As filed with the Securities and Exchange Commission on September 29, 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)


              1770 St. James Place, Suite 115, Houston, Texas 77056
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                 2004-B STOCK OPTION, SAR, AND STOCK BONUS PLAN
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                          Bernard J. Walter, President
                             POWER TECHNOLOGY, INC.
              1770 St. James Place, Suite 115, Houston, Texas 77056
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  713.621.4310
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                   SUITE 2440
                          OKLAHOMA CITY, OKLAHOMA 73102
                                 (405) 235-2111
--------------------------------------------------------------------------------
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each Class                           Proposed Maximum      Proposed Maximum
of Securities to        Amount to be          Offering Price        Aggregate Offering        Amount of
be Registered           Registered(1)         per Share(2)          Price                     Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                   <C>                       <C>
Common Stock,
$.001 par value         20,000,000 shares     $0.03                 $600,000                  $76.02
</TABLE>

(1)   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.

                                EXPLANATORY NOTE

      A re-offer  Prospectus will be filed as an amendment to this  registration
statement and will be prepared in  accordance  with the  requirements  Part I of
Form S-3 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and in accordance  with Section C of the General  Instructions  to Form S-8. The
re-offer  Prospectus may be used for  re-offerings  and re-sales of Common Stock
acquired by the selling  stockholders  to be listed in the re-offer  Prospectus.
These selling  stockholders  would be affiliates of Power  Technology,  Inc., as
defined in Section  501(b) of Regulation D promulgated  under the Securities Act
of 1933, as amended.

      As a result,  this  Prospectus  herein  may not be used for  re-offers  or
resales of Common Stock  acquired by  "affiliates"  of the Company as defined in
Rule 405 under  the  Securities  Act of 1933,  as  amended  (the  "Act").  Under
existing laws and regulations, any such re-offers or re-sales by affiliates must
be made:  (a)  pursuant  to Rule 144  under the Act;  (b)  pursuant  to  another
exemption from the  registration  requirements  of the Act; or (c) by a separate
registration  of such shares that has been declared  effective by the Securities
and Exchange Commission under the Act.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      GENERAL.  The Board of Directors adopted the 2004-B Stock Option, SAR, and
Stock Bonus Plan (the "Plan") which authorized the Company through the Committee
that administers the Plan (the "Committee") to grant qualified and non-qualified
stock  options  with or without  stock  appreciation  rights and to grant  stock
bonuses   to   employees,    non-emloyee   directors,   and   consultants   (the
"Participants")  of the Company.  There are 20,000,000 shares of Common Stock of
the Company  available  for grant to  Participants  designated  by the Committee
under the Plan. A description of the Plan appears below.

      DESCRIPTION  OF THE PLAN.  The Board of Directors  determined to adopt the
Plan to retain and  compensate  key  employees,  non-employee  directors  and to
provide additional incentive for consultants. The Plan permits the Committee the
right to grant  incentive stock options within the meaning of Section 422 of the
Internal Revenue Code or non-qualified  stock options ("Stock  Options") with or
without stock  appreciation  rights ("SAR's").  The Board believes that the best
interest of the Company will be served by the availability of both Stock Options
and SAR's.

      THE  COMMITTEE.  The Plan  provides for the  granting by the  Committee of
Options (with or without SAR's) and SAR's to employees,  non-emloyee  directors,
and  consultants  of the  Company.  The  shares  subject  to the  Plan  will  be
registered at the Company's  expense  pursuant to the Securities Act of 1933, as
amended (the "Act"),  and applicable state securities acts, or will be issued by
the Company pursuant to exemptions from the registration requirements of the Act
and applicable  state securities acts. The Plan is administered by the Committee
composed  of at least  one  member  of the  Board of  Directors.  The  Committee
administers and interprets the Plan and has authority to grant Options and SAR's
to all  eligible  persons and  determines  at the time the Option is granted the
number of shares granted under and the type of each Option,  the purchase price,
the  option  period  and  whether  SAR's  granted  thereunder  or at the time of
exercise of the Option.  Mr.  Bernard J. Walter and Mr. Hugo  Pomrehn  have been
appointed as the members of the Committee.

      STOCK  OPTIONS.  The Plan  provides for the  issuance of  incentive  stock
options  within the  meaning  of Section  422 of the  Internal  Revenue  Code to
employees of the Company and  non-qualified  Stock  Options which may be with or
without SAR's to  employees,  non-employee  directors,  and  consultants  of the
Company at any time on or after  August 1, 2004,  for the  purchase of shares of
the Company's Common Stock from the 20,000,000  shares which have been set aside
for such  purpose.  The  Committee may grant Stock Options with or without SAR's
for such number of shares to eligible Participants as the Committee from time to
time shall determine and designate.  Shares involved in the unexercised  portion
of any terminated or expired Option may again be subjected to Options,  provided
that to the extent any Option in whole or in part is  surrendered  as the result
of the exercise of a SAR, the shares subject to the  surrendered  portion of the
Option will no longer be available for use under the Plan.

      The  Committee  is  vested  with  discretion  in  determining  the  terms,
restrictions and conditions of each Option. The option price of the Common Stock
to be issued under the Plan will be determined by the Committee.

      Options  granted under the Plan are  exercisable in such amounts,  at such
intervals  and upon such terms as the  Committee  shall  provide in such Option.
Upon the exercise of a Stock  Option,  the option price must be paid in full, in
cash or in Common Stock of the Company or a combination of cash and Common Stock
of the Company.

      Stock  Options  granted  under the Plan may contain such waiting  periods,
exercise  dates,  and  restrictions  on  exercise  as may be  determined  by the
Committee. In the event of termination of employment of a Participant other than
by reason of death,  disability or retirement,  the right of the  Participant to
exercise any Option shall terminate  unless  exercised  within a period of three
months  from the date on which the  employee  ceased to be so  employed.  In the
event of  termination  of employment of a Participant by reason of disability or
retirement,  the right of the  Participant to exercise any Option that he or she
was entitled to exercise upon  termination  of employment,  shall  terminate one
year after the date of such termination of employment. In the event of the death
of a  Participant  while  employed  by the  Company  to the  extent the right to
exercise the Option was accrued as of the date of such termination of employment
and  had  not  expired  during  such  additional   period,   the  right  of  the
Participant's  beneficiary to exercise the Option shall terminate one year after
the date of the  Participant's  death.  To the extent the right to  exercise  an
Option, or any portion thereof, has not
<PAGE>

accrued as of the date of termination of employment,  such right shall expire at
the date of such termination of employment.  Options are not transferable except
by will or by the laws of descent and distribution.

      STOCK APPRECIATION RIGHTS.  Rights under an SAR may not be exercised until
six months  after the date of the grant and shall  terminate at such time as the
Committee  determines  and shall be exercised only upon surrender of the related
Stock  Option  and only to the  extent  that the  related  Stock  Option (or the
portion  thereof  as to which the SAR is  exercisable)  is  exercised.  SARS are
exercisable  only by  Participants  while actively  employed by the Company or a
subsidiary except in the case of death or disability. SARs may be exercised only
by the  Participant  while  actively  employed  or engaged  by the  Company or a
subsidiary  except that (i) any SARs previously  granted to a Participant  which
are otherwise exercisable may be exercised,  with the approval of the Committee,
by the personal  representative  of a deceased  Participant,  even if such death
should  occur  within  six  months  of the date of grant  (but  not  beyond  the
expiration date of such SAR), and (ii) if a Participant  terminates his position
with the Company or a  subsidiary,  as the case may be, on account of  incurring
Disability,   such  Participant  may  exercise  any  SARs  which  are  otherwise
exercisable,  with the approval of the  Committee,  anytime  within 12 months of
termination  by  Disability.  The  applicable  SAR shall (i) terminate  upon the
termination  of the  underlying  Stock Option,  as the case may be, (ii) only be
transferable  at the same time and under the same  conditions as the  underlying
Stock Option is transferable,  (iii) only be exercised when the underlying Stock
Option  is  exercised,  and (iv) may be  exercised  only if there is a  positive
spread between the Option Price,  as applicable,  and the "fair market value" of
the Stock for which the SAR is  exercised.  The  Committee  has the authority to
determine whether the value of the SAR is paid in cash or shares of Common Stock
or both and whether or not the SAR may be exercised by the Participant.

      The utilization of SAR's will require a charge to the Company's operations
for each year for the  appreciation of the rights which are anticipated  will be
exercised.  The amount of a charge is  dependent  upon whether and the extent to
which such rights are granted,  and the amount, if any, by which the fair market
value of the Company's Common Stock exceeds the option price provided for in the
related Stock Option.  A similar  charge will be made for Stock Options  without
SAR's.

      STOCK  BONUSES.  The Plan  provides  that the  Committee  may grant  stock
bonuses of the Common  Stock of the  Company to  Participants  in the Plan.  The
Committee is vested with discretion in determining the terms,  restrictions  and
conditions of the issuances of stock bonuses to the Participants.

      The value of such  stock  bonuses  to the  Participants  will be  ordinary
income to the Participants equal to the fair market value of the Common Stock of
the Company on the date of the issuance of the stock bonus.

      ADJUSTMENTS.  The number and kind of shares subject to outstanding awards,
the  purchase  price,  the  number  and  kind of  shares  available  for  awards
subsequently  granted under the Plan and the maximum number of shares in respect
of which awards can be made to any  Participant  in any  calendar  year shall be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the awards granted under the
Plan.  The committee  shall have the power and sole  discretion to determine the
amount of the adjustment to be made in each case.  After any merger in which the
Company is the surviving  corporation,  each Participant  shall be entitled upon
any  exercise of an Option or receipt of any other award to receive  (subject to
any required action by stockholders),  in lieu of the number of shares of Common
Stock receivable or exercisable pursuant to such award prior to such merger, the
number and class of shares or other securities to which such  Participant  would
have been  entitled  pursuant  to the terms of the merger if, at the time of the
merger,  such Participant had been the holder of record of a number of shares of
Common  Stock  equal to the  number  of shares of  Common  Stock  receivable  or
exercisable  pursuant  to such award.  Comparable  rights  shall  accrue to each
Participant in the event of successive mergers of the character described above.
In the event of a merger in which the Company is not the surviving  corporation,
the surviving,  continuing, successor or purchasing corporation, as the case may
be, will either assume the Company's  rights and obligations  under  outstanding
award agreements or substitute awards in respect of the acquiring  corporation's
stock  for  outstanding  awards,  provided,   however,  that  if  the  acquiring
corporation does not assume or substitute for such outstanding awards, the board
shall provide prior to the merger that any unexercisable and/or unvested portion
of the  outstanding  awards shall be immediately  exercisable and vested as of a
date prior to such merger or consolidation, as the Board so determines.

      TERMINATION  AND AMENDMENT.  The Plan may be altered,  changed,  modified,
amended or terminated by written  amendment  approved by the Board of Directors.
Provided,  that no action of the Board of Directors may, without the approval of
Company's  stockholders,  materially  increase  the  benefits  accruing  to  the
Participants  under the Plan,  or materially  increase the  aggregate  number of
securities  that  may be  issued  under  the  Plan,  or  materially  modify  the
requirements as to eligibility for participation under the Plan.
<PAGE>

      CERTAIN FEDERAL INCOME TAX CONSEQUENCES.  The following is a brief summary
of the federal income tax  consequences of transactions  under the Plan based on
federal securities and income tax laws currently in effect.  This summary is not
intended  to be  exhaustive  and  does not  discuss  the tax  consequences  of a
Participant's  death or provisions  of the income tax laws of any  municipality,
state or foreign country in which a Participany may reside.

      Non-Qualified  Stock  Options.  Except as noted  below,  with  respect  to
non-qualified Stock Options,  (i) no income is recognized by the optionee at the
time the option is granted;  (ii)  generally,  at exercise,  ordinary  income is
recognized  by the  optionee in an amount  equal to the  difference  between the
option  exercise  price  paid for the shares  and the fair  market  value of the
shares on the date of exercise,  and the Company is entitled to a tax  deduction
in the same  amount;  and (iii) at  disposition,  any gain or loss is treated as
capital gain or loss.  In the case of an optionee  who is also an employee,  any
income recognized upon exercise of a non-qualified  Stock Option will constitute
wages for which withholding will be required. However, different rules may apply
if  restricted  stock is purchased or if shares are purchased by an optionee who
is also an officer, director or more than 10% shareholder.

      Incentive  Stock Options.  The grant of an incentive  stock option ("ISO")
would not result in income for the optionee or a deduction for the Company.  The
exercise  of an ISO option  would not result in income for the  optionee  if the
optionee  (i) does not dispose of the shares  within two years after the date of
grant or one year after the  transfer  of shares  upon  exercise  and (ii) is an
employee of the Company or a  subsidiary  of the Company  from the date of grant
and  through  and  until  three  months  before  the  exercise  date.  If  these
requirements  are met, the basis of the shares upon later  disposition  would be
the option  price.  Any gain will be taxed to the employee as long-term  capital
gain and the Company  would not be entitled  to a  deduction.  The excess of the
market  value  on the  exercise  date  over the  option  price is an item of tax
preference,  potentially subject to the alternative  minimum tax. Generally,  to
qualify as an ISO, an option  must be granted at an exercise  price equal to the
fair  market  value of the  optioned  stock on the date the  option  is  granted
(without regard to any restrictions on the stock that will expire at some future
time). An employee who owns stock possessing more than 10% of the total combined
voting  power of all  classes  of  stock of the  Company  (or of any  parent  or
subsidiary  of the company)  cannot be granted an ISO at an exercise  price less
than 110% of the fair market  value of the stock  subject to the ISO on the date
the option is granted.  The term of an incentive  stock option  cannot exceed 10
years,  and the term of an incentive  stock  option  granted to a holder of more
than 10% of our voting power cannot exceed five years.

      Special  Rules  Applicable  to  Corporate  Insiders and  Restricted  Stock
Purchasers.  Generally,  individuals  subject to Section 16(b) of the Securities
Exchange Act of 1934  ("Insiders")  and  individuals who purchase stock may have
their  recognition  of  compensation  income and the  beginning of their capital
gains holding  period  deferred for up to six months after option  exercise (for
Insiders),  or until the restrictions  lapse (for restricted  stock  purchasers)
(the  "Deferral  Date"),  with the excess of the fair market  value of the stock
determined  as of the  Deferral  Date over the  purchase  price  being  taxed as
ordinary  income,  and the tax holding  period for any  subsequent  gain or loss
beginning  on the  Deferral  Date.  However,  an  Insider  or  restricted  stock
purchaser  who so elects under Code Section  83(b) on a timely basis may instead
be taxed on the  difference  between the excess of the fair market  value on the
date of transfer over the purchase price,  with the tax holding period beginning
on such date.  Similar  rules apply for  alternative  minimum tax purposes  with
respect to the exercise of an Incentive Stock Option by an Insider.

      Capital Gains.  Generally,  net capital gain (net  long-term  capital gain
minus net  short-term  capital loss) is taxed at a maximum rate of 15%.  Capital
losses are  allowed  in full  against  capital  gains plus up to $3,000 of other
income.

      Payment for Option  Exercise  Price.  Payment of the option exercise price
may be in cash or, to the extent  permitted  by the  Committee,  by  delivery of
previously  owned  Company  stock having a fair market value equal to the option
price or a combination of cash and stock.  The Committee may also permit certain
"cashless" option exercises by allowing optionees to surrender portions of their
options in payment for the stock to be received.

      Stock  Appreciation  Rights  ("SAR's").  The  payment  made to an eligible
individual  from an SAR,  whether  paid in  cash,  stock or some  other  form of
consideration,  is taxable to the eligible  individual as ordinary income at the
time received. There is no preferential tax treatment, nor is there any deferral
of the tax beyond the time of payment.

            Tax Deduction-Company.  The Company receives a tax deduction for the
            amount of the SAR at the time the  payment  amount is required to be
            included in the eligible individual's income and taxed to
<PAGE>

            the eligible individual. The amount of the tax deduction is equal to
            the amount of the payment.  Withholding.  The Company is required to
            withhold for federal income tax purposes and FICA, FUTA and Medicare
            purposes on SARs granted to eligible  individuals.  If the amount of
            the SAR is paid by the Company in cash,  the  required  amount to be
            withheld  generally would be taken from the cash payment.  Depending
            upon when in the tax year the SAR amount is paid,  FICA and FUTA may
            or may not be  required to be  withheld.  If the payment or exercise
            occurs later in the year,  the eligible  individual  may be over the
            required  wage base  amount for FICA and FUTA  taxes.  However,  the
            Medicare  withholding  tax is not  subject  to a wage base limit and
            will apply, regardless of the timing of the payment or exercise.

            Corporate  Charges  Against  Earnings.   For  financial   accounting
            purposes,  the  Company  is  required  to  accrue a  charge  against
            earnings for the amount of its liabilities  under  outstanding SARs.
            The  amount  generally  is  accrued  quarterly  in the amount of the
            quarterly increase in value of the Company's stock for SARs.

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:

      (a)   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

      (b)   The Form  10-KSB  annual  report of the  Company for its fiscal year
            ended  January  31,  2004,  as may be  amended,  and the Form 10-QSB
            quarterly reports of the Company filed subsequent  thereto,  and all
            other reports and amendments thereto 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:

                          Bernard J. Walter, President
                             POWER TECHNOLOGY, INC.
                        1770 St. James, Place, Suite 115
                              Houston, Texas 77056
                                  713.621.4310
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The law firm of Stephen A.  Zrenda,  Jr.,  P.C.  which has passed upon the
validity  of  the  shares  of  Common  Stock  of the  Company  covered  by  this
Registration  Statement  and  Prospectus,  holds as security  for payment of its
invoices 85,000 shares of the Common Stock of the Company.

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
<PAGE>

                  securities offered therein and the offering of such securities
                  at that  time  shall be  deemed  to be the  initial  bona fide
                  offering thereof; and

            (3)   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 Houston, Texas, on September 29, 2004.

POWER TECHNOLOGY, INC.

By: /s/ Bernard J. Walter
    ------------------------------------------------------------
        Bernard J. Walter, Chief Executive Officer and President
<PAGE>

      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 September 29, 2004.  Each person whose signature to the
Registration  Statement  appears below hereby appoints Bernard J. Walter 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.

/s/ Bernard J. Walter
----------------------------------------------------------------------------
Bernard J. Walter, Chief Executive Officer, President, Secretary, Treasurer,
Director, and Principal Financial and Accounting Officer

/s/ Hugo P. Pomrehn
-------------------------------
Hugo P. Pomrehn, Director
<PAGE>

                             POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

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

5                          Opinion of Stephen A. Zrenda, Jr., P.C.

10                         2004-B Stock Option, SAR, and Stock Bonus Plan

23.1                       Consent of Stephen A. Zrenda, Jr., P.C.

23.2                       Consent of Beckstead and Watts, LLP
[{"type": "S-8", "sequence": "1", "filename": "v07150_s8.txt", "secsgml_size_bytes": 35135}]
{"company-data": {"conformed-name": "POWER TECHNOLOGY INC/CN", "cik": "0001066978", "assigned-sic": "3714", "irs-number": "880395816", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119386", "film-number": "041053839"}, "business-address": {"street1": "1000 W BONANZA RD", "street2": "604-925-0716", "city": "LAS VEGAS", "state": "NV", "zip": "89106", "phone": "7023823385"}, "mail-address": {"street1": "1000 W BONANZA RD", "city": "LAS VEGAS", "state": "NV", "zip": "89106"}}
As filed with the Securities and Exchange Commission on September 29, 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)

              1770 St. James Place, Suite 115, Houston, Texas 77056
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                 2004-B STOCK OPTION, SAR, AND STOCK BONUS PLAN
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                          Bernard J. Walter, President
                             POWER TECHNOLOGY, INC.
              1770 St. James Place, Suite 115, Houston, Texas 77056
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  713.621.4310
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                   SUITE 2440
                          OKLAHOMA CITY, OKLAHOMA 73102
                                 (405) 235-2111
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Each Class                           Proposed Maximum      Proposed Maximum
of Securities to        Amount to be          Offering Price        Aggregate Offering        Amount of
be Registered           Registered(1)         per Share(2)          Price                     Registration Fee
--------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value         20,000,000 shares     $0.03                 $600,000                  $76.02
(1)   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.

                                EXPLANATORY NOTE

      A re-offer  Prospectus will be filed as an amendment to this  registration
statement and will be prepared in  accordance  with the  requirements  Part I of
Form S-3 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and in accordance  with Section C of the General  Instructions  to Form S-8. The
re-offer  Prospectus may be used for  re-offerings  and re-sales of Common Stock
acquired by the selling  stockholders  to be listed in the re-offer  Prospectus.
These selling  stockholders  would be affiliates of Power  Technology,  Inc., as
defined in Section  501(b) of Regulation D promulgated  under the Securities Act
of 1933, as amended.

      As a result,  this  Prospectus  herein  may not be used for  re-offers  or
resales of Common Stock  acquired by  "affiliates"  of the Company as defined in
Rule 405 under  the  Securities  Act of 1933,  as  amended  (the  "Act").  Under
existing laws and regulations, any such re-offers or re-sales by affiliates must
be made:  (a)  pursuant  to Rule 144  under the Act;  (b)  pursuant  to  another
exemption from the  registration  requirements  of the Act; or (c) by a separate
registration  of such shares that has been declared  effective by the Securities
and Exchange Commission under the Act.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      GENERAL.  The Board of Directors adopted the 2004-B Stock Option, SAR, and
Stock Bonus Plan (the "Plan") which authorized the Company through the Committee
that administers the Plan (the "Committee") to grant qualified and non-qualified
stock  options  with or without  stock  appreciation  rights and to grant  stock
bonuses   to   employees,    non-emloyee   directors,   and   consultants   (the
"Participants")  of the Company.  There are 20,000,000 shares of Common Stock of
the Company  available  for grant to  Participants  designated  by the Committee
under the Plan. A description of the Plan appears below.

      DESCRIPTION  OF THE PLAN.  The Board of Directors  determined to adopt the
Plan to retain and  compensate  key  employees,  non-employee  directors  and to
provide additional incentive for consultants. The Plan permits the Committee the
right to grant  incentive stock options within the meaning of Section 422 of the
Internal Revenue Code or non-qualified  stock options ("Stock  Options") with or
without stock  appreciation  rights ("SAR's").  The Board believes that the best
interest of the Company will be served by the availability of both Stock Options
and SAR's.

      THE  COMMITTEE.  The Plan  provides for the  granting by the  Committee of
Options (with or without SAR's) and SAR's to employees,  non-emloyee  directors,
and  consultants  of the  Company.  The  shares  subject  to the  Plan  will  be
registered at the Company's  expense  pursuant to the Securities Act of 1933, as
amended (the "Act"),  and applicable state securities acts, or will be issued by
the Company pursuant to exemptions from the registration requirements of the Act
and applicable  state securities acts. The Plan is administered by the Committee
composed  of at least  one  member  of the  Board of  Directors.  The  Committee
administers and interprets the Plan and has authority to grant Options and SAR's
to all  eligible  persons and  determines  at the time the Option is granted the
number of shares granted under and the type of each Option,  the purchase price,
the  option  period  and  whether  SAR's  granted  thereunder  or at the time of
exercise of the Option.  Mr.  Bernard J. Walter and Mr. Hugo  Pomrehn  have been
appointed as the members of the Committee.

      STOCK  OPTIONS.  The Plan  provides for the  issuance of  incentive  stock
options  within the  meaning  of Section  422 of the  Internal  Revenue  Code to
employees of the Company and  non-qualified  Stock  Options which may be with or
without SAR's to  employees,  non-employee  directors,  and  consultants  of the
Company at any time on or after  August 1, 2004,  for the  purchase of shares of
the Company's Common Stock from the 20,000,000  shares which have been set aside
for such  purpose.  The  Committee may grant Stock Options with or without SAR's
for such number of shares to eligible Participants as the Committee from time to
time shall determine and designate.  Shares involved in the unexercised  portion
of any terminated or expired Option may again be subjected to Options,  provided
that to the extent any Option in whole or in part is  surrendered  as the result
of the exercise of a SAR, the shares subject to the  surrendered  portion of the
Option will no longer be available for use under the Plan.

      The  Committee  is  vested  with  discretion  in  determining  the  terms,
restrictions and conditions of each Option. The option price of the Common Stock
to be issued under the Plan will be determined by the Committee.

      Options  granted under the Plan are  exercisable in such amounts,  at such
intervals  and upon such terms as the  Committee  shall  provide in such Option.
Upon the exercise of a Stock  Option,  the option price must be paid in full, in
cash or in Common Stock of the Company or a combination of cash and Common Stock
of the Company.

      Stock  Options  granted  under the Plan may contain such waiting  periods,
exercise  dates,  and  restrictions  on  exercise  as may be  determined  by the
Committee. In the event of termination of employment of a Participant other than
by reason of death,  disability or retirement,  the right of the  Participant to
exercise any Option shall terminate  unless  exercised  within a period of three
months  from the date on which the  employee  ceased to be so  employed.  In the
event of  termination  of employment of a Participant by reason of disability or
retirement,  the right of the  Participant to exercise any Option that he or she
was entitled to exercise upon  termination  of employment,  shall  terminate one
year after the date of such termination of employment. In the event of the death
of a  Participant  while  employed  by the  Company  to the  extent the right to
exercise the Option was accrued as of the date of such termination of employment
and  had  not  expired  during  such  additional   period,   the  right  of  the
Participant's  beneficiary to exercise the Option shall terminate one year after
the date of the  Participant's  death.  To the extent the right to  exercise  an
Option, or any portion thereof, has not
accrued as of the date of termination of employment,  such right shall expire at
the date of such termination of employment.  Options are not transferable except
by will or by the laws of descent and distribution.

      STOCK APPRECIATION RIGHTS.  Rights under an SAR may not be exercised until
six months  after the date of the grant and shall  terminate at such time as the
Committee  determines  and shall be exercised only upon surrender of the related
Stock  Option  and only to the  extent  that the  related  Stock  Option (or the
portion  thereof  as to which the SAR is  exercisable)  is  exercised.  SARS are
exercisable  only by  Participants  while actively  employed by the Company or a
subsidiary except in the case of death or disability. SARs may be exercised only
by the  Participant  while  actively  employed  or engaged  by the  Company or a
subsidiary  except that (i) any SARs previously  granted to a Participant  which
are otherwise exercisable may be exercised,  with the approval of the Committee,
by the personal  representative  of a deceased  Participant,  even if such death
should  occur  within  six  months  of the date of grant  (but  not  beyond  the
expiration date of such SAR), and (ii) if a Participant  terminates his position
with the Company or a  subsidiary,  as the case may be, on account of  incurring
Disability,   such  Participant  may  exercise  any  SARs  which  are  otherwise
exercisable,  with the approval of the  Committee,  anytime  within 12 months of
termination  by  Disability.  The  applicable  SAR shall (i) terminate  upon the
termination  of the  underlying  Stock Option,  as the case may be, (ii) only be
transferable  at the same time and under the same  conditions as the  underlying
Stock Option is transferable,  (iii) only be exercised when the underlying Stock
Option  is  exercised,  and (iv) may be  exercised  only if there is a  positive
spread between the Option Price,  as applicable,  and the "fair market value" of
the Stock for which the SAR is  exercised.  The  Committee  has the authority to
determine whether the value of the SAR is paid in cash or shares of Common Stock
or both and whether or not the SAR may be exercised by the Participant.

      The utilization of SAR's will require a charge to the Company's operations
for each year for the  appreciation of the rights which are anticipated  will be
exercised.  The amount of a charge is  dependent  upon whether and the extent to
which such rights are granted,  and the amount, if any, by which the fair market
value of the Company's Common Stock exceeds the option price provided for in the
related Stock Option.  A similar  charge will be made for Stock Options  without
SAR's.

      STOCK  BONUSES.  The Plan  provides  that the  Committee  may grant  stock
bonuses of the Common  Stock of the  Company to  Participants  in the Plan.  The
Committee is vested with discretion in determining the terms,  restrictions  and
conditions of the issuances of stock bonuses to the Participants.

      The value of such  stock  bonuses  to the  Participants  will be  ordinary
income to the Participants equal to the fair market value of the Common Stock of
the Company on the date of the issuance of the stock bonus.

      ADJUSTMENTS.  The number and kind of shares subject to outstanding awards,
the  purchase  price,  the  number  and  kind of  shares  available  for  awards
subsequently  granted under the Plan and the maximum number of shares in respect
of which awards can be made to any  Participant  in any  calendar  year shall be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the awards granted under the
Plan.  The committee  shall have the power and sole  discretion to determine the
amount of the adjustment to be made in each case.  After any merger in which the
Company is the surviving  corporation,  each Participant  shall be entitled upon
any  exercise of an Option or receipt of any other award to receive  (subject to
any required action by stockholders),  in lieu of the number of shares of Common
Stock receivable or exercisable pursuant to such award prior to such merger, the
number and class of shares or other securities to which such  Participant  would
have been  entitled  pursuant  to the terms of the merger if, at the time of the
merger,  such Participant had been the holder of record of a number of shares of
Common  Stock  equal to the  number  of shares of  Common  Stock  receivable  or
exercisable  pursuant  to such award.  Comparable  rights  shall  accrue to each
Participant in the event of successive mergers of the character described above.
In the event of a merger in which the Company is not the surviving  corporation,
the surviving,  continuing, successor or purchasing corporation, as the case may
be, will either assume the Company's  rights and obligations  under  outstanding
award agreements or substitute awards in respect of the acquiring  corporation's
stock  for  outstanding  awards,  provided,   however,  that  if  the  acquiring
corporation does not assume or substitute for such outstanding awards, the board
shall provide prior to the merger that any unexercisable and/or unvested portion
of the  outstanding  awards shall be immediately  exercisable and vested as of a
date prior to such merger or consolidation, as the Board so determines.

      TERMINATION  AND AMENDMENT.  The Plan may be altered,  changed,  modified,
amended or terminated by written  amendment  approved by the Board of Directors.
Provided,  that no action of the Board of Directors may, without the approval of
Company's  stockholders,  materially  increase  the  benefits  accruing  to  the
Participants  under the Plan,  or materially  increase the  aggregate  number of
securities  that  may be  issued  under  the  Plan,  or  materially  modify  the
requirements as to eligibility for participation under the Plan.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.  The following is a brief summary
of the federal income tax  consequences of transactions  under the Plan based on
federal securities and income tax laws currently in effect.  This summary is not
intended  to be  exhaustive  and  does not  discuss  the tax  consequences  of a
Participant's  death or provisions  of the income tax laws of any  municipality,
state or foreign country in which a Participany may reside.

      Non-Qualified  Stock  Options.  Except as noted  below,  with  respect  to
non-qualified Stock Options,  (i) no income is recognized by the optionee at the
time the option is granted;  (ii)  generally,  at exercise,  ordinary  income is
recognized  by the  optionee in an amount  equal to the  difference  between the
option  exercise  price  paid for the shares  and the fair  market  value of the
shares on the date of exercise,  and the Company is entitled to a tax  deduction
in the same  amount;  and (iii) at  disposition,  any gain or loss is treated as
capital gain or loss.  In the case of an optionee  who is also an employee,  any
income recognized upon exercise of a non-qualified  Stock Option will constitute
wages for which withholding will be required. However, different rules may apply
if  restricted  stock is purchased or if shares are purchased by an optionee who
is also an officer, director or more than 10% shareholder.

      Incentive  Stock Options.  The grant of an incentive  stock option ("ISO")
would not result in income for the optionee or a deduction for the Company.  The
exercise  of an ISO option  would not result in income for the  optionee  if the
optionee  (i) does not dispose of the shares  within two years after the date of
grant or one year after the  transfer  of shares  upon  exercise  and (ii) is an
employee of the Company or a  subsidiary  of the Company  from the date of grant
and  through  and  until  three  months  before  the  exercise  date.  If  these
requirements  are met, the basis of the shares upon later  disposition  would be
the option  price.  Any gain will be taxed to the employee as long-term  capital
gain and the Company  would not be entitled  to a  deduction.  The excess of the
market  value  on the  exercise  date  over the  option  price is an item of tax
preference,  potentially subject to the alternative  minimum tax. Generally,  to
qualify as an ISO, an option  must be granted at an exercise  price equal to the
fair  market  value of the  optioned  stock on the date the  option  is  granted
(without regard to any restrictions on the stock that will expire at some future
time). An employee who owns stock possessing more than 10% of the total combined
voting  power of all  classes  of  stock of the  Company  (or of any  parent  or
subsidiary  of the company)  cannot be granted an ISO at an exercise  price less
than 110% of the fair market  value of the stock  subject to the ISO on the date
the option is granted.  The term of an incentive  stock option  cannot exceed 10
years,  and the term of an incentive  stock  option  granted to a holder of more
than 10% of our voting power cannot exceed five years.

      Special  Rules  Applicable  to  Corporate  Insiders and  Restricted  Stock
Purchasers.  Generally,  individuals  subject to Section 16(b) of the Securities
Exchange Act of 1934  ("Insiders")  and  individuals who purchase stock may have
their  recognition  of  compensation  income and the  beginning of their capital
gains holding  period  deferred for up to six months after option  exercise (for
Insiders),  or until the restrictions  lapse (for restricted  stock  purchasers)
(the  "Deferral  Date"),  with the excess of the fair market  value of the stock
determined  as of the  Deferral  Date over the  purchase  price  being  taxed as
ordinary  income,  and the tax holding  period for any  subsequent  gain or loss
beginning  on the  Deferral  Date.  However,  an  Insider  or  restricted  stock
purchaser  who so elects under Code Section  83(b) on a timely basis may instead
be taxed on the  difference  between the excess of the fair market  value on the
date of transfer over the purchase price,  with the tax holding period beginning
on such date.  Similar  rules apply for  alternative  minimum tax purposes  with
respect to the exercise of an Incentive Stock Option by an Insider.

      Capital Gains.  Generally,  net capital gain (net  long-term  capital gain
minus net  short-term  capital loss) is taxed at a maximum rate of 15%.  Capital
losses are  allowed  in full  against  capital  gains plus up to $3,000 of other
income.

      Payment for Option  Exercise  Price.  Payment of the option exercise price
may be in cash or, to the extent  permitted  by the  Committee,  by  delivery of
previously  owned  Company  stock having a fair market value equal to the option
price or a combination of cash and stock.  The Committee may also permit certain
"cashless" option exercises by allowing optionees to surrender portions of their
options in payment for the stock to be received.

      Stock  Appreciation  Rights  ("SAR's").  The  payment  made to an eligible
individual  from an SAR,  whether  paid in  cash,  stock or some  other  form of
consideration,  is taxable to the eligible  individual as ordinary income at the
time received. There is no preferential tax treatment, nor is there any deferral
of the tax beyond the time of payment.

            Tax Deduction-Company.  The Company receives a tax deduction for the
            amount of the SAR at the time the  payment  amount is required to be
            included in the eligible individual's income and taxed to
the eligible individual. The amount of the tax deduction is equal to
            the amount of the payment.  Withholding.  The Company is required to
            withhold for federal income tax purposes and FICA, FUTA and Medicare
            purposes on SARs granted to eligible  individuals.  If the amount of
            the SAR is paid by the Company in cash,  the  required  amount to be
            withheld  generally would be taken from the cash payment.  Depending
            upon when in the tax year the SAR amount is paid,  FICA and FUTA may
            or may not be  required to be  withheld.  If the payment or exercise
            occurs later in the year,  the eligible  individual  may be over the
            required  wage base  amount for FICA and FUTA  taxes.  However,  the
            Medicare  withholding  tax is not  subject  to a wage base limit and
            will apply, regardless of the timing of the payment or exercise.

            Corporate  Charges  Against  Earnings.   For  financial   accounting
            purposes,  the  Company  is  required  to  accrue a  charge  against
            earnings for the amount of its liabilities  under  outstanding SARs.
            The  amount  generally  is  accrued  quarterly  in the amount of the
            quarterly increase in value of the Company's stock for SARs.

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:

      (a)   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

      (b)   The Form  10-KSB  annual  report of the  Company for its fiscal year
            ended  January  31,  2004,  as may be  amended,  and the Form 10-QSB
            quarterly reports of the Company filed subsequent  thereto,  and all
            other reports and amendments thereto 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:

                          Bernard J. Walter, President
                             POWER TECHNOLOGY, INC.
                        1770 St. James, Place, Suite 115
                              Houston, Texas 77056
                                  713.621.4310
ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The law firm of Stephen A.  Zrenda,  Jr.,  P.C.  which has passed upon the
validity  of  the  shares  of  Common  Stock  of the  Company  covered  by  this
Registration  Statement  and  Prospectus,  holds as security  for payment of its
invoices 85,000 shares of the Common Stock of the Company.

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

            (3)   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 Houston, Texas, on September 29, 2004.

POWER TECHNOLOGY, INC.

By: /s/ Bernard J. Walter
    ------------------------------------------------------------
        Bernard J. Walter, Chief Executive Officer and 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 September 29, 2004.  Each person whose signature to the
Registration  Statement  appears below hereby appoints Bernard J. Walter 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.

/s/ Bernard J. Walter
----------------------------------------------------------------------------
Bernard J. Walter, Chief Executive Officer, President, Secretary, Treasurer,
Director, and Principal Financial and Accounting Officer

/s/ Hugo P. Pomrehn
-------------------------------
Hugo P. Pomrehn, Director
POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

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

5                          Opinion of Stephen A. Zrenda, Jr., P.C.

10                         2004-B Stock Option, SAR, and Stock Bonus Plan

23.1                       Consent of Stephen A. Zrenda, Jr., P.C.

23.2                       Consent of Beckstead and Watts, LLP