UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December ~~November 9~~27, 2010

Commission File Number: ~~333~~0-~~142860~~053150

NACEL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)


Wyoming		20-4315791
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


9375 E. Shea Blvd., Suite 100 Scottsdale, Arizona		85260
(Address of principal executive offices)		(Zip Code)

(602) 235-0355

(Registrant telephone including area code)

Check the appropriate item below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 – Unregistered Sales of Equity Securities.

The disclosure provided for in Item 8.01 of this report is hereby incorporated by reference into this Item 3.02

In accordance with the terms of the Senior Secured Convertible Note entered into on November 23, 2009, the Company issued an aggregate of 2,752,971 shares of its common stock (2,538,922 shares on or about November 25, 2010 and an additional 214,049 on or about December 27, 2010) to satisfy and pay in full the last installment amount due under the terms of the Senior Secured Convertible Note. These shares are deemed to have been held by the investor for a period of more than 6 months pursuant to Rule 144 and e eligible to be sold by the investor, subject to compliance with Rule 144.

Item 8.01 – Other Events.

On ~~November~~December 227, 2010, NACEL Energy Corporation (“the “Company” or “NACEL”) ~~deposited~~paid to Iroquois Master Fund, Ltd. the last instalment amount due and owing on the $25935,000 ~~with~~principal ~~Arizona~~amount of a Senior Secured Convertible Note originally ~~Public~~entered ~~Service~~into ~~Company~~on ~~(“APS)~~November 23, ~~the~~2009, ~~funds~~as ~~being~~subsequently ~~the~~amended ~~good~~and ~~faith~~modified ~~estimate~~on ~~provided~~April by23, ~~APS~~2010 ofand July 27, 2010. Accordingly, the ~~expected~~Company ~~costs~~has ~~likely~~now topaid bein ~~incurred~~full toall amounts ~~complete~~due aunder ~~System~~the ~~Impact~~Senior Secured Convertible Note. For further information ~~Study~~about ~~(SIS)~~the ~~for~~Senior Secured Convertible Note and amendments and modifications thereto, see the ~~Snowflake~~Company’s ~~wind~~Form ~~project~~8-Ks ~~located~~as infiled ~~Navajo~~with ~~County~~the SEC on November 27, 2009, AZApril 27, 2010 and July 30, 2010.

~~NACEL~~ A ~~Energy~~copy ~~anticipates a period~~ of ~~several months, or longer, before~~ the ~~SIS~~press ~~can~~release ~~be completed~~pertaining byto ~~APS personnel. Should~~ the ~~results~~final ofpayment ~~the~~due ~~SIS~~on ~~be favorable and indicate~~ the ~~necessary electrical system and equipment upgrades to~~Senior ~~construct~~Secured ~~Snowflake~~Convertible ~~are~~Note ~~economically~~is ~~feasible,~~attached hereto as ~~currently~~an ~~anticipated by the Company, a then further period of time may occur before a final interconnection agreement can be executed with APS~~exhibit.

In the interim, important additional development milestones are underway concerning Snowflake including, without limitation, evaluating potential turbine partners and financing arrangements. Accordingly, the Company cautions that commissioning (operations) at Snowflake is not expected until the fourth quarter of fiscal 2010-11, or later depending on future events.

A copy of the press release pertaining to the foregoing is attached hereto as an exhibit.

Item 9.01 – Exhibits

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	NACEL ENERGY CORPORATION
Date: November 9, 2010	By: /s/ Mark Schaftlein
Date: January 5, 2011	By: /s/ Mark Schaftlein
	Mark Schaftlein, Chief Executive Officer

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