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: April 04, 2006
Date of earliest event reported: March 30, 2006
PACEL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-29459 54-1712558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
7621 Little Ave. Suite 101, Charlotte, North Carolina 28226
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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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
From January 1, 2006 until March 31, 2006, in connection the exercise of
conversion rights by the holders of certain of the registrant's convertible
debentures ("Debentures"), the registrant issued an aggregate of 10,770,539,904
shares of its common stock, before adjusting such shares to reflect the effects
of any stock splits occurring subsequent to issuance. After giving effect to the
one-for-one thousand reverse split on January 27, 2006, such shares were be
restated as 9,970,540,904 shares.
The Debentures provided that the principal amount and accrued interest were
convertible, at the option of the holders of the Debentures, into the
registrant's common stock at a price per share equal to 30% to 40%, depending on
the terms of a specific Debenture, of the closing bid price of the registrant's
common stock as quoted on the OTC Bulletin Board on the immediately preceding
trading day prior to the notice of conversion.
The common stock was issued pursuant to Section 3(a)(10) of the Securities Act
of 1933, as amended, after a hearing with notice to, and an opportunity to be
heard from, interested parties, as to the fairness of each transaction, by a
state courts in Nevada, Florida and Illinois, who determined, prior to declaring
that the transactions were exempt under Section 3(a)(10), that the transactions
were fair to the interested parties.
As of the date of this report, there 9,970,540,904 shares of the registrant's
common stock issued and outstanding.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
In connection with the acquisition of United Personnel Services, Inc. and World
Wide Personnel Services of Maine, Inc., respectively, as disclosed in the
registrant's report on Form 8K filed March 27, 2006, the registered filed a
Certificate of Designation regarding the issuance of 500,000 shares of its
Series C Convertible Preferred Stock in connection with the foregoing
acquisitions.
Registrant filed the Certificate of Designation with the Nevada Secretary of
State effective March 30, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.0 Certificate of Designation for Series C Convertible Preferred
Stock.
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: April 4, 2006 By: /s/ Gary Musselman
President