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

FORM 12b-25

NOTIFICATION OF LATE FILING

(CHECK ONE):   [X] Form 10-K   [  ] Form 20-F   [  ] Form 11-K   [  ] Form 10-Q   [  ] Form N-SAR

                             For Period Ended:   December 31, 2007                                  

                             [  ]  Transition Report on Form 10-K
                             [  ]  Transition Report on Form 20-F
                             [  ]  Transition Report on Form 11-K
                             [  ]  Transition Report on Form 10-Q
                             [  ]  Transition Report on Form N-SAR

                             For the Transition Period Ended:                                                


READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

                                                                                                                                                                         


PART I - REGISTRANT INFORMATION

Material Technologies, Inc.
Full Name of Registrant
  
Former Name if Applicable
  
11661 San Vicente Blvd., Suite 707
Address of Principal Executive Office (Street and Number)
  
Los Angeles, California  90049
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

       [X]

  (a)       

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[X]

  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

[  ]

  (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.








PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Because we recently engaged a new audit firm, we are unable to complete our financial reports within the prescribed time period without unreasonable effort and expense.

SEC 1344 (05-06)      Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

_______________________________________________________________________________________


PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this notification
  
Robert M. Bernstein
310

208-5589
(Name)
(Area Code)
(Telephone Number)
  
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
[X]  Yes
[  ] No
  
  
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[  ] Yes
[X] No
  
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
  
  


Material Technologies, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

  

Date

 March 28, 2008

By

/s/ Robert M. Bernstein

Robert M. Bernstein, Chief Executive Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)