UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
March
15,
2007
(Date
of
earliest event reported)
TELKONET,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
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000-27305
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87-0627421
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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20374
Seneca Meadows Parkway, Germantown, Maryland 20876
(Address
of Principal Executive Offices)
(240)-912-1800
(Registrant's
Telephone Number)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425).
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12).
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)).
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)).
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
March
15, 2007, the Company completed the acquisition of 100% of the issued and
outstanding membership interests of Ethostream, LLC, a network solutions
integration company that offer installation, sales and service in the
hospitality industry, from all of the members of Ethostream identified in the
purchase agreement attached as an Exhibit to this Form 8-K. The purchase
price of $11,756,097 was comprised of $2.0 million in cash and 3,459,609
shares of the Company's common stock. The entire stock portion of the
purchase price is being held in escrow to satisfy certain potential
indemnification obligations of the sellers under the purchase
agreement. The shares held in escrow are distributable over three
years following the closing.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of Business Acquired.
Financial
statements required by this Item shall be filed by amendment to this Form 8-K
not later than 71 calendar days following the date this Form 8-K was required
to
be filed.
(b)
Pro forma financial information.
The
proforma financial information required by this Item shall be filed by amendment
to this Form 8-K not later than 71 calendar days following the date this Form
8-K was required to be filed.
(c)
Shell Company Transactions.
None.
(d)
Exhibits.
99
Unit Purchase
Agreement, dated March 15, 2007, by and among Telkonet, Inc., Ethostream,
LLC and the members of Ethostream, LLC.
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 hereunto
duly authorized.
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TELKONET,
INC.
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Date:
March 16, 2007
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By:
/s/ Richard J.
Leimbach
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Richard
J. Leimbach
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Vice
President, Finance
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