Attached files
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| EX-99.1 - NACEL ENERGY CORP | v207241_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 27,
2010
Commission
File Number: 0-053150
NACEL
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Wyoming
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20-4315791
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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9375
E. Shea Blvd., Suite 100
Scottsdale,
Arizona
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85260
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(Address
of principal executive offices)
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(Zip
Code)
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(602) 235-0355
(Registrant
telephone including area code)
Check the
appropriate item below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.02 – Unregistered
Sales of Equity Securities.
The
disclosure provided for in Item 8.01 of this report is hereby incorporated by
reference into this Item 3.02
In
accordance with the terms of the Senior Secured Convertible Note entered into on
November 23, 2009, the Company issued an aggregate of 2,752,971 shares of its
common stock (2,538,922 shares on or about November 25, 2010 and an additional
214,049 on or about December 27, 2010) to satisfy and pay in full the last
installment amount due under the terms of the Senior Secured Convertible Note.
These shares are deemed to have been held by the investor for a period of more
than 6 months pursuant to Rule 144 and e eligible to be sold by the investor,
subject to compliance with Rule 144.
Item
8.01 – Other Events.
On
December 27, 2010, NACEL Energy Corporation (the “Company” or “NACEL”) paid to
Iroquois Master Fund, Ltd. the last instalment amount due and owing on the
$935,000 principal amount of a Senior Secured Convertible Note originally
entered into on November 23, 2009, as subsequently amended and modified on April
23, 2010 and July 27, 2010. Accordingly, the Company has now paid in full all
amounts due under the Senior Secured Convertible Note. For further information
about the Senior Secured Convertible Note and amendments and modifications
thereto, see the Company’s Form 8-Ks as filed with the SEC on November 27, 2009,
April 27, 2010 and July 30, 2010.
A
copy of the press release pertaining to the final payment due on the Senior
Secured Convertible Note is attached hereto as an exhibit.
Item 9.01
– Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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NACEL
ENERGY CORPORATION
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Date:
January 5, 2011
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By: /s/
Mark Schaftlein
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Mark
Schaftlein, Chief Executive Officer
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