telkonet_8k-041008.htm


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

April 7, 2008
_______________
 
(Date of earliest event reported)

TELKONET, INC.
_______________
 
(Exact Name of Registrant as Specified in Its Charter)

Utah
_______________
 
 (State or Other Jurisdiction of Incorporation)

001-31972
87-0627421
(Commission File No.)
(I.R.S. Employer Identification No.)

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)).
 

 
5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2008, James “Lou” Peeler and Ronald W. Pickett resigned from the Board of Directors of Telkonet, Inc. due to personal health concerns.  As a result of these resignations, the number of directors serving on the Board of Directors was decreased from seven to five.  The remaining directors also elected Anthony J. Paoni to serve as Mr. Peeler’s replacement on the Audit Committee.

Item 9.01   Financial Statements and Exhibits.

(d)   Exhibits.

None.

 
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.


 
TELKONET, INC.
   
Date: April 11, 2008
 
 
By: /s/ Richard J. Leimbach                                    
 
Richard J. Leimbach
 
Chief Financial Officer