UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 23, 2009
POWER
EFFICIENCY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-31805
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22-3337365
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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3960
Howard Hughes Pkwy, Suite 460, Las Vegas, NV
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89169
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 697-0377
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying
Accountant
(a)
Dismissal of Certifying Accountant
On April
23, 2009, we dismissed Sobel & Co., LLC (“Sobel”) as our independent
registered public accounting firm. Our audit committee approved the
termination of Sobel.
Sobel’s
audit report dated March 30, 2009 (which was included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008) on our consolidated
financial statements as of, and for the years ended, December 31, 2008 and
December 31, 2007, did not contain an adverse opinion or a disclaimer opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles, except the audit report contained a separate paragraph
stating:
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations,
and the Company has experienced a deficiency of cash from
operations. These matters raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
During
our two most recent fiscal years and the subsequent interim period through April
23, 2009, there were no disagreements with Sobel on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreement, if not resolved to Sobel’s satisfaction, would
have caused Sobel to make reference to the subject matter of the disagreement in
connection with its report. There were no “reportable events” as defined in Item
304(a)(1)(v) of Regulation S-K during our two most recent fiscal years and the
subsequent interim period through April 23, 2009.
We
provided Sobel with a copy of the foregoing disclosures and requested Sobel to
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of Sobel’s
response letter, dated April 28, 2009, is attached as Exhibit 16.1 to this Form
8-K.
(b)
Engagement of New Certifying Accountant
On April
27, 2009, our audit committee approved the engagement of BDO Seidman, LLP (“BDO
Seidman”) as our new independent registered public accounting firm. We have not
consulted with BDO Seidman during our two most recent fiscal years or during the
subsequent interim period through April 27, 2009 regarding the application of
accounting principles to a specific completed or proposed transaction, or the
type of audit opinion that might be rendered on our financial statements, or as
to any disagreement or reportable event as described in Item 304(a)(1)(iv) and
Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Exhibits
Set forth
below is a list of Exhibits included as part of this Current
Report:
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16.1
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Letter
from Sobel & Co., LLC dated April 28, 2009 regarding change in
certifying accountant.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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POWER
EFFICIENCY CORPORATION
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By:
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/s/ John
(BJ) Lackland
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John
(BJ) Lackland, CFO
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Date:
April 29, 2009
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