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 September
30, 2010





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


Commission file number:
0-053150





NACEL ENERGY
CORPORATION





9375 E. Shea Blvd., Suite
100


Scottsdale,
Arizona  85260


Telephone
(602) 235-0355





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.     YesþNoo





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).The
registrant has not been phased into the Interactive Data reporting
system.


YesoNoþ





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 filero
            Accelerated fileroNon-accelerated filero(Do not check if a
      smaller reporting company)
            Smaller reportingcompanyþ





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


YesoNoþ





Shares of common stockoutstanding on November 19, 2010:36,475,722









NACEL ENERGY
CORPORATION





INDEX





FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 2010





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
            
            
            12Item 3.  Quantitative
      and Qualitative Disclosures About Market Risk
            
            
            16Item 4.  Controls and
      Procedures
            
            
            17PART II. OTHER
      INFORMATION
            
            
            17Item 1.  Legal
      Proceedings
            
            
            17Item 2.  Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            
            17Item 3.  Defaults Upon
      Senior Securities
            
            
            18Item 4.  Submission of
      Matters to a Vote of Security Holders
            
            
            18Item 5.  Other
      Information
            
            
            19Item
      6.  Exhibits
            
            
            20





2




PART I. FINANCIAL
INFORMATION




Item
1.  Financial Statements





Nacel
      Energy Corporation(A
      Development Stage Company)Consolidated
      Balance Sheets(Unaudited)
 
 September
      30,
                                        2010
                                      
                                      
                                      March
      31,
                                        2010ASSETSCurrent
      AssetsCash
                                      
                                      $
                                      184,410
                                      
                                      
                                      $
                                      57,763Deposits
                                      
                                      
                                      -
                                      
                                      
                                      
                                      183,220Prepaid
      expenses
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,041Deferred
      financing costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      86,539Total
      current assets
                                      
                                      
                                      184,410
                                      
                                      
                                      
                                      331,563TOTAL
      ASSETS
                                      
                                      
                                      169,683
                                      
                                      
                                      
                                      175,901LIABILITIES
      AND STOCKHOLDERS’
      EQUITY
                                      
                                      $
                                      354,093
                                      
                                      
                                      $
                                      507,464Accounts payable
                                      
                                      $
                                      97,117
                                      
                                      
                                      $
                                      307,301Accounts
      payable - related party
                                      
                                      
                                      19,500
                                      
                                      
                                      
                                      19,500Accrued
      interest
                                      
                                      
                                      2,092Accrued
      interest - related party
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,333Shareholder
      line of credit
                                      
                                      
                                      460,753
                                      
                                      
                                      
                                      460,753Note
      payable
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      250,000Convertible
      notes, net of discount of $464,212, and $558,389 atSeptember
      30, 2010 and March 31, 2010, repsectively
                                      
                                      
                                      127,557
                                      
                                      
                                      
                                      391,611Derivative
      liabilities
                                      
                                      
                                      841,161
                                      
                                      
                                      
                                      1,098,227Total
      current liabilities
                                      
                                      
                                      1,798,180
                                      
                                      
                                      
                                      2,530,725Total
      liabilities
                                      
                                      
                                      1,798,180
                                      
                                      
                                      
                                      2,530,725Common
      stock of $.001 par value.  Authorized 50,000,000 shares;
      issued29,801,988  and
      22,181,000 at September 30, 2010 and March 31, 2010
                                      
                                      
                                      29,802
                                      
                                      
                                      
                                      22,181Additional paid-in capital
                                      
                                      
                                      4,836,848
                                      
                                      
                                      
                                      3,992,691Deficit accumulated during the development stage
                                      
                                      
                                      (6,310,737
                                      )
                                      
                                      
                                      (6,038,133
                                      )Total
      stockholders' equity
                                      
                                      
                                      (1,444,087
                                      )
                                      
                                      
                                      (2,023,261
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’
      EQUITY
                                      
                                      $
                                      354,093
                                      
                                      
                                      $
                                      507,464


See accompanying notes to consolidated
financial statements




3





Nacel
      Energy Corporation( A Development Stage
      Company)Consolidated Statements of
      Expenses(Unaudited)Three months and six months ended
      September  30, 2010 and 2009 and the
    periodfrom February 7, 2006 (Inception)
      through September 30, 2010
 
 Three
      Months Ended September 30,
                              
                              
                              Six Months
      Ended September 30,
                              
                              
                              InceptionthroughSeptember
      30,2010
                              
                              
                              2009
                              
                              
                              2010
                              
                              
                              2009
                              
                              
                              2010General
      and administrative expenses
                              
                              $
                              97,285
                              
                              
                              $
                              284,262
                              
                              
                              $
                              213,061
                              
                              
                              $
                              482,634
                              
                              
                              
                              3,043,665Wind
      projects donated by related party
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              490,000Wind
      project development costs
                              
                              
                              32,425
                              
                              
                              
                              357,739
                              
                              
                              
                              63,420
                              
                              
                              
                              645,400
                              
                              
                              
                              1,954,357Depreciation
                              
                              
                              3,109
                              
                              
                              
                              3,054
                              
                              
                              
                              6,218
                              
                              
                              
                              7,136
                              
                              
                              
                              21,104Net
      loss from operations
                              
                              
                              (132,819
                              )
                              
                              
                              (645,055
                              )
                              
                              
                              (282,699
                              )
                              
                              
                              (1,135,170
                              )
                              
                              
                              (5,509,126
                              )Other
      income (expense)Interest
      expense
                              
                              
                              (412,491
                              )
                              
                              
                              (14,367
                              )
                              
                              
                              (966,787
                              )
                              
                              
                              (17,902
                              )
                              
                              
                              (1,483,125
                              )Interest
      income
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,848Other
      income
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              419Gain
      on debt extinguishment
                              
                              
                              312,231
                              
                              
                              
                              -
                              
                              
                              
                              (1,503,096
                              )
                              
                              
                              -
                              
                              
                              
                              (1,503,096
                              )Gain
      on derivative financial instruments
                              
                              
                              157,666
                              
                              
                              
                              -
                              
                              
                              
                              2,479,978
                              
                              
                              
                              -
                              
                              
                              
                              2,180,343Total
      other (income) expense
                              
                              
                              57,406
                              
                              
                              
                              (14,367
                              )
                              
                              
                              10,095
                              
                              
                              
                              (17,902
                              )
                              
                              
                              (801,611
                              )Net
      loss
                              
                              $
                              (75,413
                              )
                              
                              $
                              (659,422
                              )
                              
                              $
                              (272,604
                              )
                              
                              $
                              (1,153,072
                              )
                              
                              $
                              (6,310,737
                              )Basic
      and diluted net loss per share
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.03
                              )
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.05
                              )
                              
                              
                              N/ABasic
      and diluted weighted average common shares
      outstanding
                              
                              
                              26,231,408
                              
                              
                              
                              21,877,087
                              
                              
                              
                              24,403,278
                              
                              
                              
                              21,835,645
                              
                              
                              
                              N/A
  See accompanying notes to consolidated
financial statements




4





Nacel
      Energy Corporation(A Development Stage
      Company)Consolidated Statements of Cash
      Flows(Unaudited)Six  months ended
      September 30, 2010 and 2009 and the periodfrom February 7, 2006 (Inception)
      through September  30,
2010
 
 InceptionSix
      Months Ended September 30,
                            
                            
                            through2010
                            
                            
                            2009
                            
                            
                            September
      30, 2010CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      loss
                            
                            $
                            (272,604
                            )
                            
                            $
                            (1,153,072
                            )
                            
                            $
                            (6,310,737
                            )Adjustments to reconcile net loss to net cash used in operating
      activities:Depreciation
                            
                            
                            6,218
                            
                            
                            
                            7,136
                            
                            
                            
                            21,104Amoortization of debt discount and
      deferred financing costs
                            
                            
                            935,531
                            
                            
                            
                            -
                            
                            
                            
                            1,379,195Stock for
      services
                            
                            
                            -
                            
                            
                            
                            144,300
                            
                            
                            
                            349,390Wind projects donated by related
      party
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            490,000Imputed
      interest
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            15,725Stock issued for executive
      compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,007,500Loss on extinguishment of
      debt
                            
                            
                            1,503,096
                            
                            
                            
                            -
                            
                            
                            
                            1,503,096Derivative
    gain
                            
                            
                            (2,479,978
                            )
                            
                            
                            -
                            
                            
                            
                            (2,180,343
                            )Changes
      in:Prepaids and other current assets
                            
                            
                            4,041
                            
                            
                            
                            
                            
                            
                            
                            -Deposits
                            
                            
                            183,220
                            
                            
                            
                            
                            
                            
                            
                            -Accounts payable
                            
                            
                            (31,636
                            )
                            
                            
                            67,902
                            
                            
                            
                            275,665Accounts
      payable - related party
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            19,500Accrued
      interest
                            
                            
                            (1,241
                            )
                            
                            
                            10,473
                            
                            
                            
                            2,092Net Cash Used in Operating Activities
                            
                            
                            (153,353
                            )
                            
                            
                            (923,261
                            )
                            
                            
                            (3,427,813
                            )CASH FLOWS FROM INVESTING
      ACTIVITIESPurchase of fixed assets
                            
                            
                            -
                            
                            
                            
                            (22,610
                            )
                            
                            
                            (190,787
                            )Net Cash Used in Investing Activities
                            
                            
                            -
                            
                            
                            
                            (22,610
                            )
                            
                            
                            (190,787
                            )CASH FLOWS FROM FINANCING
      ACTIVITIESCash paid for financing
      costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (120,000
                            )Proceeds from shareholder line of credit
                            
                            
                            -
                            
                            
                            
                            192,143
                            
                            
                            
                            458,010Borrowings
      on debt
                            
                            
                            280,000
                            
                            
                            
                            250,000
                            
                            
                            
                            1,310,000Proceeds from sale of common stock
                            
                            
                            -
                            
                            
                            
                            165,000
                            
                            
                            
                            955,000Proceeds from exercise of warrant
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,200,000Net cash Provided by Financing Activities
                            
                            
                            280,000
                            
                            
                            
                            607,143
                            
                            
                            
                            3,803,010NET INCREASE IN CASH
                            
                            
                            126,647
                            
                            
                            
                            (338,728
                            )
                            
                            
                            184,410CASH AT BEGINNING OF PERIOD
                            
                            
                            57,763
                            
                            
                            
                            564,677
                            
                            
                            
                            -CASH AT END OF PERIOD
                            
                            $
                            184,410
                            
                            
                            $
                            225,949
                            
                            
                            $
                            184,410SUPPLEMENTAL DISCLOSURES OF CASH
      FLOW INFORMATIONInterest
                            
                            $
                            32,496
                            
                            
                            $
                            7,429
                            
                            
                            $
                            78,683Income taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -NON-CASH
      TRANSACTIONSDebt
      discount from derivative liabilities
                            
                            
                            1,219,494
                            
                            
                            
                            -
                            
                            
                            
                            1,949,494Warrants
      issued for deferred financing costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            68,592Shares
      issued for settlement of accounts payable
                            
                            
                            178,548
                            
                            
                            
                            -
                            
                            
                            
                            178,548Shares
      issued for payment and conversion of notes payable
                            
                            
                            673,231
                            
                            
                            
                            -
                            
                            
                            
                            673,231





See accompanying notes to consolidated
financial statements




5




NACEL ENERGY
CORPORATION


(A Development Stage
Company)


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


UNAUDITED





NOTE 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-K for the year ended March
31, 2010, 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-K have been
omitted.





Fair Value
Measurements





In September 2006, the FASB issued ASC
820 (previously SFAS 157) which defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements. The
provisions of ASC 820 were effective January 1, 2008.





As defined in ASC 820, fair value is the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date (exit
price). The Company utilizes market data or assumptions that market participants
would use in pricing the asset or liability, including assumptions about risk
and the risks inherent in the inputs to the valuation technique. These inputs
can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observations of those
inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs
used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurement) and the lowest priority to unobservable inputs (level 3
measurement).





The three levels of the fair value
hierarchy defined by ASC 820 are as follows:





Level 1 – Quoted prices are available in
active markets for identical assets or liabilities as of the reporting date.
Active markets are those in which transactions for the asset or liability occur
in sufficient frequency and volume to provide pricing information on an ongoing
basis. Level 1 primarily consists of financial instruments such as
exchange-traded derivatives, marketable securities and listed
equities.





Level 2 – Pricing inputs are other than
quoted prices in active markets included in level 1, which are either directly
or indirectly observable as of the reported date. Level 2 includes those
financial instruments that are valued using models or other valuation
methodologies. These models are primarily industry-standard models that consider
various assumptions, including quoted forward prices for commodities, time
value, volatility factors, and current market and contractual prices for the
underlying instruments, as well as other relevant economic measures.
Substantially all of these assumptions are observable in the marketplace
throughout the full term of the instrument, can be derived from observable data
or are supported by observable levels at which transactions are executed in the
marketplace. Instruments in this category generally include non-exchange-traded
derivatives such as commodity swaps, interest rate swaps, options and
collars.




6





Level 3 – Pricing inputs include
significant inputs that are generally less observable from objective sources.
These inputs may be used with internally developed methodologies that result in
management’s best estimate of fair value.





The following table sets forth by level
within the fair value hierarchy the Company’s financial assets and liabilities
that were accounted for at fair value as of September 30, 2010. As required by
ASC 820, financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurement.
The Company’s assessment of the significance of a particular input to the fair
value measurement requires judgment, and may affect the valuation of fair value
assets and liabilities and their placement within the fair value hierarchy
levels.





September 30, 2010Level 1
                  
                  
                  Level 2
                  
                  
                  Level 3
                  
                  
                  TotalEmbedded
      derivatives
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  $841,161
                  
                  
                  $
                  841,161




The derivatives listed above are carried
at fair value. The fair value amounts in current period earnings associated with
the Company’s derivatives resulted from Level 2 and 3 fair value methodologies.
The observable data includes the quoted market prices and estimated volatility
factors.





Reclassifications.




Certain prior year amounts have been
reclassified to conform to the current year presentation.





NOTE 2 - GOING
CONCERN




The accompanying consolidated financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business. Nacel Energy has incurred material recurring losses from
operations.  Since inception, Nacel Energy has incurred losses of
approximately $6.31 million.  In addition, Nacel Energy is
experiencing a continuing operating cash flow deficiency. These factors, among
others, raise substantial doubt about Nacel Energy’s ability to continue as a
going concern for a reasonable period of time.





Nacel Energy is pursuing, and
will  continue to pursue, additional equity financing and/or debt
financing while managing cash flow in an effort to provide funds and cash flow
to meet its obligations on a timely basis and to support wind project
development activities.





The consolidated financial statements do
not contain any adjustments to reflect the possible future effects on the
classification of assets or the amounts and classification of liability that may
result should Nacel Energy be unable to continue as a going
concern.





NOTE 3 – CONVERTIBLE NOTES
PAYABLE





Senior Secured Note





On November 24, 2009, Nacel entered into
a definitive Securities Purchase Agreement for the issuance of a Senior Secured
Convertible Note (the “Note”) and 3,500,000 Warrants in a private placement with
a single institutional investor (the “Investor”).  Proceeds from the
Note were $730,000 with repayment amount of $900,000.  The Note has an
original issue discount of $150,000.  $20,000 of the initial proceeds
was used to pay legal costs for the investor.  In addition, Nacel paid
an additional $25,000 in separate legal fees associated with the
offering.  The legal fees were deferred and will be amortized until
maturity to interest expense.





7




On April 23, 2010, Nacel entered into an
Exchange Agreement whereby the Note was exchanged for a new Senior Secured
Convertible Note (the “2010 Convertible Note”) and original Warrants were
exchanged for New Warrants containing various changes and modifications. The
principal amount of the 2010 Convertible Note is $935,000 consisting of the
$900,000 original principal plus an additional $35,000 of costs and expenses
which Nacel is obligated to reimburse the Investor. The 2010 Convertible
Note is payable in  seven equal  monthly installments
of $133,571 beginning on September 23, 2010 and matures on December 23,
2010.  No interest  accrues  unless an event of
default occurs, in which case the interest rate shall be 18% per
annum.  Nacel may pay each monthly installment in cash or, at its
option, subject to the satisfaction of customary equity conditions, in shares of
common stock.  The Note is convertible into shares of Nacel’s common
stock at the lower of $0.30 per share or 90% of the 20-day variable weighted
average price per share, reduced from the initial conversion price of $0.90 per
share.





On July 27, 2010, Nacel modified the
note.  Under the terms of the Second Exchange Agreement, the 2010
Convertible Note was exchanged for a new Senior Secured Convertible Note (the
“New Note”) whereby the only change was to increase to 9.9% the beneficial
ownership limitation of Company shares which can be owned by the
investor.





Nacel also modified the outstanding
warrants issued with the original note.  Nacel increased the original
warrant amount from 3,500,000 to 7,500,000 and reduced the exercise price from
$0.90 to $0.30 per share.  In addition, Nacel issued an additional
3,000,000 warrants with an exercise price of $0.30 that are exercisable for one
year from the modification date.





Nacel evaluated the extension event
under ASC 470-60. Because the investors did not grant a concession on this
outstanding loan, the transaction was not accounted for as troubled debt
restructuring. Consequently, Nacel evaluated these transactions under ASC 470-50“Debtor’s Accounting
for a Modification or Exchange of Debt Instruments”to determine if the modification was
substantial. Because the change in fair value of the conversion option was
greater than 10% of the carrying value of the debt,  the debt
modification was determined to be substantial and accordingly the debt was
extinguished.  The difference in the carrying value of the original
debt and its corresponding derivatives and the new debt and its corresponding
derivatives was $1,815,327 which is recorded as a loss on debt extinguishment in
the consolidated statement of operations for the nine months ended September 30,
2010.





The embedded conversion option does not
contain an explicit limit on the number of shares to be issued upon
conversion.  Due to this provision, the embedded conversion option
qualifies for derivative accounting under ASC 815-15 (See Note 6
below).  This fair value in conjunction with the fair value of the
warrants issued with the new note resulted in a full discount to the note
payable at the modification date.  As of September 30, 2010, $718,212
of the new discount had been amortized to interest expense.  In
addition, from April 1, 2010 through the date of the debt extinguishment noted
above, $180,249 of debt discount and deferred financing costs were amortized to
interest expense that had been previously recorded as during the year ended
March 31, 2010.





During the six months ended September
30, 2010, Nacel made principal payments in shares of common stock in accordance
with the terms of the agreement.  A total of 6,525,830 shares of
common stock were issued for payment of $630,231 of
principal.





Additional
Convertible Notes.





March 24, 2010 $300,000 Convertible
Note





On March 24, 2010, Nacel entered into an
agreement for a $300,000 convertible note that is secured by a $300,000 note
receivable.  For more information on these notes, see Nacel’s 10-K for
the year ended March 31, 2010.  During the six months ended September
30, 2010, Nacel received advances of $250,000 toward the note receivable,
resulting in a full balance of $300,000 owed under the convertible
note.  In addition, Nacel received $5,000 in interest payments on the
note receivable.   Interest payments under both agreements
directly offset, and therefore the $5,000 is also included in the convertible
note balance as it is also convertible.  Previously, $50,000 had been
advanced as of March 31, 2010.   During the six months ended
September 30, 2010 Nacel converted $43,000 of the convertible note
balance  into 500,000 shares of Nacel common stock.  The
conversion option of this note was modified on September 26,
2010.  See below.




8





May 6, 2010$600,000 Convertible
Note





On May 6,
2010, Nacel  executed and delivered, pursuant to a private placement
with a single institutional investor, a $600,000 Convertible Promissory Note
(the “Convertible Note”) in exchange for the investor’s execution and delivery
of a $500,000 Secured & Collateralized Promissory Note (the “Secured Note”)
to the Company.





The
original principal amount of the Convertible Note is $600,000, and the
Convertible Note provides for a 12% one-time interest charge. The Convertible
Note has a maturity date of three (3) years from May 6, 2010 at which time all
principal and accrued interest shall be due and payable in full. Prepayment is
not permitted unless approved by the holder in writing. However, the Convertible
Note is payable on demand by the holder in an amount not to exceed the cash
amount paid under the Secured Note.





The
Convertible Note is convertible by the holder, at its election, at any time to
the extent of funds advanced on the Secured Note. The subject conversion amount
is converted into shares of Nacel’s common stock based on a conversion price of
seventy percent (70%) of the lowest trade price in the 30 trading days prior to
the conversion. However, the Company has the right to enforce a conversion floor
of $0.65 per share. Thus, if the conversion price is less than $0.65 per share,
the holder would incur a conversion loss which is satisfied by either (a) cash
payment by the Company in an amount sufficient to pay the conversion loss
(($0.65 per share less the conversion
price) times
the number of shares being converted), or (b) the Company may convert the
conversion amount into shares at $0.65 per share and adding the conversion loss
to the unpaid balance of the Convertible Note.





The
Secured Note is for $500,000 with a 14.4% one-time interest charge. The Secured
Note has a maturity date of three (3) years from May 6, 2010 at which time all
principal and accrued interest shall be due and payable in full. The Secured
Note is secured by an investment asset account with a value of
$500,000.  On May 18, 2010, the investor made a $30,000 payment on the
Secured Note.   The Convertible Note
payable balance for this note as of September 30, 2010 in the consolidated
balance sheet is $25,000,  which is the amount for which payment can
be demanded or that can be converted into common stock of Nacel in accordance
with the agreement.





During the six months ended September
30, 2010, Nacel did not make any principal payment in shares of common stock in
accordance with the terms of the agreement on our May 18, 2010 $600,000
Convertible Promissory Note.  The conversion option of this note was
modified on September 26, 2010.  See below.





Note
Modifications





On
September 26, 2010, the noteholders and Nacel agreed to modify the terms of
their convertible notes.  As mentioned above, the agreements have a
$0.65 conversion floor with a provision for a conversion loss to be paid upon
conversion equal to any difference between the floor and the calculated price in
the agreement.  As of September 26, 2010,  both parties
agreed to remove the conversion loss provision and allow the noteholders to
convert principal and accrued interest at the same price that the Senior Secured
Noteholder converts (see above).





Nacel evaluated the modification event
under ASC 470-60. Because Nacel is not experiencing financial difficulties, the
transaction was not accounted for as troubled debt restructuring. Consequently,
Nacel evaluated these transactions under ASC 470-50“Debtor’s Accounting
for a Modification or Exchange of Debt Instruments”to determine if the modification was
substantial. Because the change in fair value of the conversion option was
greater than 10% of the carrying value of the debt,  the debt
modification was determined to be substantial and accordingly the debt was
extinguished.  The difference in the carrying value of the original
debt and its corresponding derivatives and the new debt and its corresponding
derivatives was $312,231  which is recorded as a gain on debt
extinguishment in the consolidated statement of operations for the nine months
ended September 30, 2010.




9


The modified embedded conversion option
is linked to an instrument that has no explicit limit on the number of shares to
be issued upon settlement.  Due to this provision, the embedded
conversion option qualifies for derivative accounting under ASC
815-15.  The fair value of the embedded conversion option was
determined to be $284,494 on the date of extinguishment and this amount was
recorded as a discount to the note.  As of September 30, 2010, $37,070
of the new discount had been amortized to interest expense due to the conversion
of $43,000 mentioned above.





NOTE 4 - EQUITY
TRANSACTIONS





During the six months ending September
30, 2010, 595,158 shares were issued for services performed in the prior period
(included in accounts payable as of March 31, 2010) valued at
$178,548.





Additionally, during the six months
ending September 30, 2010, 7,025,830 shares were issued for debt payments
and conversions of  $673,231.  (see Note
3)





NOTE
5 – WARRANTS





During the quarter, in conjunction with
the note modification above (see Note 3), Nacel issued new warrants to an
investor, which are exercisable for a period of 5 years for up to 7,500,000
shares of Nacel’s commons stock, with a modified exercise price of $0.30,
reduced from the initial exercise price of $0.90.  Nacel also issued
additional warrants to purchase 3,000,000 shares of common stock with an
exercise price of $0.30 until the 1 year anniversary of the effective date of
the registration statement filed by Nacel.





The warrants all contain reset
provisions that can cause an adjustment to the exercise price if Nacel sells or
issues an equity instrument at a price lower than the initial conversion
price.  Due to this provision, the warrants qualify for derivative
accounting under ASC 815-15 (See Note 6 below).





A summary of the warrants for the six
months ended September 30, 2010 is as follows:





Warrants
                  
                  
                  Weighted-Average
                    Exercise Price
                  
                  
                  Weighted-Average
                    Remaining
                    Contracted Life
                    (Years)
                  
                  
                  Aggregate
                    Intrinsic ValueOutstanding on March 31,
      2010
                  
                  
                  3,583,333
                  
                  
                  $
                  0.90
                  
                  
                  
                  4.15
                  
                  
                  $
                  -Granted
                  
                  
                  10,500,000
                  
                  
                  
                  0.30
                  
                  
                  
                  3.42
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Exchanged
                  
                  
                  (3,500,000
                  )
                  
                  
                  0.90
                  
                  
                  
                  -
                  
                  
                  
                  -Expired
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Outstanding on September 30,
      2010
                  
                  
                  10,583,333
                  
                  
                  $
                  0.30
                  
                  
                  
                  3.43
                  
                  
                  $
                  -





NOTE 6 - DERIVATIVE
LIABILITIES





Senior Secured Note - The embedded
conversion option in Nacel’s $935,000 note described in Note 3 does not contain
an explicit limit on the number of shares to be issued upon
settlement.  The related warrants described in Note 5 contain a reset
provision that can cause an adjustment to the conversion price if Nacel sells or
issues an equity instrument at a price lower than the initial conversion
price.  These provisions result in these instruments being classified
as liabilities under ASC 815-15 (“Derivatives and Hedging”).  The fair
value of these liabilities will be re-measured at the end of every reporting
period and the change in fair value will be reported in our consolidated
statement of operations as a gain or loss on derivative financial
instruments.




10





Additional Convertible
Notes - As mentioned in Note 3, as of September 26, 2010, the modified embedded conversion option
is linked to an instrument that has no explicit limit on the number of shares to
be issued upon settlement.  Due to this provision, the embedded
conversion option qualifies for derivative accounting under ASC
815-15.





The following table summarizes the
change in derivative liabilities for the three months ended September 30,
2010:





Derivative liabilities at March
      31, 2010
                  
                  $
                  1,098,227Extinguishment of derivative
      liabilities due to note modifications
                  
                  
                  (1,558,931
                  )Addition of new derivative
      liabilities after note modifications
                  
                  
                  3,781,843Change in fair value of embedded
      conversion option and warrants durng the period
                  
                  
                  (2,479,978
                  )Derivative liabilities at
      September 30, 2010
                  
                  $
                  841,161





Nacel used the Black-Scholes option
pricing model to value the embedded conversion feature and warrants above using
the following assumptions: number of options as set forth in the convertible
note and warrant agreements; no expected dividend yield; expected volatility
ranging from 166% - 315%; risk-free interest rates ranging from 0.19% - 1.27%
and expected terms based on the contractual term.




NOTE 7 – SUBSEQUENT
EVENTS





Subsequent to September 30, 2010, Nacelreceived advances of
$30,000 as payment of interest on the $300,000 note receivable described in Note
3.  Interest payments under the convertible note and note receivable
agreements directly offset, and thereforethe $30,000is also included in the convertible note
balance as it is also convertible.





Subsequent to September 30, 2010, Nacel
issued2,875,357shares of common stock as payment on
theSenior Secured Notedescribed in Note 3 and
issued an additional3,798,377shares of common stockfor conversion of $291,718 of principal
and accrued intereston the
$300,000 ConvertiblePromissoryNote(dated March 24, 2010)described in Note 3.




11




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.




History




Nacel Energy Corporation is a Wyoming
corporation incorporated on February 7, 2006, with our principal executive
office located at 9375 E. Shea Blvd., Suite 100, Scottsdale, Arizona 85260. We
are a development stage wind power generation company engaged in the business of
developing wind power generation facilities from “green field” (or blank state)
up to and including operation. Our domestic development efforts are primarily
focused upon wind power generation facilities in the 10 MW to 40 MW range. We
have not ruled out the possibility of larger projects including
internationally.


.


Current Operations





As of September 30, 2010, we had six (6)
separate wind energy projects having 185 MW, or more, of total potential
generating capacity located on acreage in the Panhandle area of Texas and in
Arizona. The status of each of our development stage wind energy projects was
described in our Annual Report on Form 10-K for the fiscal year ended March 31,
2010, as filed with the Commission. We are also actively engaged in efforts to
locate and evaluate other “green field” sites for development of additional wind
power generation facilities. We do not have any wind energy projects in
operation currently and it is estimated that it will not be until at least late
December 2012, perhaps longer, before any of our projects may become
operational, and will require that we obtain substantial additional financing
and/or equity, obtaining of construction and project debt financing and
establishing turbine supply relationships. There are no assurances that we will
be able to obtain any additional financing and/or equity and, even if obtained,
that any of our wind power generation facilities will ultimately become
operational or generate sufficient revenues to be profitable. Similarly, there
are no assurances that we will be able to establish and maintain satisfactory
relationships with a turbine supply company in order to able to develop any of
our wind energy projects.





During the six month period ending
September 30, 2010, the following activities have occurred with respect to our
six (6) wind power generations projects:





In
April, 2010, we submitted a comprehensive bid with the assistance of a tier-one
wind turbine manufacturer to Arizona Public Service Co. (APS) for the supply of
19.5 megawatts of clean, renewable energy to be sourced from our Snowflake wind
project. For further information, see our Current Report on Form 8-K dated April
14, 2010, as amended by Form 8-K/A, each filed with the
Commission.




12





In
late May, 2010, we received notification from APS that our Snowflake Project was
not shortlisted among the projects which would be considered in APS’s detailed
evaluation process of wind projects which might thereafter result in selection
for final negotiation and possible contract execution and regulatory
approval.  For further information, see our Current Report on Form 8-K
dated May 26, 2010, filed with the Commission.





In
late June, 2010, we submitted a comprehensive bid with the assistance of a
tier-one wind turbine manufacturer to APS for the supply of 15 megawatts of
clean, renewable energy to be sourced from our Snowflake wind project with a
commercial operation date of December 31, 2012. A preliminary decision is
expected to be announced by APS in late August, 2010 regarding whether a bidder
would be included on a short list of projects to thereafter be considered in
APS’s detailed evaluation process of wind projects which might thereafter result
in selection for final negotiation and possible contract execution. For further
information, see our Current Report on Form 8-K dated June 24, 2010, filed with
the Commission





In mid September, 2010, we received
notification from APS that our Snowflake Project was not shortlisted among the
projects which would be considered in APS’s detailed evaluation process of wind
projects which might thereafter result in selection for final negotiation and
possible contract execution and regulatory approval.  For further
information, see our Current Report on Form 8-K dated September 15, 2010, filed
with the Commission





We are engaged in
completing necessary procedures to allow the filing of additional applications
for interconnection with other public utilities with respect to a couple of our
other wind power projects.





We
are continuing to monitor wind data being generated at all wind power project
sites and to develop wind energy studies which may be necessary for our respect
wind power projects.





In addition to the foregoing, we also
assess our wind power project development business regularly with regard to the
need for capital equipment. During the first six months of the period ending
September 30, 2010, we acquired no additional capital
equipment.





In addition to activities undertaken
with respect to our wind power generation projects, we also entered into a
letter of intent with Hurricane Screens & Security, Inc. to acquire 48% of
its outstanding common stock. It was contemplated that the letter of intent
would be replaced with a definitive and binding Stock Purchase Agreement which
contains due diligence requirements and satisfaction of certain conditions prior
to any closing. Due to continuing due diligence items, no definitive and binding
Stock Purchase Agreement had been executed and entered into at September 30,
2010. For further information, see the Company’s Form 8-K filed with the
Commission on September 17, 2010.





Plan of Operation





Since our inception, we have been a
development stage company and, accordingly, have incurred losses from our
operations. For the six months ended September 30, 2010, we incurred net losses
of $272,604 and have an accumulated deficit since inception of $6,310,737. We
currently have no revenues. The potential future revenues from our wind power
generation projects, if any, will not be generated until at least December,
2012, perhaps longer, and will require the expenditure of substantial additional
capital, obtaining construction and project debt financing and establishing
turbine supply relationships.





For the foreseeable future, our
operating plan is dependent upon both the ability to conserve existing cash
resources and the ability to obtain additional capital through equity financing
and/or debt financing in an effort to provide funds and cash flow to meet our
obligations on a timely basis and to support wind project development
activities. In the event that we are unable to conserve existing cash resources
and/or obtain the additional and necessary capital to pursue our wind power
generation development projects, we may have to cease or significantly curtail
our operations. This could materially impact our ability to continue
operations.




13





Liquidity and Capital
Resources





The accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of
business.  Since our inception, we have been a development stage
company and, accordingly, have incurred losses from our operations. For the six
months ended September 30, 2010, we incurred net losses of $272,604 and have an
accumulated deficit since inception of $6,310,737. We currently have no
revenues. The potential future revenues from our wind power generation projects,
if any, will not be generated until at least December 2010, perhaps longer, and
will require the expenditure of substantial additional capital obtaining
construction and project debt financing and establishing turbine supply
relationships.  In addition, our shareholder line of credit in the
amount of $460,753 is due and payable on April 1, 2011, unless we are able to
obtain a further extension. These factors, among others, indicate that we may be
unable to continue as a going concern for a reasonable period of
time.




As of September 30, 2010, we had cash of
$184,410 and working capital deficit of $(1,613,771). This compares to cash of
$57,763 and working capital deficit of $(2,199,162) at March 31, 2010.
Based on commitments arising from our consulting agreements and other general
and administrative expenses, we anticipate that that operating expenses during
each succeeding quarter will be, at a minimum, approximately $40,000. This
amount does not include any capital requirements for our wind energy projects.
Based on the foregoing, we will not have sufficient cash resources to finance
our operations except for several months unless we are able to raise additional
equity financing and/or debt financing in the immediate future. We have
commenced, and will continue to pursue, efforts to raise additional equity
financing and/or debt financing from a variety of sources and means. There are
no assurances that we will be able to obtain any additional financing and/or
equity and, even if obtained, that such financing will be in a sufficient amount
to be able to continue operations for a sufficient period until one or more of
our wind power generation facilities become operational or until we can generate
sufficient revenues to be profitable.





As of September 30, 2010, we had
borrowed the entire $460,753 under an original $250,000 shareholder line of
credit, which was amended in late September, 2009 to, among other things,
increase the amount which could be borrowed from $250,000 up to $400,000. The
credit line was further amended in late September, 2009 to increase the amount
which could be borrowed up to $442,143, and was amended again in late September,
2009 when the credit line was increased up to $460,753.  The unpaid
principal amount and all accrued interest are due and payable in full on April
1, 2011.  As of September 30, 2010, we had borrowed the entire
$460,753 under this credit facility, which again leaves no additional amounts
available for future borrowing. There are no assurances that the shareholder
will agree to further extend the due date for repayment of the line of credit
balance or otherwise change any of the repayment terms. Accordingly, if the
repayment date of the line of credit remains unchanged, this could have a
material impact on the future liquidity of the Company and its future
operations.





In July 2009, Nacel executed a new loan
with a lender in the amount of $250,000, which provides for simple interest of
10% to be paid in consecutive monthly installments of interest only commencing
on July 1, 2009 and continuing on the first of each following month until the
lender has provided the borrower with written notice of demand and the balance
owing under this agreement will be paid within 15 days of any such notice of
demand.  The loan is unsecured. This loan is included in notes payable
in the consolidated balance sheets as of September 30, 2010 and March 31,
2010.





Recent Financings





As of the fiscal year ended at March 31,
2010, we completed various financings. For further description and details of
these financings, see our Annual Report on Form 10-K dated March 31, 2010, as
filed on July 14, 2010 with the SEC.





During the six months ending September
30, 2010, we did not enter into any additional financings except as more fully
described in Part II, Item 5, below. However, we did modify and amend an
existing, principal financing as further described below.




14





Senior Secured
Convertible Note and Warrants.On April 23, 2010, we
entered into an Exchange Agreement which effectively amended and modified the
terms of the Senior Secured Convertible Note in the original principal amount of
$900,000 (the “Note”) issued to a single institutional investor (the “Investor”)
and common stock warrants (the “Warrants”) issued to the Investor. Under the
terms of the Exchange Agreement, the Note was exchanged for a new Note and the
Warrants were exchanged for New Warrants containing various changes and
modifications in their respective terms and provisions.





The principal amount of the New Note is
$935,000 (the “2010 Convertible Note”) consisting to the original principal
amount of $900,000 plus an additional $35,000 in costs and expenses (including
attorney’s fees) which we were obligated to reimburse under the original
transaction documents and the negotiation and preparation of the Exchange
Agreement and Exchange Documents (as defined in the Exchange
Agreement).  The 2010 Convertible Note provides for payment in seven
equal installments of $133,571 beginning 21 trading days after the earlier of
(a) May 24, 2010, or (b) the date a registration statement covering the shares
of our common stock issuable upon conversion or exercise (as the case may be) of
the 2010 Convertible Note and New Warrants is declared effective by the SEC.
Accordingly, the maturity date of the 2010 Convertible Note will be no later
than December 23, 2010.  No interest accrues on the principal amount
outstanding unless an event of default occurs in which event interest shall
thereafter accrue at the rate of eighteen percent per annum. We may pay
installments of principal in cash or, at our option, in shares of common
stock.  If we elect to pay the principal in shares of our common
stock, the value of each share of common stock will be equal to the lower of (a)
the new conversion price of $0.30 per share, or (b) 90% of the average of the
volume weighted average prices of our common stock on each of the twenty (20)
consecutive trading days immediately preceding the applicable payment date. In
addition, at the option of the holder of the 2010 Convertible Note, all or any
part of the principal amount outstanding under the 2010 Convertible Note is
convertible at any time and from time to time into shares of our common stock at
the new conversion price of $0.30 per share. However, the conversion price may
be reduced if we issue securities at a price per share less than the conversion
price of the 2010 Convertible Note then in effect.





The 2010 Convertible Note and the New
Warrants have conversion features which result in them being recorded as
derivative liabilities as described further in Note 6 to the consolidated
financial statements for the year ended at March 31, 2010. As derivative
liabilities, the existing uncertainties as to the ultimate amount of shares
which could be required to issue are not known and may increase significantly.
Accordingly, these uncertainties are reflected as obligations until they are
resolved through conversion, exercise or expiration





For further description of the Exchange
Agreement, the documents executed and delivered and other pertinent terms and
provisions, see our Form 8-K dated April 23, 2010, as filed with the SEC on
April 27, 2010.





On July 27, 2010, we entered into a
definitive Exchange Agreement (the “Second Exchange Agreement”) with the
Investor pursuant to which the 2010 Convertible Note was exchanged for a new
Senior Secured Convertible Note (the “New Note”) whereby the only changes were
to increase to 9.9% the beneficial ownership limitation of our shares which can
be owned by the investor and further acknowledged and agreed that the current
unpaid principal balance due on the New Note is $267,143, that the dates on
which Installment Amounts are due are October 23, 2010 and November 23, 2010 and
that the Maturity Date of the New Note is December 23, 2010.





Except as noted above, all of the other
terms and provisions of the New Note remain the same as set forth in the 2010
Convertible Note. In addition, there were no changes or modifications made to
any of the provisions of the Registration Rights Agreement or the
Warrants.





For further description of the Second
Exchange Agreement, the documents executed and delivered and other pertinent
terms and provisions , see our Form 8-K dated July 27, 2010, as filed with the
SEC on July 30, 2010.




15





Results of
Operations





Three Months Ended September 30, 2010
compared to the Three Months Ended September 30, 2009





Overview.We have yet to generate any
revenues from our operations. The net loss for the three months ended September
30, 2010 (“2010 Period”) was $75,413 compared to a net loss of $659,422 for the
three months ended September 30, 2009 (“2009 Period”), a decrease of
$584,009.





Revenues. We generated no revenues
from our operations for the three months ended September 30, 2010 or for the
three months ended September 30, 2009. Our operations have focused upon various
business planning and wind power project development activities since inception,
and have not generated any revenues.





Expenses.Our operating
expenses were $132,819 for the 2010 Period compared to operating expenses of
$645,055 for the 2009 Period, a decrease of $512,236. This decrease in
operating expenses is primarily attributable to a $186,977 decrease in general
and administrative expense, and a $325,314 decrease in wind project development
costs for the 2010 Period as compared to the 2009
Period.





Our net other expenses/income for the
2010 Period were $57,406 as compared to ($14,367) for the 2009 Period. Our other
expenses included a gain on derivative financial instruments of $157,666 as
compared to $0 in the 2009 Period, a gain on debt extinguishment of $312,231 for
the 2010 Period as compared to $0 in the 2009 Period and interest expense of
$412,491 for the 2010 Period as compared to $14,367 for the 2009
Period.





Six Months Ended September 30, 2010
compared to the Six Months Ended September 30, 2009





Overview.We have yet to generate any
revenues from our operations. The net loss for the six months ended September
30, 2010 (“2010 Period”) was $272,604 compared to a net loss of $1,153,072 for
the six months ended September 30, 2009 (“2009 Period”), a decrease of
$880,468.





Revenues. We generated no revenues
from our operations for the six months ended September 30, 2010 or for the six
months ended September 30, 2009. Our operations have focused upon various
business planning and wind power project development activities since inception,
and have not generated any revenues.  .





Expenses.Our operating
expenses were $282,700 for the 2010 Period compared to operating expenses of
$1,135,170 for the 2009 Period, a decrease of $852,470. This decrease in
operating expenses is primarily attributable to a $269,572 decrease in general
and administrative expense, a $581,980 decrease in wind project development
costs, and a $918 decrease in depreciation for the 2010 Period as compared
to the 2009 Period.





Our net other expenses/income for the
2010 Period were $10,095 as compared to ($17,902) for the 2009 Period. Our other
expenses included a gain on derivative financial instruments of $2,479,978 as
compared to $0 in the 2009 Period, a loss on debt extinguishment of $1,503,096
for the 2010 Period as compared to $0 in the 2009 Period and interest expense of
$966,787 for the 2010 Period as compared to $17,902 for the 2009
Period.





Off Balance Sheet Transactions,
Arrangements, or Obligations.





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




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.




16




Item 4.  Controls and
Procedures





Evaluation
of Disclosure Controls and Procedures





We maintain a system of disclosure
controls and procedures that are designed for the purpose of insuring that
information required to be disclosed in our SEC reports is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to the
Company’s management, including the Chief Executive Officer and Principal
Accounting Officer, as appropriate, to allow timely decisions regarding required
disclosures.





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 the design and operation
of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule
15d-15(e) under the Exchange Act. In the course of this evaluation, our
management considered the material weakness in our internal control over
financial reporting as discussed in our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010. 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 not effective for the purposes stated above due to material
errors in the recording of a payment under secured and collateralized notes
issued to the Company.  The consolidated financial statements in this
report have been adjusted to include necessary changes related to the subject
payment. Management is working on plans to improve the processes that govern the
recording of these payments and other related transactions. We believe these
plans, when finalized, will enable us to avoid these types of errors in the
future.





Changes in
Internal Control Over Financial Reporting





We continue to monitor and evaluate the
effectiveness of our internal controls and procedures and our internal controls
over financing reporting on an ongoing basis. We are committed to taking further
action and implementing additional enhancements or improvements, as necessary,
and as funds allow.





There have been no changes in our
internal control over financial reporting that occurred during the quarter ended
September 30, 2010 that have materially affected, or were reasonably likely to
materially affect, our internal control over financial
reporting.





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.





Item
1A.  Risk Factors





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 2.  Unregistered Sales of
Equity Securities and Use of Proceeds





(a)    Unregistered
Sales of Equity Securities.




17





On July 23, 2010, we issued 503,497
shares, which coupled with the earlier 620,844 shares issued on June 23, 2010,
satisfied the second Installment Amount due on June 23, 2010. These shares are
deemed to have been held by the Investor for a period of more than 6 months
pursuant to Rule 144 and these shares can be sold by the Investor, subject to
compliance with Rule 144.





On July 23, 2010, we also exercised our
right to pay the third Installment Amount due on August 23, 2010 under the New
Note (as described in Note 3 to the financial statements)  with the
issuance to the Investor of shares of our common stock. Accordingly, we issued
an aggregate of 1,124,381 shares of our common stock to the Investor in
satisfaction of the pre-installment payment obligation under the New 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 these shares can be sold by the Investor,
subject to compliance with Rule 144.





On August 23, 2010, we issued 521,722
shares, which coupled with the earlier 1,124,381 shares issued on July 23, 2010,
satisfied the third Installment Amount due on July 23, 2010. These shares are
deemed to have been held by the Investor for a period of more than 6 months
pursuant to Rule 144 and these shares can be sold by the Investor, subject to
compliance with Rule 144.





On August 23, 2010, we also exercised
our right to pay the fourth Installment Amount due on August 23, 2010 under the
New Note with the issuance to the Investor of shares of our common stock.
Accordingly, we issued an aggregate of 1,646,103 shares of our common stock to
the Investor in satisfaction of the pre-installment payment obligation under the
New 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 these shares can be sold by the
Investor, subject to compliance with Rule 144.





On September 23, 2010, we satisfied the
fourth Installment Amount due on August 23, 2010 based upon the earlier
1,646,103 shares issued on August 23, 2010, which resulted in a 78,832 share
credit against future stock issuances which could be exercised under the New
Note. As noted, the earlier shares issued on August 23, 2010 were deemed to have
been held by the Investor for a period of more than 6 months pursuant to Rule
144 and these shares can be sold by the Investor, subject to compliance with
Rule 144.





On September 23, 2010, we also exercised
our right to pay the fifth Installment Amount due on October 23, 2010 under the
New Note with the issuance to the Investor of shares of our common stock.
Accordingly, we issued an aggregate of 1,567,271 shares of our common stock to
the Investor (after application of the 78,832 share credit available) in
satisfaction of the pre-installment payment obligation under the New Note, which
shares . These shares are deemed to have been held by the Investor for a period
of more than 6 months pursuant to Rule 144 and these shares can be sold by the
Investor, subject to compliance with Rule 144.





On September 26, 2010, the Holder of our
$300,000 Secured and Collateralized Promissory Note dated March 24, 2010 (see
Note 3), delivered a Notice of Conversion to the Company electing to convert
$43,000, being a portion of principal due under the Convertible Note, into
500,000 shares of the Company’s common stock.  We issued 500,000
shares on September 27, 2010.





Item 3.  Defaults Upon Senior
Securities





None





Item
4.  (Removed and Reserved)




None




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Item
5.  Other Information




On May 6,
2010, NACEL Energy Corporation (the Company or NACEL) executed and delivered,
pursuant to a private placement with a single institutional investor, its
$600,000 Convertible Promissory Note (the “Convertible Note”) in exchange for
the investor’s execution and delivery of a $500,000 Secured & Collateralized
Promissory Note (the “Secured Note”) to the Company. This is the second of a
series of contemplated transactions between the Company and the investor which
may occur over the next several years which, if fully funded, could provide the
Company with funding aggregating up to $4.3 million. For information on the
initial transaction between the Company and the investor, see the Company’s Form
8-K filed on March 30, 2010. However, there are no assurances that any further
transaction will occur, or if further transactions do occur, the number of
potential transactions which may occur is uncertain and dependent on numerous
factors including, without limitation, the Company’s progress in developing its
existing wind energy projects, its financial condition and resources, strength
and volatility of stock prices for the Company’s common stock and other factors
over which the Company has no control.





The
original principal amount of the Convertible Note is $600,000, and the
Convertible Note provides for a 12% one-time interest charge. The Convertible
Note has a maturity date of three (3) years from May 6, 2010 at which time all
principal and accrued interest shall be due and payable in full. Prepayment is
not permitted unless approved by the holder in writing. However, the Convertible
Note is payable on demand by the holder in an amount not to exceed the cash
amount paid under the Secured Note.





The
Convertible Note is convertible by the holder, at its election, at any time
provided that the designated amount to be converted into shares of NACEL’s
common stock has been discharged by payment of an equal or greater amount on the
Secured Note. The subject conversion amount is converted into shares of NACEL’s
common stock based on a conversion price of seventy percent (70%) of the lowest
trade price in the 30 trading days prior to the conversion. However, the Company
has the right to enforce a conversion floor of $0.65 per share. Thus, if the
conversion price is less than $0.65 per share, the holder would incur a
conversion loss which is satisfied by either (a) cash payment by the Company in
an amount sufficient to pay the conversion loss (($0.65 per share less the conversion
price) times
the number of shares being converted), or (b) the Company may convert the
conversion amount into shares at $0.65 per share and adding the conversation
loss to the unpaid balance of the Convertible Note. Shares from any such
conversion are to be delivered to holder within two (2) business days of
conversion notice delivery by electronic transfer. If shares are not delivered
by the third business day, a penalty of $2,000 per day is assessed until shares
delivery is made, with the penalty being added to the principal balance of the
Convertible Note. If the subject shares are not timely delivered for any reason,
the holder may rescind the particular conversion and have conversion amount
restored to the unpaid balance of the Convertible Note.





In
accordance with the terms of the Convertible Note, the investor may not convert
any amount of the Convertible Note if after giving effect to such conversion the
investor would beneficially own greater than 4.9% of the outstanding shares of
NACE’s common stock.





The
Secured Note is a full recourse obligation of the investor to repay the original
principal amount of $500,000 and the 14.4% one-time interest charge as provided
for therein. The Secured Note has a maturity date of three (3) years from May 6,
2010 at which time all principal and accrued interest shall be due and payable
in full. Prepayment is permitted at any time in the form of cash, other payment
as mutually agreed upon, surrender of the Convertible Note, or surrender of the
collateral or security which secures repayment of amounts due under the Secured
Note. The Secured Note provides that the investor will plan to make, without
obligation, monthly payments of $100,000 beginning at the date of execution of
the Secured Note subject to conversions being honored as set forth under the
Convertible Note and Rule 144 being available to remove restrictive legend from
shares obtained in conversions such that the shares are freely tradeable. On May
18, 2010, the investor did make a $25,000 prepayment against the subject
indebtedness.





The
investor granted the Company a security interest in specified collateral having
a $500,000 worth to secure payment and performance of its obligations under the
Secured Note.  The investor warranted that, among other things, it was
the sole owner of the collateral free and clear form any liens, security
interests or encumbrances and will defend the collateral against all claims and
demands of all parties claiming an interest therein, that the collateral had not
been pledged, assigned or hypothecated for any other purpose, and that, while
amounts remain outstanding on the Secured Note, it will not transfer, assign,
sell, pledge, spend or otherwise transfer an amount of the collateral equal to
or greater than the outstanding balance due on the Secured Note. The Company
intends to file a financing statement with the proper state authorities to
perfect its security interest in the collateral, and the investor will provide
reasonable assistance. The investor is allowed to use and possess the collateral
provided that no default has occurred on the Secured Note. In addition, the
investor may transfer or exchange the collateral into another investment assets
with equal or greater value and, upon Company’s request, will promptly provide
update on investment asset placement of the subject collateral. The security
interest in the collateral automatically terminates at the time the Secured Note
is paid in full.




19





The
securities sold in the private placement and the shares issuable upon the
conversion of the Convertible Note have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
without being registered with the Securities and Exchange Commission (“SEC”) or
through an applicable exemption from registration requirements. The Convertible
Note and the shares of NACEL’s common stock issuable upon conversion of the
Convertible Note were offered and sold in reliance upon exemptions from
registration pursuant to Rule 506 of Regulation D and Section 18(b)(4)(D) of the
Securities Act and/or Section 4(6) of the Securities Act.





The description of, among other
things, the terms of the Convertible Note and the Secured Note does not purport
to be complete and is qualified in its entirety by reference to each of the
subject transaction documents which are filed as Exhibits to this report and are
incorporated herein by reference.





Item
6.  Exhibits




a)
Exhibits.





Exhibit No.
                
                Document4.1
                
                $600,000 Convertible Promissory
      Note4.2
                
                $500,000 Secured &
      Collateralized Promissory Note31.1
                
                Certification Pursuant to Section
      302(a) of the Sarbanes-Oxley Act of 2002 (Mark Schaftlein, President,
      Principal Executive Officer and 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 (Mark Schaftlein, President, Principal Executive Officer and
      Principal Accounting
Officer)




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
      CORPORATIONBy:
              /s/  Mark
      SchaftleinMark
    SchaftleinChief Executive Officer and
      Principal Accounting OfficerDate:
              November 22,
      2010





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