SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





AMENDMENT
NO. 1


on


FORM
10-Q/A





x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended: March 31, 2010





OR





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15 (d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ___________ to ___________





Commission
File No.  0-31805





POWER
EFFICIENCY CORPORATION


(Exact
Name of Issuer as Specified in its Charter)





Delaware
              
              22-3337365(State
      or Other Jurisdiction of
              
              (I.R.S.
      Employer Identification No.)Incorporation
      or Organization)839
      Pilot Road, Suite A
              
              (702)
      697-0377Las
      Vegas, NV 89119
              
              (Issuer's
      Telephone Number,(Address
      of Principal Executive Offices)
              
              Including
      Area Code)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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  ̈




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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
Accelerated filer  ̈   Accelerated
filer  ̈   Non-Accelerated
filer  ̈    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  ̈ No x




The
number of shares of common stock outstanding as of May 13, 2010 was
45,065,883.




Transitional
Small Business Disclosure Format (check one):   Yes  ̈ No x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation 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  ̈ No  ̈







EXPLANATORY
NOTE




Power
Efficiency Corporation, (the “Company”) is filing this amendment to its
Quarterly Report for the period ending March 31, 2010 on Form 10-Q in response
to communications received from the Securities and Exchange Commission (the
“Commission”).  This amendment amends and restates in full Item 4T –
Controls and Procedures, to disclosure changes made to our internal controls
over financial reporting during the quarter to correct deficiencies that
resulted in material weaknesses at December 31, 2009.  Filed as
exhibits hereto are certifications 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 Quarterly Report, as previously filed on May 17,
2010. This amendment does not reflect subsequent events occurring after the
filing date of the original Quarterly Report or, unless otherwise noted herein,
modify or update any disclosures made in the original Quarterly
Report.





ITEM
4T. CONTROLS AND PROCEDURES




(a) Evaluation of Disclosure Controls
and Procedures.Under the supervision and with the participation of
its Chief Executive Officer and Chief Financial Officer, management has
evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule 13a-15(b)
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by
this report, the Company’s disclosure controls and procedures are effective in
ensuring that information required to be disclosed in the Company’s Exchange Act
reports is (1) recorded, processed, summarized and reported in a timely manner,
and (2) accumulated and communicated to the Company’s management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.




(b) Changes in Internal Controls.In connection with correcting material weaknesses identified by the
Company’s Chief Executive Officer and Chief Financial Officer in our assessment
of Internal Control Over Financial Reporting as of December 31, 2009, we have
corrected our model for our estimated volatility, corrected our tax provision
model to include the deferred tax liability related to the tax amortization, as
well as implemented reviews to ensure that our accounting methodology is correct
as a control.  We have implemented and will utilize these updated
models and controls for all necessary transactions going
forward.