SB-2/A

As filed with the Securities and Exchange Commission on December 8, 2006

Registration No. 333-139087

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1 to

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AKEENA SOLAR, INC.

(Name of Small Business Issuer in Its Charter)

Delaware			8711			20-5132054
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

605 University Avenue
Los Gatos, California 95032

(Address and Telephone Number of Principal Executive Offices)
(Address of Principal Place of Business
or Intended Principal Place of Business)

Barry Cinnamon
Chief Executive Officer
Akeena Solar, Inc.
605 University Avenue
Los Gatos, California 95032
(408) 395-7774

(Name, Address and Telephone Number of Agent for Service)

Copy to:

Harvey J. Kesner, Esq.
Haynes and Boone, LLP
153 East 53rd Street
New York, New York 10022
(212) 659-7300

As soon as practicable after the effective date of this registration statement

(Approximate Date of Proposed Sale to the Public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Los Gatos, State of California, on December 8, 2006.

AKEENA SOLAR, INC.

By:    /s/ Barry Cinnamon                                
          Barry Cinnamon
          President and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Barry Cinnamon		President, Chief Executive Officer and Director (Principal Executive Officer)		December 8, 2006
Barry Cinnamon
/s/ David Wallace		Chief Financial Officer (Principal Financial and Accounting Officer)		December 8, 2006
David Wallace
*		Director		December 8, 2006
Ed Roffman

*	Signed by Barry Cinnamon as attorney-in-fact

EXHIBIT INDEX

Exhibit No.						Description
	2	.1				Agreement of Merger and Plan of Reorganization, dated as of August 11, 2006, by and among Fairview Energy Corporation, Inc., ASI Acquisition Sub, Inc. and Akeena Solar, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	3	.1				Certificate of Incorporation of Fairview Energy Corporation, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Fairview Energy Corporation, Inc. filed with the Commission on August 7, 2006).
	3	.2				By-laws of Fairview Energy Corporation, Inc. (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Fairview Energy Corporation, Inc. filed with the Commission on August 7, 2006).
	3	.3				Certificate of Amendment to Certificate of Incorporation of Fairview Energy Corporation, Inc., changing the Company’s name to Akeena Solar, Inc. (Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of Fairview Energy Corporation, Inc. filed with the Commission on August 7, 2006).
	5	.1*				Opinion of Haynes and Boone, LLP.
	10	.1				Akeena Solar, Inc. 2006 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.2				Form of Akeena Solar, Inc. Private Placement Subscription Agreement. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.3				Form of Akeena Solar, Inc. Registration Rights Agreement. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.4				Form of Lockup Agreement. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.5				Relationship Ready Credit Agreement, dated August 31, 2005, by and between Akeena, Inc. and Citibank (West) FSB. (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.6				Commercial Guaranty, dated August 31, 2005, of Barry Cinnamon to Citibank (West) FSB. (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.7				Commercial Security Agreement, dated August 31, 2005, between Akeena, Inc. and Citibank (West) FSB. (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.8				Form of Customer Purchase Agreement. (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).

Exhibit No.						Description
	10	.9				Form of Indemnification Agreement. (Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.10				Letter Agreement, dated July 19, 2006, between Akeena Solar, Inc. and Lippert/Heilshorn & Associates. (Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	10	.11				Standard Industrial/Commercial Single-Tenant Lease – Net, dated September 30, 2002, between Mattiuz Children’s Trust and Akeena Solar, Inc., as amended by Addendum to Standard Industrial/Commercial Single-Tenant Lease – Net, dated April 26, 2004, Second Addendum Standard Industrial/Commercial Single-Tenant Lease – Net, dated April 30, 2005 and Third Addendum to Standard Industrial/Commercial Single-Tenant Lease, dated July 7, 2006. (Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K/A of Akeena Solar, Inc. filed with the Commission on August 28, 2006).
	10	.12				Letter Agreement, dated July 21, 2006, by and between Akeena Solar, Inc. and Westminster Securities Corp. (Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K/A of Akeena Solar, Inc. filed with the Commission on August 28, 2006).
	21	.1				List of Subsidiaries. (Incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K of Akeena Solar, Inc. filed with the Commission on August 14, 2006).
	23	.1**				Consent of Marcum & Kliegman LLP.
	23	.2*				Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
	24	.1**				Power of Attorney.

*	Filed herewith.

**	Previously filed.

EX-5.1

Exhibit 5.1

December 8, 2006

Akeena Solar, Inc.
605 University Avenue
Los Gatos, California 95032

Re:     Form SB-2 Registration Statement (Registration No. 333-139087)

Ladies and Gentlemen:

We have acted as counsel to Akeena Solar, Inc., a Delaware corporation (the ‘‘Company’’), in connection with the Company’s Registration Statement on Form SB-2 (the ‘‘Registration Statement’’), initially filed with the Securities and Exchange Commission (the ‘‘Commission’’) on December 1, 2006, under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Registration Statement relates to the registration of the offer and sale of up to 3,279,000 shares (the ‘‘Shares’’) of the common stock, par value $0.001 per share, of the Company. This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-B promulgated under the Securities Act.

In connection with this opinion, we have examined the Company's Certificate of Incorporation and By-Laws, each as amended to date, the Registration Statement and such other documents as we have considered appropriate for purposes of this opinion.

We have also reviewed such other matters of law and examined and relied upon such other documents, records and certificates as we have deemed relevant hereto. In all such examinations we have assumed conformity with the original documents of all documents submitted to us as conformed or photostatic copies, the authenticity of all documents submitted to us as originals and the genuineness of all signatures on all documents submitted to us. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when sold as described in the Registration Statement, will be legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware. We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion is being furnished solely in connection with the offer and sale of the Shares and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference made to our firm under the caption ‘‘Legal Matters’’ in the Prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ HAYNES AND BOONE, LLP        
HAYNES AND BOONE, LLP