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Friday, 08/29/2008 11:31:33 AM

Friday, August 29, 2008 11:31:33 AM

Post# of 80
Form 8-K for MSTI HOLDINGS, INC.

25-Aug-2008

Change in Directors or Principal Officers


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

On August 20, 2008, Richard J. Leimbach resigned as the Vice President of Finance and principal financial and accounting officer of MSTI Holdings, Inc. (the "Company"). Mr. Leimbach's resignation was not the result of any disagreement with the Company or its management.

The Company's Board of Directors has appointed Ownkar Persaud to serve as its Vice President of Finance and principal financial and accounting officer, effective August 25, 2008. Mr. Persaud, 51, has served as the Company's Controller since February 2006, in which capacity he managed the Company's financial operations. Mr. Persaud has served as Assistant Controller and Sarbanes-Oxley Act of 2002 compliance auditor to Telkonet Inc., our majority stockholder, since January 2005. Previously, Mr. Persaud was the Assistant Controller at SOTAS Inc., a provider of telecommunication network management solutions, from October 1999 to December 2004.

There are no related party transactions between the Company and Mr. Persaud that are reportable under Item 404(a) of Regulation S-K. There is no family relationship among Mr. Persaud and the Company's other executive officers and directors.

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