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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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CUSIP
No. 739268 20 9
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(1)
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Name
of Reporting Person
Herman
Sarkowsky
S.S.
or I.R.S. Identification No. of Above Person
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(2)
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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(3)
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SEC
Use Only
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(4)
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Source
of Funds
PF
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(5)
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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(6)
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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(7)
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Sole
Voting Power
10,367,336
(1)
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(8)
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Shared
Voting Power
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(9)
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Sole
Dispositive Power
10,367,336
(1)
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(10)
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Shared
Dispositive Power
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
10,367,336
(1)
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent
of Class Represented by Amount in Row (11)
18.7%(1)
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(14)
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Type
of Reporting Person
IN
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(1)
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As
of the date hereof, Mr. Sarkowsky (the “Reporting Person”) beneficially
owns, and is the record holder of, 3,669,123 shares of common stock,
$0.001 par value per share (the “Common
Stock”) of Power Efficiency Corporation (the “Company” or the “Issuer”); 11,000 shares of Series B
Convertible Preferred Stock, $0.001 par value per share (the “Series B”) of the Company; 13,500 shares of
Series D Convertible Preferred Stock, $0.001 par value per share (the
“Series D”) of the Company; and
4,248,213 warrants to purchase Common Stock.
Each
share of the Series B and each share of the Series D is initially
convertible into 100 shares of the Common Stock, at the election of the
holders, at any time, subject to adjustment. The holders of the shares of
the Series B or the Series D have the right to vote on any matters
submitted to a vote of the stockholders of the Company and are entitled to
cast that number of votes equal to the numbers of shares of Common Stock
issuable upon the conversion of such holders’ shares of Series B or Series
D.
Based
on the foregoing and as of the date hereof, the 11,000 shares of Series B
and the 13,500 shares of the Series D beneficially owned by Mr. Sarkowsky,
on an as-converted basis, are convertible into 1,100,000 and 1,350,000
shares of Common Stock, respectively, and when aggregated with the
3,669,123 shares of Common Stock and the 4,248,213 warrants to purchase
Common Stock, represents 18.7% of the total voting power of the voting
stock of the Company (based on 45,086,883 shares of Common Stock
outstanding as of May 13, 2010 as reported in the Form 10-Q (File No.
000-31805) of the Company, filed with the Securities and Exchange
Commission (the “SEC”) on May 17,
2010 calculated in accordance with Rule
13d-3(d).
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Item
1.
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Security
and Issuer
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This
Schedule 13D (the “Schedule 13D”)
relates to the shares of common stock, par value $0.001 per share (the
“Common Stock”), of Power Efficiency
Corporation, a Delaware corporation. The principal executive offices
of the Company are located at 3960 Howard Hughes Parkway, Suite 460, Las
Vegas, NV 89169.
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Item
2.
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Identiy
and Background
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This
Schedule13D is filed on behalf of Herman Sarkowsky.
The
principal address of the Reporting Person is [Herman’s residential or
principal business address].
The
Reporting Person has not, during the last five (5) years, been convicted
in a criminal proceeding (excluding traffic violation or similar
misdemeanors).
The
Reporting Person has not, during the last five (5) years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
The
Reporting Person is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
source of funds used in the acquisition of the Issuer’s securities is
personal funds of the Reporting Person.
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Item
4.
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Purpose
of Transaction
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The
Reporting Person acquired the shares for personal
investment.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
Based on calculations made in accordance with Rule 13d-3(d) and there
being 45,086,883 shares of Common Stock outstanding as of May 13, 2010 as
reported in the Form 10-Q (File No. 000-31805) of the Company, filed with
the Securities and Exchange Commission (the “SEC”) on May 17, 2010.
The
Reporting Person beneficially owns, and is the record holder of, 3,669,123
shares of Common Stock, 11,000 shares of Series B; 13,500 shares of Series
D and 4,248,213 warrants to purchase Common Stock, representing 18.7% of
the total voting power of the voting stock of the Company.
(b)
The Reporting Person has the sole power to vote and dispose of the
10,367,336 shares of Common Stock.
(c) In
the Issuer’s private placement of securities that closed on June 21, 2010,
the Reporting Person paid $216,000 for 13,500 Units, each Unit consisting
of 1 share of Series D and a warrant exercisable for up to 50 shares of
Common Stock at an exercise price of $0.19 per share. Each
share of the Series D is initially convertible into 100 shares of Common
Stock.
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Item
6.
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Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities of
the Issuer
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None.
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Item
7.
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Material
to be Filed as Exhibits
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None.
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By:
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/s/
Herman Sarkowsky
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Name:
Herman Sarkowsky
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