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 27, 2006
Date of earliest event reported: March 23, 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 23, 2006, the registrant entered into a Share Exchange Agreement and
Plan of Reorganization ("Agreement") with World Wide Personnel Services of
Maine, Inc. ("World Wide"), pursuant to which the registrant acquired all of the
issued and outstanding common stock of World Wide from its sole shareholder.
World Wide specializes in human resource management services and guidance for
small to medium-sized businesses in the state of Maine. With this acquisition,
the registrant has completed the two phased acquisition of World Wide and its
affiliated company, United Personnel Services, Inc., the latter being acquired
on March 7, 2006.
In consideration of the acquisition of the issued and outstanding common stock
of World Wide and United Personnel, the registrant will issue 500,000 shares of
its Series "C" Convertible Preferred Stock ("Series `C' Stock") to the sole
shareholder of World Wide and United Personnel, Antoinette Peterson.
As a result, World Wide and United Personnel become wholly-owned subsidiaries of
the registrant.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 23, 2006, the registrant closed on the Share Exchange Agreement and
Plan of Reorganization with World Wide Personnel Services of Maine, Inc.,
pursuant to which the registrant acquired all of that company's issued and
outstanding common stock of United Personnel. As a result, World Wide becomes a
wholly-owned subsidiary of the registrant.
For purposes of accounting for the acquisition of World Wide, the effective date
of the Agreement will be April 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
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10.1 Share Exchange Agreement and Plan of Reorganization
99 Press Release dated March 27, 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 27, 2006 By: /s/ GARY MUSSELMAN
President