UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TELKONET, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
879604106
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(CUSIP Number)
February 2, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP 879604106 SCHEDULE 13G Page 2 of 9
1. Names of Reporting Persons. Enable Capital Management, LLC
I.R.S. Identification Nos. of above persons 73-1625368
(entities only).
2. Check the Appropriate Box if a Member of a Group 6,262,018
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of 5. Sole Voting Power 6,262,018
Shares
Beneficially 6. Shared Voting Power 0
Owned
by Each 7. Sole Dispositive Power 6,262,018
Reporting
Person With 8. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 6,262,018
Reporting Person
12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (9) 9.999%
14. Type of Reporting Person (See Instructions) OO
Includes warrants to purchase up to 1,775,818 shares of common stock
exercisable within 60 days of the date hereof.
CUSIP 879604106 SCHEDULE 13G Page 3 of 9
1. Names of Reporting Persons. Enable Growth Partners, L.P.
I.R.S. Identification Nos. of above persons 75-3030215
(entities only).
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of 5. Sole Voting Power 5,471,054
Shares
Beneficially 6. Shared Voting Power 0
Owned
by Each 7. Sole Dispositive Power 5,471,054
Reporting
Person With 8. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 5,471,054
Reporting Person
12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (9) 8.736%
14. Type of Reporting Person (See Instructions) PN
CUSIP 879604106 SCHEDULE 13G Page 4 of 9
1. Names of Reporting Persons. Mitchell S. Levine
I.R.S. Identification Nos. of above persons
(entities only).
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of 5. Sole Voting Power 6,262,018
Shares
Beneficially 6. Shared Voting Power 0
Owned
by Each 7. Sole Dispositive Power 6,262,018
Reporting
Person With 8. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 6,262,018
Reporting Person
12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (9) 9.999%
14. Type of Reporting Person (See Instructions) IN
CUSIP 879604106 SCHEDULE 13G Page 5 of 9
Item 1(a). Name of Issuer:
Telkonet, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
20374 Seneca Meadows Parkway
Germantown, MD 20876
Item 2(a). Names of Persons Filing:
Enable Capital Management, LLC ("ECM")
Enable Growth Partners, L.P. ("EGP")
Mitchell S. Levine
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of the reporting persons is One Ferry
Building, Suite 255, San Francisco, CA 94111.
Item 2(c). Citizenship:
Reference is made to Item 4 of pages 2, 3, and 4, of this Schedule
13G (this "Schedule"), which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
879604106
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
[ ] (a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
[ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
[ ] (c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
[ ] (d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
CUSIP 879604106 SCHEDULE 13G Page 6 of 9
[ ] (e) An investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E);
[ ] (f) An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
[ ] (g) A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
[ ] (h) A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] (i) 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) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages 2, 3, and 4,
of this Schedule 13, which Items are incorporated by reference herein.
ECM, as investment manager of EGP and various client accounts, and
Mitchell S. Levine, as ECM's manager and majority owner, may be deemed
to beneficially own the securities owned by such accounts, in that they
may be deemed to have the power to direct the voting or disposition of
those securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that ECM or Mitchell
S. Levine is, for any purpose, the beneficial owner of any securities to
which this Schedule relates (the "Securities"), and each of ECM and
Mitchell S. Levine disclaims beneficial ownership as to the Securities,
except to the extent of his or its pecuniary interests therein. Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of the other individual officers and
members of ECM is, for any purpose, the beneficial owner of any of the
Securities, and such beneficial ownership is expressly disclaimed.
The calculation of percentage of beneficial ownership in item 11 of
pages 2, 3, and 4 was derived from the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 9, 2006, in which the
Issuer stated that the number of shares of its common tock outstanding
as of November 1, 2006 was 56,850,634 shares, and from a current report
on Form 8-K filed February 5, 2007, pursuant to which the Issuer
reported issuing an additional 4,000,000 shares.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
CUSIP 879604106 SCHEDULE 13G Page 7 of 9
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
ECM is the investment manager of EGP and one or more other
investment partnerships, pooled investment vehicles and/or other client
accounts that beneficially hold the Securities and, in that capacity,
has been granted the authority to dispose of and vote the Securities
held by those accounts. The client accounts have the right to receive
(or the power to direct the receipt of) dividends received in connection
with ownership of the Securities relates and the proceeds from the sale
of such securities. Other than EGP, no single client's holdings exceed
five percent of the Securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
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 I certify that, to the best of my 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.
CUSIP 879604106 SCHEDULE 13G Page 8 of 9
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 2007 ENABLE CAPITAL MANAGEMENT, LLC
By: /s/ Mitchell S. Levine
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Mitchell S. Levine, its Managing
Member
ENABLE GROWTH PARTNERS, L.P.
By: Enable Capital Management,LLC, its
General Partner
By: /s/ Mitchell S. Levine
------------------------------------
Mitchell S. Levine, its Managing
Member
MITCHELL S. LEVINE
/s/ Mitchell S. Levine
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Mitchell S. Levine
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 9
CUSIP 879604106 SCHEDULE 13G Page 9 of 9
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule,
as it may be amended, jointly on behalf of each of such parties.
Dated: February 12, 2007 ENABLE CAPITAL MANAGEMENT, LLC
By: /s/ Mitchell S. Levine
------------------------------------
Mitchell S. Levine, its Managing
Member
ENABLE GROWTH PARTNERS, L.P.
By: Enable Capital Management, LLC,
its General Partner
By: /s/ Mitchell S. Levine
------------------------------------
Mitchell S. Levine, its Managing
Member
MITCHELL S. LEVINE
/s/ Mitchell S. Levine
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Mitchell S. Levine