Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SARKOWSKY HERMAN
 2. Issuer Name and Ticker or Trading Symbol
POWER EFFICIENCY CORP [PEFF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

1201 3RD AVENUE, SUITE 5450		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
(Street)


SEATTLE, WA 98101		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     3         D  
Common Stock 12/02/2008   J4(1) 220,000 A $ 0.2 3,553,334 D  
Common Stock 09/21/2009   P4 500,000 A $ 0.15 4,053,334 D  
Common Stock 12/01/2009   J4(1) 115,789 A $ 0.38 4,169,123 D  
Common Stock 12/11/2010   J4(1) 244,444 A $ 0.18 4,413,567 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants $ 0.4     3     11/30/2006 11/29/2011 Common Stock
1,666,667
  1,666,667
D
 
Common Stock Warrants $ 0.4     3     11/30/2006 11/29/2011 Common Stock
486,980
  2,153,647
D
 
Series B Convertible Preferred Stock $ 0.5 10/29/2007   P4 11,000     (2)   (2) Common Stock
1,100,000
$ 0.5 1,100,000
D
 
Common Stock Warrants $ 0.6 10/29/2007   P4 486,980     (3)   (2) Common Stock
486,980
(4) 486,980
D
 
Common Stock Warrants $ 0.23 05/13/2010   P4 869,566     (3) 05/12/2015 Common Stock
869,566
(5) 869,566
D
 
Series D Convertible Preferred Stock $ 0.16 06/21/2010   P4 13,500     (2)   (2) Common Stock
1,350,000
$ 0.16 1,350,000
D
 
Common Stock Warrants $ 0.19 06/21/2010   P4 675,000     (3) 06/20/2015 Common Stock
675,000
(6) 675,000
D
 
Common Stock Options $ 0.17 08/13/2010   A4 62,500     (7) 08/11/2020 Common Stock
62,500
$ 0.17 62,500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SARKOWSKY HERMAN
1201 3RD AVENUE
SUITE 5450
SEATTLE, WA 98101		   X   X    

Signatures

Herman Sarkowsky 04/08/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Issued in connection with a Preferred Stock Dividend paid in Common Stock.
(2) None
(3) Immediately
(4) These warrants were part of a purchase of Series B Convertible Preferred Stock, as described above.
(5) These stock warrants were issued in connection with a note to the issuer on 05-13-2010, and vested monthly as long as the note was outstanding. This note was paid off with the issuer's financing closed on 6/21/2010.
(6) These warrants were part of a purchase of Series D Convertible Preferred Stock, as described above.
(7) 31,250 options become exercisable on 9/30/2010, 31,250 options become exercisable on 12/31/2010.

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