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): September 17, 2004


                                  PACEL Corp.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Virginia                     000-29459                54-1712558
----------------------------       ----------------       ----------------------
(State or other jurisdiction       (Commission            (IRS Employer
   of incorporation)                   file number)          Identification No.)


10108 Industrial Drive
Pineville, North Carolina                                       28134
----------------------------------------           -----------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code: (704) 643-0676

                                       N/A
            -------------------------------------------------------
          (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 Security 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))









ITEM 8.01         Other Events

     On  September  13,  2004,  the board of directors of Pacel Corp, a Virginia
corporation, declared a reverse stock split pursuant to which each 100 shares of
common stock will be converted to 1 share of common stock. As a consequence, the
company  will  convert  the number of shares of its  common  stock that has been
issued and outstanding from  2,000,000,000 to 20,000,000.  All fractional shares
shall be rounded up to the nearest whole share.







                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   PACEL Corp.
                                  (Registrant)





Date:    September 17, 2004

                            By:     /s/ Gary Musselman
                              ----------------------------------------------
                              Gary Musselman, President, CEO and CFO