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) October 1, 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


Section 1. - Registrant's Business and Operations
-------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement
----------------------------------------------------

     (a)

     (1)  On July  23,  2004,  the  registrant  entered  into a  Stock  Purchase
     Agreement  ("Agreement")  with Langley Park  Investments PLC, a corporation
     organized  under the laws of England and Wales  ("Langley").  The Agreement
     was  subject  to a number  of  material  conditions  precedent  before  the
     obligations of any of the parties under the Agreement matured.  The last of
     the  conditions  precedent  was satisfied on October 1, 2004, at which time
     the Agreement  became a binding and  enforceable  obligation of the parties
     thereto.  There is no  material  relationship  between the  registrant  and
     Langley other then the obligations created by the Agreement.

     The Agreement  obligates the registrant to issue and sell eight million six
     hundred sixty-six thousand six hundred and sixty-six  (8,666,666) shares of
     registrant's  Common Stock par value $.001 (the  "Shares") to Langley for a
     purchase  price of $1.50 per share (the  "Purchase  Price").  The  Purchase
     Price for the Shares is  represented  by the issuance to the  registrant of
     seven  million  one  hundred  fifty-eight  thousand,  five  hundred  ninety
     (7,158,590) shares of 1.0p in Langley (the "Langley  Shares").  The sale of
     Shares  contemplated  in the  Agreement  closed  on  October  1,  2004 (the
     "Closing").




<PAGE>






     Pursuant to the  Agreement,  the  registrant  and Langley  entered  into an
     escrow  agreement  (the  "Escrow  Agreement")  intended to provide  certain
     protections  to each  party in the event the Shares or the  Langley  Shares
     fluctuated in value.  Pursuant to the Escrow  Agreement:  i) the registrant
     deposited one half (1/2) of the Langley  Shares with the  escrowholder  and
     ii) Langley deposited all of the registrant's Shares with the escrowholder.

     If the Market  Value of the Shares on the date  occurring  two years  after
     Closing (the "Two Year  Anniversary")  is less than the Closing Price,  the
                   ---------------------
     registrant  is  required  to sell to Langley  and  Langley is  required  to
     purchase  the  number  of  Langley  Shares  held in  escrow  (the  "Langley
                                                                         -------
     Protection  Shares") equal to (a) the Langley Shares  multiplied by (b) the
     ------------------
     Percentage  Decrease,  at a  purchase  price of 1p per  Langley  Share (the
     "Escrow Purchase Price").  The "Percentage  Decrease" shall be based on the
      ---------------------
     percentage  decrease  in the  Closing  Price of the  Capital  Shares  as it
     relates to "Market  Value".  "Market Value" shall be the average of the ten
     (10)  closing  bid  prices  per  Share  during  the ten (10)  trading  days
     immediately preceding the Two Year Anniversary.

     Within three (3) Business Days of the Two Year  Anniversary of the Closing,
     Langley shall (i) send a notice ("Sale  Notice") to the  registrant and the
                                       ------------
     Escrow Agent of the Langley  Protection Shares to be sold by the registrant
     to Langley,  if any,  and (ii) deposit the Escrow  Purchase  Price with the
     Escrow  Agent,  if  necessary.  Within  fourteen  (14) Business Days of the
     registrant's  and the Escrow Agent's  receipt of the Sale Notice and Escrow
     Agent's  receipt  of  the  Escrow  Purchase  Price,  the  Escrow  Agent  is
     authorized and directed simultaneously (i) to pay the Escrow Purchase Price
     to the registrant,  if any, (ii) to deliver the Langley  Protection Shares,
     if any,  to  Langley  and (iii) to deliver  the  remaining  Langley  Escrow
     Shares, if any, to the registrant.


Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.02 Unregistered Sales of Equity Securities
-------------------------------------------------

     (a)  The  registrant  issued and sold eight  million six hundred  sixty-six
          thousand six hundred and sixty-six  (8,666,666) shares of registrant's
          Common   Stock  par  value  $.001  (the   "Shares")  to  Langley  Park
          Investments  PLC, on October 1, 2004. The total offering price for the
          Shares was $1.50 per share for a total purchase price of  $13,000,000.
          The Shares were sold pursuant to an exemption from registration  under
          Regulation S of the Securities Act.

     (b)  The  registrant  issued and sold fourteen  thousand  seven hundred and
          sixty  (14,760)  shares of  registrant's  Common Stock par value $.001
          (the "Shares") to Lalit Sharma, an individual,  on September 10, 2004.
          The  total  offering  price for the  Shares  was $1.69 per share for a
          total purchase  price of $24,988.  The Shares were sold pursuant to an
          exemption from registration under Regulation S of the Securities Act.




<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.


October 4, 2004                                  By: /s/ Robert M. Bernstein
---------------                                     ----------------------------
                                                     Robert M. Bernstein, CEO
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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) October 1, 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

Section 1. - Registrant's Business and Operations
-------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement
----------------------------------------------------

     (a)

     (1)  On July  23,  2004,  the  registrant  entered  into a  Stock  Purchase
     Agreement  ("Agreement")  with Langley Park  Investments PLC, a corporation
     organized  under the laws of England and Wales  ("Langley").  The Agreement
     was  subject  to a number  of  material  conditions  precedent  before  the
     obligations of any of the parties under the Agreement matured.  The last of
     the  conditions  precedent  was satisfied on October 1, 2004, at which time
     the Agreement  became a binding and  enforceable  obligation of the parties
     thereto.  There is no  material  relationship  between the  registrant  and
     Langley other then the obligations created by the Agreement.

     The Agreement  obligates the registrant to issue and sell eight million six
     hundred sixty-six thousand six hundred and sixty-six  (8,666,666) shares of
     registrant's  Common Stock par value $.001 (the  "Shares") to Langley for a
     purchase  price of $1.50 per share (the  "Purchase  Price").  The  Purchase
     Price for the Shares is  represented  by the issuance to the  registrant of
     seven  million  one  hundred  fifty-eight  thousand,  five  hundred  ninety
     (7,158,590) shares of 1.0p in Langley (the "Langley  Shares").  The sale of
     Shares  contemplated  in the  Agreement  closed  on  October  1,  2004 (the
     "Closing").
Pursuant to the  Agreement,  the  registrant  and Langley  entered  into an
     escrow  agreement  (the  "Escrow  Agreement")  intended to provide  certain
     protections  to each  party in the event the Shares or the  Langley  Shares
     fluctuated in value.  Pursuant to the Escrow  Agreement:  i) the registrant
     deposited one half (1/2) of the Langley  Shares with the  escrowholder  and
     ii) Langley deposited all of the registrant's Shares with the escrowholder.

     If the Market  Value of the Shares on the date  occurring  two years  after
     Closing (the "Two Year  Anniversary")  is less than the Closing Price,  the
                   ---------------------
     registrant  is  required  to sell to Langley  and  Langley is  required  to
     purchase  the  number  of  Langley  Shares  held in  escrow  (the  "Langley
                                                                         -------
     Protection  Shares") equal to (a) the Langley Shares  multiplied by (b) the
     ------------------
     Percentage  Decrease,  at a  purchase  price of 1p per  Langley  Share (the
     "Escrow Purchase Price").  The "Percentage  Decrease" shall be based on the
      ---------------------
     percentage  decrease  in the  Closing  Price of the  Capital  Shares  as it
     relates to "Market  Value".  "Market Value" shall be the average of the ten
     (10)  closing  bid  prices  per  Share  during  the ten (10)  trading  days
     immediately preceding the Two Year Anniversary.

     Within three (3) Business Days of the Two Year  Anniversary of the Closing,
     Langley shall (i) send a notice ("Sale  Notice") to the  registrant and the
                                       ------------
     Escrow Agent of the Langley  Protection Shares to be sold by the registrant
     to Langley,  if any,  and (ii) deposit the Escrow  Purchase  Price with the
     Escrow  Agent,  if  necessary.  Within  fourteen  (14) Business Days of the
     registrant's  and the Escrow Agent's  receipt of the Sale Notice and Escrow
     Agent's  receipt  of  the  Escrow  Purchase  Price,  the  Escrow  Agent  is
     authorized and directed simultaneously (i) to pay the Escrow Purchase Price
     to the registrant,  if any, (ii) to deliver the Langley  Protection Shares,
     if any,  to  Langley  and (iii) to deliver  the  remaining  Langley  Escrow
     Shares, if any, to the registrant.

Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.02 Unregistered Sales of Equity Securities
-------------------------------------------------

     (a)  The  registrant  issued and sold eight  million six hundred  sixty-six
          thousand six hundred and sixty-six  (8,666,666) shares of registrant's
          Common   Stock  par  value  $.001  (the   "Shares")  to  Langley  Park
          Investments  PLC, on October 1, 2004. The total offering price for the
          Shares was $1.50 per share for a total purchase price of  $13,000,000.
          The Shares were sold pursuant to an exemption from registration  under
          Regulation S of the Securities Act.

     (b)  The  registrant  issued and sold fourteen  thousand  seven hundred and
          sixty  (14,760)  shares of  registrant's  Common Stock par value $.001
          (the "Shares") to Lalit Sharma, an individual,  on September 10, 2004.
          The  total  offering  price for the  Shares  was $1.69 per share for a
          total purchase  price of $24,988.  The Shares were sold pursuant to an
          exemption from registration under Regulation S of the Securities Act.
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.

October 4, 2004                                  By: /s/ Robert M. Bernstein
---------------                                     ----------------------------
                                                     Robert M. Bernstein, CEO