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