UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

Commission File Number: 001-15647

    /X/ Form 10-K /_/ Form 20-F /_/ Form 11-K /_/ Form 10-QSB /_/ Form N-SAR

For Period Ended: December 31, 2004


(Check One):
                                [_] Transition Report on Form 10-K
                                [_] Transition Report on Form 20-F
                                [_] Transition Report on Form 11-K
                                [_] Transition Report on Form 10-Q
                                [_] Transition Report on Form N-SAR

For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

NOTHING  IN THIS  FORM  SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.


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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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                        PART 1 -- REGISTRANT INFORMATION

                                PACEL CORPORATION
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                             Full Name of Registrant

                                       N/A
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                            Former Name if Applicable

                           7621 Little Ave. Suite 101
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            Address of Principal Executive Office (Street and Number)

                               Charlotte, NC 28226
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                            City, State and Zip Code


                       PART II -- RULES 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof,  will be filed on
     or before the fifteenth  calendar day following the prescribed due date; or
     the subject  quarterly report or transition report on Form 10-Q, or portion
     thereof  will be filed on or before the fifth  calendar day  following  the
     prescribed due date; and

[X]  (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

                              PART III -- NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  20-F,  11-K,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)

Registrant's auditors have not completed the peer review of the financial 
statements and their audit report.



                          PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification.


Gary Musselman                      (704)            643-0676
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(Name)                           (Area Code)     (Telephone Number)


(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required  to file such  reports  been  filed?  If answer is no,
identify report(s).

    [X] Yes     [_] No

(3) Is it anticipated that any significant  change in results or operations from
the  corresponding  period for the last fiscal  quarter will be reflected by the
earnings statements to be included in the subject report or portion thereof?

    [_] Yes     [X] No


(If so, attach an explanation of the anticipated  change,  both  narratively and
quantitatively, and, if separate, state the reasons why a reasonable estimate of
the results cannot be made.)


                                   SIGNATURES



                                PACEL CORPORATION
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                  (Name of Registrant as Specified in Charter)

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused  this  notification  to be  signed  on its  behalf  by  the  undersigned,
thereunto duly authorized.


Date: March 31, 2005       By:/s/ GARY MUSSELMAN
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                           Gary Musselman
                           President, Chairman of the Board