UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  August 23, 2004

                           Material Technologies, Inc.
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              Exact Name of Registrant as specified in its charter

Delaware                                33-23617                  95-4622822
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State or other jurisdiction            Commission                IRS Employer
     of incorporation                  File Number            Identification No.

     11661 San Vicente Blvd., Suite 707, Los Angeles, California           90049
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             Address of principal executive offices                     Zip Code

Registrant's telephone number, including area code: (310) 208-5589


Section 3 - Securities and Trading Markets
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Item 3.02 Unregistered Sales of Equity Securities
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     On August 23, 2004, the registrant issued five hundred ninety-nine thousand
     shares of  registrant's  Common  Stock par value $.001 (the  "Shares")  for
     services rendered by certain  engineers who have assisted,  and continue to
     assist,  the Company in developing its products.  The engineering  services
     rendered by these  individuals were valued by the Company at $1,394,173 and
     the Company  relied on Section  4(2) of the  Securities  Act in issuing the
     shares to these individuals.  The issuance was in a private transaction and
     was not effected through any broker or dealer.

     On October 1, 2004, the registrant issued thirty-six  thousand nine hundred
     twenty-three  shares of  registrant's  Common  Stock par value  $.001  (the
     "Shares")  for  services to a company who  assists  companies,  such as the
     registrant,   in  finding  and  licensing   technologies  relevant  to  the
     registrant's  business enterprise.  The services were valued by the Company
     at $78,055.22  and the Company relied on Section 4(2) of the Securities Act
     in issuing the shares to this entity.  The issuance was to a corporation in
     a private transaction and was not effected through any broker or dealer.

     On October 6, 2004, the registrant  issued two hundred  thousand  shares of
     registrant's  Common  Stock par value  $.001 (the  "Shares")  for  services










     rendered by an individual.  The marketing  services rendered were valued by
     the  Company at  $422,800  and the  Company  relied on Section  4(2) of the
     Securities Act in issuing the shares to this  individual.  The issuance was
     to an individual in a private  transaction and was not effected through any
     broker or dealer.

     On October 14, 2004,  the  registrant  issued one hundred  thirty  thousand
     shares of registrant's Common Stock par value $.001 (the "Shares") for cash
     consideration in the amount of $10,000.  The Company relied on Section 4(2)
     of the  Securities  Act in issuing the shares.  The  issuance was a private
     transaction and was not effected through any broker or dealer.

     On October 15, 2004,  the  registrant  issued two million two hundred sixty
     thousand shares of registrant's Common Stock par value $.001 (the "Shares")
     for services  rendered by one of its board members.  The member's  services
     rendered were valued by the Company at $3,970,820 and the Company relied on
     Section 4(2) of the  Securities Act in issuing the shares to this director.
     The issuance was to a director of the Company in a private  transaction and
     was not effected through any broker or dealer.

     On October 25, 2004, the registrant  issued one hundred  thousand shares of
     registrant's  Common Stock par value $.001 (the  "Shares")  for  accounting
     services.  The services rendered were valued by the Company at $251,000 and
     the Company  relied on Section  4(2) of the  Securities  Act in issuing the
     shares to this  individual.  The issuance was to an individual in a private
     transaction and was not effected through any broker or dealer.

     On  November  1, 2004,  the  registrant  issued one  million  five  hundred
     thousand shares of registrant's Common Stock par value $.001 (the "Shares")
     for engineering,  consulting and director  services.  The services rendered
     were valued by the Company at $2,520,000  and the Company relied on Section
     4(2) of the  Securities Act in issuing the shares to this  individual.  The
     issuance was to an individual in a private transaction and was not effected
     through any broker or dealer.


                                   SIGNATURES
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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.

                                                 Material Technologies, Inc.


November 8, 2004                                 By: /s/ Robert M. Bernstein
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                                                       Robert M. Bernstein, CEO