Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No ___)
Power Efficiency
Corporation
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
739268209
(CUSIP
Number)
June 11,
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:
CUSIP No.
739268209
AP
Finance LLC
(a) o
(b) o
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
|
4,464,376
shares of common stock. See Item 4(a) below.
10.04%
Item
1.
(b)
Address of Issuer's Principal Executive Offices.
3960
Howard Hughes Pkwy, Suite 460
Las
Vegas, NV 89169
Item
2.
(b)
Address or Principal Business Office or, if none, Residence.
152
West 57th Street,
54th
Floor
New
York, NY 10019
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:
|
|
(a)
|
o Broker or dealer
registered under section 15 of the Act.
|
| |
(b)
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o Bank as defined
in Section 3(a)(6) of the
Act.
|
|
|
(c)
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o Insurance company
as defined in Section 3(a)(19) of the
Act.
|
|
|
(d)
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o Investment
company registered under section 8 of the Investment Company Act of
1940.
|
|
|
(e)
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o An investment
adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
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(f)
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o An employee
benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
(g)
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o A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
(h)
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o A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
|
|
(i)
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o 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;
|
|
|
(j)
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o Group, in
accordance with Rule
13d-1(b)(1)(ii)(J).
|
(a)
Amount Beneficially Owned: 4,464,376 shares of common
stock
The
number of shares beneficially owned excludes 400,000 shares of common stock
issuable upon conversion of preferred stock and 815,327 shares of common stock
issuable upon exercise of warrants owned by the Reporting Person.
(b)
Percent of class: 10.04%
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 4,464,376
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 4,464,376
(iv) Shared
power to dispose or to direct the disposition of: 0
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 o.
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
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
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
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:
July 1, 2009
AP
FINANCE LLC
By: /s/ OLIVER
JIMENEZ
Oliver
Jimenez
Chief
Compliance Officer