Securities
and Exchange Commission


Washington,
D.C. 20549




AMENDMENT
NO. 2


on


FORM
10-K/A




x
            Annual
      report under Section 13 or 15(d)
              of
      the Securities Exchange Act of 1934




For the
fiscal year ended December 31, 2009





o
            Transition
      report under Section 13 or 15(d)
              of
      the Securities Exchange Act of 1934




For the
transition period from __________ to __________





Commission
File Number: 000-31805





Power
Efficiency Corporation


(Exact
name of registrant as specified in its Charter)





Delaware
            
            22-3337365(State
      or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
      Employer Identification No.)839
      Pilot Road, Suite ALas
      Vegas, NV
            
            89119(Address
      of Principal Executive Offices)
            
            (Zip
      Code)




(702)
697-0377


(Issuer’s
Telephone Number, Including Area Code)





Securities
Registered under Section 12(g) of the Exchange Act:





Common
Stock, $.001 Par Value


(Title of
Class)




Check
whether the Company: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Company was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes x No o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of Company’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 and Regulations S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).  Yes o No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
            Smaller
      reporting company x





Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Exchange Act).


Yes o No x




As of
June 30, 2009, the aggregate market value of the common stock held by
non-affiliates of the issuer was $4,952,150.  This amount is based on
the closing price of $0.15 per share for the Company’s common stock as of such
date.




On March
31, 2010 there were 44,825,883 shares of the Company’s common stock
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE


None.





In this
report, references to “we”, “us” or “our” collectively refer to Power Efficiency
Corporation.









EXPLANATORY
NOTE




Power
Efficiency Corporation, (the “Company”) is filing this amendment No. 2 to its
Annual Report for the period ending December 31, 2009 on Form 10-K in response
to communications received from the Securities and Exchange Commission (the
“Commission”).  This amendment includes certifications, filed
exhibits, to conform to the requirements of Item 601(b)(31) of Regulation S-K,
dated as of the date of the filing of this amendment.




No other
changes have been made to the Annual Report, as previously filed on March 31,
2010, and amended on October 1, 2010. This amendment does not reflect subsequent
events occurring after the filing date of the original Annual Report or, unless
otherwise noted herein, modify or update any disclosures made in the original
Annual Report.