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 (Date of earliest event reported): September 29, 2004


                                  PACEL Corp.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Virginia                     000-29459                54-1712558
----------------------------       ----------------       ----------------------
(State or other jurisdiction       (Commission            (IRS Employer
   of incorporation)                   file number)          Identification No.)


10108 Industrial Drive
Pineville, North Carolina                                      28134
----------------------------------------                ------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code: (704) 643-0676


                                       N/A
          -----------------------------------------------------------
         (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))










ITEM 8.01         Other Events

On September 23, 2004, Pacel Corp issued a press release  announcing that it had
executed all  agreements  necessary to acquire  certain  assets of Rossar HR LLC
d/b/a YourStaff Solutions(TM) (YourStaff Solutions(TM)), a Pennsylvanian limited
liability   company.   The  press  release  is  attached  as  exhibit  99.1  and
incorporated  therein  by  reference  stated  that  Pacel  Corp will  manage the
business  affairs and operations of YourStaff  Solutions(TM)  until December 31,
2004. Effective January 1, 2005, certain assets of YourStaff  Solutions(TM) will
then transfer to Pacel Corp.


ITEM 9.01         Financial Statements and Exhibits

(c) Exhibits

Exhibit #       Description
-----------     ------------------------------------------

22.1            Pacel Corp Press Release dated September 23, 2004.

----------------

* Filed herewith.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                   PACEL Corp.
          -----------------------------------------------------------
                                  (Registrant)



Date:    September 29, 2004

                            By:     /s/ Gary Musselman
                              ----------------------------------------------
                              Gary Musselman, President, CEO and CFO