-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZJSohSjRgSkGeWUexJlr0jJgIXVqklufmrpOeP7GaR77LMOIwfnGWS0bNOQ01Od 0XWhu76+rF1WlMnf548vvA== 0001144204-10-042578.txt : 20100810 0001144204-10-042578.hdr.sgml : 20100810 20100810163528 ACCESSION NUMBER: 0001144204-10-042578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100810 DATE AS OF CHANGE: 20100810 GROUP MEMBERS: NORTHWEST POWER MANAGEMENT, INC. GROUP MEMBERS: SUMMIT ENERGY VENTURES, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRASSER STEVEN Z CENTRAL INDEX KEY: 0001282639 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 7387 CITY: BELLEVUE STATE: WA ZIP: 98008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWER EFFICIENCY CORP CENTRAL INDEX KEY: 0001024075 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223337365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78340 FILM NUMBER: 101005372 BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 460 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7026970377 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 460 CITY: LAS VEGAS STATE: NV ZIP: 89169 SC 13D/A 1 v191297_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
 (Rule 13d-101)

Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
 
(Amendment No. 5)*
 
POWER EFFICIENCY CORPORATION
(Name of Issuer)
 
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
 
739268 20 9
(CUSIP Number)
 
STEVEN STRASSER, 3960 HOWARD HUGHES PKWY, SUITE 460,
LAS VEGAS, NV 89169.  TEL: (702-697-0377)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
June 21, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.      ¨
 
Note:  schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 10 Pages)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
SCHEDULE 13D

CUSIP No. 739268 20 9
  
Page   2   of   7   Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SUMMIT ENERGY VENTURES, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)o
 (b)o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
8
SHARED VOTING POWER
0 SHARES OF COMMON STOCK
9
SOLE DISPOSITIVE POWER
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
10
SHARED DISPOSITIVE POWER
0 SHARES
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
14
TYPE OF REPORTING PERSON*
IV
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!  
 
 

SCHEDULE 13D
 
CUSIP No. 739268 20 9
  
Page   3   of   7   Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NORTHWEST POWER MANAGEMENT, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a) o
 (b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
8
SHARED VOTING POWER
0 SHARES OF COMMON STOCK
9
SOLE DISPOSITIVE POWER
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
10
SHARED DISPOSITIVE POWER
0 SHARES
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,803,901 SHARES OF COMMON STOCK, WHICH INCLUDES 2,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS.
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
14
TYPE OF REPORTING PERSON*
IA
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!  
 
 
SCHEDULE 13D
 
CUSIP No. 739268 20 9
  
Page   4   of   7   Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
STEVEN STRASSER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a) o
 (b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
 
24,236,248 SHARES OF COMMON STOCK, WHICH INCLUDES 8,099,298 SHARES OF COMMON STOCK UNDERLYING OPTIONS AND WARRANTS, AND 6,548,040 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE PREFERRED STOCK.
 
8
SHARED VOTING POWER
0 SHARES OF COMMON STOCK
9
SOLE DISPOSITIVE POWER
 
24,236,248 SHARES OF COMMON STOCK, WHICH INCLUDES 8,099,298 SHARES OF COMMON STOCK UNDERLYING OPTIONS AND WARRANTS, AND 6,548,040 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE PREFERRED STOCK.
 
10
SHARED DISPOSITIVE POWER
0 SHARES
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,236,248 SHARES OF COMMON STOCK, WHICH INCLUDES 8,099,298 SHARES OF COMMON STOCK UNDERLYING OPTIONS AND WARRANTS, AND 6,548,040 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE PREFERRED STOCK.
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
14
TYPE OF REPORTING PERSON*
IN
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!  
 
 
Item 1.  
Security and Issuer
 
This Statement relates to the Common Stock, par value $0.001 per share (“Common Stock”) of Power Efficiency Corporation, a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 3960 Howard Hughes Pkwy, Ste 460, Las Vegas, Nevada 89169.
 
This Amendment No. 5 to Schedule 13D filed for each of Summit Energy Ventures, LLC, Northwest Power Management, Inc. and Steven Strasser is made to reflect the change in beneficial ownership as a result of investing additional capital in the Issuer by Steven Strasser.
 
Item 2.
Identity and Background
 
(a)
This Statement is filed on behalf of:
 
 
(1)
Summit Energy Ventures, LLC, a Delaware limited liability company (“Summit”);
 
 
(2)
Northwest Power Management, Inc., a Washington Corporation and the manager of Summit (“Northwest Power”);
 
 
(3)
Steven Strasser (“Mr. Strasser”);
 

(b)
The address of the above persons is:
3960 Howard Hughes Pkwy, Ste 460
Las Vegas, NV 89169
 
(c)
Mr. Strasser is the president and sole owner of Northwest Power and may be deemed to control Northwest Power.  Northwest Power is a manager that provides management services to Summit.  Summit is an investment company which invests in securities and other obligations of entities.  Mr. Strasser owns 99.5% of Summit and has voting and dispositive control over Summit and Summit’s shares of the Issuer.
 
(d)
Summit, Northwest Power, and Mr. Strasser have not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors).
 
(e)
Summit, Northwest Power, and Mr. Strasser have not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
(f)
Mr. Strasser is a Canadian citizen and is a permanent resident of the United States.
 
 
Item 3.
Source and Amount of Funds or Other Consideration
 
The source of funds used in the acquisition of the Issuer’s securities is personal funds of the Reporting Persons.
 
Item 4.
Purpose of Transaction
 
Mr. Strasser acquired the shares for personal investment.
 
Item 5.
Interest in Securities of the Issuer
 
(a), (b) Summit is entitled to has voting and dispositive power on 8,803,901 shares of common stock in the issue, including common stock underlying warrants, or 16.3% of the outstanding stock of the Issuer.  Northwest Power does not directly own any shares of the Issuer and is only making this filing because it is the manager of Summit.
 
(a), (b) Mr. Strasser has voting and dispositive power on 24,236,248 shares of common stock in the issuer, including common stock underlying options, warrants and preferred stock, or 34.9%of the outstanding stock of the Issuer.
 
(c) In the Issuer’s private placement of securities that closed on June 21, 2010, Mr. Strasser paid approximately $552,000 for 34,547 Units, each Unit consisting of 1 share of the Issuer’s Series D Convertible Preferred Stock and a warrant exercisable for up to 50 shares of the Issuer’s common stock at an exercise price of $0.19 per share.  Each share of the Series D Convertible Preferred Stock is initially convertible into 100 shares of common stock.
 
(d) N/A
 
(e) N/A
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Stockholders’ Agreement previously entered into by Summit was terminated on February 26, 2004.
 
Item 7.
Material to be Filed as Exhibits
 
None.
 
 
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 as of this 30th day of July, 2010.
 
By: 
/s/Steven Strasser
 
 
Name: Steven Strasser, individually
  
 
 
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 as of this 30th day of July, 2010.
 
NORTHWEST POWER MANAGEMENT, INC.
 
By: 
/s/Steven Strasser
 
 
Name: Steven Strasser, individually
  
  Title:   President  
 
 
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 as of this 30th day of July, 2010.
 
SUMMIT ENERGY VENTURES, LLC
 
By:    NORTHWEST POWER MANAGEMENT, INC., its manager
     
By: 
/s/Steven Strasser
 
 
Name: Steven Strasser
  
  Title:   President  
 
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