SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PACEL CORP.
(Exact name of registrant as specified in its charter)
Nevada 54-1712558
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7621 Little Ave., Suite 101 Charlotte, NC 28226
(Address of Principal Executive Offices) (Zip Code)
Compensation for Elizabeth Monaghan
( Title of the Plan)
Robert McNeely
1382 Coronet Way
Reno, NV 89701
(Name, address, and telephone number of agent for service)
Copies to:
Robert C. Laskowski, Esq.
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
(503) 241-0780
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount of
Title of securities Amount to maximum offering aggregate offering registration
to be registered be registered price per share price fee
(1) (2) (2) (3)
Common Stock,
par value $0.001 1,000,000,000 $ 0.0002 $200,000 $23.48
per share
(1) This filing registers 1,000,000,000 shares of registrant's common stock,
par value $0.001 per share (the "Common Stock"), for issuance as compensation
for services rendered by Elizabeth Monaghan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended, based on the closing
price of the common stock on the OTC Bulletin Board as quoted on December 7,
2005 . (3) Calculated in accordance with Section 6(b) of the Securities Act of
1933, as amended (the "Act"), and Securities and Exchange Commission
("Commission") Rule 457 (h) promulgated under the Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I is permitted to be omitted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Company with the Commission are
incorporated by reference in this registration statement:
(a) Company's quarterly report on Form 10-QSB for quarterly period
ended September 30, 2005 and its annual report on Form 10-KSB
for the fiscal year ended December 31, 2004,filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In addition to any rights of indemnification that may be granted to
directors and officers under the Nevada Business Corporation Code, as amended,
Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
directors and officers against liabilities that they may incur in such
capacities.
The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was
an officer or director of Company against certain liabilities and expenses if:
(i) the officer or director acted in good faith; (ii) the officer or director
reasonably believed the actions were in or not opposed to Company's best
interest; and (iii) in the case of a criminal proceeding, the officer or
director had no reasonable cause to believe that the conduct was unlawful. In
the case of any proceeding by or in the right of Company, an officer or director
is entitled to indemnification to the fullest extent permitted by law if the
officer or director acted in good faith and in a manner the officer or director
reasonably believed was in or not opposed to Company's best interest.
An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the
officer or director in which the officer or director is adjudged liable on the
basis that personal benefit was improperly received; or (ii) in connection with
any proceeding initiated by such person against Company, its directors,
officers, employees, or other agents.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.
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ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by section 10(a)(3)
of the Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereto)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(a) and A(1)(b) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the above-referenced provisions, or
otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed
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in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Act, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Charlotte, North Carolina on December 7, 2005.
PACEL CORP.
By: /s/ GARY MUSSELMAN
----------------------------------
Gary Musselman
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Gary Musselman his or her true and lawful
attorney-in-fact and agent, with full power of substitution for him or her in
any and all capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto each such attorney and agent full power and authority to do any
and all acts and things necessary or advisable in connection with such matters,
and hereby ratifying and confirming all that each such attorney and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
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Principal Executive Officer
and Principal Financial Officer:
/s/ GARY MUSSELMAN December 7, 2005
----------------------------------
Gary Musselman
Chief Executive Officer
Directors:
/s/ F. KAY CALKINS December 7, 2005
----------------------------------
F. Kay Calkins
Director
/s/ GARY MUSSELMAN December 7, 2005
----------------------------------
Gary Musselman
Director
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INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
-------------- ------- ----
5.1 Opinion of Robert C. Laskowski, Esq. 7
(regarding legality)
23.1 Consent of Robert C. Laskowski, Esq. 7
(included in Exhibit 5.1)
23.2 Consent of Peter C.Cosmas, CPAs 8
24.1 Power of Attorney 5
(see page 5 of this registration statement)
Exhibit 5.1 Opinion of Robert C. Laskowski, Esq. (regarding legality).
ROBERT C. LASKOWSKI
Attorney at Law
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
Telephone: (503) 241-0780
Facsimile: (503) 227-2980
December 7, 2005
To the Board of Directors
Pacel Corp.
Gentlemen:
We have acted as counsel for Pacel Corp. ("Company") in connection with
the preparation and filing of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, covering 1,000,000,000 shares of Company's
Common Stock, par value $0.001 per share (the "Shares"), to be issued for
compensation to advisors and consultants. We have reviewed the corporate action
of Company in connection with this matter and have examined and relied upon such
documents, corporate records, and other evidence as we have deemed necessary for
the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Agreement, legally
issued, fully paid, and non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT C. LASKOWSKI
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Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Letterhead of Peter C. Cosmas Co., Certified Public Accountants)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 1,000,000,000 shares of common stock of Pacel Corp.
of our report dated March 18, 2005 with respect to the consolidated financial
statements included in its Annual Report (Form 10- KSB) for the fiscal year
ended December 31, 2004, filed with the US Securities and Exchange Commission.
/s/ Peter C. Cosmas, Co. Certified Public Accountants
December 7, 2005
New York, New York
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