U.S.
      SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB





(Mark
      One)


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





For
      the
      quarterly period ended: September 30, 2007





OR





o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from ________ to ________








NACEL
      ENERGY CORPORATION


(Exact
      name of Registrant as specified in its charter)





WYOMING
            
            4911
            
            20-4315791(State
                or other Jurisdiction ofIncorporation
                or Organization)
            
            (Standard
                IndustrialClassification Code
                Number)
            
            (I.R.S.
                EmployerIdentification
                No.)301
                Thelma Drive #501, Casper, Wyoming
            
            82609(Name
                and address of principal executive
                offices)
            
            (Zip
                Code)


Registrant's
      telephone number, including area code: 307-461-4221





SEC
      File Number: File No. 333-142860





Check
      whether the issuer: (1) filed all reports required to be filed by Section13
      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 such filing requirements for the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o





1


APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 950,000 shares of common stock outstanding
      as
      of September 30, 2007.





Transitional
      Small Business Disclosure Format (check one): Yes o No x




2


NACEL
      ENERGY CORPORATION





INDEX





FOR
      THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007




PART I. FINANCIAL INFORMATION
            
            4Item
                1. Financial Statements
            
            4Consolidated
                Balance Sheets
            
            4Consolidated
                Statements of Expenses
            
            5Consolidated
                Statements of Cash Flows
            
            6Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            
            8Item
                3. Controls and Procedures
            
            12PART II. OTHER INFORMATION
            
            13Item
                1. Legal Proceedings
            
            13Item
                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
            
            14Signatures
            
            15


3


**PART
      I. FINANCIAL INFORMATION** ****




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





The
      accompanying unaudited financial statements have been prepared in accordance
      with generally accepted accounting principles for interim financial reporting
      and pursuant to the rules and regulations of the Securities and Exchange
      Commission ("Commission"). While these statements reflect all normal recurring
      adjustments which are, in the opinion of management, necessary for fair
      presentation of the results of the interim period, they do not include all
      of
      the information and footnotes required by generally accepted accounting
      principles for complete financial statements. For further information, refer
      to
      the financial statements and footnotes thereto, contained in Nacel Energy
      Corporation’s registration statement on Form SB-2 filed with the
      Commission.




**Nacel
        Energy Corporation**
 **(A
        Development Stage Company)**
 **Consolidated
        Balance Sheets**
 **(Unaudited)**
  **30-Sep-07**
              
              **31-Mar-07****ASSETS****Current
                  assets****Cash**
              
              **$**
              **41,902**
              
              **$**
              **20,258****Marketable
                  securities**
              
              
              4,695
              
              
              **5,318****TOTAL
                  ASSETS**
              
              **$**
              **46,597**
              
              **$**
              **25,576****Liabilities
                  and stockholders’ Deficit****Shareholder
                  line of credit**
              
              **$**
              **74,934**
              
              **$**
              **52,449****Stockholders’
                  deficit****Common
                  stock, $.001 par value, 5,000,000 shares****authorized;
                  950,000 shares issued and outstanding**
              
              
              950
              
              
              50**Additional
                  paid in capital**
              
              
              44,413
              
              
              1,025**Deficit
                  accumulated during the development stage**
              
              
              (74,182
              )
              
              (28,221
              )**Accumulated
                  other comprehensive income (loss):****unrealized
                  gain (loss) on marketable securities**
              
              
              482
              
              
              (227
              )**Total
                  stockholders’ deficit**
              
              
              **(28,337**
              **)**
              
              **(26,873**
              **)****TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT**
              
              **$**
              **46,597**
              
              **$**
              **25,576**




4


**Nacel
        Energy Corporation**


**(A
        Development Stage Company)**


**Consolidated
      Statements of Expenses**


**(Unaudited)**


**For
                  the three months ended**
              
              **For
                  the six months ended**
              
              **For
                  the period from February 7, 2006 (inception) to****30-Sep-07**
              
              **30-Sep-06**
              
              **30-Sep-07**
              
              **30-Sep-06**
              
              **30-Sep-07****General
                  and administrative expenses**
              
              **$**
              **20,662**
              
              $
              8,500
              
              $
              42,458
              
              **$**
              **9,095**
              
              **$**
              **69,685****Other
                  (income) expense****Interest
                  expense**
              
              
              1,894
              
              
              -
              
              
              3,788
              
              
              -
              
              
              4,813**Interest
                  income**
              
              
              (151
              )
              
              -
              
              
              (177
              )
              
              -
              
              
              (208
              )**Dividend
                  income**
              
              
              (29
              )
              
              -
              
              
              (108
              )
              
              -
              
              
              (108
              )**Net
                  loss**
              
              
              **(22,376**
              **)**
              
              **(8,500**
              **)**
              
              **(45,961**
              **)**
              
              **(9,095**
              **)**
              
              **(74,182**
              **)****Other
                  comprehensive income:****unrealized
                  gain on marketable **securities****
              
              
              **98**
              
              
              **-**
              
              
              **709**
              
              
              **-**
              
              
              **482****Comprehensive
                  net loss**
              
              **$**
              **(22,216**
              **)**
              **$**
              **(8,500**
              **)**
              **$**
              **(46,608**
              **)**
              **$**
              **(9,095**
              **)**
              **$**
              **(73,700**
              **)****Basic
                  and diluted net loss per share**
              
              **$**
              **(0.04**
              **)**
              **$**
              **(0.02**
              **)**
              **$**
              **(0.08**
              **)**
              **$**
              **(0.02**
              **)****Basic
                  and diluted weighted average common shares
                  outstanding**
              
              
              **606,522**
              
              
              **550,000**
              
              
              **578,415**
              
              
              **550,000**




5


**Nacel
      Energy Corporation**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Cash Flows**


**(unaudited)**


**For
                  the Six months ended**
              
              **For
                  the period from February 7, 2006 (inception) to****30-Sep-07**
              
              **30-Sep-06**
              
              **30-Sep-07****CASH
                  FLOWS FROM OPERATING ACTIVITIES****Net
                  loss**
              
              **$**
              **(45,961**
              **)**
              **$**
              **(9,887**
              **)**
              **$**
              **(74,182**
              **)****Adjustments
                  to reconcile net loss to****cash
                  used in operating activities:****Stock
                  for services**
              
              
              -
              
              
              550
              
              
              550**Imputed
                  interest**
              
              
              3,788
              
              
              -
              
              
              4,813**Cash
                  used in operating activities**
              
              
              (42,173
              )
              
              (9,337
              )
              
              (68,819
              )**CASH
                  FLOW FROM INVESTING ACTIVITIES****Sale
                  (purchase) of marketable securities**
              
              
              1,332
              
              
              -
              
              
              (4,213
              )**CASH
                  FLOW FROM FINANCING ACTIVITIES****Proceeds
                  from shareholder line of credit**
              
              
              22,485
              
              
              9,437
              
              
              74,934**Proceeds
                  from sale of stock**
              
              
              40,000
              
              
              -
              
              
              40,000**Cash
                  provided by financing activities**
              
              
              62,485
              
              
              9,437
              
              
              114,934**Net
                  change in cash**
              
              
              21,644
              
              
              100
              
              
              41,902**Cash,
                  beginning of period**
              
              
              20,258
              
              
              -
              
              
              **-****Cash,
                  end of period**
              
              **$**
              **41,902**
              
              **$**
              **100**
              
              **$**
              **41,902****SUPPLEMENTAL
                  CASH FLOW INFORMATION****Interest
                  paid**
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **-****Income
                  tax paid**
              
              
              **-**
              
              
              **-**
              
              
              **-**





6


NACEL
      ENERGY CORPORATION


**(A
      Development Stage Company)**


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





1. BASIS
      OF PRESENTATION





The
      accompanying unaudited interim financial statements of Nacel Energy Corporation,
      have been prepared in accordance with accounting principles generally accepted
      in the United States of America and the rules of the Securities and Exchange
      Commission, and should be read in conjunction with the audited financial
      statements and notes thereto contained in Nacel Energy Annual Report filed
      with
      the SEC on Form SB-2. In the opinion of management, 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. 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 substantially duplicate the disclosure contained
      in the audited financial statements for year end March 31, 2007 as reported
      in
      the Form SB-2 have been omitted.





2. GOING
      CONCERN





As
      shown
      in the accompanying financial statements, Nacel Energy generated losses since
      inception and has negative working capital as of September 30, 2007. These
      conditions raise substantial doubt as to Nacel Energy's ability to continue
      as a
      going concern. Management is trying to raise additional capital through sales
      of
      common stock and loans. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





3. EQUITY





On
      April
      12, 2007, Nacel Energy issued one warrant for 120,000 common shares with an
      exercise price of $.50 per share to a third party for which the fair value
      of
      the warrants was nominal. The warrants expire in September 2010 and vest
      immediately. Nacel Energy sold 400,000 shares of common stock for $40,000 cash
      during the quarter ending September 30, 2007.




7


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





*This
      10−QSB contains forward-looking statements. Our actual results could differ
      materially from those set forth as a result of general economic conditions
      and
      changes in the assumptions used in making such forward-looking statements.
      The
      following discussion and analysis of our financial condition and results of
      operations should be read together with the audited consolidated financial
      statements and accompanying notes and the other financial information* contained *in
      Nacel Energy Corporation’s registration statement on Form SB-2 filed with the
      Commission.*





*The
      analysis set forth below is provided pursuant to applicable Securities and
      Exchange Commission regulations and is not intended to serve as a basis for
      projections of future events. Refer also to "Cautionary Note Regarding Forward
      Looking Statements," below.*


*The
      following discussion of our financial condition and results of operations as
      of
      September 30, 2007 should be read in conjunction with our financial statements
      and the related notes as provided under Item 1. With respect to the discussion
      within this Item 2, the terms “Nacel Energy,” “we,” “us,” and “our” refer to
      Nacel Energy Corporation.*





**Overview**





We
      intend
      to become a wind and hydro electric energy generation company. We intend to
      identify and evaluate the economic feasibility and resource potential of wind
      and hydro properties, predominantly in the States of Montana, Wyoming, Colorado,
      New Mexico, Texas, and in Canada, for the purposes of developing commercial
      scale wind and hydro turbine projects. We intend to participate in these
      projects with development partners and receive revenue from the sale of electric
      energy through our working interests in the partnerships. As of the time of
      this
      filing, we have not identified any suitable properties, project opportunities
      or
      development partners.





We
      are a
      development stage company that has generated no revenues from operations since
      our incorporation on February 7, 2006. We have incurred losses since our
      inception, have no operations and rely upon the sale of our securities and
      funds
      provided by management to cover expenses. In addition, our independent
      accountant has issued an opinion indicating that there is substantial doubt
      about our ability to continue as a going concern.





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





8


Our
      registration statement for the sale of 400,000 shares of common stock at a
      price
      of $0.10 per share was declared effective by the SEC on June 7, 2007. On
      September 24, 2007, we closed our offering, having sold all 400,000 common
      shares to 50 investors for proceeds of $40,000. On April 12, 2007, we issued
      one
      warrant for 120,000 common shares with an exercise price of $.50 per share
      to a
      third party for which the fair value of the warrants was nominal. The warrants
      expire in September 2010 and vest immediately.





**Plan
      of Operation**





Prior
      to
      generating any revenue from operations, we must complete the following
      steps:




1.
            Site
                and Development Partner Identification and Agreement





2.
            Due
                Diligence Data Collection to Determine Site Suitability





3.
            Complete
                and Secure Approval of an Environmental Assessment





4.
            Enter
                into Power Purchase Agreements





5.
            Finalize
                Land Use or Acquisition Terms with Government or Private Land Owner





6.
            Develop
                Access Roads to Our Site





7.
            Complete
                Interconnection Studies Concerning Connection with Power Grid





8.
            Complete
                Construction





We
      have
      not completed the work required on these steps. Additional financing must be
      obtained by us and our development partners to implement our business plan.
      There is no assurance that financing to cover the costs of implementing our
      business plan can be obtained.





**Results
      of Operations (Three Months Ended September 30, 2007 compared to the Three
      Months Ended September 30, 2006)**





We
      generated no revenues from our operations for the three months ended September
      30, 2007 (“Q2 2007 Period”) and for the three months ended September 30, 2006
      (“Q2 2006 Period”).





Our
      operating expenses were $20,662 for the Q2 2007 Period compared to operating
      expenses of $8,500 reported for the Q2 2006 Period. Our operating expenses
      for
      the Q2 2007 Period included $16,115 in legal and professional fees; a $7,615
      increase over legal and professional fees of $8,500 reported for the Q2 2006
      Period. The additional legal and professional fees for the Q2 2007 Period were
      incurred as a result the Company’s reporting obligations as a public company.





9


Our
      general and administrative expenses were $20,662 for the Q2 2007 Period compared
      to $8,500 general and administrative expenses reported for the Q2 2006 Period.
      Our other expenses consisted of an imputed interest expense of $1,894 for the
      Q2
      2007 Period compared to no reported imputed interest expense for the Q2 2006
      Period. The imputed interest expense is due to an unsecured, no-interest
      $250,000 line of credit facility repayable at an unspecified future date. We
      had
      other income of $180 for the Q2 2007 period; consisting of interest income
      of
      $151 and dividend income of $29. We had other comprehensive income, consisting
      of changes in net unrealized valuation of marketable securities income of $98,
      for the Q2 2007 period. This other income and other comprehensive income
      compares to none reported for the Q2 2006 Period. The Company reports other
      income and other comprehensive income derived from its holdings of non-operated
      wind and hydro electric energy stapled security and unit trust
      investments.





**Results
      of Operations (Six Months Ended September 30, 2007 compared to the Six Months
      Ended September 30, 2006)**





We
      generated no revenues from our operations for the six months ended September
      30,
      2007 (“Fiscal 2007 Period”) and for the six months ended September 30, 2006
      (“Fiscal 2006 Period”).





Our
      operating expenses were $42,458 for the Fiscal 2007 Period compared to operating
      expenses of $9,095 reported for the Fiscal 2006 Period. Our operating expenses
      for the Fiscal 2007 Period included legal and professional fees of $32,302;
      a
      $23,207 increase over legal and professional fees of $9,095 reported for the
      Fiscal 2006 Period. The additional legal and professional fees for the Fiscal
      2007 Period were incurred as a result the Company’s decision to proceed with an
      SB-2 registration of common stock and its reporting obligations as a public
      company.





Our
      general and administrative expenses were $42,458 for the Fiscal 2007 Period
      compared to $9,095 general and administrative expenses reported for the Fiscal
      2006 Period. Our other expenses for the Fiscal 2007 period consisted of an
      imputed interest expense of $3,788 compared to no reported imputed interest
      expense for the Fiscal 2006 Period. The imputed interest expense is due to
      an
      unsecured, no-interest $250,000 line of credit facility repayable at an
      unspecified future date. We had other income of $285 for the Fiscal 2007 period;
      consisting of interest income of $177 and dividend income of $108. We had other
      comprehensive income, consisting of changes in net unrealized valuation of
      marketable securities income of $709, for the Fiscal 2007 period. This other
      income and other comprehensive income compares to none reported for the Fiscal
      2006 Period. The Company reports other income and other comprehensive income
      derived from its holdings of non-operated wind and hydro electric energy stapled
      security and unit trust investments.





**Liquidity
      and Capital Resources**





We
      had
      total assets of $46,597 as of September 30, 2007, which consisted of cash of
      $41,902 and marketable securities of $4,695. We had total liabilities of $74,934
      as of September 30, 2007. The Company entered into an agreement with a
      shareholder 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 $1,894 of imputed interest expense in the three
      months ended September 30, 2007. $175,066 was available for borrowing as of
      September 30, 2007.





10


We
      had an
      accumulated deficit of $74,182 as of September 30, 2007.





We
      had
      net cash used in operating activities of $42,173 for the six months ended
      September 30, 2007, which consisted of net loss of $45,961 and imputed interest
      of $3,788.





We
      had
      net cash from investing activities of $1,332 for the six months ended September
      30, 2007 which consisted of proceeds from sale of marketable securities.





We
      had
      $62,485 in net cash provided by financing activities for the six months ended
      September 30, 2007, which consisted of proceeds from our SB-2 registration
      and
      proceeds from our line of credit.





At
      inception, February 7, 2006, we issued 550,000 shares of Common Stock at par
      value to two founders for reimbursement of $550 of expenses paid by the two
      founders.





On
      April
      12, 2007, we issued one warrant for 120,000 common shares with an exercise
      price
      of $.50 per share to a third party for which the fair value of the warrants
      was
      nominal. The warrants expire in September 2010 and vest
      immediately.





On
      June
      7, 2007, the Securities and Exchange Commission declared effective the Company's
      registration statement on Form SB-2 (File No. 333-142860) relating to the offer
      and sale of 400,000 shares of the Company’s common stock, at a price of $0.10
      per share and 120,000 shares of the Company’s common stock underlying a warrant,
      at an exercise price of $0.50. The aggregate price of the offering amount
      registered is $100,000. On September 24, 2007, we closed our offering, having
      sold all 400,000 common shares to 50 investors for proceeds of $40,000.





Historically,
      our cash has been provided by a shareholder line of credit bearing an imputed
      interest rate of prime plus 2% or 10.25% at September 30, 2007. We had no
      outstanding cash commitments as of September 30, 2007.





As
      we
      expand, we may need to make sizeable cash commitments to develop our wind and
      hydro power generation facilities, and the impact of this potential trend on
      our
      business is uncertain. We believe that our mix of capital resources will shift
      from short-term debt to equity-based financing, which will cause dilution of
      current shareholders. Because the Company generated no operating revenues,
      the
      predominant component of our liquidity is cash on hand.





11


Our
      ability to continue as a going concern is dependent upon our ability to
      successfully accomplish our business plans and secure additional funding sources
      and attaining profitable operations. We do not have any commitments or
      identified sources of additional capital from third parties or from our
      officers, directors or majority shareholders. Additional financing may not
      be
      available to us on favorable terms, if at all.





Accordingly,
      our accountants have indicated there is substantial doubt about our ability
      to
      continue as a going concern over the next twelve months. Revenues have not
      been
      sufficient to cover operating costs and to allow us to continue as a going
      concern. Our poor financial condition could inhibit our ability to continue
      in
      business or achieve our business plan.





Cautionary
      Note Regarding Forward Looking Statements





Some
      of
      the statements in this report are “forward-looking statements.” These
      forward-looking statements involve certain known and unknown risks,
      uncertainties and other factors which may cause our actual results, performance
      or achievements to be materially different from any future results, performance
      or achievements expressed or implied by these forward-looking statements. These
      factors include, among others, the factors set forth above under “Risk Factors.”
The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar
      expressions identify forward-looking statements. We caution you not to place
      undue reliance on these forward-looking statements. We undertake no obligation
      to update and revise any forward-looking statements or to publicly announce
      the
      result of any revisions to any of the forward-looking statements in this
      document to reflect any future or developments. However, the Private Securities
      Litigation Reform Act of 1995 is not available to us as a penny stock issuer
      and
      thus we may not rely on the statutory safe harbor from liability for
      forward-looking statements. Further, Section 27A(b)(2)(D) of the Securities
      Act
      and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that
      the
      safe harbor for forward looking statements does not apply to statements made
      in
      connection with this offering.





***Item
      3. Controls and Procedures*** ******





Evaluation
      of Disclosure Controls and Procedures




As
      of the
      end of the period covered by this report on Form 10-QSB, 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-QSB, 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.




12


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 INFORMATIO** **N**




***Item
      1. Legal Proceeding*** **s**




None




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





(a)
      Unregistered Sales of Equity Securities.




The
      Registrant did not sell any unregistered securities during the three months
      ended September 30, 2007.




(b)
      Use
      of Proceeds.




On
      June
      7, 2007, the Securities and Exchange Commission declared effective the Company's
      registration statement on Form SB-2 (File No. 333-142860) relating to the offer
      and sale of 400,000 shares of the Company’s common stock, at a price of $0.10
      per share and 120,000 shares of the Company’s common stock underlying a warrant,
      at an exercise price of $0.50. The aggregate price of the offering amount
      registered is $100,000. On September 24, 2007, we closed our offering, having
      sold all 400,000 common shares to 50 investors for proceeds of $40,000. The
      warrant was not exercised during the quarter. At September 30, 2007, we had
      not
      expended any of the proceeds of this offering.





The
      offering was conducted in a best efforts, no minimum, direct public offering
      without any involvement of underwriters or broker-dealers and the Company has
      not paid and will not pay commissions in connection with the sale of the shares.
      During the period covered by this Report on Form 10-QSB, the Company’s offering
      expenses (all of which were incurred to persons other than our directors,
      officers or ten percent or greater stockholders) were $0.





Nacel
      Energy has entered into an agreement with a shareholder 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% or 10.25%
      for a total of $3,788 of interest expense in the six months ended September
      30,
      2007. $175,066 was available for borrowing as of September 30, 2007. Our line
      of
      credit had a balance of $74,934 at September 30, 2007. To the extent amounts
      are
      outstanding the Company may use additional proceeds from the offering to pay
      amounts under the line of credit.





13


***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 September 30, 2007.





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




Not
      Applicable





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




a)
      Exhibits




Exhibit
      Item





31.1
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of 2002





32.1*
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of 2002





*
      This
      exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities
      Exchange Act of 1934 or otherwise subject to the liabilities of that section,
      nor shall it be deemed incorporated by reference in any filing under the
      Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
      before or after the date hereof and irrespective of any general incorporation
      language in any filings.




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


Date:
      November 14, 2007





By:
            /s/
                Brian M. Lavery (Authorized Officer and Principal Executive
              Officer)







EXHIBIT
      INDEX




Exhibit
      Item





31.1
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of 2002





32.1*
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of 2002





*
      This
      exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities
      Exchange Act of 1934 or otherwise subject to the liabilities of that section,
      nor shall it be deemed incorporated by reference in any filing under the
      Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
      before or after the date hereof and irrespective of any general incorporation
      language in any filings.




15