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                                    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
  
  
  
           December 11, 2001                             000-32657
  -------------------------------------    ---------------------------------------
    Date of Report (Date of earliest               Commission File Number
           event reported)
  
  
  
  
                                      ELEKTRYON
               (Exact name of registrant as specified in its charter)
  
  
  
                Nevada                                   88-0353324
  -------------------------------------    ---------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification Number)
    incorporation or organization)
  
  
  
  
  
  
                           6565 Spencer Street, Suite 206
                                 Las Vegas, NV 89119
              --------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (702) 361-1719
              --------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS.
  
           Elektryon  has entered into separate  amendments,  dated as of December
  11, 2001 (the "Employment Agreement  Amendments"),  to Employment Agreements (as
  amended,  collectively,  the "Employment Agreements") with Michael E. Holmstrom,
  President and Chief Financial Officer of Elektryon, and with Joanne Firstenberg,
  General Counsel of Elektryon  (collectively,  the  "Executives").  Copies of the
  Employment  Agreement  Amendments  are  annexed  hereto  as  Exhibits  1 and  2.
  Elektryon previously filed each Employment  Agreement (including  amendments) as
  exhibits to  Elektryon's  Form 10 (the "Form 10") and  amendments  thereto filed
  with the Securities and Exchange Commission (the "Commission").
  
           Each of the Employment  Agreement  Amendments  provides that the Second
  Amendment  to  each   Employment   Agreement,   dated  as  of  August  23,  2001
  (collectively,  the  "Second  Amendments"),  is null and void and of no  further
  force and effect.  Elektryon  filed the Second  Amendments as Exhibits 10.11 and
  10.13 to Amendment No. 2 to the Form 10 filed with the Commission on October 10,
  2001. The Employment Agreement  Amendments also amend the Employment  Agreements
  by (a)  terminating Mr.  Holmstrom's  right to a $500,000 lump sum cash payment,
  (b) terminating Ms. Firstenberg's right to a $500,000 lump sum cash payment, (c)
  deleting a provision in each Employment Agreement specifying that each Executive
  may engage in other activities,  including, without limitation, other for profit
  businesses,  so long as such  activities do not  materially  interfere  with the
  Executive's  responsibilities to Elektryon,  and reinstating a provision in each
  Employment  Agreement providing that each Executive will devote such Executive's
  full  business  time to  providing  services to  Elektryon,  (d)  repricing  the
  exercise  price of  options  to  purchase  shares of  Elektryon's  Common  Stock
  previously  granted to each  Executive  from  $2.00 to $.50 per  share,  (e) (i)
  amending  each  Employment  Agreement  to provide that if during the term of the
  Employment  Agreement an Executive's  employment with Elektyron is terminated by
  Elektryon  without  Cause (as such term is defined in the  Employment  Agreement
  Amendment) or by such Executive with Good Reason (as such term is defined in the
  Employment Agreement),  including the end of the sixty (60) day period following
  consummation of a sale of all or substantially all of the assets of the Company,
  such  Executive  will  receive from  Elektryon a lump sum cash payment  equal to
  $150,000,  and  (ii)  deleting  a  provision  requiring  Elektryon  to pay  each
  Executive's  salary upon such  termination  through the term of such Executive's
  Employment  Agreement (or for such shorter period as set forth in the Employment
  Agreement),  (f) providing  that  Elektryon will buy out the lease covering each
  Executive's  company  automobile,  transfer  title  to  that  automobile  to the
  Executive and pay the Executive the costs of operating the automobile  while the
  executive is employed by the  company,  including  tax-gross  up  payments,  (g)
  amending a provision in each  Employment  Agreement  requiring  Elektryon to pay
  each  Executive's  earned but unpaid salary upon  termination of employment with
  Elektryon by deleting a provisions requiring such amount to be "no less than one
  year's annual salary",  and (h) deleting a provision requiring each Executive to
  remain employed by Elektryon through February 1, 2002.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           (a) and (b)       None
  
           (c)     Exhibit 1 - Third Amendment, dated as of December 11, 2001, to
                   the Holmstrom Employment Agreement.
  
  
                                          2
  
  <PAGE>
  
  
                    Exhibit 2 - Third Amendment, dated as of December 11, 2001, to
                    the Firstenberg Employment Agreement.
  
  
                                     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: January 29, 2002                    ELEKTRYON
  
  
  
                                            By: /s/ Michael E. Holmstrom
                                                ---------------------
                                                Michael E. Holmstrom
                                                President
  
  
  
                                          3
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metadata_filer: {"company-data": {"conformed-name": "ELEKTRYON", "cik": "0001139184", "assigned-sic": "3569", "irs-number": "880353324", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32657", "film-number": "02520742"}, "business-address": {"street1": "6565 SPENCER STREET", "street2": "SUITE 206", "city": "LAS VEGAS", "state": "NY", "zip": "89119", "phone": "7023611719"}, "mail-address": {"street1": "6565 SPENCER STREET", "street2": "SUITE 206", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}}
text: --------------------------------------------------------------------------------
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                                    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
  
           December 11, 2001                             000-32657
  -------------------------------------    ---------------------------------------
    Date of Report (Date of earliest               Commission File Number
           event reported)
  
                                      ELEKTRYON
               (Exact name of registrant as specified in its charter)
  
                Nevada                                   88-0353324
  -------------------------------------    ---------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification Number)
    incorporation or organization)
  
                           6565 Spencer Street, Suite 206
                                 Las Vegas, NV 89119
              --------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (702) 361-1719
              --------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  ITEM 5.  OTHER EVENTS.
  
           Elektryon  has entered into separate  amendments,  dated as of December
  11, 2001 (the "Employment Agreement  Amendments"),  to Employment Agreements (as
  amended,  collectively,  the "Employment Agreements") with Michael E. Holmstrom,
  President and Chief Financial Officer of Elektryon, and with Joanne Firstenberg,
  General Counsel of Elektryon  (collectively,  the  "Executives").  Copies of the
  Employment  Agreement  Amendments  are  annexed  hereto  as  Exhibits  1 and  2.
  Elektryon previously filed each Employment  Agreement (including  amendments) as
  exhibits to  Elektryon's  Form 10 (the "Form 10") and  amendments  thereto filed
  with the Securities and Exchange Commission (the "Commission").
  
           Each of the Employment  Agreement  Amendments  provides that the Second
  Amendment  to  each   Employment   Agreement,   dated  as  of  August  23,  2001
  (collectively,  the  "Second  Amendments"),  is null and void and of no  further
  force and effect.  Elektryon  filed the Second  Amendments as Exhibits 10.11 and
  10.13 to Amendment No. 2 to the Form 10 filed with the Commission on October 10,
  2001. The Employment Agreement  Amendments also amend the Employment  Agreements
  by (a)  terminating Mr.  Holmstrom's  right to a $500,000 lump sum cash payment,
  (b) terminating Ms. Firstenberg's right to a $500,000 lump sum cash payment, (c)
  deleting a provision in each Employment Agreement specifying that each Executive
  may engage in other activities,  including, without limitation, other for profit
  businesses,  so long as such  activities do not  materially  interfere  with the
  Executive's  responsibilities to Elektryon,  and reinstating a provision in each
  Employment  Agreement providing that each Executive will devote such Executive's
  full  business  time to  providing  services to  Elektryon,  (d)  repricing  the
  exercise  price of  options  to  purchase  shares of  Elektryon's  Common  Stock
  previously  granted to each  Executive  from  $2.00 to $.50 per  share,  (e) (i)
  amending  each  Employment  Agreement  to provide that if during the term of the
  Employment  Agreement an Executive's  employment with Elektyron is terminated by
  Elektryon  without  Cause (as such term is defined in the  Employment  Agreement
  Amendment) or by such Executive with Good Reason (as such term is defined in the
  Employment Agreement),  including the end of the sixty (60) day period following
  consummation of a sale of all or substantially all of the assets of the Company,
  such  Executive  will  receive from  Elektryon a lump sum cash payment  equal to
  $150,000,  and  (ii)  deleting  a  provision  requiring  Elektryon  to pay  each
  Executive's  salary upon such  termination  through the term of such Executive's
  Employment  Agreement (or for such shorter period as set forth in the Employment
  Agreement),  (f) providing  that  Elektryon will buy out the lease covering each
  Executive's  company  automobile,  transfer  title  to  that  automobile  to the
  Executive and pay the Executive the costs of operating the automobile  while the
  executive is employed by the  company,  including  tax-gross  up  payments,  (g)
  amending a provision in each  Employment  Agreement  requiring  Elektryon to pay
  each  Executive's  earned but unpaid salary upon  termination of employment with
  Elektryon by deleting a provisions requiring such amount to be "no less than one
  year's annual salary",  and (h) deleting a provision requiring each Executive to
  remain employed by Elektryon through February 1, 2002.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           (a) and (b)       None
  
           (c)     Exhibit 1 - Third Amendment, dated as of December 11, 2001, to
                   the Holmstrom Employment Agreement.
  
                                          2
  Exhibit 2 - Third Amendment, dated as of December 11, 2001, to
                    the Firstenberg Employment Agreement.
  
                                     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: January 29, 2002                    ELEKTRYON
  
                                            By: /s/ Michael E. Holmstrom
                                                ---------------------
                                                Michael E. Holmstrom
                                                President
  
                                          3