SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                                  May 10, 2005
                        ---------------------------------
                                 Date of Report
                        (Date of Earliest Event Reported)

                             Power Technology, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Nevada                       0-248671                    88-0395816
   ---------------                 ------------             -------------------
    (State or other                (Commission               (I.R.S. Employer
   jurisdiction of                 File Number)             Identification No.)
    incorporation)

                          109 Post Oak Lane, Suite 422
                              Houston, Texas 77024
                    ----------------------------------------
                    (Address of principal executive offices)

                                  713.621.4310
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
         --------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Section 1.  Registrant's Business and Operations

         Item 1.01 Entry into a Material Definitive Agreement

         Standby Equity  Distribution  Agreement.  The Registrant entered into a
Standby  Equity  Distribution  Agreement  effective  May 10, 2005,  (the "Equity
Agreement")  which  replaced a similar  agreement  dated  August  27,  2004 with
Cornell Capital Partners, L.P. ("Cornell")

         The Equity  Agreement  provides for Cornell to commit to purchase up to
an aggregate of  $5,000,000  of the common stock of the  Registrant,  subject to
certain volume limitations and other conditions,  as requested from time to time
by the  Registrant as its equity capital needs arise during the two-year term of
the Equity Agreement.

         Upon  written  notice  from the  Registrant,  Cornell is  committed  to
purchase  common stock of the Registrant at a purchase price equal to 97% of the
then current  market price.  Market price is defined to mean the lowest  closing
bid price for the common  stock  during a pricing  period  beginning on the date
following  the notice from the  Registrant  and ending on the fifth  consecutive
trading day thereafter.

         Unless the  Registrant  specifically  requests  Cornell to purchase its
common stock by written notification to Cornell, Cornell has no right to acquire
any  securities of the  Registrant and the Registrant has no obligation to offer
and sell its common stock to Cornell.

         In no event shall Cornell  purchase common stock of the Registrant that
would cause  Cornell and its  affiliates to own more than 9.9% of the then total
issued and outstanding shares of the common stock of the Registrant.

         The  Registrant  has engaged  Newbridge  Securities  Corporation as its
exclusive  placement  agent for its sale of common  stock to  Cornell  under the
terms of a Placement Agent Agreement.

         Convertible  Debentures.  The  Registrant  entered  into an Amended and
Restated  Securities Purchase Agreement effective May 10, 2005 (the "Agreement")
and other related  agreements with Cornell Capital  Partners,  L.P.  ("Cornell")
regarding  the issuance of a 5% secured  convertible  debenture in the principal
amount of $514,567 (U.S.) (the "Debenture").

         The Registrant  previously  executed and delivered a Security Agreement
to Cornell that provides Cornell with a security  interest in substantially  all
of the assets of the Registrant.

         The  Debenture  issued to Cornell  by the  Registrant  and the  accrued
interest  thereon are convertible into the common stock of the Registrant at any
time until  repayment  of the  Debenture at the price equal to $0.036 per share.
However,  in no event shall  Cornell  convert the  Debenture in such manner that
would cause Cornell and its  affiliates to  beneficially  own more than 4.99% of
the  then  total  issued  and  outstanding  shares  of the  common  stock of the
Registrant.

         The Registrant, at its option, has the right to redeem the Debenture in
whole or in part that was issued to Cornell with three days written  notice at a
20%  redemption  premium.  In this event,  the  Registrant  is required to issue
Cornell a  two-year  warrant  to  purchase  50,000  shares of its  common  stock

<PAGE>

exercisable  on a cash basis at an exercise  price equal $0.043 per share,  with
piggyback rights.

Item 4.01   Change in Registrant's Certifying Accountant

         Beckstead  and  Watts,   LLP,  the  previous   independent   registered
accounting firm of Power  Technology,  Inc. (the "Company") for the fiscal years
ended January 31, 2003 and 2004,  resigned  from further  audit  services to the
Company  because the firm has been the auditor of the  Registrant  for more than
five years, as required by the Sarbanes-Oxley Act of 2002, as amended.

         During the fiscal years ended January 31, 2003 and 2004,  the financial
statements of the Company did not contain any adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to any uncertainty, audit scope,
or accounting  principles,  except that the reports of Beckstead and Watts,  LLP
for such fiscal years indicated  conditions which raised substantial doubt about
the Company's ability to continue as a going concern.

         For the two fiscal  years  ended  January  31,  2003 and 2004,  and the
subsequent  interim periods ended October 31, 2004,  there were no disagreements
between the Company and  Beckstead  and Watts,  LLP on any matter of  accounting
principles or practice,  financial  statement  disclosure,  or auditing scope or
practices which if not resolved to the  satisfaction of Beckstead and Watts, LLP
would have caused  Beckstead  and Watts,  LLP to make  reference  to the subject
matter of the disagreement in connection with its reports.

         Effective  January  31,  2005,  Malone & Bailey,  PC.,  located at 2925
Briarpark,  Suite 930, Houston, TX 77042 was engaged by the Company to audit the
consolidated  financial  statements  of the  Company  for its fiscal  year ended
January 31, 2005, and the related  statements of income,  stockholders'  equity,
and cash flows for the year then ending. During the two most recent fiscal years
or any subsequent interim period, the new independent registered accounting firm
had not  previously  been  engaged as either  the  principal  accountant  of the
Company to audit its financial statements or of any significant subsidiary,  nor
has the Company consulted with the firm regarding any accounting issue, auditing
or  financial  reporting  issue  regarding  such  financial  statements  or  any
reportable event prior to March 31, 2005.

Section 9.  Financial Statements and Exhibits

         (a)      Financial statements of business acquired: Not applicable

         (b)      Pro forma financial statements: Not applicable

         (c)      Exhibits:
                  ---------

         10.1     Standby Equity Distribution Agreement with Cornell Capital
                  Partners, L.P. dated May 10, 2005.

         10.2     Registration Rights Agreement with Cornell Capital Partners,
                  L.P. dated May 10, 2005.

<PAGE>

         10.3     Escrow Agreement with Cornell Capital Partners, L.P. dated May
                  10, 2005.

         10.4     Placement Agent Agreement with Cornell Capital Partners, L.P.
                  dated May 10, 2005.

         10.5     Amended and Restated 5% Secured Convertible Debenture dated
                  May 10, 2005 and due on November 19, 2006.

         10.6     Termination Agreement regarding previous agreements with
                  Cornell Capital Partners, L.P.

         10.7     Amendment to Registration Rights Agreement.

         16       Accountants letter from Beckstead and Watts, LLP.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


May 10, 2005                                Power Technology, Inc.


                                            By: s/Bernard J. Walter
                                                ----------------------------
                                                Bernard J. Walter, President
{"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": "8-K", "act": "34", "file-number": "000-24857", "film-number": "05817258"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                                  May 10, 2005
                        ---------------------------------
                                 Date of Report
                        (Date of Earliest Event Reported)

                             Power Technology, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Nevada                       0-248671                    88-0395816
   ---------------                 ------------             -------------------
    (State or other                (Commission               (I.R.S. Employer
   jurisdiction of                 File Number)             Identification No.)
    incorporation)

                          109 Post Oak Lane, Suite 422
                              Houston, Texas 77024
                    ----------------------------------------
                    (Address of principal executive offices)

                                  713.621.4310
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
         --------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Section 1.  Registrant's Business and Operations

         Item 1.01 Entry into a Material Definitive Agreement

         Standby Equity  Distribution  Agreement.  The Registrant entered into a
Standby  Equity  Distribution  Agreement  effective  May 10, 2005,  (the "Equity
Agreement")  which  replaced a similar  agreement  dated  August  27,  2004 with
Cornell Capital Partners, L.P. ("Cornell")

         The Equity  Agreement  provides for Cornell to commit to purchase up to
an aggregate of  $5,000,000  of the common stock of the  Registrant,  subject to
certain volume limitations and other conditions,  as requested from time to time
by the  Registrant as its equity capital needs arise during the two-year term of
the Equity Agreement.

         Upon  written  notice  from the  Registrant,  Cornell is  committed  to
purchase  common stock of the Registrant at a purchase price equal to 97% of the
then current  market price.  Market price is defined to mean the lowest  closing
bid price for the common  stock  during a pricing  period  beginning on the date
following  the notice from the  Registrant  and ending on the fifth  consecutive
trading day thereafter.

         Unless the  Registrant  specifically  requests  Cornell to purchase its
common stock by written notification to Cornell, Cornell has no right to acquire
any  securities of the  Registrant and the Registrant has no obligation to offer
and sell its common stock to Cornell.

         In no event shall Cornell  purchase common stock of the Registrant that
would cause  Cornell and its  affiliates to own more than 9.9% of the then total
issued and outstanding shares of the common stock of the Registrant.

         The  Registrant  has engaged  Newbridge  Securities  Corporation as its
exclusive  placement  agent for its sale of common  stock to  Cornell  under the
terms of a Placement Agent Agreement.

         Convertible  Debentures.  The  Registrant  entered  into an Amended and
Restated  Securities Purchase Agreement effective May 10, 2005 (the "Agreement")
and other related  agreements with Cornell Capital  Partners,  L.P.  ("Cornell")
regarding  the issuance of a 5% secured  convertible  debenture in the principal
amount of $514,567 (U.S.) (the "Debenture").

         The Registrant  previously  executed and delivered a Security Agreement
to Cornell that provides Cornell with a security  interest in substantially  all
of the assets of the Registrant.

         The  Debenture  issued to Cornell  by the  Registrant  and the  accrued
interest  thereon are convertible into the common stock of the Registrant at any
time until  repayment  of the  Debenture at the price equal to $0.036 per share.
However,  in no event shall  Cornell  convert the  Debenture in such manner that
would cause Cornell and its  affiliates to  beneficially  own more than 4.99% of
the  then  total  issued  and  outstanding  shares  of the  common  stock of the
Registrant.

         The Registrant, at its option, has the right to redeem the Debenture in
whole or in part that was issued to Cornell with three days written  notice at a
20%  redemption  premium.  In this event,  the  Registrant  is required to issue
Cornell a  two-year  warrant  to  purchase  50,000  shares of its  common  stock
exercisable  on a cash basis at an exercise  price equal $0.043 per share,  with
piggyback rights.

Item 4.01   Change in Registrant's Certifying Accountant

         Beckstead  and  Watts,   LLP,  the  previous   independent   registered
accounting firm of Power  Technology,  Inc. (the "Company") for the fiscal years
ended January 31, 2003 and 2004,  resigned  from further  audit  services to the
Company  because the firm has been the auditor of the  Registrant  for more than
five years, as required by the Sarbanes-Oxley Act of 2002, as amended.

         During the fiscal years ended January 31, 2003 and 2004,  the financial
statements of the Company did not contain any adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to any uncertainty, audit scope,
or accounting  principles,  except that the reports of Beckstead and Watts,  LLP
for such fiscal years indicated  conditions which raised substantial doubt about
the Company's ability to continue as a going concern.

         For the two fiscal  years  ended  January  31,  2003 and 2004,  and the
subsequent  interim periods ended October 31, 2004,  there were no disagreements
between the Company and  Beckstead  and Watts,  LLP on any matter of  accounting
principles or practice,  financial  statement  disclosure,  or auditing scope or
practices which if not resolved to the  satisfaction of Beckstead and Watts, LLP
would have caused  Beckstead  and Watts,  LLP to make  reference  to the subject
matter of the disagreement in connection with its reports.

         Effective  January  31,  2005,  Malone & Bailey,  PC.,  located at 2925
Briarpark,  Suite 930, Houston, TX 77042 was engaged by the Company to audit the
consolidated  financial  statements  of the  Company  for its fiscal  year ended
January 31, 2005, and the related  statements of income,  stockholders'  equity,
and cash flows for the year then ending. During the two most recent fiscal years
or any subsequent interim period, the new independent registered accounting firm
had not  previously  been  engaged as either  the  principal  accountant  of the
Company to audit its financial statements or of any significant subsidiary,  nor
has the Company consulted with the firm regarding any accounting issue, auditing
or  financial  reporting  issue  regarding  such  financial  statements  or  any
reportable event prior to March 31, 2005.

Section 9.  Financial Statements and Exhibits

         (a)      Financial statements of business acquired: Not applicable

         (b)      Pro forma financial statements: Not applicable

         (c)      Exhibits:
                  ---------

         10.1     Standby Equity Distribution Agreement with Cornell Capital
                  Partners, L.P. dated May 10, 2005.

         10.2     Registration Rights Agreement with Cornell Capital Partners,
                  L.P. dated May 10, 2005.
10.3     Escrow Agreement with Cornell Capital Partners, L.P. dated May
                  10, 2005.

         10.4     Placement Agent Agreement with Cornell Capital Partners, L.P.
                  dated May 10, 2005.

         10.5     Amended and Restated 5% Secured Convertible Debenture dated
                  May 10, 2005 and due on November 19, 2006.

         10.6     Termination Agreement regarding previous agreements with
                  Cornell Capital Partners, L.P.

         10.7     Amendment to Registration Rights Agreement.

         16       Accountants letter from Beckstead and Watts, LLP.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

May 10, 2005                                Power Technology, Inc.

                                            By: s/Bernard J. Walter
                                                ----------------------------
                                                Bernard J. Walter, President