Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q/A
(Amendment No. 1)

x
  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 2006

¨
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from     to                                            

Commission file number 0-24230

ENERGY FOCUS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
94-3021850
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

32000 Aurora Rd., Solon, OH 44139
(Address of principal executive offices)

(Registrant’s telephone number, including area code): (440) 715-1300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o
  
Accelerated filer o
  
Non-accelerated filer x
(Do not check if a smaller reporting company)
  
Smaller reporting company o

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

The number of outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of February 26, 2009 was 14,832,130.
 
 
 
 
 
TABLE OF CONTENTS

Explanatory Note
                3
   
Part II—Other Information:  Item 6—Exhibits 
3
   
Signatures 
3
   
Exhibit Index 
4


 
2
 

EXPLANATORY NOTE
 
This Amendment to the Company’s Report on Form 10-Q for its quarterly period ended June 30, 2006 is being filed solely to amend Exhibit 10.1 originally filed with that Report.  Confidential treatment has been granted for certain parts of the Agreement.  Those parts have been redacted from the copy of the Agreement filed as an exhibit to this Amendment, marked with ***, and separately filed with the Commission.
 
PART II - OTHER INFORMATION

Item 6.  Exhibits
 
Exhibit
Number
  
Description of Documents
     
10.1*
  
Equipment Purchase and Product Supply Agreement entered into as of May 25, 2006 between the Company (formerly known as Fiberstars, Inc.) and Venture Lighting International, Inc.
 
________________________
 
*
  
Confidential treatment has been granted for certain portions of this Agreement.
 
SIGNATURES
 
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, thereunto duly authorized.
 
Date: February 27, 2009
 ENERGY FOCUS, INC.
     
 
By:
/s/ Joseph G. Kaveski
   
Joseph G. Kaveski
   
Chief Executive Officer
     
 
By:
/s/ Nicholas G. Berchtold
   
Nicholas G. Berchtold
   
Vice President Finance and Chief
    Financial Officer
 
 
3
 

EXHIBIT INDEX

Exhibit
Number
  
Description of Documents
     
10.1*
  
Equipment Purchase and Product Supply Agreement entered into as of May 25, 2006 between the Company (formerly known as Fiberstars, Inc.) and Venture Lighting International, Inc.
 
________________________
 
*
  
Confidential treatment has been granted for certain portions of this Agreement.
 
 
4