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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15 (d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (~~Date~~DATE ofOF ~~earliest~~EARLIEST ~~event~~EVENT ~~reported~~REPORTED): ~~February~~October 210, ~~2012~~2016

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

~~(Exact~~COMMISSION ~~name of registrant as specified in its~~FILE ~~charter)~~NUMBER: 000-31805

Delaware	22-3337365	~~0-31805~~	~~22-3337365~~
(State or other jurisdiction of incorporation)		Commission File Number	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5744 Pacific Center Blvd., Suite 311 San Diego, California			92121
(Address of principal executive offices)			(Zip Code)

~~Registrant’s~~2200 ~~telephone~~Northern ~~number~~Boulevard, ~~including area~~Suite ~~code: (858) 750-3875~~102

~~N/A~~Greenvale, NY 11548

(~~Former~~Address ~~name~~and orzip ~~former~~code ~~address,~~of ifprincipal ~~changed since~~executive ~~last report~~offices)

~~Check~~(877) ~~the appropriate box below if the Form 8~~309-K3357 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~£ Written~~(Registrant's ~~communications~~telephone ~~pursuant~~number, toincluding area ~~Rule 425 under the Securities Act (17 CFR 230.425~~code)

~~£ Soliciting~~CHECK ~~material~~THE ~~pursuant~~APPROPRIATE toBOX ~~Rule~~BELOW ~~14a~~IF THE FORM 8-12K ~~under~~FILING ~~the~~IS ~~Exchange~~INTENDED TO ~~Act~~SIMULTANEOUSLY ~~(17~~SATISFY ~~CFR~~THE ~~240.14a-12)~~FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

~~£ Pre-commencement~~¨ Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

£ ¨ Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (~~17CFR~~17 CFR 240.~~13e~~14a-~~4(c~~12))

~~INFORMATION~~¨ TOPre-commencement communications BEpursuant ~~INCLUDED~~to INRule ~~THE~~14d-2(b) ~~REPORT~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ ~~1.01~~Pre-commencement communications ~~Entry~~pursuant ~~into~~to aRule ~~Material~~13e-4(c) ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.13e-4(c))

On January 27, 2012 and January 30, 2012, Power Efficiency Corporation (the “Company”), pursuant to a Securities Purchase Agreement (the “SPA”), consummated closings (the "Closings") of a private placement offering (the "Offering") for an aggregate of 305 shares of Series E Convertible Preferred Stock, par value $1.~~001~~01 ~~per~~Entry share (the “Series E Preferred Stock”) and received consideration of $2,500,000 in cash, subject to certain restrictions indicated below, and $550,000 through the conversion of previously outstanding convertible bridge notes of the Company (the “Notes”). Philip Meisel, the sole cash purchaser of the Series E Preferred Stock, is an affiliate of the Company who owned approximately 28% of the Company’s outstanding common stock prior to the Closing. The Note holders that entered into ~~the~~Material ~~agreement~~Definitive were Sarkowsky Family LP, the Sidney Sik Yam and Elaine Lan Hwa Chan Family Trust Dated October 26, 1993, Sher Capital Investments II, LLC, and Irwin Helford Family Trust. Herman Sarkowsky, an affiliate of Sarkowsky Family LP, is also an affiliate of the Company.Agreement

~~The~~Effective ~~SPA~~October ~~provides~~10, ~~that~~2016, ~~the~~Power ~~financing~~Efficiency ~~will~~Corporation ~~be used for working capital,~~entered ~~sales~~into ~~and~~a ~~marketing,~~definitive ~~research~~agreement ~~and~~with ~~product~~Generate ~~development~~NY ~~and~~Grid ~~general corporate purposes~~Services, ~~and~~LLC ~~that~~whereby ~~Mr.~~the ~~Meisel~~parties will ~~have~~perform ~~sole authority over~~ the ~~wiring~~contract orrequirements ~~drawing of these funds. In addition,~~ under the ~~SPA~~Brooklyn ~~provides~~Queens ~~that~~Demand ~~Marc~~Management ~~Lehmann~~Auction ~~must resign from the Board of Directors~~ (~~the “Board”~~BQDM) ~~and~~program ~~that~~created ~~Mr.~~by ~~Meisel~~Consolidated ~~will~~Edison ~~have~~of ~~the~~New ~~right to fill the vacancy on the Board~~York. ~~The~~Power ~~Company~~Efficiency ishad ~~also required~~won toa ~~obtain~~bid ~~consent~~on ~~from~~August ~~Mr.~~10, ~~Meisel~~2016 ~~before (i) hiring any employee who is~~ to ~~earn~~provide ~~more~~12 ~~than~~Megawatts ~~$75,000 annually and~~ (iiMW) ~~paying~~of aDemand ~~Company expenditure~~Response ~~over~~Energy ~~$10,000~~in ~~that~~the ~~does~~summer ~~not~~months ~~arise~~of in2017 ~~the~~and ~~ordinary~~2018 ~~course~~under ~~of business~~the program.

~~The~~A ~~Series~~provision ~~E Preferred Stock issued~~ in the ~~Closings~~award isbid ~~convertible into~~required ~~an aggregate of up to 305~~participants,~~000,000~~ ~~shares~~including Power ~~of the Company’s common stock~~Efficiency, ~~such~~to ~~that~~provide ~~each~~a ~~one~~standby ~~share~~letter of ~~Series~~credit Ein ~~Preferred Stock~~favor isof ~~initially~~Consolidated ~~convertible~~Edison ~~into~~prior ~~1,000,000~~to ~~shares of~~ the ~~Company’s~~contract ~~common~~award ~~stock~~being fully satisfied. The ~~Series~~amount Erequired ~~Preferred~~of ~~Stock~~Power isEfficiency’s ~~subject to~~standby ~~mandatory~~letter ~~conversion~~of atcredit ~~such~~was ~~time~~$793,000, aswhich ~~the Company~~ has abeen ~~sufficient~~delivered ~~number of authorized shares of common stock~~ to ~~fully convert~~and ~~all~~accepted ofby ~~the~~Consolidated ~~outstanding~~Edison ~~Series~~as Eof ~~Preferred~~October ~~Stock. The Series E Preferred Stock will be converted automatically~~14, ~~without further action by the holders, at this time~~2016.

~~This~~Under ~~summary~~the ~~description~~agreement, Generate NY Grid serves as a special purpose vehicle (SPV) which will perform the services to be performed under the BDQM program and is ~~qualified~~also inproviding ~~its~~a financing ~~entirety~~facility byfor ~~reference~~the purchase of equipment and to fund other costs. Power Efficiency assigned the BDQM program contract to the ~~actual~~SPV. ~~SPA~~Under the agreement Generate NY Grid, ~~which~~agreed isto ~~filed~~provide asa ~~Exhibit~~credit ~~10.1~~facility of up to ~~this~~$15,000,000 ~~Form 8-K~~to support purchase of equipment and isinstallation ~~incorporated~~of ~~herein~~the equipment byat ~~reference~~sites.

~~Item~~Under 3the agreement, the SPV provided half of the funds (with Power Efficiency providing the remaining half) necessary to support the issuance of the standby letter of credit.02 Power ~~Unregistered~~Efficiency ~~Sale~~will be an economic participant in the revenue and income generated through the SPV based on the Consolidate Edison program. Power Efficiency will be entitled to a funding fee or success fee of ~~Securities~~5% of funds lent to the special purpose vehicle based on program costs to install equipment and 30% of the projects combined EBITDA basis, after the financial and project partner’s receipt of its repayment of lent funds and a rate of return of 20% on the funds lent and other expenses incurred to procure and install equipment and operate each project and fund the letter of credit.

~~See~~The ~~Item~~parties 1are obligated to perform under the BQDM program agreement with Consolidated Edison.01 In order to satisfy the contractual obligations, the parties must locate sites within the geographic area of ~~this~~the ~~Current~~program, ~~Report~~namely onthe ~~Form~~Crown ~~8-K~~Heights, ~~which~~Richmond ~~Item~~Hill isand Ridgewood neighborhoods of Brooklyn ~~incorporated~~and ~~herein~~Queens, byNew ~~this~~York, ~~reference~~purchase install and maintain the necessary equipment or load reduction programs. Under the contract with Consolidated Edison, the parties must deliver 4 megawatts of energy savings during the summer of 2017 and 8 additional megawatts during the summer of 2018. The resources employed by the participants must be in operation between 4 and 60 hours each summer. The parties will be required to apply for and obtain local permits with respect to the installation of the necessary equipment. The equipment can be a ~~description~~mix of battery storage, natural gas generators or demand response. In addition, the ~~terms~~parties intend on procuring the services of a third party to oversee the ~~Offering~~purchase, installation and maintenance of the equipment and to oversee program performance during the life of the program.

~~The~~In ~~Offering~~the ~~was~~event ~~conducted~~of ~~pursuant~~failure to anperform, ~~exemption~~the ~~from~~SPV and Power Efficiency, as the ~~registration~~responsible parties under the contract, would be subject to liquidated damage claims based upon the rate ~~requirements~~of $10 per day per kilowatt of underperformance to a maximum of the ~~Securities~~lesser ~~Act~~of $150 per kilowatt per year or 30% of ~~1933,~~the astotal incentive ~~amended,~~otherwise ~~pursuant~~payable under the contract. Consolidated Edison has the right to ~~Regulation~~draw Ddown upon the standby letter of credit, ~~Section~~collect ~~4(2)~~directly from the contract parties and ~~Rule~~terminate ~~506~~the ~~thereunder~~contract in full. NoIn ~~placement~~addition, the spv and Power ~~agent~~Efficiency orare ~~underwriter~~required ~~was~~to ~~used~~obtain inan ~~connection~~additional ~~with~~standby letter of credit to support the ~~Offering~~2018 ~~and~~contract ~~there~~obligations which isadditional noletter ~~commission,~~of ~~finder’s~~credit ~~fee~~must orbe ~~other~~delivered ~~compensation due~~in orFebruary ~~owing~~2017 toin ~~any~~an ~~party~~amount of approximately $1,200,000. The foregoing summary is intended as a ~~result~~summary of the ~~transactions~~material ~~described~~terms ~~herein~~of the contract and is subject to the full terms of the contract which is included as an Exhibit to this Report on Form 8-K.

~~Item 5.02 Departure of Directors; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

OnItem ~~January~~3.02 ~~27,~~Unregistered ~~2012,~~Sale ~~Marc~~of ~~Lehmann~~Equity ~~notified the Board that he is resigning effective immediately.~~Securities

OnEffective ~~January~~October 306, ~~2012~~2016, Power Efficiency Corporation sold, in a private placement offering under Section 4(2) of the ~~Board~~Securities ~~voted~~Act toof ~~elect~~1033, ~~Mr.~~as ~~Meisel~~amended, to ~~fill~~6 accredited investors, an aggregate of $405,000 of promissory notes bearing interest at 10% per annum. The proceeds from the ~~vacancy~~sale onof the notes ~~Board~~were ~~created~~used by ~~Mr.~~the ~~Lehmann’s~~Company ~~resignation.~~to ~~Mr.~~support ~~Meisel~~the ~~has~~issuance ~~had~~of ~~financial~~a ~~transactions~~standby ~~with~~letter of credit as required under the ~~Company~~Consolidated Edison BDQM Program in the ~~past~~amount ~~fiscal~~of ~~year~~$793,000. The ~~details~~standby letter of ~~such~~credit ~~transactions~~was ~~are~~issued ~~described~~by ~~herein~~Wells atFargo Bank to Consolidated Edison on behalf of the SPV as described in Item 1.01 above. In addition to the issuance of the notes, investors received an aggregate of 60,000,000 shares of common stock.

OnThe ~~January~~notes ~~30,~~are ~~2012,~~unsecured obligations of the ~~Board~~Company ~~voted~~and are payable upon the earlier of (i) date of payment to ~~elect~~the ~~Brian~~Company ~~Chan~~of its proportionate share for services or other payment made pursuant to ~~become~~the Company’s agreements in effect from time to time with Generate NY Grid Services LLC under the Consolidated Edison BDQR Program for the 2017 and 2018 years, (ii) within 10 business days of the date of any payment by Generate NY Grid Services LLC intended to be a ~~director~~replacement of funds advanced by the ~~Board~~investors for the Company’s portion of the standby letter of credit issued to Consolidated Edison of New York under the Consolidated Edison BDQR Program for the 2017 and 2018 years or (iii) December 31, 2019.

OnThe ~~January~~Company ~~30,~~also ~~2012,~~entered ~~Mr.~~into ~~Meisel~~a ~~was~~registration ~~elected~~rights ~~Chairman~~agreement with the investors providing for the registration for resale under the Securities Act of 1933 of the ~~Board~~shares of common stock issued ~~and~~to ~~Steven~~them. ~~Strasser~~The ~~was~~agreement ~~elected~~provides ~~Vice-Chairman~~that ofthe Company will file a registration statement with the ~~Board~~SEC within 180 of closing.

2Certain members of management participated, including the Chief Financial Officer and Chief Executive Officer through entities controlled by them, in the private placement.

~~Item~~The 9securities issued to such investors are restricted securities and were offered and sold in private transactions to accredited investors (as such term is defined in Rule 501(a), as promulgated under the Securities Act of 1933), without registration under the Securities Act and the securities laws of certain states, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended and similar exemptions under applicable state laws.~~01.~~ ~~Exhibits~~The securities sold in the foregoing transaction may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

10.1	Securities Purchase Agreement Dated January 27, 2012
10.2	Securities Purchase Agreement Dated January 30, 2012

Item 8.01

Other Events

3The Company’s Registration Statement on Form 10 became effective as of Monday, October 10, 2016.

~~SIGNATURE~~The Company intends to file an amendment to its Form 10 as soon as possible in order to respond to SEC comments and to update the financial statements, management discussion and analysis and other information and business information.

~~Pursuant~~In toaddition, the ~~requirements~~Company ofis ~~the~~now ~~Securities~~required ~~Exchange~~to ~~Act~~file ofperiodic ~~1934,~~and ~~the~~other ~~registrant~~reports, ~~has~~such ~~duly~~as ~~caused~~Form ~~this~~8-K ~~report~~for special events, in accordance with SEC rules. The Company is required to befile ~~signed~~a Form 10-Q for the period ended September 30, 2016 on ~~its~~or ~~behalf~~before byNovember ~~the~~24, ~~undersigned~~2016, ~~hereunto~~as ~~duly~~required ~~authorized~~under SEC Rule 13a-13.

POWER EFFICIENCY CORPORATION
By:	/s/ Brian Chan
	Brian Chan, Secretary
Date: February 2, 2012

4Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

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

Exhibit Number		Exhibit Title or Description

10.1		Assignment and Assumption Agreement between Power Efficiency Corporation and Generate NY Grid Services, LLC dated October 10, 2016.

10.2		Form of Brooklyn Queens Demand Management Program Agreement dated August 10, 2016 between Power Efficiency Corporation and Consolidated Edison of New York, including BQDM DR Auction Rules.

SIGNATURE

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.

	Power Efficiency Corporation

	By:	/s/ Gary Weiss
		Gary Weiss
		Chief Executive Officer
Date: October 14, 2016

EXHIBIT INDEX

Exhibit Number		Exhibit Title or Description

10.1		Assignment and Assumption Agreement between Power Efficiency Corporation and Generate NY Grid Services, LLC dated October 10, 2016

10.2		Form of Brooklyn Queens Demand Management Program Agreement dated August 10, 2016 between Power Efficiency Corporation and Consolidated Edison of New York, including BQDM DR Auction Rules.

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