SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549


FORM S-8


REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933


PACEL CORP.
(Exact Name of Registrant as specified in Its Charter)

VIRGINIA                              54-1712558
(State of Incorporation)  (IRS Employer Identification Number)



8870 Rixlew Lane, Ste 201, Manassas, VA 20109
(Address of Principal Executive Offices) (Zip Code)

Business Consulting Agreement
(Full Title of Plan)

David E. Calkins, President
8870 Rixlew Lane, Suite 201, Manassas, Virginia 20109
(Name and Address of Agent for Service)

703-257-4759
(Telephone Number, Including Area Code of Agent for
Service)

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered:
Common Stock
Amount To Be Registered: 10,000,000 Shares
Proposed Maximum Offering Price Per Unit: $0.03 (1)
Proposed Maximum Aggregate Offering Price: $300,000
Amount of Registration Fee: $27.60

(1) Estimated pursuant to Rule 457(c) solely for
purpose of calculating the amount of the registration
fee, based upon the average of the bid and ask prices
reported on May 24, 2002, as reported on the OTC
Bulletin Board.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1 PLAN INFORMATION AND ITEM 2 REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The documents containing the information specified in
Part I of Form S-8 will be sent or given to the
participating person(s) as specified by Rule 428 (b)
(1) of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are
not being filed with or included in this Registration
Statement (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken
together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference
in this registration statement of the Registrant and
in the related Section 10(a) prospectus:

(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001 filed with the
Commission on April 15, 2002.

(b) All documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all
securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration
statement and to be a part hereof from the date of
filing of such documents.

Item 4. Description of Securities

No description of the class of securities (i.e., no
par value Common Stock) is required under this item
because the common stock is registered under Section
12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

Russell M. Frandsen, Esq., of Radcliff Frandsen
Dongell & Lawrence LLP, Attorney at Law, 707 Wilshire
Boulevard, 45th Floor, Los Angeles, CA 90017 is
expected to render an opinion with respect to certain
matters pertaining to the securities being registered.
Neither Mr. Frandsen nor his firm Radcliff Frandsen
Dongell & Lawrence LLP is an "affiliate" of the
Company. Neither Mr. Frandsen nor his firm Radcliff
Frandsen Dongell & Lawrence LLP owns shares of the
Company's stock. Mr. Frandsen is not licensed to
practice law in the State of Virginia.

Item 6. Indemnification of Directors and Officers

The Corporation Laws of the State of Virginia and the
Company's Articles of Incorporation provide for
indemnification of the Company's Directors for
liabilities and expenses that they may incur in such
capacities, provided that the Director or Officer to
be indemnified has not be adjudged to be liable for
gross negligence or willful misconduct.

Item 7. Exemption from Registration Claimed

No restricted securities are being reoffered or resold
pursuant to this registration statement.

Item 8. Exhibits

The Exhibits to this registration statement are listed
in the Index to Exhibits.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers and
sales are being made, a post-effective amendment to
this registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration statement
or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.

(5) Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the
City of Manassas, State of Virginia, on May 30, 2002.

Pacel Corp.

/s/ David E. Calkins
--------------------
By:  David E. Calkins
Its: President & CEO
     Chairman of the Board
     Dated: May 30, 2002


Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by
the following persons in the capacities and on the
dates indicated:

/s/ David E. Calkins
President & CEO, Director and Chairman of the Board
(Principal Executive and Financial Officer)

 /s/ F. Kay Calkins
 Director, Secretary and Treasurer
Dated: May 30, 2002




INDEX TO EXHIBITS
Exhibit
Number
Description
5.1/23.2
Opinion regarding legality

23.1
Consent of Independent Public Accountant

99.2
Business Consulting Agreement