**EXHIBIT
      31.2**





**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER AS ADOPTED**





**PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**





I,
      John
      Lackland, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of Power Efficiency Corporation
      (the
“Smaller Reporting Company”);





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





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Smaller Reporting Company
      as of, and for, the periods presented in this report;





4.
      The
      Smaller Reporting Company’s other certifying officer(s) and I are responsible
      for establishing and maintaining disclosure controls and procedures (as defined
      in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
      financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
      for the Smaller Reporting Company and have:





(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the Smaller Reporting Company, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being
      prepared;





(b)
      Evaluated the effectiveness of the Smaller Reporting Company’s disclosure
      controls and procedures and presented in this report our conclusions about
      the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





(c)
      Disclosed in this report any change in the Smaller Reporting Company’s internal
      control over financial reporting that occurred during the Smaller Reporting
      Company’s most recent fiscal quarter (the Smaller Reporting Company’s fourth
      fiscal quarter in the case of an annual report) that has materially affected,
      or
      is reasonably likely to materially affect, the Smaller Reporting Company’s
      internal control over financial reporting; and





5.
      The
      Smaller Reporting Company’s other certifying officer(s) and I have disclosed,
      based on our most recent evaluation of internal control over financial
      reporting, to the Smaller Reporting Company’s auditors and the audit committee
      of the Smaller Reporting Company’s board of directors (or persons performing the
      equivalent functions):





(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Smaller Reporting Company’s ability to record, process,
      summarize and report financial information; and





(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Smaller Reporting Company’s internal control over
      financial reporting.





Date: 
                November 13, 2008
            /s/ 
                John LacklandJohn
                LacklandCHIEF
                FINANCIAL OFFICER(PRINCIPAL
                FINANCIAL OFFICER)