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): ~~October~~January 1011, ~~2016~~2017

POWER EFFICIENCY CORPORATION
(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)

~~Greenvale~~(877) 309-3357 (Registrant's telephone number, NYincluding ~~11548~~area code)

(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))

1~~.01 Entry into Material Definitive Agreement~~

~~Effective October 10, 2016,~~ Power Efficiency Corporation entered into a definitive agreement with Generate NY Grid Services, LLC whereby the parties will perform the contract requirements under the Brooklyn Queens Demand Management Auction (BQDM) program created by Consolidated Edison of New York. Power Efficiency had won a bid on August 10, 2016 to provide 12 Megawatts (MW) of Demand Response Energy in the summer months of 2017 and 2018 under the program.

AForm provision in the award bid required participants, including Power Efficiency, to provide a standby letter of credit in favor of Consolidated Edison prior to the contract award being fully satisfied. The amount required of Power Efficiency’s standby letter of credit was $793,000, which has been delivered to and accepted by Consolidated Edison as of October 14, 2016.8-K

~~Under~~January ~~the agreement~~11, Generate NY Grid serves as a special purpose vehicle (SPV) which will perform the services to be performed under the BDQM program and is also providing a financing facility for the purchase of equipment and to fund other costs. Power Efficiency assigned the BDQM program contract to the SPV. Under the agreement Generate NY Grid, agreed to provide a credit facility of up to $15,000,000 to support purchase of equipment and installation of the equipment at sites.2017

~~Under~~Item ~~the 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~~5. ~~Power~~03 ~~Efficiency~~Amendment ~~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 aArticles ~~funding fee or success fee~~ of 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.Incorporation

~~The~~On ~~parties~~January ~~are obligated to perform under the BQDM program agreement with Consolidated Edison. In order to satisfy the contractual obligations~~11, ~~the parties must locate sites within the geographic area of the program~~2017, ~~namely~~Power ~~the~~Efficiency ~~Crown~~Corporation ~~Heights, Richmond Hill and Ridgewood neighborhoods of Brooklyn~~filed ~~and~~a ~~Queens,~~certificate ~~New York, 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~~amendment ~~savings~~to ~~during~~its ~~the~~Amended ~~summer of 2017~~ and 8Restated ~~additional megawatts~~Certificate ~~during the summer~~ of ~~2018.~~Incorporation ~~The resources employed by the participants must be in operation between 4 and 60 hours each summer. The parties will be required~~ to ~~apply~~effectuate ~~for and obtain local permits with respect to the installation of the necessary equipment. The equipment can be~~ a ~~mix~~reverse ofstock ~~battery storage, natural gas generators or demand response. In~~split ~~addition,~~which ~~the~~will ~~parties~~serve ~~intend on procuring the services of a third party~~ to ~~oversee~~combine ~~the~~each ~~purchase,~~15 ~~installation~~shares ~~and maintenance~~ of ~~the~~issued ~~equipment~~ and tooutstanding ~~oversee~~shares ~~program~~of ~~performance~~Common ~~during~~Stock ~~the~~into ~~life~~1 ofshare ~~the program~~(“Reverse Split”).

InThe ~~the~~action ~~event~~was ofapproved ~~failure~~as toof ~~perform~~August 16, ~~the~~2016. ~~SPV and~~The ~~Power~~Board ~~Efficiency,~~has aswaited ~~the~~to ~~responsible~~implement ~~parties under~~ the ~~contract,~~Reverse ~~would~~Split befor ~~subject~~various tobusiness ~~liquidated~~reasons. ~~damage~~Holders ~~claims based upon the rate~~ of ~~$10~~more ~~per~~than ~~day~~a ~~per~~majority ~~kilowatt~~ of ~~underperformance~~our tovoting securities, aincluding ~~maximum~~preferred ofstock ~~the~~and ~~lesser~~common ofstock, ~~$150~~par ~~per~~value ~~kilowatt~~$0.001 per ~~year~~share or(the ~~30%~~“Common ofStock”), ~~the total~~who ~~incentive~~collectively ~~otherwise~~own ~~payable~~approximately ~~under~~65% of the ~~contract.~~voting ~~Consolidated~~rights ~~Edison~~of ~~has~~our ~~the~~combined ~~right~~Common toStock ~~draw~~and ~~down~~preferred ~~upon~~stock ~~the~~either ~~standby~~directly ~~letter of~~or ~~credit,~~indirectly ~~collect directly from~~ (the ~~contract~~“Voting ~~parties~~Stockholders”) ~~and~~approved ~~terminate~~ the ~~contract~~Reverse inSplit ~~full.~~by Inwritten ~~addition,~~consent ~~the~~pursuant ~~spv and Power Efficiency are required~~ to ~~obtain~~Section an242 ~~additional standby letter~~ of ~~credit to support~~ the ~~2018~~Delaware ~~contract~~General ~~obligations which~~Business ~~additional~~Corporation ~~letter of credit must be delivered in February 2017 in an amount of approximately $1,200,000~~Law. The ~~foregoing~~ ~~summary~~Amendment isto ~~intended~~the asAmended aand ~~summary~~Restated ofCertificate ~~the material terms~~ of ~~the~~Incorporation ~~contract~~was ~~and~~filed iswith ~~subject to~~ the ~~full~~State ~~terms~~ of ~~the contract~~Delaware ~~which is included as an Exhibit to this Report~~ on ~~Form~~January ~~8-K~~11, 2017.

2The Board of Directors has decided to effectuate the reverse split as of Tuesday, January 17, 2017 at 5:00 p.m (eastern time). Our stock symbol will temporarily be modified from PEFF to PEFF D on Wednesday, January 18, 2017 for 20 twenty days. Trading of the Company’s Common Stock will remain on the OTC Pink Sheets and trading will reflect the Reverse Split as of the morning of Wednesday, January 18, 2017.

~~Item~~As 3of August 16, 2016 (the “Record Date”) for the action by written consent, we had 128,302,666 shares of Common Stock issued and outstanding.02 ~~Unregistered~~Additionally, ~~Sale~~we had shares of ~~Equity~~Series ~~Securities~~B, C-1, D, and E preferred stock (collectively, the “Preferred Stock”), 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.

~~Effective~~The ~~October~~immediate 6,effect ~~2016, Power Efficiency Corporation sold, in a private placement offering under Section 4(2)~~ of the ~~Securities~~Reverse ~~Act~~Split ofwill ~~1033,~~be ~~as amended,~~ to ~~6 accredited~~reduce ~~investors,~~the annumber ~~aggregate~~ of ~~$405,000~~issued ofand ~~promissory~~outstanding ~~notes~~shares ~~bearing~~of ~~interest~~Common atStock ~~10%~~from ~~per~~189,052,666 ~~annum.~~outstanding ~~The~~as ~~proceeds~~of ~~from~~January ~~the~~9, ~~sale~~2017 ofto ~~the~~approximately ~~notes~~12,603,511 ~~were~~shares ~~used~~(subject ~~by the Company~~ to ~~support~~rounding ~~the~~fractional ~~issuance~~shares ofdown ato ~~standby letter of credit as required under~~ the ~~Consolidated Edison~~next ~~BDQM~~whole ~~Program in the amount of $793,000~~share). The ~~standby~~conversion ~~letter~~ratios of ~~credit~~each ~~was~~class ~~issued~~of Preferred byStock ~~Wells~~will ~~Fargo~~be ~~Bank~~adjusted to ~~Consolidated Edison~~reflect ~~on behalf of~~ the ~~SPV~~Reverse ~~as described in Item 1~~Split.01 ~~above.~~Our Inclasses ~~addition~~of toPreferred ~~the~~Stock ~~issuance~~would ~~of the~~be ~~notes,~~convertible ~~investors~~into ~~received~~ an aggregate of 60approximately 23,~~000~~480,~~000~~013 shares of ~~common~~Common ~~stock.~~Stock after the Reverse Split, as follows:

The notes are unsecured obligations of the Company and are payable upon the earlier of (i) date of payment to the Company of its proportionate share for services or other payment made pursuant to 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 replacement of funds advanced by the 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.

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

~~The~~Our ~~Company~~Class ~~also~~E ~~entered~~Preferred ~~into~~Stock awill ~~registration~~automatically ~~rights~~convert ~~agreement~~into ~~with~~Common ~~the~~Stock ~~investors~~following ~~providing~~the ~~for~~Reverse Split; the ~~registration~~other ~~for~~classes ~~resale~~will ~~under~~remain ~~the~~outstanding. ~~Securities~~The ~~Act~~par value of ~~1933~~our ofCommon Stock (and all Preferred Stock) will remain $0.001 per share and the number of shares of ~~common~~Common ~~stock~~Stock ~~issued~~ authorized to ~~them.~~be ~~The~~issued ~~agreement~~will ~~provides~~remain ~~that~~at the number ~~Company~~authorized ~~will~~at ~~file~~the atime ~~registration~~the ~~statement~~Reverse ~~with~~Split ~~the~~is ~~SEC~~effected, ~~within~~currently ~~180~~350,000,000 shares. The current number of ~~closing~~holders of record of our Common Stock is 162.

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

~~The~~A ~~securities~~complete ~~issued~~copy toof ~~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~~Certificate ~~Act~~ of ~~1933),~~Amendment ~~without~~to ~~registration under~~ the Amended ~~Securities Act~~ and ~~the~~Restated ~~securities~~Certificate ~~laws~~ of ~~certain~~Incorporation ~~states,~~is ~~in reliance~~included ~~on the exemption provided by Section 4(a)(2) of the Securities Act of 1933,~~ as ~~amended~~Exhibit ~~and similar exemptions under applicable state laws~~3.1 ~~The~~to ~~securities~~this ~~sold~~Form ~~in the foregoing transaction may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements~~8-K.

Item 8.01

Other Events

~~The Company’s Registration Statement on~~ Form 10 ~~became effective~~Filing asand ofReporting ~~Monday, October 10, 2016.~~Obligations

The Company’s ~~intends~~Registration toStatement ~~file~~on ~~an amendment to its~~ Form 10 ~~as soon~~became effective as ~~possible~~of inMonday, ~~order~~October to10, ~~respond~~2016. toThe ~~SEC~~Reverse ~~comments~~Split ~~and~~was toapproved ~~update~~by ~~the~~our ~~financial~~Board ~~statements,~~of ~~management~~Directors ~~discussion~~ and ~~analysis~~the ~~and other~~required ~~information~~voting ~~and~~stockholders prior ~~business~~to ~~information~~such time.

InThe ~~addition, the~~ Company’s ismanagement ~~now~~has ~~required~~been tofocused ~~file periodic and~~on ~~other~~developing ~~reports,~~its ~~such~~business asplan ~~Form~~and ~~8-K~~participating ~~for special events,~~ in ~~accordance~~particular ~~with~~energy ~~SEC~~management ~~rules.~~and ~~The~~development ~~Company~~related isprojects, ~~required~~as towell ~~file a Form 10-Q for~~as the ~~period~~business ~~ended~~operations ~~September~~of ~~30,~~the ~~2016 on or before November 24~~Company, ~~2016,~~all aswith ~~required~~operating ~~under~~with ~~SEC~~minimal ~~Rule~~staffing ~~13a-13~~and management.

3The 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. The new filing will include financial statements for the quarterly period ended June 30, 2016. In addition, we must update or file other periodic filings by the Company, including for the quarter ended September 30, 2016. We are delinquent in making such filings.

~~Item~~The ~~9.01~~Company ~~Financial~~has ~~Statements~~not generated any operating revenue since 2012, and ~~Exhibits~~did not generate any income or revenue during the fiscal year ended December 31, 2016.

(d) Exhibits

Item 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	~~Exhibit Title or Description~~
10.1		Assignment and Assumption Agreement between Power Efficiency Corporation and Generate NY Grid Services, LLC dated October 10, 2016.
3.1	Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation.
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~~3

~~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: October 14, 2016

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: January 12, 2017

~~EXHIBIT INDEX~~4

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.

EXHIBIT INDEX

Exhibit

Number

Exhibit Title or Description

3.1

Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation.

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