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: June 30, 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
                  (State
      or Other Jurisdiction of
                  Incorporation
      or Organization)
                
                22-3337365
                  (I.R.S.
      Employer Identification No.)839
      Pilot Road, Suite A
                  Las
      Vegas, NV 89119
                  (Address
      of Principal Executive Offices)
                
                (702)
      697-0377
                  (Issuer's
      Telephone Number,
                  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 August 10, 2010 was
45,119,984.




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 June 30, 2010 on Form 10-Q 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 Quarterly Report, as previously filed on August
16, 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.