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 5, 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 N Post Oak Lane, Suite 422
                              Houston, TX  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 1.02 Termination of a Material Definitive Agreement

         Standby  Equity  Distribution  Agreement.   The  Registrant  previously
entered into a Standby Equity Distribution  Agreement effective August 27, 2004,
within Cornell Capital Partners, L.P. (the "Equity Agreement").

         The Equity  Agreement  provided 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.

         Effective May 5, 2005,  the Registrant  and Cornell  Capital  Partners,
L.P. terminated the Equity Agreement for mutual business reasons. The Registrant
has withdrawn its Form SB-2  registration  statement  previously  filed with the
Securities  and Exchange  Commission  covering the shares to be issued under the
Equity Agreement.

Section 9.  Financial Statements and Exhibits

         None

                                   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 5, 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": "05805024"}, "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 5, 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 N Post Oak Lane, Suite 422
                              Houston, TX  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 1.02 Termination of a Material Definitive Agreement

         Standby  Equity  Distribution  Agreement.   The  Registrant  previously
entered into a Standby Equity Distribution  Agreement effective August 27, 2004,
within Cornell Capital Partners, L.P. (the "Equity Agreement").

         The Equity  Agreement  provided 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.

         Effective May 5, 2005,  the Registrant  and Cornell  Capital  Partners,
L.P. terminated the Equity Agreement for mutual business reasons. The Registrant
has withdrawn its Form SB-2  registration  statement  previously  filed with the
Securities  and Exchange  Commission  covering the shares to be issued under the
Equity Agreement.

Section 9.  Financial Statements and Exhibits

         None

                                   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 5, 2005                                Power Technology, Inc.

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