Via EDGAR Transmission
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| RE: |
| Power Efficiency Corporation (the “Registrant”) — Accceleration of Effective Date of Registration Statement on Form SB-2 — Registration File No. 333-129233 (the “Registration Statement”) |
Ladies and Gentlemen:
The Registrant hereby requests acceleration of the effective date of the Registration Statement to Monday, 3:00 p.m. Eastern Time, December 19, 2005. The Registrant is aware of its respective responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that:
• should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing of the Registration Statement (the “Filing”) effective, such action does not foreclose the Commission from taking any action with respect to the Filing;
• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and
• the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or require additional information, please do not hesitate to contact me.
| Very truly yours, | |
|
| |
| POWER EFFICIENCY CORPORATION | |
|
| |
| /s/ STEVEN Z STRASSER | |
|
| |
| STEVEN Z STRASSER | |
| Chairman & Chief Executive Officer | |
cc: | Russell Mancuso |
|
| Jay Mumford |
|
| Craig H. Norville |
|
3900 Paradise Rd. Suite 283, Las Vegas, NV 89109
702-697-0377 Office
702-697-0379 Facsimile