UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 19, 2004
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(Date of earliest event reported)
TELKONET, INC.
(Exact Name of Registrant as Specified in Its Charter)
UTAH 87-0627421
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
000-27305
(Commission File No.)
902-A COMMERCE ROAD, ANNAPOLIS, MARYLAND 21401
(Address of Principal Executive Offices)
410-897-5900
(Registrant's Telephone Number)
ITEM 5. OTHER EVENTS.
On March 5, 2004, Telkonet, Inc. (the "Company") received a
letter from Daniel L. McGinnis informing the Company of his resignation from the
Company's Board of Directors. Warren V. Musser, Chairman of the Company's Board
of Directors, has agreed to serve on the Company's Audit Committee until Mr.
McGinnis' successor is appointed. The Company's announcement is included in the
press release attached as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are required to be filed as
part of this Current Report on Form 8-K.
(b) No pro forma financial information is required to be
filed as part of this Current Report on Form 8-K.
(c) The following exhibit is filed as part of this
Current Report on Form 8-K:
99 Press Release dated March 19, 2004
ITEM 9. REGULATION FD DISCLOSURE.
The Company is furnishing under Item 9 of this Current Report
on Form 8-K the information included as Exhibit 99 to this report, which is
hereby incorporated herein by reference. Exhibit 99 is the Company's press
release announcing Mr. Daniel L. McGinnis' resignation from the Company's Board
of Directors.
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.
Date: March 19, 2004 TELKONET, INC.
/s/ Ronald W. Pickett
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Ronald W. Pickett
Chief Executive Officer