UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2005
PACEL CORP.
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(Exact name of registrant as specified in its charter)
Virginia 000-29459 54-1712558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
10108 Industrial Drive, Pineville, North Carolina 28134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 643-0676
N/A
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(Former name or former address, if changes 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 Instructions 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
The following individuals have been elected to the Board of Directors
of the registrant:
David Calkins
F. Kay Calkins
Gary Musselman
Joseph Amato
Thorn Auchter
The election of these individuals is effective as of the date of this Report.
Information regarding the new directors was contained in the registrant's
definitive Information Statement filed December 27, 2004.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN
FISCAL YEAR.
As part of its change of corporate domicile from Virginia to Nevada, as
described in Section 8 of this Report, the registrant increased its authorized
capital stock to 10 billion shares of common stock, par value $0.001. The
registrant's authorized preferred stock remained at 5 million shares, par value
$0.001. Information regarding the increase in the authorized capital stock was
contained in the registrant's definitive Information Statement filed December
27, 2004.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
Effective January 19, 2005, the registrant completed its change of corporate
domicile from Virginia to Nevada. Information regarding the reasons for the
change of corporate domicile was contained in the registrant's definitive
Information Statement filed December 27, 2004. The change of corporate domicile
was accomplished through Articles and Agreement of Merger, a copy of which is
attached as an exhibit to this Report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 EXHIBITS
EXHIBIT NO. DESCRIPTION
2.01 Articles and Agreement of Merger
3.01 Certificate of Amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pacel Corporation
Dated: January 24, 2005 By: /s/ GARY MUSSELMAN
President