This sound familar? From another stock I am in (PLRP)
On March 29, 2001, the Company entered into a
Placement Agent Agreement with the May Davis Group,
Inc., an NASD member firm, to assist in the sale of
the Company's 5% convertible debentures up to an
aggregate principal amount of $500,000. In addition,
on March 29, 2001, the Company entered into an Equity
Line of Credit Agreement with Cornell Capital Partners
LP ("Cornell")whereby the Company, subject to certain
conditions and limitations, can sell or put to
Cornell, from time to time, up to $5 million of its
common stock subject to certain market limitations and
conditions. Also, pursuant to the Equity Line of
Credit Agreement, the Company has agreed to pay to
Yorkville Management Advisors LLC, the general partner
of Cornell, a fee equal to 2% of each installment
amount invested in the Company by Cornell.
>From PLRP April 2001 Registration Statement.
Board of Directors
PACEL Corp.
8870 Rixlew Lane, Suite 201
Manassas, Virginia 20109
Ladies and Gentlemen:
We have acted as counsel to PACEL Corp., a Virginia
corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on
Form SB-2 (the "Registration Statement") with the
Securities and
Exchange Commission ("SEC") with respect to the
registration for resale under the Securities Act of
1933, as amended (the
"Act"), of up to 101,550,000 shares of the Company's
common stock, no par value per share (the "Shares"),
issued by the
Company to the selling stockholders named in the
Registration Statement as follows:
58,875,000 Shares that may be issued to Cornell
Capital Partners under the terms set forth in the
equity line of credit
agreement dated march 14, 2001 ("Equity Line of Credit
Agreement");
5,555,556 Shares of restricted common stock issued to
Yorkville Advisors, LLC, Owen May, May Davis Group,
Inc. and
Trans-Global Capital Holdings, LTD. in accordance with
the terms of the Equity Line of Credit Agreement;
250,000 Shares issuable upon the exercise of warrants
at $.099 per share ("Warrants") that were issued to
Trans-Global
Capital Holdings, LTD., Owen May, Mark Angelo, Robert
Farrell, Joseph Donohue and Hunter Singer;
6,250,000 Shares issuable upon the conversion of the
outstanding principal amount of, and interest due
under, the Company's
5% convertible debentures sold and issued to Thomas
Kelly, W. David McCoy and the Richard T. Garrett Trust
pursuant to the
stock purchase agreement dated March 14, 2001 ("Stock
Purchase Agreement").
In connection with the registration of the Shares, we
have reviewed such documents and records as we have
deemed
necessary to enable us to express an opinion on the
matters covered hereby, including but not limited to
the Equity Line of
Credit Agreement, the Stock Purchase Agreement, the
Warrants, the Company's Bylaws and Articles of
Incorporation, as
amended, and
More on May Davis Group.
http://www.courts.state.ny.us/nycdlr/issue2-2/prescott.htm
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