**EXHIBIT31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER AS ADOPTED**

 

**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, John Lackland, certify that:

 

1. I have reviewed this amended annual report on Form 10-KSB of PowerEfficiency Corporation;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the smallbusiness issuer as of, and for, the periods presented in this report;

 

4. The small business issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the smallbusiness issuer and have:

 

(a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b) Evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(c) Disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the small business issuer’sinternal control over financial reporting.

 

 
| *Date:   April 5,  2005* | */s/  John Lackland*          |   |
|-----------------------------------------|------------------------------------|--------|
|                                    | *John Lackland*                    |
| * *                                | *INTERIM CHIEF FINANCIAL  OFFICER* |
|                                    | *(PRINCIPAL FINANCIAL OFFICER)*    |

 

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