content: 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
  
  
  
            February 1, 2002                               000-32657
  ------------------------------------         -----------------------------------
            Date of Report                          Commission File Number
   (Date of earliest event reported)
  
                                      ELEKTRYON
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                Nevada                                    88-0353324
  ------------------------------------         -----------------------------------
    (State or Other jurisdiction                       (I.R.S. Employer
         or organization)                            Identification Number)
  
                           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 3. BANKRUPTCY OR RECEIVERSHIP.
  
  On February 1, 2002,  Elektryon  filed a voluntary  petition under Chapter 11 of
  the Title 11, United States Code, in the United States  Bankruptcy Court for the
  District of Nevada (the "Bankruptcy Court").  Elektryon remains in possession of
  its  assets  and  properties  as  debtor-in-possession.  On  February 11,  2002,
  Elektryon sent a letter to its shareholders,  a copy of which is attached hereto
  as Exhibit 99.1 and incorporated by reference herein,  announcing the Chapter 11
  filing and notifying the  shareholders  that Elektryon will seek approval by the
  Bankruptcy Court of the sale of  substantially  all of its assets to Ocean Power
  Corporation,  a Delaware corporation ("Ocean Power"). The proposed terms of that
  transaction are described more fully below. See "Item 5. Other Events."
  
  Item 5. OTHER EVENTS.
  
  On January 29, 2002,  Elektryon  and Ocean Power signed an Asset  Purchase  Term
  Sheet pursuant to which Ocean Power will, subject to conditions set forth in the
  Asset  Purchase Term Sheet,  acquire  certain of Elektryon's  assets,  including
  rights to the 100kW  Powr/Mastr  product  line.  The term  sheet  extends  Ocean
  Power's existing  exclusive license to the Powr/Mastr product outside the United
  States and  nonexclusive  license  within the United  States  through the period
  necessary to complete a definitive Asset Purchase  Agreement,  obtain a fairness
  opinion from Ocean  Power's  investment  banker and obtain  satisfaction  of all
  other conditions of sale.
  
  The price for the purchase will be paid in shares of common stock of Ocean Power
  ("Ocean Power Common  Stock") as follows:  (1)  $7,000,000 in Ocean Power Common
  Stock (at the 20 day  average  price at the time of  closing or $2.00 per share,
  whichever is higher) upon final  transfer of  Elektryon's  assets subject to the
  agreement to Ocean Power,  (2) $8,000,000 in Ocean Power Common Stock (at the 20
  day  average  price  prior to  achieving  this  milestone  or $4.00  per  share,
  whichever  is higher)  when the  Powr/Mastr  product  achieves  10,000  hours of
  continuous,  failure-free  operation or when Ocean Power achieves  $6,250,000 of
  sales over a three month period with a minimum  gross  margin of 30%,  whichever
  comes  first,  and (3)  $10,000,000  of Ocean Power  Common Stock (at the 20 day
  average price prior to achieving this milestone or $6.00 per share, whichever is
  higher)  when  the  Powr/Mastr  product  meets  certain  applicable   regulatory
  requirements.  The  purchase  is subject to the  satisfaction  of certain  other
  conditions set forth in the Asset Purchase Term Sheet, including approval by the
  Boards of Directors of the respective  companies,  a fairness opinion from Ocean
  Power's  investment  banker  and court  approval  of the  purchase  as part of a
  Chapter 11 plan of reorganization of Elektryon.
  
  Pursuant to the Asset Purchase Term Sheet,  Ocean Power will issue (a) an option
  to purchase  300,000 shares of Ocean Power Common Stock to Michael E. Holmstrom,
  the President  and Chief  Financial  Officer of Elektryon,  and (b) an option to
  purchase 250,000 shares of Ocean Power Common Stock to Joanne  Firstenberg,  the
  General  Counsel of  Elektryon.  The options will (i) have an exercise  price of
  $0.50 per share of Ocean Power Common Stock,  (ii) vest on January 1, 2003,  and
  (iii) be exercisable for four years.
  
  
  <PAGE>
  
  
  Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
      (a) and (b)    None
  
      (c) Exhibit 99.1 Letter to Shareholders of Elektryon dated February 11, 2002
  
           Exhibit 99.2 Term Sheet,  dated January 29, 2002,  between Ocean Power
                        Corporation and Elektryon
  
  
  <PAGE>
  
  
                                     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: February 28, 2002                     ELEKTRYON
  
  
  
                                              By: /s/ Michael E. Holmstrom
                                                 ---------------------------------
                                                 Michael E. Holmstrom
                                                 President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e905199.txt", "secsgml_size_bytes": 5872}]
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": "02564870"}, "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: 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
  
            February 1, 2002                               000-32657
  ------------------------------------         -----------------------------------
            Date of Report                          Commission File Number
   (Date of earliest event reported)
  
                                      ELEKTRYON
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                Nevada                                    88-0353324
  ------------------------------------         -----------------------------------
    (State or Other jurisdiction                       (I.R.S. Employer
         or organization)                            Identification Number)
  
                           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 3. BANKRUPTCY OR RECEIVERSHIP.
  
  On February 1, 2002,  Elektryon  filed a voluntary  petition under Chapter 11 of
  the Title 11, United States Code, in the United States  Bankruptcy Court for the
  District of Nevada (the "Bankruptcy Court").  Elektryon remains in possession of
  its  assets  and  properties  as  debtor-in-possession.  On  February 11,  2002,
  Elektryon sent a letter to its shareholders,  a copy of which is attached hereto
  as Exhibit 99.1 and incorporated by reference herein,  announcing the Chapter 11
  filing and notifying the  shareholders  that Elektryon will seek approval by the
  Bankruptcy Court of the sale of  substantially  all of its assets to Ocean Power
  Corporation,  a Delaware corporation ("Ocean Power"). The proposed terms of that
  transaction are described more fully below. See "Item 5. Other Events."
  
  Item 5. OTHER EVENTS.
  
  On January 29, 2002,  Elektryon  and Ocean Power signed an Asset  Purchase  Term
  Sheet pursuant to which Ocean Power will, subject to conditions set forth in the
  Asset  Purchase Term Sheet,  acquire  certain of Elektryon's  assets,  including
  rights to the 100kW  Powr/Mastr  product  line.  The term  sheet  extends  Ocean
  Power's existing  exclusive license to the Powr/Mastr product outside the United
  States and  nonexclusive  license  within the United  States  through the period
  necessary to complete a definitive Asset Purchase  Agreement,  obtain a fairness
  opinion from Ocean  Power's  investment  banker and obtain  satisfaction  of all
  other conditions of sale.
  
  The price for the purchase will be paid in shares of common stock of Ocean Power
  ("Ocean Power Common  Stock") as follows:  (1)  $7,000,000 in Ocean Power Common
  Stock (at the 20 day  average  price at the time of  closing or $2.00 per share,
  whichever is higher) upon final  transfer of  Elektryon's  assets subject to the
  agreement to Ocean Power,  (2) $8,000,000 in Ocean Power Common Stock (at the 20
  day  average  price  prior to  achieving  this  milestone  or $4.00  per  share,
  whichever  is higher)  when the  Powr/Mastr  product  achieves  10,000  hours of
  continuous,  failure-free  operation or when Ocean Power achieves  $6,250,000 of
  sales over a three month period with a minimum  gross  margin of 30%,  whichever
  comes  first,  and (3)  $10,000,000  of Ocean Power  Common Stock (at the 20 day
  average price prior to achieving this milestone or $6.00 per share, whichever is
  higher)  when  the  Powr/Mastr  product  meets  certain  applicable   regulatory
  requirements.  The  purchase  is subject to the  satisfaction  of certain  other
  conditions set forth in the Asset Purchase Term Sheet, including approval by the
  Boards of Directors of the respective  companies,  a fairness opinion from Ocean
  Power's  investment  banker  and court  approval  of the  purchase  as part of a
  Chapter 11 plan of reorganization of Elektryon.
  
  Pursuant to the Asset Purchase Term Sheet,  Ocean Power will issue (a) an option
  to purchase  300,000 shares of Ocean Power Common Stock to Michael E. Holmstrom,
  the President  and Chief  Financial  Officer of Elektryon,  and (b) an option to
  purchase 250,000 shares of Ocean Power Common Stock to Joanne  Firstenberg,  the
  General  Counsel of  Elektryon.  The options will (i) have an exercise  price of
  $0.50 per share of Ocean Power Common Stock,  (ii) vest on January 1, 2003,  and
  (iii) be exercisable for four years.
  Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
      (a) and (b)    None
  
      (c) Exhibit 99.1 Letter to Shareholders of Elektryon dated February 11, 2002
  
           Exhibit 99.2 Term Sheet,  dated January 29, 2002,  between Ocean Power
                        Corporation and Elektryon
  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: February 28, 2002                     ELEKTRYON
  
                                              By: /s/ Michael E. Holmstrom
                                                 ---------------------------------
                                                 Michael E. Holmstrom
                                                 President