EXHIBIT 31.1
                                  CERTIFICATION

      I, Bernard J. Walter, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Power  Technology,
      Inc. for the three month period ended July 31, 2004;

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    I am responsible for establishing and maintaining  disclosure controls and
      procedures  (as defined in Exchange  Act Rules  13a-14 and 15d-14) for the
      registrant and have:

            a) designed such  disclosure  controls and procedures to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to me by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls  and  procedures  as of a date  within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

            c)  presented  in this  quarterly  report my  conclusions  about the
            effectiveness of the disclosure  controls and procedures based on my
            evaluation as of the Evaluation Date;

5.    I have disclosed,  based on my most recent evaluation, to the registrant's
      auditors and the audit  committee of  registrant's  board of directors (or
      persons performing the equivalent functions):

            a) all  significant  deficiencies  in the  design  or  operation  of
            internal  controls  which could  adversely  affect the  registrant's
            ability to record, process,  summarize and report financial data and
            have   identified  for  the   registrant's   auditors  any  material
            weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    I have  indicated  in this  quarterly  report  whether  or not there  were
      significant  changes in internal  controls or in other  factors that could
      significantly  affect internal controls  subsequent to the date of my most
      recent  evaluation,  including  any  corrective  actions  with  regard  to
      significant deficiencies and material weaknesses.


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


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