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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):

November 14, 2005


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 8.01     Other Events

            Enclosed are the remainder of the exhibits listed under Item 6 of that certain Form 10-Q filed on November 14, 2005.

EXHIBITS

10.2

Escrow Agreement with Birchington Investments Limited dated
September 27, 2005

  

10.3

Master Agreement with Barclay Asset Management, LLC dated
June 28, 2005, and exhibits thereto

  

10.4

Regulation S Stock Purchase Agreement dated June 29, 2005

  

10.5

Consulting Services Agreement with Mark Theriot dated July 28, 2005

  





















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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:  November 17, 2005

  

Material Technologies, Inc.,

  

a Delaware corporation


/s/ Robert M. Bernstein              

By:  Robert M. Bernstein

Its:   Chief Executive Officer





















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