<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A


(Mark  One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30,  2002
[  ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
For  the  transition  period  from  to


                                    33-23617
                            (Commission file number)


                          MATERIAL TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)



                                    DELAWARE
                          (State or other jurisdiction
                        of incorporation or organization)


                                   95-4622822
                                  (IRS Employer
                              Identification No.)

                          11661 SAN VICENTE BOULEVARD
                                    SUITE 707
                          LOS ANGELES, CALIFORNIA 90049
                    (Address of principal executive offices)



                                 (310) 208-5589
                          (Issuer's telephone number)

   (Former name, former address and former fiscal year, if changed since last
                                    report)


[X]

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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.

                      APPLICABLE ONLY TO CORPORATE ISSUERS


The  number  of  shares  outstanding  of  each of the issuer's classes of common
equity; as  of  September  30,  2002:

Class A Common Stock - 76,194,623 shares outstanding, 102,000,000 shares
                       held in reserve
Class  B  Common  Stock  -  100,000  shares  outstanding
Class  A  Preferred  -  487,471  shares  outstanding



<PAGE>
                           MATERIAL TECHNOLOGIES, INC.

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                             INDEX


                                                                                            Page
                                                                                           Number
<S>         <C>                                                                            <C>
Item  1.     Financial  Statements
             Independent  Accountant's  Review  Report                                        3
             Balance  Sheets                                                                  4
             Statements  of  Operations                                                       6
             Third  Quarter  Ended  September  30,  2001  and  2002  and  from  the
             Company's  inception  (October  21,  1983)  through  September  30,  2002
             Statement  of  Cash  Flows                                                       7
             Third  Quarter  Ended  September  30,  2001  and  2002  and  from  the
             Company's  inception  (October  21,  1983)  through  September  30,  2002
             Notes  to  Financial  Statements                                                 9
Item  2.     Management's  Discussion  and  Analysis  of  Financial  Condition
             and  Results  of  Operations                                                     10
Part  II.    OTHER  INFORMATION
Item  1.     Legal  Proceedings                                                               12
Item  2.     Change  in  Securities  and  Use  of  Proceeds                                   12
Item  3.     Defaults  Upon  Senior  Securities                                               12
Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders                      12
Item  5.     Other  Information                                                               12
Item  6.     Exhibits  and  Reports  on  Form  8-K                                            12
SIGNATURES                                                                                    13
</TABLE>


<PAGE>
                       INDEPENDENT ACCOUNT'S REVIEW REPORT


To  the  Board  of  Directors
Material  Technologies,  Inc.


We have reviewed the accompanying balance sheet of Material Technologies, Inc(a
development  stage company) as of September 30, 2002, and the related statements
of  operations  and  cash flows for the three-month and nine-month periods ended
September  30, 2001 and 2002 and from the Company's inception (October 21, 1983)
through September 30, 2002. These financial statements are the responsibility of
the  Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
the financial data and making inquiries of persons responsible for financial and
accounting  matters.  It  is  substantially  less  in  scope  than  an  audit in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the  financial  statements  referred  to  above  for them to be in
conformity  with  generally  accepted  accounting  principles.


s/  Jonathon  P.  Reuben  CPA
Jonathon  P.  Reuben,
Certified  Public  Accountant
October  31,  2002


                                        3

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)


BALANCE  SHEETS
<TABLE>
<CAPTION>




                                      DECEMBER 31, 2001   SEPTEMBER 30, 2002
<S>                                  <C>                  <C>
                                                              (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents            $           174,469  $           243,438
Receivable due on research contract              285,677                8,362
Receivable from officer                           35,880                    -
Prepaid expenses                                       -                    -
TOTAL CURRENT ASSETS                             496,026              251,800
FIXED ASSETS
Property and equipment,
net of accumulated depreciation                    2,708               28,816
OTHER ASSETS
Intangible assets,
net of accumulated amortization                   15,663               13,395
Refundable deposit                                 2,348                2,348
TOTAL OTHER ASSETS                                18,011               15,743
TOTAL ASSETS                         $           516,745  $           296,359
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                        4

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)


BALANCE  SHEETS
<TABLE>
<CAPTION>




                                                             DECEMBER 31, 2001    SEPTEMBER 30, 2002
                                                                                              (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
<S>                                                         <C>                  <C>
Legal fees payable                                          $          282,950   $         1,758,113
Fees payable to R&D subcontractor                                      196,043                     -
Consulting fees payable                                                  5,525                     -
Accounting fees payable                                                 42,417                28,305
Other accounts payable                                                   8,801                 9,818
Accrued expenses                                                        43,213                40,269
Accrued officer wages                                                   70,000                36,115
Notes payable - current portion                                         25,688                25,688
Payable on research and development sponsorship                        422,653               479,712
Loans payable - others                                                  57,406                59,353
TOTAL CURRENT LIABILITIES                                            1,154,696             2,437,373
STOCKHOLDERS' EQUITY (DEFICIT)
Class A Common stock, $.001 par value, authorized
200,000,000 shares; 102,433,378 shares issued,
42,433,378 shares outstanding, and 60,000,000
shares held in reserve at December 31, 2001,
and 178,194,623 shares issued, 76,194,623 shares
outstanding, and 102,000,000 shares held in reserve
at September 30, 2002                                                   42,433                76,195
Class B Common Stock, $.001 par value, authorized
100,000 shares, outstanding 100,000 shares at
December 31, 2001 and September 30, 2002                                   100                   100
Class A Preferred, $.001 par value, authorized 50,000,000
outstanding 337,471 shares at December 31, 2001, and
487,471 shares at September 30, 2002                                       337                   487
Additional paid-in capital                                           6,995,412             8,364,504
Less notes receivable - common stock                                  (731,549)             (764,413)
Deficit accumulated during development stage                        (6,944,684)           (9,817,887)
TOTAL STOCKHOLDERS' (DEFICIT)                                         (637,951)           (2,141,014)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)               $          516,745   $           296,359
</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                        5

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)


STATEMENTS  OF  OPERATIONS

<TABLE>
<CAPTION>


                                                                                              FROM INCEPTION
                                                                                              (OCTOBER 21,
                                                                                               1983)
                                      FOR THE THREE MONTHS ENDED   FOR THE NINE MONTHS ENDED     THROUGH
                                       SEPTEMBER  30,              SEPTEMBER  30,              SEPTEMBER 30,
                                      2001           2002          2001          2002          2002
                                       (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
REVENUES
<S>                                    <C>           <C>           <C>           <C>           <C>
Sale of fatigue fuses                  $         -   $         -   $         -   $         -   $    64,505
Sale of royalty interests                        -             -             -             -       198,750
Research and development revenue           427,004             -     1,038,060       461,323     5,024,812
Test services                                    -             -             -             -        10,870
TOTAL REVENUES                             427,004             0     1,038,060       461,323     5,298,937
COSTS AND EXPENSES
Research and development                   356,706       123,932       828,326       508,195     4,664,823
General and administrative                 258,597     2,190,699     2,402,032     2,799,781    10,334,974
TOTAL COSTS AND EXPENSES                   615,303     2,314,631     3,230,358     3,307,976    14,999,797
INCOME (LOSS) FROM OPERATIONS             (188,299)   (2,314,631)   (2,192,298)   (2,846,653)   (9,700,860)
OTHER INCOME (EXPENSE)
Expense reimbursed                               -             -             -             -         4,510
Interest income                             11,487        11,947        89,933        36,057       283,875
Interest expense                           (17,617)      (21,095)      (52,851)      (61,807)     (377,794)
Gain on sale of stock                            -             -             -             -       207,497
Loss on abandonment of joint venture             -             -             -             -       (33,000)
Miscellaneous income                             -             -             -             -        25,145
Loss on sale of equipment                        -             -             -             -       (12,780)
Gain on foreclosure                              -             -             -             -        18,697
Modification of royalty agreement                -             -             -             -        (7,332)
Settlement of teaming agreement                  -             -             -             -        50,000
Litigation settlement                            -             -             -             -        18,095
Utilization of Operating Loss
 Carryforward                                    -             -             -             -         7,000
TOTAL OTHER INCOME                          (6,130)       (9,148)       37,082       (25,750)      183,913
NET INCOME (LOSS) BEFORE
EXTRAORDINARY
ITEMS AND PROVISION FOR INCOME
 TAXES                                    (194,429)   (2,323,779)   (2,155,216)   (2,872,403)   (9,516,947)
PROVISION FOR INCOME TAXES                       -          (800)         (800)         (800)      (11,000)
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS                       (194,429)   (2,324,579)   (2,156,016)   (2,873,203)   (9,527,947)
EXTRAORDINARY ITEMS
Forgiveness of debt                              -             -             -             -      (289,940)
NET (LOSS)                             $  (194,429)  $(2,324,579)  $(2,156,016)  $(2,873,203)  $(9,817,887)
PER SHARE DATA
Income (Loss) Before
 Extraordinary Item                    $     (0.05)  $     (0.06)  $     (0.07)  $     (0.05)
Extraordinary Items                              -             -             -             -
NET INCOME (LOSS)                      $     (0.05)  $     (0.06)  $     (0.07)  $     (0.05)
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                             39,032,997    31,272,062    54,377,617
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                        6

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)


STATEMENTS  OF  CASH  FLOWS

<TABLE>
<CAPTION>


                                                                                                       FROM INCEPTION
                                                                                                      (OCTOBER 21, 1931)
                                               FOR THE THREE MONTHS ENDED  FOR THE NINE MONTHS ENDED     THROUGH
                                               SEPTEMBER  30,              SEPTEMBER  30               SEPTEMBER 30,
                                               2001          2002          2001          2002          2002
                                               (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
<S>                                            <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                              $  (194,429)  $(2,324,579)  $(2,156,016)  $(2,873,203)  $(9,817,887)
Adjustments to reconcile net income
(loss) to net cash provided
(used) by operating activities
Depreciation and amortization                          738         3,650         2,211         5,768       183,633
Accrued interest income                            (11,488)      (10,960)      (89,932)      (32,864)     (231,151)
Gain on sale of stocks                                   -                                                (196,596)
Gain on foreclosure                                      -                                                 (18,697)
Charge off of deferred offering costs                    -                                                  36,480
Charge off of long-lived assets
due to impairment                                        -                                                  92,919
Loss on sale of equipment                                -                                                  12,780
Modification of royalty agreement                        -                                                   7,332
Issuance of common stock for services              120,250       419,850       596,500       761,417     2,199,692
Issuance of stock for agreement modification             -                                                     152
Forgiveness of indebtedness                              -                                                 215,000
(Increase) decrease in accounts receivable          81,108        57,244      (152,251)      277,315       (58,690)
Charge off of investment in joint venture                -                           -                      33,000
Officers' and directors' compensation
on stock subscriptions modification                                          1,500,000                   1,500,000
(Increase) decrease in prepaid expenses                  -      (109,166)            -             -          (159)
Increase (decrease) in accounts payable
and accrued expenses                               (85,145)    1,445,505       184,928     1,283,944     2,471,558
Interest accrued on notes payable                      811           649         2,434           642       273,397
Increase in research and development
sponsorship payable                                 16,118        19,020             -        57,059       275,059
(Increase) in note for litigation settlement                                    48,354             -       (25,753)
(Increase) in deposits                                                               -             -        (2,189)
TOTAL ADJUSTMENTS                                  122,392     2,044,124     2,092,244     2,353,281     6,767,767
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES                               (72,037)     (280,455)      (63,772)     (519,922)   (3,050,120)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment                          -             -             -             -        10,250
Purchase of property and equipment                  (5,600)            -        (5,600)      (29,608)     (266,472)
Proceeds from sale of stocks                             -             -             -             -       283,596
Purchase of stocks                                       -             -             -             -       (90,000)
Investment in joint ventures                             -             -             -             -      (102,069)
Proceeds from foreclosure                                -             -             -             -        44,450
Payment for license agreement                            -             -             -             -        (6,250)
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES                                (5,600)            -        (5,600)      (29,608)     (126,495)
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                        7

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)


STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>


                                                                                              FROM INCEPTION
                                                                                             (OCTOBER 21, 1983)
                                       FOR THE THREE MONTHS ENDED  FOR THE SIX MONTHS ENDED      THROUGH
                                       SEPTEMBER  30,              SEPTEMBER  30,              SEPTEMBER 30,
                                       2001          2002          2001          2002          2002
                                       (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
<S>                                    <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock               $   230,309   $   166,850   $   230,309   $   797,430   $ 2,545,163
Costs incurred in Offering                 (47,281)      (29,035)      (47,281)     (149,231)     (260,270)
Sale of common stock
 warrants                                        -             -             -             -        18,250
Sale of preferred stocks                         -             -             -             -       258,500
Sale of redeemable
 preferred stock                                 -             -             -             -       150,000
Capital contributions                            -             -             -             -       301,068
Payment on proposed
reorganization                                   -             -             -             -        (5,000)
Loans from officers                            500             -        14,800             -       778,805
Repayments to officer                      (10,000)            -       (28,800)      (29,700)     (538,532)
Increase (decrease) in
 loans - other                                   -             -             -             -       172,069
CASH FLOWS FROM FINANCING ACTIVITIES       173,528       137,815       169,028       618,499     3,420,053
NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS                                95,891      (142,640)       99,656        68,969       243,438
BEGINNING BALANCE CASH
 AND CASH EQUIVALENTS                        5,719       386,078         1,954       174,469             -
ENDING BALANCE CASH
 AND CASH EQUIVALENTS                  $   101,610   $   243,438   $   101,610   $   243,438   $   243,438
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                        8

<PAGE>

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS


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
September 30, 2001 and 2002 and the results of operations and cash flows for the
three-month  and  nine-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.

Note  2.

In  July  2002, the Company settled its pending lawsuit with Stephen Beck. Under
the  terms  of the settlement, Mr. Beck received 1,000,000 shares of the Company
common  stock.  The  shares  issued  are  non-dilutive  for a period of eighteen
months.  Pursuant  to  the terms of the settlement, the Company placed 2,000,000
shares  of  its  common  stock in escrow from which shares will be withdrawn and
issued  to  him  in  order that his interest in the Company will remain constant
during  the  eighteen-month  period.  Upon expiration of the eighteen month, the
remaining  shares  held  in  escrow  will be returned to the Company's treasury.

In  addition,  pursuant to the agreement that the Company had with the attorneys
who  represented  it  in  this matter, a contingent fee of $1,481,895 became due
them  upon  settlement  of  the  case.  This fee, however, is payable out of the
Company's earnings derived before interest, taxes, depreciation and amortization
(EBIDA),  limited each year to 25% of EBIDA. Unpaid amounts owed towards the fee
accrue  interest  at  a  rate  of  6%  per  annum  until  paid  in  full.

Note  3.

In  the  third  quarter  of  2002, the Company issued 50,000 shares of preferred
stock for $47,500. These preferred shares are convertible into 100,000 shares of
the  Company's  common  stock.

                                        9

<PAGE>
MATERIAL  TECHNOLOGIES,  INC.

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

RESULTS  OF  OPERATIONS

FOR  THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2001  AND  2002

The  Company  had no sales during the nine-month period ended September 30, 2002
or  during  the  nine  month  period  ended  September  30,  2001.

The  Company  generated  $461,323  under  its research and development contracts
during  the  first  three-quarters  of  2002, as compared to $1,038,060 that was
generated  during  the  same  period  in  2001.

Interest  earned  during the first three quarters in 2002 totaled $36,057, which
mostly  consisted  of  accrued  interest earned on promissory notes due from the
Company's  President and a director on stock purchased during the second quarter
of  2000.  Interest  earned  in  2001  amounted  to  $89,933.

During  the  nine  month  period  ended September 30, 2002, the Company incurred
$508,195  in  development  costs of which $440,201 relates to subcontract costs.
The  Company  earned the full amount of its grant from the U.S. Air Force in the
prior  quarter,  but continued its product development during the third quarter.
During  the  same  nine-month  period  in  the  prior year, the Company incurred
$828,326  in  development  costs of which $744,659 related to subcontract costs.

General  and  administrative costs were $2,799,781 and $2,402,032, respectively,
for  the  nine-month  periods  ended  September  30,  2002  and  2001.

The  major  costs  incurred during 2002, included officer's salary of $90,000 of
which  $33,000  was  accrued,  office  salaries of $29,597, professional fees of
$1,916,125, consulting fees of $582,798, travel of $38,290, telephone expense of
$18,919,  rent  of  $21,132,  and  office  expense  of  $25,343.

Of  the  $1,916,125  in  professional fees, $1,481,895 is accrued and due to two
attorneys  in the settlement of the Beck matter. The Company's obligation to pay
this  fee is contingent upon the Company's earnings (See Note 2 to the financial
statements). Also included are legal fees of $367,110 that were paid through the
issuance  of  9,872,100  shares  of  the  Company's  common  stock.

Of  the  $582,798  incurred  in  consulting  fees, $363,147 was paid through the
issuance  of  7,998,918  shares  of the Company's common stock. Also included in
consulting  fees  were  the  1,000,000 shares of the Company's common stock that
were issued in full settlement to Stephen Beck. The 1,000,000 shares were valued
at  $30,000.

The  major  expenses  incurred  during the nine-month period ended September 30,
2001, consisted of $1,500,000 relating to the modification of the amount owed to
the Company by its President and a Director on non-recourse stock subscriptions,
$420,000  of  prior years' compensation due its President that was paid in stock
in  2001,  $147,569  in consulting fees, $90,000 in officer's salary, $97,695 in
professional fees, $16,454 in rent, $11,706 in telephone expense, that were paid
through  the  issuance  of  7,805,000  shares  of  the  Company's  common stock.

Of  the  $351,858  incurred  in  consulting  fees, $155,700 was paid through the
issuance  of  5,190,000  shares  of the Company's common stock. Also included in
consulting fees were the 1,000,000 shares of the Company's common stock that was
issued  in  full settlement to Stephen Beck. The 1,000,000 shares were valued at
$30,000.

The major expenses incurred in 2001, consisted of officer's salaries of $30,000,
office  salaries  of $10,617, consulting fees of $113,066, professional services
of  $46,486,  rent  of  $6,833,  office expense of $13,129, telephone expense of
$6,875,  and  travel  expense  of  $16,674.

Interest  expense  for the three-months ended September 30, 2002 totaled $21,095
as  compared  to  $17,617  incurred  during  the  first  nine-months  of  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash equivalents as of September 30, 2002 and 2001 were $243,438, and
$101,610,  respectively.  During 2002, the Company received $738,638 through its
research contracts, $797,430 through the issuance of Company's common stock,
$1,555 from interest earned on savings. Of the $1,537,623 received, $1,258,560
was used in operations, $29,608 was used in the purchase of equipment, $149,231
was used to pay offering expenses, and $29,700 was repaid to its President. The
Company's revenues from research and development contracts ended during the
third quarter. In order to meet operational expenses with the loss of contract
revenue, the Company is seeking additional financing through the sales of its
equity securities, pending the receipt of any additional contract revenue in the
future.

During  2001,  the  Company  received  $885,808  through its research contracts,
$14,800  through  advances from its President, and $230,309 through the issuance
of  Company's  common  stock.  Of  the $1,130,917 received, $949,580 was used in
operations, $5,600 was used in the development of the Company's website, $47,281
was  used in the selling of the stock and $28,800 was advanced to its President.

                                       11


MATERIAL  TECHNOLOGIES,  INC.

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
During the nine month period ended September 30, 2002, we settled the lawsuits
involving Stephen Beck by agreement dated July 15, 2002. Pursuant to our
settlement agreement, we issued to Mr. Beck 1,000,000 shares of our restricted
common stock with anti-dilution protection for 18 months after the date of the
agreement. The anti-dilution provision requires us to issue additional shares of
common stock, options or warrants to Mr. Beck in order to maintain his relative
ownership of our outstanding common stock, during the 18 month period after the
date of the agreement. As of the date of this prospectus, we have issued
1,000,000 shares of our restricted common stock to Mr. Beck, with a market value
of approximately $45,000 as of the date of settlement. We valued these shares of
restricted stock at $30,000. Pursuant to the settlement, we have also issued
into escrow 2,000,000 shares of restricted common stock to cover the
anti-dilution provisions of the settlement. In addition to the settlement with
Mr. Beck, we agreed to compensate our attorneys handling that case by issuing
them 1,000,000 shares of our restricted common stock and up to $1,500,000 in
cash fees payable only by the delivery to our counsel of 25% of our earnings
before interest, depreciation, taxes and administrative expenses. When we issued
these shares to our attorneys, the shares had a market value of approximately
$45,000, but we discounted the value of these shares due to their restrictions
on resale or transfer.

None

ITEM  2.  CHANGE  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  third  quarter  of  2002,  the Company issued a total of 21,766,640
shares  of its common stock, of which 4,394,560 were sold through a Regulation S
offering  from which the Company received a total of $166,850. 12,995,000 shares
were  issued  to  consultants,  professionals  and others for services rendered,
valued  at  a total of $419,850. 750,000 shares of common stock were returned to
treasury  from  the  grant  issued  to  the  Company's  President,  which  were
subsequently  cancelled.  Also  during  the quarter, 1,542,080 additional shares
were  issued  in  connection with the Regulation S offering and 1,000,000 shares
were  issued to Mr. Stephen Beck as settlement. In addition, 2,000,000 shares of
the  Company's  common  stock were placed in escrow pursuant to the terms of the
settlement  with  Mr.  Beck.

On June 27, 2002, we issued 50,000 shares of our class A preferred stock, par
value $.001 per share, to our legal counsel, Gregory Bartko, in exchange for his
investment of $47,000. On August 12 and 29, 2002, we issued 25,000 shares each
for a total of 50,000 additional shares of our class A preferred stock to Mr.
Bartko, in exchange for his investment of $50,000. The shares received by Mr.
Bartko are convertible at his election into 200,000 shares of our class A common
stock, par value $.001 per share. Mr. Bartko is an accredited investor as
defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, had a pre-existing relationship with us as our legal counsel, and had
access to all information needed for him to make an informed investment
decision. The offers and sale of our class A preferred stock to Mr. Bartko was
exempt from registration under Rule 506 of Regulation D and Section 4(1) of the
Securities Act of 1933.


ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES
             None
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             Not  applicable
ITEM  5.     OTHER  INFORMATION
             None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


  EXHIBITS
  Number  Description

   99.1   Certification  of  Chief Executive Officer and Chief Financial Officer
          Pursuant  to  18  U.S.C.  Section 1350, as adopted pursuant to Section
          302(a)  of  the  Sarbanes-Oxley  Act  of  2002.

REPORTS  ON  FORM  8-K

No  filings  were  made  during  the  period  covered  by  this  report.

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MATERIAL  TECHNOLOGIES,  INC.

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  thereunto  duly  authorized.


MATERIAL  TECHNOLOGIES,  INC.
By:  /s/  Robert  M.  Bernstein
Robert  M.  Bernstein,  President  and  Chief  Financial  Officer


Date:  January  30,  2003






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