Washington, D.C. 20549

Energy Focus, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

29268T102

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

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Item 1.

(a)

Name of Issuer Energy Focus, Inc., a Delaware corporation (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices

32000 Aurora Road
Solon, Ohio, 44139

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

TLC Investments, LLC (“TLC”)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee

Jami E. Hall (“Hall”)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee

Robert E. Wilson (“Wilson”)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee

Woodstone Energy, LLC (“Woodstone”)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

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Item 2(d). Title of Class of Securities

     Common Stock, $0.0001 par value (“Common Stock”)

Item 2(e). CUSIP Number

     29268T102

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 (15 U.S.C. 78o).
	(b)		o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)		o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)		o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)		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 (15 U.S.C. 80a-3);
	(j)		o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. þ

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Item 4. Ownership

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     Introduction:

     On December 31, 2009, the Issuer acquired all of the member interests of Stones Rivers Companies, LLC, a Tennessee limited liability company (“SRC”), from TLC. The consideration that the Company paid to TLC that day included 1,000,000 shares of its Common Stock and a Convertible Promissory Note in the face amount of $500,000 with a maturity date of June 30, 2013. The principal amount of the Note is convertible in whole, but not in part, into 500,000 shares of Common Stock at any time during the period beginning on June 30, 2010 and ending on the maturity date. Ms. Hall and Mr. Wilson own all of the member interests of TLC.

     On December 31, 2009, the Company issued to Woodstone warrants to purchase up to 600,000 shares of the Company’s Common Stock at an exercise price of $0.65 per share and with a term ending on December 31, 2014. The warrants become exercisable only if SRC, now a subsidiary of the Company, receives from Woodstone firm contracts or purchase orders for at least $10,000,000 by June 30, 2013. The warrants vest in two parts: 400,000 shares when contracts or purchase orders between SRC and Woodstone reach $10,000,000, and an additional 200,000 shares when contracts or purchase orders between them reach an additional $5,000,000. Ms. Hall and Mr. Wilson each own a minority of the member interests of Woodstone. Together, they own a majority of its member interests.

     On December 31, 2009, the Company awarded to Mr. Wilson an employee stock option under its 2008 Stock Incentive Plan to purchase 140,000 shares of Common Stock at an exercise price of $0.64 and with a term of ten years. Of the total number of shares, twenty-five percent become exercisable on December 31, 2010, and the remaining seventy-five percent become exercisable monthly in equal amounts over the next thirty-six months.

(a)

Amount Beneficially Owned:

     As of the date of this filing, and assuming the passage of the requisite amount of time, the satisfaction of conditions, and the satisfaction of vesting requirements, (i) TLC beneficially owns 1,500,000 shares of Common Stock, (ii) Woodstone beneficially owns 600,000 shares of Common Stock, (iii) Mr. Wilson beneficially owns 140,000 shares of Common Stock, and (iv) each of Ms. Hall and Mr. Wilson may be deemed to be the beneficial owner of 2,100,000 shares of Common Stock beneficially owned by TLC and by Woodstone.

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(b)

Percent of Class:

     The Company has informed the Reporting Persons that following its acquisition of SRC, and the issuance to SRC of 1,000,000 shares of Common Stock, on December 31, 2009, there were 21,077,859 shares of Common Stock outstanding. Therefore, based on the Company’s outstanding shares of Common Stock, and on the assumptions set forth in the previous paragraph, (i) TLC may be deemed to beneficially own 7.1% of the outstanding shares of Common Stock of the Company, (ii) Woodstone may be deemed to beneficially own 2.8% of the outstanding shares of Common Stock of the Company, (iii) Ms. Hall may be deemed to beneficially own 9.9% of the outstanding shares of Common Stock of the Company, and (iv) Mr. Wilson may be deemed to beneficially own 10.6% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed, in and of itself, as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

     (c) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote
			See Item 4(a)
	(ii)		Shared power to vote or to direct the vote
			See Item 4(a)
	(iii)		Sole power to dispose or to direct the disposition of
			See Item 4(a)
	(iv)		Shared power to dispose or to direct the disposition of
			See Item 4(a)

Item 5. Ownership of Five Percent or Less of a Class

     Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

     Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     Not applicable.

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Item 8. Identification and Classification of Members of the Group

     Not applicable.

Item 9. Notice of Dissolution of Group

     Not applicable.

Item 10. Certification

     By signing below each of the undersigned certifies that, to the best of its, his, or her 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.

Exhibit A: Joint Filing Agreement, dated as of January 11, 2010, by and among TLC Investments, LLC, Woodstone Energy, LLC, Jami E. Hall, and Robert E. Wilson.

[Signatures are on following page.]

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SIGNATURES

     After reasonable inquiry and to the best of its, his, or her knowledge and belief, each of the undersigned certifies that the information with respect to it, him, or her set forth in this statement is true, complete, and correct.

Dated: January 11, 2010

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EXHIBIT A

JOINT FILING AGREEMENT

     This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.0001 par value, of Energy Focus, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 11, 2010