Pacel Corp (PCOR)

[timhyma]

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Due to existing credit issues and the SEC lawsuit, Pacel Corp. found that it was becoming extremely difficult to obtain funds for acquisitions. Therefore, the Officers and Board of Directors began exploring alternative means by which to secure adequate financing for acquisitions. The Board of Directors decided, and the officers of the company agreed, that David Calkins and/or Kay Calkins would form a new company independent of Pacel, and at the same time, resign as an Officer and Director of Pacel in 2004 (referred to as "Newco"). The purpose of forming Newco was to acquire businesses in the HRO industry in markets where Pacel did not do business, and to benefit Pacel shareholders through administrative services and management contracts and leases of Pacel technology, operations, and processes to operate the companies acquired. Newco will only pursue acquisition candidates that Pacel has been provided an opportunity to review, but has rejected. . Newco will fund all of its acquisition costs. In the event that Newco successfully acquires a company or its assets/operations, Newco will execute a service agreement with Pacel to perform all or the majority of the administrative, management and operational services necessary to operate the acquired business. In May 2004 F. Kay Calkins director and wife of David Calkins formed Newco and its corporate name is Piedmont HR Inc. To date, Piedmont HR has not completed any acquisitions or hired any employees.