formsc13ga.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No 2)
Power
Efficiency Corporation
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
739268209
(CUSIP
Number)
December 31,
2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
£ Rule
13d-1(b)
T Rule
13d-1(c)
£ Rule
13d-1(d)
CUSIP No.
739268209
(1)
Names of Reporting Persons.
AP
Finance LLC
(2)
Check the Appropriate Box if a Member of a
Group (See Instructions).
(a) £
(b) £
(4)
Citizenship or Place of
Organization.
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
(5)
Sole Voting Power: <5%
(6)
Shared Voting Power: 0
(7)
Sole Dispositive Power: <5%
(8)
Shared Dispositive Power: 0
|
(9)
Aggregate Amount Beneficially Owned by Each
Reporting Person.
<5%
beneficial ownership of Issuer’s common stock.
(10)
Check if the Aggregate Amount in Row 9
Excludes Certain Shares. o
(11)
Percent of Class Represented by Amount in
Row 9.
<5%
(12)
Type of Reporting Person (See
Instructions).
Item
1.
Power Efficiency Corporation
(b)
Address of Issuer's Principal Executive Offices.
3960
Howard Hughes Pkwy, Suite 460
Las
Vegas, NV 89169
Item
2.
(a) Name of Person Filing.
(b)
Address or Principal Business Office or, if none, Residence.
152
West 57th
Street, 4th
Floor
New
York, NY 10019
(c) Citizenship or Place of
Organization.
Delaware
(d) Title
of Class of Securities.
Common
Stock, par value $0.001 per share
(e) CUSIP
No.
739268209
Item
3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
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£
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Broker
or dealer registered under section 15 of the
Act.
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£
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Bank
as defined in Section 3(a)(6) of the
Act.
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£
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Insurance
company as defined in Section 3(a)(19) of the
Act.
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£
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Investment
company registered under section 8 of the Investment Company Act of
1940.
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£
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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£
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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£
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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£
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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£
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
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£
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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(a)
Amount Beneficially Owned: <5% beneficial ownership of
Issuer’s common stock.
(b)
Percent of class: <5%
(c)
Number of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: <5%
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: <5%
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
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Item
5. Ownership of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following T.
Item 6. Ownership of More than 5
Percent on Behalf of Another Person.
If any
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company or Control Person.
If a
parent holding company or control person has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. N/A
Item 8. Identification and
Classification of Members of the Group.
If a
group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group. N/A
Item 9. Notice of Dissolution of
Group.
Notice of
dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. N/A
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 23, 2010
AP
FINANCE LLC
By: /s/
OLIVER JIMENEZ
Oliver
Jimenez
Chief
Compliance Officer
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