Exhibit 31.1


                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert Bernstein certify that:

1.   I have reviewed  this annual report on Form 10-K of Material  Technologies,
Inc.;

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

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

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to me
          by others  within those  entities,  particularly  during the period in
          which this report is being prepared;

     (b)  Evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this  report my  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

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

5.   I have disclosed,  based on my most recent  evaluation of internal  control
over financial  reporting,  to the Company's auditors and the audit committee of
the Company's board of directors:

     (a)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial information; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls over financial reporting.

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


Date:  April 14, 2004



   /s/ Robert Bernstein
--------------------------------------
Robert Bernstein, President, CEO & CFO