Exhibit 31.1
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           CERTIFICATIONS OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
           -----------------------------------------------------------


I, Robert M. Bernstein, the Chief Executive Officer and  Chief Financial Officer
of Material  Technologies, Inc., certify that:

1. I   have   reviewed  this  quarterly  report  on  Form  10-Q/A  of   Material
Technologies, Inc.;


2. Based on my  knowledge,  this  quarterly  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 issuer 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
issuer and have:


(a) Designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating  to  the  issuer,   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  issuer'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) Disclosed  in this  report any  change  in the registrant's internal control
over  financial reporting that  occurred during  the  registrant's  most  recent
fiscal  quarter  (the registrant's  fourth fiscal  quarter in the case of annual
report) that has materially  affected, or is  reasonably  likely  to  materially
affect, the registrant's internal control over financial reporting; and


5. I have disclosed, based on my most recent evaluation of internal control over
financial  reporting,  to the  issuer's  auditors  and the  audit  committee  of
issuer's board of directors (or persons performing the equivalent functions):

(a) All  significant  deficiencies  or  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely  affect the issuer'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 issuer's  internal  control over
financial reporting.




Date:  September 27, 2005                         /s/ ROBERT M. BERNSTEIN
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                                                  Material Technologies, Inc.
                                                  Chief Executive Officer and
                                                  Chief Financial Officer