- Amended Statement of Ownership (SC 13G/A)

 

 

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

(CUSIP Number)

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:

a.		o Rule 13d-1(b)
b.		þ Rule 13d-1(c)
c.		o Rule 13d-1(d)

 

* 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).

 

 

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CUSIP No.		62957N102

 

1		NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Iroquois Capital Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    o
		(b)    o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			5		SOLE VOTING POWER
NUMBER OF					0
SHARES			6		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					2,011,577 (see Item 4)
EACH			7		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH:			8		SHARED DISPOSITIVE POWER
					2,011,577 (see Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,011,577 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		4.9% (see Item 4)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

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CUSIP No.		62957N102

 

1		NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Joshua Silverman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    o
		(b)    o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America
			5		SOLE VOTING POWER
NUMBER OF					0
SHARES			6		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					2,011,577 (see Item 4)
EACH			7		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH:			8		SHARED DISPOSITIVE POWER
					2,011,577 (see Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,011,577 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		4.9% (see Item 4)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN; HC

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CUSIP No.		62957N102

 

1		NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Richard Abbe
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    o
		(b)    o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America
			5		SOLE VOTING POWER
NUMBER OF					0
SHARES			6		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					2,011,577 (see Item 4)
EACH			7		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH:			8		SHARED DISPOSITIVE POWER
					2,011,577 (see Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,011,577 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		4.9% (see Item 4)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN; HC

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          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.

(c)

Number of shares as to which the Reporting Person have:

(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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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

          Date: February 14, 2011

		IROQUOIS CAPITAL MANAGEMENT L.L.C.
		By:		/s/ Joshua Silverman
				Joshua Silverman, Authorized Signatory
		/s/ Joshua Silverman
		Joshua Silverman
		/s/ Richard Abbe
		Richard Abbe

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