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: March 8, 2006
Date of earliest event reported: March 7, 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 7, 2006, the registrant entered into a Share Exchange Agreement and
Plan of Reorganization ("Agreement") with United Personnel Services, Inc.
("United Personnel"), pursuant to which the registrant acquired all of the
issued and outstanding common stock of United Personnel from the sole
shareholder of United Personnel. United Personnel specializes in human resource
management services and guidance for small to medium-sized businesses in the
state of Maine
In consideration of the acquisition of the issued and outstanding common stock
of United Personnel, the registrant will issue 500,000 shares of its Series "C"
Convertible Preferred Stock ("Series 'C' Stock") to the sole shareholder of
United Personnel. The Agreement provides that the Series "C" Stock will be
issued at such time as the registrant has closed on the acquisition of the
issued and outstanding common stock of World Wide Personnel Services of Maine,
Inc. , an affiliated company of United Personnel.
As a result of the Agreement, United Personnel becomes a wholly-owned subsidiary
of the registrant.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 7, 2006, the registrant closed on the Share Exchange Agreement and Plan
of Reorganization with United Personnel Services, Inc. ("United Personnel"),
pursuant to which the registrant acquired all of the issued and outstanding
common stock of United Personnel. As a result, United Personnel becomes a
wholly-owned subsidiary of the registrant.
For purposes of accounting for the acquisition of the business of United
Personnel, the effective date of the Agreement was January 1, 2006.
ITEM 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial statements of are not included with this initial report. Any required
financial statements of the business acquired, or pro forma financial statements
required by Article 11 of Regulation S-X, will be filed in a subsequent report
within 71 days of the date of this initial report.
Attached to this report is the Share Exchange Agreement and Plan of
Reorganization and the press release issued by the registrant announcing the
closing of the acquisition.
EXHIBIT NO. DESCRIPTION
10.1 Share Exchange Agreement and Plan of Reorganization
99 Press Release dated March 8, 2006
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: March 10, 2006 By: /s/ GARY MUSSELMAN
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President