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) February 1, 2011

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 November 30, 2010 – December 31, 2010 (the “December Monthly Operating Report”) with the Bankruptcy Court on February 1, 2011.  A copy of the December Monthly Operating Report is attached to this report as Exhibit 99.1 and incorporated in this report by reference.*

THE DECEMBER 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 December 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 December Monthly Operating Report is complete.  The December 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.

*Certain attachments to the December 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.

Item 9.01. Financial Statements and Exhibits

(c)           Exhibit No.                      Description.

99.1           Monthly Operating Report for the period November 30, 2010 – December 31, 2010.

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: February 1, 2011

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 November 30, 2010 - December 31, 2010.

5

EX-99.1

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF GEORGIA
NEWNAN DIVISION				Exhibit 99.1
	}	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
11/30/2010 to 12/31/2010
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 November 30, 2010 thru December 31, 2010
Opening Cash Balance - 11/30/10	$                372
Inflows:
Customer Collections
Collateral Returned
-Sureties
-Security  Deposits
Sale Proceeds/Interest Income/Other
Total Inflows
		Distribution of Outflows
Outflows:		NewPower	The NewPower
Post Petition:		Holdings, Inc.	Company
Professionals - Bankruptcy	2	2
Consulting Fees
Lockbox Fees	2	2
Supplies & Misc
Rent	0	0
Insurance
Utilities (Heat, Hydro, Phone, etc.)	0	0
Payroll (inlcuding tax payments & fees)	11	11
T&E Reimbursements
State Tax Payments
Distribution to Equity
Total Outflows	15	15
Net Cash Flows	(15)
Closing Cash Balance	$              357

Attachment 1

NewPower Holdings, Inc.
Case Number: 02-10835
Monthly Accounts Receivable Aging and Reconciliation
For Period from November 30, 2010 thru December 31, 2010
Amounts in $000’s
Accounts Receivable at Petition Date:	$	75,200
Beginning of Month Balance*  - Gross	$	13,476	(per 11/30/10 G/L)
PLUS:  Current Month New Billings	-
LESS:  Collections During the Month	-
End of Month Balance - Gross	$	13,476	(per 12/31/10 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 November 30, 2010 thru December 31, 2010
Amounts in $000’s
See attached System Generated A/P reports as of 11/30/2010 (Attachments 2A and 2B).
Beginning of Period Balance	$	56	(per 11/30/10 G/L)
PLUS:  New Indebtedness Incurred	4
LESS:  Amounts Paid on A/P	(4		)
End of Month Balance	$	56	(per 12/31/10 G/L)

Exhibit 2A

The New Power Company

Vendor Balance Detail

As of December 31, 2010

		Type	Date	Amount	Balance
	AT&T				0.00
		Bill	12/02/2010	167.99	167.99
		Bill	12/02/2010	10.60	178.59
		Bill Pmt -Check	12/02/2010	-178.59	0.00
	Total AT&T			0.00	0.00
	epiq Systems				0.00
		Bill	12/02/2010	387.50	387.50
		Bill Pmt -Check	12/02/2010	-387.50	0.00
	Total epiq Systems			0.00	0.00
	JPMorgan Chase				0.00
		Bill	12/02/2010	1,831.34	1,831.34
		Bill Pmt -Check	12/02/2010	-1,831.34	0.00
	Total JPMorgan Chase			0.00	0.00
	Kaster Moving Co. Inc.				0.00
		Bill	12/02/2010	82.50	82.50
		Bill Pmt -Check	12/02/2010	-82.50	0.00
	Total Kaster Moving Co. Inc.			0.00	0.00
	The Department of State				0.00
		Bill	12/02/2010	9.00	9.00
		Bill Pmt -Check	12/02/2010	-9.00	0.00
	Total The Department of State			0.00	0.00
	U.S. Trustee Program Payment Center				0.00
		Bill	12/02/2010	1,300.00	1,300.00
		Bill Pmt -Check	12/02/2010	-1,300.00	0.00
	Total U.S. Trustee Program Payment Center			0.00	0.00
TOTAL				0.00	0.00

Exhibit 2B

The New Power Company

Unpaid Vendor Balances

December 31, 2010

	Balance
Franchise Tax Liability	55,465.82
Payroll Tax Liablility	3,137.41
	58,603.23

Attachment 3

NewPower Holdings, Inc.

Case Number: 02-10835

Inventroy and Fixed Assets Report

For Period from November 30, 2010 thru December 31, 2010

Amounts in $000's

Inventory Report
Inventory Balance at Petition Date	$ 15,587
Inventory at Beginning of Period	$          -	(per 11/30/10 G/L)
PLUS:  Inventrory Purchased	-
LESS:  Inventory Used or Sold	-
End of Month Balance	$          -	(per 12/31/10 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 8 of 15

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	12/01/2010-12/31/2010

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	$             34,199.29
Total Deposits	$                        -	Transfer from Money Market
Total Payments	$             12,142.07	Transfer to Manual Checking of
Closing Balance	$             22,057.22

Electronic Payments issued this Period
Last Payment issued this Period
Total # of payments this Period	0

Attachment 4

Page 9 of 15

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	12/01/2010-12/31/2010

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	$          349,778.41
Total Deposits	$                   14.54	Interest Income
Total Payments	$              2,534.62 -	Payroll Taxes and transfer to Concentration of $50,000
Closing Balance	$          347,258.43
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 10 of 15

Name of Debtor :	NewPower Holdings Inc.
Case # :	02-10835
Reporting Period:	12/01/2010-12/31/2010
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	$       12,142.07	Transfer from Concentration
Total Payments	$      (12,142.07)
Closing Balance	$                0.00
Service Charges	N/A
First Check issued this Period		201369
Last Check issued this Period		201377
Voided Checks		2
Total # of checks issued this Period		7

Exhibit 5

The New Power Company
Cash Activity
As of December 2010

Num	Date	Name	Amount
direct dep	12/15/2010	M. Patricia Foster	3,928.99
direct dep	12/31/2010	M. Patricia Foster	3,928.99
wire	12/02/2010	United States Treasury	2,534.62
201369	12/02/2010	CT Commissioner of Revenue Services	504.16
201372	12/02/2010	AT&T	178.59
201373	12/02/2010	epiq Systems	387.50
201374	12/02/2010	JPMorgan Chase	1,831.34
201375	12/02/2010	Kaster Moving Co. Inc.	82.50
201376	12/02/2010	The Department of State	9.00
201377	12/02/2010	U.S. Trustee Program Payment Center	1,300.00

Attachment 6

NewPower Holdings, Inc.

Case Number: 02-10835

Monthly Tax Report

For Period from November 30, 2010 thru December 31, 2010

Amounts in $000's

Taxes Paid During the Month
Employment Taxes	2.5
Connecticut State Tax	0.5
Taxes Owed and Due
Payroll Tax Liability	3.5

Attachment 7A

NewPower Holdings, Inc.

Case Number: 02-10835

Summary of Officer Compensation / Summary of Personnel and Insurance Coverages

For Period from November 30, 2010 thru December 31, 2010

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 12/01/10-12/31/2010

Payments are in gross amts
	Title	Amount	Date	Type
M. Patricia Foster	President & CEO	$     5,208.33	12/15/2010	Salary for pay period 12/01 - 12/15
		$     5,208.33	12/31/2010	Salary for pay period 12/16 - 12/31
		$   10,416.67

Attachment 8

NewPower Holdings, Inc.

Case Number: 02-10835

Significant Developments During Reporting Period

For Period from November 30, 2010 thru December 31, 2010

none