Washington, D.C. 20549

FORM 12b-25



  OMB Number: 3235-0058
Expires: October 31, 2018
Estimated average burden hours per response . . . . . . 2.50


(Check one):    Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D
     Form N-SAR  Form N-CSR      
    For Period Ended: December 31, 2016
     Transition Report on Form 10-K    
     Transition Report on Form 20-F    
     Transition Report on Form 11-K    
     Transition Report on Form 10-Q    
     Transition Report on Form N-SAR    
    For the Transition Period Ended:  



Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Full Name of Registrant
Former Name if Applicable
20800 Swenson Drive Suite 175
Address of Principal Executive Office (Street and Number)
Waukesha, WI  53186
City, State and Zip Code






PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
  (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Telkonet, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”) by the March 31, 2017 due date for such report. As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017, the Company completed the sale of the assets and certain liabilities of the Company’s wholly-owned subsidiary, EthoStream LLC, to DCI-Design Communications LLC on March 29, 2017 (the “Divestiture”). The Form 10-K will be the Company’s first annual filing since the completion of the Divestiture. Accordingly, the Company requires additional time to complete certain disclosures and analyses to be included in the Form 10-K in relation to the Divestiture. The Company is therefore unable to file its 10-K within the prescribed time period. The Company is working diligently to complete the Form 10-K and file it with the SEC. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.











Name and telephone number of person to contact in regard to this notification


  Jason L. Tienor   (414)   223-0473
  (Name)   (Area Code)   (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
            Yes     No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
           Yes      No
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.







(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: 3-31-17   By /s/ Jason L. Tienor

Jason L. Tienor

Chief Executive Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).