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):

August 21, 2007

HYDROGEN POWER, INC.

(Exact name of registrant as specified in charter)

Delaware	0-12374	84-0905189
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

201 ELLIOTT AVENUE, SUITE 400

SEATTLE, WASHINGTON 98119

 (Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (206) 223-0506

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:

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

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

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

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

Item 1.01. Entering Into a Material Definitive Agreement

In March 2004, Hydrogen Power, Inc. issued convertible promissory notes (the “Notes”) with the aggregate principal amount of $5,000,000 with two financial institutions, Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”) and Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“Whitebox”, together with Pandora, the “Lenders” ). The Notes carry a stated interest rate of 7% per annum and have a 45-month term. Interest only payments were due April 2004 through June 2004. Beginning in July 2004, principal and interest payments amortize over the remaining 42-month period. The Notes are senior to all other debt of the Company and are collateralized by all assets of Chex as defined in the security agreement. The Notes require the Company to maintain cash balances of 140% of the outstanding principal balance.

On September 15, 2005, the notes were amended to reduce the conversion rate to $5.50 per share. On December 29, 2006, the Company entered into a Note and Security Amendment Agreement (the “Amended Note”) dated December 29, 2006 with the Lenders, pursuant to which the Company agreed to amend certain terms of the Notes, including increasing the interest rate applicable to the Notes from 7% per annum to 10% per annum, resulting in an increase to the monthly payment amount of approximately $14,300. Additionally, the default interest rate increased from 10% to 13%.

The Company made a payment on the Notes in the Month of July of $575,000, bringing the balances due current thru July 2007. The Company did not make the required payment for August of approximately $149,000 and is currently in default. Further, the Company is currently not in compliance with the covenant to maintain cash balances of 140% of the outstanding principal balance.

On August 6, 2007, the Company received a notice of default from the Lenders demanding immediate of all monies due under the Notes due to multiple events of default, including failure to make payments when due. Pursuant to the declaration of an event of default, the Lenders have declared the entire outstanding and unpaid principal amount of the Notes, together with the accrued and unpaid interest immediately due and payable. As of August 3, 2007, the total amount due to the Lenders is $913,092.41 The Company does not have the financial resources to pay the amounts due under the Notes. The Lenders have also demanded delivery of the original stock certificate for 3.5 million shares of common stock of FastFunds Financial Corporation pursuant to the terms of a Stock Pledge Agreement dated September 15, 2005. As of June 30, 2007, the Company owns approximately 48% of the outstanding common stock of FastFunds Financial Corporation. The Notes are collateralized by all of the assets of the Company. On August 16, 2007, the Company entered into a forbearance agreement with Pandora Select Partners L.P. (“Pandora”) and Whitebox Hedged High Yield Partners, LP (“Whitebox”).  The agreement provided that Whitebox and Pandora would forbear from execution upon any judgement entered and further collection of the $946,981.66 owed them under notes due from the Company in exchange for the following:  

a. The Company making a payment of $300,000 on August 14, 2006,

b. the Company making a final payment of $646,981.66 on or before October 15, 2007,

c. the delivery of an original stock certificate for 3,500,000 shares of common stock of FastFunds Financial Corporation pledged as collateral,

d. the delivery of a Personal Guaranty and Confession of Judgement of Henry Fong.

The agreement is attached as Exhibit 99.1.

Item 8.01. Other Events

On August 15, 2007 the Company announced that it has signed a letter of intent with Hamilton Sundstrand, a subsidiary of United Technologies Corp. to further develop and market the Company’s technology for U.S. Government, foreign government and commercial customer applications. The full press release is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.  

99.1 Forbearance agreement with Pandora and Whitebox and the Company dated August 16, 2007.

99.2 Press release dated August 15, 2007 announcing letter of intent with Hamilton Sundstrand.

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SIGNATURES

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

	HYDROGEN POWER, INC.
Date:  August 21, 2007	By:   /s/ David J. Cade       _________________________       David J. Cade, Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

EX-99.2

FOR IMMEDIATE RELEASE

HPI ANNOUNCES LETTER OF INTENT WITH HAMILTON SUNDSTRAND

Seattle, Washington, August 15, 2007. Hydrogen Power Inc (“HPI”), (OTCBB: HYDP), a development stage hydrogen generation company, today announced that it has signed a Letter Of Intent (LOI) with Hamilton Sundstrand, a subsidiary of United Technologies Corp. (NYSE: UTX), to further develop and market HPI's technology for U.S. government, foreign government and commercial customer applications.

Under the direction of Hamilton Sundstrand, the two companies will evaluate the use of HPI's unique aluminum fuel technology to meet the power requirements of certain high priority applications, including unmanned underwater vehicles (UUVs), torpedoes, and man-portable systems.  The scope of the LOI also includes development of strategies for the manufacturing and distribution of operational systems incorporating HPI's technology that may result from a joint program.

Mr. David Cade, HPI's CEO, said: "The signing of this LOI is an important milestone for the company.  Hamilton Sundstrand's interest in our AlumiFuel™ cartridge-based prototypes for potential use in their systems and subsystems validates the differentiators of our disruptive technology for important national security applications.”

Hamilton Sundstrand (www.hamiltonsundstrandcorp.com), is headquartered in Windsor Locks, Conn., and is among the largest global suppliers of technologically advanced aerospace and industrial products. Hamilton Sundstrand provides innovative product solutions to a variety of space, missile, launch and undersea markets, and provides integrated system solutions and advanced technologies in support of U.S. Army and Marine land-based forces, surface navies, and U.S. Homeland Security needs. United Technologies, based in Hartford, Conn., is a diversified company providing high technology products and services to the global aerospace and building industries.

HPI (www.hydrogenpowerinc.com) is a Seattle-based alternative energy company with patented technology, which generates high purity hydrogen on-site and on-demand through the chemical reaction of low-cost aluminum feedstock, water, and a benign reactant, using proprietary drop-in recyclable cartridges with a long shelf life.  The generation and storage process, which does not require any external energy, is safe, clean and "green", with non-toxic materials and commercially usable by-products.

Safe Harbor for Forward-looking Statements:

This news release may contain forward-looking statements that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company’s progress, business opportunities and growth prospects, they are based on management’s current beliefs and assumptions as to future events. However, since the company’s operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied.

CONTACT:

Ursula Bell, Corporate Administrator

Hydrogen Power, Inc.

201 Elliott Ave. W, Suite 400

Seattle, WA 98119

206-223-0506

info@hydrogenpowerinc.com