As filed with the Securities and Exchange Commission on March 1, 2004
                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             POWER TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             NEVADA                                      88-0395816
-------------------------------             -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

          15 OCEAN VIEW RD. P.O. BOX 667 LIONS BAY, B.C. V0N 2E0, CANADA
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                       CONSULTING AGREEMENT WITH TRILOGY
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                             LEE BALAK, PRESIDENT
                             POWER TECHNOLOGY, INC.
                             15 OCEAN VIEW RD. P.O. BOX 667
		             LIONS BAY, B.C. V0N 2E0, CANADA
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (604) 925-0746
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                                BRIAN DVOARK, ESQ.
                                 136 ARBOR WAY
                               HENDERSON, NV 89074


                         CALCULATION OF REGISTRATION FEE


================================================================================
Title of
Each Class
of Securities  Amount to be   Proposed Maximum  Proposed Maximum   Amount of
to Registered  Registered(1) Offering Price Aggregate Offering Registration Fee
                              Per Share         Price
--------------------------------------------------------------------------------
Common Stock
$.001 par     1,800,000 shares  $0.04            $72,000              $28
value
================================================================================


(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issued in connection with
share splits, share dividends or similar transactions relating to the
plans/consulting agreements described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The Company is offering shares of its common stock to individual
persons as compensation for services rendered to the Company. The Company
has considered the value of the shares of common stock in relation to the
value of the services to be rendered, and the Company's Board of Directors
has, by resolution, determined to enter into the subject consultancy
agreements and further has agreed upon the number of shares issued to be
commensurate with the services provided as modified. The following
individuals are the natural persons contracting with the Company to
provide the consultancy services; the number of shares adjacent to
each name is indicative of the compensation
to be received under each of the consultancy agreements:


        J. Michael King as President of Trilogy    1,800,000 shares


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:

         (1)      The Company's Form 10-SB Registration Statement filed by the
                  Company (SEC File No. 0-24857) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on September 1, 1998; and

         (2)      The Form 10-KSB annual report of the Company for its fiscal
                  year ended January 31, 2002 and 2003 and the Form 10-QSB
		  quarterly reports of the Company filed subsequent thereto, and
                  all other reports to be filed pursuant to Section 13(a) or
                  15(d) of the Exchange Act thereafter.

         All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Form S-8 Registration Statement and to be a part thereof from the date
of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Form S-8
Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Form S-8
Registration Statement and the Prospectus.

         All documents incorporated by reference herein will be made available
to all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon written
or oral request. All requests for documents shall be directed to:

                             LEE BALAK, PRESIDENT
                             POWER TECHNOLOGY, INC.
                             15 OCEAN VIEW RD. P.O. BOX 667
 			     LIONS BAY, B.C. V0N 2E0, CANADA


ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.

         The Twelfth Article of the Company's Articles of Incorporation provides
that the Company shall have the power to indemnify its directors, officers,
employees and agents to the fullest extent allowed by the GCL.

         At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors, officers,
employees or agents.



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to the
                           Registration Statement to: (i) include any prospectus
                           required by Section 10(a)(3) of the Securities Act;
                           (ii) reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement; and
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be selected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration" table in the
                           effective registration statement; and (iii) include
                           any material information with respect to the plan of
                           distribution not previously disclosed in the
                           Registration Statement or any material change to such
                           information in the Registration Statement, provided
                           however, that provisions (i) and (ii) of this
                           undertaking are inapplicable if the information to be
                           filed thereunder is contained in periodic reports
                           filed by the Company pursuant to the Exchange Act
                           that are incorporated by reference into the
                           Registration Statement;


                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof; and

                  (1)      To remove from registration by means of
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         (c) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.





                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Canada, on November 15, 2002.

                              POWER TECHNOLOGY, INC.


                              By:
                                  ---------------------------------
                                  Lee Balak, President



         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 1, 2004. Each person whose signature to the
Registration Statement appears below hereby appoints Lee A. Balak, or either
one of them, as such person's attorney-in-fact with full power to act alone,
with full power of substitution or re-substitution, for such person and in
such person's name, place and stead, in any and all capacities to sign on
such person's behalf, individually and in the capacities stated below,
and to file any and all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such changes and
additions as such attorney-in-fact may deem necessary or appropriate.



-----------------------------------------------
Lee A. Balak
Director, President and Chief Financial Officer
(Principal Financial and Accounting Officer)




                             POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

EXHIBIT
NO.             DESCRIPTION
- -------         -----------

5.1             Opinion of Brian Dvorak, Esq.

23.1            Consent of Brian Dvorak, Esq.

24.1            Power of Attorney (included on Signature Page to
                the Registration Statement)

99.1		Consulting Agreement with Trilogy.


 EXHIBIT 5.1

                    [DVORAK & ASSOCIATES, LTD. LETTERHEAD]


                                March 1, 2004
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106

Gentlemen:

         We have acted as special counsel to Power Technology, Inc. (the
"Company") to render a legal opinion regarding its Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission concerning its
plan to issue its Common Stock, $.001 par value, to consultants to the Company
under its Consulting Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates of
public officials and of officers of the Company, and such other certificates,
documents and records, and have made such other investigations, as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon such certificates
of public officials and of such officers, such other certificates, documents and
records, and upon the representations of such parties. In addition, we have
assumed: (i) the genuineness of all signatures on all documents seen or reviewed
by us, ii) the authenticity of documents submitted to us as originals, and (iii)
the conformity with the original and certified copies of all documents submitted
to us as copies and the authenticity of the originals thereof. We have also
examined such matters of law and such additional matters of fact as we consider
necessary or appropriate in connection with the opinions hereinafter expressed.

         Based on and subject to the foregoing, it is our opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and

         2. Assuming the accuracy of the documents, representations and
warranties of the Company, the offer, issuance and sale of the Common Stock of
the Company to consultants under the Plan and under the terms and provisions of
consulting agreements and other contracts which have been duly authorized by the
Company will have been duly authorized and validly issued and will be fully paid
and nonassessable.

         The opinions expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and may not be relied
upon in any manner or for any purpose by any other person or entity without the
prior written consent of this firm.

                                     Very truly yours,

                                     DVORAK & ASSOCIATES, LTD.


                                     By:
	                               --------------------------
                                        BRIAN DVORAK, ESQ.




                                                                    EXHIBIT 23.1


                            CONSENT OF LEGAL COUNSEL



                    [DVORAK & ASSOCIATES, LTD. LETTERHEAD]


         We hereby consent to the use of our name in the Form S-8 registration
statement of Power Technology, Inc.


Las Vegas, NV		                           DVORAK & ASSOCIATES, LTD.
March 1, 2004

                                                  By:
                                                      --------------------------
                                                      Brian Dvorak, Esq.
Exhibit 99


CONSULTING SERVICES CONTRACT

WITH TRILOGY AND ASSOCIATES, INC.


THIS AGREEMENT (The "Consulting
Agreement") is made as of this 25th day of
February 2004.

Between:
Trilogy and Associates, Inc.
3887 Pacific Street
Las Vegas, NV 89121
702-650-3000 (Tel)
702-697-8944 (Fax)
702-493-3863 (Mobile)

(Hereinafter referred to as "Trilogy" or
"Consultant")

And:

Power Technologies, Inc.
(Referred to herein as the "Company").

The Company agrees to engage the services of
Trilogy under the terms of this Agreement and
Trilogy agrees to perform said services in
consideration of the payment to it of the sum of
ten ($10.00) Dollars and other good and valuable
consideration as set-fourth in the Agreement, as
follows:

WHEREAS the Company is a private
corporation organized under the laws of the State
of Nevada; and

WHEREAS, Trilogy, its principals experienced
in corporate consulting, especially the
manufacturing and distribution of batteries,
marketing strategies and WHEREAS THE
Company wishes to retain Trilogy as its non-
exclusive corporate consultant to assist the
following Corporate matters:

	WITNESSETH

IT IS, THEREFORE AGREED that:

1. Services.

The Company shall retain Trilogy to provide
general corporate consulting services which may
include, but not be limited to:

(a) Attend meetings of the Company's Board of
Directors or related companies when
requested by the company.
(b) Assistance in trying to unravel the problems
with Alvin Snaper and the patent
jurisdiction.
(c) Consult with the Company concerning on-
going strategic corporate planning and long
term investment policies, including any
revision of the Company's business plan.
(d) Assistance in administration, which includes
documentation.
(e) Assist the Company in obtaining technical
and advisory assistance from other
professionals where necessary or advisable,
including, but not limited to attorneys and
accountants and assist such persons.
(f) Such other related business on such matters
as may be agreed between the Parties from
time to time.

1.2 Personnel and Resources. Trilogy shall
agree to make available qualified personnel
for the foregoing purposes and devote such
business time and attention thereto as it shall
determine is required.

1.3 Advisory Role. The Company understands
that any and all suggestions, opinions or
advice given to the Company by Trilogy are
advisory only and the ultimate
responsibility, liability and decision
regarding any action(s) taken or decisions
made lies solely with the Company and not
with Trilogy.

2.0 Term. The term of this Consulting
Agreement shall be for a period of one year from
the date hereof (the "Term").

3.0 Compensation As compensation for entering
into this Consulting Agreement and for services
rendered over the Term, the Company agrees to
(a) pay Trilogy and Trilogy agrees to accept
from the Company a "due diligence" retainer of
two million shares, in addition (b)
reimbursement of all expenses incurred by
Trilogy on behalf of the Company provided said
expenses have been pre-approved:

4.0 Arbitration. The parties hereby agree that
any and all claims (except only for requests for
injunctive or other equitable relief) whether
existing now, in the past or in the future as to
which the parties or any affiliates may be
adverse parties, and whether arising out of this
Consulting Agreement or from any other cause,
will be resolved by arbitration before the
American Arbitration Association within the
State of Nevada. The Parties hereby irrevocably
consent to the jurisdiction of the American
Arbitration Association and the status of the
arbitration (and of any action for injunctive or
other equitable relief) within the State of
Nevada. Any award in arbitration may be entered
in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
The law applicable to the arbitration and this
Consulting Agreement shall be that of the State
of Nevada, Determined without regard to its
provisions, which would otherwise apply to a
question of conflict of laws.

5.0 The Company's representations and
Warranties.

The Company hereby represents and
warrants to Consultant that:

5.1 Authority. The individual executing and
delivering this agreement on Company's behalf
has been duly authorized to do so, the signature
of such individual is binding upon Company, and
Company is duly organized and subsisting under
the laws of the jurisdiction in which it was
organized to do so, the signature of such
individual is binding upon Company, and
Company is duly organized and subsisting under
the laws of the jurisdiction in which it was
organized.

5.2 Enforceability. The company has duly
executed and delivered this agreement and
(subject to its execution by Consultant) it
constitutes a valid and binding agreement of the
Company enforceable in accordance with its
terms against Company, except as such
enforceability may be limited by principles of
public policy, and subject to laws of general
application relating to bankruptcy, insolvency
and the relief of debtors and rules of law
governing specific performance, injunctive relief
or other equitable remedies.

5.3 Capitalization. The Company has no
outstanding capital stock other than common
stock as of the date of this agreement. Issuer is
authorized to issue _________ Shares of
Common Stock, of which __________ shares are
issued and outstanding. All of the Company's
outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, non-
assessable and not subject to any preemptive or
similar rights; and the Shares have been duly
authorized and, when issued and delivered to
Consultant as payment for services rendered as
provided by this Agreement, will be validly
issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to
any preemptive or similar rights.

6.0 Miscellaneous

6.1 Assignment. This agreement is not
transferable or assignable.

6.2 Execution and Delivery of Agreement.
Each of the parties shall be entitled to rely on
delivery by fax transmission of an executed copy
of this Agreement by the other party. And
acceptance of such fax copies shall create a valid
and binding agreement between the parties.

6.3 Titles. The titles of the sections and
subsections of this agreement are for the
convenience of reference only and are not to be
considered in construing this Agreement.

6.4 Servability. The invalidity or
unenforceability of any particular provision of
this Agreement shall not affect or limit the
effectiveness of such agreement.

IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first
above mentioned.

AGREED AND ACCEPTED		AGREED AND ACCEPTED

Power Technologies, Inc.	Trilogy and Associates, Inc.


By: /s/Lee Balak		By: /s/ Michael King
_________________		____________________
Authorized Corporate Signatory  Authorized Corporate Signatory
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As filed with the Securities and Exchange Commission on March 1, 2004
                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             POWER TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             NEVADA                                      88-0395816
-------------------------------             -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

          15 OCEAN VIEW RD. P.O. BOX 667 LIONS BAY, B.C. V0N 2E0, CANADA
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                       CONSULTING AGREEMENT WITH TRILOGY
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                             LEE BALAK, PRESIDENT
                             POWER TECHNOLOGY, INC.
                             15 OCEAN VIEW RD. P.O. BOX 667
		             LIONS BAY, B.C. V0N 2E0, CANADA
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (604) 925-0746
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                                BRIAN DVOARK, ESQ.
                                 136 ARBOR WAY
                               HENDERSON, NV 89074

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of
Each Class
of Securities  Amount to be   Proposed Maximum  Proposed Maximum   Amount of
to Registered  Registered(1) Offering Price Aggregate Offering Registration Fee
                              Per Share         Price
--------------------------------------------------------------------------------
Common Stock
$.001 par     1,800,000 shares  $0.04            $72,000              $28
value
================================================================================

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issued in connection with
share splits, share dividends or similar transactions relating to the
plans/consulting agreements described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The Company is offering shares of its common stock to individual
persons as compensation for services rendered to the Company. The Company
has considered the value of the shares of common stock in relation to the
value of the services to be rendered, and the Company's Board of Directors
has, by resolution, determined to enter into the subject consultancy
agreements and further has agreed upon the number of shares issued to be
commensurate with the services provided as modified. The following
individuals are the natural persons contracting with the Company to
provide the consultancy services; the number of shares adjacent to
each name is indicative of the compensation
to be received under each of the consultancy agreements:

        J. Michael King as President of Trilogy    1,800,000 shares

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:

         (1)      The Company's Form 10-SB Registration Statement filed by the
                  Company (SEC File No. 0-24857) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on September 1, 1998; and

         (2)      The Form 10-KSB annual report of the Company for its fiscal
                  year ended January 31, 2002 and 2003 and the Form 10-QSB
		  quarterly reports of the Company filed subsequent thereto, and
                  all other reports to be filed pursuant to Section 13(a) or
                  15(d) of the Exchange Act thereafter.

         All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Form S-8 Registration Statement and to be a part thereof from the date
of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Form S-8
Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Form S-8
Registration Statement and the Prospectus.

         All documents incorporated by reference herein will be made available
to all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon written
or oral request. All requests for documents shall be directed to:

                             LEE BALAK, PRESIDENT
                             POWER TECHNOLOGY, INC.
                             15 OCEAN VIEW RD. P.O. BOX 667
 			     LIONS BAY, B.C. V0N 2E0, CANADA

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.

         The Twelfth Article of the Company's Articles of Incorporation provides
that the Company shall have the power to indemnify its directors, officers,
employees and agents to the fullest extent allowed by the GCL.

         At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors, officers,
employees or agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to the
                           Registration Statement to: (i) include any prospectus
                           required by Section 10(a)(3) of the Securities Act;
                           (ii) reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement; and
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be selected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration" table in the
                           effective registration statement; and (iii) include
                           any material information with respect to the plan of
                           distribution not previously disclosed in the
                           Registration Statement or any material change to such
                           information in the Registration Statement, provided
                           however, that provisions (i) and (ii) of this
                           undertaking are inapplicable if the information to be
                           filed thereunder is contained in periodic reports
                           filed by the Company pursuant to the Exchange Act
                           that are incorporated by reference into the
                           Registration Statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof; and

                  (1)      To remove from registration by means of
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         (c) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Canada, on November 15, 2002.

                              POWER TECHNOLOGY, INC.

                              By:
                                  ---------------------------------
                                  Lee Balak, President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 1, 2004. Each person whose signature to the
Registration Statement appears below hereby appoints Lee A. Balak, or either
one of them, as such person's attorney-in-fact with full power to act alone,
with full power of substitution or re-substitution, for such person and in
such person's name, place and stead, in any and all capacities to sign on
such person's behalf, individually and in the capacities stated below,
and to file any and all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such changes and
additions as such attorney-in-fact may deem necessary or appropriate.

-----------------------------------------------
Lee A. Balak
Director, President and Chief Financial Officer
(Principal Financial and Accounting Officer)

                             POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

EXHIBIT
NO.             DESCRIPTION
- -------         -----------

5.1             Opinion of Brian Dvorak, Esq.

23.1            Consent of Brian Dvorak, Esq.

24.1            Power of Attorney (included on Signature Page to
                the Registration Statement)

99.1		Consulting Agreement with Trilogy.

 EXHIBIT 5.1

                    [DVORAK & ASSOCIATES, LTD. LETTERHEAD]

                                March 1, 2004
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106

Gentlemen:

         We have acted as special counsel to Power Technology, Inc. (the
"Company") to render a legal opinion regarding its Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission concerning its
plan to issue its Common Stock, $.001 par value, to consultants to the Company
under its Consulting Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates of
public officials and of officers of the Company, and such other certificates,
documents and records, and have made such other investigations, as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon such certificates
of public officials and of such officers, such other certificates, documents and
records, and upon the representations of such parties. In addition, we have
assumed: (i) the genuineness of all signatures on all documents seen or reviewed
by us, ii) the authenticity of documents submitted to us as originals, and (iii)
the conformity with the original and certified copies of all documents submitted
to us as copies and the authenticity of the originals thereof. We have also
examined such matters of law and such additional matters of fact as we consider
necessary or appropriate in connection with the opinions hereinafter expressed.

         Based on and subject to the foregoing, it is our opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and

         2. Assuming the accuracy of the documents, representations and
warranties of the Company, the offer, issuance and sale of the Common Stock of
the Company to consultants under the Plan and under the terms and provisions of
consulting agreements and other contracts which have been duly authorized by the
Company will have been duly authorized and validly issued and will be fully paid
and nonassessable.

         The opinions expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and may not be relied
upon in any manner or for any purpose by any other person or entity without the
prior written consent of this firm.

                                     Very truly yours,

                                     DVORAK & ASSOCIATES, LTD.

                                     By:
	                               --------------------------
                                        BRIAN DVORAK, ESQ.

                                                                    EXHIBIT 23.1

                            CONSENT OF LEGAL COUNSEL

                    [DVORAK & ASSOCIATES, LTD. LETTERHEAD]

         We hereby consent to the use of our name in the Form S-8 registration
statement of Power Technology, Inc.

Las Vegas, NV		                           DVORAK & ASSOCIATES, LTD.
March 1, 2004

                                                  By:
                                                      --------------------------
                                                      Brian Dvorak, Esq.
Exhibit 99

CONSULTING SERVICES CONTRACT

WITH TRILOGY AND ASSOCIATES, INC.

THIS AGREEMENT (The "Consulting
Agreement") is made as of this 25th day of
February 2004.

Between:
Trilogy and Associates, Inc.
3887 Pacific Street
Las Vegas, NV 89121
702-650-3000 (Tel)
702-697-8944 (Fax)
702-493-3863 (Mobile)

(Hereinafter referred to as "Trilogy" or
"Consultant")

And:

Power Technologies, Inc.
(Referred to herein as the "Company").

The Company agrees to engage the services of
Trilogy under the terms of this Agreement and
Trilogy agrees to perform said services in
consideration of the payment to it of the sum of
ten ($10.00) Dollars and other good and valuable
consideration as set-fourth in the Agreement, as
follows:

WHEREAS the Company is a private
corporation organized under the laws of the State
of Nevada; and

WHEREAS, Trilogy, its principals experienced
in corporate consulting, especially the
manufacturing and distribution of batteries,
marketing strategies and WHEREAS THE
Company wishes to retain Trilogy as its non-
exclusive corporate consultant to assist the
following Corporate matters:

	WITNESSETH

IT IS, THEREFORE AGREED that:

1. Services.

The Company shall retain Trilogy to provide
general corporate consulting services which may
include, but not be limited to:

(a) Attend meetings of the Company's Board of
Directors or related companies when
requested by the company.
(b) Assistance in trying to unravel the problems
with Alvin Snaper and the patent
jurisdiction.
(c) Consult with the Company concerning on-
going strategic corporate planning and long
term investment policies, including any
revision of the Company's business plan.
(d) Assistance in administration, which includes
documentation.
(e) Assist the Company in obtaining technical
and advisory assistance from other
professionals where necessary or advisable,
including, but not limited to attorneys and
accountants and assist such persons.
(f) Such other related business on such matters
as may be agreed between the Parties from
time to time.

1.2 Personnel and Resources. Trilogy shall
agree to make available qualified personnel
for the foregoing purposes and devote such
business time and attention thereto as it shall
determine is required.

1.3 Advisory Role. The Company understands
that any and all suggestions, opinions or
advice given to the Company by Trilogy are
advisory only and the ultimate
responsibility, liability and decision
regarding any action(s) taken or decisions
made lies solely with the Company and not
with Trilogy.

2.0 Term. The term of this Consulting
Agreement shall be for a period of one year from
the date hereof (the "Term").

3.0 Compensation As compensation for entering
into this Consulting Agreement and for services
rendered over the Term, the Company agrees to
(a) pay Trilogy and Trilogy agrees to accept
from the Company a "due diligence" retainer of
two million shares, in addition (b)
reimbursement of all expenses incurred by
Trilogy on behalf of the Company provided said
expenses have been pre-approved:

4.0 Arbitration. The parties hereby agree that
any and all claims (except only for requests for
injunctive or other equitable relief) whether
existing now, in the past or in the future as to
which the parties or any affiliates may be
adverse parties, and whether arising out of this
Consulting Agreement or from any other cause,
will be resolved by arbitration before the
American Arbitration Association within the
State of Nevada. The Parties hereby irrevocably
consent to the jurisdiction of the American
Arbitration Association and the status of the
arbitration (and of any action for injunctive or
other equitable relief) within the State of
Nevada. Any award in arbitration may be entered
in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
The law applicable to the arbitration and this
Consulting Agreement shall be that of the State
of Nevada, Determined without regard to its
provisions, which would otherwise apply to a
question of conflict of laws.

5.0 The Company's representations and
Warranties.

The Company hereby represents and
warrants to Consultant that:

5.1 Authority. The individual executing and
delivering this agreement on Company's behalf
has been duly authorized to do so, the signature
of such individual is binding upon Company, and
Company is duly organized and subsisting under
the laws of the jurisdiction in which it was
organized to do so, the signature of such
individual is binding upon Company, and
Company is duly organized and subsisting under
the laws of the jurisdiction in which it was
organized.

5.2 Enforceability. The company has duly
executed and delivered this agreement and
(subject to its execution by Consultant) it
constitutes a valid and binding agreement of the
Company enforceable in accordance with its
terms against Company, except as such
enforceability may be limited by principles of
public policy, and subject to laws of general
application relating to bankruptcy, insolvency
and the relief of debtors and rules of law
governing specific performance, injunctive relief
or other equitable remedies.

5.3 Capitalization. The Company has no
outstanding capital stock other than common
stock as of the date of this agreement. Issuer is
authorized to issue _________ Shares of
Common Stock, of which __________ shares are
issued and outstanding. All of the Company's
outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, non-
assessable and not subject to any preemptive or
similar rights; and the Shares have been duly
authorized and, when issued and delivered to
Consultant as payment for services rendered as
provided by this Agreement, will be validly
issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to
any preemptive or similar rights.

6.0 Miscellaneous

6.1 Assignment. This agreement is not
transferable or assignable.

6.2 Execution and Delivery of Agreement.
Each of the parties shall be entitled to rely on
delivery by fax transmission of an executed copy
of this Agreement by the other party. And
acceptance of such fax copies shall create a valid
and binding agreement between the parties.

6.3 Titles. The titles of the sections and
subsections of this agreement are for the
convenience of reference only and are not to be
considered in construing this Agreement.

6.4 Servability. The invalidity or
unenforceability of any particular provision of
this Agreement shall not affect or limit the
effectiveness of such agreement.

IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first
above mentioned.

AGREED AND ACCEPTED		AGREED AND ACCEPTED

Power Technologies, Inc.	Trilogy and Associates, Inc.

By: /s/Lee Balak		By: /s/ Michael King
_________________		____________________
Authorized Corporate Signatory  Authorized Corporate Signatory