Nacel Energy Corp (NCEN)

[petermic]

other bits from today's 8k -

On July 14, 2008, Mr. Leach formally requested the resignations of Murray Fleming and Brian Lavery, founders and directors of the Company. Mr. Fleming responded in writing and agreed to resign if certain terms and conditions were met and performed by the Company. Mr. Lavery did not respond.

On July 15, 2008, during the course of the on-going internal investigation by Mr. Zisser, K&L/Gates, personal counsel for Mr. Leach, contacted Mr. Zisser by telephone and raised certain matters. These matters included Mr. Leach’s request for the resignation of Mr. Fleming and Mr. Lavery; the repayment of a line of credit to Mr. Fleming by the Company; a retainer payment made by the Company for Mr. Fleming’s personal SEC counsel arising out of the SEC inquiry; and, allegedly improper comments posted on stock message boards attributed to Mr. Fleming.

Mr. Leach’s counsel indicated to Mr. Zisser that they had reached certain conclusions relating to matters raised by the SEC staff in its inquiry, and objected to payments made and to be made by the Company to Mr. Fleming and on his behalf. It was their opinion that the SEC should be notified immediately by telephone , prior to the completion of the internal investigation