United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

        |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended July 31, 2004

             |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

        For the transition period from ______________ to ________________

                         Commission File Number: 0-24857

                             POWER TECHNOLOGY, INC.
                     (Exact name of small business issuer 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)

                                  713.612.4310
                           ---------------------------
                           (Issuer's telephone number)

               15 Ocean View Road, Lions Bay, B.C. VON 2E0, Canada
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes|_| No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 108,689,186 shares.

Transitional Small Business Disclosure Format (check one): Yes|_| No |X|


<PAGE>

                             POWER TECHNOLOGY, INC.
                                      INDEX

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

         Consolidated Balance Sheet as of July 31, 2004 (unaudited).......F-1

         Consolidated Statements of Operations for the three
         months and six months ended July 31, 2004, and 2003 (unaudited)..F-2

         Consolidated Statements of Cash Flows for the six
         months ended July 31, 2004, and 2003 (unaudited).................F-3

         Notes to the Consolidated Financial Statements...................F-4

Item 2. Management's Discussion and Analysis or Plan of Operations........3

Item 3. Controls and Procedures ..........................................6

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.................................................6

Item 2. Changes in Securities.............................................6

Item 3. Defaults on Senior Securities.....................................7

Item 4. Submission of Matters to a Vote of Security Holders...............7

Item 5. Other Information.................................................7

Item 6. Exhibits and Reports on Form 8-K..................................7

Signatures................................................................8


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
                             Power Technology, Inc.
                          (a Development Stage Company)
                           Consolidated Balance Sheet
                                   (Unaudited)


                                                                      July 31,
                                                                        2004
                                                                   ------------
Assets
Current assets:
    Cash and equivalents                                           $      5,945
      Total current assets                                                5,945

Fixed assets, net                                                         2,923

Other assets:
    Patents                                                              78,500
                                                                   ------------
                                                                   $     87,368
                                                                   ============

Liabilities and Stockholders' (Deficit)

Current liabilities:
    Accounts payable                                               $    228,699
    Short-term notes payable                                             62,516
    Loans payable                                                        49,000
    Loans payable - related party                                            --
                                                                   ------------
      Total current liabilities                                         340,215
                                                                   ------------

Long-term debt                                                          150,000
                                                                   ------------

                                                                        490,215
                                                                   ------------

Stockholders' (deficit):
    Preferred stock, $0.01 par value, 1,000,000 shares
      authorized, none issued or outstanding                                 --
    Common stock, $0.001 par value, 750,000,000 shares
      authorized, 99,839,628 shares issued and outstanding               99,840
    Additional paid-in capital                                       10,161,110
    (Deficit) accumulated during development stage                  (10,663,797)
                                                                   ------------
                                                                       (402,847)
                                                                   ------------

                                                                   $     87,368
                                                                   ============

   The accompanying notes are an integral part of these financial statements.

                                     F-1
<PAGE>

                             Power Technology, Inc.
                          (a Development Stage Company)
                      Consolidated Statement of Operations
            for the three and six months ended July 31, 2004 and 2003
          and for the period June 3, 1996 (inception) to July 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                    June 3, 1996
                                                      For the three months ended      For the six months ended     (inception) to
                                                                 July 31,                       July 31,               July 31,
                                                     -----------------------------  -----------------------------
                                                              2004            2003            2004          2003         2004
                                                      ------------    ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
Consulting Revenue                                    $         --    $         --    $         --    $         --    $     26,663
                                                      ------------    ------------    ------------    ------------    ------------
Expenses:
   General administrative expenses                         188,689           5,035         228,784          20,027       2,927,345
   Research & development - related party                   24,366              --          24,366              --       1,374,449
   Consulting fees                                         150,000              --         150,000              --         150,000
   Stock-based executive compensation and
   reimbursed expenses                                     621,254              --         621,254              --         621,254
   Stock-based consulting fees                             174,200         156,500         331,100         156,500         487,600
   Stock-based consulting fees - related party                  --           2,500          22,500          97,700       4,687,522
   Stock-based patent litigation fees                      152,000              --         152,000              --         152,000
   Loss from impairment of related party advances               --              --              --              --         127,000
   Depreciation and amortization                             1,040           1,040           2,080           2,080          22,997
                                                      ------------    ------------    ------------    ------------    ------------
                                                         1,311,549         165,075       1,532,084         276,307      10,550,167

Other income (expense):
   Interest expense - related party                        (51,956)             (7)        (58,214)             (7)       (139,155)
   Interest income                                              --               1              --               2             779
   Loss on foreign currency                                     --              --              --              --          (1,916)
                                                      ------------    ------------    ------------    ------------    ------------

Net (loss)                                            $ (1,363,506)   $   (165,081)   $ (1,590,299)   $   (276,312)   $(10,663,797)
                                                      ============    ============    ============    ============    ============

Weighted average number of
   common shares outstanding - basic and fully diluted  74,532,058      45,520,738      73,632,058      38,884,738
                                                      ============    ============    ============    ============

Net (loss) per share - basic and fully diluted        $      (0.02)   $      (0.00)   $      (0.02)   $      (0.01)
                                                      ============    ============    ============    ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        F-2
<PAGE>

                             Power Technology, Inc.
                          (a Development Stage Company)
                      Consolidated Statements of Cash Flows
                 for the six months ended July 31, 2004 and 2003
          and for the period June 3, 1996 (inception) to July 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           For the six months ended       June 3, 1996
                                                                                 July 31,                  (inception)
                                                                      --------------------------------     to July 31,
                                                                               2004             2003          2004
                                                                     --------------   --------------   --------------
<S>                                                                  <C>              <C>              <C>
Cash flows from operating activities
Net (loss)                                                           $   (1,590,299)  $     (276,312)  $  (10,663,797)
Adjustments to reconcile net (loss) to net cash
   (used) by operating activities:
   Depreciation expense                                                       2,080            2,080           22,997
   Loss from impairment of related party advances                                --               --          127,000
   Stock issued for executive compensation and reimbursed expenses          621,254               --          621,254
   Stock issued for consulting services                                     331,100          156,500          487,600
   Stock issued for consulting services - related party                      22,500           97,700        4,687,522
   Stock issued for patent litigation legal fees                            152,000               --          152,000
   Stock issued for interest expense                                         51,956               --          112,079
   Stock issued to acquire patents                                               --               --          (20,000)
   Increase (decrease) in accounts payable                                  170,426              137          228,699
                                                                     --------------   --------------   --------------
Net cash (used) by operating activities                                    (238,982)         (19,895)      (4,244,645)
                                                                     --------------   --------------   --------------

Cash flows from investing activities
   Purchase of equipment                                                         --               --          (21,667)
   Patent acquisition                                                            --               --          (58,500)
                                                                     --------------   --------------   --------------
Net cash provided by investing activities                                        --               --          (80,167)
                                                                     --------------   --------------   --------------

Cash flows from financing activities
   Proceeds from short-term notes payable                                    62,516               --           62,516
   Proceeds from loans                                                           --           13,500          780,086
   Proceeds (payments) on loans - related party                              32,198          (13,500)         185,667
   Proceeds from convertible debentures                                          --               --          175,010
   Non-cash long-term debt                                                  150,000               --          150,000
   Issuance of common stock                                                      --           20,000        2,977,478
                                                                     --------------   --------------   --------------
Net cash provided by financing activities                                   244,714           20,000        4,330,757
                                                                     --------------   --------------   --------------
Net increase (decrease) in cash                                               5,732              105            5,945

Cash and equivalents - beginning                                                213              153               --
                                                                     --------------   --------------   --------------
Cash and equivalents - ending                                        $        5,945   $          258   $        5,945
                                                                     ==============   ==============   ==============

Supplemental disclosures:
   Interest paid                                                     $           --   $           --   $           --
                                                                     ==============   ==============   ==============
   Income taxes paid                                                 $           --   $           --   $           --
                                                                     ==============   ==============   ==============
   Non-cash investing and financing activities:
     Number of shares issued for consulting services                     10,350,000        4,872,000       27,515,250
                                                                     ==============   ==============   ==============
     Number of shares issued for executive compensation,
       note payable, and interest expense to related party               23,285,483               --       23,285,483
                                                                     ==============   ==============   ==============
     Number of shares issued for executive compensation                   7,500,000               --        7,500,000
                                                                     ==============   ==============   ==============
     Number of shares issued for note payable and interest expense        4,479,657               --        4,479,657
                                                                     ==============   ==============   ==============
     Number of shares issued for patent legal fees                        5,000,000               --        5,000,000
                                                                     ==============   ==============   ==============
     Number of shares issued for debt conversion                                 --       10,000,000       12,377,958
                                                                     ==============   ==============   ==============
     Number of shares issued for interest expense                                --               --          171,780
                                                                     ==============   ==============   ==============
     Number of shares issued to acquire patents                                  --               --          200,000
                                                                     ==============   ==============   ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        F-3
<PAGE>

                             POWER TECHNOLOGY, INC.
                          (A Development Stage Company)
                                      Notes

NOTE 1 - Basis of Presentation and Ability to Continue as a Going Concern

The consolidated  interim  financial  statements  included herein,  presented in
accordance  with United States  generally  accepted  accounting  principles  and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
consolidated  interim  financial  statements  be read in  conjunction  with  the
financial  statements  of the  Company  for the year ended  January 31, 2004 and
notes  thereto  included in the  Company's  10-KSB  annual  report.  The Company
follows the same accounting policies in the preparation of interim reports.

Results of  operations  for the  interim  periods are not  indicative  of annual
results.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern which  contemplates the  recoverability
of assets and the  satisfaction of liabilities in the normal course of business.
As noted above, the Company is in the development  stage and,  accordingly,  has
not yet generated revenues from operations. Since its inception, the Company has
been engaged  substantially  in financing  activities and developing its product
line,  incurring  substantial  costs  and  expenses.  As a result,  the  Company
incurred  net losses of  $10,663,797  during the period June 3, 1996 to July 31,
2004. In addition,  the Company's  development  activities  since inception have
been financially sustained by debt and capital contributions from its affiliates
and others.

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  raise  additional  capital  from  the  sale of  common  stock  and,
ultimately,  the achievement of significant operating revenues. The accompanying
financial  statements  do not  include  any  adjustments  that might be required
should the  Company be unable to recover  the value of its assets or satisfy its
liabilities.

NOTE 2 - Fixed Assets

Depreciation expense for the three months ended July 31, 2004 is $2,080.

NOTE 3 - Short-term Notes Payable

On May 21, 2004,  the Company  obtained a $100,000 line of credit from a private
entity.  The Promissory  Note bears interest at 18% per annum and is due in full
on December 31, 2004. The Company had drawn down $62,516 at July 31, 2004.

NOTE 4 - Long-term debt

The Company  executed a consulting  agreement  with SeaWay  Trading,  Inc. for a
period of 2 years,  effective April19, 2004. The contract is valued at $300,000.
The Company  issued  5,000,000  shares of the Company's  $0.001 par value common
stock and in  satisfaction of $150,000 of this obligation and owes an additional
$150,000  pursuant to this  agreement,  which at the  Company's  option,  may be
satisfied by the issuance of an  additional  5,000,000  shares of the  Company's
$0.001 par value common stock .

                                       F-4
<PAGE>

                             POWER TECHNOLOGY, INC.
                          (A Development Stage Company)
                                      Notes

NOTE 5 - Related Party Transactions

On May 11, 2004,  the  Company's  Board of  Directors  ratified and approved the
following:

1)    All loans and advances to the Company during the fiscal year ended January
      31,  2004 from Lee A.  Balak,  a director  and  Company  president,  to be
      evidenced by a  promissory  note to be dated  December  31,  2003,  in the
      amount of $65,423 with interest at the rate of 8% and due upon demand.
2)    That the officers of the Company are  authorized  and directed to issue to
      Lee A. Balak 4,037,485 restricted shares of the Company's $0.001 par value
      common stock as payment for the  promissory  note in the amount of $65,423
      plus interest of $5,233.
3)    That the  officers  of the  Company  are  directed  to issue Lee A.  Balak
      10,676,570  restricted  shares of the  Company's  $0.001 par value  common
      stock as payment for previous loans to the Company in the principal amount
      of $173,000 plus interest of $13,840.
4)    All loans and advances to the Company during fiscal year ended January 31,
      2004 from Global  Alliance  Partners Ltd., to be evidenced by a promissory
      note  to be  dated  December  31,  2003,  in the  amount  of  $78,394  and
      non-interest bearing.
5)    That the officers of the Company are  authorized  and directed to issue to
      Global Alliance  Partners Ltd.  4,479,657  restricted shares of $0.001 par
      value  common  stock as payment for the  promissory  note in the amount of
      $78,394.
6)    That the  officers of the  Company  are  directed to issue to Lee A. Balak
      8,571,428 restricted shares of the Company's $0.001 par value common stock
      in payment of his annual  salary for fiscal year ended January 31, 2004 in
      the amount of $150,000.

NOTE 6 - Stockholders' Equity

During the six  months  ended  July 31,  2004,  the  Company  issued  10,350,000
restricted  shares of its $0.001 par value common  stock to various  individuals
and entities for consulting services valued at $331,100.

During the six months ended July 31, 2004, the Company issued  23,285,483 shares
of its $0.001 par value  common  stock to Mr. Lee  Balak,  its former  CEO,  for
executive  compensation and for loans made to and advances made on behalf of the
Company, plus interest expenses.

During  the six  months  ended  July 31,  2004,  the  Company  issued  7,500,000
restricted  shares of its $0.001 par value common stock to Mr.  Bernard  Walter,
its newly-appointed CEO, for executive compensation valued at $195,000.

During the six months ended July 31, 2004, the Company issued  4,479,657  shares
of its $0.001  par value  common  stock to Global  Alliance  Partners  for notes
payable totaling $79,108 and interest expense totaling $32,883.

During the six months ended July 31, 2004, the Company issued  5,000,000  shares
of its $0.001 par value  common  stock to its patent  litigation  attorneys  for
legal fees totaling $152,000.

NOTE 7 - Commitments

Consulting  agreements
On April 15,  2004,  the Company  entered  into a  consulting  contract  with an
individual to provide  general  business  strategic  consulting  and  management
advisory services. The Company agreed to pay the sum of $5,000 per month in cash
or equity for a period of 12 months.  The Company also agreed to issue  warrants
for the right to purchase up to  5,000,000  shares of the  Company's  $0.001 par
value common stock exercisable at $0.01 per share. The warrants expire April 15,
2006. As of July 31, 2004, the Company issued 3,250,000 shares of its $0.001 par
value common stock pursuant to the terms of the consulting contract.

                                       F-5
<PAGE>

                             POWER TECHNOLOGY, INC.
                          (A Development Stage Company)
                                      Notes

On  May 4,  2004,  the  Company  entered  into a  consulting  contract  with  an
individual to provide marketing and operation development services in Russia. As
of July 31, 2004,  the Company issued  1,100,000  shares of its $0.001 par value
common stock valued at $40,700 pursuant to the terms of the consulting contract.

On June 30, 2004,  the Company  entered into a consulting  contract with Mr. Lee
Balak, former CEO of the Company, wherein Mr. Balak resigned his position as CEO
of  the  Company,  and is  retained  as a  consultant  to  provide  information,
evaluation and  consulting  services to the Company for  consideration  totaling
$5,000 cash per month for a period of six months.

Employment  agreement On July 1, 2004,  the Company  entered into an  employment
agreement  with Mr.  Bernard  J.  Walter to retain  Mr.  Walter as its CEO.  The
Company agreed to pay Mr. Walter $90,000 (Base Salary) per year through December
31, 2004, increase his pay to $120,000 per year from January 1, 2005 to December
31, 2005, and increase his pay to $180,000 per year plus annual  increases of no
less than 5% of the Base Salary  thereafter.  The Company also issued Mr. Walter
7,500,000  shares of its  restricted  $0.001 par value  common  stock  valued at
$195,000 on July 8, 2004 pursuant to the employment agreement.

NOTE 8 - Options and Warrants

Stock option plan
On  August  1,  2004,  the  Company's  Board of  Directors  adopted  the  "Power
Technology,  Inc.  2004-B Stock Option,  SAR and Stock Bonus Plan" (the "Plan").
The terms of the Plan  allow for the  issuance  of up to  20,000,000  options to
purchase  20,000,000  shares of the Company's  $0.001 par value common stock. No
Plan options have been issued as of July 31, 2004.

The Company had 16,990,000  warrants issued and outstanding as of July 31, 2004.
The warrants are  exercisable on a 1-for-1 basis into  16,990,000  shares of the
Company's $0.001 par value common stock.

NOTE 9 - Subsequent Events

Entry into a Material Definitive Agreement

Convertible Debentures.

The Company entered into a Securities  Purchase  Agreement  effective August 27,
2004 (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 $500,000  (U.S.) (the  "Debenture").  The
Agreement  provides that $250,000 shall be funded by Cornell within five days of
the date of the Agreement and that $250,000  shall be funded within five days of
the filing of a  registration  statement  with the U.S.  Securities and Exchange
Commission covering the conversion of the Debenture into the common stock of the
Company  pursuant  to  the  requirements  of  an  Investor  Registration  Rights
Agreement with Cornell.

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

The Debenture  issued to Cornell by the Company and the accrued interest thereon
are convertible into the common stock of the Company at any time until repayment
of the Debenture at the price per share equal to the lesser of:

      a.    an amount equal to 120% of the closing bid price of the common stock
            as listed on its principal  market,  as quoted by Bloomberg L.P., as
            of the closing date; or

      b.    an amount equal to 100% of the average of the three  lowest  closing
            bid prices of the common stock,  as quoted by Bloomberg,  L.P.,  for
            the 30 trading days immediately preceding the conversion date.

                                         F-6
<PAGE>

                             POWER TECHNOLOGY, INC.
                          (A Development Stage Company)
                                      Notes

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 Company.

The Company, 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 the redemption
price equal to 120% of the amount redeemed plus accrued interest. In this event,
the Company is required to issue Cornell a warrant to purchase  50,000 shares of
its common stock  exercisable on a cash basis at an exercise price equal to 120%
of the closing bid price of the common stock of the Company on the closing date.

Standby Equity Distribution Agreement

The Company also entered into a Standby Equity Distribution  Agreement effective
August 27, 2004,  with Cornell (the "Equity  Agreement").  The Equity  Agreement
provides for Cornell to commit to purchase up to an aggregate of  $5,000,000  of
the common stock of the Company, subject to certain volume limitations and other
conditions,  as requested from time to time by the Company as its equity capital
needs arise during the two-year term of the Equity Agreement.

Upon written  notice from the Company,  Cornell is committed to purchase  common
stock of the Company 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 Company  and ending on the fifth  consecutive  trading day  thereafter.
Unless the Company specifically requests Cornell to purchase its common stock by
written notification to Cornell,  Cornell has no right to acquire any securities
of the Company and the  Company has no  obligation  to offer and sell its common
stock to Cornell.

In no event shall Cornell  purchase common stock of the Company 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 Company.

The Company has issued 8,849,558 share of its restricted common stock to Cornell
as a commitment fee in connection with the Agreement and related agreements.

The  Company 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.

                                       F-7
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations

General

      Power  Technology,  Inc.  (the  "Company"),  a  Nevada  corporation,   was
incorporated on June 3, 1996. The Company is a research and development company.
It is presently engaged in research and development  activities  regarding:  (1)
batteries  for the  automotive  and  electric  car  industries,  (2)  electronic
sensors, and (3) pipeline connection technology.

Six Months ended July 31, 2004 compared with Six Months ended July 31, 2003

      The following table (unaudited) sets forth certain  operating  information
regarding the Company:

--------------------------------------------------------------------------------
                                                      Six Months Ended July 31,
                                                      -------------------------
                                                           2004           2003
                                                     -----------    -----------
--------------------------------------------------------------------------------

Revenues ........................................   $         0    $         0
--------------------------------------------------------------------------------

General and administrative expenses .............   $   186,689    $    20,027
--------------------------------------------------------------------------------

Research and development ........................   $    24,366    $         0
--------------------------------------------------------------------------------

Stock-based consulting fees .....................   $   150,000    $         0
--------------------------------------------------------------------------------
Stock-based executive compensation and ..........   $   621,254    $         0
reimbursement of expenses advanced on behalf of
Company
--------------------------------------------------------------------------------

Stock-based Consulting fees - related party .....   $    22,500    $    97,700
--------------------------------------------------------------------------------

Stock-based patent litigation legal fees ........   $   152,000    $         0
--------------------------------------------------------------------------------

Net income (loss) ...............................   $(1,590,299)   $  (276,312)
--------------------------------------------------------------------------------

Net income (loss) per share .....................   $     (0.02)   $     (0.01)
--------------------------------------------------------------------------------

      Revenues.  The Company had no revenues during the first six months of 2004
and 2003, and is in the development stage.

      General and Administrative  Expenses.  General and administrative expenses
increased  approximately 930% to $186,689 in the six month period ended July 31,
2004,  from  $20,027 in 2003.  This  increase is  principally  attributable  to:
increased  year end audit fees;  legal fees for filing  patent  applications  in
India, Canada,  United States,  Australia,  Korea, Japan, China and The European
Regional Patent office;  patent litigation  expenses;  and additional SEC filing
expenses.

      Research and Development  Costs.  Research and development  costs expenses
were $24,366 during the six months period ended July 31, 2004.

      Consulting Fees. Consulting fees incurred in the operations of the Company
increased to $150,000  during the six month period ended July 31, 2004, from $ 0
during the six month  period of 2003 as a result of  payment to Seaway  Trading,
Inc. for services rendered and to be rendered pursuant to a two year contract.

      Stock-based Executive Compensation and Reimbursed Expenses.  Executives of
the Company  received  shares of common  stock of the Company in lieu of accrued
salary and repayment of expenses incurred on behalf of the Company, which shares
were valued at $621,254  during the six months ended July 31, 2004,  compared to
$20,027 during the first six month period of 2003.


                                       3
<PAGE>

      Stock-based  Consulting Fees - Related Party.  The Company paid Stephen A.
Zrenda,  Esq.,  a  shareholder  of the  Company,  shares of common  stock of the
Company valued at $22,500 for legal services to the Company, compared to $97,700
paid as stock based  consulting fees to various related parties during the first
six month period of 2003.

      Stock-based  Patent  Litigation Legal Fees. The Company paid attorneys for
the Company  shares of common stock of the Company  valued at $152,000 for their
fees involving the patent dispute  litigation filed by the Company regarding its
battery  technology.  No shares of common stock were issued to attorneys  during
the first six month period for 2003.

      Results  of  Operations.   The  net  loss  of  the  Company  increased  to
$(1,590,299) during the six month period ended July 31, 2004, as compared with a
loss of $(276,312)  during the same period of 2003, an increase of approximately
576%,  which was due primarily to increased year end audit fees;  legal fees for
filing patent applications in India, Canada,  United States,  Australia,  Korea,
Japan,  China  and  The  European  Regional  Patent  office;  patent  litigation
expenses;  additional SEC filing expenses;  additional  research and development
expenses;  additional  consulting  fees;  the  market  value  of the  shares  of
Company's $0.001 par value common stock issued to pay Lee A. Balak's fiscal year
2003 salary during fiscal year 2004; the market value of the shares of Company's
$0.001  par value  common  stock  issued to Bernard J.  Walter  pursuant  to his
employment  contract;  the market  value of the shares of  Company's  $0.001 par
value  common  stock  issued  to the  Company's  patent  litigation  counsel  to
prosecute the civil action  described in Legal  Proceedings,  Item 1 of Part II,
below.

Three Months ended July 31, 2004 compared with Three Months ended July 31, 2003

      The following table (unaudited) sets forth certain  operating  information
regarding the Company:

--------------------------------------------------------------------------------
                                                    Three Months Ended July 31,
                                                    ---------------------------

                                                           2004           2003
                                                    -----------    -----------
--------------------------------------------------------------------------------

Revenues ........................................   $         0    $         0

--------------------------------------------------------------------------------

General and administrative expenses .............   $   186,689    $     5,035
--------------------------------------------------------------------------------

Research and development ........................   $    24,366    $         0
--------------------------------------------------------------------------------

Consulting fees .................................   $   150,000    $   156,500
--------------------------------------------------------------------------------

Stock-based executive compensation and ..........   $   621,254    $         0
reimbursement of expenses advanced on behalf of
Company
--------------------------------------------------------------------------------

Stock-based consulting fees .....................   $   174,200    $   156,500
--------------------------------------------------------------------------------

Stock-based consulting fees-related party .......   $         0    $     2,500

--------------------------------------------------------------------------------

Stock-based patent litigation legal fees ........   $   152,000    $         0
--------------------------------------------------------------------------------

Consulting Fees - related party .................   $         0    $     2,500
--------------------------------------------------------------------------------

Net income (loss) ...............................   $(1,363,506)   $  (165,081)
--------------------------------------------------------------------------------

Net income (loss) per share .....................   $     (0.02)   $     (0.00)
--------------------------------------------------------------------------------


                                       4
<PAGE>

      Revenues.  The Company had no revenues  during the three months ended July
31, 2004 and 2003, and is in the development stage.

      General and Administrative  Expenses.  General and administrative expenses
increased  approximately  3707% to $186,689 in the three month period ended July
31, 2004 from $5,035 in 2003.  This  increase is  principally  attributable  to:
legal fees for filing  patent  applications  in India,  Canada,  United  States,
Australia,  Korea, Japan, China and The European Regional Patent office;  patent
litigation  expenses;   additional  SEC  filing  expenses;  additional  research
expenses; and additional consulting fees.

      Research  and  Development  Costs.  Research  and  development  costs were
Research and  development  costs  expenses  were $24,366  during the three month
periods ended July 31, 2004 and $ 0 during the three month period ended July 31,
2003.

      Consulting Fees. Consulting fees incurred in the operations of the Company
increased to $150,000 during the three month period ended July 31, 2004 from $ 0
during the three month period ended July 31, 2003.

      Stock-based  Executive  Compensation and Reimbursed Expenses. . Executives
of the Company received shares of common stock of the Company in lieu of accrued
salary and repayment of expenses  incurred on behalf of the Company,  which were
valued at $621,254  during the six months ended July 31,  2004,  compared to $ 0
during the first six month period of 2003.

      Stock-based  Consulting Fees - Related Party. The Company issued no shares
of common stock of the Company for consulting services to the Company by related
parties during the six months ended July 31, 2004, compared to $2,500 during the
first six month period ended July 31, 2003.

      Stock-based  Patent  Litigation  Legal  Fees.  The  Company  did not issue
attorneys  for the Company  any shares of common  stock of the Company for their
fees involving the patent dispute  litigation filed by the Company regarding its
battery  technology.  No shares of common stock were issued to attorneys  during
three month period ended July 31, 2003.

      Results  of  Operations.   The  net  loss  of  the  Company  increased  to
$(1,363,506) during the three month period ended July 31, 2004, as compared with
a loss of $(165,081)  during the same period of 2003, which was due primarily to
legal fees for filing  patent  applications  in India,  Canada,  United  States,
Australia,  Korea, Japan, China and The European Regional Patent office;  patent
litigation  expenses;  additional SEC filing expenses;  additional  research and
development expenses; additional consulting fees; the market value of the shares
of Company's  $0.001 par value common stock issued to pay Lee A. Balak's  fiscal
year 2003  salary  during  fiscal year 2004;  the market  value of the shares of
Company's  $0.001 par value common stock issued to Bernard J. Walter pursuant to
his employment contract;  the market value of the shares of Company's $0.001 par
value  common  stock  issued  to the  Company's  patent  litigation  counsel  to
prosecute the civil action  described in Legal  Proceedings,  Item 1 of Part II,
below.

      Cash Flows. The following summary table (unaudited)  presents  comparative
cash flows of the Company for the periods indicated.

--------------------------------------------------------------------------------
                                                     Six Months Ended July 31,
                                                     -------------------------
                                                         2004         2003
                                                    ---------    ---------
--------------------------------------------------------------------------------

Net cash used in operating activities ...........   $(238,982)   $ (19,895)
--------------------------------------------------------------------------------

Net cash used in investing activities ...........   $       0    $       0
--------------------------------------------------------------------------------

Net cash provided by financing activities .......   $   5,732    $     105
--------------------------------------------------------------------------------


                                       5
<PAGE>

      Accounting principles require the Company to include in the $(238,982) net
cash used in operations for the second quarter, the $150,000.00  consulting fees
due in the future to SeaWay  Trading,  Inc. This amount is also contained on the
Balance sheet listed as a liability - long term debt.

      Liquidity and Capital  Resources.  The Company's  capital  resources  have
historically  been  provided by the sale of its Common  Stock,  the  exercise of
warrants and options, and by short term loans.

      At July 31,  2004,  the Company  had current  assets of $5,945 and current
liabilities of $308,307, resulting in a working capital deficit of $302,362.

      Net cash used in operating  activities increased to $(238,982) for the six
months ended July 31,  2004,  from  $(19,895)  for the six months ended July 31,
2003,  a  difference  of  $(219,087).  The  1200%  increase  in net cash used in
operating  activities  was  primarily  attributable  to the  inclusion  in  this
category, as required by accounting  principles,  of the $150,000.00  consulting
fees due in the future to SeaWay Trading,  Inc., as well as increased legal fees
for filing patent  applications  in India,  Canada,  United  States,  Australia,
Korea,  Japan, China and The European Regional Patent office;  patent litigation
expenses; and additional SEC filing expenses.

      Going  Concern.  Because  of lack of  revenues  and the  negative  working
capital of the Company, the Notes to the financial statements (Note 1) expresses
the issue of whether or not the  Company  has the ability to continue as a going
concern.

Item 3. Controls and Procedures

      The Company's  Chief  Executive  Officer,  President  and chief  financial
officer/principal  accounting  officer,  Bernard J Walter,  is  responsible  for
establishing and maintaining disclosure controls and procedures for the Company.
Such officer has  concluded  (based upon his  evaluation  of these  controls and
procedures  as of a date within 90 days of the filing of this  report)  that the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required  to  be  disclosed  by  the  Company  in  this  report  is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure. Mr. Balak also has indicated that there were no significant
changes  in  the  Company's  internal  controls  or  other  factors  that  could
significantly affect such controls subsequent to the date of his evaluation, and
there were no corrective  actions with regard to  significant  deficiencies  and
material weaknesses.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      The Company  filed a civil action  against Mr.  Alvin A. Snaper,  a former
director  and  officer of the  Company,  and  against  Neo-Dyne  Research,  Inc.
("Neo-Dyne"),  his research and development  company,  based upon allegations of
breach  of  fiduciary  relationship  and  breach of  contract,  and  seeking  an
injunction,  declaratory relief and the turnover of Company property. Mr. Snaper
and  Neo-Dyne  filed an answer and  asserted  counterclaims  alleging  fraud and
misrepresentation,   breach  of  contract,  and  intentional  interference  with
prospective  economic  advantage,  and  seeking an  injunction  and  declaratory
relief.  The  litigation  involves  the  ownership  and  rights  to the  battery
technology  and patent  rights of the Company.  Because the  principal  business
operations of the Company has involved  research and  development of its battery
technology,  the rights to continue  its  research  and  development  activities
regarding  batteries  and its rights to license  and market such  technology  is
significantly  important to the Company and its future business operations.  The
litigation is in the discovery stage and it is not reasonably  possible to fully
evaluate and predict the outcome of such litigation.

Item 2. Changes in Securities


                                       6
<PAGE>

      The following  sets forth a description  of all sales and issuances of the
Company's  securities during the period covered by this report.  With respect to
each issuance,  the Company relied upon one or more exemptions from registration
requirements  under the  Securities Act of 1933,  including  Section 4(2) of the
Securities Act of 1933.

      During the six months ended July 31, 2004, the Company  issued  10,350,000
shares of its $0.001 par value common stock to various  individuals and entities
for consulting  services valued at $331,100 in reliance upon Section 4(2) of the
Securities Act of 1933.

      During the six months ended July 31, 2004, the Company  issued  23,285,483
restricted shares of its common stock to Mr. Lee A. Balak, its former President,
for executive compensation valued at $426,254,  notes payable totaling $136,810,
and interest  expense  totaling  $19,073,  in reliance  upon Section 4(2) of the
Securities Act of 1933.

      During the six months ended July 31, 2004,  the Company  issued  7,500,000
restricted  shares of its  common  stock to Mr.  Bernard  J.  Walter,  its newly
appointed President,  for executive  compensation valued at $195,000 in reliance
upon Section 4(2) of the Securities Act of 1933.

      During the six months ended July 31, 2004,  the Company  issued  4,475,657
shares  of its  common  stock to Global  Alliance  Partners  for  notes  payable
totaling  $79,108 and interest expense totaling $32,883 in reliance upon Section
4(2) of the Securities Act of 1933.

      During the six months ended July 31, 2004,  the Company  issued  5,000,000
shares of its common  stock to  attorneys  for legal fees  totaling  $152,000 in
reliance upon Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      None.

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits:

            31.1 Certification of Bernard J. Walter

            32.1 Certification of Bernard J. Walter

      (b) Reports on Form 8-K:

      A Form 8-K current  report (Item 1 and Item 7) was filed by the Company on
July 13, 2004 regarding a change in the management of the Company.

      A Form  8-K  current  report  (Item  1.01)  was  filed by the  Company  on
September  2, 2004,  regarding  a  definitive  agreement  with  Cornell  Capital
Partners, L.P.


                                       7
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               Power Technology, Inc.

Date:    September 20, 2004    By: /s/ Bernard J. Walter
                                  ----------------------------------------------
                                  Bernard J. Walter, President, Chief Financial
                                  Officer, and Principal Accounting Officer


                                       8