- Statement of Ownership (SC 13G)
06 Agosto 2010 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NACEL Energy Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
62957N102
(CUSIP Number)
July 27, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a.
o
Rule 13d-1(b)
b.
þ
Rule 13d-1(c)
c.
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
TABLE OF CONTENTS
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Iroquois Capital Management L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE Only
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4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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Owned by
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2,713,081 (see Item 4)
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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2,713,081 (see Item 4)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
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2,713,081 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
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Percent of Class Represented by Amount in Row (9)
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9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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Page 2 of 8
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Joshua Silverman
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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Sec Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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Owned by
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2,713,081 (see Item 4)
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Each
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7.
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Sole Dispositive Power
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Reporting
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PERSON
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0
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With:
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8.
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Shared Dispositive Power
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2,713,081 (see Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,713,081 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
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Percent of Class Represented by Amount in Row (9)
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9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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Page 3 of 8
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Richard Abbe
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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Sec Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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Owned by
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2,713,081 (see Item 4)
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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2,713,081 (see Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,713,081 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
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Percent of Class Represented by Amount in Row (9)
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9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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Page 4 of 8
Item 1.
(a) Name of Issuer
NACEL Energy Corporation (the
Issuer
)
(b) Address of Issuers Principal Executive Offices
9375 E. Shea Boulevard, Suite 100
Scottsdale, Arizona 85260
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management
L.L.C., a Delaware limited liability company (
Iroquois
), (ii) Joshua
Silverman, an individual who is a citizen of the United States of America (
Mr.
Silverman
) and (iii) Richard Abbe, an individual who is a citizen of the United
States of America (
Mr. Abbe
, together with Iroquois and Mr. Silverman, the
Reporting Persons
).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is 641 Lexington
Avenue, 26
th
Floor, New York, New York 10022.
(d) Title of Class of Securities
Common stock, par value $0.001 per share, of the Issuer (the
Common Stock
)
(e) CUSIP Number
62957N102
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
As of the close of business on August 6, 2010, each of the Reporting Persons may be
deemed to have beneficial ownership of 2,713,081 shares of Common Stock, which includes
1,759,143 shares of Common Stock issuable upon conversion of a senior secured
convertible note (the
Note
) held by Iroquois Master Fund Ltd. (
Iroquois
Master Fund
), and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 9.9% of the Common Stock, based on (i) 24,521,343
shares of Common Stock issued and outstanding on July 27, 2010, plus (ii) 1,124,381
shares of Common Stock issued to Iroquois Master Fund after July 27, 2010, and (iii)
1,759,143 shares of Common Stock issuable upon conversion of the Note. The foregoing
excludes (1) 467,048 shares of Common Stock issuable upon conversion of the Note
because the Note contains a blocker provision under which the holder thereof does not
have the right to convert the Note to the extent (but only to the extent) that such
conversion would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 9.9% of the Common Stock; (2) 3,750,000 shares of Common
Stock issuable upon exercise of a Series A Warrant held by Iroquois Master Fund (the
Series A Warrant
) because the Series A Warrant contains a blocker provision
under which the
Page 5 of 8
holder thereof does not have the right to exercise the Series A Warrant
to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof
or any of its affiliates, of more than 4.9% of the Common Stock; (3) 3,000,000
shares of Common Stock issuable upon exercise of a Series B Warrant held by Iroquois
Master Fund (the
Series B Warrant
) because the Series B Warrant contains a
blocker provision under which the holder thereof does not have the right to exercise
the Series B Warrant to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof or any of its affiliates, of
more than 4.9% of the Common Stock; and (4) 3,750,000 shares of Common Stock issuable
upon exercise of a Series C Warrant held by Iroquois Master Fund (the
Series C
Warrant
) because the Series C Warrant contains a blocker provision under which
the holder thereof does not have the right to exercise the Series C Warrant to the
extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof or any of its affiliates, of more than 4.9% of the Common
Stock. Without such blocker provisions, each of the Reporting Persons may be deemed to
beneficially own 13,680,129 shares of Common Stock.
(c) Number of shares as to which the Reporting Person have:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,713,081.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 2,713,081.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: August 6, 2010
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IROQUOIS CAPITAL MANAGEMENT LLC
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By:
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/s/ Joshua Silverman
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Joshua Silverman, Authorized Signatory
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/s/ Joshua Silverman
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Joshua Silverman
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/s/ Richard Abbe
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Richard Abbe
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Page 7 of 8
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on
behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him
or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: August 6, 2010
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IROQUOIS CAPITAL MANAGEMENT LLC
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By:
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/s/ Joshua Silverman
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Joshua Silverman, Authorized Signatory
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/s/ Joshua Silverman
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Joshua Silverman
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/s/ Richard Abbe
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Richard Abbe
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Page 8 of 8
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