8-K

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

Date of report (Date of earliest event reported)  March 24, 2008

NewPower Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-16157	52-2208601
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 17296, Stamford CT	06907
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 329-8412

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act  (17 CFR 240.14a-12(b))

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

As previously reported, on August 15, 2003, the United States Bankruptcy Court for the Northern District of Georgia, Newnan Division (the “Bankruptcy Court”) confirmed the Second Amended Chapter 11 Plan (the “Plan”) with respect to NewPower Holdings, Inc. (the “Company”) and TNPC Holdings, Inc. (“TNPC”), a wholly owned subsidiary of the Company. As previously reported, on February 28, 2003, the Bankruptcy Court previously confirmed the Plan, and the Plan has been effective as of March 11, 2003, with respect to The New Power Company, a wholly owned subsidiary of the Company. The Plan became effective on October 9, 2003 with respect to the Company and TNPC.

The Company filed its monthly operating report for the period of January 31, 2008 – February 29, 2008 (the “February Monthly Operating Report”) with the Bankruptcy Court on March 24, 2008.  A copy of the February Monthly Operating Report is attached to this report as Exhibit 99.1 and incorporated in this report by reference.*

THE FEBRUARY MONTHLY OPERATING REPORT CONTAINS INFORMATION THAT HAS NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, HAS NOT BEEN PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS.

The Company cautions readers not to place undue reliance upon the information contained in the February Monthly Operating Report, which contains unaudited information, and is in a format prescribed by the applicable bankruptcy laws.  There can be no assurance that the February Monthly Operating Report is complete.  The February Monthly Operating Report also contains information for periods which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended.

*Certain attachments to the February Monthly Operating Report are not included as part of Exhibit 99.1, but are available at the office of the U.S. Trustee and the Bankruptcy Court.  In addition, the Company undertakes to furnish a copy of any such omitted attachment to the Commission upon its request.

Cautionary Statement

This disclosure contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.  These statements involve risks and uncertainties and may differ materially from actual future events or results.  Although we believe that our expectations and beliefs are based on reasonable assumptions, we can give no assurance that our goals will be achieved.  The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

2

Item 9.01. Financial Statements and Exhibits

(c)	Exhibit No.	Description.
	99.1	Monthly Operating Report for the period January 31, 2008 – February 29, 2008.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 25, 2008

NEWPOWER HOLDINGS, INC.

By: /s/ M. Patricia Foster   

Name:  M. Patricia Foster

Title:   President & Chief Executive Officer

4

EXHIBIT INDEX

The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Monthly Operating Report for the period January 31, 2008 – February 29, 2008.

5

EX-99.1

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF GEORGIA				Exhibit 99.1
NEWNAN DIVISION
	}	CASE NUMBER
	}	02-10835
	}
The NewPower Company, et. al.	}	JUDGE	W. Homer Drake, Jr.
	}
DEBTORS	}	CHAPTER 11
DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS)
FOR THE PERIOD
FROM  1/31/2008 to 2/29/2008
Comes now the above-named debtor and files its Periodic Financial Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015.
		Paul Ferdinands
		Attorney for Debtor
Debtor's Address		Attorney's Address
and Phone Number		and Phone Number
P.O. Box 17296		191 Peachtree St.
Stamford, Ct 06907		Atlanta, GA 30303
Tel: (203) 329-8412		Tel: (404) 572-4600

NewPower Holdings, Inc.
Case Number:  02-10835	Post Petition
	Totals
For Period from  January 31, 2008 to February 29, 2008
Opening Cash Balance -1/31/08	$1,420
Inflows:
Customer Collections
Collateral Returned
-Sureties
-Security  Deposits
Sale Proceeds/Interest Income/Other	1
Total Inflows	1
		Distribution of Outflows
Outflows:		NewPower	The NewPower
Post Petition:		Holdings, Inc.	Company
Professionals - Bankruptcy	80	80
Consulting Fees
Lockbox Fees
Supplies & Misc
Rent	1	1
Insurance
Utilities (Heat, Hydro, Phone, etc.)	0	0
Payroll (inlcuding tax payments & fees)	15	15
T&E Reimbursements
State Tax Payments
Distribution to Equity
Total Outflows	96	96
Net Cash Flows	(95)
Closing Cash Balance	$1,325
Amount of Cash Balance in  Reserve for
Classes 8 -12

Attachment 1

NewPower Holdings, Inc.
Case Number: 02-10835
Monthly Accounts Receivable Aging and Reconciliation
For Period from  January 31, 2008 to February 29, 2008
Amounts in $000's
Accounts Receivable at Petition Date:	$                   75,200
Beginning of Month Balance*  - Gross	$                   13,476	(per 1/31/08 G/L)
PLUS:  Current Month New Billings	-
LESS:  Collections During the Month	-
End of Month Balance - Gross	$                     3,476	(per 2/29/08 G/L)
Allowance for Doubtful Accounts	(13,476)
End of Month Balance - Net of Allowance	$                             -
Note:	The accounts receivable aging below relates only to deliveries to customers subsequent to the June 11, 2002 petition date.
	AR Aging for Post Petition Receivables
	Current	> 30 days	> 60 days	Total
	$  -	$  -	$  111	$  111

Attachment 2

NewPower Holdings, Inc.
Case Number: 02-10835
Monthly Accounts Payable and Secured Payments Report
For Period from  January 31, 2008 to February 29, 2008
Amounts in $000's
See attached System Generated A/P reports as of 2/29/2008(Attachments 2A and 2B).
Beginning of Period Balance	$                          60	(per 1/31/08 G/L)
PLUS:  New Indebtedness Incurred	38
LESS:  Amounts Paid on A/P& taxes	(42)
End of Month Balance	$                          56	(per 2/29/08 G/L)

Exhibit 2A

The New Power Company

Vendor Balance Detail

As of February 29, 2008

	Type	Date	Amount	Balance
Arkadin, Inc.				0.00
	Bill	2/27/2008	26.03	26.03
	Bill Pmt -Check	2/27/2008	-26.03	0.00
Total Arkadin, Inc.			0.00	0.00
AT&T				0.00
	Bill	2/27/2008	10.44	10.44
	Bill Pmt -Check	2/27/2008	-10.44	0.00
Total AT&T			0.00	0.00
Bank of America				0.00
	Bill	2/27/2008	1,950.30	1,950.30
	Bill Pmt -Check	2/27/2008	-1,950.30	0.00
Total Bank of America			0.00	0.00
epiq Systems				0.00
	Bill	2/27/2008	407.37	407.37
	Bill Pmt -Check	2/27/2008	-407.37	0.00
Total epiq Systems			0.00	0.00
Iron Mountain Off-Site Data Protection				0.00
	Bill	2/27/2008	494.34	494.34
	Bill Pmt -Check	2/27/2008	-494.34	0.00
Total Iron Mountain Off-Site Data Protection			0.00	0.00
Kaster Moving Co. Inc.				0.00
	Bill	2/27/2008	82.50	82.50
	Bill Pmt -Check	2/27/2008	-82.50	0.00
Total Kaster Moving Co. Inc.			0.00	0.00
Ms. Patricia Foster				0.00
	Bill	2/27/2008	299.00	299.00
	Bill Pmt -Check	2/27/2008	-299.00	0.00
Total Ms. Patricia Foster			0.00	0.00
NRAI Services, LLC				0.00
	Bill	2/27/2008	390.00	390.00
	Bill Pmt -Check	2/27/2008	-390.00	0.00
Total NRAI Services, LLC			0.00	0.00
Sidley Austin Brown & Wood				0.00
	Bill	2/27/2008	33,416.35	33,416.35
	Bill Pmt -Check	2/27/2008	-33,416.35	0.00
Total Sidley Austin Brown & Wood			0.00	0.00
U.S. Trustee Program Payment Center				0.00
	Bill	2/27/2008	752.57	752.57
	Bill Pmt -Check	2/27/2008	-752.57	0.00
Total U.S. Trustee Program Payment Center			0.00	0.00
			0.00	0.00
New Invoices				37,828.90
Payments				-37,828.90

Exhibit 2B

The New Power Company

Vendor Balance Detail

As of February 29, 2008

Name	Balance
Franchise Tax Liability	55,465.82
Payroll Tax Liablility	236.88
	55,702.70

Attachment 3

NewPower Holdings, Inc.
Case Number: 02-10835
Inventroy and Fixed Assets Report
For Period from  January 31, 2008 to February 29, 2008
Amounts in $000's
Inventory Report
Inventory Balance at Petition Date	$                   15,587
Inventory at Beginning of Period	$                             -	(per 1/31/08 G/L)
PLUS:  Inventrory Purchased	-
LESS:  Inventory Used or Sold	-
End of Month Balance	$                             -	(per 2/29/08 G/L)
Inventory is generally costed at the lower of cost or market.  By the end of July 2002 we had sold all of our gas inventory either to retail customers or financial buyers as part of our asset sales.
Fixed Asset Report
Book Value at Petition Date	$                     1,238
Our fixed assets at petition date consisted of office furniture and equipment.  These assets were transferred to our lessor in June 2002 as part of the settlement of our lease obligation.
Fixed Assets at Beginning of Period	$                             -
Less:  Depreciation Expense	-
Less:  Dispositions	-
Add:  Purchases	-
Fixed Assets at End of Period	$                             -

Attachment 4

Page 1 of 3

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	2/01/2008-2/29/2008
Name of Bank:	JP Morgan Chase
Branch:	New York ABA # 021000021
Account Name:	The New Power Company Concentration Account
Account Number:
Purpose of Account:	Concentration Account
Beginning Balance	$             315,080.17
Total Deposits	$                    493.99
Total Payments	$               88,081.26
Closing Balance	$            227,492.90
Service Charges
First Check issued this Period		N/A
Last Check issued this Period		N/A
Total # of checks issued this Period		N/A

Attachment 4

Page 2 of 3

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	2/01/2008-2/29/2008
Name of Bank:	JP Morgan Chase
Branch:	New York ABA # 021000021
Account Name:	The New Power Company
Account Number:
Purpose of Account:	Money Market
Beginning Balance	$             1,122,899.77
Total Deposits	$                       195.63	Interest Income
Total Payments	$                    7,863.50	Payroll Taxes
Closing Balance	$             1,115,231.90
Service Charges	$                                 -
First Check issued this Period		N/A
Last Check issued this Period		N/A
Total # of checks issued this Period		N/A

Attachment 4

Page 3 of 3

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	2/01/2008-2/29/2008
Name of Bank:	JP Morgan Chase
Branch:	Syracuse, NY
Account Name:	The New Power Company
Account Number:
Purpose of Account:	Controlled Disbursements (A/P)
Beginning Balance	$0.00
Total Deposits	$88,081.26
Total Payments	$88,081.26
Closing Balance	$0.00
Service Charges	N/A
First Check issued this Period		201171
Last Check issued this Period		201191
Voided Checks		7	201178 - 84
Total # of checks issued this Period		14

Exhibit 5

The New Power Company

Check Detail

February  2008

Num	Date	Name	Paid Amount
wire	2/12/2008	United States Treasury	3,931.74
wire	2/27/2008	United States Treasury	3,931.76
201171	2/12/2008	CT Commissioner of Revenue Services	504.16
201172	2/15/2008	M. Patricia Foster	3,388.81
201173	2/29/2008	M. Patricia Foster	3,388.81
201174	2/27/2008	CT Commissioner of Revenue Services	504.16
201175	2/27/2008	U.S. Trustee Program Payment Center	752.57
201176	2/27/2008	Sidley Austin Brown & Wood	33,416.35
201177	2/27/2008	NRAI Services, LLC	390.00
201185	2/27/2008	Arkadin, Inc.	26.03
201186	2/27/2008	AT&T	10.44
201187	2/27/2008	Bank of America	1,950.30
201188	2/27/2008	epiq Systems	407.37
201189	2/27/2008	Iron Mountain Off-Site Data Protection	494.34
201190	2/27/2008	Kaster Moving Co. Inc.	82.50
201191	2/27/2008	Ms. Patricia Foster - office expense reimbursement	299.00

Attachment 6

NewPower Holdings, Inc. Case Number: 02-10835 Monthly Tax Report For Period from  January 31, 2008 to February 29, 2008 Amounts in $000's
Taxes Paid During the Month
Employment Taxes	7.7
Connecticut State Tax
Taxes Owed and Due
Payroll Tax Liability	0.2

Attachment 7A

NewPower Holdings, Inc.
Case Number: 02-10835
Summary of Officer Compensation / Summary of Personnel and Insurance Coverages
For Period from  January 31, 2008 to February 29, 2008
Amounts in $000's
Summary of Officer Compensation
See supplemental attachment.
Personnel Report
	Full Time	Part Time
# of Employees at beginning of period		1
# hired during the period	-	-
# terminated/resigned during period	-	-
# employees on payroll - end of period	0	1
# of employees on temporary consulting assignments		0
Confirmation of Insurance
See supplemental attachment.*

* Omitted.

Attachment 7B

(Supplemental)

Payments made to insiders 2/01/08 - 2/29/08
Payments are in gross amts
	Title	Amount	Date	Type
M. Patricia Foster	President & CEO	$     5,208.33	2/15/2008	Salary for pay period 2/01 -2/15
		$     5,208.33	2/29/2008	Salary for pay period 2/16 -2/29
		$    10,416.67

Attachment 8

NewPower Holdings, Inc.

Case Number: 02-10835

Significant Developments During Reporting Period

For Period from  January 31, 2008 to February 29, 2008

none