As filed with the Securities and Exchange
Commission on January 30, 2001                            Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          Canada                                      Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                     Suite 708-A, 1111 West Hastings Street
                           Vancouver, British Columbia
                                 Canada V6E 2J3
                     Address of Principal Executive Offices



           iQ Power Technology Inc. 1998 Stock Option Plan, as amended
                            (Full title of the plan)

                            Evergreen Corporate Services, Inc.
                                  31635 36th Avenue S.W.
                            Federal Way, Washington 98023-2105
                         (Name and address of agent for service)
                                      (253) 838-4427
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to        Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered           Price Per Share              Offering Price        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                          <C>                        <C>
Common Shares subject to
outstanding options               16,000 shares            US$ 1.50(2)                    US$24,000              US$6.00

Common Shares not subject to
outstanding options               30,000 shares            US$0.72(3)                     US$21,600              US$5.40

Total                             46,000 shares(4)                                        US$45,600              US$11.40
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(2)  Based on the average  exercise price of options  granted under the iQ Power
     Technology  Inc. 1998 Stock Option Plan, as amended,  outstanding as of the
     date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common shares on January 23, 2001, as
     quoted on the NASD  Over-The-Counter  Bulletin Board Market,  which was US$
     0.72 per share.
(4)  An  additional  1,918,000  common  shares (after giving effect to a two and
     one-half share for one share reverse-split  effective as of April 10, 2000)
     to be issued upon conversion of options granted under the Registrant's 1998
     Stock Option  Plan,  as amended,  were  previously  registered  pursuant to
     Registration  Statement No.  333-84453 filed on August 4, 1999, for which a
     filing fee of approximately $1,682 was paid
================================================================================


<PAGE>

This  registration  statement on Form S-8 registers  common shares,  without par
value, of iQ Power Technology Inc. (the "Registrant") previously issued or to be
issued pursuant to the exercise of options granted under the  Registrant's  1998
Stock Option Plan, as amended.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The Registrant's latest annual report on Form 10-KSB filed on August 3,
1999, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's latest
annual report incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  registration  statement on Form 8-A filed with the  Securities and
Exchange Commission on May 21, 1999, including any amendment or report filed for
the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

Gregory A.  Sasges,  a director and  shareholder  of the  Registrant,  is also a
principal in the law firm of Werbes  Sasges & Company,  the  Registrant's  legal
counsel.  Werbes Sasges & Company has rendered an opinion in connection with the
filing of this registration statement.

Item 6.  Indemnification of Directors and Officers.

The  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporations  Act (the "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director or officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is  made a  party  by  reason  of his  office,  if he met  certain  specified
standards  of conduct  and shall also  indemnify  any such  person in such other
circumstances as the CBCA or law permits or requires.

Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or officer  or a person who acts or acted at the  Registrant's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the  Registrant,  and, in the case of a criminal or  administrative
action or  proceeding  that is enforced by a monetary  penalty,  had  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.



                                      II-1
<PAGE>

The  Registrant is  considering  obtaining  Director's  and Officer's  Liability
Insurance for its directors,  but it does not currently maintain  Director's and
Officer's Liability Insurance.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit
Number         Exhibit
------         -------
 4.1**         The iQ Power  Technology 1998 Stock Option Plan  (incorporated by
               reference  to  Exhibit  6.31  to  the  Registrant's  registration
               statement on Form SB-1 (No. 333-68649)).

 4.2**         Amendment  No. 1 to iQ Power  Technology  1998 Stock  Option Plan
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               registration statement on Form S-8 (No. 333-84453)).

 4.3           Amendment No. 2 to iQ Power Technology 1998 Stock Option Plan

 5.1           Opinion of Werbes Sasges & Company

23.1           Consent of Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft

23.2           Consent of Werbes Sasges & Company (Included in Exhibit 5.1)

24.1           Power of Attorney (See page II-5 of this registration statement)

---------------
** Previously filed


Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (iii) To 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.



                                      II-2
<PAGE>

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 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 the 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  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 the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.









                                      II-3
<PAGE>

                                   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  Unterhaching,  Germany,  on this  29th day of
January, 2001.

                                    IQ POWER TECHNOLOGY INC.


                                    By: /s/ Peter E. Braun
                                        ----------------------------------------
                                        Peter E. Braun, President
















                                      II-4
<PAGE>

                                POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes and appoints Peter
Braun and Russ French, or any of them, his  attorney-in-fact,  with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration  statement,  and to file the same, with exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all that  said  attorneys-in-fact,  or their
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

     Signature                 Title                            Date
     ---------                 -----                            ----

/c/ Peter E. Braun
-------------------------      President, Chief Executive       January 29, 2001
Peter E. Braun                 Officer and Director
                               (Principal Executive Officer
                               and Principal Financial Officer
                               and Accounting Officer)

/s/ Dr. Gunther C. Bauer
-------------------------      Vice-President, Research &       January 29, 2001
Dr. Gunther C. Bauer           Development and Director


/s/ Russel French
-------------------------      Director                         January 29, 2001
Russel French


/s/ Hans Ambos
-------------------------      Director                         January 29, 2001
Hans Ambos


/s/ Gregory A. Sasges
-------------------------      Director                         January 29, 2001
Gregory A. Sasges


/s/ John Lawson
-------------------------      Director                         January 25, 2001
John Lawson


/s/ Richard Marshall
-------------------------      Authorized U.S. Representative   January 29, 2001
Richard Marshall




                                      II-5
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number         Exhibit
------         -------

 4.1**         The iQ Power  Technology 1998 Stock Option Plan  (incorporated by
               reference  to  Exhibit  6.31  to  the  Registrant's  registration
               statement on Form SB-1 (No. 333-68649)).

 4.2**         Amendment  No. 1 to iQ Power  Technology  1998 Stock  Option Plan
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               registration statement on Form S-8 (No. 333-84453)).

 4.3           Amendment No. 2 to iQ Power Technology 1998 Stock Option Plan

 5.1           Opinion of Werbes Sasges & Company

23.1           Consent of Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft

23.2           Consent of Werbes Sasges & Company (Included in Exhibit 5.1)

24.1           Power of Attorney (See page II-5 of this registration statement)
---------------

** Previously filed
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{"company-data": {"conformed-name": "IQ POWER TECHNOLOGY INC", "cik": "0001072667", "assigned-sic": "3690", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54580", "film-number": "1518681"}, "business-address": {"street1": "SUITE 708-A", "street2": "11 WEST HASTINGS STREET, V6E 2J3", "city": "VANCOUVER, BC", "phone": "6046693132"}, "mail-address": {"street1": "SUITE 708-A, 111 WEST HASTINGS STREET", "street2": "VANCOUVER, BC V6E 2J3"}}
As filed with the Securities and Exchange
Commission on January 30, 2001                            Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          Canada                                      Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                     Suite 708-A, 1111 West Hastings Street
                           Vancouver, British Columbia
                                 Canada V6E 2J3
                     Address of Principal Executive Offices

           iQ Power Technology Inc. 1998 Stock Option Plan, as amended
                            (Full title of the plan)

                            Evergreen Corporate Services, Inc.
                                  31635 36th Avenue S.W.
                            Federal Way, Washington 98023-2105
                         (Name and address of agent for service)
                                      (253) 838-4427
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to        Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered           Price Per Share              Offering Price        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to
outstanding options               16,000 shares            US$ 1.50(2)                    US$24,000              US$6.00

Common Shares not subject to
outstanding options               30,000 shares            US$0.72(3)                     US$21,600              US$5.40

Total                             46,000 shares(4)                                        US$45,600              US$11.40
------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(2)  Based on the average  exercise price of options  granted under the iQ Power
     Technology  Inc. 1998 Stock Option Plan, as amended,  outstanding as of the
     date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common shares on January 23, 2001, as
     quoted on the NASD  Over-The-Counter  Bulletin Board Market,  which was US$
     0.72 per share.
(4)  An  additional  1,918,000  common  shares (after giving effect to a two and
     one-half share for one share reverse-split  effective as of April 10, 2000)
     to be issued upon conversion of options granted under the Registrant's 1998
     Stock Option  Plan,  as amended,  were  previously  registered  pursuant to
     Registration  Statement No.  333-84453 filed on August 4, 1999, for which a
     filing fee of approximately $1,682 was paid
================================================================================
This  registration  statement on Form S-8 registers  common shares,  without par
value, of iQ Power Technology Inc. (the "Registrant") previously issued or to be
issued pursuant to the exercise of options granted under the  Registrant's  1998
Stock Option Plan, as amended.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The Registrant's latest annual report on Form 10-KSB filed on August 3,
1999, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's latest
annual report incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  registration  statement on Form 8-A filed with the  Securities and
Exchange Commission on May 21, 1999, including any amendment or report filed for
the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

Gregory A.  Sasges,  a director and  shareholder  of the  Registrant,  is also a
principal in the law firm of Werbes  Sasges & Company,  the  Registrant's  legal
counsel.  Werbes Sasges & Company has rendered an opinion in connection with the
filing of this registration statement.

Item 6.  Indemnification of Directors and Officers.

The  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporations  Act (the "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director or officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is  made a  party  by  reason  of his  office,  if he met  certain  specified
standards  of conduct  and shall also  indemnify  any such  person in such other
circumstances as the CBCA or law permits or requires.

Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or officer  or a person who acts or acted at the  Registrant's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the  Registrant,  and, in the case of a criminal or  administrative
action or  proceeding  that is enforced by a monetary  penalty,  had  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.

                                      II-1
The  Registrant is  considering  obtaining  Director's  and Officer's  Liability
Insurance for its directors,  but it does not currently maintain  Director's and
Officer's Liability Insurance.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit
Number         Exhibit
------         -------
 4.1**         The iQ Power  Technology 1998 Stock Option Plan  (incorporated by
               reference  to  Exhibit  6.31  to  the  Registrant's  registration
               statement on Form SB-1 (No. 333-68649)).

 4.2**         Amendment  No. 1 to iQ Power  Technology  1998 Stock  Option Plan
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               registration statement on Form S-8 (No. 333-84453)).

 4.3           Amendment No. 2 to iQ Power Technology 1998 Stock Option Plan

 5.1           Opinion of Werbes Sasges & Company

23.1           Consent of Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft

23.2           Consent of Werbes Sasges & Company (Included in Exhibit 5.1)

24.1           Power of Attorney (See page II-5 of this registration statement)

---------------
** Previously filed

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (iii) To 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.

                                      II-2
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 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 the 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  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 the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-3
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  Unterhaching,  Germany,  on this  29th day of
January, 2001.

                                    IQ POWER TECHNOLOGY INC.

                                    By: /s/ Peter E. Braun
                                        ----------------------------------------
                                        Peter E. Braun, President

                                      II-4
POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes and appoints Peter
Braun and Russ French, or any of them, his  attorney-in-fact,  with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration  statement,  and to file the same, with exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all that  said  attorneys-in-fact,  or their
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

     Signature                 Title                            Date
     ---------                 -----                            ----

/c/ Peter E. Braun
-------------------------      President, Chief Executive       January 29, 2001
Peter E. Braun                 Officer and Director
                               (Principal Executive Officer
                               and Principal Financial Officer
                               and Accounting Officer)

/s/ Dr. Gunther C. Bauer
-------------------------      Vice-President, Research &       January 29, 2001
Dr. Gunther C. Bauer           Development and Director

/s/ Russel French
-------------------------      Director                         January 29, 2001
Russel French

/s/ Hans Ambos
-------------------------      Director                         January 29, 2001
Hans Ambos

/s/ Gregory A. Sasges
-------------------------      Director                         January 29, 2001
Gregory A. Sasges

/s/ John Lawson
-------------------------      Director                         January 25, 2001
John Lawson

/s/ Richard Marshall
-------------------------      Authorized U.S. Representative   January 29, 2001
Richard Marshall

                                      II-5
EXHIBIT INDEX

Exhibit
Number         Exhibit
------         -------

 4.1**         The iQ Power  Technology 1998 Stock Option Plan  (incorporated by
               reference  to  Exhibit  6.31  to  the  Registrant's  registration
               statement on Form SB-1 (No. 333-68649)).

 4.2**         Amendment  No. 1 to iQ Power  Technology  1998 Stock  Option Plan
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               registration statement on Form S-8 (No. 333-84453)).

 4.3           Amendment No. 2 to iQ Power Technology 1998 Stock Option Plan

 5.1           Opinion of Werbes Sasges & Company

23.1           Consent of Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft

23.2           Consent of Werbes Sasges & Company (Included in Exhibit 5.1)

24.1           Power of Attorney (See page II-5 of this registration statement)
---------------

** Previously filed