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
May
31,
2006
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(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):
[X]
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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
6, 2006, Telkonet, Inc. (Amex: TKO), announced that E. Barry Smith, the
Company’s Chief Financial Officer, resigned to pursue other
opportunities.
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
Press
release dated June 6, 2006 announcing the resignation of E. Barry
Smith.
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:
June 6, 2006
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By:
/s/ Ronald W. Pickett
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Ronald
W. Pickett
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Chief
Executive Officer
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