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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):

February 7, 2007


Material Technologies, Inc.
(Exact name of registrant as specified in its charter)


Delaware
(State or other
jurisdiction of incorporation)

33-23617
(Commission
File Number)

95-4622822
(I.R.S. Employer
Identification No.)

  

  

11661 San Vicente Boulevard, Suite 707
Los Angeles, California  90049
(Address of principal executive offices)  (zip code)

  

  

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

  

  

(Former name or former address, if changed since last report.)


            Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 3.02    Unregistered Sale of Equity Securities

            On January 10, 2007, we issued 1,500,000 shares of our Class A Common Stock to Hyde Investments, Ltd. upon the conversion of $150,000 of its debenture.  The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as the holder was accredited.

            On February 7, 2007, we issued 4,000,000 shares of our Class A Common Stock to Hyde Investments, Ltd. upon the conversion of $400,000 of its debenture.  The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as the holder was accredited.




























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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.

Dated:  February 12, 2007

Material Technologies, Inc.,

a Delaware corporation


/s/ Robert M. Bernstein                               

By:  Robert M. Bernstein

Its:   Chief Executive Officer






























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