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

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: March 31, 1998        Commission  file  number:  33-23617

                           MATERIAL TECHNOLOGIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                            95-4622822
 --------------------------------------------               --------------------
(State or other jurisdiction of incorporation                 (IRS  Employer
          or  organization)                                 identification  No.)


                          11661  San Vicente Boulevard
                                    Suite 707
                                  Los Angeles,
                             ----------------------
                                California 90049
                                  ------------
                    (address of principal executive offices)
                                (Zip Code) 90064


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

           Securities Registered pursuant to Section 12(g) of the Act:

                                     Common
                                     ------

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.        Yes  X
                                                            -

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  or  Regulation S-K   is not contained herein, and will not be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  of  this  form  10-K.  [    ]

     The aggregate  market value of the voting stock held by  Non-affiliates  of
the registrant at May 1, 1998 was $828,255.

     Documents  incorporated  by  reference-None.

                                        1
<PAGE>

                                      INDEX


<TABLE>
<CAPTION>
                                                          PAGE
                                                          -----
<S>                                                       <C>
Part 1. Financial Statements

  Balance Sheets                                          3 - 4

  Statements of  Operations  -
    First Quarter Ended March 31, 1998 and 1997 and from
    the Company's inception (October 21, 1983) through
    March 31, 1998                                            5

  Statements of Cash Flows -
    First Quarter Ended March 31, 1998 and 1997 and from
    the Company's inception (October 21, 1983) through
    March 31, 1998                                        6 - 7

  Notes to Financial Statements                               8

  Management's Discussion and Analysis                        9

Part 2.  Other Information                                   10
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  MATERIAL TECHNOLOGIES, INC.
                                 (A Development Stage Company)
                                         BALANCE SHEETS

                                             ASSETS


                                          December 31,        March 31.
                                              1997              1998
                                        -----------------  -----------------
                                                             (Unaudited)
<S>                                     <C>                <C>
CURRENT ASSETS
  Cash and Cash Equivalents             $           2,451  $          28,369
  Accounts Receivable                              62,332             36,940
  Employee Advance                                  1,500              2,348
                                        -----------------  -----------------

    TOTAL CURRENT ASSETS                           66,283             67,657
                                        -----------------  -----------------

FIXED ASSETS
  Property and Equipment, Net
      of Accumulated Depreciation                  95,227             94,529
                                        -----------------  -----------------

OTHER ASSETS
   Note Receivable                                 50,000             50,000
   Intangible Assets, Net of
      Accumulated Amortization                     18,679             18,182
  Investment in Tensiodyne Corporation             55,200             55,200
  Refundable Deposit                                1,868              1,868
                                        -----------------  -----------------

    TOTAL OTHER ASSETS                            125,747            125,250
                                        -----------------  -----------------

    TOTAL ASSETS                        $         287,257  $         287,436
                                        =================  =================
</TABLE>

                             See accompanying notes
                                        3
<PAGE>

<TABLE>
<CAPTION>
                                                 MATERIAL TECHNOLOGIES, INC.
                                                (A Development Stage Company)
                                                       BALANCE SHEETS

                                          LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
                                          ----------------------------------------


                                                                       December 31,         March 31.
                                                                           1997               1998
                                                                    ------------------  -----------------
                                                                                         (Unaudited)
<S>                                                                 <C>                 <C>
CURRENT LIABILITIES
  Legal Fees Payable                                                $         103,757   $         75,659 
  Consulting Fees Payable                                                      67,778             68,062 
  Other Accounts Payable                                                       17,108             21,837 
  Accrued Payroll Taxes                                                        24,269             24,907 
  Loan Payable - Officer                                                      118,863              3,558 
  Loan Payable-Others                                                          68,807             68,807 
                                                                    ------------------  -----------------

    TOTAL CURRENT LIABILITIES                                                 400,582            262,830 

  Payable on Research and
     Development Sponsorship                                                  218,000            218,000 
                                                                    ------------------  -----------------

    TOTAL LIABILITIES                                                         618,582            480,830 
                                                                    ------------------  -----------------

REDEEMABLE PREFERRED STOCK
  Class B Preferred Stock, $.001 Par Value
     Authorized 15 Shares, Outstanding 15 Shares at December
     31, 1997 and March 31, 1998; Redeemable at $10,000 Per Share
     After January 31, 2004                                                   150,000            150,000 
                                                                    ------------------  -----------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Class A Common Stock, $.001 Par Value, Authorized 10,000,000
     Shares, Outstanding 5,787,000 at December 31, 1997, and
     at 8,217,000 Shares March 31, 1998                                         5,787              8,217 
  Class B Common Stock, $.001 Par Value, Authorized 100,000
     Shares, Outstanding 60,000 Shares                                             60                 60 
   Class A Preferred, $.001 Par Value, Authorized  900,000 Shares
     Outstanding 350,000 Shares                                                   350                350 
  Additional Paid in Capital                                                2,436,445          2,604,015 
  Less Notes Receivable - Common Stock                                        (14,720)           (14,720)
  Deficit Accumulated During the Development Stage                         (2,964,447)        (2,996,516)
  Unrealized Holding Gain on Investment Securities                             55,200             55,200 
                                                                    ------------------  -----------------

  TOTAL STOCKHOLDERS' (DEFICIT)                                              (481,325)          (343,394)
                                                                    ------------------  -----------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
       (DEFICIT)                                                    $         287,257   $        287,436 
                                                                    ==================  =================
</TABLE>

                              See accompanying notes
                                        4
<PAGE>
<TABLE>
<CAPTION>

                                           MATERIAL TECHNOLOGIES, INC.
                                          (A Development Stage Company)
                                             STATEMENTS OF OPERATIONS

                                                                                       From Inception
                                                     For the Three Months Ended      (October 21, 1983)
                                                               March 31,                   Through
                                                       1997               1998         March 31, 1998
                                                 -----------------  -----------------  --------------
                                                    (Unaudited)        (Unaudited)       (Unaudited)
<S>                                              <C>                <C>                <C>
 REVENUES
  Sale of Fatigue Fuses                          $              -   $              -   $      64,505 
  Sale of Royalty Interests                                     -                  -         198,750 
  Research and Development Revenue                          4,555             96,744       1,145,734 
  Test Services                                                 -                  -          10,870 
                                                 -----------------  -----------------  --------------
    TOTAL REVENUES                                          4,555             96,744       1,419,859 
                                                 -----------------  -----------------  --------------

COSTS AND EXPENSES
  Research and Development                                  4,555             28,202       1,614,907 
  General and Administrative                               83,094            100,611       2,686,341 
                                                 -----------------  -----------------  --------------
    TOTAL COSTS AND EXPENSES                               87,649            128,813       4,301,248 
                                                 -----------------  -----------------  --------------
    INCOME (LOSS) FROM OPERATIONS                         (87,649)          (128,813)     (2,881,389)
                                                 -----------------  -----------------  --------------

OTHER INCOME (EXPENSE)
  Expense Reimbursed                                        1,135                  -           4,510 
  Interest Income                                               -                  -          39,495 
  Gain on Sale of  Stock                                        -                  -          31,651 
  Miscellaneous Income                                          -                  -          25,145 
  Loss on Sale of Equipment                                     -                  -         (12,780)
  Gain on Foreclosure                                           -                  -          18,697 
  Settlement of Teaming Agreement                               -                  -          50,000 
  Litigation Settlement                                         -                  -          18,095 
                                                 -----------------  -----------------  --------------
    TOTAL OTHER INCOME                                      1,135                  -         174,813 
                                                 -----------------  -----------------  --------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEMS AND PROVISION FOR INCOME TAXES                    (81,959)           (32,069)     (2,706,576)
PROVISION FOR INCOME TAXES                                      -                  -          (7,000)
                                                 -----------------  -----------------  --------------
    NET INCOME (LOSS) BEFORE
      EXTRAORDINARY ITEMS                                 (81,959)           (32,069)      (,713,576)
 EXTRAORDINARY ITEMS
  Forgiveness of Debt                                           -                  -        (289,940)
  Utilization of Operating  Loss Carry forward                  -                  -           7,000 
    NET INCOME (LOSS)                            $        (81,959)  $        (32,069)     (2,996,516)
                                                 =================  =================  ==============

PER SHARE DATA
  Income (Loss) Before Extraordinary Item                           $         (0.004)
  Extraordinary Items                                                             -- 
                                                                    -----------------
    NET INCOME (LOSS)                                               $         (0.004)
                                                                    =================
  COMMON SHARES OUTSTANDING                                                8,217,000 
                                                                    =================
</TABLE>

                             See accompanying notes
                                        5
<PAGE>
<TABLE>
<CAPTION>

                                         MATERIAL TECHNOLOGIES, INC.
                                        (A Development Stage Company)
                                           STATEMENTS OF CASH FLOWS

                                                                                        From Inception
                                                    For the Three Months Ended        (October 21, 1983)
                                                              March 31,                    Through
                                                       1997               1998          March 31, 1998
                                                 -----------------  ----------------  -------------------
<S>                                              <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                              $        (81,959)  $       (32,069)          (2,996,516)
                                                 -----------------  ----------------  -------------------
  Adjustments to Reconcile Net Income
    (Loss) to Net Cash Provided
    (Used) by Operating Activities
  Depreciation and Amortization                             1,194             1,195              165,689 
  Gain on Sale of Tensiodyne Corporation
      Common Stock                                              -                 -              (17,750)
  Charge off of Deferred Offering Costs                         -                 -               36,480 
  Gain on Foreclosure                                           -                 -              (18,697)
  (Increase) Decrease in Accounts Receivable               (4,555)           25,392              (88,440)
  (Increase) in Employee Advances                               -              (848)                (848)
  (Increase) Decrease in Prepaid Expense                      625                 -                  321 
  Loss on Sale of Equipment                                     -                 -               12,780 
  Issuance of Common  Stock for Services                    2,000                 -              298,435 
  Issuance of Stock for Agreement Modification                  -                 -                  152 
  Forgiveness of Indebtedness                                   -                 -              165,000 
  Increase (Decrease) in Accounts
    Payable and Accrued Expenses                           53,644           (21,811)             563,100 
  Interest Accrued on Note Payable                              -             5,059               44,876 
  Increase in Research and Development
     Sponsorship Payable                                        -                 -              218,000 
  (Increase) in Note for Litigation Settlement                  -                 -              (25,753)
  (Increase) in Deposits                                        -                 -               (2,189)
                                                 -----------------  ----------------  -------------------
    TOTAL ADJUSTMENTS                                      52,908             8,987            1,351,156 
                                                 -----------------  ----------------  -------------------
  NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                   (29,051)          (23,082)          (1,645,360)
                                                 -----------------  ----------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds From Sale of Equipment                               -                 -               10,250 
  Proceeds from Sale of Tensiodyne Corporation
      Common Stock                                              -                 -               17,750 
  Purchase of Property and Equipment                            -                 -             (226,109)
  Proceeds from Foreclosure                                     -                 -               44,450 
  (Increase) in Other Assets                                    -                 -              (69,069)
  Payment for License Agreement                                 -                 -               (6,250)
                                                 -----------------  ----------------  -------------------

  NET CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES                                         -                 -             (228,978)
                                                 -----------------  ----------------  -------------------
</TABLE>


                             See accompanying notes
                                        6
<PAGE>
<TABLE>
<CAPTION>
                                      MATERIAL TECHNOLOGIES, INC.
                                     (A Development Stage Company)
                                        STATEMENTS OF CASH FLOWS

                                                                           From Inception
                                          For the Three Months Ended     (October 21, 1983)
                                           March 31,         March 31,        Through
                                              1997            1998         March 31, 1998
                                       ------------------  ------------  ------------------
<S>                                    <C>                 <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock
Net of Offering Costs                            $78,256   $          -           $832,319
Costs incurred in Offering                             -              -            (31,480)
Sale of Common Stock Warrants                          -              -             18,250
Sale of Preferred Stock                                -              -            258,500
Sale of Redeemable Preferred Stock                     -              -            150,000
Capital Contributions                                  -              -            301,068
Proceeds from Note Payable                             -              -             (5,000)
Loans  From  Officers                             19,000         49,000            524,307
Repayments to Officer                            (63,000)             -           (309,921)
Increase in Loan Payable-Others                        -              -            164,664
                                       ------------------  ------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:             34,256         49,000          1,902,707
                                       ------------------  ------------  ------------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                               5,205         25,918             28,369
BEGINNING BALANCE CASH AND
CASH EQUIVALENTS                                  (2,422)         2,451                  -
                                       ------------------  ------------  ------------------
ENDING BALANCE CASH AND CASH
EQUIVALENTS                            $           2,783   $     28,369  $          28,369
                                       ==================  ============  ==================
</TABLE>


                             See accompanying notes
                                        7
<PAGE>

                            MATERIAL TECHNOLOGY, INC.
                  (FORMERLY TENSIODYNE SCIENTIFIC CORPORATION)
                          (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL ACCOUNTANTS

  NOTE 1. In the opinion of the Company's management, the accompanying unaudited
          ----------------------------------------------------------------------
          financial  statements  contain all  adjustments  (consisting of normal
          ----------------------------------------------------------------------
          recurring accruals) necessary to present fairly the financial position
          ----------------------------------------------------------------------
          of the  Company  as of March  31,  1998 and  1997 and the  results  of
          ----------------------------------------------------------------------
          operations and cash flows for the three month periods then ended.  The
          ----------------------------------------------------------------------
          operating  results  of the  Company  on a  quarterly  basis may not be
          ----------------------------------------------------------------------
          indicative of operating results for the full year.
          --------------------------------------------------

                                        8
<PAGE>

                            MATERIAL TECHNOLOGY, INC.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                   OPERATIONS

RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDED  MARCH 31, 1998 AND 1997
--------------------------------------------------------------------------------

     FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

     During the three month period ended March 31, 1998,  the Company  generated
     approximately  $96,744  under its research and  development  contract  with
     Southwest Research Institute, Inc.

     During the three month period ended March 31, 1997,  the Company  generated
     approximately  $5,690 of which $4,555 was used for research and development
     contract  with  Southwest  Research  Institute,   Inc.  and  $1,135  was  a
     reimbursement for rent and other expenses.

     During the three month periods  ended March 31, 1998 and 1997,  the Company
     incurred  approximately $28,202, and $4,555,  respectively,  in development
     costs all of which related to the above  indicated  contract with Southwest
     Research Institute, Inc

     General and administration  costs were $100,666 and $83,094,  respectively,
     for the  three-month  periods  ended  March 31,  1998 and  1997.  The major
     expenses  incurred  during 1998,  consisted of  Officer's  compensation  of
     $22,500, consulting fees of $19,631, professional fees of $23,879, interest
     expense of $5,739, telephone expense of $5,876, rent expense of $4,244, and
     travel expense of $2,333. The major expenses incurred in 1997, consisted of
     officer's  salaries of  $45,000,  professional  fees of $21,643,  telephone
     expense of $2,800, office expense of $1,869, and rent expense of $3,563.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     Cash  equivalents  as of March 31,  1998 and 1997 were  $28,369 and $2,783,
     respectively.  During  the first  quarter  of 1998,  the  Company  received
     $49,000 from officer loans.  Of the $49,000  borrowed,  $23,082 was used in
     operations  During the first quarter of 1997, the Company  received $19,000
     from officer  loans and $78,256 from the sale of its common  stock.  Of the
     $97,256  received in 1997,  $29,051 was used in operations  and $63,000 was
     used to pay down officer's loans.

                                        9
<PAGE>

     PART II. OTHER INFORMATION

     ITEM 2. CHANGES IN SECURITIES

          On March 26, 1998,  the  Corporation  issued  2,430,000  shares of its
          Class A Common Stock to its President in exchange for the cancellation
          of indebtedness owed him by the Corporation in the amount of $170,000.

          On  April  30,  1998,  the  Corporation  authorized  the  issuance  of
          2,077,060  of its Class A Common  Stock  including  302,190  shares as
          compensation  to Joel  Freedman,  a  Director, 712,163  shares  in the
          renegotiating  of the  licensing  agreement  with  the  University  of
          Pennsylvania  33,280  shares as  consideration  for the reduction in a
          royalty  interest  on the  fatigue  fuse from 20% to 5%,  and  259,427
          shares for services rendered.

Pursuant to the requirements of Securities  Exchange Act of 1934, the registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.


                           Material Technologies, Inc.
                           ---------------------------
                                   Registrant


                           /s/ Robert M. Bernstein
                           ----------------------------------------
                           Robert M. Bernstein, President and Chief
                                Financial Officer


                                       10
<PAGE>