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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
Philip
L. Meisel
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
18,750,000
(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
18,750,000
(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
18,750,000
(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)
29.4%(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 June 21, 2010, Philip L. Meisel (“Mr.
Meisel”) beneficially owns, and is the record holder of, 125,000
shares of Series D Convertible Preferred Stock, $0.001 par value per
share, of Power Efficiency Corporation (the “Company” or the “Issuer” and, the Series D Convertible
Preferred Stock, the “Series D
Preferred”), and 6,250,000 warrants to purchase shares of the
Company’s common stock, $0.001 par value per share, at an exercise price
of $0.19 per share (the “Warrants”). Each share of Series D
Preferred is convertible into 100 shares of the Company’s common stock, at
the election of the holders, at any time, into shares of Common Stock at
an initial conversion price of $0.16 per share, which is subject to
customary anti-dilution adjustments for stock splits, dividends and the
like. The holders of the shares of Series D Preferred 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
aggregate number of shares of Common Stock issuable upon the conversion of
such holders’ shares of Series D Preferred at the then-applicable
conversion price.
Based
on the foregoing and as of the date hereof, the 125,000 shares of Series D
Preferred beneficially owned by Mr. Meisel, on an as-converted basis, is
convertible into 12,500,000 shares of Company common stock and when
aggregated with the 6,250,000 Warrants owned by Mr. Meisel represents
29.4% 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 Philip L. Meisel (“Mr.
Meisel”).
The
principal address of Mr. Meisel 1005 Trophy Hills Drive, Las Vegas, NV
89134.
Mr.
Meisel has not, during the last five (5) years, been convicted in a
criminal proceeding (excluding traffic violation or similar
misdemeanors).
Mr.
Meisel 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.
Mr.
Meisel 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 Mr. Meisel.
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Item
4.
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Purpose
of Transaction
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Mr.
Meisel 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 Company 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, Mr. Meisel
beneficially owns 125,000 shares of the Series D Preferred, which is
currently convertible into 12,500,000 shares of Common Stock, and
6,250,000warrants to purchase shares of the Company’s Company common
stock, which when aggregated, represents beneficial ownership of 29.4% of
the Company’s outstanding common stock.
(b)
Mr. Meisel has the sole power to vote and dispose of the 18,750,000 shares
of Common Stock.
(c) In
the Issuer’s private placement of securities that closed on June 21, 2010,
Mr. Meisel paid $2,000,000 for 125,000 Units, each Unit consisting of 1
share of the Series D Preferred and a warrant exercisable for up to 50
shares of the Issuer’s common stock at an exercise price of $0.19 per
share. Each share of the Series D Preferred is initially
convertible into 100 shares of common stock.
(d) Not
applicable.
(e)
Not applicable.
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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/
Philip L. Meisel
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Name:
Philip L. Meisel
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