-----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, STdM1HKjt1o3VHEKOphoCzNLXOz8qRdGpM7BjBM7Pk+ZoqspG8rYYZidlPtqy7I6 MhtFQqGw/hDuZJDI00K4lw== 0001144204-07-047622.txt : 20071113 0001144204-07-047622.hdr.sgml : 20071112 20070904060056 ACCESSION NUMBER: 0001144204-07-047622 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY FOCUS, INC/DE CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: FIBERSTARS INC /CA/ DATE OF NAME CHANGE: 19940527 CORRESP 1 filename1.htm
Cowden & Humphrey Co. LPA

1414 Terminal Tower
50 Public Square
Cleveland, OH 44113-2202
Telephone 216.241.2880
Facsimile 216.241.2881

August 31, 2007

United States Securities and Exchange Commission
Washington, D.C. 20549
Attention:
Ms. Peggy Fischer
 
and
 
Mr. Jay Mumford
 
Re:
Energy Focus, Inc.
 
Post-Effective Amendment No. 1 to Registration Statement on Form S-3
 
Filed August 8, 2007
 
File No. 333-108083

Ladies and Gentlemen:

This letter is being furnished on behalf of our client, Energy Focus, Inc., the registrant, in connection with the above Registration Statement and in response to the Commission's letter of August 24, 2007.

Set forth below are the Commission's comments on the Amendment followed by our Responses.

Prior to requesting acceleration, please update your incorporation by reference section to include all filings that are required to be filed by reference, including your Quarterly Report on Form 10-Q filed August 9, 2007 and your Current Report on Form 8-K filed August 13, 2007. Also, see Item H69 of the Manual of publicly Available Telephone Interpretations.

Response: We have updated the Incorporation by Reference section to include all filings that are required to be filed by reference. Prior to doing so, we reviewed Item H69 of the Manual of Publicly Available Telephone Interpretations.

Attached to this letter is a marked copy Post-Effective Amendment No. 2, which shows the changes made in it in comparison to Post-Effective Amendment No. 1.

Please contact the undersigned at 216.241.2880 with any questions.
U.S. Securities and Exchange Commission
August 31, 2007
 
Thank you very much for your consideration.
 
      Very truly yours, 
   
    /s/ Gerald W. Cowden
       
      Gerald W. Cowden
 
cc:
Mr. John M. Devenport
 
President & Chief Executive Officer
 
Energy Focus, Inc.
 
32000 Aurora Road
 
Solon, OH 44139
   
 
Mr. Nicholas G. Berchtold
 
Vice President, Finance & Chief Financial Officer
 
Energy Focus, Inc.
 
32000 Aurora Road
 
Solon, OH 44139





 

 
 

 
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