Telkonet, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 21, 2007
 
 
Telkonet, Inc.
(Exact name of registrant as specified in its charter)
 
 
Utah
  
000-27305
  
87-0627421
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

 
20374 Seneca Meadows Parkway, Germantown, MD
  
20876
(Address of Principal Executive Officers)
  
(Zip Code)
     
     
Registrant's telephone number, including area code: (240) 912-1800  
 
 
 
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 8.01.    OTHER EVENTS

On February 21, 2007, Telkonet, Inc. issued a shareholder letter providing an update on the company’s strategic direction.

 
ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(a)    No financial statements are required to be filed as part of this report.
 
(b)   No pro forma financial information is required to be filed as part of this report.
 
(c)   The following exhibit is filed as part of this report:

99.1    Shareholder letter dated February 21, 2007

 
 
 
 
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.

Dated: February 21, 2007


  By: /s/ Richard J. Leimbach                              
  Richard J. Leimbach
  Vice President Finance