EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


                  Power Efficiency Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, adopted a resolution proposing and
                  declaring advisable the following amendment to the Certificate
                  of Incorporation of said corporation:

                  RESOLVED, that the Certificate of Incorporation of Power
                  Efficiency Corporation be amended to increase the authorized
                  number of shares of said corporation by changing Section 4.1
                  of the Fourth Article thereof so that, as amended, said
                  Section 4.1 shall be and read as follows:

                  4.1 Authorized Stock. The total number of shares of all
                  classes of stock which the Corporation shall have authority to
                  issue is sixty million (60,000,000) shares, which are to be
                  divided into two classes as follows:

                           50,000,000 shares of Common Stock, par value $.001
                           per share; and

                           10,000,000 shares of Preferred Stock, par value
                           $.001 per share.

SECOND:           That thereafter, pursuant to resolution of its Board of
                  Directors, the annual meeting of the stockholders of said
                  corporation was duly called and held, upon notice in
                  accordance with Section 222 of the General Corporation Law of
                  the State of Delaware at which meeting the necessary number of
                  shares as required by statute were voted in favor of the
                  amendment.

THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Section 242 of the General
                  Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, said Power Efficiency Corporation has caused this
certificate to be signed by Stephen Shulman, its President, this 4th day of June
2002.


                                POWER EFFICIENCY CORPORATION


                                By /s/shulman
                                   ----------------------------------
                                     Stephen Shulman
                                     Its President