UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NACEL Energy Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
62957N102
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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a.
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o
Rule 13d-1(b)
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b.
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þ
Rule 13d-1(c)
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c.
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
This
Amendment No. 1 is being filed jointly by Iroquois Capital
Management L.L.C., Joshua
Silverman, and Richard Abbe (each, a “
Reporting Person
,” and collectively, the
“
Reporting Persons
”) and amends the Schedule 13G initially filed by the Reporting Persons
with the Securities and Exchange Commission (the
“
SEC
”) on August 6, 2010 (the
“
Schedule 13G
”).
Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13G.
Item 4. Ownership.
(a) and (b):
As of the close of business on December 31, 2010, each of the Reporting Persons may be
deemed to have beneficial ownership of 2,011,577 shares of Common Stock, which includes
1,823,910 shares of Common Stock issuable upon exercise of the Series A Warrant, and
all such shares of Common Stock in the aggregate represent beneficial ownership of
approximately 4.9% of the Common Stock, based on (i) 36,475,722 shares of Common Stock
issued and outstanding on November 19, 2010, as disclosed in the
Form 10-Q
for the quarterly period ended September 30, 2010 filed by
the Issuer with the SEC on November 22, 2010, plus (ii)(A) 2,538,922 shares of Common
Stock issued to Iroquois Master Fund on or about November 25,
2010, as disclosed in the Form 8-K filed by the Issuer on January 5,
2011, (B) 214,049 shares
of Common Stock issued to Iroquois Master Fund on or about
December 27, 2010, as disclosed in the Form 8-K filed by the
Issuer on January 5, 2011, and (C)
1,823,910 shares of Common Stock issuable upon exercise of the Series A Warrant.
The foregoing excludes (1) 19,560,061 shares of Common Stock issuable upon exercise of the Series A Warrant
because the Series A Warrant contains a “blocker provision” under which the holder thereof does not have the right
to exercise the Series A Warrant to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof or any of its affiliates, of more than 4.9% of the Common Stock; (2) 17,107,177
shares of Common Stock issuable upon exercise of the Series B Warrant because the Series B Warrant contains a
“blocker provision” under which the holder thereof does not have the right to exercise the Series B Warrant to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of
its affiliates, of more than 4.9% of the Common Stock; and (3) 21,383,971shares of Common Stock issuable upon
exercise of the Series C Warrant because the Series C Warrant contains a “blocker provision” under which the
holder thereof does not have the right to exercise the Series C Warrant to the extent (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 4.9% of the
Common Stock. Without such “blocker provisions,” each of the Reporting Persons may be deemed to beneficially
own 60,062,786 shares of Common Stock.
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(c)
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Number of shares as to which the Reporting Person have:
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(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,011,577.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 2,011,577.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following
þ
.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
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