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2: EX-21 Subsidiaries of the Registrant HTML 5K
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5: EX-99.3 Miscellaneous Exhibit HTML 5K
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NACEL
ENERGY CORPORATION
(Exact
name of Registrant as specified in its charter)
WYOMING
4911
20-4315791
(State
or other Jurisdiction of
(Standard
Industrial
(I.R.S.
Employer
Incorporation
or Organization)
Classification
Code Number)
Identification
No.)
Nacel
Energy Corporation
627
Sterling Dr.
Cheyenne,
Wyoming
82009
(Name
and address of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code: 307-461-4221
Approximate
date of commencement of Proposed sale to the public: as soon as practicable
after the effective date of this Registration Statement.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. o
In
accordance with Rule 416(a), the registrant is also registering hereunder
an indeterminate number of shares that may be issued and resold resulting
from stock splits, stock dividends or similar
transactions.
(2)
Estimated
in accordance with Rule 457(c) of the Securities Act of 1933 solely
for
the purpose of computing the amount of the registration fee based
on
recent prices of private
transactions.
(3)
Calculated
under Section 6(b) of the Securities Act of 1933 as .0000307 of the
aggregate offering price.
(4)
Represents
shares of the registrant’s common stock being registered for resale that
have been issued or will be issued to the selling shareholders named
in
this registration statement.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A),
MAY
DETERMINE.
We
are
offering up to 400,000 shares of common stock at a price of $0.10 per share.
This is a best effort, direct public offering being made without the involvement
of any broker-dealers. There is no minimum offering. Funds will not be held
in a
separate escrow or similar account and will be available for use by us upon
receipt. In the event the shares are not sold within 270 days, at our sole
discretion, we may extend the offering for an additional 90 days.
In
addition to our direct offering, we are also registering 120,000 shares
underlying an outstanding Warrant to be sold by a selling shareholder. The
Warrant may be exercised at any time until September 1, 2010 at a price of
$.50
per share.
There
are
no underwriting commissions involved in this offering. We have agreed to pay
all
the costs of this offering. Selling shareholders will pay no offering
expenses.
Prior
to
this offering, there has been no market for our securities. Our common stock
is
not now listed on any national securities exchange, the NASDAQ stock market,
or
the OTC Bulletin Board. There is no guarantee that our securities will
ever trade on the OTC Bulletin Board or other exchange.
This
offering is highly speculative and these securities involve a high degree of
risk and should be considered only by persons who can afford the loss of their
entire investment. See “Risk Factors” beginning on page 9.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is _________________ , 2007.
You
should carefully read all information in the prospectus, including the financial
statements and their explanatory notes, under the Financial Statements prior
to
making an investment decision.
Organization
We
were
incorporated on February 7, 2006 under the laws of the state of Wyoming as
Zephyr Energy Corporation. We changed our name to Nacel Energy Corporation
on
April 3, 2007. On July 1, 2006 we acquired 100% of the shares of 0758817 BC
LTD
and established a Canadian subsidiary. Our principal offices are located at
627
Sterling Drive, Cheyenne, Wyoming82009. Our telephone number is
307-461-4221
Proposed
Business
We
intend
to become a wind and hydro electric energy generation company. We intend to
identify and evaluate the economic feasibility and resource potential of wind
and hydro properties, predominantly in the States of Montana, Wyoming, Colorado,
New Mexico, Texas, and in Canada, for the purposes of developing commercial
scale wind and hydro turbine projects. We intend to participate in these
projects with development partners and receive revenue from the sale of electric
energy through our working interests in the partnerships. As of the time of
this
filing, we have not identified any suitable properties, project opportunities
or
development partners.
We
are a
development stage company that has generated no revenues from operations since
our incorporation on February 7, 2006. We have incurred losses since our
inception, have no operations and rely upon the sale of our securities and
funds
provided by management to cover expenses. In addition, our independent
accountant has issued an opinion indicating that there is substantial doubt
about our ability to continue as a going concern.
Since
our
inception, we have been primarily engaged in business planning activities,
including researching wind and hydro energy technologies, developing our
economic models and financial forecasts, performing due-diligence regarding
potential development partners, investigating wind and hydro electric energy
properties and project opportunities and raising capital.
Prior
to
generating any revenue from operations, we must complete the following
steps:
1.
Site
and Development Partner Identification and Agreement
2.
Due
Diligence Data Collection to Determine Site Suitability
3.
Complete
and Secure Approval of an Environmental Assessment
4.
Enter
into Power Purchase Agreements
5.
Finalize
Land Use or Acquisition Terms with Government or Private Land
Owner
6.
Develop
Access Roads to Our Site
7.
Complete
Interconnection Studies Concerning Connection with Power
Grid
We
have
not completed the work required on these steps. Additional financing must be
obtained by us and our development partners to implement our business plan.
There is no assurance that financing to cover the costs of implementing our
business plan can be obtained.
The
Offering
Securities
Offered
We
are offering up to 400,000 shares of common stock at a price of $0.10
per
share. This is a best effort, direct public offering being made without
the involvement of any broker-dealers. There is no minimum offering.
Funds
will not be held in a separate escrow or similar account and will
be
available for use by us upon receipt.
In
addition to our direct offering, we are also registering 120,000
shares
underlying an outstanding Warrant to be sold by a selling shareholder.
The
Warrant may be exercised at any time until September 1, 2010 at a
price of
$.50 per share.
Offering
Period
The
shares in the direct offering are being offered for a period not
to exceed
270 days, unless extended by our Board of Directors for an additional
90
days.
Net
Proceeds/Use of Proceeds
The
net proceeds of our direct offering of the shares will be $40,000
and are
expected to be used for expenses related to this initial public offering.
Proceeds of the exercise of the Warrant are $60,000 and are expected
to be
used for expenses related to raising additional capital and operating
expenses. See “Use of Proceeds.”
Number
of Shares Outstanding
Before the Offering
There
are 550,000 shares outstanding as of May 1, 2007.
Number
of Shares Outstanding
After the Offering
1,070,000
assuming sale of all of the Shares offered by us and Shares offered
by the
Selling Stockholders upon full exercise of the Warrant
To
be
quoted on the OTC Bulletin Board, a market maker must file an application on
our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this registration statement,
no
filing has been made. The current absence of a public market for our common
stock may make it more difficult for you to sell shares of our common stock
that
you own.
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements
and
their explanatory notes before making an investment decision.
In
addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock.
We
have
determined our current operating funds are not sufficient to complete our
intended business objectives. As of March 31, 2007, we had cash on hand in
the
amount of approximately $20,258. The net proceeds of our direct offering of
the
shares are estimated at $40,000 and are expected to be used for expenses related
to this initial public offering. Proceeds of the exercise of the Warrant are
$60,000 and are expected to be used for expenses related to raising additional
capital and our operating expenses. We will have to allocate additional capital
for our share of the development costs of any wind or hydro project we enter
into. Our current cash on hand will not cover these costs. We will therefore
need to raise additional capital in order to cover the costs of implementing
our
business plan.
We
do not
currently have any arrangements for financing and may not be able to find such
financing if required. We currently do not have any operations and we have
no
income.
The
most
likely sources of future funds that will be available to us are through debt
financing and through the sale of equity capital. We will only be able to secure
debt financing for project development if we are able to prove that a wind
or
hydro project would be economically feasible to develop and
operate.
We
do not
have any arrangements in place for debt financing or the sale of our
securities.
We
have
not yet commenced business operations and accordingly, we have no way to
evaluate the likelihood that our business will be successful. We were
incorporated on February 7, 2006 and to date have been involved primarily in
business planning activities, including researching wind and hydro energy
technologies, developing our economic models and financial forecasts, performing
due-diligence regarding potential development partners, investigating wind
and
hydro electric energy properties and project opportunities and raising capital.
Potential
investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure of such enterprises.
Prior to earning revenue from operations, of which there is no assurance, we
will likely incur costs of at least $2,000,000. We therefore expect to incur
significant losses in the foreseeable future. If we are unable to find
development partners, obtain an interest in a suitable property and erect a
wind
or hydro turbine on it, we will not earn profits or be able to continue
operations.
We
have
incurred losses since our inception. Further losses are anticipated in the
development of our business. As a result, there is substantial doubt about
our
ability to continue as a going concern. Our ability to continue as a going
concern is dependent upon our ability to generate profitable operations in
the
future and/or to obtain the necessary financing to meet our
obligations
and repay our liabilities arising from normal business operations when they
come
due. If we cannot raise additional capital to meet our obligations, we will
be
insolvent and will cease business operations.
We
anticipate that we will develop energy generation projects only with development
partners. As of the date of this filing, we have not entered into a formal
agreement with any development partners to study, develop or operate a specific
project.
Even
if
we are able to reach an agreement with a development partner, we may not be
able
to obtain the financing necessary to complete the project. If we are unable
locate suitable development partners or to develop an economically viable
project, our business will fail.
We
have
not entered into an agreement to place monitoring equipment on a specific
property to determine whether it possesses a commercial wind or hydro resource
to justify the erection of wind or hydro turbines. A wind resource on a property
is measured by erecting a meteorological tower at the intended location that
determines wind speeds and variances over the course of a year. A water resource
is demonstrated by placing an acoustic current measuring device that determines
water flows and variances at the intended location over the course of a year.
Even
if
we are able to determine that a commercial wind or hydro resource exists, we
do
not have the funds currently and may not be able to obtain the financing
necessary in the future to complete its lease or purchase. If we are unable
to
acquire a suitable property interest with commercial wind or hydro resource
potential, our business will fail.
Unless
we
can arrange additional financing, the success of our business plan is dependent
upon demonstrating a commercial wind or water resource from data retrieved
only
from a single or very limited number of locations. If we cannot successfully
demonstrate a commercial wind or water resource on any property we locate our
business plan will fail.
Changes
in weather patterns may affect our ability to operate a wind or water electric
energy project on any property we acquire. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Similarly, water flow data that we collect may differ from the
actual results when water power turbines are installed. Changing global
environmental and weather conditions may also affect the reliability of the
data
relating to a property.
Any
wind
or water resource that we develop, no matter where it is located, would be
subject to variations in wind or water and changes in worldwide climatic
conditions. Sudden or unexpected
changes
in environmental and meteorological conditions could reduce the productivity
of
our wind or water projects. Climatic weather patterns, whether seasonal or
for
an extended period of time, resulting in lower, inadequate and/or inconsistent
wind speed or water to propel the wind or water turbines may render our projects
incapable of generating adequate, or any, electric energy.
In
order
to erect wind or hydro electric turbines on a property, we must excavate
portions of the land and install concrete and mechanical structures. Before
we
commence this, we will need to obtain environmental and municipal permits from
the government and the town responsible for the property interest we acquire.
Depending on environmental impact, our proposed land disturbance may be
unacceptable to these government bodies. In addition, the wind or hydro electric
turbines themselves may be seen to have a negative impact on the environment
or
the aesthetics of the region. These factors may prevent us from obtaining
necessary permits. In such circumstances, we would be forced to abandon our
business plan.
Even
if
we demonstrate a significant wind or water resource on a property we locate
and
that we obtain an interest in, we may not be able to secure a purchaser for
any
electricity that we produce on acceptable terms. Without a purchaser for
electricity that we potentially produce from a wind or hydro turbine project,
we
will not be able to proceed with our business plan.
Our
officers and director, Murray Fleming and Brian Lavery, will own approximately
57.9% of the outstanding shares of our common stock assuming sale of all shares
of stock by us and no exercise of the selling stockholder’s Warrant.
Accordingly, they will have a significant influence in determining the outcome
of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. They
will also have the power to influence a change in control. The interests of
our
officers and director may differ from the interests of the other stockholders
and thus result in corporate decisions that are disadvantageous to other
shareholders.
While
management has training and experience in project estimating, cost accounting,
scheduling and construction management in the field of hydro electric energy
development, management does not have technical training in the field of wind
energy operations. As a result, we may not be able to recognize and take
advantage of opportunities in the in the wind energy sector without the aid
of
qualified consultants. As well, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in the wind energy industry. Management’s decisions and choices may not
be well thought out and our operations, earnings and ultimate financial success
may suffer irreparable harm as a result.
Upon
the
effectiveness of our registration statement, we will be required to file
periodic reports with the Securities & Exchange Commission, including
financial statements and disclosure regarding changes in our operations. We
anticipate that we will incur approximately $25,000 per year in order to comply
with these reporting requirements. As our operations become more complex, it
is
anticipated that these costs will increase. These compliance costs will be
charged to operations and will negatively impact our ability to attain
profitable operations.
We
currently have no employees other than Messrs. Fleming and Lavery. In his
capacity as Secretary/Treasurer/Director, Mr. Fleming’s time is split between
his position of owner of The National Shareholder Services Company and Before
The Bell Publishing LLC, to which he currently devotes 20 hours per week, and
Secretary, Treasurer and Director of Nacel Energy Corporation, to which he
currently devotes 30 hours per week. He anticipates that during the next 12
months he will devote approximately 70% of his time to our business. Mr.
Lavery’s time is split between his position of project controls specialist with
Fluor Corporation, to which he currently devotes 40 hours per week, and his
position of President of Nacel Energy Corporation, to which he currently devotes
8 hours per week. He anticipates that during the next 12 months he will devote
approximately 20% of his time to our business. Messrs. Fleming and Lavery may
not be able to devote the time necessary to our business to assure successful
implementation of our business plan.
The
success of our business is dependent upon the expertise of management, Mr.
Murray Fleming and Mr. Brian Lavery. Because Mr. Murray Fleming and Mr. Brian
Lavery are essential to our operations, you must rely on their management
decisions. We have not obtained any key person life insurance relating to them.
If we lose their services, we may not be able to hire and retain other
management with comparable experience. As a result, the loss of Mr. Murray
Fleming’s or Mr. Brian Lavery’s services could reduce our revenues.
We
are
not registered on any public stock exchange. There is presently no demand for
our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
effectiveness of our Registration Statement and apply to have the shares quoted
on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information
in over-the-counter (OTC) securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC. Market makers are not permitted
to
begin quotation of a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent
in
their required filings will be removed following a 30 or 60 day grace period
if
they do not make their required filing during that time. As of the date of
this
filing, we have engaged in discussions
with
Spartan Securities Group LLC concerning the filing of Form 211 with the NASD
to
qualify our securities for quotation on the OTCBB. We cannot guarantee that
this
application will be accepted or approved and our stock listed and quoted for
sale or that a future trading market for our securities may not develop. If
no
market is ever developed for our common stock, it will be difficult for you
to
sell any shares you purchase in this offering. In such a case, you may find
that
you are unable to achieve any benefit from your investment or liquidate your
shares without considerable delay, if at all. In addition, if we fail to have
our common stock quoted on a public trading market, your common stock will
not
have a quantifiable value and it may be difficult, if not impossible, to ever
resell your shares, resulting in an inability to realize any value from your
investment. Restrictions on the sale of our stock as a Penny Stock may limit
your ability to resell or a prospective purchaser to purchase any shares you
acquire in this offering.
Under
the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth
in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:
·
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the
penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
·
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the securities;
·
Send
monthly statements disclosing recent price information pertaining
to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks; and
·
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock transaction
in the
customer's account.
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market
and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders
will,
in all likelihood, find it difficult to sell their securities.
All
of
550,000 shares of our common stock held by affiliates are restricted securities
under Rule 144 of the Securities Act of 1933. None of our shares held by
affiliates are currently eligible for resale until 90 days after the effective
date of this registration statement. In general, persons holding restricted
securities, including affiliates, must hold their shares for a period of at
least one year, may not sell more than one percent of the total issued and
outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. These restrictions do
not
apply to resales under Rule 144(k). The availability for sale of substantial
amounts of common stock under Rule 144 could reduce prevailing market prices
for
our securities.
We
do not
have an audit or compensation committee comprised of independent directors.
Indeed, we do not have any audit or compensation committee. These functions
are
performed by the board of directors as a whole. The sole member of the board
of
directors is not an independent director. Thus, there is a potential conflict
in
that board members who are management will participate in discussions concerning
management compensation and audit issues that may affect management
decisions.
Special
Information Regarding Forward Looking Statements
Some
of
the statements in this prospectus are “forward-looking statements.” These
forward-looking statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under “Risk Factors.”
The words “believe,”“expect,”“anticipate,”“intend,”“plan,” and similar
expressions identify forward-looking statements. We caution you not to place
undue reliance on these forward-looking statements. We undertake no obligation
to update and revise any forward-looking statements or to publicly announce
the
result of any revisions to any of the forward-looking statements in this
document to reflect any future or developments. However, the Private Securities
Litigation Reform Act of 1995 is not available to us as a penny stock issuer
and
thus we may not rely on the statutory safe harbor from liability for
forward-looking statements. Further, Section 27A(b)(2)(D) of the Securities
Act
and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that
the
safe harbor for forward looking statements does not apply to statements made
in
connection with this offering.
We
will
not receive any proceeds from the sale of shares offered by the selling
shareholders.
The
net
proceeds of our direct offering of the shares will be $40,000, and are expected
to be used for expenses related to this initial public offering. Proceeds of
the
exercise of the Warrant are $60,000 and are expected to be used for expenses
related to raising additional capital and our operating expenses.
No
proceeds will be paid as compensation to officers and
directors.
The
price
of the shares we are offering was arbitrarily determined by us. The offering
price bears no relationship whatsoever to our assets, earnings, book value
or
other criteria of value. Among the factors considered were:
As
of
March 31, 2007, the net tangible book value of our shares of Common Stock was
$(26,873) or approximately $(.05) per share based upon 550,000 shares
outstanding. The tables below assume the sale of all stock now owned by selling
stockholders no exercise of the Warrants.
Upon
completion of our direct offering, in the event all of the shares are sold,
the
net tangible book value of the 950,000 shares to be outstanding will be $13,127,
or approximately $0.01 per share. The amount of dilution you will incur will
be
$0.09
per
share. The net tangible book value of the shares held by our existing
shareholder will be increased by $0.06 per share without any additional
investment on their part. You will incur an immediate dilution from $0.10 per
share to $0.01 per share. After completion of this offering, the new
shareholders will own approximately 42.1% of the total number of shares then
outstanding for which they will have made a cash investment of $40,000, or
$.10
per share. Our existing shareholders (assuming they don’t sell any shares) will
own approximately 57.9% of the total number of shares then outstanding, for
which they have made contributions of cash, totaling $0, or $0.00 per share
upon
formation of the company.
The
following table compares the differences of your investment in our shares with
the investment of our existing stockholders.
Existing
stockholders if all of the shares are sold:
The
selling shareholder named below is selling securities. The table assumes that
all of the securities will be sold in this offering. However, any or all of
the
securities listed below may be retained by the selling shareholder, and
therefore, no accurate forecast can be made as to the number of securities
that
will be held by the selling shareholder upon termination of this offering.
This
selling shareholder acquired the warrant by purchase in a single private
placement exempt from registration under section 4(2) of the Securities Act
of
1933 in April 2007. We believe that the selling shareholder listed in the table
has sole voting and investment powers with respect to the securities indicated.
The selling shareholder is not a broker-dealer or affiliate of a broker-dealer.
The selling shareholder does not have any relationship with us. To the extent
that any successor(s) to the named selling shareholder below wishes to sell
under this prospectus, we must file a prospectus supplement identifying such
successors as selling shareholders.
Name
Total
Shares Owned
Total
Shares under Warrant
Shares
Registered
Percentage
Before Offering (1)
Percentage
After Offering (2)
Relationship
to
us
Diana
Sanchez;
Real
Capital Management,SA.
0
120,000
120,000
0
0
None
[1]
Calculation
excludes exercise of warrant.
[2]
Assuming
sale of all shares registered hereunder assuming full exercise of
warrant.
We
are
offering up to 400,000 shares of common stock on a direct public offering,
without any involvement of underwriters or broker-dealers, on a “best effort,”
no minimum basis. The offering price is $.10 per share. The shares are being
offered for a period not to exceed 270 days, unless extended by our Board of
Directors for an additional 90 days.
We
will
sell the shares in this offering through Brian Lavery, President, and Murray
Fleming, Secretary/Treasurer. They will receive no commission from the sale
of
the shares. They will not register as broker-dealers under Section 15 of the
Exchange Act in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering
of the issuer's securities and not be deemed to be a broker-dealer. The
conditions are that:
1.
The
person is not statutorily disqualified, as that term is defined in
Section
3(a)(39) of the Exchange Act, at the time of his participation; and,
2.
The
person is not compensated in connection with his or her participation
by
the payment of commissions or other remuneration based either directly
or
indirectly on transactions in
securities;
3.
The
person is not at the time of their participation, an associated person
of
a broker-dealer; and,
4.
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1
of the
Exchange Act, in that he or she (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties
for or
on behalf of the issuer otherwise than in connection with transactions
in
securities; and (B) is not a broker or dealer, or an associated person
of
a broker or dealer, within the preceding 12 months; and (C) does
not
participate in selling and offering of securities for any issuer
more than
once every 12 months other than in reliance on Paragraphs (a)(4)(i)
or
(a)(4)(iii).
Our
President and Secretary/Treasurer are not statutorily disqualified, are not
being compensated, and are not associated with a broker-dealer. They are and
will continue to be our President and Secretary/Treasurer at the end of the
offering and have not been during the last twelve months, and are currently
not,
broker-dealers or associated with a broker-dealer. They have not during the
last
twelve months and will not in the next twelve months offer or sell securities
for another corporation.
Only
after our Prospectus is declared effective by the Securities and Exchange
Commission, do we intend to distribute this Prospectus to potential investors
through personal meetings with persons know to management. We will not utilize
the Internet to advertise our offering.
Section
15(g) of the Exchange Act
Our
shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through
15g-6 promulgated thereunder. They impose additional sales practice requirements
on broker-dealers
who
sell
our securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses).
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker-dealer transactions in penny stocks unless the
broker-dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock transaction unless the broker-dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker-dealers from completing penny stock transactions for
a
customer unless the broker-dealer first discloses to the customer the amount
of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker-dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of
or
prior to the transaction, information about the sales persons compensation.
Rule
15g-6 requires broker-dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker-dealers to approved the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment
is
suitable for the investor; deliver to the customer a written statement for
the
basis for the suitability determination; notify the customer of his rights
and
remedies in cases of fraud in penny stock transactions; and, the NASD’s toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker-dealers and their associated persons.
The
application of the penny stock rules may affect your ability to resell your
shares.
Offering
Period and Expiration Date
This
offering will start on the date this prospectus is declared effective and
continue for a period of up to 180 days, and an additional 90 days, if so
elected by our Board of Directors.
Procedures
for Subscribing
If
you
decide to subscribe for any shares in this offering, you must
1.
Execute
and deliver a share subscription agreement; and
2.
Deliver
a check or certified funds to us for acceptance or
rejection.
All
checks for subscriptions must be made payable to Nacel Energy
Corporation.
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
Sales
by a Selling Stockholder
We
are
also registering an additional 120,000 shares of common stock underlying a
warrant, held by a selling stockholder. We do not anticipate that the selling
shareholder will acquire the shares underlying this warrant until our shares
are
quoted on the OTC Bulletin Board and will be sold thereafter at prevailing
market prices or privately negotiated prices. We will not receive proceeds
from
the sale of shares from the selling shareholder.
The
securities offered by this prospectus will be sold by the selling shareholder.
We are not aware of any underwriting arrangements that have been entered into
by
the selling shareholder. The distribution of the securities by the selling
shareholder may be effected in one or more transactions that may take place
in
the over-the-counter market, including broker's transactions or privately
negotiated transactions.
The
selling shareholder may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities
may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholder, the pledge in such
loan
transaction would have the same rights of sale as the selling shareholder under
this prospectus. The selling shareholder may also enter into exchange traded
listed option transactions, which require the delivery of the securities listed
under this prospectus. After our securities are qualified for quotation on
the
over the counter bulletin board, the selling shareholder may also transfer
securities owned in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have
the
same rights of sale as such selling shareholder under this
prospectus.
In
addition to the above, the selling shareholder will be affected by the
applicable provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales
of
any of the securities by the selling shareholder or any such other person.
We
have instructed the selling shareholder that they many not purchase any of
our
securities while they are selling shares under this registration
statement.
Upon
this
registration statement being declared effective, the selling shareholder may
offer and sell shares from time to time until all of the shares registered
are
sold; however, this offering may not extend beyond two years from the initial
effective date of this registration statement.
There
can
be no assurances that the selling shareholder will sell any or all of the
securities. In various states, the securities may not be sold unless these
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
All
of
the foregoing may affect the marketability of our securities. Pursuant to oral
promises we made to the selling shareholder, we will pay all the fees and
expenses incident to the registration of the securities.
Should
any substantial change occur regarding the status or other matters concerning
the selling shareholders, or us we will file a post-effective amendment to
this
registration statement disclosing such matters.
Should
any substantial change occur regarding the status or other matters concerning
the selling shareholders or us, we will file a post-effective amendment
disclosing such matters.
OTC
Bulletin Board Considerations
To
be
quoted on the OTC Bulletin Board, a market maker must file an application on
our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this prospectus, no filing has
been made. Based upon our counsel’s prior experience, we anticipate that after
this registration statement is declared effective, it will take approximately
2
- 8 weeks for the NASD to issue a trading symbol.
The
OTC
Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ
has
no business relationship with issuers of securities quoted on the OTC Bulletin
Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities,
do not apply to securities quoted on the OTC Bulletin Board.
Although
the NASDAQ stock market has rigorous listing standards to ensure the high
quality of its issuers, and can delist issuers for not meeting those standards,
the OTC Bulletin Board has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application, and is
obligated to comply with keeping information about the issuer in its files.
The
NASD cannot deny an application by a market maker to quote the stock of a
company. The only requirement for inclusion in the bulletin board is that the
issuer be current in its reporting requirements with the SEC.
Although
we anticipate listing on the OTC Bulletin board will increase liquidity for
our
stock, investors may have greater difficulty in getting orders filled because
it
is anticipated that if our stock trades on a public market, it initially will
trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be
filled at a price much different than expected when an order is placed. Trading
activity in general is not conducted as efficiently and effectively as with
NASDAQ-listed securities.
Investors
must contact a broker-dealer to trade OTC Bulletin Board securities. Investors
do not have direct access to the bulletin board service. For bulletin board
securities, there only has to be one market maker.
Bulletin
board transactions are conducted almost entirely manually. Because there are
no
automated systems for negotiating trades on the bulletin board, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders - an
order to buy or sell a specific number of shares at the current market price
-
it is possible for the price of a stock to go up or down significantly during
the lapse of time between placing a market order and getting execution.
Because
bulletin board stocks are usually not followed by analysts, there may be lower
trading volume than for NASDAQ-listed securities.
Pursuant
to NASD Rule 2710(b)(1), Rule 2710(b)(6), and Notice to Members 88-101, the
maximum compensation to NASD member firms will not exceed 8% of the maximum
proceeds. No NASD member firm has been retained by us or any Selling Stockholder
to act in any capacity in connection with this offering. The NASD Market Maker
who files the Form 211 will make all appropriate filings with the NASD before
selling any securities for the account of any Selling Shareholder.
The
board
of directors elects our executive officers annually. A majority vote of the
directors who are in office is required to fill vacancies. Each director shall
be elected for the term of one year, and until his successor is elected and
qualified, or until his earlier resignation or removal. Our directors and
executive officers are as follows:
Name
Age
Position
Murray
S. Fleming
44
Secretary,
Treasurer and Director
Brian
M. Lavery
45
President
Murray
S.
Fleming joined Nacel Energy on February 9th
2006
and
is currently Secretary, Treasurer And Director. From May 2005 to July 2005,
he
was president and chief executive officer of Iguana Ventures an exploration
stage company engaged in the acquisition and exploration of resource properties.
From February 2005 to present, he has been the owner of the National Shareholder
Services Company and Before The Bell Publishing LLC, organizations which provide
investor relations and communications services to energy and resource companies.
From July 2004 to January 2005, he was a business development executive with
Skyline Investor Relations, an organization which provides investor relations
and communications services to energy and resource companies. From November
2003
to June 2004, he was a business development executive with Telus, an
organization which provides data and telecommunications networks. From August
2000 to September 2003, he was a business development executive with BCE, an
organization which provides data and telecommunications networks. In 1986,
he
earned a Bachelor of Arts in Economics & Environmental Studies from the
University of Victoria.
Brian
M
Lavery joined Nacel Energy on February 9th
2006
and
is currently President. From February 2003 to present, he has been project
controls specialist with Fluor Corporation, an organization which provides
commercial and industrial engineering, construction and project management
services. From May 2004 to November 2004, he was project manager with FRPD
Limited, an organization which provides in marine engineering, construction
and
project management services. From October 2002 to March 2004, he was commercial
manager, industrial construction with Walter Bau AG, an organization
specializing in commercial and industrial engineering, construction and project
management. During his tenure he was assigned to the 3.8mW Mears Creek “run of
river” hydro-electric energy project. In 1989, he was industrial project manager
with Cana Limited, an organization which provides commercial and industrial
engineering, construction and project management services. During his tenure
he
was assigned to the 2730mW GM Shrum hydro-electric energy turbine retro-fit
project. In 2001, he
earned
a
Master’s degree in Business Administration from Simon Fraser University. In
1987, he earned a Bachelor of Arts in Economics from the University of British
Columbia. In 1984, he received his card in the International Association of
Machinists.
Mr.
Fleming’s time is split between his position of owner of The National
Shareholder Services Company and Before The Bell Publishing LLC, to which he
currently devotes 20 hours per week, and Secretary, Treasurer and Director
of
Nacel Energy Corporation, to which he currently devotes 30 hours per week.
Mr.
Lavery’s time is split between his position of project controls specialist with
Fluor Corporation, to which he currently devotes 40 hours per week, and his
position of president of Nacel Energy Corporation, to which he currently devotes
8 hours per week.
Family
Relationships
There
are
no family relationships among our officers or directors.
Legal
Proceedings
No
officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last five years in any of the
following:
·
Any
bankruptcy petition filed by or against any business of which such
person
was a general partner or executive officer either at the time of
the
bankruptcy or within two years prior to that
time;
·
Any
conviction in a criminal proceeding or being subject to a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
·
Being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting
his
involvement in any type of business, securities or banking activities;
and
·
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated
a
federal or state securities or commodities law, and the judgment
has not
been reversed, suspended, or
vacated.
The
following tables set forth the ownership, as of the date of this prospectus,
of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. There are not any pending or anticipated
arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities
and
Exchange Commission and is not necessarily indicative of ownership for any
other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of
a
security if that person has or shares the power to vote or direct the voting
of
the security or the power to dispose or direct the disposition of the
security.
A
person
is deemed to own beneficially any security as to which such person has the
right
to acquire sole or shared voting or investment power within 60 days through
the
conversion or exercise of any convertible security, warrant, option or other
right. More than one person may be deemed to be a beneficial owner of the same
securities. The percentage of beneficial ownership by any person as of a
particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days,
by
the sum of the number of shares outstanding as of such date plus the number
of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable common share property laws, we believe
that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address of
the
shareholders set forth below is 232 South Jefferson Street, Sheridan, Wyoming82801.
Name
Total
Shares Owned
Percentage
Before Offering (1)
Percentage
After Offering (2)
Murray
Fleming
500,000
90.9
52.6
Brian
Lavery
50,000
9.1
5.3
All
executive officers and directors as a group [2 persons]
550,000
100
57.9
[1]
Calculation
excludes exercise of warrant.
[2]
Assuming
sale of all shares registered hereunder but assumes no exercise of
warrant.
This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property
laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 550,000 shares of common stock outstanding as of March 31,2007.
The
following description as a summary of the material terms of the provisions
of
our Articles of Incorporation and Bylaws. The Articles of Incorporation and
Bylaws have been filed as exhibits to the registration statement of which this
prospectus is a part.
Common
Stock
We
are
authorized to issue 5 million shares of stock of which 5 million are designated
common stock with $.001 par value per share. As of the date of this registration
statement, there were 550,000 shares of common stock issued and outstanding
held
by 2 shareholders of record.
Each
share of common stock entitles the holder to one vote, either in person or
by
proxy, at meetings of shareholders. The holders are not permitted to vote their
shares cumulatively. Accordingly, the shareholders of our common stock who
hold,
in the aggregate, more than fifty percent of the total voting rights can elect
all of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled
to
vote thereon is sufficient to authorize, affirm, ratify or consent to such
act
or action, except as otherwise provided by law.
Holders
of common stock are entitled to receive ratably such dividends, if any, as
may
be declared by the Board of Directors out of funds legally available. We have
not paid any dividends since our inception, and we presently anticipate that
all
earnings, if any, will be retained for development of our business until our
fiscal year 2008-9 at which time we intend to declare a dividend. Any future
declaration of dividends will be at the discretion of our Board of Directors
and
will depend upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other factors.
Holders
of our common stock have no preemptive rights or other subscription rights,
conversion rights, redemption or sinking fund provisions. Upon our liquidation,
dissolution or winding up, the holders of our common stock will be entitled
to
share ratably in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other liabilities. There
are not any provisions in our Articles of Incorporation or our Bylaws that
would
prevent or delay change in our control.
The
financial statements for the year ended March 31, 2007 and the periods from
February 7, 2006 (inception) through March 31, 2006 and March 31, 2007 included
in this prospectus have been audited by Malone
& Bailey, P.C. which
are
independent registered certified public accountants, to the extent and for
the
periods set forth in its report and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
Our
Bylaws, subject to the provisions of Wyoming law, contain provisions which
allow
the corporation to indemnify any person against liabilities and other expenses
incurred as the result of defending or administering any pending or anticipated
legal issue in connection with service to us if it is determined that person
acted in good faith and in a manner which he reasonably believed was in the
best
interest of the corporation. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our directors, officers
and
controlling persons, we have been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
We
were
incorporated on February 7, 2006 under the laws of the state of Wyoming as
Zephyr Energy Corporation. We changed our name to Nacel Energy Corporation
on
April 3, 2007. On July 1, 2006 we acquired 100% of the shares of 0758817 BC
LTD
and established a Canadian subsidiary. Our principal offices are located at
627
Sterling Drive, Cheyenne, Wyoming82009. Our telephone number is
307-461-4221.
We
intend
to become a wind and hydro electric energy generation company. We intend to
identify and evaluate the economic feasibility and resource potential of wind
and hydro properties, predominantly in the States of Montana, Wyoming, Colorado,
New Mexico, Texas and in Canada, for the purposes of developing commercial
scale
wind and hydro turbine projects. We intend to participate in these projects
with
development partners and receive revenue from the sale of electric energy
through our working interests in the partnerships. As of the time of this
filing, we have not identified any suitable properties, project opportunities
or
development partners.
We
are a
development stage company that has generated no revenues from operations since
our incorporation on February 7, 2006. We have incurred losses since our
inception, have no operations and rely upon the sale of our securities and
funds
provided by management to cover expenses. In addition, our independent
accountant has issued an opinion indicating that there is substantial doubt
about our ability to continue as a going concern.
Since
our
inception, we have been primarily engaged in business planning activities,
including researching wind and hydro energy technologies, developing our
economic models and financial forecasts, performing due-diligence regarding
potential development partners, investigating wind and hydro electric energy
properties and project opportunities and raising capital.
Prior
to
generating any revenue from operations, we must first enter into an agreement
with a development partner and locate and obtain an interest in a property
with
potential for a commercial wind or hydro electric energy project. Then, we
must
perform a detailed study of the wind and hydro resource of that property and
if
that resource study is positive we must complete a detailed construction cost
estimate. If that cost estimate determines that exploiting the resource on
the
property is economically feasible, we must then obtain the necessary capital
to
construct the project. If sufficient wind or hydro resources exist and the
construction estimate is economic and we obtain the necessary capital to
construct the project, we must still further negotiate and execute an agreement
for the purchase of the electric energy generated by the wind or hydro turbines
to be constructed on the property. Only then, if all of the steps are completed
above, can we obtain the necessary permits and conduct the environmental before
construction takes place and connection to the electrical grid
established.
Additional
financing must be obtained by us and our development partners to implement
our
business plan. There is no assurance that financing to cover the costs of
implementing our business plan can be obtained. We do not have any current
plans
to raise these funds.
Stages
of Development
We
have
identified nine stages of development for our wind and hydro electric energy
projects.
Site
and Development Partner Identification and Agreement — Identify regions
that are economically viable for wind or hydro turbine development
and
development partners that would be appropriate for a particular project.
We would then have to finalize an agreement with a development partner
before proceeding.
2.
Data
Collection — For the wind energy projects this involves location mapping
and wind resource data monitoring and collection using meteorological
instruments. For hydro-electric projects, this involves location
mapping
and water resource data monitoring and collection using acoustical
current
instruments.
3.
Environmental
Assessment — Pursuant to relevant government regulations, wind energy
projects and hydro electric energy projects meeting specified thresholds
must be acknowledged in general by the relevant governmental regulatory
authority. A document containing General Terms is then developed,
in
cooperation with various responsible government agencies, which could
include a process of consultation with the general public. The application
eventually submitted to the relevant authority details sufficient
information on which to fully assess the environmental and social
impact
of the proposed project.
Following
acceptance of the General Terms document, fieldwork and preliminary
design
work are conducted. In general, an application will not be accepted
until
a formal review process commences, at which time all information
required
under the General Terms document to conduct a full assessment has
been
collected and assembled.
4.
Power
Purchase Agreements — At this stage we would respond to Requests for
Proposals issued by utility companies in the area in which the project
is
located in order to obtain power purchase agreements.
5.
Site--Finalization
of land lease or acquisition terms with government or private land
owner
6.
Access
— Wind and hydro electric energy sites permitted to us in general will
be
located in remote areas and require road construction for access.
This
access will be gated to prevent the inappropriate use of the roads
near to
potentially environmentally sensitive areas.
7.
Interconnection
Studies — At this stage, we will retain engineering consultants to conduct
studies on interconnecting our wind or hydro electric energy projects
to
the relevant transmission grid. Each wind power or hydro electric
energy
project requires a separate interconnection study.
8.
Construction
— Once financing arrangements are made, the time allotted for the
construction phase depends on the speed of regulatory permitting,
the rate
of road construction for remote areas and weather conditions. We
estimate
constructing a typical 1.5mW modern wind turbine as part of an overall
project ranges between 18 and 24 months. For run of river hydro electric
energy projects, we estimate construction time at 30
months.
9.
Operation
— This phase of project development involves working with the supplier
of
wind or hydro electric energy turbines to optimize generation performance.
Maintenance schedules and training will be facilitated by the wind
or
hydro turbine manufacturer and us.
We
intend
to carry out all stages of development in conjunction with development partners
and consultants. The environmental assessment process is extremely unpredictable
and accordingly
it
is not
possible at this point to predict if and when we will ever advance beyond the
stage of development indicated in item three above. Accordingly it is not
possible to predict when we will enter the operational stage of development
indicated in item nine above, or when revenues will be generated.
The
Independent Power Generation Industry and Regulation
Regulated
publicly and privately owned utility companies have traditionally dominated
the
North American electricity generation business, using hydroelectric, nuclear
or
fossil fuel facilities to generate electricity. While regulated utilities
continue to dominate the power market in North America, we believe based upon
management’s knowledge of the industry that independent power producers have
acquired greater market share as a consequence of progressive deregulation.
We
believe that environmental concerns, rapid growth in anticipated electric energy
demand, rising electric energy rates, new technologies and growing international
competition in the late 1980s led to government policies designed to encourage
the supply of electric energy from independent power producers. However, the
United States has not signed the Kyoto Protocol, a commitment to develop clean,
renewable energy in order to sustain future energy needs, which may inhibit
our
ability to implement our business plan.
Nonetheless,
we believe that the potential for new projects may be enhanced by the move
to
more deregulated competition in the United States and the ability after partial
deregulation for other electric energy producers to deliver and sell electric
energy to third parties. Certain customers may be interested in purchasing
environmentally friendly or “green” energy and potential sources would include
independent producers such as us.
Competitive
Business Conditions
Several
developers with existing generating facilities and new developers with current
land holdings are engaged in the same business that we intend to
enter.
We
will
be competing with these other independent power producers for new transmission
and supply contracts. As well, we will be competing with traditional coal,
oil
and natural gas fossil fuel producers whom are able to generate and supply
electric energy to customers, generally at a less expensive price to ours and
with existing transmission and supply contracts already in place
Our
competitive advantage will be providing energy generated without greenhouse
gas
emissions associated with traditional fossil fuels, but at a price superior
to
other environmentally friendly sources of energy like solar or bio-fuels.
However, if electricity purchasers are not prepared to pay higher prices for
wind or water generated electric energy than for traditional fossil fuel
generated electric energy, our ability to execute a power purchase agreement
that will result in our profitability will be questionable.
Research
and Development Expenditures
We
have
not incurred any other research or development expenditures since our
incorporation.
We
do not
own, either legally or beneficially, any patents or trademarks.
Employees
We
have
no employees as of the date of this prospectus other than Mr. Murray Fleming,
our secretary/treasurer and sole director and Mr. Brian Lavery, our president,
both of whom devote only part time to our business.
Our
plan
of operations for the twelve months following the date of this prospectus is
to
complete items Number 1 and 2 in our Stages of Development described above
and
to raise additional capital.
Results
of Operations for the Period from Inception through March 31,2007
We
have
earned no revenues from operations from the time of our incorporation on
February 7, 2006 to March 31, 2007. We do not anticipate earning any revenues
from operations until we establish a wind or hydro project on a property, secure
a power purchase agreement and erect turbines on the land or water, of which
there is no guarantee.
We
incurred operating expenses in the amount of $27,227 for the period from our
inception on February 7, 2006 to March 31, 2007. These operating expenses were
comprised of professional fees, including legal and accounting fees, and
administrative expenses.
We
have
not attained profitable operations and are dependent upon obtaining financing
to
complete our business plan.
Liquidity
and Capital Resources.
As
shown
in the accompanying financial statements, Nacel generated a loss of $27,429
for
the year ended March 31, 2007 and has an accumulated deficit of $28,221 and
negative working capital of $26,873 as of March 31, 2007. These conditions
raise
substantial doubt as to Nacel’s ability to continue as a going concern.
Over
the
next 12 months, we anticipate spending $25,000 on administrative costs,
including professional fees and general business expenses, including costs
related to complying with our filing obligations as a reporting
company.
As
our
operations become more complex, it is anticipated that these costs will
increase. We intend to cover these costs from current cash on hand.
Our
cash
on hand, $20,258 as of March 31, 2007, is sufficient to cover only a portion
of
our expenses. We will require additional funding of $120,000 to implement this
Plan of Operations during the next 12 months and at least $2,000,000 additional
funding to implement our full business plan.
Until
such financing is arranged, we will rely on director loans in order to cover
our
costs of operations. Our sole director, Mr. Fleming has indicated that he is
prepared to loan funds to us, but there are no formal arrangements in this
regard. He is not legally obligated to loan funds to us. There is no guarantee
that we will receive such loans.
Our
principal offices are located at 627 Sterling Drive, Cheyenne, Wyoming82009
in
space provided by Mr. Fleming at no cost to us.
We
do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property in insure.
We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
We
have
had the following transactions with our officers and director:
·
The
initial issuance of 500,000 shares of stock to Mr. Murray Fleming
and
50,000 shares of stock to Mr. Brian Lavery upon formation valued
at par
value of $.001 per share for contributed
services
·
An
agreement with Mr. Fleming with respect to an unsecured, no-interest
$250,000 line of credit facility repayable at an unspecified future
date.
Interest is being imputed at Prime plus 2% for a total of $1,025
of
interest expense in the year ended March 31, 2007. $197,551 was available
for borrowing as of March 31, 2007.
Except
for the foregoing, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
·
Any
of our directors or officers;
·
Any
person proposed as a nominee for election as a
director;
·
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
·
Our
promoters, Murray Fleming and Brian Lavery;
or
·
Any
member of the immediate family of any of the foregoing
persons.
There
is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained. A shareholder
in
all likelihood, therefore, will not be able to resell his or her securities
should he or she desire to do so when eligible for public resales. Furthermore,
it is unlikely that a lending institution will accept our securities
as
pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements, or understandings with any person with regard to the
development of a trading market in any of our securities.
Warrant
We
currently have an outstanding warrant to acquire an aggregate of 120,000 shares
of our common stock, at a price of $.50 per share for a 36 month period expiring
September 1, 2010.
Penny
Stock Considerations
Our
shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.
Under
the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth
in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:
·
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the
penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
·
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the securities;
·
Send
monthly statements disclosing recent price information pertaining
to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks; and
·
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock transaction
in the
customer's account.
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market
and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders
will,
in all likelihood, find it difficult to sell their securities.
To
have
our shares of common stock on the OTC Bulletin Board, a market maker must file
an application on our behalf in order to make a market for our common stock.
We
have engaged in preliminary discussions with an NASD Market Maker to file our
application on Form 211 with the NASD, but as of the date of this prospectus,
no
filing has been made. Based upon our counsel's prior experience, we anticipate
that after this registration statement is declared effective, it will take
approximately 2 - 8 weeks for the NASD to issue a trading symbol.
Sales
of our common stock under Rule 144.
Once
this
registration statement is effective, the shares of our common stock being
offered by our selling shareholders will be freely tradable without restrictions
under the Securities Act of 1933, except for any shares held by our
"affiliates," which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.
All
of
550,000 shares of our common stock held by affiliates are restricted securities
under Rule 144 of the Securities Act of 1933. None of our shares held by
affiliates are currently eligible for resale until 90 days after the effective
date of this registration statement. In general, persons holding restricted
securities, including affiliates, must hold their shares for a period of at
least one year, may not sell more than one percent of the total issued and
outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. These restrictions do
not
apply to resales under Rule 144(k). The availability for sale of substantial
amounts of common stock under Rule 144 could reduce prevailing market prices
for
our securities.
Holders
As
of the
date of this registration statement, we had two shareholders of record of our
common stock.
Dividends
It
is the
current intention of the Board of Directors to initiate cash dividend payments
to shareholders in our fiscal year 2008-9. These dividends will be paid from
our
cash resources from which we can pay dividends as permitted by Wyoming law.
If
we do not generate operating cash flow and operate at a profit, including for
reasons set forth in “Risk Factors,” we will have no cash resources with which
to pay these dividends and consequently these dividends may be a return of
capital.
Reports
to Shareholders
As
a
result of this offering, we will become subject to the information and reporting
requirements of the Securities Exchange Act of 1934 and will file periodic
reports, proxy statements, and other information with the Securities and
Exchange Commission through December 31, 2007, assuming this registration
statement is declared effective before that date. By filing a Form 8-A, we
will
continue as a mandatory reporting company and will be subject to the proxy
statement or other information requirements of the 1934 Act.
Where
You Can Find Additional Information
We
have
filed with the Securities and Exchange Commission a registration statement
on
Form SB-2 statement. For further information about us and the shares of common
stock to be sold in
the
offering, please refer to the registration statement and the exhibits and
schedules thereto. The registration statement and exhibits may be inspected,
without charge, and copies may be obtained at prescribed rates, at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The registration statement and other information
filed with the SEC are also available at the web site maintained by the SEC
at
http://www.sec.gov.
Our
management has received no compensation since inception and we have no
agreements in place to pay any compensation to management, although we may
enter
into such agreements in the future.
Board
Compensation
Members
of our Board of Directors do not receive compensation for their services as
Directors.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Nacel
Energy Corporation
(formerly
Zephyr Energy Corporation)
(A
Development Stage Company)
Cheyenne,
Wyoming
We
have
audited the accompanying consolidated balance sheet of Nacel Energy Corporation
as of March 31, 2007 and the related consolidated statements of operations,
stockholders’ equity, and cash flows for the year ended March 31, 2007 and the
periods from February 7, 2006 (inception) through March 31, 2006 and March31,2007. These financial statements are the responsibility of Nacel's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Nacel Energy
Corporation as of March 31, 2007 and the results of operations and cash flows
for the periods described, in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming
that
Nacel will continue as a going concern. As discussed in Note 2 to the financial
statements, Nacel is a development stage company which experienced losses since
inception with no revenues. As discussed in Note 2, those conditions, among
others, raise substantial doubt about Nacel's ability to continue as a going
concern. Management's plans regarding these matters are also described in Note
2. The accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of organization & business.
i)
Organization
We
were
incorporated in the State of Wyoming on February 7, 2006. On March 13th, 2006
we
applied and subsequently received the approval of the Wyoming Secretary of
State
on March 31st,
2006,
to amend Article 5 of our Articles of Incorporation to authorize the issuance
of
an unlimited number of common and preferred shares without further application
to the State as provided for under Wyoming law. Currently, our Board of
Directors has authorized a total of 5 million common shares, of which 550,000
are outstanding, and no preferred shares. We changed our name to Nacel Energy
Corporation (“Nacel”) from Zephyr Energy Corporation on April 3rd,
2007.
ii)
Business
We
intend
to become a wind and hydro electric energy generation company. We intend to
identify and evaluate the economic feasibility and resource potential of wind
and hydro properties, predominantly in the States of Montana, Wyoming, Colorado,
New Mexico, Texas, and in Canada, for the purposes of developing commercial
scale wind and hydro turbine projects. We intend to participate in these
projects with development partners and receive revenue from the sale of electric
energy through our working interests in the partnerships.
Since
our
inception, we have been primarily engaged in business planning activities,
including researching wind and hydro energy technologies, developing our
economic models and financial forecasts, performing due-diligence regarding
potential development partners, investigating wind and hydro electric energy
properties and project opportunities and raising capital.
Basis
of presentation.
The
consolidated financial statements include the accounts of Nacel and its
wholly-owned subsidiary, 0758817 BC LTD. Significant inter-company accounts
and
transactions have been eliminated.
Use
of Estimates.
In
preparing financial statements, management makes estimates and assumptions
that
affect the reported amounts of assets and liabilities in the balance sheet
and
revenue and expenses in the statement of expenses. Actual results could differ
from those estimates.
For
purposes of the statement of cash flows, Nacel considers all highly liquid
investments purchased with an original maturity of three months or less to
be
cash equivalents.
Marketable
Securities.
Investments
include marketable equity securities available for sale at their fair value.
For
the available for sale securities, any unrealized holding gains and losses
are
excluded from operating results and are recognized as other comprehensive income
(loss). The fair values of the securities at period-end are determined based
on
prevailing market prices. During the year management may estimate the fair
value
of securities not regularly traded.
Details
of Nacel's marketable equity securities available for sale as of March 31,2007
are as follows:
Aggregate
fair value
$
5,318
Gross
unrealized holding gains
130
Gross
unrealized holding losses
(357
)
Revenue
Recognition.
Nacel
has
had no revenue since inception.
Income
taxes.
Nacel
recognizes deferred tax assets and liabilities based on differences between
the
financial reporting and tax bases of assets and liabilities using the enacted
tax rates and laws that are expected to be in effect when the differences are
expected to be recovered. Nacel provides a valuation allowance for deferred
tax
assets for which it does not consider realization of such assets to be more
likely than not.
Basic
and diluted net loss per share.
Basic
net
loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted net loss per common share
is computed by dividing the net loss adjusted on an "as if converted" basis,
by
the weighted average number of common shares outstanding plus potential dilutive
securities. For fiscal 2007 and 2006 there were no common stock equivalents
therefore basic and diluted net loss per share are the same.
Stock
Compensation.
Nacel
follows Financial Accounting Standard No. 123R, “Share-Based Payment” as
interpreted by SEC Staff Accounting Bulletin No. 107 for financial accounting
and reporting standards for stock-based employee compensation plans. It defines
a fair value based method of accounting for an employee stock option or similar
equity instrument. There were no options or warrant granted since inception
through March 31, 2007.
Recently
issued accounting pronouncements.
Nacel
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on Nacel’s results of operations, financial position
or cash flow.
As
shown
in the accompanying financial statements, Nacel generated a loss of $27,429
for
the year ended March 31, 2007 and has an accumulated deficit of $28,221 and
negative working capital of $26,873 as of March 31, 2007. These conditions
raise
substantial doubt as to Nacel’s ability to continue as a going concern.
Management is trying to raise additional capital through sales of common stock
and loans. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
NOTE
3 - SHAREHOLDER LINE OF CREDIT
Nacel
entered into an agreement with a shareholder with respect to an unsecured,
no-interest $250,000 line of credit facility repayable at an unspecified future
date. Interest is being imputed at Prime plus 2% for a total of $1,025 of
interest expense in the year ended March 31, 2007. $197,551 was available for
borrowing as of March 31, 2007.
NOTE
4 - COMMITMENTS
Nacel’s
principal office is located in the offices of Nacel’s Treasurer, Secretary and
Director pursuant to a verbal agreement on a rent-free month to month
basis.
NOTE
5 - INCOME TAXES
Nacel
uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.
Nacel
incurred net losses since inception and therefore has no tax liability. The
net
deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $26,608 at
March 31, 2007 and will expire in the years 2026 through 2027.
At
March
31st, 2007 deferred tax assets consisted of the following:
Deferred
tax assets
Net
operating losses
$
3,991
Less:
valuation allowance
(3,991
)
Net
deferred tax asset
$
0
NOTE
6 - EQUITY TRANSACTIONS
At
inception, Nacel issued 550,000 shares of Common Stock at par value to two
founders for reimbursement of $550 of Nacel’s expenses paid by the two founders.
NOTE
7 - SUBSEQUENT EVENT
In
April,
Nacel sold one warrant for 120,000 shares of common stock with an exercise
price
of $.50 per share for $12 cash. The warrants expire in September 2010 and vest
immediately.
The
information in this prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION
DATED***,
2007
NACEL
ENERGY CORPORATION
We
are
offering up to 400,000 in a direct public offering, without any involvement
of
underwriters or broker-dealers. There is no minimum offering. The offering
price
is $0.10 per share. In the event the shares are not sold within 270 days, at
our
sole discretion, we may extend the offering for an additional 90 days. There
are
no arrangements to place the funds we raise in an escrow, trust or similar
account.
In
addition to our direct offering, we are registering 120,000 shares underlying
an
outstanding Warrant to be sold by a selling shareholder.
Our
common stock is not now listed on any national securities exchange, the NASDAQ
stock market or the OTC Bulletin Board.
Dealer
Prospectus Delivery Obligation
Until
_________ (90 days from the date of this prospectus) all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
Nacel
Energy has adopted provisions in its articles of incorporation and bylaws that
limit the liability of its directors and provide for indemnification of its
directors and officers to the full extent permitted under the Wyoming General
Business Act. Under Nacel Energy 's articles of incorporation, and as permitted
under the Wyoming General Business Act, directors are not liable to Nacel Energy
or its stockholders for monetary damages arising from a breach of their
fiduciary duty of care as directors. Such provisions do not, however, relieve
liability for breach of a director's duty of loyalty to Nacel Energy or its
stockholders, liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability for transactions
in which the director derived an improper personal benefit or liability for
the
payment of a dividend in violation of Wyoming law. Further, the provisions
do
not relieve a director's liability for violation of, or otherwise relieve Nacel
Energy or its directors from the necessity of complying with, federal or state
securities laws or affect the availability of equitable remedies such as
injunctive relief or rescission.
Our
By-laws provide that the Registrant shall indemnify its directors and officers
to the fullest extent permitted by Wyoming law.
With
regard to the foregoing provisions, or otherwise, we have been advised that
in
the opinion of the Securities and Exchange Commission, such indemnification
is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred
or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses.
We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.
On
February 7, 2006, our inception, there was an initial issuance of 500,000 shares
of stock to Mr. Murray Fleming and 50,000 shares of stock to Mr. Brian Lavery
valued at our par value of $.001 per share for contributed services
On
April
16th
2007, we
issued a warrant to purchase 120,000 shares of our common stock at $0.50
per share, such warrant exerciseable until September 1st
2010.
We
relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances. We believed that Section 4(2) was available because:
o
None
of these issuances involved underwriters, underwriting discounts
or
commissions;
o
We
placed restrictive legends on all certificates issued;
o
No
sales were made by general solicitation or advertising;
o
The
distributions were made only to investors who were accredited or
sophisticated enough to evaluate the risks of the investment, based
upon
the fact that all investors were known to us and had a prior relationship
with us and based upon information provided in subscription
agreements.
In
connection with the above transactions, although some of the investors were
accredited, we provided the following to all investors:
o
Access
to all our books and records.
o
Access
to all material contracts and documents relating to our operations.
o
The
opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
Prospective
investors were invited to review at our offices at any reasonable hour, after
reasonable advance notice, any materials available to us concerning our
business. Prospective Investors were also invited to visit our offices.
Consent
of Williams Law Group, P.A. (included in Exhibit 5)
*
All
other
Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable
to
this filing.
UNDERTAKINGS
Information
pertaining to our common stock is contained in our Articles of Incorporation
and
Bylaws. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
The
undersigned Registrant hereby undertakes to:
(1)
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the
Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
2.
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.
3.
File a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
(4)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424 (§230.424 of
this chapter);
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Each
prospectus filed pursuant to Rule 424(b)(§230.424(b) of this chapter) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on
Rule 430A (§230.430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a
purchaser with a time of contract of sale prior to such first use, supersede
or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorized this registration statement
to be signed on our behalf by the undersigned, in the
City
of Cheyenne, WY
on May 8
, 2007.
Nacel
Energy Corporation
Title
Name
Date
Signature
Principal
Executive Officer
Brian
Lavery
May
8 , 2007
/s/
Brian Lavery
Principal
Financial Officer and -
Murray
Fleming
May
8 , 2007
/s/
Murray Fleming
Principal
Accounting Officer
Murray
Fleming
May8
, 2007
/s/
Murray Fleming
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Title
Name
Date
Signature
Director
Murray
Fleming
May
8 , 2007
/s/
Murray Fleming
-46-
Dates Referenced Herein and Documents Incorporated by Reference
