UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 1125, 2017

POWER EFFICIENCY CORPORATION ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 000-31805

Delaware	22-3337365
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2200 Northern Boulevard, Suite 102

Greenvale, NY 11548

(Address and zip code of principal executive offices)

(877) 309-3357

(Registrant's telephone number, including area code)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Power Efficiency Corporation

Form 8-K

Date of Event: January 1125, 2017

Item 51.0301 ~~Amendment~~Entry toInto ~~Articles~~Material ~~of Incorporation~~Agreement

OnItem ~~January~~3.02 ~~11,~~Unregistered ~~2017,~~Sale ~~Power Efficiency Corporation filed a certificate~~ of ~~amendment~~Equity to its Amended and Restated Certificate of Incorporation to effectuate a reverse stock split which will serve to combine each 15 shares of issued and outstanding shares of Common Stock into 1 share (“Reverse Split”).Securities

~~The~~Effective ~~action~~January ~~was~~25, ~~approved as of August 16~~2017, ~~2016.~~Power ~~The Board~~Efficiency ~~has~~Corporation ~~waited~~(PEC) toentered ~~implement~~into ~~the~~an ~~Reverse~~advisory ~~Split~~agreement ~~for~~with ~~various~~Carnegie ~~business~~Hudson ~~reasons.~~Resources ~~Holders~~Structured ~~of more than a majority of our voting securities~~Capital, ~~including~~LLC ~~preferred stock and common stock, par value $0.001 per share~~ (~~the “Common Stock”~~CHR), ~~who collectively~~whereby ~~own~~CHR ~~approximately 65% of the voting rights of our combined Common Stock~~ and ~~preferred stock either directly or~~ ~~indirectly~~its ~~(the~~affiliated ~~“Voting~~entities ~~Stockholders”)~~will ~~approved~~provide ~~the~~corporate ~~Reverse~~advisory ~~Split~~and byinvestment ~~written~~banking ~~consent~~services ~~pursuant~~ to ~~Section 242 of the Delaware General Business Corporation Law~~PEC. ~~The~~Services ~~Amendment~~which tomay ~~the~~require ~~Amended~~a ~~and~~registered broker-dealer ~~Restated~~will ~~Certificate~~be ofprovided ~~Incorporation~~through ~~was~~MCM ~~filed~~Securities ~~with~~LLC., ~~the~~an ~~State~~SEC ofregistered ~~Delaware on January 11, 2017~~broker-dealer.

~~The~~Headquartered ~~Board~~in ofManhattan, ~~Directors~~New ~~has~~York ~~decided to effectuate the reverse~~City, ~~split~~CHR asand ofits ~~Tuesday,~~affiliated ~~January~~entities ~~17,~~are ~~2017~~a atprivate ~~5:00~~equity ~~p.m (eastern time). Our stock symbol will temporarily be modified from PEFF to PEFF D on Wednesday~~investment, ~~January~~strategic ~~18,~~and ~~2017~~financial ~~for~~advisory ~~20 twenty days~~firm. ~~Trading of the Company~~CHR’s ~~Common~~private ~~Stock~~equity focus ~~will~~is ~~remain~~ on the ~~OTC~~energy ~~Pink Sheets and trading will reflect the Reverse Split as of the morning of Wednesday, January 18, 2017~~sector.

AsCHR ofwill ~~August 16~~provide, ~~2016~~among ~~(the~~other ~~“Record Date”) for the action by written consent~~services, ~~we had 128,302,666 shares of Common Stock issued and outstanding. Additionally, we had shares of Series B, C-1, D, and E preferred stock (collectively,~~ the ~~“Preferred~~following ~~Stock”),~~to issued and outstanding, representing an additional 352,200,200 aggregate voting shares (pre Reverse Split figure). The Common Stock and our outstanding classes of Preferred Stock vote together as a single class and we received votes by written consent representing approximately 65% of the total voting securities in favor of the Reverse Split.PEC:

~~The~~(a) assistance and ~~immediate~~advice ~~effect~~with ofrespect ~~the Reverse Split will be~~ to ~~reduce the~~its ~~number~~strategic ofplanning ~~issued~~process and ~~outstanding~~business ~~shares~~plans ofincluding ~~Common~~an ~~Stock~~analysis ~~from~~of ~~189~~markets,~~052,666~~ ~~outstanding as of January 9~~positioning, ~~2017 to approximately~~financial 12models,~~603,511~~ ~~shares~~organizational (subject to rounding fractional shares down to the next whole share). The conversion ratios of each class of Preferred Stock will be adjusted to reflect the Reverse Split. Our classes of Preferred Stock would be convertible into an aggregate of approximately 23structure,~~480,013~~ ~~shares~~potential ofstrategic ~~Common~~alliances ~~Stock~~and ~~after~~capital ~~the Reverse Split, as follows:~~requirements;

Class of Preferred Stock	Pre-Split Conversion	Post-Split Conversion
Series B	13,300,000	866,667
Series C-1	3,462,500	230,833
Series D	30,437,700	2,029,180
Series E	305,000,000	20,333,333

(b) advise the Company on matters relating to its capitalization and potential financing alternatives and merger and acquisition criteria and activity;

~~Our Class E Preferred Stock will automatically convert into Common Stock following the Reverse Split; the other classes will remain outstanding. The par value of our Common Stock~~ (~~and all~~c) assistance ~~Preferred~~with ~~Stock) will remain $0.001 per share and~~ the ~~number~~preparation of ~~shares of Common Stock authorized to be issued will remain at~~ the ~~number~~ ~~authorized~~Company’s atmarketing ~~the~~materials ~~time~~and ~~the~~investor ~~Reverse Split is effected, currently 350,000,000 shares. The current number of holders of record of our Common Stock is 162.~~presentations;

2(d) assistance with strategic introductions (including client/customer side and the joint venture relationships) in the energy markets industries related to the Company’s business plans;

A(e) assistance with ~~complete~~identifying ~~copy~~and ofretaining ~~the~~additional ~~Certificate~~members of ~~Amendment to~~ the ~~Amended~~ ~~and~~Board ~~Restated Certificate~~ of ~~Incorporation~~Directors isand ~~included~~senior ~~as Exhibit 3~~management.~~1 to this Form 8-K.~~

~~Item~~Under 8the agreement, CHR has the right to have one person serve on the PEC Board of Directors during the term of the Agreement.01 ~~Other~~No ~~Events~~person has been determined as of the date of the filing but the parties expect to appoint such person within the next 30 days. The term of the agreement is for two (2) years.

~~Form~~In 10consideration ~~Filing~~for its services, CHR and ~~Reporting~~its ~~Obligations~~affiliates may receive up to 4,000,000 (post reverse split as previously announced of 15 shares for 1) warrants for shares of common stock which will vest upon certain events. The warrants have a five (5) year exercise terms, provide for an exercise price of $0.01 per share and the holders are entitled to piggyback registration rights with respect to the underlying shares of Common Stock.

The ~~Company’s~~warrants ~~Registration~~issuable ~~Statement~~or onissuable ~~Form 10~~to ~~became~~CHR under its advisory ~~effective~~agreement aswere offered, sold and issued in reliance upon the exemption from registration provided by Section 4(2) of ~~Monday,~~the ~~October~~Securities Act 10of 1933, ~~2016~~as amended (the “Securities Act”) as transactions not involving any public offering. ~~The~~CHR ~~Reverse~~represented ~~Split~~to PEC ~~was~~that ~~approved~~it byis ~~our~~an ~~Board~~“accredited ofinvestor” ~~Directors~~as such term is defined in Rule 501(a) promulgated under the Securities Act, that it acquired the securities for investment purposes and that such securities were issued without any form of general advertising or general solicitation. Such securities have not been registered under the ~~required~~Securities ~~voting~~Act ~~stockholders~~and may not be offered or sold in the ~~prior~~United toStates ~~such~~absent ~~time~~registration or an applicable exemption from registration requirements.

~~The~~Item ~~Company’s~~8.01 ~~management~~Other has been focused on developing its business plan and participating in particular energy management and development related projects, as well as the business operations of the Company, all with operating with minimal staffing and management.Events

~~The~~As ~~Company~~previously ~~intends~~reported, toon ~~file~~January an11, ~~amendment~~2017, toPEC ~~its~~filed ~~Form~~an ~~10 as soon~~amendment ~~as possible in order~~ to ~~respond~~its toAmended ~~SEC comments~~ and toRestated ~~update~~Certificate ~~the~~of ~~financial~~Incorporation ~~statements,~~to ~~management~~effectuate ~~discussion~~a ~~and~~reverse ~~analysis~~stock ~~and other~~split ~~information~~(“Reverse ~~and~~Split”) ~~business~~on ~~information. The new filing will include financial statements for the quarterly period ended June~~a ~~30,~~basis ~~2016.~~of Ineach ~~addition,~~15 weshares ~~must~~of ~~update~~issued orand ~~file~~outstanding ~~other~~shares ~~periodic~~of ~~filings~~Common byStock ~~the~~into ~~Company,~~1 ~~including for the quarter ended September 30, 2016~~share. ~~We are delinquent in making such filings.~~

The ~~Company~~Reverse ~~has~~Split ~~not~~became ~~generated~~effectuate ~~any~~on ~~operating~~Tuesday, ~~revenue~~January ~~since~~17, 2017 ~~2012~~at 5:00 p.m. (eastern time). Our stock symbol was temporarily modified from PEFF to PEFF D on Wednesday, January 18, 2017 and ~~did~~will ~~not~~continue ~~generate~~for ~~any~~(20) ~~income~~twenty ortrading ~~revenue~~days. ~~during~~Trading of PEC’s Common Stock will remain on the ~~fiscal~~OTC ~~year~~Pink ~~ended~~Sheets ~~December~~and 31trading has reflected the Reverse Split since Wednesday, ~~2016~~January 18, 2017. PEC’s stock transfer agent is Continental Stock Transfer and Registrar

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits

The immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of Common Stock from 189,052,666 outstanding as of January 17, 2017 to approximately 12,603,511 shares (subject to rounding fractional shares down to the next whole share). The conversion ratios of each class of Preferred Stock will be adjusted to reflect the Reverse Split. Our classes of Preferred Stock would be convertible into an aggregate of approximately 23,480,013 shares of Common Stock after the Reverse Split, as follows:

The following exhibits are attached to this Current Report on Form 8-K:

Class of Preferred Stock	Pre Split Conversion	Post Split Conversion

Series B	13,300,000	866,667

Series C-1	3,462,500	230,833

Series D	30, 437,700	2,029,180

Series E	305,000,000	20,333,333

Exhibit Number	Exhibit Title or Description
3.1	Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Our Class E Preferred Stock has been deemed automatically converted into Common Stock following the Reverse Split; the other classes will remain outstanding. Giving effect solely to the conversion of the Series E Preferred Stock and no other classes or shares of Preferred Stock, (the issuance of the Common Stock has not been completed as of the date of this Report on Form 8-k) PEC will have approximately 32,936,844 shares of Common Stock issued and outstanding. The par value of the Common Stock (and all Preferred Stock) will remain $0.001 per share and the number of shares of Common Stock authorized to be issued will remain at the number authorized at the time the Reverse Split is effected, currently 350,000,000 shares.

Item 9.01	Financial Statements and Exhibits

(d)	Exhibits

~~SIGNATURE~~None

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~SIGNATURE

		Power Efficiency Corporation
		By: /s/ Gary Weiss
		Gary Weiss
		Chief Executive Officer
Date: January 12, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	Power Efficiency Corporation

	By:	/s/ Gary Weiss
	Gary Weiss
	Chief Executive Officer
Date: January 31, 2017

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
3.1	Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Filing Compare · POWER EFFICIENCY CORP