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

                                December 30, 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

      To obtain funding for its ongoing operations, Power Technology, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Agreement") with
Cornell Capital Partners, L.P. ("Cornell"), made effective December 22, 2005 and
closed on December 30, 2005, for the sale of $1,630,580 in redeemable secured
convertible debentures (the "Debentures") and stock purchase warrants (the
"Warrants") to buy 20,904,875 shares of our Common Stock.

      Cornell purchased $1,630,580 of Debentures and received Warrants to
purchase 20,904,875 shares of the Company's common stock. Provided that all of
the conditions in the Securities Purchase Agreement are satisfied, Cornell is
obligated to promptly provide the Company with $550,000, less certain fees and
expenses, and with an additional $550,000 within two business days before the
filing date of a registration statement registering shares of the Company's
Common Stock underlying the Debentures and Warrants. The Company had previously
received $500,000 from Cornell from previous convertible debentures which are
included in this new financing.

      The Debentures bear interest at 10%, per annum mature three years from the
date of issuance, and are convertible into our common stock, at Cornell's option
at a price equal to the lesser of one hundred twenty percent (120%) of the
closing bid price of the Company's Common Stock on December 22, 2005 (the "Fixed
Conversion Price"), or eighty percent (80%) of the lowest closing bid price of
the Common Stock during the five trading days immediately preceding the
conversion rate as quoted by Bloomberg, LP.

      The Company may prepay the Debentures upon a three day written notice if
no event of default exists and, there are a sufficient number of shares
available for conversion of the Debentures provided that the closing bid price
is less than the Fixed Conversion Price ($.0932) at the time of the Redemption
Notice. The full principal amount of the Debentures is due upon default under
the terms of Debentures. In addition, we have granted Cornell a security
interest in substantially all of the assets and intellectual property of the
Company, as well as registration rights.

      The Warrants are exercisable until five years from the date of issuance at
a purchase price of $0.078 per share. In addition, the exercise price of the
Warrants will be adjusted in the event we issue common stock at a price below
market.

      Cornell has contractually agreed to restrict its ability to convert the
Debentures and exercise the Warrants and receive shares of our common stock such
that the number of shares of the Company's common stock held by Cornell and its
affiliates after such conversion or exercise does not exceed 4.99% of the
Company's then issued and outstanding shares of common stock.

      In connection with the foregoing financing, the Company entered into a
Registration Rights Agreement with Cornell, which requires the Company to file a
registration statement covering the resale of the shares of common stock
underlying the Debentures and Warrants. Pursuant to the Registration Rights
Agreement, the Company is required to file the registration statement by
February 2, 2006, and to use its best efforts to obtain effectiveness of such
registration statement as soon as practicable. In the event that the
registration statement is not filed by February 2, 2006, or declared effective
within 120 days of the date of issuance, the Company is required to pay a
penalty equal to 2% of the liquidated value of the Debentures for each month
that the filing or effectiveness of the registration statement is delayed that
is payable in cash or in shares of the common stock of the Company at the option
of Cornell.
<PAGE>

      In connection with the sale of $1,630,580 in Debentures described in Item
1.01 herein, the Standby Equity Distribution Agreement of May 10, 2005 between
Cornell Capital Partners, L.P. and the Company and the Registration Rights
Agreement of May 10, 2005 between Cornell Capital Partners, L.P. were cancelled.

Item 1.02  Termination of a Material Definitive Agreement

      In connection with the sale of $1,630,580 in Debentures described in Item
1.01 herein, the previous convertible debentures issued to Cornell in the
aggregate amount of $500,000 were cancelled and the principal amount and accrued
interest has been included in the Debentures described in Item 1.01.

Item 2.03  Creation   of  a  Direct  Financial   Obligation  or  an   Obligation
           Under  an  Off-Balance  Sheet Arrangement of a Registrant

      The sale of the Debentures described in Item 1.01 was made effective
December 22, 2005 with respect to $1,630,580 of the Debentures. As of the date
hereof, the Company is obligated on $1,630,580 in face amount of Debentures
issued to Cornell. The Debentures are a debt obligation arising other than in
the ordinary course of business which constitutes a direct financial obligation
of the Company.

Item 3.02   Unregistered Sales of Equity Securities

      The Debentures and Warrants described in Item 1.01 were offered and sold
to Cornell in a private placement transaction made in reliance upon an exemption
from registration pursuant to Section 4(2) under the Securities Act of 1933.
Cornell is an accredited investor as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933.

Section 7   Regulation FD Disclosure

Item 7.01   Regulation FD Disclosure

      The Company intends to issue a press release regarding the closing of the
sale of the Debentures to Cornell described in Item 1.01 herein substantially in
the form of a press release filed as Exhibit 10.9 to this Form 8-K.

Section 9.  Financial Statements and Exhibits
<PAGE>

      (a)   Financial statements of business acquired: Not applicable

      (b)   Pro forma financial statements: Not applicable

      (c)   Exhibits:

      10.1  Securities Purchase Agreement with Cornell Capital Partners, L.P.
            dated December 22, 2005.

      10.2  Registration Rights Agreement with Cornell Capital Partners, L.P.
            dated December 22, 2005.

      10.3  Escrow Agreement with Cornell Capital Partners, L.P. dated December
            22, 2005.

      10.4  Secured Convertible Debenture in the principal amount of $550,000
            dated December 22, 2005 and due on December 22, 2009.

      10.5  Secured Convertible Debenture in the principal amount of $530,580.22
            dated December 22, 2005 and due on December 22, 2009.

      10.6  Warrant to purchase 20,904,875 shares of Common Stock dated December
            22, 2005.

      10.7  Security Agreement dated December 22, 2005.

      10.8  Irrevocable Transfer Agent Instructions.

      10.9  Form of press release

                                   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.


December 30, 2005                   Power Technology, Inc.


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

                                December 30, 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

      To obtain funding for its ongoing operations, Power Technology, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Agreement") with
Cornell Capital Partners, L.P. ("Cornell"), made effective December 22, 2005 and
closed on December 30, 2005, for the sale of $1,630,580 in redeemable secured
convertible debentures (the "Debentures") and stock purchase warrants (the
"Warrants") to buy 20,904,875 shares of our Common Stock.

      Cornell purchased $1,630,580 of Debentures and received Warrants to
purchase 20,904,875 shares of the Company's common stock. Provided that all of
the conditions in the Securities Purchase Agreement are satisfied, Cornell is
obligated to promptly provide the Company with $550,000, less certain fees and
expenses, and with an additional $550,000 within two business days before the
filing date of a registration statement registering shares of the Company's
Common Stock underlying the Debentures and Warrants. The Company had previously
received $500,000 from Cornell from previous convertible debentures which are
included in this new financing.

      The Debentures bear interest at 10%, per annum mature three years from the
date of issuance, and are convertible into our common stock, at Cornell's option
at a price equal to the lesser of one hundred twenty percent (120%) of the
closing bid price of the Company's Common Stock on December 22, 2005 (the "Fixed
Conversion Price"), or eighty percent (80%) of the lowest closing bid price of
the Common Stock during the five trading days immediately preceding the
conversion rate as quoted by Bloomberg, LP.

      The Company may prepay the Debentures upon a three day written notice if
no event of default exists and, there are a sufficient number of shares
available for conversion of the Debentures provided that the closing bid price
is less than the Fixed Conversion Price ($.0932) at the time of the Redemption
Notice. The full principal amount of the Debentures is due upon default under
the terms of Debentures. In addition, we have granted Cornell a security
interest in substantially all of the assets and intellectual property of the
Company, as well as registration rights.

      The Warrants are exercisable until five years from the date of issuance at
a purchase price of $0.078 per share. In addition, the exercise price of the
Warrants will be adjusted in the event we issue common stock at a price below
market.

      Cornell has contractually agreed to restrict its ability to convert the
Debentures and exercise the Warrants and receive shares of our common stock such
that the number of shares of the Company's common stock held by Cornell and its
affiliates after such conversion or exercise does not exceed 4.99% of the
Company's then issued and outstanding shares of common stock.

      In connection with the foregoing financing, the Company entered into a
Registration Rights Agreement with Cornell, which requires the Company to file a
registration statement covering the resale of the shares of common stock
underlying the Debentures and Warrants. Pursuant to the Registration Rights
Agreement, the Company is required to file the registration statement by
February 2, 2006, and to use its best efforts to obtain effectiveness of such
registration statement as soon as practicable. In the event that the
registration statement is not filed by February 2, 2006, or declared effective
within 120 days of the date of issuance, the Company is required to pay a
penalty equal to 2% of the liquidated value of the Debentures for each month
that the filing or effectiveness of the registration statement is delayed that
is payable in cash or in shares of the common stock of the Company at the option
of Cornell.
In connection with the sale of $1,630,580 in Debentures described in Item
1.01 herein, the Standby Equity Distribution Agreement of May 10, 2005 between
Cornell Capital Partners, L.P. and the Company and the Registration Rights
Agreement of May 10, 2005 between Cornell Capital Partners, L.P. were cancelled.

Item 1.02  Termination of a Material Definitive Agreement

      In connection with the sale of $1,630,580 in Debentures described in Item
1.01 herein, the previous convertible debentures issued to Cornell in the
aggregate amount of $500,000 were cancelled and the principal amount and accrued
interest has been included in the Debentures described in Item 1.01.

Item 2.03  Creation   of  a  Direct  Financial   Obligation  or  an   Obligation
           Under  an  Off-Balance  Sheet Arrangement of a Registrant

      The sale of the Debentures described in Item 1.01 was made effective
December 22, 2005 with respect to $1,630,580 of the Debentures. As of the date
hereof, the Company is obligated on $1,630,580 in face amount of Debentures
issued to Cornell. The Debentures are a debt obligation arising other than in
the ordinary course of business which constitutes a direct financial obligation
of the Company.

Item 3.02   Unregistered Sales of Equity Securities

      The Debentures and Warrants described in Item 1.01 were offered and sold
to Cornell in a private placement transaction made in reliance upon an exemption
from registration pursuant to Section 4(2) under the Securities Act of 1933.
Cornell is an accredited investor as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933.

Section 7   Regulation FD Disclosure

Item 7.01   Regulation FD Disclosure

      The Company intends to issue a press release regarding the closing of the
sale of the Debentures to Cornell described in Item 1.01 herein substantially in
the form of a press release filed as Exhibit 10.9 to this Form 8-K.

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  Securities Purchase Agreement with Cornell Capital Partners, L.P.
            dated December 22, 2005.

      10.2  Registration Rights Agreement with Cornell Capital Partners, L.P.
            dated December 22, 2005.

      10.3  Escrow Agreement with Cornell Capital Partners, L.P. dated December
            22, 2005.

      10.4  Secured Convertible Debenture in the principal amount of $550,000
            dated December 22, 2005 and due on December 22, 2009.

      10.5  Secured Convertible Debenture in the principal amount of $530,580.22
            dated December 22, 2005 and due on December 22, 2009.

      10.6  Warrant to purchase 20,904,875 shares of Common Stock dated December
            22, 2005.

      10.7  Security Agreement dated December 22, 2005.

      10.8  Irrevocable Transfer Agent Instructions.

      10.9  Form of press release

                                   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.

December 30, 2005                   Power Technology, Inc.

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