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
8, 2008
___________________
(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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000-31972
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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 13, 2007, Telkonet, Inc. entered into a Factoring and Security
Agreement (the “Agreement”) with Thermo Credit, LLC (“Thermo”), pursuant to
which Thermo has agreed to lend to Telkonet, on a revolving basis, up to
$2,500,000. The Agreement has a two year term and is secured by
substantially all of the Company’s accounts receivable. The proceeds
will be used for general working capital needs.
Item
3.02 Unregistered Sales of Equity Securities
On
February 8, 2008, Telkonet, Inc. completed a private placement of 2.5 million
shares of its common stock for aggregate gross proceeds of $1.5
million. The proceeds of this private placement were primarily used
to repay the Senior Promissory Note issued by Telkonet to GRQ Consultants, Inc.
that became due on January 28, 2008.
The
common stock issued in the offering was sold pursuant to the exemption provided
by Section 4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D
promulgated thereunder on the basis that the purchasers are "accredited
investors" as such term is defined in Rule 501 of Regulation D.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
99.1 Press
Release dated February 14, 2008
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:
February 14, 2008
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By:
/s/ Richard J.
Leimbach
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Richard
J. Leimbach
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Chief
Financial Officer
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