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EXHIBIT 31.2

 

**CERTIFICATION OF CHIEF FINANCIAL      OFFICER AS ADOPTED  PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Raymond J. Skiptunis, certify    that:

|   | 1.     | I have reviewed this quarterly report on    Form 10-QSB of Power Efficiency Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | 2.     | Based on my knowledge, this quarterly 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 quarterly report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|   | 3.     | Based on my knowledge, the financial statements,        and other financial information included in this quarterly report, fairly        present in all material respects the financial condition, results of        operations and cash flows of the registrant as of, and for, the periods    presented in this quarterly report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | 4.     | The registrant’s other certifying officers        and I are responsible for establishing and maintaining disclosure controls        and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for        the registrant and have: a) designed such disclosure controls and procedures        to ensure that material information relating to the registrant, including        its consolidated subsidiaries, is made known to us by others within those        entities, particularly during the period in which this quarterly report        is being prepared; b) evaluated the effectiveness of the registrant’s        disclosure controls and procedures as of a date within 90 days prior        to the filing date of this quarterly report (the “Evaluation Date”);        and c) presented in this quarterly report our conclusions about the effectiveness        of the disclosure controls and procedures based on our evaluation as    of the Evaluation Date; |
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|   | 5.     | The registrant’s other certifying officers        and I have disclosed, based on our most recent evaluation, to the registrant’s        auditors and the audit committee of the registrant’s board of directors        (or persons performing the equivalent functions): a) all significant        deficiencies in the design or operation of internal controls which could        adversely affect the registrant’s ability to record, process, summarize        and report financial data and have identified for the registrant’s        auditors any material weaknesses in internal controls; and b) any fraud,        whether or not material, that involves management or other employees        who have a significant role in the registrant’s internal controls;    and                                                                                                                                                                                           |
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|   | 6.     | The registrant’s other certifying officers        and I have indicated in this quarterly report whether there were significant        changes in internal controls or in other factors that could significantly        affect internal controls subsequent to the date of our most recent evaluation,        including any corrective actions with regard to significant deficiencies    and material weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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|                           | By: Raymond J. Skiptunis                                              |
|  Date: August 14, 2003    | CHIEF FINANCIAL OFFICER      (PRINCIPAL ACCOUNTING FINANCIAL OFFICER) |

 

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