August 9, 2012
U.S. Securities and Exchange Commission
Washington, D.C. 20549
| Re: | Energy Focus, Inc. Registration Statement on Form S-1, Filed August 3, 2012 Pre-Effective Amendment No. 1, Filed August 9, 2012 File No. 333-183058 |
Ladies and Gentlemen:
Energy Focus, Inc. hereby requests that the Commission or the staff, acting under delegated authority, declare the above-pending registration statement effective as of Monday, August 13, 2012 at 10:00 a.m. Eastern Time. Energy Focus, Inc. hereby acknowledges that:
● | Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Energy Focus, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
● | Energy Focus, Inc. may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We confirm that we are aware of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.
Please call us at 440.715.1300 with any questions.
Very truly yours, ENERGY FOCUS, INC. /s/ Joseph G. Kaveski Joseph G. Kaveski Chief Executive Officer |