UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB





x
            Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934; For the quarterly period ended: April 30,
                2006





o
            
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





Commission
      File Number: 0-24857





**POWER
      TECHNOLOGY, INC.**


(Exact
      name of registrant as specified in its charter)





Nevada
            
            88-0395816(State
                or other jurisdiction of
                incorporation or organization)
            
            (IRS
                EmployerIdentification
                No.)




109
      N.
      Post Oak Lane, Suite 422


Houston,
      Texas 77024


(Address
      of principal executive offices, including zip code)





(713)
      621-4310


(Registrant's
      telephone number, including area code)








Check
      whether the issuer: (i) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (ii) has been
      subject to such filing requirements for the past 90 days. Yes [X]  No
      [_]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12-b-2 of the Exchange Act). Yes [_] No [X]







**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. N/A







**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





On
      June
      15, 2006, there were 148,991,694 shares of common stock, $.01 par value,
      outstanding.





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








TABLE
      OF CONTENTS









PART
                  I
              FINANCIAL INFORMATIONItem
                  1.
              Financial
                  StatementsConsolidated
                  Balance Sheets as of April 30, 2006 (unaudited) and
                  January 31, 2006 (audited)
              F-1Consolidated
                  Statements of Operations for the three months ended
                  April 30, 2006 and 2005 (unaudited)
              F-2Consolidated
                  Statements of Cash Flows for the three months ended
                  April 30, 2006 and 2005 (unaudited)
              F-3Notes
                to Consolidated Financial Statements
              F-4Item
                  2.
              Management’s Discussion and Analysis or Plan
                of Operations
              1Item
                  3.
              Controls and Procedures
              17PART
                  II
              OTHER INFORMATIONItem
                  1.
              Legal Proceedings
              18Item
                  6.
              Exhibits
              18Signatures
              18





i




**PART
      I**  **FINANCIAL
      INFORMATION**


ITEM
      1.   FINANCIAL
      STATEMENTS.




**Power
        Technology, Inc.**
 **(a
        Development Stage Company)**
 **Consolidated
        Balance Sheets**
 **(Unaudited)**


April
                  30,
              
              January
                  31,2006
              
              2006AssetsCurrent
                  assets:Cash
                  and equivalents
              
              $
              639,386
              
              $
              180,583Prepaid
                  expenses
              
              
              -
              
              
              1,278Deposit
                  for equipment
              
              
              -
              
              
              9,470Total
                  current assets
              
              
              639,386
              
              
              191,331Fixed
                  assets, net of accumulated depreciation of$27,465
                  and $27,156
              
              
              132,157
              
              
              821Deferred
                  financing costs, net of accumulated amortizationof
                  $16,788 and $3,562
              
              
              103,212
              
              
              61,438Total
                  assets
              
              $
              874,755
              
              $
              253,590Liabilities
                  and Stockholders' (Deficit)Current
                  LiabilitiesAccounts
                  payable
              
              $
              268,496
              
              $
              120,770Short-term
                  debt
              
              
              49,000
              
              
              49,000Derivative
                  liability
              
              
              4,892,598
              
              
              -Total
                  current liabilities
              
              
              5,210,094
              
              
              169,770Non-current
                  liabilitiesConvertible
                  debentures net of discount
              
              
              491,329
              
              
              194,279Derivative
                  liability
              
              
              -
              
              
              2,441,900Total
                  non-current liabilities
              
              
              491,329
              
              
              2,636,179Total
                  liabilities
              
              
              5,701,423
              
              
              2,805,949Stockholders'
                  (deficit):Preferred
                  stock, $0.01 par value, 1,000,000 sharesauthorized,
                  none issued or outstanding
              
              
              -
              
              
              -Common
                  stock, $0.001 par value, 750,000,000 sharesauthorized,
                  141,562,412 shares issued and outstanding
              
              
              141,562
              
              
              135,495Additional
                  paid-in capital
              
              
              12,540,572
              
              
              12,082,640Other
                  comprehensive loss
              
              
              (1,072
              )
              
              (1,378
              )(Deficit)
                  accumulated during development stage
              
              
              (17,507,730
              )
              
              (14,769,116
              )Total
                  stockholders' (deficit)
              
              
              (4,826,668
              )
              
              (2,552,359
              )Total
                  liabilities and stockholders' (deficit)
              
              $
              874,755
              
              $
              253,590




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


F-1


**Power
      Technology, Inc.**


**(a
        Development Stage Company)**
 **Consolidated
        Statements of Operations**
 **For
        the three months ended April 30, 2006 and 2005 and for the period June 3,
        1996
        (inception) to April 30, 2006**
 **(Unaudited)**




June
                  3, 1996For
                  the three months ended
              
              (inception)
                  toApril
                  30, 2006
              
              April
                  30,2006
              
              2005
              
              2006Consulting
                  Revenue
              
              $
              -
              
              $
              -
              
              $
              26,663Expenses:General
                  administrative expenses
              
              
              140,285
              
              
              76,968
              
              
              3,527,615Research
                  & development-related party
              
              
              -
              
              
              -
              
              
              1,350,083Research
                  & development
              
              
              40,432
              
              
              5,774
              
              
              74,884Consulting
                  fee
              
              
              50,000
              
              
              -
              
              
              321,174Stock-based
                  executive compensation andreimbursed
                  expenses
              
              
              90,162
              
              
              9,000
              
              
              1,098,077Stock-based
                  consulting fees-related party
              
              
              172,000
              
              
              -
              
              
              1,554,027Stock-based
                  consulting fees-related party
              
              
              -
              
              
              108,050
              
              
              4,665,022Stock-based
                  legal fees
              
              
              -
              
              
              -
              
              
              20,250Stock-based
                  patent litigation fees
              
              
              -
              
              
              -
              
              
              152,000Loss
                  from impairment of related party advances
              
              
              -
              
              
              -
              
              
              127,000Depreciation
                  and amortization
              
              
              309
              
              
              2,146
              
              
              37,065Total
                  operating expense
              
              
              493,188
              
              
              201,938
              
              
              12,927,197Other
                  income (expenses)Interest
                  income
              
              
              2,948
              
              
              -
              
              
              3,742Interest
                  expense
              
              
              (103,996
              )
              
              -
              
              
              (852,439
              )Interest
                  expense-related party
              
              
              -
              
              
              (6,095
              )
              
              (22,006
              )Gain
                  (loss) on derivative liabilities
              
              
              (2,093,752
              )
              
              -
              
              
              (3,615,051
              )Financing
                  fees
              
              
              (50,626
              )
              
              (74,105
              )
              
              (50,626
              )Impairment
                  of long lived assets
              
              
              -
              
              
              -
              
              
              (68,900
              )Loss
                  on foreign currency
              
              
              -
              
              
              -
              
              
              (1,916
              )Total
                  other expense
              
              
              (2,245,426
              )
              
              (80,200
              )
              
              (4,607,196
              )Net
                  (loss)
              
              $
              (2,738,614
              )
              $
              (282,138
              )
              $
              (17,507,730
              )Other
                  comprehensive loss - foreign currency translation
              
              
              
              
              
              -
              
              
              (1,378
              )Comprehensive
                  loss
              
              $
              (2,738,614
              )
              $
              (282,138
              )
              $
              (17,509,108
              )Weighted
                  average number ofcommon
                  shares outstanding-basic and fully diluted
              
              
              135,042,862
              
              
              128,424,489Net
                  (loss) per share-basic and fully diluted
              
              $
              (0.02
              )
              $
              (0.00
              )




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


F-2


**Power
      Technology, Inc.**


**(a
        Development Stage Company)**
 **Consolidated
        Statements of Cash Flow**
 **For
        the three months ended April 30, 2006 and 2005 and for the period June 3,
        1996
        (inception) to April 30, 2006**
 **(Unaudited)**
  June
                    3, 1996For
                    the three months ended
                
                (inception)
                    toApril
                    30
                
                April
                    302006
                
                2005
                
                2006Cash
                    flows from operating activitiesNet
                    (loss)
                
                $
                (2,738,614
                )
                $
                (282,138
                )
                $
                (17,507,730
                )Adjustments
                    to reconcile net (loss) to net cash(used)
                    by operating activitiesDepreciation
                    and amortization expense
                
                
                309
                
                
                2,146
                
                
                33,305Impairment
                    of long lived assets
                
                
                -
                
                
                -
                
                
                73,700Loss
                    from impairment of related party advances
                
                
                -
                
                
                -
                
                
                127,000Amortization
                    of debt discount
                
                
                103,996
                
                
                59,840
                
                
                638,296Amortization
                    of deferred financing cost
                
                
                13,226
                
                
                -
                
                
                16,788Loss
                    on derivatives
                
                
                2,093,752
                
                
                -
                
                
                3,615,051Stock
                    issued for executive compensation and expense
                    reimbursement
                
                
                103,133
                
                
                -
                
                
                806,223Stock
                    issued for directors fees
                
                
                -
                
                
                -
                
                
                37,653Stock
                    issued for consulting services
                
                
                172,000
                
                
                127,315
                
                
                6,287,409Stock
                    issued for consulting services-related party
                
                
                -
                
                
                -
                
                
                212,530Stock
                    issued for legal fees-related party
                
                
                -
                
                
                -
                
                
                22,500Stock
                    issued for patent litigation legal fees
                
                
                -
                
                
                -
                
                
                152,000Stock
                    issued for interest expense
                
                
                -
                
                
                -
                
                
                60,123Stock
                    issued to acquire patents
                
                
                -
                
                
                -
                
                
                (20,000
                )Warrants
                    issued for consulting fees
                
                
                -
                
                
                -
                
                
                56,364Decrease
                    in prepaid expense
                
                
                1,278
                
                
                -
                
                
                -Decrease
                    in employee advance
                
                
                -
                
                
                -
                
                
                1,000Increase
                    (decrease) in accounts payable
                
                
                44,592
                
                
                29,466
                
                
                183,720Net
                    cash (used) by operating activity
                
                
                (206,328
                )
                
                (63,371
                )
                
                (5,204,068
                )Cash
                    flows from investing activitiesPurchase
                    of equipment
                
                
                (122,175
                )
                
                -
                
                
                (156,408
                )Patent
                    acquisition
                
                
                -
                
                
                -
                
                
                (58,500
                )Net
                    cash (used) by investing activities
                
                
                (122,175
                )
                
                -
                
                
                (214,908
                )Cash
                    flows from financing activitiesProceeds
                    from debt
                
                
                -
                
                
                -
                
                
                1,811,323Repayment
                    of debt
                
                
                -
                
                
                -
                
                
                (864,377
                )Proceeds
                    from convertible debentures
                
                
                550,000
                
                
                -
                
                
                1,850,010Payment
                    of deferred financing costs
                
                
                (55,000
                )
                
                -
                
                
                (120,000
                )Proceeds
                    from issuance of common stock
                
                
                292,000
                
                
                50,000
                
                
                3,382,478Net
                    cash provided by financing activities
                
                
                787,000
                
                
                50,000
                
                
                6,059,434Effect
                    of exchange rate changes on cash
                
                
                306
                
                
                -
                
                
                (1,072
                )Net
                    increase (decrease) in cash
                
                
                458,803
                
                
                (13,371
                )
                
                639,386Cash
                    and equivalents-beginning
                
                
                180,583
                
                
                44,961
                
                
                -Cash
                    and equivalents-ending
                
                $
                639,386
                
                $
                31,590
                
                $
                639,386Supplemental
                    disclosuresInterest
                    paid
                
                $
                -
                
                $
                -
                
                $
                73,193Income
                    taxes paid
                
                $
                -
                
                $
                -
                
                $
                -Non-cash
                    investing and financing activitiesDiscount
                    on debt from derivatives
                
                $
                301,946
                
                $
                -
                
                $
                1,222,547Value
                    of shares issued for note payable and interest expense
                
                $
                -
                
                $
                -
                
                $
                335,890Value
                    of shares issued for debt conversion
                
                $
                -
                
                $
                -
                
                $
                1,627,300Value
                    of shares issued to acquire patents
                
                $
                -
                
                $
                -
                
                $
                20,000
  The
        accompany notes are an integral part of these
        financial statements.
  F-3


**POWER
      TECHNOLOGY, INC.**


**(A
        Development Stage Company)**
 **Notes
        to** **Consolidated
        Financial Statements**
 **(Unaudited)**




**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, 2006 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 ($17,529,702) during the period June 3, 1996 (inception) to April
        30,
        2006. 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 - Convertible Debt**
 
 In
        July
        2004, Power Technology borrowed $49,000 from a third party. This loan is
        non-interest bearing and is due on demand.
 
 Convertible
        Debentures-
 
 The
        Convertible Debentures are convertible (“Conversion Feature”) into the common
        stock of Power Technology at any time until repayment of the Convertible
        Debentures 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
                  (the
                  “Optional Redemption Feature”); or
 
 b.
              an
                  amount equal to 100% of the average of the three lowest closing
                  bid prices
                  of the common stock for the 30 trading days immediately preceding
                  the
                  conversion date.
  However,
        in no event shall Cornell convert the Convertible Debentures in such manner
        that
        would cause Cornell to beneficially own more than 4.99% of the then total
        issued
        and outstanding shares of Power Technology's common stock.
 
 F-4
 **POWER
          TECHNOLOGY, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to** **Consolidated
            Financial Statements**
 **(Unaudited)**
  On
        December 22, 2005, a new Convertible Debenture (“CCP-4”), which was issued in
        the principal amount of $530,580. C CP-4
        has
        a due date of December 22, 2007, and bears interest at 10% per annum. If
        CCP-4
        is repaid under the Optional Redemption Feature, Power Technology must issue
        a
        warrant (the “Warrant Feature”) to Cornell to purchase 1,000,000 shares
        (formerly 50,000 shares for CCP-1 through CCP-3) of its common stock for
        each
        $100,000 redeemed, exercisable at 120% of the closing bid price of the common
        stock. CCP-4 is secured by substantially all of Power Technology's assets,
        is
        subject to a RRA, and includes default provisions.
 
 Also
        on
        December 22, 2005, Power Technology issued $500,000 of new Convertible
        Debentures due December 22, 2007 (“CCP-5”), bearing an annual interest rate of
        10%, and providing for the same Conversion Feature, Optional Redemption Feature,
        Warrant Feature, RRA, default and other provisions as under the terms of
        CCP-4.
 
 On
        February 21, 2006, Power Technology borrowed an additional $550,000 in
        Convertible Debentures due February 21, 2008 (“CCP-6). The debenture was part of
        the Securities Purchase Agreement with Cornell dated December 30,
        2005
 
 For
        each
        of CCP-4 and CCP-5, the Conversion Feature and Optional Redemption Feature
        were
        designated as embedded derivatives, and have been bundled together as a single
        compound embedded derivative liability. Power Technology utilized a layered
        discounted probability-weighted cash flow approach to determine the initial
        fair
        values of these Convertible Debentures at issuance date (December 22, 2005),
        which were as follows: CCP-4- $370,601 and CCP-5- $381,398. The fair value
        model
        comprises multiple probability-weighted scenarios under various assumptions
        reflecting the economics of CCP-4 and CCP-5, such as the risk-free interest
        rate, expected Company stock price and volatility, likelihood of conversion
        and/or redemption, and likelihood of default status and timely registration.
        At
        inception, the fair values of these single compound embedded derivatives
        were
        bifurcated from their respective debt host contracts and recorded as derivative
        liabilities, which resulted in a reduction of the initial notional carrying
        amount of the Convertible Debentures (as unamortized discount, which will
        be
        amortized over the two-year life of the notes under the effective interest
        method). For each of CCP-4 and CCP-5, the Warrant Feature has been designated
        as
        a freestanding derivative liability and has been fair valued utilizing the
        Black-Scholes method with a probability-weighted exercise price. At inception
        (December 22, 2005), the fair values of the Warrant Feature were as follows:
        CCP-4 - $641,478 and CCP-5 - $664,957.
 
 The
        assumptions used in both the layered discount probability-weighted cash flow
        approach for the compound single embedded derivatives within the Convertible
        Debentures and the Black-Scholes approach for the Warrant derivative liability
        comprised the following: risk-free interest rate of 4.4%, volatility of 100%,
        expected stock price average growth of 31.5%, no registration default, 2.5%
        default status, no assumption of alternative financing, expected Warrant
        term of
        5 years, dividend yield of zero percent, and a probability-weighted exercise
        price of $0.075.
 
 The
        Convertible Debentures (CCP-4, CCP-5 and CCP-6) balances at April 30, 2006
        as
        adjusted:
 CCP-4
                
                CCP-5
                
                CCP-6
                
                TotalConvertible
                    Debentures January 31, 2006
                
                $
                171,317
                
                $
                22,962
                
                $
                -
                
                $
                194,279Issuance
                    of debt
                
                
                
                
                
                
                
                
                550,000
                
                
                550,000Adjustment
                    for Single CompoundEmbedded
                    Derivative with the Convertible Debenture
                
                
                
                
                
                
                
                
                (356,946
                )
                
                (356,946
                )Amortization
                    of discount
                
                
                27,015
                
                
                52,745
                
                
                24,236
                
                
                103,996Convertible
                    Debentures April 30, 2006, as adjusted
                
                $
                198,332
                
                $
                75,707
                
                $
                217,290
                
                $
                491,329
 
  F-5
 **POWER
          TECHNOLOGY, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to** **Consolidated
            Financial Statements**
 **(Unaudited)**
 For
        the
        three months ended April 30, 2006, the amortization of unamortized discount
        on
        the Convertible Debentures (CCP-4, CCP-5 and CCP-6) was $103,996 which has
        been
        classified as interest expense in the accompanying consolidated statements
        of
        operations.
 
 The
        Compound Embedded Derivatives within Convertible Debentures (CCP-4, CCP-5
        and
        CCP-6) derivative liability reflects the following activity for the three
        months
        ended April 30, 2006:
 CCP-4
                
                CCP-5
                
                CCP-6
                
                TotalBalance
                    January 31, 2006
                
                $
                452,221
                
                $
                457,257
                
                
                
                
                $
                909,478Additions
                
                
                
                
                
                
                
                $
                356,946
                
                
                356,946Mark
                    to market for the three months ended April 30, 2006
                
                
                179,177
                
                
                197,251
                
                
                228,695
                
                
                605,123Balance
                    April 30, 2006
                
                
                631,398
                
                
                654,508
                
                
                585,641
                
                
                1,871,547
  The
        Derivative-Compound Embedded Derivatives within Warrants reflect the following
        activity for the three months ended April 30, 2006:
 CCP-4
                
                CCP-5
                
                TotalBalance
                    January 31, 2006
                
                $
                752,441
                
                $
                779,981
                
                $
                1,532,422Additions
                
                
                
                
                
                
                
                
                -Mark
                    to market for the three months ended April 30, 2006
                
                
                730,938
                
                
                757,691
                
                
                1,488,629Balance
                    April 30, 2006
                
                $
                1,483,379
                
                $
                1,537,672
                
                $
                3,021,051
 
 **NOTE
        3 - Stockholders' Equity**
 
 During
        the three months ended April 30, 2006, the Company issued 1,200,000 shares
        of
        common stock for services rendered with a value of $72,000
 
 During
        the three months ended April 30, 2006, a warrant holder exercised 1,500,000
        warrants for an aggregate price of $90,000.
 
 During
        the three months ended April 30, 2006, an option holder exercised 3,366,667
        options for an aggregate price of $202,000.
 
 At
        April
        30, 2006, the Company had a stock payable of $103,133, recorded for the accrual
        of 606,667 common shares to be issued to the Company’s president under his
        employment agreement.
 
 **NOTE
        4 -Warrants and Options**
 
 Warrants
 
 Warrants
        issued by the Company are valued on the date of grant using the Black-Scholes
        pricing model using certain assumptions.
 
 Activity
        of warrants during the three months ended April 30, 2006 and 2005 is as
        follows:
  F-6
 **POWER
          TECHNOLOGY, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to** **Consolidated
            Financial Statements**
 **(Unaudited)**
 2006
                
                2005Weighted
                
                
                
                WeightedAverage
                
                
                
                AverageWarrants
                
                Share
                    Price
                
                Warrants
                
                Share
                    PriceOutstanding
                    at beginning of period
                
                
                1,500,000
                
                $
                0.060
                
                
                -
                
                $
                -Granted
                
                
                20,094,875
                
                
                0.078
                
                
                -
                
                
                -Exercised
                
                
                (1,500,000
                )
                
                0.060
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at end of period
                
                
                20,094,875
                
                $
                0.078
                
                
                -
                
                $
                -
  Warrants
        outstanding and exercisable as of April 30, 2006:
 Outstanding
                
                ExercisableNumber
                    of
                
                Remaining
                
                Number
                    ofExercise
                    Price
                
                Shares
                
                Life
                    (years)
                
                Shares$
                    0.078
                
                
                20,094,875
                
                
                1.83
                
                
                20,094,875
 No
        warrants were granted to employees for the three months ended April 30, 2006
        and
        2005.
 
 Stock
        options
 
 The
        Company has 1,000,000 to an employee options outstanding at April 30, 2006
        with
        an average exercise price of $0.005. There are 100,000 of these options that
        are
        exercisable as of April 30, 2006.
 
 During
        the three months ended April 30, 2006, the Company issued 5,000,000 options
        to a
        consultant with an exercise price of $0.06 per share. The options expire
        on
        February 27, 2007. The Company used the Black-Scholes method to value these
        options with 100% volatility and 4% risk free borrowing. The Company recorded
        a
        $100,000 expense for these options.
 
 The
        consultant exercised 3,366,667 options at a price of $0.06 per option.
 
 **NOTE
        5 - Subsequent events**
 
 On
        May
        16, 2006, Power Technology’s wholly owned subsidiary, Sentry Power Technology,
        Inc. (“SPT”) acquired the assets of Sentry Power Systems, LLC (“Sentry”) for a
        total purchase price of $1,195,000 which was paid at closing by issuing
        6,075,949 shares of Power Technology common stock valued at $960,000 and
        by SPT
        assuming $235,000 in debt owed by Sentry to CSI Business Finance, Inc.
        (“CSI”).
 
 F-7




ITEM
        2.  MANAGEMENT’S
        DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 
 PLAN
        OF OPERATIONS
  The
        following discussion of the Company's financial condition and results of
        operations should be read in connection with the Company's consolidated
        financial statements and notes thereto appearing elsewhere in this report.
        This
        discussion contains statements reflecting the opinions of management as well
        as
        forward-looking statements regarding the market and the Company that involve
        risk and uncertainty. These statements relate to expectations and concern
        matters that are not historical facts. Works such as "believes", "expects",
        "anticipates" and similar expressions used throughout this document indicate
        that forward-looking statements are being made.
  Although
        management of the Company believes that the expectations and opinions reflected
        in its forward-looking statements are reasonable, these statements are not
        guarantees of future performance. They are subject to risks, uncertainties
        and
        other factors that could cause actual performance to differ materially from
        projected results. Risk factors are disclosed in our annual report on Form
        10-KSB, as amended.
  Power
        Technology, Inc., a Nevada corporation, was incorporated on June 3, 1996.
        We are
        in the development stage of designing and producing its batteries and other
        products. We are preparing to produce prototype versions of our battery to
        be
        built in a variety of sizes, amp hour capacities and configurations using
        methods that we anticipate will be practical for economically manufacturing
        batteries on a commercial scale. We have designed and are in the process
        of
        constructing a pilot plant capable of manufacturing our current collectors
        in
        commercial quantities for use in lead acid batteries. We have not commenced
        any
        commercial production or sales of our batteries or pipeline connection
        equipment. The business of our new wholly owned subsidiary, Sentry Power
        Technology, Inc. (“SPT”) includes the design and assembly of automatic battery
        backup power systems for commercial office space and residential new builder
        markets.
  Historically,
        we have used the sale of our common stock, capital contributions and loans
        from
        various stockholders to fund our operations. To date, we have not had adequate
        funds to commercially produce, market, and sell our batteries or pipeline
        connection equipment. There can be no assurances that we will be able to
        obtain
        a profitable level of operations.
  Because
        of the costs of development of our battery systems, the continuing costs
        of our
        battery prototype production and the anticipated costs relating to our pilot
        plant, unless we are able to sign a significant licensing agreement, we will
        incur a loss during our fiscal year ending January 31, 2007.
 
 We
        believe that our cash needs will be satisfied from existing funds for the
        next
        seven months. Additional debt or equity financing or licensing agreement
        proceeds will be required to accomplish our plan of operations during the
        next
        12 months. As a result, we intend to sell additional shares of our common
        stock
        to further capitalize our operations. We may also borrow from banks and others
        to the extent necessary to provide liquidity for our operations, although
        no
        arrangements for any additional borrowings have been made. There is no assurance
        that funds will be available from any of these sources, or, if available,
        upon
        terms and conditions acceptable to us.
 
 1
 We
        intend
        to continue our research and development activities in order to develop our
        batteries for commercial production. We expect to incur substantial capital
        costs designing and building a pilot plant capable of manufacturing our current
        collectors in commercial quantities for our batteries. We intend to manufacture
        prototype versions of our batteries and we expect to incur substantial costs
        in
        manufacturing prototype batteries.
 
 BATTERY
        PILOT PLANT
 
 We
        have
        designed and are in the process of constructing a pilot plant capable of
        manufacturing our current collectors in commercial quantities for use in
        lead
        acid batteries. The manufacturing process to create a current collector will
        include manufacturing the RVC plates, casting a top frame and tab and side
        frames on the individual RVC plates, depositing the lead tin alloy on the
        RVC
        plate by electroplating, applying battery paste onto the individual RVC foam
        plate, and curing them. Once this process has been completed, the individual
        plate is suitable for use as a current collector. We believe that the
        manufacturing process and machinery necessary for insertion of our current
        collector into a battery case and completing the manufacturing of our battery
        is
        substantially similar to existing processes, methods, and machinery commonly
        used in the manufacture of a typical lead acid battery.
 
 We
        are
        establishing a pilot plant facility in Vancouver, British Columbia, Canada.
        We
        have leased from Vizon Scitec Inc., approximately 1000 square feet of space
        located at BC Research Complex, 3650 Westbrook Mall, Vancouver,  British
        Columbia, Canada, for a minimum term of three months beginning May 1, 2006,
        at
        the rate of approximately $1,300 per month. Management has determined that
        we
        will need approximately 2,500 square feet of industrial space to house our
        pilot
        plant and that suitable space, properly equipped with necessary power, other
        utilities, and required environmental equipment is available in Vancouver
        at a
        cost of approximately $3,150 per month. We have engaged in discussions regarding
        potential property for a longer lease term and Management is confident of
        its
        ability to secure suitable space for our pilot plant as it becomes
        necessary.
 
 The
        purpose of the Pilot Plant is not to manufacture current collectors in
        commercial quantities for sale to battery manufacturers. The purpose of the
        Pilot Plant is to demonstrate to battery manufacturers the manufacturing
        process, machinery and procedure necessary to manufacture our proprietary
        RVC
        current collectors.
 
 Management
        has engaged in discussion, planning, and negotiations with an engineering
        firm,
        Destech Corp., which specializes in manufacturing RVC and other advanced
        materials. This firm has provided us with a written proposal to provide us
        with
        the equipment, materials, technology transfers and processes to manufacture
        RVC
        plates suitable for current collectors. Based on the engineering and design
        that
        has been performed and the written proposal provided, we estimate that the
        consulting costs, equipment, and materials to enable us to begin manufacturing
        RVC plates will be approximately $110,000. This system will manufacture RVC
        in
        billets in a batch process and the blocks of RVC will then be cut and sliced
        into the proper size for individual current collectors. The system is designed
        to permit production of 5000 RVC plates of 6 inches by 6 inches by 3 mm per
        month. We estimate it will take approximately three weeks before we are ready
        to
        manufacture the RVC in a batch process.
 
 2
 We
        have
        signed a Consulting Services Agreement with Richard R. McCormick, a former
        employee of an engineering firm, Destech Corp., which specializes in
        manufacturing RVC and other advanced materials. Mr. McCormick has fifteen
        years
        of experience in supervising the manufacture of RVC foam. Mr. McCormick has
        provided us with the specifications for all equipment, supplies, materials,
        chemicals, instruments, utilities and machinery that will be required for
        production of RVC. Mr. McCormick will provide us with a detailed written
        report
        and manufacturing procedures manual describing the process to be utilized
        to
        manufacture RVC that meets our specifications for current collectors. Mr.
        McCormick will be present at our facility in Vancouver, British Columbia,
        Canada
        to demonstrate in person to our Chief Technology officer, Joey Jung, and
        other
        personnel the proper manufacturing procedures for making RVC. Mr. McCormick
        will
        supervise the hands on practice of manufacturing RVC by our personnel. The
        technology transfer provided will include full disclosure to us of all pertinent
        information including procedures used and problems to be avoided, appropriate
        vendors for raw materials and equipment, outlines for further scale up as
        appropriate and an overview of the prior art of production of RVC foam, focusing
        on those processes that have actually proved to be efficient and workable.
        We
        have ordered the equipment, machinery and supplies necessary for the production
        of RVC. Substantially all of these items have been delivered to us and we
        anticipate that the final piece of equipment necessary to manufacture RVC,
        a
        furnace, will be delivered to us in June of 2006. We will manufacture RVC
        in
        billets in a batch process and the blocks of RVC will then be cut and sliced
        into the proper size for individual current collectors. The system is designed
        to permit production of 5000 RVC plates of 6 inches by 6 inches by 3 mm per
        month. The manufacturing process developed will be manual rather than automated
        but will be fully capable of scale up with additional manpower and additional
        equipment. Mr. McCormick will provide Company with the information required
        to
        scale up the process for automation.
 
 Wirtz
        Manufacturing Company, Inc., a company which specializes in designing and
        building equipment used to manufacture lead-acid batteries, has built us
        various
        prototype molds to cast the top lead frame and tab onto the uncoated RVC
        foam
        plates. Wirtz has completed the engineering and has machined a double panel
        casting mold designed to cast a lead top frame with lug and two side frames
        on
        uncoated RVC foam plates. Wirtz has tested this casting mold in June of 2006
        and
        has used it to successfully cast lead top frame with lug and two side frames
        on
        uncoated RVC foam plates. This casting mold was designed to be used in a
        conventional grid casting machine, which manufactures typical lead battery
        current collectors. The casting mold is designed for 6" x 6" current collectors.
        The configuration of the double panel casting mold is designed so that it
        will
        fit into conventional current collector pasting machines which cost
        approximately $50,000. Following testing of the mold additional engineering
        and
        design appears to be necessary to adapt the mold to a manufacturing machine
        so
        that the top frame, lug and side frames may be cast at high speed on individual
        RVC foam plates.
 
 We
        engaged in discussion, planning, and negotiations with Technic, Inc., an
        engineering and manufacturing firm which specializes in designing and
        manufacturing electroplating equipment. We entered into an agreement dated
        January 12, 2006, with Technic, Inc. for the purchase of machinery to apply
        lead
        tin plating to RVC plates for its battery systems. The lead tin plating system
        includes the necessary hoist with motorized trolley structural support steel
        with trolly track and electrical tag line, steel tanks with locating saddles
        and
        twin 60 inch air blow-off manifolds, rectifiers, and its accessories for
        the
        plating system. We also purchased air agitation blowers and air handling
        ducts
        for the system. The total price for lead tin system and air agitation equipment
        was $101,775. The manufacture of the plating system and air agitation equipment
        has been completed and they have been delivered to our facility in Vancouver,
        British Columbia. The plating system is a manual line capable of plating
        250
        current collectors per eight hour shift. Management believes the plating
        system
        will demonstrate that the electroplating of the current collectors can be
        performed efficiently. Technic, Inc. has provided us with designs and proposals
        to increase the system capacity by adding six additional plating stations,
        additional rectifiers, an automated hoist and a computer controlled,
        programmable, automation package that would increase the system capacity
        to
        plate approximately 1000 to 1200 current collectors per eight-hour shift.
        The
        price of automation package proposal is $278,000. By increasing the number
        of
        tanks and other equipment and machinery, the electroplating system's capacity
        could be further increased.
 
 3
 We
        have
        engaged in discussion, planning, and negotiations with two engineering and
        manufacturing firms which specialize in designing and manufacturing battery
        plate pasting equipment to design and construct equipment capable of applying
        battery paste on lead-tin coated RVC current collectors. Based on the
        engineering and design that has been performed, we estimate that that the
        battery pasting machine needed to apply battery paste onto our individual
        current collectors will cost approximately $95,000 and that it will take
        two to
        three months to build.
 
 To
        fund
        this pilot plant project we have used and intend to use general corporate
        funds,
        which include the proceeds from the sale of Secured Convertible Debentures
        to
        Cornell Capital Partners, L.P., and proceeds from the exercise of stock options
        and warrants, as discussed in the section entitled “Liquidity and Capital
        Resources” herein.
 
 Our
        lead
        acid battery is not yet commercially successful because we have not yet
        completed the final design and construction of the equipment necessary to
        manufacture our batteries in commercial quantities. RVC current collectors
        are
        more expensive and time consuming to manufacture than are current collectors
        manufactured by pouring molten lead into a grid patterns. Our battery will
        be
        more expensive to manufacture and its purchase price will be more than a
        traditional lead acid battery.
 
 Management
        believes we will be able to design and build a pilot plant capable of
        manufacturing our current collectors cost effectively in commercial quantities;
        however, further design and engineering may be necessary before a pilot plant
        can be built. The issues related to the successful commercial production
        of our
        current collectors and its battery include: whether we can manufacture RVC
        economically in mass produced commercial quantities; whether we can apply
        the
        top frame and tab to the plates economically in mass produced commercial
        quantities; whether we can economically electroplate the lead-tin alloy onto
        the
        RVC plates uniformly and consistently in mass produced commercial quantities;
        whether we can apply the side and bottom frame to the plates economically
        in
        mass produced commercial quantities; whether we can adapting the existing
        battery plate pasting equipment to paste lead-tin coated RVC current collectors
        in economically in mass produced commercial quantities. There can be no
        assurance that we can manufacture our current collectors or batteries cost
        effectively on a commercial scale. Management believes and anticipates that
        its
        pilot plant can be completed and we can begin manufacturing current collectors
        by July 2006; however, there can be no assurance that this will occur.
 
 4
 There
        can
        be no assurance that we can establish a competitive position against current
        and
        potential competitors, especially those with greater financial, marketing,
        service, support, technical and other resources than us.
 
 Our
        preliminary testing indicates that various configurations of the battery
        meet or
        exceed some of the performance goals established by major governmental and
        industry groups for electric vehicle batteries. Management’s discussions with
        various manufacturers lead us to believe that there would be a significant
        demand for our battery, if it can be manufactures economically on a commercial
        scale. We also believe our battery has a number of applications such as electric
        vehicles, hybrid powered vehicles, solar power systems, electric motorcycles,
        electric bicycles, electric power management, uninterruptible power supply
        systems, aircraft, marine, and submarine craft and for starting batteries
        for
        automobiles. We are designing various prototype batteries for such applications.
 
 PROTOTYPE
        BATTERIES
 
 We
        are
        preparing to produce prototype versions of our battery that will be built
        in a
        variety of configurations using methods that management anticipates will
        be
        practical for economically manufacturing batteries on a commercial scale.
        We
        have equipment which enables us to deposit lead tin alloy on RVC plates in
        our
        laboratory. Once our pilot plant is completed, we intend to manufacture current
        collectors. We have on hand a total of 110 RVC current collectors onto which
        a
        top lead frame and tab have been cast and which have had a lead-tin allow
        applied. Seventy of these have lead side frames cast on them. We also have
        on
        hand approximately 750 RVC foam plates, which measure 6 inches by 6 inches
        by
        3mm. These 750 plates are suitable being made into current collectors for
        our
        batteries by having frames and tabs cast on them and having a lead tin alloy
        applied to them and having battery paste applied to them. Once we have
        manufactured these plates into current collectors and applied battery paste
        to
        them, we intend to use them to manufacture 12 volt prototype batteries. The
        number of RVC plates used as current collectors in a single 12 volt battery
        will
        vary depending on the type, size and amp hour capacity of a
        battery.
 
 EXPECTED
        PURCHASE OF SIGNIFICANT EQUIPMENT
 
 We
        expect
        to make significant equipment purchases in order to construct a pilot plant
        capable of manufacturing our current collectors in commercial quantities
        for use
        in lead acid batteries. Based on the preliminary engineering and design,
        discussions and negotiations with equipment manufacturers and suppliers,
        Management currently estimates that the total cost of the equipment necessary
        to
        a construct a pilot plant capable of manufacturing our current collectors
        in
        commercial quantities for use in lead acid batteries will be approximately
        $370,000. The equipment will include that needed to manufacture RVC plates,
        equipment to cast a top frame and tab and side frames on the individual RVC
        plates, equipment to deposit the lead tin alloy on the RVC plate by
        electroplating, and equipment to apply battery paste onto the individual
        RVC
        plates. Because the design and engineering of the manufacturing equipment
        has
        not been finalized, we cannot be certain that we can accurately predict the
        cost
        of each item of the equipment. Based on the preliminary engineering and design
        that has been performed and discussions and negotiations with equipment
        manufacturers and suppliers, Management estimates that the engineering and
        equipment needed to manufacture RVC plates in a batch process will cost
        approximately $110,000; that the equipment needed to cast a top frame and
        side
        frames individual RVC plates will cost approximately $63,000; that the equipment
        needed to deposit the lead tin alloy on the RVC plate by electroplating will
        cost approximately $102,000; and that the equipment needed to apply battery
        paste onto the individual RVC plates will cost approximately $95,000.
 
 5
 ACQUISITION
 
 On
        May
        16, 2006, our wholly owned subsidiary, Sentry Power Technology, Inc. (“SPT”) and
        Power Technology, Inc. (the “Company”) completed a transaction under an Asset
        Purchase Agreement (the “Agreement”) with Sentry Power Systems, LLC (“Sentry”),
        Michael Julian and Robert Magyar. Upon closing, SPT acquired the assets of
        Sentry for a total purchase price of $1,195,000 which was paid at closing
        by
        issuing 6,075,949 shares of our restricted common stock (the “Power Shares”)
        valued at $960,000 (based on the closing price per share on the date immediately
        prior to the closing date as reported by Bloomberg, LP) and by SPT assuming
        $235,000 in debt owed by Sentry to CSI Business Finance, Inc. (“CSI”) as
        evidenced by a Secured Promissory Note (the “Note”). The Power Shares are
        subject to a Lock-Up and Redemption Agreement (the “Lock-Up Agreement”) between
        the Company, SPT and Sentry.
  With
        regard to the CSI debt, SPT assumed the debt to CSI and executed an Assignment,
        Assumption, Modification and Extension of Promissory Note. The Note bears
        interest at the rate of 18% per annum and is due and payable on May 15, 2007.
        Under the terms of the Note, SPT is required to make monthly interest payments
        beginning June 1, 2006. The Note is secured by the assets of SPT pursuant
        to a
        Security Agreement.
 
 We
        guaranteed the Note and executed a Stock Pledge Agreement granting CSI a
        first
        lien on all capital stock of SPT which we hold. Our agreement to guarantee
        the
        debt to CSI was conditioned upon and subject to the terms and conditions
        of a
        Guaranty Agreement and a Stock Pledge Agreement between Sentry and us which
        provided that Sentry would guaranty up to $250,000 of any obligation that
        we may
        have under our guaranty agreement with CSI. The Stock Pledge Agreement provided
        for Sentry to pledge 1,582,279 of the Power Shares valued at $250,000 as
        security for the Guaranty Agreement.
 
 The
        Lock-Up Agreement provides that Sentry will not sell, pledge, hypothecate,
        transfer, assign or in any other manner dispose of the Power Shares for a
        period
        of twenty-four (24) months from the Closing Date (except for the 1,582,279
        Power
        Shares pledged as collateral to us). The Lock-Up Agreement provides that
        if SPT
        is not “cash flow positive” twelve (12) months after the Closing Date that we
        have the right to call for redemption and exchange of all of the Power Shares
        held by Sentry in exchange for 65% of the shares then outstanding of SPT.
        In
        such event, we would then have the right, but not the obligation, to require
        that Sentry file, at our expense, a Registration Statement with the Securities
        and Exchange Commission (“SEC”) to register for re-sale the 35% remaining shares
        of SPT then held by us.
 
 In
        the
        event that we do not elect to exercise our rights then after twenty-four
        (24)
        months from the Closing Date the lock-up restriction shall terminate. In
        addition, for a period of fifteen (15) days commencing twenty-four (24) months
        after the Closing Date, Sentry shall have the right to require us to exchange
        65% of the shares then outstanding of SPT for all of the Power Shares. In
        such
        event, we would have the right, but not the obligation, to demand that SPT
        file
        at their expense a Registration Statement with the SEC to register for re-sale
        the 35% remaining shares of SPT which we hold.
 
 6
 For
        purposes of the Lock-Up Agreement, SPT shall be considered “cash flow positive”
where, in the preceding twelve (12) months, SPT has accrued positive earnings
        when earnings are calculated in accordance with generally accepted accounting
        procedures (1) before the deduction of interest and the amortization of
        principal due on the Note in the amount of $235,000, payable to CSI; (2)
        before
        the deduction of Federal Income Taxes payable by SPT; and (3) before the
        deduction of depreciation expense.
 
 As
        part
        of the transaction, SPT entered into an employment agreement with Robert
        Magyar
        to serve as SPT’s President and an employment agreement with Michael Julian to
        serve as SPT’s Vice President/Director of Operations.
 
 SPT’s
        business includes the design and assembly of automatic battery backup power
        systems for commercial office space and residential new builder markets.
        The
        systems provide reliable backup power supply for essential appliance use
        during
        power outages and blackouts. Increasingly severe seasonal weather, growing
        periods of “above peak” electricity demand, constrained transmission and
        distribution of power, and the growth of high density population centers
        are
        impacting electrical supply reliability. SPT markets its Sentry systems to
        those
        customers who require backup power solutions but who either cannot or will
        not
        use fossil fuel based generators. Our goal has been the development of automatic
        backup power systems that (i) do not require the use of fossil fuels such
        as
        gasoline, propane or natural gas, (ii) do not require extensive maintenance
        or
        service costs, (iii) have a higher energy efficiency and conservation factor
        than generators, (iv) provide power on demand, (v) will be more cost effective,
        and (vi) will be more environmentally friendly. Our system consists of solid
        state electronic Direct Current (“DC”) to Alternating Current (“AC”) inverter
        combination power module connected to lead acid batteries contained inside
        a
        pre-wired and lockable steel cabinet. The system is permanently wired into
        the
        user’s main electrical service panel and provides emergency backup power
        protection to specific electrical branch circuits for essential appliance
        power
        use. In the event of a power outage, the system senses the loss of the (AC)
        utility power and automatically switches to the system’s (DC) batteries in less
        than 20 milliseconds. The DC battery power is converted into AC power for
        use in
        the electrical circuits that are connected to the Sentry system. When the
        power
        outage is over, the system senses the return of the utility AC power and
        transfers the power to the specific electrical branch circuits wired to the
        system from the batteries (DC) back over to the utility power. The batteries
        are
        then automatically recharged back to full strength by the system’s internal
        battery charger and charge controller, which control the rate of voltage
        for
        safe recharging of the batteries. These same system components maintain the
        batteries at full charge level on a daily basis. We currently offer two systems
        for the marketplace; a 3000 watt, two battery system, providing up to 30
        hours
        of power depending on the wattage demand on the circuits that are connected
        to
        the system and a 6000 watt, four battery system, providing up to 50 hours
        of
        power depending on the wattage demand on the circuits that are connected
        to the
        system Because of the dominance of fossil fuel based generators in the
        marketplace, the production and sales of automatic battery backup systems
        in the
        small business commercial and residential segments has been very limited.
        We
        believe there is substantial demand for quiet, clean and fully automatic
        battery
        systems in these markets.
 
 SPT’s
        future business prospects are substantially dependent upon the ability of
        SPT
        its homebuilder, utility and dealer base to sell products based on our
        technological advantages over fossil fuel based technologies. There can be
        no
        assurance that the Sentry Power system products can be manufactured cost
        effectively on a commercial scale, that such products will gain market
        acceptance, or that competing products and technologies will not render products
        based on our technologies obsolete or noncompetitive.
  7
 In
        certain markets, SPT may enter into broker and/or other distribution agreements
        with established utility companies. Any revenues or profits which may be
        derived
        from these arrangements will be substantially dependent upon the willingness
        and
        ability of SPT’s broker and distribution partners to devote their financial
        resources and sales and marketing efforts of our systems.
 
 SPT’s
        ability to compete effectively with other companies will depend, in part,
        on its
        ability to control the cost of system components and to ship and deliver
        systems
        in timely manner. There can be no assurance that SPT can achieve this because
        SPT remains dependent on outside vendors to supply critical components to
        its
        systems.
  The
        automatic battery backup system SPT has developed is capable of accepting
        and
        using the Power Technology, Inc. battery technology. It is the objective
        of SPT
        to sell and market its system using the Power Technology, Inc. battery
        technology. SPT believes the use of the Power Technology battery design will
        greatly enhance the value proposition of the SPT system by providing an
        increased battery runtime and faster recharging speeds.
 
 The
        SPT
        Sentry systems are currently undergoing a testing and certification process
        by
        Met Laboratory, Inc. for Underwriter Laboratories, UL Standard 1778, covering
        Uninterruptible Power Supply Equipment. This UL Standard covers remote battery
        supply cabinets with or without batteries, remote status panels, bypass
        switches, rectifier, power conversion units and power distribution panels;
        all
        key component functions used in the Sentry system.
 
 As
        of the
        date of this filing, SPT is nearing the final stage of the UL certification
        process by Met Laboratory, Inc. While SPT has not received formal certification,
        SPT is not aware of any material deficiency that will prevent it from attaining
        the UL certification mark. If an outright rejection of certification occurs,
        it
        is likely to have a material adverse impact on SPT’s operations and ability to
        make sales of its systems.
 
 SPT is
        in the process of negotiating a three year manufacturing agreement with B&W
        Tek, Inc. to manufacture the SPT Sentry systems in its mainland China
        facilities. B&W Tek, Inc. is an Original Equipment Manufacturer (“OEM”)
        which maintains ISO 13485/ISO 9001 certification. It engineers and manufactures
        integrated photonic devices and instruments, laser and optical spectrometer
        systems, modules, and components. B&W Tek, Inc. employs over 30 electrical
        and electronic engineers and maintains 40,000 square feet of United States
        engineering and manufacturing facilities and an additional manufacturing
        facility in Shanghai, China.
 
 The
        purpose of the SPT and B&W Tek, Inc. OEM agreement will be to provide SPT
        with adequate production capability and inventory to fulfill the order demand
        for the Sentry systems. B&W Tek, Inc. will fabricate the systems’ metal
        cabinets, install the solid state electronic DC to AC inverter combination
        power
        module in the system, and provide all related wiring and cabling. SPT will
        purchase and install batteries into the Sentry systems in the United States.
        While Sentry expects to benefit from the proposed agreement by obtaining
        quality
        systems, cost saving and necessary production capabilities, the proposed
        arrangement is not without risk. There is no guarantee that B&W Tek, Inc.
        will be able to consistently ship the necessary quantities. Neither SPT nor
        B&W Tek, Inc. have the ability to control ocean shipments of product from
        mainland China to the United States. There is no assurance that SPT will
        be able
        to enter into an OEM agreement with B&W Tek, Inc. Pursuant to a purchase
        order, SPT has agreed to purchase and B&W Tek, Inc. has agreed to
        manufacture 50 Sentry Systems, which are scheduled to be delivered to SPT
        in
        August of 2006. SPT has and will continue to have its Sentry systems
        manufactured by Power Electronics, Inc. (“PEI”) of Clayton, DE. PEI is a
        contract electrical equipment fabricator and wiring assembler of high voltage
        switching equipment for the electric utility market. Among its clients are
        PECO
        (Philadelphia Electric Company) ConEd (Consolidated Electric of New York)
        and
        Connectiv (Delmarva Power and Light). PEI has been manufacturing the Sentry
        systems since January 2005 and will continue to do so until SPT shifts
        production to B&W Tek, Inc. PEI has the capacity to produce approximately
        100 systems a year.
 
 8
 **SPT
        DISTRIBUTION STRATEGY**
 
 SPT
        intends to focus its sales and marketing programs to single family, condominium,
        and town home builders and developers, electric utilities, small business
        owners, and independent dealers. SPT offers programs designed to allow builders
        to market and sell its Sentry systems to their customers. SPT offers programs
        designed to allow electric utilities to market and sell our Sentry systems
        directly to their customers. Electric utilities have an interest in offering
        backup power solutions to their customers as a way to relieve customer
        dissatisfaction resulting from power outages in their service areas. SPT
        is
        developing marketing programs to focus on selling Sentry systems to small
        business owners, such as doctors, lawyers, accountants and other professional
        service providers who own or lease commercial office space. Power outages
        disrupt these service providers’ ability to maintain critical access to computer
        data bases, computer server functions, internet access, and related email
        communications. SPT intends to seek and appoint authorized independent dealers
        to market, sell, and service the Sentry systems.
 
 **COMPETITION**
  The
        automatic backup electric power systems industry is mature, well-established
        and
        highly competitive. There is competition from other automatic battery backup
        system suppliers and the fossil fuel generator industry. Xantrex
        Technology Inc. (“Xantrex”) a publicly traded company, of Vancouver, British
        Columbia, Canada, which develops, manufactures, and markets advanced power
        electronic products including back up and emergency portable power systems
        for
        homes and small businesses and auxiliary electrical power for boats,
        recreational vehicles, heavy duty trucks, commercial work vehicles, and
        automobiles. The
        fossil fuel generator industry is characterized by major domestic and foreign
        producers, including Briggs & Stratton (Generarc), Kohler Power Systems,
        Coleman Emerson Electric, and Honda, all of which have established dealer
        networks and substantially greater financial resources than SPT. Accordingly,
        SPT’s ability to succeed in this market depends upon its ability to market its
        products and demonstrate they have competitive or superior performance
        characteristics and a competitive sales price. Generator product can provide
        significantly more power then inverter based systems based on the size of
        the
        generator and can have extensive runtimes provided gasoline, natural gas
        or
        propane is readily available. SPT’s focus is on the customer who wants backup
        power but either cannot or will not use fossil fuel based generators.
  
 9
 In
        the
        future, because there are relatively low barriers to entry in the backup
        power
        industry, we could experience additional competition from other established
        or
        emerging companies as the market continues to develop and expand. Many potential
        competitors may have well-established relationships with our potential
        customers, have extensive knowledge of the industry, better name recognition
        and
        significantly greater financial, technical, sales, marketing and other
        resources. It is also possible that new competitors or alliances among
        competitors may emerge and rapidly acquire significant market share. Competition
        may increase as a result of industry consolidations. Our competitors may
        be able
        to respond more quickly to new or emerging technologies and changes in customer
        requirements, or to devote greater resources to the development, promotion
        and
        sale of their backup power products.
 
 Increased
        competition may result in price reductions, reduced gross margins and loss
        of
        market share, any of which could adversely affect our business, financial
        condition or results of operations. There can be no assurance that we will
        be
        able to compete successfully against current or future competitors or that
        competitive pressure will not adversely affect its business, financial condition
        or results of operations.
  Management
        believes that the principal competitive factors affecting our market include
        features such as functionality, weight, adaptability, ease of use, product
        reputation, quality, price, performance, customer service and support,
        effectiveness of sales and marketing efforts and company
        reputation.
 
 Over
        the
        long term, SPT intends to compete by offering in its Sentry system the PWTC
        battery technology which provides higher utilization efficiency; a smaller
        and
        lighter battery; a battery with a specific energy increase and a battery
        that
        recharges significantly faster than traditional lead acid batteries.
  There
        can
        be no assurance that we will be successful in developing or marketing product
        enhancements or new products that respond to technological change or evolving
        industry standards, that we will not experience difficulties that could delay
        or
        prevent the successful development, introduction and marketing of these products
        or that our new products or enhancements will adequately meet the requirements
        of the marketplace and achieve market acceptance. If we are unable, for
        technological or other reasons, to develop and introduce our new products
        or
        enhancements, our business, financial condition or results of operations
        will be
        adversely affected.
 
 CHANGE
        IN
        NUMBER OF EMPLOYEES
 
 We
        do not
        expect significant changes in the number of our employees prior to the time
        we
        complete the design and construction of our pilot plant.
 
 CAPITAL
        EXPENDITURES, CAPITAL RESOURCES AND LIQUIDITY
 
 CAPITAL
        EXPENDITURES. During the fiscal quarter ended April 30, 2006, we incurred
        material capital expenditures of approximately $122,175 for the
        purchase of pilot plant machinery. During the fiscal quarter ended April
        30,
        2005, we did not incur any material capital expenditures for office equipment,
        office furniture or other fixed assets.
 
 10
 CAPITAL
        RESOURCES
 
 During
        the fiscal year ended January 31, 2005, our capital resources were provided
        primarily by the sale of its $500,000 convertible debentures to Cornell Capital
        Partners, L.P. The net proceeds of these sales were $425,000 cash. During
        the
        fiscal year ended January 31, 2006, capital resources were provided by the
        sale
        of a $500,000 convertible debenture to Cornell Capital Partners, L.P. The
        net
        proceeds of this sale were $485,000 cash. Capital resources during the fiscal
        year ended January 31, 2006, were also provided by the sale of the Company’s
        common stock and the net proceeds of theses sales were $113,000.
 
 In
        February 2006, we received $495,000 from the proceeds from the issuance of
        a
        convertible debenture with Cornell Capital Partners, L.P. (as discussed below).
        Additionally, in April 2006, we received $292,000 as the proceeds from the
        sale
        of our common stock by the exercise of stock options and warrants.
 
 Our
        capital resources have historically been provided by the sale of our common
        stock, the exercise of warrants and options, conversion of convertible debt
        into
        common stock, and by short term loans.
 
 We
        intend
        to raise additional capital and reduce debt through the sale or exchange
        of our
        common stock or other securities to provide additional working capital to
        fund
        future operations.
 
 We
        will
        require substantial additional financing to complete the capitalization of
        our
        business plan. The additional financing will be used primarily for payment
        of
        liabilities and for expansion of further research and development and marketing.
        We can give no assurance that we will successfully negotiate or obtain
        additional financing, or that we will obtain financing on terms favorable
        or
        acceptable to us. Our ability to obtain additional capital depends on market
        conditions, the global economy and other factors outside our control. If
        we do
        not obtain adequate financing, or such financing is not available on acceptable
        terms, our ability to satisfy our liabilities, finance our expansion, develop
        or
        enhance our products and services, and respond to competitive pressures would
        be
        significantly limited. Our failure to secure necessary financing could have
        a
        material adverse effect on our business, prospects, financial condition,
        and
        results of operations.
 
 LIQUIDITY
 
 The
        following summary table presents comparative cash flows of the Company for
        the
        periods indicated:
 
 FISCAL QUARTER
        ENDED APRIL 30,
 2006
                
                2005Net
                    cash used by operating activities
                
                $
                (206,328
                )
                $
                (63,371
                )Net
                    cash provided by financing activities
                
                $
                787,000
                
                $
                50,000Net
                    cash used by investing activities
                
                $
                (122,175
                )
                $
                —
   11
 As
        of
        April 30, 2006, we had approximately $639,000 cash on hand.
 
 At
        April
        30, 2006, we had negative working capital of approximately $(4,570,708)
        compared to negative working capital of approximately $(151,000) on April
        30,
        2005.
 
 Our
        ability to satisfy our obligations will depend in part upon our ability to
        successfully complete the offer and sale of additional shares of its common
        stock and in part upon our ability to reach a profitable level of operations.
        We
        plan to license our technology to other entities. We intend to discuss and
        explore various possible business combinations or transactions with established
        battery manufacturers. These may include joint venture agreements, licensing
        agreements, technology transfer agreements or other agreements by which
        established manufacturers acquire the right to employ our technology to
        manufacture batteries.
 
 SUMMARY
        OF TRANSACTIONS WITH CORNELL CAPITAL PARTNERS, L.P.
 
 We
        entered into a Securities Purchase Agreement (the "Agreement") with Cornell
        Capital Partners, L.P. (“Cornell”) effective December 22, 2005, for the sale of
        redeemable secured convertible debentures in the principal amount of $1,630,580
        (the "Debentures") and stock purchase warrants (the "Warrants") to buy
        20,904,875 shares of our Common Stock. Pursuant to the terms of the Agreement,
        we became obligated to file a registration statement with the Securities
        and
        Exchange Commission to register for the resale of the shares of our common
        stock
        underlying the Debentures and shares of our common stock underlying the
        Warrants.
 
 Under
        the
        terms of our financing with Cornell, we have received net proceeds of
        $1,405,000. This financing was comprised of three separate segments of funding
        as follows:
 
 1.
              In
                  August and November 2004, we borrowed an aggregate of $500,000
                  from
                  Cornell through two issuances of 5% Convertible Debentures which
                  was
                  secured by substantially all of our assets. On May 10, 2005, we
                  refinanced
                  the Convertible Debentures with a new Convertible Debenture in
                  the
                  principal amount of $514,657, which comprised the original $500,000
                  principal plus accrued interest as of that date. On December 22,
                  2005, the
                  Convertible Debenture was replaced by a new Convertible Debenture
                  which
                  was issued in the principal amount of $530,580, comprising the
                  original
                  $500,000 principal plus accrued interest as of that date. This
                  Convertible
                  Debenture: (i) has a due date of December 22, 2007, (ii) bears
                  interest at
                  a rate of 10% per annum; (iii) was subject to a registration rights
                  agreement; and (iv) is subject to certain conversion features.
                  If this
                  Debenture is repaid under an Optional Redemption Feature, we must
                  issue a
                  warrant (the “Warrant Feature”) to Cornell to purchase 1,000,000 shares of
                  our common stock for each $100,000 redeemed, exercisable at 120%
                  of the
                  closing bid price of our common stock. This debenture is referred
                  to
                  herein as the “First Debenture.”
 
 2.
              In
                  December 2005, we issued a new Convertible Debenture in the principal
                  amount of $500,000. This Convertible Debenture: (i) has a due date
                  of
                  December 22, 2007, (ii) bears interest at a rate of 10% per annum;
                  (iii)
                  was subject to a registration rights agreement; (iv) is subject
                  to certain
                  conversion features including the Optional Redemption Feature and
                  Warrant
                  Feature as under the terms of the First Debenture. This debenture
                  is
                  referred to herein as the “Second Debenture.”
   12
 
 3.
              Pursuant
                  to the terms and conditions of the Securities Purchase Agreement,
                  Cornell
                  was obligated to promptly provide the Company with $550,000, less
                  certain
                  fees and expenses, and with an additional $550,000 within two business
                  days before the filing date of a registration statement registering
                  shares
                  of our common stock underlying the Convertible Debentures and Warrants.
                  On
                  February 21, 2006, we issued Secured Convertible Debentures with
                  Cornell
                  in the principal amount of $550,000. This Convertible Debenture:
                  (i) has a
                  due date of February 21, 2008, (ii) bears interest at a rate of
                  10% per
                  annum; (iii) was subject to a registration rights agreement; and
                  (iv) is
                  subject to certain conversion features including the Optional Redemption
                  Feature and Warrant Feature as under the terms of the First Debenture.
                  This debenture is referred to herein as the “Third
                  Debenture”.
 
 The
        First
        Debenture, Second Debenture and Third Debenture are referred to collectively
        as
        the “Convertible Debentures.”
 
 Conversion
        Feature
 
 The
        Convertible Debentures are convertible (“Conversion Feature”) into our common
        stock at any time until repayment of the Convertible Debentures 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
                  (the
                  “Optional Redemption Feature”); or
 b.
              an
                  amount equal to 100% of the average of the three lowest closing
                  bid prices
                  of the common stock for the 30 trading days immediately preceding
                  the
                  conversion date.
 
 Pursuant
        to the terms of the agreements, in no event shall Cornell convert the
        Convertible Debentures in such manner that would cause Cornell to beneficially
        own more than 4.99% of the then total issued and outstanding shares of the
        Company's common stock.
 
 Significant
        Accounting Estimates and Policies
 
 Accounting
        for Stock-Based Compensation. We have elected to apply the disclosure-only
        provisions of SFAS No. 123, Accounting for Stock-Based Compensation. In
        accordance with the provisions of SFAS 123, we apply Accounting Principles
        Board
        Opinion No. 25, Accounting for Stock Issued to Employees, and will use related
        interpretations in accounting for stock option plans. We account for stock
        issued to non-employees in accordance with the provisions of SFAS 123 and
        the
        Emerging Issues Task Force consensus in Issue No. 96-18, Accounting for Equity
        Instruments That are Issued to Other Than Employees for Acquiring or in
        Conjunction with Selling, Goods or Services. Generally, under APB 25, if
        the
        option exercise price for a fixed award to an employee is equal to the fair
        value of the common stock at the date of the grant of the stock option, no
        compensation expense is recorded. Under SFAS 123 and EITF 96-18, the amount
        of
        compensation expense that is recorded is based on an option pricing model
        which
        incorporates such factors as the expected volatility of future movements
        in the
        price of the underlying stock, risk-free interest rates, the term of the
        options
        and any dividends expected to be paid. As a result, under SFAS 123 and EITF
        96-18, we would generally expect to record a greater amount of compensation
        expense than under APB 25.
 
 13
 Secured
        Convertible Debentures and Warrants- Derivative Financial
        Instruments
 
 The
        Convertible Debentures and the Warrants have been accounted for in accordance
        with SFAS No. 133, “Accounting for Derivative Instruments and Hedging
        Activities,” and Emerging Issues Task Force Issue No. 00-19, “Accounting for
        Derivative Financial Instruments Indexed to, and Potentially Settled in,
        a
        Company’s Own Stock” (“EITF No. 00-19”). EITF No. 98-5, "Accounting for
        Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios", EITF No. 00-27, “Application of Issue 98-5 to
        Certain Convertible Instruments”, EITF No. 05-02 “Meaning of ‘Conventional
        Convertible Debt Instrument’ in Issue No. 00-19”, EIFT No. 05-04 “The Effect of
        a Liquidated Damages Clause on a Freestanding Financial Instrument Subject
        to
        Issue No. 00-19,” and EITF No. 96-19 “Debtor’s Accounting for a Modification or
        Exchange of Debt Instruments” were also considered.
 
 We
        have
        identified the following instruments and derivatives:
 
 Convertible
        Debentures
 Conversion
        Feature
 Company’s
        Optional Redemption right
 Warrant
        Feature
 
 We
        have
        identified the Conversion Feature and Power Technology’s Optional Redemption
        within the Convertible Debentures to represent embedded derivatives. These
        embedded derivatives have been bifurcated from their respective host debt
        contracts and accounted for as derivative liabilities because they are subject
        to a Registration Rights Agreement (“RRA”). The Conversion Feature and Power
        Technology’s Optional Redemption within the Convertible Debentures have been
        bundled together as a single hybrid compound instrument in accordance with
        SFAS
        No. 133 Derivatives Implementation Group Implementation Issue No. B-15,
“Embedded Derivatives: Separate Accounting for Multiple Derivative Features
        Embedded in a Single Hybrid Instrument.” We have identified the Warrant Feature
        to be detachable derivatives. The Single Compound Embedded Derivatives within
        Convertible Debentures and the Derivative Liability for Warrants have been
        recorded at their respective fair values at the date of issuance (December
        22,
        2005); and are marked-to-market each quarter with changes in fair value recorded
        to Power Technology’s consolidated statements of operations as “Net change in
        fair value of derivative liabilities.” We have utilized a third party valuation
        firm to fair value these derivative liabilities under the following methods:
        a
        layered discounted probability-weighted cash flow approach for the Single
        Compound Embedded Derivatives within Convertible Debentures; and the
        Black-Scholes model for the Derivative Liability for Warrants based on a
        probability-weighted exercise price.
 
 The
        fair
        value of the derivative liabilities are subject to the changes in the trading
        value of our common stock. As a result, our financial statements may fluctuate
        from quarter-to-quarter based on factors, such as the price of our stock
        at the
        balance sheet date, the amount of shares converted by debenture holders and/or
        exercised by warrant holders. Consequently, our financial position and results
        of operations may vary from quarter-to-quarter based on conditions other
        than
        operating revenues and expenses.
 
 14
 UNCERTAINTIES
 
 DEVELOPMENT
        STAGE COMPANY
 
 We
        are in
        the development stage. There is no assurance that our activities will be
        profitable. The likelihood of our success must also be balanced with
        considerations in light of the problems, expenses, difficulties, complications,
        delays and all of the inherent risks frequently encountered in the formation
        and
        operation of a relatively new business.
 
 GOING
        CONCERN
 
 The
        financial statements are presented on the basis that Power Technology is
        a going
        concern, which contemplates the realization of assets and the satisfaction
        of
        liabilities in the normal course of business over a reasonable length of
        time.
 
 At
        April
        30, 2006, we had negative working capital of approximately $(4,570,708), a
        loss from operations for the period ended April 30, 2006, of
        $(2,738,614) and an accumulated deficit of $(17,507,730) since June 3, 1996,
        the
        date of our inception.
 
 Management
        believes that current plans to expand our operations and a combination of
        our
        financing and plans to raise capital through the sale of our common stock
        will
        provide sufficient working capital to allow us to continue as a going concern.
 
 In
        February 2006, we received $495,000 from the proceeds of the issuance of
        a
        convertible debenture to Cornell Capital Partners, L.P. (as discussed above).
        Additionally, in April 2006, we received $292,000 cash from the sale of our
        common stock and for exercise of stock options and warrants. As of May 1,
        2006,
        we had approximately $638,000 cash on hand.
 
 COSTS
        OF
        CONDUCTING BUSINESS. We will be required to incur substantial costs for research
        and development and equipment, establishing production and marketing operations,
        and related costs. A substantial portion of those costs must be paid whether
        or
        not any of its batteries or other products proves to be commercially successful
        on a broad scale. Our ability to generate a profit depends, among other factors,
        on the amount of equipment acquisition costs incurred, the amount of revenues
        from the sale of batteries and other products, and control over our operating
        costs.
 
 TECHNOLOGICAL
        CHANGE. We expect that many new technologies and products will be introduced
        in
        the battery industry over the next several years. Established battery
        manufacturers, such as Exide, Delphi, A.C. Delco, Johnson Controls, Inc.,
        East
        Penn Manufacturing Co., Inc GNB, Electrosource, Inc., Energy Conversion Devices,
        Inc., Hawker and Yuasa, all of which have substantially greater financial
        resources than us. These other companies have larger staffs, more resources,
        more laboratories, more equipment, and more manufacturing and testing facilities
        than us. These other companies can also dedicate substantially more personnel
        and resources to research and developing new products than us. They may be
        able
        to develop more technologically advanced products that are less expensive
        and
        have a greater useful life and better operating performance than our products.
        Our success will depend, among other things, on our ability to develop and
        maintain a competitive position technologically. There can be no assurance
        that
        we will have access to subsequently developed technology by other persons.
        Technological advances by a competitor may result in our present or future
        products becoming non-competitive or obsolete. We cannot be assured that
        competitors will not develop functionally similar or superior batteries,
        which
        event could have an adverse effect on our business.
 
 15
 CONTRACTS.
        We have no current contracts for the manufacture or sale of our batteries
        or
        other products. There can be no assurance that we will be able to obtain
        sufficient and suitable contracts for our business plan.
 
 FLUCTUATIONS
        IN OPERATING RESULTS. Our revenues and results of operations may vary
        significantly in the future. Our revenues and results of operations are
        difficult to forecast and could be adversely affected by many factors, some
        of
        which are outside our control, including, among others, the expected relatively
        long sales and implementation cycles for our products; the size and timing
        of
        individual license transactions and joint venture arrangements; seasonality
        of
        revenues; changes in our operating expenses; changes in the mix of products
        sold; timing of introduction or enhancement of products by us or our
        competitors; market acceptance of new products; technological changes in
        technology; personnel changes and difficulties in attracting and retaining
        qualified sales, marketing, technical and consulting personnel; changes in
        customers' budgeting cycles; quality control of products sold; and economic
        conditions generally and in specific industry segments, particularly the
        automotive industry.
  There
        can
        be no assurance that our products will achieve broad market acceptance or
        that
        we will be successful in marketing our products or enhancements thereto.
        In the
        event that our current or future competitors release new products that have
        more
        advanced features, offer better performance or are more price competitive
        than
        our products, demand for our products would decline. A decline in demand
        for, or
        market acceptance of, our batteries or other products as a result of
        competition, technological change, or other factors would have material adverse
        effects on our business, financial condition and results of operations.
 
 RAW
        MATERIALS. The basic raw materials and components for the batteries and other
        products being developed by us are readily available. We do not expect to
        experience any significant delays in obtaining timely delivery of our materials
        and components.
 
 SEASONALITY.
        We do not expect to experience material seasonal variations in revenues or
        operating costs, except that sales activity for its batteries may increase
        in
        the summer and winter seasons which is expected to cause an increase in our
        operations.
 
 ITEM
        3.  CONTROLS
        AND PROCEDURES.
 
 As
        of the
        end of the period of this report, our principal executive and principal
        financial officer carried out an evaluation of the effectiveness of the design
        and operation of our disclosure controls and procedures. This evaluation
        was
        carried out under the supervision and with the participation of our management,
        including our Chief Executive Officer and Chief Financial Officer. Based
        on that
        evaluation, our Chief Executive Officer and Chief Financial Officer concluded
        that our disclosure controls and procedures are effective. There have been
        no
        changes in our internal controls or in other factors, that have materially
        affected, or is reasonably likely to materially affect, our internal control
        over financial reporting.
  16
 **PART
        II**  **OTHER
        INFORMATION**
  ITEM
        1.  LEGAL
        PROCEEDINGS
  On
        September 7, 2005, Merrill Communications, LLC ("Merrill") filed a civil
        action,
        # 846,770, Merrill Communications, LLC v. Power Technology, Inc. aka and
        dba
        PWTC Battery Co and Power Technology, in the County Civil Court at Law No.
        2 in
        Harris County, Texas. Merrill alleges we are liable to Merrill in the principal
        sum of $30,349.25 on a sworn account for EDGAR filings transmitted to the
        SEC.
        Merrill also sought interest and attorneys fees in at least the sum of $10,115.
        On May 12, 2006, we agreed with Merrill to compromise and settle the claims
        at
        issue in this litigation. We paid Merrill $18,500 for a full and final release
        of all claims that were made by Merrill and Merrill dismissed the civil action
        with prejudice to the right to refile the claim.
 
 ITEM
        6.EXHIBITS
 
 Exhibit
        31.1 - Certification of Chief Executive Officer and Chief Financial Officer
        of
        Power Technology, Inc. required by Rule 13a - 14(1) or Rule 15d - 14(a) of
        the
        Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.
  Exhibit
        32.1 -- Certification of Chief Executive Officer and Chief Financial Officer
        of
        Power Technology, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act
        of 2002
        and Section 1350 of 18 U.S.C. 63.
 
 
 **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned hereunto
        duly authorized.
 
 **POWER
                TECHNOLOGY, INC.**Date: June
                15, 2006
              By:
              /s/ Bernard
                J. WalterBernard
                  J. Walter
                President
                  Chief Executive Officer and
                Principal
                  Financial Officer
  17