Washington, D.C.  20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


December 27, 2010

Date of Report (Date of earliest event reported)


New Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)



(Commission File Number)



(I.R.S. Employer Identification No.)


9192 Red Branch Rd.

Suite 110

Columbia, Maryland 20866

(Address of principal executive offices)


(800) 213-0689

 (Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the 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 under the Exchange Act (17 CFR 240.14a-12)


[ ] 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))






SECTION 1.   Registrant’s Business and Operations




SECTION 2.  Financial Information




SECTION 3.  Securities and Trading Markets




SECTION 4.  Matters Related to Accountants and Financial Statements




SECTION 5.  Corporate Governance and Management




SECTION 6. [Reserved]




SECTION 7.  Regulation FD


Item 7.01 Regulation FD Disclosure


            Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the





various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.


            Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.


SECTION 8.  Other Events


Mr. Harmel S. Rayat, a shareholder of the Company owning in excess of 10% of the Company’s issued and outstanding shares and a former officer and director of the Company has informed the Company that he has entered into a written stock trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.  The trading plan will become effective on February 1, 2011. Under this plan, a copy of which was provided to the Company, Mr. Rayat may sell, prior to January 31, 2012 up to 2,300,000 shares of the Company’s common stock he acquired from the Company. The shares which Mr. Rayat proposes to sell are the subject of a registration statement declared effective by the Securities and Exchange Commission on May 28, 2010. Under the terms of the trading plan, on any trading day on which shares of the Company’s common stock is traded,  Mr. Rayat may only sell up to 1,500 shares of stock for every fifty (50,000) thousand shares (or portion thereof) of the Company’s stock reported as having been traded on that day. Currently, Mr. Rayat reports beneficial ownership of 25,099,660 shares of the Company’s common stock.  


Rule 10b5-1 allows persons who may be considered insiders to establish written pre-arranged stock trading plans when they do not have material, non-public information. The plans establish predetermined trading parameters that do not permit the person adopting the plan to exercise any subsequent influence over how, when or whether to effect trades. Implementation of these plans seeks to avoid concerns about executing stock transactions while in possession of material, non-public information. The plan also permits corporate officers and directors to gradually diversify their investment portfolios and may minimize the market impact of stock trades by spreading them over an extended period of time.



SECTION 9.  Financial Statements and Exhibits














            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 on December 29, 2010.


New Energy Technologies, Inc.


By:/s/ J Conklin

Chief Executive Officer, President and Chief Financial Officer