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<FONT SIZE="-1"><CENTER>As filed with the Securities and Exchange Commission on June 21, 2001</CENTER></FONT>

<P ALIGN=RIGHT><FONT SIZE="-1">Registration No. 333-______________</FONT><HR noshade></P><BR>

<BR>
<CENTER><FONT SIZE="+1"><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></FONT></CENTER>
<CENTER><STRONG>Washington, D.C.  20549</STRONG></CENTER>
<BR>

<CENTER>________________________</CENTER>
<BR>

<BR>
<CENTER><FONT SIZE="+1"><STRONG>REGISTRATION STATEMENT ON</CENTER></STRONG></FONT>
<CENTER><FONT SIZE="+1"><STRONG>FORM S-8</STRONG></FONT></CENTER>
<FONT SIZE="+1"><STRONG><CENTER>UNDER THE SECURITIES ACT OF 1933</STRONG></FONT></CENTER>
<BR>

<CENTER>________________________<FONT SIZE="-1"></CENTER>
</FONT><BR>

<BR>
<FONT SIZE="-1"><CENTER></FONT><FONT SIZE="+1"><STRONG>PACEL CORP.</STRONG></FONT></CENTER>
<HR noshade>
<CENTER>(Exact name of registrant as specified in its charter)</CENTER>
<BR>

<BR>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1"></FONT><FONT SIZE="-1"><STRONG>Virginia</STRONG></FONT><BR>

<FONT SIZE="-1">(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"></TD>
<TD ALIGN="CENTER"></FONT><FONT SIZE="-1"><STRONG>54-1712558</STRONG></FONT><BR>

<FONT SIZE="-1">(I.R.S. Employer Identification No.)</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1"></TD>
<TD ALIGN="CENTER"></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></FONT><FONT SIZE="-1"></FONT><FONT SIZE="-1"></FONT><FONT SIZE="-1"><STRONG>8870 Rixlew Lane, Suite 201, Manassas, Virginia</STRONG></FONT><BR>

<FONT SIZE="-1">(Address of principal executive offices)</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"></TD>
<TD ALIGN="CENTER"></FONT><FONT SIZE="-1"><STRONG>20109-3795</STRONG></FONT><BR>

<FONT SIZE="-1">(Zip Code)</FONT></TD></TR></TABLE>
<BR>
<BR>
<BR>
<FONT SIZE="-1"></FONT><FONT SIZE="-1"><CENTER></FONT><FONT SIZE="+1"><STRONG>CONSULTING AGREEMENT WITH DR. G. K. KUMAR</CENTER>
</STRONG></FONT>
<FONT SIZE="-1"><STRONG><CENTER></STRONG></FONT>(Full title of the plan)</CENTER>
<BR>

<BR>
<STRONG><CENTER>Martin L. Meyrowitz, P.C.</CENTER></STRONG>
<STRONG><CENTER>Michael R. Gartman, Esq.</CENTER></STRONG>
<STRONG><CENTER>Silver, Freedman &amp; Taff, L.L.P.</CENTER>
</STRONG>
<STRONG><CENTER>(a limited liability partnership including professional corporations)</CENTER>
</STRONG>
<STRONG><CENTER>7<SUP>th</SUP> Floor - East Tower</CENTER>
</STRONG>
<STRONG><CENTER>1100 New York Avenue, NW</CENTER>
</STRONG>
<STRONG><CENTER>Washington, D.C.  20005</STRONG></CENTER>
<HR noshade>
<CENTER>(Name and address of agent for service)</CENTER>
<BR>

<CENTER><STRONG>(202) 414-6100</STRONG></CENTER>
<HR noshade>
<CENTER>(Telephone number, including area code, of agent for service)</CENTER>
<BR>

<BR>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD COLSPAN="5" ALIGN="CENTER"><FONT SIZE="-1"><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></FONT></TD></TR>

<TR VALIGN=BOTTOM>
<TD ALIGN="CENTER"><FONT SIZE="-1">Title of securities to be registered<HR noshade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Amount to be<BR>registered<HR noshade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Proposed<BR>maximum<BR>offering price<BR>per share (1)<HR noshade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Proposed maximum<BR>aggregate<BR>offering price (1)<HR noshade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Amount of<BR>registration<BR>fee<HR noshade></TD></TR>

<TR VALIGN="TOP"><TD><FONT SIZE="-1">Common Stock, no par value per share</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">10,000,000 shares</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$.01</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$100,000</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$25</TD></TR></TABLE>
<BR>
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<FONT SIZE="-1">(1)&nbsp;&nbsp;&nbsp;Estimated solely for the purpose of calculating the registration fee.  The shares being registered hereby are
being registered based upon $.01 per share, being the exercise price for the option to purchase shares of the
Registrant's common stock.</FONT><BR>
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<CENTER><STRONG>PART&nbsp;I</STRONG></CENTER>

<BR>
<CENTER><STRONG>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</STRONG></CENTER>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PACEL Corp. (the "Company") will provide the document containing the information
specified in Part I of the Form S-8 to the party to the Consulting Agreement (the "Plan") with the
Company as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "Securities Act").<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document is not being filed with the SEC, but constitutes (along with the
documents incorporated by reference into the registration statement pursuant to Item 3 of Part II of
this registration statement), a prospectus that meets the requirements of Section 10(a) of the
Securities Act.<BR>

<CENTER><STRONG>PART&nbsp;II</STRONG></CENTER>
<BR>

<CENTER><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></CENTER>

<BR>
Item 3.	<U>Incorporation of Documents by Reference</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by the Company with the
SEC are hereby incorporated by reference in this registration statement and the prospectus to which
this registration statement relates:<BR>
<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>1.</TD>
<TD WIDTH=80%>The Company's Form 10-KSB for the fiscal year ended December 31, 2000 (File No.
001-15647), filed with the SEC on April 2, 2000.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>2.</TD>
<TD WIDTH=80%>The Company's Form 10-QSB for the quarter ended March 31, 2001 (File No. 001-15647), filed with the SEC on May 15, 2001.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>3.</TD>
<TD WIDTH=80%>The description of the Company's common stock contained in the Company's
registration statement filed with the SEC on Form 8-A (File No. 000-29459), and any
amendments or reports filed for the purpose of updating the description.<BR>&nbsp;</TD></TR></TABLE>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company with the SEC 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 incorporated by reference into this registration statement and
the prospectus to be a part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or therein shall be deemed to be modified or superseded for purposes of this registration
statement and the prospectus to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this registration statement
and the prospectus.<BR>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom a prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to: David E. Calkins, President, PACEL Corp., 8870 Rixlew Lane, Suite 201, Manassas,
Virginia 20109-3795, telephone number (703) 257-4759.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this registration statement is qualified in its entirety by
the detailed information, including financial statements, appearing in the documents incorporated
herein or by reference.<BR>

<BR>
Item 4.	<U>Description of Securities</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 5.	<U>Interests of Named Experts and Counsel</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 6.	<U>Indemnification of Directors and Officers</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article 10 of the Virginia Stock Corporation Act provides, in general, that Virginia
corporations shall have the power, under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such action, suit or
proceeding. The Virginia Stock Corporation Act also provides that Virginia corporations may
purchase insurance on behalf of any such director, officer, employee or agent.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company's Articles of Incorporation, as amended, provide in general, for
mandatory indemnification of its directors and officers (including former directors and officers and
persons serving at the request of the Company as directors and officers of another corporation,
partnership, joint venture, trust or other enterprise) against liability incurred by them in proceedings
by third parties, or by or on behalf of the Company, by reason of the fact that such person is, or was,
a director or officer of the Company, or is, or was, serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such
indemnity shall only be provided after the Company determines that the director or officer was not
guilty of gross negligence or willful misconduct.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company's Articles of Incorporation, as amended, provide that the
Company may purchase insurance to cover any losses sustained as a result of providing
indemnification to the aforementioned persons.<BR>

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Item 7.	<U>Exemption from Registration Claimed</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 8.	<U>Exhibits</U>.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Exhibit Index to this Registration Statement. <BR>

<BR>
Item 9.	<U>Undertakings</U>.<BR>
<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(a)</TD>
<TD COLSPAN=3>The undersigned Registrant hereby undertakes:<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(1)</TD>
<TD COLSPAN=2>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(i)</TD>
<TD WIDTH=60%>To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(ii)</TD>
<TD WIDTH=60%>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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(iii)</TD>
<TD WIDTH=60%>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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934
that are incorporated by reference in the registration statement.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(2)</TD>
<TD COLSPAN=2>That, for the purpose of determining any liability under the Securities Act of
1933, 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 <U>bona</U>
<U>fide</U> offering thereof.<BR>&nbsp;</TD></TR></TABLE>


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<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(3)</TD>
<TD COLSPAN=2>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.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(b)</TD>
<TD COLSPAN=3>The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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 <U>bona</U> <U>fide</U> offering
thereof.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%>(c)</TD>
<TD COLSPAN=2>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 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
of expenses incurred or paid by a director, officer or controlling person 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
Securities Act of 1933 and will be governed by the final adjudication of such issue.<BR>&nbsp;</TD></TR></TABLE>


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<CENTER><STRONG>SIGNATURES</STRONG></CENTER>
<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<EM>The Registrant.</EM>  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the City of Manassas, Commonwealth of Virginia, on June 21, 2001.<BR>

<BR>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>PACEL CORP.</STRONG></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>
<BR></TD></TR>
<TR VALIGN="TOP"><TD ALIGN=RIGHT WIDTH=50%>
By:</TD>
<TD>/s/ David E. Calkins<HR noshade>David E. Calkins<BR>
  Chairman of the Board, President and CEO<BR>
<EM>  (Duly Authorized Representative)</EM></TD></TR>
</TABLE>
<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<STRONG>KNOW ALL MEN BY THESE PRESENTS</STRONG>, that each person whose signature appears
below constitutes and appoints David E. Calkins and F. Kay Calkins, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-facts and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
said attorney-in-facts and agents or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.<BR>

<BR>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=45%>/s/ David E. Calkins<HR noshade>
David E. Calkins<BR>
Chairman of the Board, President and CEO<BR>
<EM>(Principal Executive and Financial Officer)</EM><U></U></TD>
<TD WIDTH=10%></TD>
<TD WIDTH=45%>/s/ F. Kay Calkins<HR noshade>
F. Kay Calkins<BR>
Director, Secretary and Treasurer</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;<BR>&nbsp;<BR>Date: June 21, 2001</TD>
<TD></TD>
<TD>&nbsp;<BR>&nbsp;<BR>Date: June 21, 2001</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;<BR>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD>/s/ Keith P. Hicks<HR noshade>
Keith P. Hicks, Director</TD>
<TD></TD>
<TD>/s/ Corey M. LaCross<HR noshade>
Corey M. LaCross, Director</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;<BR>&nbsp;<BR>Date: June 21, 2001</TD>
<TD></TD>
<TD>&nbsp;<BR>&nbsp;<BR>Date: June 21, 2001</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;<BR>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD>/s/ Lyndon Thompson<HR noshade>
Lyndon Thompson, Accounting Manager<BR>
<EM>(Principal Accounting Officer)</EM></TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;<BR>&nbsp;<BR>Date: June 21, 2001</TD>
<TD></TD>
<TD>
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<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD COLSPAN="3" ALIGN="CENTER"></U><U></U><U></U><STRONG>EXHIBITS INDEX</STRONG></TD></TR>
<TR VALIGN=BOTTOM><TD ALIGN="CENTER">Exhibit<BR><HR noshade></TD>
<TD>Description of Exhibits<HR noshade></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.1</TD>
<TD>Registrant's Articles of Incorporation, filed as Exhibit 3.1 to the
Registrant's Registration Statement filed with the SEC on Form SB-2
(Registration Number 333-59552), is hereby incorporated by reference.</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.2</TD>
<TD>Registrant's Bylaws, filed as Exhibit 3.3 to the Registrant's Registration
Statement filed with the SEC on Form SB-2 (Registration Number
333-91611), is hereby incorporated by reference.</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.3</TD>
<TD>Registrant's Specimen Stock Certificate, filed as Exhibit 4 to the
Registrant's Registration Statement filed with the SEC on Form SB-2
(Registration  Number 333-91611), is hereby incorporated by reference.</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">5</TD>
<TD>Opinion of Silver, Freedman &amp; Taff, L.L.P.</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">23.1</TD>
<TD>Consent of Peter C. Cosmas, Co., CPA</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">23.2</TD>
<TD>Consent of Silver, Freedman &amp; Taff, L.L.P. (included in Exhibit 5).</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">24</TD>
<TD>Power of Attorney (included in signature pages).</TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"></TD>
<TD></TD>
<TD ALIGN="CENTER"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">99</TD>
<TD>Consulting Agreement</TD>
<TD ALIGN="CENTER"></TD></TR></TABLE>
</CENTER>

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{"company-data": {"conformed-name": "PACEL CORP", "cik": "0001044490", "assigned-sic": "7372", "irs-number": "541712558", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63634", "film-number": "1665754"}, "business-address": {"street1": "8870 RIXLEW LANE SUITE 201", "city": "MANASSAS", "state": "VA", "zip": "20109", "phone": "7032574759"}, "mail-address": {"street1": "8870 RIXLEW LANE SUITE 201", "city": "MANASSAS", "state": "VA", "zip": "20109"}}
As filed with the Securities and Exchange Commission on June 21, 2001
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
________________________
PACEL CORP.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
54-1712558
(I.R.S. Employer Identification No.)
8870 Rixlew Lane, Suite 201, Manassas, Virginia
(Address of principal executive offices)
20109-3795
(Zip Code)
CONSULTING AGREEMENT WITH DR. G. K. KUMAR
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Michael R. Gartman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7
th
Floor - East Tower
1100 New York Avenue, NW
Washington, D.C.  20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be
registered
Proposed
maximum
offering price
per share (1)
Proposed maximum
aggregate
offering price (1)
Amount of
registration
fee
Common Stock, no par value per share
10,000,000 shares
$.01
$100,000
$25
(1)   Estimated solely for the purpose of calculating the registration fee.  The shares being registered hereby are
being registered based upon $.01 per share, being the exercise price for the option to purchase shares of the
Registrant's common stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PACEL Corp. (the "Company") will provide the document containing the information
specified in Part I of the Form S-8 to the party to the Consulting Agreement (the "Plan") with the
Company as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "Securities Act").
Such document is not being filed with the SEC, but constitutes (along with the
documents incorporated by reference into the registration statement pursuant to Item 3 of Part II of
this registration statement), a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents previously or concurrently filed by the Company with the
SEC are hereby incorporated by reference in this registration statement and the prospectus to which
this registration statement relates:
1.
The Company's Form 10-KSB for the fiscal year ended December 31, 2000 (File No.
001-15647), filed with the SEC on April 2, 2000.
2.
The Company's Form 10-QSB for the quarter ended March 31, 2001 (File No. 001-15647), filed with the SEC on May 15, 2001.
3.
The description of the Company's common stock contained in the Company's
registration statement filed with the SEC on Form 8-A (File No. 000-29459), and any
amendments or reports filed for the purpose of updating the description.
All documents subsequently filed by the Company with the SEC 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 incorporated by reference into this registration statement and
the prospectus to be a part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or therein shall be deemed to be modified or superseded for purposes of this registration
statement and the prospectus to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this registration statement
and the prospectus.
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The Company shall furnish without charge to each person to whom a prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to: David E. Calkins, President, PACEL Corp., 8870 Rixlew Lane, Suite 201, Manassas,
Virginia 20109-3795, telephone number (703) 257-4759.
All information appearing in this registration statement is qualified in its entirety by
the detailed information, including financial statements, appearing in the documents incorporated
herein or by reference.
Item 4.
Description of Securities
.
Not applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Article 10 of the Virginia Stock Corporation Act provides, in general, that Virginia
corporations shall have the power, under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such action, suit or
proceeding. The Virginia Stock Corporation Act also provides that Virginia corporations may
purchase insurance on behalf of any such director, officer, employee or agent.
The Company's Articles of Incorporation, as amended, provide in general, for
mandatory indemnification of its directors and officers (including former directors and officers and
persons serving at the request of the Company as directors and officers of another corporation,
partnership, joint venture, trust or other enterprise) against liability incurred by them in proceedings
by third parties, or by or on behalf of the Company, by reason of the fact that such person is, or was,
a director or officer of the Company, or is, or was, serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such
indemnity shall only be provided after the Company determines that the director or officer was not
guilty of gross negligence or willful misconduct.
In addition, the Company's Articles of Incorporation, as amended, provide that the
Company may purchase insurance to cover any losses sustained as a result of providing
indemnification to the aforementioned persons.
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Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Exhibit Index to this Registration Statement.
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:
(i)
To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)
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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)
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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, 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.
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(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 Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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 Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 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
of expenses incurred or paid by a director, officer or controlling person 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
Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the City of Manassas, Commonwealth of Virginia, on June 21, 2001.
PACEL CORP.
By:
/s/ David E. Calkins
David E. Calkins
Chairman of the Board, President and CEO
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS
, that each person whose signature appears
below constitutes and appoints David E. Calkins and F. Kay Calkins, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-facts and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
said attorney-in-facts and agents or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
/s/ David E. Calkins
David E. Calkins
Chairman of the Board, President and CEO
(Principal Executive and Financial Officer)
/s/ F. Kay Calkins
F. Kay Calkins
Director, Secretary and Treasurer
Date: June 21, 2001
Date: June 21, 2001
/s/ Keith P. Hicks
Keith P. Hicks, Director
/s/ Corey M. LaCross
Corey M. LaCross, Director
Date: June 21, 2001
Date: June 21, 2001
/s/ Lyndon Thompson
Lyndon Thompson, Accounting Manager
(Principal Accounting Officer)
Date: June 21, 2001
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EXHIBITS INDEX
Exhibit
Description of Exhibits
4.1
Registrant's Articles of Incorporation, filed as Exhibit 3.1 to the
Registrant's Registration Statement filed with the SEC on Form SB-2
(Registration Number 333-59552), is hereby incorporated by reference.
4.2
Registrant's Bylaws, filed as Exhibit 3.3 to the Registrant's Registration
Statement filed with the SEC on Form SB-2 (Registration Number
333-91611), is hereby incorporated by reference.
4.3
Registrant's Specimen Stock Certificate, filed as Exhibit 4 to the
Registrant's Registration Statement filed with the SEC on Form SB-2
(Registration  Number 333-91611), is hereby incorporated by reference.
5
Opinion of Silver, Freedman & Taff, L.L.P.
23.1
Consent of Peter C. Cosmas, Co., CPA
23.2
Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).
24
Power of Attorney (included in signature pages).
99
Consulting Agreement
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