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

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 3, 2004

                           Material Technologies, Inc.
                           ---------------------------
              Exact Name of Registrant as specified in its charter

Delaware                                33-23617                      95-4622822
--------------------------------------------------------------------------------
State or other jurisdiction            Commission                  IRS Employer
of incorporation                       File Number            Identification No.

11661 San Vicente Blvd., Suite 707, Los Angeles, California                90049
--------------------------------------------------------------------------------
Address of principal executive offices                                  Zip Code

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


Item 4.   Changes in Registrant's Certifying Accountant
-------------------------------------------------------

     (a)  On June 7,  2004,  the  Company  received  Gumbiner,  Savett,  Finkel,
          Fingleson & Rose,  Inc.,  Certified  Public  Accountants  (hereinafter
          "Gumbiner")  letter to the  Commission  stating that it disagrees with
          certain of the Company's  statements  included in the second paragraph
          under Item 4 of its Form 8-K.  This letter is  incorporated  herein as
          Exhibit 16 under Item 7(c).
     (b)  The Company  engaged  Farber & Haas,  LLP  ("Farber") as the principal
          accountant to audit the Company's financial statements effective as of
          June 3,  2004.  The  Company,  as of the  effective  date of  Farber's
          engagement,  did  not  have  discussions  with  Farber  regarding  the
          application of accounting  principles to specified  transactions,  the
          type of audit  opinion to be  rendered  or any  matters  that were the
          subject of disagreement or a reportable event.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
-----------------------------------------------------------------------------

     (c)  Exhibits

          The following exhibit is filed herewith:

          Exhibit Number

          16   Letter,  dated June 7, 2004 from Gumbiner to the  Securities  and
               Exchange Commission :



<PAGE>






                                   SIGNATURES
                                   ----------

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

                                              Material Technologies, Inc.


June 14, 2004                                 By: /s/ Robert M. Bernstein
                                                  ------------------------------
                                                  Robert M. Bernstein, CEO
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{"company-data": {"conformed-name": "MATERIAL TECHNOLOGIES INC /CA/", "cik": "0001036668", "assigned-sic": "3823", "irs-number": "954622822", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-23617", "film-number": "04861782"}, "business-address": {"street1": "11661 SAN VICENTE BOULEVARD", "street2": "SUITE 707", "city": "LOS ANGELES", "state": "CA", "zip": "90049", "phone": "3102085589"}, "mail-address": {"street1": "11661 SAN VICENTE BOULEVARD", "street2": "SUITE 707", "city": "LOS ANGELES", "state": "CA", "zip": "90049"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 3, 2004

                           Material Technologies, Inc.
                           ---------------------------
              Exact Name of Registrant as specified in its charter

Delaware                                33-23617                      95-4622822
--------------------------------------------------------------------------------
State or other jurisdiction            Commission                  IRS Employer
of incorporation                       File Number            Identification No.

11661 San Vicente Blvd., Suite 707, Los Angeles, California                90049
--------------------------------------------------------------------------------
Address of principal executive offices                                  Zip Code

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

Item 4.   Changes in Registrant's Certifying Accountant
-------------------------------------------------------

     (a)  On June 7,  2004,  the  Company  received  Gumbiner,  Savett,  Finkel,
          Fingleson & Rose,  Inc.,  Certified  Public  Accountants  (hereinafter
          "Gumbiner")  letter to the  Commission  stating that it disagrees with
          certain of the Company's  statements  included in the second paragraph
          under Item 4 of its Form 8-K.  This letter is  incorporated  herein as
          Exhibit 16 under Item 7(c).
     (b)  The Company  engaged  Farber & Haas,  LLP  ("Farber") as the principal
          accountant to audit the Company's financial statements effective as of
          June 3,  2004.  The  Company,  as of the  effective  date of  Farber's
          engagement,  did  not  have  discussions  with  Farber  regarding  the
          application of accounting  principles to specified  transactions,  the
          type of audit  opinion to be  rendered  or any  matters  that were the
          subject of disagreement or a reportable event.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
-----------------------------------------------------------------------------

     (c)  Exhibits

          The following exhibit is filed herewith:

          Exhibit Number

          16   Letter,  dated June 7, 2004 from Gumbiner to the  Securities  and
               Exchange Commission :
SIGNATURES
                                   ----------

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

                                              Material Technologies, Inc.

June 14, 2004                                 By: /s/ Robert M. Bernstein
                                                  ------------------------------
                                                  Robert M. Bernstein, CEO