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                                                           SEC FILE NUMBER

                                                             CUSIP NUMBER
                                                              5766 78 205

                                  UNITED STATES
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one):  [X] Form 10-K  [ ] Form 20-K  [ ] Form 10-Q  [ ] Form N-SAR

     For Period Ended:      December 31, 2003

     [ ]  Transition Report on Form 10-K
     [ ]  Transition Report on Form 20-K
     [ ]  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:


Material Technologies, Inc.
Full Name of Registrant

Former Name if Applicable

11661 San Vicente Blvd., #707
Address of Principal Executive Office (Street and Number)

Los Angeles, CA  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)

         |(a)  The reason  described  in  reasonable  detail in Part III of this
         |     form  could  not be  eliminated  without  unreasonable  effort or
         |     expense
         |(b)  The subject annual report,  semi-annual report, transition report
         |     on Form  10-K,  Form  20-F,  Form 11-K or Form  NSAR,  or portion
      [X]|     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.


State below in reasonable detail 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.

     Due  to  a  change  in  the  Registrant's   auditor,   Registrant  has  had
     insufficient  time to review  the  Annual  Report on Form 10-K for the year
     ended  December 31,  2003,  and  requests  additional  time to conduct that


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

         Mr. Robert M. Bernstein           (310)               208-5589
     -------------------------------   -------------   ------------------------
                 (Name)                 (Area Code)       (Telephone Number)

(2)  Have all other  periodic  report  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).
                                                             Yes [X]   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
                                                             Yes [ ]   No [X]

     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 29, 2004                           By  /s/ Robert M. Bernstein
    ---------------------------                   ------------------------------
                                                    Robert M. Bernstein, CEO

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.

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

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. SEC 1344 (02-02)