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, 2001          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   No
                                                       ---

     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  10,  2001  was  $952,593.

     Documents  incorporated  by  reference-None.


                                        1
<PAGE>
                                      INDEX



                                                                           PAGE
                                                                          ------

Part 1. Financial  Statements

     Balance  Sheets                                                       3 - 4

     Statements  of  Operations  -
        First  Quarter  Ended  March  31,  2000  and  2001  and  from
        the  Company's  inception  (October  21,  1983)  through
        March  31,  2001                                                     5


     Statements  of  Cash  Flows
        First  Quarter  Ended  March  31,  2000  and  2001  and  from
        the  Company's  inception  (October  21,  1983)  through
        March  31,  2001                                                   6 - 7


     Notes  to  Financial  Statements                                        8


     Management's  Discussion  and  Analysis                                 9



Part 2. Other  Information                                                   10


                                        2
<PAGE>
<TABLE>
<CAPTION>
MATERIAL  TECHNOLOGIES,  INC.
(A  Development  Stage  Company)
BALANCE  SHEETS
================================================================================

                                              December 31,          March 31.
                                                 2000                 2001
                                           -----------------  --------------------
                                                                  (Unaudited)
ASSETS
<S>                                        <C>                <C>
  CURRENT ASSETS
    Cash and Cash Equivalents              $           1,954  $                781
    Receivable Due on Research Contract               33,932               157,917
    Receivable from Officer                           22,052                28,422
                                           -----------------  --------------------

      TOTAL CURRENT ASSETS                            57,938               187,120
                                           -----------------  --------------------

  FIXED ASSETS
    Property and Equipment, Net
        of Accumulated Depreciation                    2,990                 2,750
                                           -----------------  --------------------

  OTHER ASSETS
     Intangible Assets, Net of
        Accumulated Amortization                      12,712                12,215
    Investments                                       33,000                33,000
    Refundable Deposit                                 2,136                 2,136
                                           -----------------  --------------------

      TOTAL OTHER ASSETS                              47,848                47,351
                                           -----------------  --------------------

      TOTAL ASSETS                         $         108,776  $            237,221
                                           =================  ====================
</TABLE>


                             See accompanying notes
                                        3
<PAGE>
<TABLE>
<CAPTION>
MATERIAL  TECHNOLOGIES,  INC.
(A  Development  Stage  Company)
BALANCE  SHEETS
==============================================================================================================

                                                                          December 31,           March 31.
                                                                              2000                 2001
                                                                       ------------------  --------------------
                                                                                               (Unaudited)
<S>                                                                    <C>                 <C>
LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
  CURRENT LIABILITIES
    Legal Fees Payable                                                 $         209,306   $            233,548
    Fees Payable to R&D Subcontractor                                             20,474                117,920
    Consulting Fees Payable                                                       50,000                 50,000
    Accounting Fees Payable                                                       26,288                 35,508
    Other Accounts Payable                                                        10,157                 10,718
    Accrued Expenses                                                              24,982                 36,795
    Accrued Officer Wages                                                         40,000                 70,000
    Notes Payable - Current Portion                                               25,688                 25,688
    Loans Payable - Others                                                        54,160                 55,169
                                                                       ------------------  ---------------------

      TOTAL CURRENT LIABILITIES                                                  461,055                635,346

    Payable on Research and
       Development Sponsorship                                                   358,181                374,299
                                                                       ------------------  ---------------------

      TOTAL LIABILITIES                                                          819,236              1,009,645
                                                                       ------------------  ---------------------


  STOCKHOLDERS' EQUITY (DEFICIT)
    Class A Common Stock, $.001 Par Value, Authorized 100,000,000
       Shares, Outstanding 24,618,167 at December 31, 2000, and
       31,068,167 shares at March 31, 2001                                        24,618                 31,068
    Class B Common Stock, $.001 Par Value, Authorized 100,000
       Shares, Outstanding 100, 000 Shares at December 31, 2000, and
       March 31, 2001                                                                100                    100
     Class A Preferred, $.001 Par Value, Authorized  900,000 Shares
       Outstanding 337,471 Shares at December 31, 2000 and March
       31, 2001                                                                      337                    337
    Additional Paid in Capital                                                 5,909,782              6,345,832
    Less Notes Receivable - Common Stock                                      (2,133,251)            (2,173,731)
    Deficit Accumulated During the Development Stage                          (4,512,046)            (4,976,030)
                                                                       ------------------  ---------------------

    TOTAL STOCKHOLDERS' (DEFICIT)                                               (710,460)              (772,424)
                                                                       ------------------  ---------------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
         (DEFICIT)                                                     $         108,776   $            237,221
                                                                       ==================  =====================
</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
                                                        2000                2001              March 31, 2001
                                                  -----------------  -------------------  ---------------------
                                                    (Unaudited)         (Unaudited)            (Unaudited)

REVENUES
<S>                                               <C>                <C>                  <C>
  Sale of Fatigue Fuses                           $              -   $                -   $              64,505
  Sale of Royalty Interests                                      -                    -                 198,750
  Research and Development Revenue                         180,847              264,760               3,248,426
  Test Services                                                  -                    -                  10,870
                                                  -----------------  -------------------  ----------------------
    TOTAL REVENUES                                         180,847              264,760               3,522,551
                                                  -----------------  -------------------  ----------------------

COSTS AND EXPENSES
  Research and Development                                  90,617              210,616               3,082,316
  General and Administrative (Note 2)                      198,809              540,664               5,350,309
                                                  -----------------  -------------------  ----------------------
    TOTAL COSTS AND EXPENSES                               289,426              751,280               8,432,625
                                                  -----------------  -------------------  ----------------------
    INCOME (LOSS) FROM OPERATIONS                         (108,579)            (486,520)             (4,910,074)
                                                  -----------------  -------------------  ----------------------

OTHER INCOME (EXPENSE)
  Expense Reimbursed                                             -                    -                   4,510
  Interest Income                                            1,038               41,150                 186,685
  Interest Expense                                         (15,220)             (17,814)               (263,333)
  Gain on Sale of  Stock                                   251,798                    -                 207,497
  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
                                                  -----------------  -------------------  ----------------------
    TOTAL OTHER INCOME                                     237,616               23,336                 227,184
                                                  -----------------  -------------------  ----------------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEMS AND PROVISION FOR INCOME TAXES                     129,037             (463,184)             (4,682,890)
PROVISION FOR INCOME TAXES                                    (800)                (800)                (10,200)
                                                  -----------------  -------------------  ----------------------
    NET INCOME (LOSS) BEFORE
      EXTRAORDINARY ITEMS                                  128,237             (463,984)             (4,693,090)
 EXTRAORDINARY ITEMS
  Forgiveness of Debt                                            -                    -                (289,940)
  Utilization of Operating  Loss Carry forward                   -                    -                   7,000
                                                  -----------------  -------------------  ----------------------
    NET INCOME (LOSS)                             $        128,237   $         (463,984)             (4,976,030)
                                                  =================  ===================  ======================

PER SHARE DATA
  Basic Income (Loss) Before Extraordinary Item   $            n/a   $              n/a
  Basic Extraordinary Items                                      -                    -
                                                  -----------------  -------------------
    BASIC NET INCOME (LOSS) PER SHARE             $            n/a   $              n/a
                                                  =================  ===================
   WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           14,791,730           27,685,389
                                                  =================  ===================
</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
                                                                   2000              2001           March 31, 2001
                                                             -----------------  --------------  ----------------------
                                                                (Unaudited)       (Unaudited)        (Unaudited)
<S>                                                          <C>                <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                          $        128,237   $    (463,984)            (4,976,030)
                                                             -----------------  --------------  ----------------------
  Adjustments to Reconcile Net Income
    (Loss) to Net Cash Provided
    (Used) by Operating Activities
  Depreciation and Amortization                                           737             737                 175,310
  Interest Income Accrued on Stock Subscription Receivable               (954)        (41,150)               (141,139)
  Bad Debts                                                                 -               -                  50,000
  Gain on Sale of Securities                                         (251,798)              -                (196,596)
  Charge off of Deferred Offering Costs                                     -               -                  36,480
  Charge off of Long-lived Assets due to Impairment                         -               -                  92,919
  Modification of Royalty Agreement                                         -               -                   7,332
  Gain on Foreclosure                                                       -               -                 (18,697)
  (Increase) Decrease in Accounts Receivable                           70,846        (123,985)               (204,917)
  (Increase) Decrease in Prepaid Expense                                    -               -                      53
  Loss on Sale of Equipment                                                 -               -                  12,780
  Issuance of Common  Stock for Services                               48,950         442,500               1,063,897
  Issuance of Stock for Agreement Modification                              -               -                     152
  Forgiveness of Indebtedness                                               -               -                 165,000
  Increase (Decrease) in Accounts
    Payable and Accrued Expenses                                      (98,540)        173,282               1,093,154
  Interest Accrued on Note Payable                                     14,532          17,127                 222,164
  Increase in Research and Development
     Sponsorship Payable                                                    -               -                 218,000
  (Increase) in Note for Litigation Settlement                              -               -                 (25,753)
  (Increase) in Deposits                                                    -               -                  (2,189)
                                                             -----------------  --------------  ----------------------
    TOTAL ADJUSTMENTS                                                (216,227)        468,511               2,547,950
                                                             -----------------  --------------  ----------------------
  NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                               (87,990)          4,527              (2,428,080)
                                                             -----------------  --------------  ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds From Sale of Equipment                                           -               -                  10,250
  Purchase of Property and Equipment                                        -               -                (230,903)
  Proceeds from Sale of Securities                                    251,798               -                 283,596
  Purchase of Securities                                                    -               -                 (90,000)
  Proceeds from Foreclosure                                                 -               -                  44,450
  Investment in Joint Venture                                               -               -                (102,069)
  Payment for License Agreement                                             -               -                  (6,250)
                                                             -----------------  --------------  ----------------------

  NET CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES                                               251,798               -                 (90,926)
                                                             -----------------  --------------  ----------------------
</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,                      Through
                                                         2000               2001             March 31, 2001
                                                   ----------------  ------------------  ----------------------
                                                      (Unaudited)        (Unaudited)          (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                <C>               <C>                 <C>
  Issuance of Common Stock Net of Offering Costs   $             -   $               -   $           1,381,607
  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
  Payment on Proposed Reorganization                             -                   -                  (5,000)
  Loans  From  Officers                                          -               1,600                 737,605
  Repayments to Officer                                    (10,500)             (7,300)               (462,832)
  Increase in Loan Payable-Others                                -                   -                 172,069
                                                   ----------------  ------------------  ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:                      (10,500)             (5,700)              2,519,787
                                                   ----------------  ------------------  ----------------------

NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                                 153,308              (1,173)                    781
BEGINNING BALANCE CASH AND
      CASH EQUIVALENTS                                      62,904               1,954                       -
                                                   ----------------  ------------------  ----------------------
ENDING BALANCE CASH AND CASH
    EQUIVALENTS                                    $       216,212   $             781                     781
                                                   ================  ==================  ======================
</TABLE>


                             See accompanying notes
                                        7
<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 March 31, 2001, and the results of its
          operations  and cash flows for the three-month periods ended March 31,
          2001  and  2000.  The  operating results of the Company on a quarterly
          basis  may  not  be indicative of operating results for the full year.


NOTE 2.   During  the  first  quarter  of 2001, the Company issued its President
          6,000,000  shares  of  its  common  stock  in  lieu of cash payment of
          accrued  salary owed him for the years 1991 through 1995. According to
          the  Board  resolution that authorized the retroactive accrual of this
          compensation,  the  payment  was contingent on the Company's financial
          position  and its ability to pay such amounts.  The shares were valued
          at  $420,000.


                                        8
<PAGE>
                           MATERIAL TECHNOLOGIES, INC.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                   OPERATIONS


RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDED MARCH 31, 2001 AND  2000
--------------------------------------------------------------------------------

     During  the  three-month period ended March 31, 2001, the Company generated
     approximately  $264,760  under  its  research  and development contracts as
     compared  to  $180,847  generated during the three-month period ended March
     31,  2000.

     During  the  three-month periods ended March 31, 2001 and 2000, the Company
     incurred  approximately  $210,616 and $90,617, respectively, in development
     costs  all  of  which  related  to  the  above-indicated  contracts.

     General  and administration costs were $540,664 and $198,809, respectively,
     for  the  three-month  periods  ended  March  31,  2001 and 2000. The major
     expenses  incurred  during  2001 consisted of Officer's salary of $450,000,
     office  salaries  of  $9,903,  consulting  of  $5,998, professional fees of
     $43,636,  telephone  of  $2,060,  and  travel  of  $5,009. Officer's salary
     consists  of  $30,000 of accrued wages and the issuance of 6,000,000 shares
     of  common  stock valued at $420,000 for the amount of accrued compensation
     for  the  years  1991  through  1995.

     The  major  expenses  incurred during 2000, consisted of consulting fees of
     $64,521,  professional  fees of $71,333, officer's compensation of $30,000,
     travel  expenses  of  $14,800, rent expense of $6,033 and office expense of
     $8,285.

     Interest  credited to operations for 2001 and 2000 were $41,150 and $1,038,
     respectively.  Significantly all interest income credited to operations has
     been  accrued  on non-recourse notes due from the Company's president and a
     director  amounting  to  $1,995,000.

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

Cash  and cash equivalents as of March 31, 2001 and 2000 were $781 and $216,212,
respectively.  During the first quarter of 2001, the Company received a total of
$141,669,  which  consisted  of  $140,069  from  its  research  and  development
contracts,  and  advances  from  its President totaling $1,600.  Of the $141,669
received,  $137,142  was used in operations and $7,300 was paid to the Company's
President.

During  the  first  quarter  of  2000, the Company received a total of $503,491,
which consisted of $251,693 from its research and development contracts, and net
proceeds  from  the  sale  of  investment  securities totaling $251,798.  Of the
$503,491 received, $339,683 was used in operations and $10,500 was repaid to the
Company's  President.


                                        9
<PAGE>
     PART  II.  OTHER  INFORMATION


     ITEM  2.  CHANGES  IN  SECURITIES


          In January 2001, the Company issued 250,000 shares of its common stock
          to  consultants  for services rendered, 100,000 shares of common stock
          to  Mr.  John  Goodman, a Director, for services rendered, and 100,000
          shares  to  an  attorney  for  legal  services.

          Under a 1998 resolution, the Board of Directors retroactively adjusted
          its  President's  salary  to $150,000 a year commencing in 1991. Under
          the  resolution,  the  payment  of  the  amount  accrued each year was
          contingent  on the Company's financial position and its ability to pay
          such  amounts  without causing undue hardship to the Company. In March
          2001,  the  Company issued 6,000,000 shares of its common stock to its
          President  as  payment  for the amount of accrued compensation for the
          years  1991  through 1995. The shares issued have certain restrictions
          that  must lapse prior to the President being able to sell or transfer
          the  shares.  The  shares  issued  were  valued  at  $420,000.



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



                                       10
<PAGE>