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: July 5, 2005
Date of earliest event reported: June 29, 2005
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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Effective June 30, the registrant issued 1,000,000 shares of Series"B"
Convertible Preferred Stock to the following individuals in the amounts
indicated:
David Calkins 300,000 shares
F. Kay Calkins 300,000 shares
Gary Musselman 300,000 shares
Marcia Sartori 100,000 shares
The Series "B" Convertible Preferred Stock and the voting rights
attached thereto, as described in the attached Certificate of
Designation, constitute voting control of the registrant. The shares
were issued to each of the named individuals in consideration of past
services rendered to and on behalf of the registrant.
Registrant filed the Certificate of Designation with the Nevada
Secretary of State effective June 29, 2005.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICER.
Effective June 30, 2005, the board of directors appointed Marcia
Sartori as the registrant's Vice-President of Operations and Chief
Operating Officer. Since January 1, 2005, Ms. Sartori was
Vice-President Special Projects for the registrant's wholly-owned
subsidiary AsmaraHR. Previously, Ms. Sartori owned and operated
RossarHR and Your Staff Solutions, Inc. in the Pittsburgh, Pennsylvania
area from 1998 to 2002. Ms. Sartori has 20 years experience in the
human resources outsourcing and professional employer organization
(PEO) industry. The principal terms of Ms. Sartori's employment
agreement with the registrant consist of a annual base salary of
$85,000 with an incentive commission of 3% predicated on the increase
in monthly sales of outsourcing services over a base amount of $35,000
in certain geographical areas served by the registrant.
Effective July 1, 2005, the board of directors accepted the resignation
of David Calkins as a director. Mr. Calkins resigned for personal
reasons and not because of any disagreement on any matter relating to
the registrant's operations, policies or practices. F. Kay Calkins
assumed the position of Chair of the Board of Directors.
Effective July 1, 2005, Gary Musselman, the registrant's President and
Chief Executive Officer, accepted his previous appointment to the Board
of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.0 Certificate of Designation for Series "B" 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: July 5, 2005 By: /s/ GARY MUSSELMAN
President