Telkonet, Inc.
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
February
23, 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
1.01. Entry into a Material Definitive Agreement.
On
February 23, 2007, Telkonet, Inc. (the “Company”) executed a definitive
agreement with Smart Systems International, a Nevada corporation, (“SSI”)
pursuant to which the Company agreed to acquire substantially all of the assets
of SSI for cash and Company common stock having an aggregate value of
$7,000,000, provided that the aggregate amount of cash to be paid shall not
exceed $1,000,000. Consummation of the asset purchase is subject to customary
closing conditions.
The
Asset
Purchase Agreement is attached hereto as Exhibit 99 and is incorporated herein
by reference in its entirety. The foregoing description of the Asset Purchase
Agreement does not purport to be complete and is qualified in its entirety
by
reference to the full text.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of Business Acquired.
None.
(b)
Pro forma financial information.
None.
(c)
Shell Company Transactions.
None.
(d)
Exhibits.
99
Asset
Purchase Agreement, dated February 23, 2007, by and between Telkonet, Inc.
and
Smart Systems International
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 1, 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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