than
25% of the outstanding voting securities of the eligible portfolio company.
We may or may not control our portfolio companies.
An example of an eligible portfolio company is a new start up company or a
privately owned company that has not yet gone public by selling its shares in
the open market and has not applied for having its shares listed on a
nationally recognized exchange such as the NYSE the American Stock Exchange,
National Association of Securities Dealers' Automated Quotation System, or
the National Market System.  An eligible portfolio company can also be one
which is subject to filing, has filed, or has recently emerged from
reorganization protection under Chapter 11 of the Bankruptcy Act.

A BDC may invest the remaining 30% of its total assets in non-qualifying
assets, including companies that are not eligible portfolio companies.  The
foregoing percentages will be determined, in the case of financings in which
a BDC commits to provide financing prior to funding the commitment, by the
amount of the BDC's total assets represented by the value of the maximum
amount of securities to be issued by the borrower or lessee to the BDC
pursuant to such commitment.   As a BDC, we must invest at least 70% of our
total assets in qualifying assets but may invest more in such qualifying
assets.

Primary Strategy

We will have significant relative flexibility in selecting and structuring
our investments.  We will not be subject to many of the regulatory
limitations that govern traditional lending institutions such as banks.   We
will seek to structure our investments so as to take into account the
uncertain and potentially variable financial performance of our portfolio
companies.   This should enable our portfolio companies to retain access to
committed capital at different stages in their development and eliminate some
of the uncertainty surrounding their capital allocation decisions.   We will
calculate rates of return on invested capital based on a combination of up-
front commitment fees, current and deferred interest rates and residual
values, which may take the form of common stock, warrants, equity
appreciation rights or future contract payments.   We believe that this
flexible approach to structuring investments will facilitate positive, long-
term relationships with our portfolio companies and enable us to become a
preferred source of capital to them.   We also believe our approach should
enable debt financing to develop into a viable alternative capital source for
funding the growth of target companies that wish to avoid the dilutive
effects of equity financings for existing equity holders.

Longer Investment Horizon - We will not be subject to periodic capital return
requirements.   These requirements, which are standard for most private
equity and venture capital funds, typically require that these funds return
to investors the initial capital investment after a pre-agreed time, together
with any capital gains on such capital investment.   These provisions often
force such funds to seek the return of their investments in portfolio
companies through mergers, public equity offerings or other liquidity events
more quickly than they otherwise might, which can result in a lower overall
return to investors and adversely affect the ultimate viability of the
affected portfolio companies.  Because we may invest in the same portfolio
companies as these funds, we are subject to these risks if these funds demand
a return on their investments in the portfolio companies.  We believe that
our flexibility to take a longer-term view should help us to maximize returns
on our invested capital while still meeting the needs of our portfolio
companies.

Established Deal Sourcing Network - We believe that, through our management
and directors, we have solid contacts and sources from which to generate
investment opportunities. These contacts and sources include:

*	public and private companies,
*	investment bankers,
*	attorneys,
*	accountants,
*	consultants, and
*	commercial bankers.

However, we cannot assure you that such relationships will lead to the
origination of debt or other investments.




Investment Criteria

As a matter of policy, we will not purchase or sell real estate or interests
in real estate or real estate investment trusts except that we may:

*	purchase and sell real estate or interests in real estate in connection
with the orderly liquidation of investments, or in connection with
foreclosure on collateral;
*	own the securities of companies that are in the business of buying,
selling or developing real estate; or
*	finance the purchase of real estate by our portfolio companies.

We will limit our investments in more traditional securities (stock and debt
instruments) and will not, as a matter of policy:

*	sell securities short except with regard to managing the risks
associated with publicly-traded securities issued by our portfolio
companies;
*	Purchase securities on margin (except to the extent that we may
purchase securities with borrowed money); or
*	engage in the purchase or sale of commodities or commodity contracts,
including futures contracts except where necessary in working out
distressed loan; or
*	investment situations or in hedging the risks associated with interest
rate fluctuations, and, in such cases, only after all necessary
registrations or exemptions from registration with the Commodity
Futures Trading Commission have been obtained.

Prospective Portfolio Company Characteristics - We have identified several
criteria that we believe will prove important in seeking our investment
objective with respect to target companies.   These criteria will provide
general guidelines for our investment decisions; however, we caution readers
that not all of these criteria will be met by each prospective portfolio
company in which we choose to invest.

Experienced Management - We will generally require that our portfolio
companies have an experienced president or management team.   We will also
require the portfolio companies to have in place proper incentives to induce
management to succeed and to act in concert with our interests as investors,
including having significant equity interests.  We intend to provide
assistance in this area either supervising management or providing management
for our portfolio companies.

Products or Services - We will seek companies that are involved in products
or services that do not require significant additional capital or research
expenditures.  In general, we will seek target companies that make innovative
use of proven technologies or methods.

Proprietary Advantage - We expect to favor companies that can demonstrate
some kind of proprietary sustainable advantage with respect to their
competition.  Proprietary advantages include, but are not limited to:

*	patents or trade secrets with respect to owning or manufacturing its
products, and
*	a demonstrable and sustainable marketing advantage over its competition

Marketing strategies impose unusual burdens on management to be continuously
ahead of its competition, either through some kind of technological advantage
or by being continuously more creative than its competition.

Profitable or Nearly Profitable Operations Based on Cash Flow from Operations
- We will focus on target companies that are profitable or nearly profitable
on an operating cash flow basis. Typically, we would not expect to invest in
start-up companies unless there is a clear exit strategy in place.

Potential for Future Growth - We will generally require that a prospective
target company, in addition to generating sufficient cash flow to cover its
operating costs and service its debt, demonstrate an ability to increase its
revenues and operating cash flow over time.   The anticipated growth rate of
a prospective target company will be a key factor in determining the value
that we ascribe to any warrants or other equity securities that we may
acquire in connection with an investment in debt securities.

Exit Strategy - Prior to making an investment in a portfolio company, we will
analyze the potential for that company to increase the liquidity of its
common equity through a future event that would enable us to realize
appreciation, if any, in the value of our equity interest.   Liquidity events
may include:

*	an initial public offering,
*	a private sale of our equity interest to a third party,
*	a merger or an acquisition of the portfolio company, or
*	a purchase of our equity position by the portfolio company or one of
its stockholders.

We may acquire warrants to purchase equity securities and/or convertible
preferred stock of the eligible portfolio companies in connection with
providing financing.   The terms of the warrants, including the expiration
date, exercise price and terms of the equity security for which the warrant
may be exercised, will be negotiated individually with each eligible
portfolio company, and will likely be affected by the price and terms of
securities issued by the eligible portfolio company to other venture
capitalists and other holders.   We anticipate that most warrants will be for
a term of five to ten years, and will have an exercise price based upon the
price at which the eligible portfolio company most recently issued equity
securities or, if a new equity offering is imminent, equity securities.
The equity securities for which the warrant will be exercised generally will
be common stock of which there may be one or more classes or convertible
preferred stock. Substantially all the warrants and underlying equity
securities will be restricted securities under the 1933 Act at the time of
the issuance.   We will generally negotiate for registration rights with the
issuer that may provide:

*	?piggyback" registration rights, which will permit us under certain
circumstances, to include some or all of the securities owned by us in
a registration statement filed by the eligible portfolio company, or
*	in circumstances, "demand" registration rights permitting us under
certain circumstances, to require the eligible portfolio company to
register the securities under the 1933 Act, in some cases at our
expense.   We will generally negotiate net issuance provisions in the
warrants, which will allow us to receive upon exercise of the warrant
without payment of any cash a net amount of shares determined by the
increase in the value of the issuer's stock above the exercise price
stated in the warrant.

Liquidation Value of Assets - Although we do not intend to operate as an
asset-based lender, the prospective liquidation value of the assets, if any,
collateralizing any debt securities that we hold will be an important factor
in our credit analysis.   We will emphasize both tangible assets, such as:

*	accounts receivable,
*	inventory, and
*	equipment,

and intangible assets, such as:

*	intellectual property,
*	customer lists,
*	networks, and
*	databases.

Investment Process

Due Diligence - If a target company generally meets the characteristics
described above, we will perform initial due diligence, including:
*	company and technology assessments,
*	existing management team,
*	market analysis,
*	competitive analysis,
*	evaluation of management, risk analysis and transaction size,
*	pricing, and
*	structure analysis.

Much of this work will be done by management and professionals who are well
known by management.  The criteria delineated above provide general
parameters for our investment decisions.  We intend to pursue an investment
strategy by further imposing such criteria and reviews that best insures the
value of our investments.  As unique circumstances may arise or be uncovered,
not all of such criteria will be followed in each instance but the process
provides a guideline by which investments can be prudently made and managed.
Upon successful completion of the preliminary evaluation, we will decide
whether to deliver a non-binding letter of intent and move forward towards
the completion of a transaction.

In our review of the management team, we look at the following:

*	Interviews with management and significant shareholders, including any
financial or strategic sponsor;
*	Review of financing history;
*	Review of management's track record with respect to:
o	product development and marketing,
o	mergers and acquisitions,
o	alliances,
o	collaborations,
o	research and development outsourcing and other strategic
activities;
*	Assessment of competition; and
*	Review of exit strategies.

In our review of the financial conditions, we look at the following:

*	Evaluation of future financing needs and plans;
*	Detailed analysis of financial performance;
*	Development of pro forma financial projections; and
*	Review of assets and liabilities, including contingent liabilities, if
any, and legal and regulatory risks.

In our review of the products and services of the portfolio company, we look
at the following:

*	Evaluation of intellectual property position;
*	Review of existing customer or similar agreements and arrangements;
*	Analysis of core technology;
*	Assessment of collaborations;
*	Review of sales and marketing procedures; and
*	Assessment of market and growth potential.

Upon completion of these analyses, we will conduct on-site visits with the
target company's management team.   Also, in cases in which a target company
is at a mature stage of development and if other matters that warrant such an
evaluation, we will obtain an independent appraisal of the target company.

Ongoing Relationships with Portfolio Companies

Monitoring - We will continuously monitor our portfolio companies in order to
determine whether they are meeting our financing criteria and their
respective business plans.   We may decline to make additional investments in
portfolio companies that do not continue to meet our financing criteria.
However, we may choose to make additional investments in portfolio companies
that do not do so, but we believe that we will nevertheless perform well in
the future.

We will monitor the financial trends of each portfolio company to assess the
appropriate course of action for each company and to evaluate overall
portfolio quality.  Our management team and consulting professionals, who are
well known by our management team, will closely monitor the status and
performance of each individual company on at least a quarterly and, in some
cases, a monthly basis.

We will use several methods of evaluating and monitoring the performance and
fair value of our debt and equity positions, including but not limited to the
following:

*	Assessment of business development success, including product
development, financings, profitability and the portfolio company's
overall adherence to its business plan;
*	Periodic and regular contact with portfolio company management to
discuss financial position, requirements and accomplishments;
*	Periodic and regular formal update interviews with portfolio company
management and, if appropriate, the financial or strategic sponsor;
*	Attendance at and participation in board meetings;
*	Review of monthly and quarterly financial statements and financial
projections for portfolio companies.

Managerial Assistance - As a business development company, we will offer, and
in many cases may provide, significant managerial assistance to our portfolio
companies.   This assistance will typically involve:

*	monitoring the operations of our portfolio companies,
*	participating in their board and management meetings,
*	consulting with and advising their officers, and
*	providing other organizational and financial guidance.


Diversification

As a BDC, we must invest at least 70% of our total assets in qualifying
assets consisting of investments in eligible portfolio companies and certain
other assets including cash and cash equivalents.   In order to receive
favorable pass-through tax treatment on its distributions to our
shareholders, we intend to diversify our pool of investments in such a manner
so as to qualify as a diversified closed end management investment company.
However, because of the limited size of the funding which is likely to be
available to us, we will likely be classified as a non-diversified closed end
investment company under the 1940 Act.  Until we qualify as a registered
investment company, we will not be subject to the diversification
requirements applicable to RICs under the Internal Revenue Code.   Therefore,
we will not receive favorable pass through tax treatment on distributions to
our shareholders.   In the future, we will seek to increase the
diversification of our portfolio so as to make it possible to meet the RIC
diversification requirements, as described below.   We cannot assure you,
however, that we will ever be able to meet those requirements.

To qualify as a RIC, we must meet the issuer diversification standards under
the Internal Revenue Code that require that, at the close of each quarter of
our taxable year,

*	not more than 25% of the market value of our total assets is invested
in the securities of a single issuer, and
*	at least 50% of the market value of our total assets is represented by
cash, cash items, government securities, securities of other RICs, and
other securities.

Each investment in these other securities is limited so that not more than 5%
of the market value of our total assets is invested in the securities of a
single issuer and we do not own more than 10% of the outstanding voting
securities of a single issuer.   For purposes of the diversification
requirements under the Internal Revenue Code, the percentage of our total
assets invested in securities of a portfolio company will be deemed to refer,
in the case of financings in which we commit to provide financing prior to
funding the commitment, to the amount of our total assets represented by the
value of the securities issued by the eligible portfolio company to us at the
time each portion of the commitment is funded.

Investment Amounts

The amount of funds committed to a portfolio company and the ownership
percentage received will vary depending on the maturity of the portfolio
company, the quality and completeness of the portfolio company's management
team, the perceived business opportunity, the capital required compared to
existing capital, and the potential return.   Although investment amounts
will vary considerably, we expect that the average investment, including
follow-on investments, will be between $25,000 and $500,000.

Competition

Our primary competitors to provide financing to target companies will include
private equity and venture capital funds, other equity and non-equity based
investment funds and investment banks and other sources of financing,
including traditional financial services companies such as commercial banks
and specialty finance companies.  Many of these entities have substantially
greater financial and managerial resources than we will have.   We believe
that our competitive advantage with regard to quality target companies
relates to our ability to negotiate flexible terms and to complete our review
process on a timely basis.   We cannot assure you that we will be successful
in implementing our strategies.

THE COMPANY AND ITS STRUCTURE

The Board of Directors and its Committees

The Board of directors is empowered to manage and oversee the operations of a
BDC.  As such, these decisions will be made according to guidelines adopted
for that purpose.  All directors will be reimbursed by the Company for any
expenses incurred in attending directors' meetings provided that the Company
has the resources to pay these fees.  The Company intends to applying for
officers and directors liability insurance at such time when it has the
resources to do so.  The Company will maintain whatever insurance and surety
bonds are necessary when holding physical certificates and other assets in
possession.

Audit Committee

An Audit Committee charter has been accepted and under the independent
directorship control of a majority of independent directors.  The audit
committee will review the results and scope of the audit and other services
provided by the independent auditors and review and evaluate the system of
internal controls.   The audit committee will assist in determining the
carrying values of portfolio investments.

Investment Committee

An Investment Committee charter and policy has been approved by, and is under
the directorship control of, a majority of independent directors.  The
function of the charter and the committee will be to review and approve all
investments in excess of $25,000 and assist in determining the carrying
values of portfolio investments.

Compensation Committee

A Compensation Committee charter and policy has been approved by, and is
under the directorship of, a majority of independent directors.  The purpose
of the compensation committee will be to manage the stock option plan and
review and recommend compensation arrangements for the officers.

Nominating Committee

A Nominating Committee charter has been accepted and under the independent
directorship control of a majority of independent directors. The primary role
of the Nominating Committee is to actively seek individuals qualified to
become members of the board of directors, while ensuring that proper
evaluations and performances are upheld within the boards.

Verification of Independent Directors

A resolution has been adopted and a policy for determination of Directors
independence has been established.  Our independent directors have proclaimed
and established themselves as independent via the following proclamation as
established by the Independence Charter, including:

*	within the last five (5) years, has not received more than $50,000 per
year in direct compensation from the Corporation or any of its
affiliates other than director and committee fees and pension or other
forms of deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service);
*	within the last five (5) years, has not been affiliated with or
employed by any independent audit firm presently acting as auditor of
the Corporation or an affiliate of the Corporation or having acted as
such an auditor during the previous 5 years;
*	within the past five (5) years, has had no personal service
relationships and has not been affiliated with an organization that has
had a personal service relationship with the Corporation, or with a
member of the Corporation's senior management;
*	within the past (5) years, has not accepted any fee or compensation
from the Corporation other than director's fees and compensation;
*	within the last five (5) years, has not had any material business
relationship (such as commercial, industrial, consulting, legal, or
accounting) with the Corporation for which the Corporation has been
required to make disclosure under Regulation S-K of the Securities and
Exchange Commission; and;
*	within the past five (5) years, has not been part of an interlocking
directorate in which an executive officer of the Corporation serves on
the compensation committee or a committee of a similar nature of
another company that concurrently employs the director.

Stock Option Plan

There presently is no stock option plan.

Executive Compensation

No officer, director or employee has received any cash compensation to date,
and no director, officer or employee has a contract or commitment to receive
annual compensation in excess of $100,000.   Each officer will be paid a
negotiated percentage of profits for the events that they arrange.   They
will receive no other compensation from us until we are operating profitably.

Conflicts of Interest

None of our key personnel is required to commit full time to our affairs and,
accordingly, these individuals may have conflicts of interest in allocating
management time among their various business activities.   In the course of
their other business activities, certain key personnel may become aware of
investment and business opportunities which may be appropriate for
presentation to us, as well as the other entities with which they are
affiliated.    As such, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.

Each officer and director is, so long as he is officer or director subject to
the restriction that all opportunities contemplated by our plan of operation
that come to his attention, either in the performance of his duties or in any
other manner, will be considered opportunities of, and be made available to
us and the companies that he is affiliated with on an equal basis.   A breach
of this requirement will be a breach of the fiduciary duties of the officer
or director.   If we, or the companies to which the officer or director is
affiliated, desire to take advantage of an opportunity, then the applicable
officer or director would abstain from negotiating and voting upon the
opportunity.    However, to the extent permitted under the 1940 Act, the
officer or director may take advantage of opportunities if we should decline
to do so.   Except as set forth above, we have not adopted any other conflict
of interest policy in connection with these types of transactions.

Code of Ethics

We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act
that establishes procedures for personal investments and restricts certain
personal securities transactions.   Personnel subject to each code may invest
in securities for their personal investment accounts, including securities
that may be purchased or held by us, so long as such investments are made in
accordance with the code's requirements.



Employees

As of February 7, 2005, we had 0 employees.  Various aspects of due diligence
of prospective portfolio companies and monitoring the activities of portfolio
companies will be subcontracted to consultants. The Company may require
additional employees in the areas of administration, sales and marketing,
etc. in the future and as additional portfolio companies are added. There is
intense competition for capable, experienced personnel and there is no
assurance the Company will be able to obtain new qualified employees when
required.  The Company believes its relations with its prospective consultants
and employees are good.


PORTFOLIO COMPANIES

Current Portfolio Investments

Although the Company has entered into negotiations with entities which we
consider to pose appropriate investments, we have not made any such
investments and presently have no current portfolio investments.


FINANCIAL AND OTHER INFORMATION

Other Regulatory Matters

We are a business development company under the 1940 Act.   The 1940 Act
contains prohibitions and restrictions relating to transactions between
business development companies and their affiliates, including any investment
advisers or sub-advisers, principal underwriters and affiliates of those
affiliates or underwriters and requires that a majority of the directors be
persons other than interested persons, as that term is defined in the 1940
Act.   In addition, the 1940 Act provides that we may not change the nature
of our business so as to cease to be, or to withdraw our election as, a
business development company unless approved by a majority of our outstanding
voting securities.

We are permitted, under specified conditions, to issue multiple classes of
indebtedness and one class of stock senior to our common stock if our asset
coverage, as defined in the 1940 Act, is at least equal to 200% immediately
after each such issuance.   In addition, while any senior securities remain
outstanding, we must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares unless we meet
the applicable asset coverage ratios at the time of the distribution or
repurchase.   We may also borrow amounts up to 5% of the value of our total
assets for temporary or emergency purposes.   Regulations governing our
operation as a BDC will affect our ability to, and the way in which we raise
additional capital, which may expose us to risks, including the typical risks
associated with leverage.

No new pronouncement issued by the Financial Accounting Standards Board, the
American Institute of Certified Public Accountants or the Securities and
Exchange Commission is expected to have a material impact on The Company's
financial position or reported results of operations.

Determination of Net Asset Value

The net asset value per share of our outstanding shares of common stock will
be determined quarterly, as soon as practicable after, and as of the end of,
each calendar quarter, by dividing the value of total assets minus total
liabilities by the number of shares outstanding at the date as of which such
determination is made.

In calculating the value of our total assets, we will value securities that
are publicly traded at the closing price on the valuation date for exchange
traded and NASDAQ listed securities or the average of the bid and asked
prices for other securities.   Debt and equity securities that are not
publicly traded will be valued at fair value as determined in good faith by a
valuation committee of our board of directors based on the recommendation by
our investment adviser and under valuation guidelines adopted by our board of
directors, and then approved by our entire board of directors. Initially, the
fair value of these securities will be their original cost.  Debt securities
valued at cost would be revalued for significant events affecting the
issuer's performance and equity securities valued at cost would be revalued
if significant developments or other factors affecting the investment provide
a basis for valuing the security at a price other than cost, such as

*	results of subsequent financing,
*	the availability of market quotations,
*	the portfolio company's operations and
*	changes in market conditions.

For warrants, our cost usually will be a nominal amount, such as $.01 per
share.   Debt securities with remaining maturities of 60 days or less at the
time of purchase will be valued at amortized cost.  Debt securities which are
publicly traded will be valued by using market quotations obtained from
pricing services or dealers.   Our valuation guidelines will be subject to
periodic review by our board of directors and may be revised in light of our
experience, regulatory developments or otherwise.

Determination of fair values involves subjective judgment and estimates not
susceptible to substantiation by auditing procedures.  Accordingly, under
current auditing standards, the notes to our financial statements will refer
to the uncertainty with respect to the possible effect of such valuations,
and any change in such valuations, on our financial statements.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)

Financial Statements of Business Acquired

None.

(b)

Pro Forma Financial Statements

None

(c)

Exhibits

None

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following person on
behalf of the Registrant and in the capacity thereunto duly authorized,
in Louisville, Kentucky, on the 7th day of February 2005.

Par 3 Services, Inc.

By:  __/s/ Bryce Knight______
     Bryce Knight, Chief Executive Officer

 EXHIBIT INDEX

Exhibits

None.
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___________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
             ____________________________________________________

                              FORM 8-K
                           CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

                           February 7, 2005
            Date of Report (Date of earliest event reported)
             ____________________________________________________

                         PAR 3 SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                              Nevada
        (State or other jurisdiction of incorporation or organization)

                             86-0972631
                 (IRS Employer Identification Number)

                 520 South Fourth Avenue, Suite 420

     Louisville, Kentucky			           40202-2577
(Address of principal executive offices)             (ZIP Code)

                          (502) 376-8420
         (Telephone number, including area code of agent for service)

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

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

[ ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

       _____________________________________________________________

Section 8.  Other Events

Item 8.01. Other Events.   Par 3 Services, Inc. (the ?Company?), is a publicly
traded Nevada corporation formed in July 1997 with its principal offices and
operations center in Louisville, Kentucky. The Company has recently filed a
notification under Form N54a with the U.S. Securities and Exchange Commission,
(the ?SEC?) indicating its election to be regulated as a business development
company under the Investment Company Act of 1940 (the ?1940 Act?).  In
connection with this election, the Company has adopted corporate resolutions
and intends to operate as a closed-end management investment company as such a
business development company (a ?BDC?).  We disclose the following information
which is a material departure from our prior business plan.

INVESTMENT STRATEGY

We have conducted limited operations to date. Under this recent election, we
have been organized to provide investors with the opportunity to participate,
with a modest amount in venture capital, in investments that are generally
not available to the public and that typically require substantially larger
financial commitments. In addition, we will provide professional management
and administration that might otherwise be unavailable to investors if they
were to engage directly in venture capital investing.  We have decided to be
regulated as a business development company under the 1940 Act, and will
operate as a non-diversified company as that term is defined in Section
5(b)(2) of the 1940 Act.  We will, at all times, conduct our business so as
to retain our status as a BDC.   We may not change the nature of our business
so as to cease to be, or withdraw our election as, a BDC without the approval
of the holders of a majority of our outstanding voting stock as defined under
the 1940 Act.

As a business development company, we are required to invest at least 70% of
our total assets in qualifying assets, which, generally, are securities of
private companies or securities of public companies whose securities are not
eligible for purchase on margin (which includes many companies with thinly
traded securities that are quoted in the pink sheets or the NASD Electronic
Quotation Service.)   We must also offer to provide significant managerial
assistance to these portfolio companies.   Qualifying assets may also
include:

*	cash,
*	cash equivalents,
*	U.S. Government securities, or
*	high-quality debt investments maturing in one year or less from the
date of investment.

We may invest a portion of the remaining 30% of our total assets in debt
and/or equity securities of companies that may be larger or more stabilized
than target portfolio companies.

Nature of a BDC

The 1940 Act defines a BDC as a closed-end management investment company that
provides small businesses that qualify as an eligible portfolio company with
investment capital and also significant managerial assistance.  A BDC is
required under the 1940 Act to invest at least 70% of its total assets in
qualifying assets consisting of eligible portfolio companies as defined in
the 1940 Act and certain other assets including cash and cash equivalents.

An eligible portfolio company generally is a United States company that is
not an investment company and that:

*	does not have a class of securities registered on an exchange or
included in the Federal Reserve Board's over-the-counter margin list;
*	is actively controlled by a BDC and has an affiliate of a BDC on its
board of directors; or
*	meets such other criteria as may be established by the SEC.

Control under the 1940 Act is presumed to exist where a BDC owns more than
25% of the outstanding voting securities of the eligible portfolio company.
We may or may not control our portfolio companies.
An example of an eligible portfolio company is a new start up company or a
privately owned company that has not yet gone public by selling its shares in
the open market and has not applied for having its shares listed on a
nationally recognized exchange such as the NYSE the American Stock Exchange,
National Association of Securities Dealers' Automated Quotation System, or
the National Market System.  An eligible portfolio company can also be one
which is subject to filing, has filed, or has recently emerged from
reorganization protection under Chapter 11 of the Bankruptcy Act.

A BDC may invest the remaining 30% of its total assets in non-qualifying
assets, including companies that are not eligible portfolio companies.  The
foregoing percentages will be determined, in the case of financings in which
a BDC commits to provide financing prior to funding the commitment, by the
amount of the BDC's total assets represented by the value of the maximum
amount of securities to be issued by the borrower or lessee to the BDC
pursuant to such commitment.   As a BDC, we must invest at least 70% of our
total assets in qualifying assets but may invest more in such qualifying
assets.

Primary Strategy

We will have significant relative flexibility in selecting and structuring
our investments.  We will not be subject to many of the regulatory
limitations that govern traditional lending institutions such as banks.   We
will seek to structure our investments so as to take into account the
uncertain and potentially variable financial performance of our portfolio
companies.   This should enable our portfolio companies to retain access to
committed capital at different stages in their development and eliminate some
of the uncertainty surrounding their capital allocation decisions.   We will
calculate rates of return on invested capital based on a combination of up-
front commitment fees, current and deferred interest rates and residual
values, which may take the form of common stock, warrants, equity
appreciation rights or future contract payments.   We believe that this
flexible approach to structuring investments will facilitate positive, long-
term relationships with our portfolio companies and enable us to become a
preferred source of capital to them.   We also believe our approach should
enable debt financing to develop into a viable alternative capital source for
funding the growth of target companies that wish to avoid the dilutive
effects of equity financings for existing equity holders.

Longer Investment Horizon - We will not be subject to periodic capital return
requirements.   These requirements, which are standard for most private
equity and venture capital funds, typically require that these funds return
to investors the initial capital investment after a pre-agreed time, together
with any capital gains on such capital investment.   These provisions often
force such funds to seek the return of their investments in portfolio
companies through mergers, public equity offerings or other liquidity events
more quickly than they otherwise might, which can result in a lower overall
return to investors and adversely affect the ultimate viability of the
affected portfolio companies.  Because we may invest in the same portfolio
companies as these funds, we are subject to these risks if these funds demand
a return on their investments in the portfolio companies.  We believe that
our flexibility to take a longer-term view should help us to maximize returns
on our invested capital while still meeting the needs of our portfolio
companies.

Established Deal Sourcing Network - We believe that, through our management
and directors, we have solid contacts and sources from which to generate
investment opportunities. These contacts and sources include:

*	public and private companies,
*	investment bankers,
*	attorneys,
*	accountants,
*	consultants, and
*	commercial bankers.

However, we cannot assure you that such relationships will lead to the
origination of debt or other investments.

Investment Criteria

As a matter of policy, we will not purchase or sell real estate or interests
in real estate or real estate investment trusts except that we may:

*	purchase and sell real estate or interests in real estate in connection
with the orderly liquidation of investments, or in connection with
foreclosure on collateral;
*	own the securities of companies that are in the business of buying,
selling or developing real estate; or
*	finance the purchase of real estate by our portfolio companies.

We will limit our investments in more traditional securities (stock and debt
instruments) and will not, as a matter of policy:

*	sell securities short except with regard to managing the risks
associated with publicly-traded securities issued by our portfolio
companies;
*	Purchase securities on margin (except to the extent that we may
purchase securities with borrowed money); or
*	engage in the purchase or sale of commodities or commodity contracts,
including futures contracts except where necessary in working out
distressed loan; or
*	investment situations or in hedging the risks associated with interest
rate fluctuations, and, in such cases, only after all necessary
registrations or exemptions from registration with the Commodity
Futures Trading Commission have been obtained.

Prospective Portfolio Company Characteristics - We have identified several
criteria that we believe will prove important in seeking our investment
objective with respect to target companies.   These criteria will provide
general guidelines for our investment decisions; however, we caution readers
that not all of these criteria will be met by each prospective portfolio
company in which we choose to invest.

Experienced Management - We will generally require that our portfolio
companies have an experienced president or management team.   We will also
require the portfolio companies to have in place proper incentives to induce
management to succeed and to act in concert with our interests as investors,
including having significant equity interests.  We intend to provide
assistance in this area either supervising management or providing management
for our portfolio companies.

Products or Services - We will seek companies that are involved in products
or services that do not require significant additional capital or research
expenditures.  In general, we will seek target companies that make innovative
use of proven technologies or methods.

Proprietary Advantage - We expect to favor companies that can demonstrate
some kind of proprietary sustainable advantage with respect to their
competition.  Proprietary advantages include, but are not limited to:

*	patents or trade secrets with respect to owning or manufacturing its
products, and
*	a demonstrable and sustainable marketing advantage over its competition

Marketing strategies impose unusual burdens on management to be continuously
ahead of its competition, either through some kind of technological advantage
or by being continuously more creative than its competition.

Profitable or Nearly Profitable Operations Based on Cash Flow from Operations
- We will focus on target companies that are profitable or nearly profitable
on an operating cash flow basis. Typically, we would not expect to invest in
start-up companies unless there is a clear exit strategy in place.

Potential for Future Growth - We will generally require that a prospective
target company, in addition to generating sufficient cash flow to cover its
operating costs and service its debt, demonstrate an ability to increase its
revenues and operating cash flow over time.   The anticipated growth rate of
a prospective target company will be a key factor in determining the value
that we ascribe to any warrants or other equity securities that we may
acquire in connection with an investment in debt securities.

Exit Strategy - Prior to making an investment in a portfolio company, we will
analyze the potential for that company to increase the liquidity of its
common equity through a future event that would enable us to realize
appreciation, if any, in the value of our equity interest.   Liquidity events
may include:

*	an initial public offering,
*	a private sale of our equity interest to a third party,
*	a merger or an acquisition of the portfolio company, or
*	a purchase of our equity position by the portfolio company or one of
its stockholders.

We may acquire warrants to purchase equity securities and/or convertible
preferred stock of the eligible portfolio companies in connection with
providing financing.   The terms of the warrants, including the expiration
date, exercise price and terms of the equity security for which the warrant
may be exercised, will be negotiated individually with each eligible
portfolio company, and will likely be affected by the price and terms of
securities issued by the eligible portfolio company to other venture
capitalists and other holders.   We anticipate that most warrants will be for
a term of five to ten years, and will have an exercise price based upon the
price at which the eligible portfolio company most recently issued equity
securities or, if a new equity offering is imminent, equity securities.
The equity securities for which the warrant will be exercised generally will
be common stock of which there may be one or more classes or convertible
preferred stock. Substantially all the warrants and underlying equity
securities will be restricted securities under the 1933 Act at the time of
the issuance.   We will generally negotiate for registration rights with the
issuer that may provide:

*	?piggyback" registration rights, which will permit us under certain
circumstances, to include some or all of the securities owned by us in
a registration statement filed by the eligible portfolio company, or
*	in circumstances, "demand" registration rights permitting us under
certain circumstances, to require the eligible portfolio company to
register the securities under the 1933 Act, in some cases at our
expense.   We will generally negotiate net issuance provisions in the
warrants, which will allow us to receive upon exercise of the warrant
without payment of any cash a net amount of shares determined by the
increase in the value of the issuer's stock above the exercise price
stated in the warrant.

Liquidation Value of Assets - Although we do not intend to operate as an
asset-based lender, the prospective liquidation value of the assets, if any,
collateralizing any debt securities that we hold will be an important factor
in our credit analysis.   We will emphasize both tangible assets, such as:

*	accounts receivable,
*	inventory, and
*	equipment,

and intangible assets, such as:

*	intellectual property,
*	customer lists,
*	networks, and
*	databases.

Investment Process

Due Diligence - If a target company generally meets the characteristics
described above, we will perform initial due diligence, including:
*	company and technology assessments,
*	existing management team,
*	market analysis,
*	competitive analysis,
*	evaluation of management, risk analysis and transaction size,
*	pricing, and
*	structure analysis.

Much of this work will be done by management and professionals who are well
known by management.  The criteria delineated above provide general
parameters for our investment decisions.  We intend to pursue an investment
strategy by further imposing such criteria and reviews that best insures the
value of our investments.  As unique circumstances may arise or be uncovered,
not all of such criteria will be followed in each instance but the process
provides a guideline by which investments can be prudently made and managed.
Upon successful completion of the preliminary evaluation, we will decide
whether to deliver a non-binding letter of intent and move forward towards
the completion of a transaction.

In our review of the management team, we look at the following:

*	Interviews with management and significant shareholders, including any
financial or strategic sponsor;
*	Review of financing history;
*	Review of management's track record with respect to:
o	product development and marketing,
o	mergers and acquisitions,
o	alliances,
o	collaborations,
o	research and development outsourcing and other strategic
activities;
*	Assessment of competition; and
*	Review of exit strategies.

In our review of the financial conditions, we look at the following:

*	Evaluation of future financing needs and plans;
*	Detailed analysis of financial performance;
*	Development of pro forma financial projections; and
*	Review of assets and liabilities, including contingent liabilities, if
any, and legal and regulatory risks.

In our review of the products and services of the portfolio company, we look
at the following:

*	Evaluation of intellectual property position;
*	Review of existing customer or similar agreements and arrangements;
*	Analysis of core technology;
*	Assessment of collaborations;
*	Review of sales and marketing procedures; and
*	Assessment of market and growth potential.

Upon completion of these analyses, we will conduct on-site visits with the
target company's management team.   Also, in cases in which a target company
is at a mature stage of development and if other matters that warrant such an
evaluation, we will obtain an independent appraisal of the target company.

Ongoing Relationships with Portfolio Companies

Monitoring - We will continuously monitor our portfolio companies in order to
determine whether they are meeting our financing criteria and their
respective business plans.   We may decline to make additional investments in
portfolio companies that do not continue to meet our financing criteria.
However, we may choose to make additional investments in portfolio companies
that do not do so, but we believe that we will nevertheless perform well in
the future.

We will monitor the financial trends of each portfolio company to assess the
appropriate course of action for each company and to evaluate overall
portfolio quality.  Our management team and consulting professionals, who are
well known by our management team, will closely monitor the status and
performance of each individual company on at least a quarterly and, in some
cases, a monthly basis.

We will use several methods of evaluating and monitoring the performance and
fair value of our debt and equity positions, including but not limited to the
following:

*	Assessment of business development success, including product
development, financings, profitability and the portfolio company's
overall adherence to its business plan;
*	Periodic and regular contact with portfolio company management to
discuss financial position, requirements and accomplishments;
*	Periodic and regular formal update interviews with portfolio company
management and, if appropriate, the financial or strategic sponsor;
*	Attendance at and participation in board meetings;
*	Review of monthly and quarterly financial statements and financial
projections for portfolio companies.

Managerial Assistance - As a business development company, we will offer, and
in many cases may provide, significant managerial assistance to our portfolio
companies.   This assistance will typically involve:

*	monitoring the operations of our portfolio companies,
*	participating in their board and management meetings,
*	consulting with and advising their officers, and
*	providing other organizational and financial guidance.

Diversification

As a BDC, we must invest at least 70% of our total assets in qualifying
assets consisting of investments in eligible portfolio companies and certain
other assets including cash and cash equivalents.   In order to receive
favorable pass-through tax treatment on its distributions to our
shareholders, we intend to diversify our pool of investments in such a manner
so as to qualify as a diversified closed end management investment company.
However, because of the limited size of the funding which is likely to be
available to us, we will likely be classified as a non-diversified closed end
investment company under the 1940 Act.  Until we qualify as a registered
investment company, we will not be subject to the diversification
requirements applicable to RICs under the Internal Revenue Code.   Therefore,
we will not receive favorable pass through tax treatment on distributions to
our shareholders.   In the future, we will seek to increase the
diversification of our portfolio so as to make it possible to meet the RIC
diversification requirements, as described below.   We cannot assure you,
however, that we will ever be able to meet those requirements.

To qualify as a RIC, we must meet the issuer diversification standards under
the Internal Revenue Code that require that, at the close of each quarter of
our taxable year,

*	not more than 25% of the market value of our total assets is invested
in the securities of a single issuer, and
*	at least 50% of the market value of our total assets is represented by
cash, cash items, government securities, securities of other RICs, and
other securities.

Each investment in these other securities is limited so that not more than 5%
of the market value of our total assets is invested in the securities of a
single issuer and we do not own more than 10% of the outstanding voting
securities of a single issuer.   For purposes of the diversification
requirements under the Internal Revenue Code, the percentage of our total
assets invested in securities of a portfolio company will be deemed to refer,
in the case of financings in which we commit to provide financing prior to
funding the commitment, to the amount of our total assets represented by the
value of the securities issued by the eligible portfolio company to us at the
time each portion of the commitment is funded.

Investment Amounts

The amount of funds committed to a portfolio company and the ownership
percentage received will vary depending on the maturity of the portfolio
company, the quality and completeness of the portfolio company's management
team, the perceived business opportunity, the capital required compared to
existing capital, and the potential return.   Although investment amounts
will vary considerably, we expect that the average investment, including
follow-on investments, will be between $25,000 and $500,000.

Competition

Our primary competitors to provide financing to target companies will include
private equity and venture capital funds, other equity and non-equity based
investment funds and investment banks and other sources of financing,
including traditional financial services companies such as commercial banks
and specialty finance companies.  Many of these entities have substantially
greater financial and managerial resources than we will have.   We believe
that our competitive advantage with regard to quality target companies
relates to our ability to negotiate flexible terms and to complete our review
process on a timely basis.   We cannot assure you that we will be successful
in implementing our strategies.

THE COMPANY AND ITS STRUCTURE

The Board of Directors and its Committees

The Board of directors is empowered to manage and oversee the operations of a
BDC.  As such, these decisions will be made according to guidelines adopted
for that purpose.  All directors will be reimbursed by the Company for any
expenses incurred in attending directors' meetings provided that the Company
has the resources to pay these fees.  The Company intends to applying for
officers and directors liability insurance at such time when it has the
resources to do so.  The Company will maintain whatever insurance and surety
bonds are necessary when holding physical certificates and other assets in
possession.

Audit Committee

An Audit Committee charter has been accepted and under the independent
directorship control of a majority of independent directors.  The audit
committee will review the results and scope of the audit and other services
provided by the independent auditors and review and evaluate the system of
internal controls.   The audit committee will assist in determining the
carrying values of portfolio investments.

Investment Committee

An Investment Committee charter and policy has been approved by, and is under
the directorship control of, a majority of independent directors.  The
function of the charter and the committee will be to review and approve all
investments in excess of $25,000 and assist in determining the carrying
values of portfolio investments.

Compensation Committee

A Compensation Committee charter and policy has been approved by, and is
under the directorship of, a majority of independent directors.  The purpose
of the compensation committee will be to manage the stock option plan and
review and recommend compensation arrangements for the officers.

Nominating Committee

A Nominating Committee charter has been accepted and under the independent
directorship control of a majority of independent directors. The primary role
of the Nominating Committee is to actively seek individuals qualified to
become members of the board of directors, while ensuring that proper
evaluations and performances are upheld within the boards.

Verification of Independent Directors

A resolution has been adopted and a policy for determination of Directors
independence has been established.  Our independent directors have proclaimed
and established themselves as independent via the following proclamation as
established by the Independence Charter, including:

*	within the last five (5) years, has not received more than $50,000 per
year in direct compensation from the Corporation or any of its
affiliates other than director and committee fees and pension or other
forms of deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service);
*	within the last five (5) years, has not been affiliated with or
employed by any independent audit firm presently acting as auditor of
the Corporation or an affiliate of the Corporation or having acted as
such an auditor during the previous 5 years;
*	within the past five (5) years, has had no personal service
relationships and has not been affiliated with an organization that has
had a personal service relationship with the Corporation, or with a
member of the Corporation's senior management;
*	within the past (5) years, has not accepted any fee or compensation
from the Corporation other than director's fees and compensation;
*	within the last five (5) years, has not had any material business
relationship (such as commercial, industrial, consulting, legal, or
accounting) with the Corporation for which the Corporation has been
required to make disclosure under Regulation S-K of the Securities and
Exchange Commission; and;
*	within the past five (5) years, has not been part of an interlocking
directorate in which an executive officer of the Corporation serves on
the compensation committee or a committee of a similar nature of
another company that concurrently employs the director.

Stock Option Plan

There presently is no stock option plan.

Executive Compensation

No officer, director or employee has received any cash compensation to date,
and no director, officer or employee has a contract or commitment to receive
annual compensation in excess of $100,000.   Each officer will be paid a
negotiated percentage of profits for the events that they arrange.   They
will receive no other compensation from us until we are operating profitably.

Conflicts of Interest

None of our key personnel is required to commit full time to our affairs and,
accordingly, these individuals may have conflicts of interest in allocating
management time among their various business activities.   In the course of
their other business activities, certain key personnel may become aware of
investment and business opportunities which may be appropriate for
presentation to us, as well as the other entities with which they are
affiliated.    As such, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.

Each officer and director is, so long as he is officer or director subject to
the restriction that all opportunities contemplated by our plan of operation
that come to his attention, either in the performance of his duties or in any
other manner, will be considered opportunities of, and be made available to
us and the companies that he is affiliated with on an equal basis.   A breach
of this requirement will be a breach of the fiduciary duties of the officer
or director.   If we, or the companies to which the officer or director is
affiliated, desire to take advantage of an opportunity, then the applicable
officer or director would abstain from negotiating and voting upon the
opportunity.    However, to the extent permitted under the 1940 Act, the
officer or director may take advantage of opportunities if we should decline
to do so.   Except as set forth above, we have not adopted any other conflict
of interest policy in connection with these types of transactions.

Code of Ethics

We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act
that establishes procedures for personal investments and restricts certain
personal securities transactions.   Personnel subject to each code may invest
in securities for their personal investment accounts, including securities
that may be purchased or held by us, so long as such investments are made in
accordance with the code's requirements.

Employees

As of February 7, 2005, we had 0 employees.  Various aspects of due diligence
of prospective portfolio companies and monitoring the activities of portfolio
companies will be subcontracted to consultants. The Company may require
additional employees in the areas of administration, sales and marketing,
etc. in the future and as additional portfolio companies are added. There is
intense competition for capable, experienced personnel and there is no
assurance the Company will be able to obtain new qualified employees when
required.  The Company believes its relations with its prospective consultants
and employees are good.

PORTFOLIO COMPANIES

Current Portfolio Investments

Although the Company has entered into negotiations with entities which we
consider to pose appropriate investments, we have not made any such
investments and presently have no current portfolio investments.

FINANCIAL AND OTHER INFORMATION

Other Regulatory Matters

We are a business development company under the 1940 Act.   The 1940 Act
contains prohibitions and restrictions relating to transactions between
business development companies and their affiliates, including any investment
advisers or sub-advisers, principal underwriters and affiliates of those
affiliates or underwriters and requires that a majority of the directors be
persons other than interested persons, as that term is defined in the 1940
Act.   In addition, the 1940 Act provides that we may not change the nature
of our business so as to cease to be, or to withdraw our election as, a
business development company unless approved by a majority of our outstanding
voting securities.

We are permitted, under specified conditions, to issue multiple classes of
indebtedness and one class of stock senior to our common stock if our asset
coverage, as defined in the 1940 Act, is at least equal to 200% immediately
after each such issuance.   In addition, while any senior securities remain
outstanding, we must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares unless we meet
the applicable asset coverage ratios at the time of the distribution or
repurchase.   We may also borrow amounts up to 5% of the value of our total
assets for temporary or emergency purposes.   Regulations governing our
operation as a BDC will affect our ability to, and the way in which we raise
additional capital, which may expose us to risks, including the typical risks
associated with leverage.

No new pronouncement issued by the Financial Accounting Standards Board, the
American Institute of Certified Public Accountants or the Securities and
Exchange Commission is expected to have a material impact on The Company's
financial position or reported results of operations.

Determination of Net Asset Value

The net asset value per share of our outstanding shares of common stock will
be determined quarterly, as soon as practicable after, and as of the end of,
each calendar quarter, by dividing the value of total assets minus total
liabilities by the number of shares outstanding at the date as of which such
determination is made.

In calculating the value of our total assets, we will value securities that
are publicly traded at the closing price on the valuation date for exchange
traded and NASDAQ listed securities or the average of the bid and asked
prices for other securities.   Debt and equity securities that are not
publicly traded will be valued at fair value as determined in good faith by a
valuation committee of our board of directors based on the recommendation by
our investment adviser and under valuation guidelines adopted by our board of
directors, and then approved by our entire board of directors. Initially, the
fair value of these securities will be their original cost.  Debt securities
valued at cost would be revalued for significant events affecting the
issuer's performance and equity securities valued at cost would be revalued
if significant developments or other factors affecting the investment provide
a basis for valuing the security at a price other than cost, such as

*	results of subsequent financing,
*	the availability of market quotations,
*	the portfolio company's operations and
*	changes in market conditions.

For warrants, our cost usually will be a nominal amount, such as $.01 per
share.   Debt securities with remaining maturities of 60 days or less at the
time of purchase will be valued at amortized cost.  Debt securities which are
publicly traded will be valued by using market quotations obtained from
pricing services or dealers.   Our valuation guidelines will be subject to
periodic review by our board of directors and may be revised in light of our
experience, regulatory developments or otherwise.

Determination of fair values involves subjective judgment and estimates not
susceptible to substantiation by auditing procedures.  Accordingly, under
current auditing standards, the notes to our financial statements will refer
to the uncertainty with respect to the possible effect of such valuations,
and any change in such valuations, on our financial statements.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)

Financial Statements of Business Acquired

None.

(b)

Pro Forma Financial Statements

None

(c)

Exhibits

None

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following person on
behalf of the Registrant and in the capacity thereunto duly authorized,
in Louisville, Kentucky, on the 7th day of February 2005.

Par 3 Services, Inc.

By:  __/s/ Bryce Knight______
     Bryce Knight, Chief Executive Officer

 EXHIBIT INDEX

Exhibits

None.