**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**




**þ**
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
      the Quarterly Period Ended June 30, 2008**





** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**Commission
      file number: 333-142860**





**NACEL
      ENERGY CORPORATION**





**1128
      12** **th** **Street, Suite B**


**Cody,
      Wyoming 82414**


**Telephone
      (307) 461-4221**





Incorporated
                in Wyoming
            IRS
                ID# 20-4315791





Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to the filing requirements for the past
      90 days.     Yes þ No ** ̈**





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer** ̈**
            
            Accelerated
                filer** ̈**Non-accelerated filer** ̈**
            (Do not check if a smaller reporting company)
            Smaller reporting company **þ**





Check
      whether the issuer is a shell Company (as defined in Rule 12b-2 of the
      Exchange Act).


Yes ** ̈** No **þ**




Shares
      of
      common stock outstanding on August 8, 2008: 21,666,000









NACEL
      ENERGY CORPORATION





INDEX





FOR
      THE
      QUARTERLY PERIOD ENDED JUNE 30, 2008





PART
                I. FINANCIAL INFORMATION
            
            3Item
                1. Financial Statements
            
            3Consolidated
                Balance Sheets
            
            3Consolidated
                Statements of Expenses
            
            4Consolidated
                Statements of Cash Flows
            
            5Notes
                to Consolidated Financial Statements
            
            6Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            
            8Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            12Item
                4. Controls and Procedures
            
            12PART
                II. OTHER INFORMATION
            
            12Item
                1. Legal Proceedings
            
            12Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            13Item
                3. Defaults Upon Senior Securities
            
            14Item
                4. Submission of Matters to a Vote of Security Holders
            
            14Item
                5. Other Information
            
            14Item
                6. Exhibits
            
            14




2




**PART
      I. FINANCIAL INFORMATION**




***Item
      1. Financial Statements*** ******




**Nacel
      Energy Corporation**


**(A
      Development Stage Company)**


**Consolidated
      Balance Sheets**


**(Unaudited)**


**June 30,**
              
              **March 31,****2008**
              
              **2008****ASSETS**Current
                  AssetsCash
              
              $
              669,410
              
              $
              380,567Other
                  current assets
              
              
              -
              
              
              1,277Total
                  current assets
              
              
              669,410
              
              
              381,844Property,
                  plant and equipment, net of accumulated depreciation of $0
              
              
              72,582
              
              
              30,018**TOTAL
                  ASSETS**
              
              **$**
              **741,992**
              
              **$**
              **411,862****LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Accounts
                  payable
              
              $
              -
              
              $
              78,660Shareholder
                  line of credit
              
              
              138,075
              
              
              138,075Total
                  liabilities
              
              
              138,075
              
              
              216,735Stockholders'
                  equityCommon
                  stock of $.001 par value. Authorized 50,000,000 shares; issued
                  21,666,000
                  at June 30, and 21,400,000 at March 31, 2009
              
              
              21,666
              
              
              21,400Additional
                  paid-in capital
              
              
              2,791,606
              
              
              1,719,502Subscription
                  receivable
              
              
              -
              
              
              (690,373
              )Deficit
                  accumulated during the development stage
              
              
              (2,209,355
              )
              
              (855,402
              )Total
                  stockholders' equity
              
              
              603,917
              
              
              195,127**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              **$**
              **741,992**
              
              **$**
              **411,862**
  3





**Nacel
      Energy Corporation**


**(
      A Development Stage Company)**


**Consolidated
      Statements of Expenses**


**(Unaudited)**


**Three
      months ended June 30, 2008 and 2007 and the period**


**from
      February 7, 2006 (Inception) through June 30, 2008**





**Three Months Ended June 30,**
            
            **Inception**
              **through****2008**
            
            **2007**
            
            **June 30, 2008**General
                and administrative expenses
            
            $
            1,304,673
            
            $
            21,796
            
            $
            1,660,040Wind
                project development costs
            
            
            46,929
            
            
            -
            
            
            536,929Total
                operating expenses
            
            
            1,351,602
            
            
            21,796
            
            
            2,196,969Other
                (income) expenseInterest
                expense
            
            
            2,630
            
            
            1,894
            
            
            12,982Other
                income
            
            
            (279
            )
            
            (105
            )
            
            (596
            )Total
                other (income) expense
            
            
            2,351
            
            
            1,789
            
            
            12,386Net
                loss
            
            
            (1,353,953
            )
            
            (23,585
            )
            
            (2,209,355
            )Other
                comprehensive incomeUnrealized
                gain on marketable securities
            
            
            -
            
            
            611
            
            
            -Comprehensive
                net loss
            
            $
            (1,353,953
            )
            $
            (22,974
            )
            $
            (2,209,355
            )Basic
                and diluted net loss per share
            
            $
            (0.06
            )
            $
            (0.00
            )
            
            N/ABasic
                and diluted weighted average common shares outstanding
            
            
            21,487,758
            
            
            11,000,000
            
            
            N/A




4




**Nacel
      Energy Corporation**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Cash Flows**


**(Unaudited)**


**Three
      months ended June 30, 2008 and 2007 and the period**


**from
      February 7, 2006 (Inception) through June 30, 2008**





Three Months Ended June 30,
            
            Inception
              through2008
            
            2007
            
            June 30, 2008**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (1,353,953
            )
            $
            (23,585
            )
            $
            (2,209,355
            )Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Stock
                for services
            
            
            62,240
            
            
            -
            
            
            62,790Wind
                project development costs
            
            
            
            
            
            -
            
            
            490,000Imputed
                interest
            
            
            2,630
            
            
            1,894
            
            
            12,982Stock
                issued for executive compensation
            
            
            1,007,500
            
            
            
            
            
            1,007,500Changes
                in:Other
                current assets
            
            
            1,277
            
            
            -
            
            
            -Accounts
                payable
            
            
            (78,660
            )
            
            -
            
            
            -**Net
                Cash Used in Operating Activities**
            
            
            (358,966
            )
            
            (21,691
            )
            
            (636,083
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchase
                of fixed assets
            
            
            (42,564
            )
            
            -
            
            
            (72,582
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from shareholder line of credit
            
            
            -
            
            
            22,485
            
            
            138,075Proceeds
                from sale of common stock
            
            
            -
            
            
            -
            
            
            40,000Proceeds
                from exercise of warrant
            
            
            690,373
            
            
            -
            
            
            1,200,000**Net
                cash Provided by Financing Activities**
            
            
            690,373
            
            
            22,485
            
            
            1,378,075**NET
                INCREASE IN CASH**
            
            
            **288,843**
            
            
            **794**
            
            
            **669,410**CASH
                AT BEGINNING OF PERIOD
            
            
            380,567
            
            
            20,258
            
            
            -**CASH
                AT END OF PERIOD**
            
            **$**
            **669,410**
            
            **$**
            **21,052**
            
            **$**
            **669,410**SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATIONCASH
                PAID FOR:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -




5




NACEL
      ENERGY CORPORATION


**(A
      Development Stage Company)**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





1. BASIS
      OF PRESENTATION





The
      unaudited interim financial statements included herein have been prepared by
      the
      Company in accordance with accounting principles generally accepted in the
      United States of America and the rules of the Securities and Exchange
      Commission. We suggest that these interim financial statements be read in
      conjunction with the audited financial statements and notes thereto included
      in
      our Form 10-KSB for the year ended March 31, 2008, as filed with the SEC. We
      believe that all adjustments, consisting of normal recurring adjustments,
      necessary for a fair presentation of financial position and the results of
      operations for the interim periods presented have been reflected herein and
      that
      the disclosures made are adequate to make the information not misleading. The
      results of operations for interim periods are not necessarily indicative of
      the
      results to be expected for the full year. Notes to the financial statements
      which would substantially duplicate the disclosure contained in the audited
      financial statements for the most recent fiscal year as reported in Form 10-KSB
      have been omitted.





**Property
      and equipment**





Property
      and equipment is recorded at cost and depreciated on the straight-line method
      over the estimated useful lives. Expenditures for normal repairs and maintenance
      are charged to expense as incurred. The cost and related accumulated
      depreciation of assets sold or otherwise disposed of are removed from the
      accounts, and any gain or loss is included in operations. As of June 30, 2008,
      none of our property had been placed in service and therefore we have not
      recorded any depreciation.




2. COMMON
      STOCK





During
      the three months ended June 30, 2008, Nacel issued 16,000 shares of common
      stock
      to consultants and other service providers for services. These shares were
      recorded at their fair value of $62,240.





During
      the three months ended June 30, 2008, Nacel issued 250,000 shares of common
      stock to a former executive as compensation. These shares were recorded at
      their
      fair value of $1,007,500.




6




3. SHAREHOLDER
      LINE OF CREDIT





Nacel
      entered into an agreement with a director with respect to an unsecured,
      no-interest $250,000 line of credit facility repayable at an unspecified future
      date. Interest is being imputed at Prime plus 2% for a total of $2,630 and
      $1,894 for the three months ended June 30, 2008 and 2007, respectively. $111,925
      was available for borrowing as of June 30, 2008.




7




***Item
      2. Management’s Discussion and Analysis or Plan of
      Operation*** ******




At
      the
      directive of the Securities and Exchange Commission to use “plain English” in
      its public filings, the Company will use such terms as “we”, “our” and “us” in
      place of Nacel Energy Corporation or “the Company.” When such terms are used in
      this manner throughout this document they are in reference only to the
      corporation, Nacel Energy Corporation and its subsidiary, and are not used
      in
      reference to the board of directors, corporate officers, management, or any
      individual employee or group of employees.





**Forward-Looking
      Statements**




This
      Form
      10-Q includes “forward-looking statements” within the meaning of
      Section 27A of the Securities Act of 1933, as amended, and Section 21E
      of the Securities Exchange Act of 1934, as amended. All statements other than
      statements of historical fact included in this Form 10-Q, including, without
      limitation, the statements under both “Notes to Consolidated Financial
      Statements” and “Item 2. Management’s Discussion and Analysis or Plan of
      Operation” located elsewhere herein regarding the Company’s financial position
      and liquidity, the amount of and its ability to make debt service payments,
      its
      strategies, financial instruments, and other matters, are forward-looking
      statements. Although we believe that the expectations reflected in such
      forward-looking statements are reasonable, we can give no assurance that such
      expectations will prove to have been correct. Important factors that could
      cause
      actual results to differ materially from our expectations are disclosed in
      this
      Form 10-Q.




**Overview**




We
      were
      originally incorporated in the State of Wyoming on February 7, 2006. We are
      a
      development stage company that has generated no revenues form our operations
      since incorporation. We have incurred losses since inception and rely upon
      the
      sale of our securities and funds provided by management to cover expenses.





Since
      our
      inception, we have been engaged in business planning activities, including
      researching wind energy technologies, developing our economic models and
      financial forecasts, performing due-diligence regarding potential development
      partners, investigating wind electric energy properties and project
      opportunities and raising capital.





8


**Current
      Operations**





In
      March,
      2008, we acquired from a director the organization and delivery of four
      development stage wind energy projects known as Blue Creek, Channing Flats,
      Kansas and the Dominican Republic. The transaction also included wind data
      collected from anemometers at various locations over a period of years in the
      State of Texas, Kansas, Wyoming, Colorado and New Mexico. For further
      information concerning each of our development stage wind energy projects
      referenced herein, see our Annual Report on Form 10-KSB for the fiscal year
      ended March 31, 2008, filed with the Commission.





During
      the period ended June 30, 2008, we continued to work on several of the 25 steps
      included in our wind energy project development model. In this regard, we
      acquired approximately $42,500 in equipment related to the development of the
      wind energy projects.





As
      disclosed in our Form 8-K filed on July 18, 2008, Dan Leach resigned as
      President, CEO and director of Company on July 18, 2008. Subsequent to his
      resignation, Mr. Leach has requested that the Company’s wind energy projects be
      returned to him, in exchange for the return of his 1,250,000 shares of our
      common stock.  The Company believes that it has legal rights and claims to
      each of its wind energy projects and is evaluating the means to retain these
      projects and continue contemplated development activities, determine whether
      it
      may be appropriate to return some projects to Mr. Leach, and generally evaluate
      the merits of all existing projects. In particular, the Company believes that
      it
      has the contractual right to exclusively deal with the Dominican Republic
      Project for a period through approximately May, 2009.





If
      the
      Company were to return some of the projects to Mr. Leach, the Company would
      have
      limited wind energy projects to continue developing unless additional projects
      are acquired in the future. There are no assurances that additional wind energy
      projects could be acquired in the future or that potential acquisition terms
      for
      suitable project will be favorable.





**Plan
      of Operation**





Since
      our
      inception, we have been a development company and, accordingly, have incurred
      losses from operations. For the quarter ended June 30, 2008, we sustained net
      losses of $1,353,953 and have an accumulated deficit since inception of
      $2,209,355. We have no revenues and any potential revenues from wind development
      projects will, in all likelihood, not be generated for several years and then
      only with the expenditure of substantial additional capital.





We
      will
      continue to assess and evaluate each of our development stage wind energy
      projects during the ensuing months. During this period, we may acquire
      additional equipment for certain projects which can be quickly developed.
      However, we don’t envision spending more than approximately $50,000 for
      additional equipment during the next six months unless reasonably necessary
      to
      maintain and proceed with an orderly development of a specific project.





9




**Liquidity
      and Capital Resources**





A
      critical component of our operating plan impacting our continued existence
      is
      the ability to conserve existing cash resources and the ability to obtain
      additional capital through additional equity and/or debt financing. In the
      event
      that we are unable to conserve existing cash resources and obtain the additional
      and necessary capital to pursue wind development projects, we may have to cease
      or significantly curtail our operations. This could materially impact our
      ability to continue operations.





As
      of
      June 30, 2008, we had cash of $669,410 and had working capital of approximately
      $531,000. We believe that these cash resources will be sufficient to finance
      our
      operations for the next 12 months or more. We currently anticipate that we
      may
      expend approximately $70,000 for general and administrative expenses during
      the
      remaining months of our fiscal year ending March 31, 2009. Thus, we believe
      there will be no need to raise any additional equity and/or debt financing
      at
      any time during the next 12 months.





We
      have
      entered into an agreement with a director concerning an unsecured, no-interest
      $250,000 line of credit facility repayable at an unspecified future date.
      Interest is being imputed at prime plus 2% for a total of $2,360 of imputed
      interest expense for the three months ended June 30, 2008. As of June 30, 2008,
      we had borrowed $138,075 under this credit facility, thereby leaving $111,925
      available for future borrowing. If the director were to require payment on
      this
      credit facility or otherwise limit additional amounts available for borrowing,
      this could have a material impact on the liquidity of the Company and its future
      operations.




On
      June
      20, 2008, we were informed by HPC Capital Management that it was suspending
      its
      investment banking agreement to provide us with investment banking services
      in
      light of the SEC’s inquiry. As of the date of the suspension, the Company and
      potential investors had been unable to come to final terms regarding certain
      private financing for the Company. Consequently, we have no current agreements
      with any private investors to provide private financing to the
      Company.





**Results
      of Operations**





**Three
      Months Ended June 30, 2008 compared to the Three Months Ended June 30,
      2007**





***Overview.*** The
      net
      loss for the three months ended June 30, 2008 was $1,353,953 compared to a
      net loss of $23,585 for the three months ended June 30, 2007, an increase of
      $1,330,368. This increase in net loss is primarily attributable to the issuance
      of 250,000 shares of our common stock to a former executive as compensation
      during the Q1 2008 Period, which shares were recorded at their fair value of
      $1,007,500.





10




***Revenues*** .
      We
      generated no revenues from our operations for the three months ended June 30,
      2008 (“Q1 2008 Period”) and for the three months ended June 30, 2007 (“Q1 2007
      Period”). Our operations have been minimal since inception, and have not
      generated any revenues. Accordingly, we are considered to be in the development
      stage as defined in Financial Accounting Standards Board Statement No.
      7.





***Expenses.*** Our
      operating expenses were $1,353,953 for the Q1 2008 Period compared to operating
      expenses of $23,585 reported for the Q1 2007 Period. As previously noted,
      $1,007,500 of our operating expenses for the Q1 2008 Period was attributable
      to
      executive stock compensation with no similar compensation expense for the Q1
      2007 Period.





General
      and administrative expenses were $1,304,673 for the Q1 2008 Period compared
      to
      $21,796 for the Q1 2007 Period. The $1,282,877 increase was primarily due to
      the
      following:





·
            $104,839
                incurred for online marketing, advertising, and travel to promote
                interest
                in the Company and our wind development
                projects.


·
            $74,981
                increase in legal, accounting, filing fees, and related compliance
                costs.


·
            $27,426
                incurred for director fees, consulting services, and office
                expenses.


·
            $1,007,500
                of executive stock based
                compensation





During
      the Q1 2008 Period, we issued 16,000 shares of common stock to a director for
      services. These shares were recorded at their fair value of $62,240. No director
      service expense was incurred during the Q1 2007 Period.





During
      the Q1 2008 Period, we incurred $46,929 in project development costs consisting
      of project management, consulting, project valuation and training costs. No
      project development costs were incurred during the Q1 2007 Period.





**Off
      Balance Sheet Transactions, Arrangements, or Obligations.**





We
      have
      no material off balance sheet transactions, arrangements or
      obligations.




11




***Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.***




As
      a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
      to provide the information required by this item. ****




***Item
      4. Controls and Procedures***





Evaluation
      of Disclosure Controls and Procedures




As
      of the
      end of the period covered by this report on Form 10-Q, our Chief Executive
      Officer and our Chief Financial Officer performed an evaluation of the
      effectiveness of our disclosure controls and procedures as defined in Rule
      13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation,
      our Chief Executive Officer and our Chief Financial Officer concluded that
      as of
      the end of the period covered by this report on Form 10-Q, our disclosure
      controls and procedures were effective in timely recording, processing,
      summarizing and reporting material information required to be included in our
      Exchange Act filings.




Changes
      in Internal Control Over Financial Reporting




There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the most recent fiscal quarter that have materially affected,
      or
      are reasonably likely to materially affect, its internal control over financial
      reporting for that period.




**PART
      II. OTHER INFORMATION**




***Item
      1. Legal Proceedings*** ******




We
      know
      of no material, active or pending legal proceedings against our company, nor
      are
      we involved as a plaintiff in any material proceeding or pending litigation.
      There are no proceedings in which any of our directors, officers or affiliates,
      or any registered or beneficial shareholder, is an adverse party or has a
      material interest adverse to our interest.




As
      previously reported in a Form 8-K filed on July 23, 2008, we were notified
      on
      June 13, 2008 that the staff of the Securities and Exchange Commission (“SEC”)
      was conducting an inquiry relating to the Company. The inquiry is non-public
      and
      should not be construed as an indication that the SEC or its staff believes
      that
      any violation has occurred, nor should the Company consider the inquiry as
      an
      adverse reflection upon any person, entity or security. The Form 8-K summarizes
      the actions which we have taken in connection with this SEC inquiry. As of
      July
      21, 2008, we had retained David Roos, of the law firm Moye White LLC in Denver,
      Colorado, to complete an independent internal investigation, address any SEC’s
      requests for information and undertake any other matters which, in his
      discretion, are relevant under the circumstances. No material developments
      have
      occurred concerning the SEC inquiry since the filing of our Form 8-K on July
      23,
      2008.




12




***Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds***





(a)
      Unregistered Sales of Equity Securities.




On
      June
      2, 2008, we issued 250,000 shares of our common stock to an executive as
      compensation for services, having a fair value of $1,007,500. We relied upon
      the
      exemption from federal registration under Section 4(2) of the Securities Act
      of
      1933, as amended, based on our belief that the issuance of such shares did
      not
      involve a public offering or general solicitation. The recipient of the shares
      was afforded an opportunity for effective access to files and records of our
      company than contained the relevant information needed to make an investment
      decision, including our financial statements and periodic reports filed pursuant
      to the 1934 Act. We reasonably believed that the recipient had such knowledge
      and experience in financial and business matters so that he was capable of
      evaluating the risks of the investment. All certificates evidencing the subject
      shares contain restrictive investment legends noted thereon.





(b)
      Use
      of Proceeds.




On
      September 24, 2007, the Securities and Exchange Commission declared effective
      our Registration Statement on Form SB-2 (File No. 333-142860) relating to the
      offer and sale of 8,000,000 shares of our common stock, at a price of $0.005
      per
      share, and 2,400,000 shares of our common stock underlying a warrant, at an
      exercise price of $0.50. The aggregate price of the offering amount registered
      was $1,240,000. On September 24, 2007, we closed our offering, having sold
      all
      8,000,000 common shares to 50 investors and received sale proceeds of $40,000.
      On November 19, 2007, all 2,400,000 post-split shares underlying the warrant
      were exercised and delivered to the warrant holder. In connection with the
      warrant exercise, we received a promissory note for $1,200,000 and, as of June
      30, 2008, we had received all $1,200,000 payable on this promissory note. Since
      the offering was conducted on a best efforts, no minimum, direct public
      offering, without involvement of underwriters or broker-dealers, we did not
      pay
      any commissions in connection with the sale of any of the shares.





13




As
      of
      June 30, 2008, we had used a total of $584,574 of the net proceeds of $1,240,000
      in the operation and conduct of our business including $156,730 for marketing,
      advertising and travel, $99,578 of legal and professional fees, $97,160 for
      consulting fees, $55,929 for project development expenses, $70,075 for
      shareholder services, $10,471 for rent and office expenses, $72,582 for
      purchases of fixed assets and $22,049 for general and administrative expenses.
      We intend to use the remaining net proceeds for capital expenditures and ongoing
      development of wind energy projects. We intend to use the remaining net proceeds
      for marketing and advertising, working capital and other general corporate
      purposes. In addition, we may use a portion of the remaining proceeds to pay
      amounts due from time to time under an unsecured, no-interest $250,000 line
      of
      credit facility established with a director of the Company.




***Item
      3. Defaults Upon Senior Securities*** ******




None




***Item
      4. Submission of Matters to a Vote of Security Holders*** ******




The
      Registrant did not submit any matters to a vote of its security holders during
      the three-months ended June 30, 2008.




***Item
      5. Other Information*** ******




None




***Item
      6. Exhibits*** ******




a)
      Exhibits.


Exhibit No.
              
              Document31.1
              
              Certification
                  Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Brian.
                  M.
                  Lavey, President, Principal Executive Officer31.2
              
              Certification
                  Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Murray
                  Fleming, Principal Accounting Officer)32.1
              
              Certification
                  Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 (Brian. M. Lavey, President, Principal
                  Executive Officer)32.2
              
              Certification
                  Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 (Murray Fleming, Principal Accounting
                  Officer)




14


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





NACEL
      ENERGY CORPORATION




By:
            */s/
                Brian M. Lavery*Brian
                M. LaveryPresident
                and Principal Executive OfficerBy:
            */s/
                Murray Fleming*Murray
                FlemingPrincipal
                Accounting OfficerDate:
            August
                19, 2008





15