UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10K

             [X] ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For  the  fiscal  year  ended  December  31,  2000

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                   (I.R.S.  Employer
      incorporation  or  organization                    Identification  No.)

Suite  707,  11661  San  Vicente  Boulevard,
Los  Angeles,  California                                     90049
(Address  of  principal  executive  offices)               (Zip  Code)

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

Securities  Registered  pursuant  to  Section12(b)  of  the  Act:

     Title  of  each  class          Name  of  each exchange on which registered
     None

           Securities Registered pursuant to Section12(g) of the Act:
                                  Common Stock
                                (Title of Class)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed  by Section13 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
of Regulation S-K (Section 229.405 of this chapter) 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  to  this  Form  10-K.  [ ]

State  the  aggregate  market  value  of  the voting stock and non-voting common
equity  held  by  non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common equity
as  of a specified date within the past 60 days. (See definition of affiliate in
Rule  12b-2  of  the  Exchange  Act.)

The  aggregate  market  value  of the common stock held by non-affiliates of the
registrant  as of March 20, 2001, was $1,428,890 based on the average of the bid
and asked price of $.12 as reported by the OTC electronic bulletin board on such
date.

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  the  last  practicable  date.


                                        1

As  of  March  20, 2001, there were 31,168,167 shares of Common Stock, $.001 Par
Value  issued  and  outstanding.

As  of  March 20, 2001, there were 100,000 shares of Class B Common Stock, $.001
Par  Value  issued  and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the part of
the  Form  10-K  (e.g.,  Part  I,  Part  II,  etc.)  into  which the document is
incorporated:  (1)  Any  annual  report  to  security  holders; (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c)  under  the  Securities Act of 1933.  The listed documents should be clearly
described  for  identification purposes (e.g., annual report to security holders
for  fiscal  year  ended  December  24,  1980).

There  is  no  annual  report,  proxy statement, or prospectus to incorporate by
reference.

The  S-1  Registration Statement for Material Technologies, Inc., effective July
31,  1997  with  exhibits  is  incorporated  by  reference.

                                     PART I
                           MATERIAL TECHNOLOGIES, INC.

ITEM  1.  BUSINESS

Material  Technologies,  Inc. ("Matech"), is engaged in research and development
of  metal fatigue detection, measurement, and monitoring technologies.  As such,
the  Company  is  developing  a  comprehensive  system of monitoring devices for
detecting  structural  stress  and  metal  fatigue  measurement,  and monitoring
technologies.  Matech  is  a  development  stage  company  doing  business  as
Tensiodyne  Scientific  Corporation.

The  Company's  efforts  are  dedicated  to  developing devices and systems that
indicate  the  true  fatigue  status  of  a  metal  component.  The  Company has
developed  two  products.  The  first  is  a small, extremely simple device that
continuously  monitors  fatigue  life  in  a  structural  member. It is called a
Fatigue  Fuse  (FFTM).  The  second is an instrument that is intended to measure
the  amount of fatigue life remaining in an existing structural member.  Nothing
like it currently exists in materials technology.  Further it has the ability to
determine the presence of cracks.  The crack detection modality has a resolution
of a few microns, exceeding the current state of the art by fifty times or more.
It  is  called  an  Electrochemical  Fatigue  Sensor  (EFSTM).  Both devices are
pioneering  technology  in  the  fatigue  field  that  stands  as  cutting-edge
solutions.  They  are  both  well  patented.

Future  products under development are a smart Bridge Management System, a Clamp
Load  Sensor  for  aerospace  products,  and  a  partnering  relationship  for
development  of a Borescope for remote EFS delivery, and a combined Fatigue Fuse
and  Electrochemical  Fatigue  Sensor.

The  Company  believes  the  Fatigue  Fuse,  in  its present state, is ready for
commercialization  in  certain  specified  markets,  but  requires  significant
additional  research  and  development  for  commercialization in other markets.
Matech  is  also  the  exclusive  licensee of the Electrochemical Fatigue Sensor
("EFS"),  which  like the Fatigue Fuse is ready for commercialization in certain
specified  markets, but requires significant additional research and development
for  commercialization  in  other  markets.  The  Fatigue  Fuse  and  the
Electrochemical  Fatigue  Sensor  are  intended  to  measure  the progression of
fatigue  and  the  status  of  fatigue  respectively  in  metal  structures.


                                        2

The  Company  was  formed as a Delaware corporation on March 4, 1997.  It is the
successor  to the business of Material Technology, Inc., a Delaware corporation,
also  doing  business  as Tensiodyne Scientific, Inc., ("Matech 1") and Matech 1
was  the  successor  to  the  business  of  Tensiodyne  Corporation  that  began
developing the Fatigue Fuse in 1983.  The Company's two predecessors, Tensiodyne
Corporation and Matech 1 were engaged in developing and testing the Fatigue Fuse
and,  beginning  in  1993,  developing  the  EFS.

DESCRIPTION  OF  TECHNOLOGIES

BACKGROUND

Fatigue  is  a  consequence of a metal object undergoing repeated cyclic strain.
In  a  commercial  context  this  strain and concomitant stress comes about as a
result  of  a  large number of cycles of loading and unloading.  Sudden fracture
can  result.  Fatigue  damage  and  the  resulting  compromise  of stability and
integrity  of  the  member  experiencing  fatigue  presents  the  potential  for
structural  failure  and  extreme  danger.  Objects such as bridges and airplane
wings  are  subject  to  fatigue, and it is obvious that sudden fracture of such
structures  would  have disastrous results.  It is presently not possible, under
any  generally  acceptable  theory  of fatigue phenomena, to predict by analysis
alone  when  the  limit  is  reached and when a fracture may occur.  Further, in
normal usage, damage occurs cumulatively, at microscopic levels, and can only be
detected  in  the  early  stages  at  a time when dire results can be avoided by
examining  the  microscopic  structure.

This  difficulty  has  caused  designers  of structures subject to fatigue to be
extremely  conservative  by designing structures in a manner which maintains the
stresses  presented  in  critical areas of a structure at a level well below the
known endurance limits of the material employed.  In many instances this results
in  extreme  expense.  In  spite  of this "over designing", catastrophic fatigue
failures  still  occur.  Thus there is a need for a means of measuring the state
of  fatigue  life  since  the  best  available  methods  of  analysis  are  very
inadequate.

THE  FATIGUE  FUSE
------------------

The  Fatigue  Fuse  is designed to be affixed to a structure to give warnings as
preselected  portions  of  the  fatigue life have been used up (i.e., how far to
failure  the  structure  has  progressed).  It  warns  against  a  condition  of
widespread  generalized  cracking  due  to  fatigue.

The  Fatigue  Fuse  is  a  thin  piece  of  metal  similar to the material being
monitored.  It  consists  of  a  series  of parallel metal strips connected to a
common  base,  much  as  fingers  are  attached  to a hand.  Each "finger" has a
different  geometric  pattern  called  "notches"  defining its boundaries.  Each
finger incorporates a design specific notch near the base.  By applying the laws
of physics to determine the geometric contour of each notch, the fatigue life of
each finger is finite and predictable.  When the fatigue life of a finger (Fuse)
is  reached,  the  Fuse  breaks.

By  implementing  different  geometry  for  each  finger in the array, different
increments  of fatigue life are observable.  Typically, notches will be designed
to  facilitate  observing  increments  of  fatigue  life  of  10%  to  20%.  By
mechanically  attaching  or  bonding  these  devices  to  different areas of the
structural  member  of  concern,  the  Fuse  undergoes  the same fatigue history
(strain  cycles)  as  the  structural  member.  Therefore,  breakage  of  a Fuse
indicates  that an increment of fatigue life has been reached for the structural
member.  The  notch  and  the  size and shape of the notch concentrate energy on
each  finger.  The  Fuse  is  intimately  attached  to  the structural member of
interest.  Therefore, the Fuse experiences the same load and wear history as the
member.

Management  believes  that  the  Fatigue  Fuse  will  be  of value in monitoring
aircraft,  ships,  bridges, conveyor systems, mining equipment, cranes, etc.  No
special  training  will  be  needed  to qualify individuals to report any broken
segments  of  the  Fatigue  Fuse  to  the  appropriate engineering authority for
necessary  action.  The  success  of  the  device  is  contingent  upon Matech's
successful  development  and marketing of the Fatigue Fuse, and no assurance can
be  given  that  Matech  will  be  able  to  overcome  the obstacles relating to
introducing  a  new  product to the market.  To determine its ability to produce
and  market the Fatigue Fuse, Matech needs substantial additional capital and no
assurance  can  be  given  that  needed  capital  will  be  available.


                                        3

In  a  new  structure  we  can generally assume there is no fatigue and can thus
design  the  fatigue  fuse  for  100% of its life potential.  But in an existing
structure,  one that experienced loading and wear, we must determine the fatigue
status  of  that  structural member so we can design the Fatigue Fuse to monitor
the  remaining  fatigue  life  potential.  The EFS is dedicated to that purpose.

ELECTROCHEMICAL  FATIGUE  SENSOR  ("EFS")
-----------------------------------------

In  August  1993,  Tensiodyne,  a  predecessor  of the Company, entered into two
agreements, a license agreement and a development agreement, with the University
of  Pennsylvania regarding a new invention designed to measure electrochemically
the  status  of  fatigue  of  a  structure  without knowing the structure's past
loading  history.  Under  the  license  agreement, 12,500 shares of Tensiodyne's
common stock were issued, a 5% royalty on sales of this product was granted, and
under  the  development agreement Tensiodyne agreed to pay $11,112 per month for
18  months,  for a total payment of $200,000.  As of this date, no payments have
been  made  on  this  obligation.  On  December  17,  1997,  the company and the
University modified the terms of the licensing agreement and related obligation.
The  terms  of  the  modified agreements include an increase in the University's
royalty  to  7% of the sale of related products, additional shares of the Common
Stock  to equal 5% of the Company's outstanding stock until the Company receives
an additional $2,000,000 in paid in capital, and to pay to the University 30% of
any amounts the Company raises in excess of $150,000 (excluding amounts received
on  government  grants  or  contracts)  up to $200,000 plus interest at 1.5% per
month  from  June  30,  1997.

The  EFS  is  a  device that employs the principle of electrochemical/mechanical
interaction to measure the state of fatigue damage in a metal structural member.
It is expected to provide a means for determining the fatigue age of that member
so that appropriate action (monitor, replacement, or repair) can be taken before
structural  failure  occurs.

The  EFS  functions by treating the location of interest (the target) associated
with  the  structural  member  as  an  electrode of an electrochemical cell.  To
complete  the  electro-cellular  reaction  an  electrolyte, in the form of a low
corrosion  gel,  is  placed  in contact with the target.  By imposing a constant
voltage-equivalent  circuit  as  the  control  mechanism for the electrochemical
reaction - at the target surface - current flows as a function of stress action.
The  EFS is always a dynamic process; therefore stress action is required, e.g.:
to  measure  a  bridge  structural  member  it is necessary that cyclic loads be
imposed,  as  normal traffic on the bridge would do.  The results are a specific
set  of  current  waveforms  and amplitudes that is expected to characterize and
report  fatigue  damage  (age).

Stress  points  are very often located in difficult-to-get-at places for humans.
Therefore,  it  has  become  desirable  to miniaturize the process and develop a
means  for  delivery to inaccessible areas.  The answer is borescope technology,
that is currently unproven and being developed.  The Company is highly dependent
on  this  technology  for  much  of  its  potential  market.

DEVELOPMENT  OF  TECHNOLOGIES

STATUS  OF  THE  FATIGUE  FUSE
------------------------------

The  development  and  application  sequence for the Fatigue Fuse and EFS is (a)
Basic  Research,  (b)  Exploratory  Development,  (c)  Advanced Development, (d)
Prototype  Evaluation,  (e)  Application Demonstration, and (f) Commercial Sales
and  Service.  The  Fatigue  Fuse  came  first.  The inventor, Professor Maurice
Brull,  conducted  the Basic Research at the University of Pennsylvania.  Matech
conducted the Advanced Development, including variations of the adhesive bonding


                                        4

process,  and  fabricating  a  laboratory-grade  remote  recorder  for  finger
separation  events  that constitute proper functioning of the Fatigue Fuse.  The
next  step,  Prototype  Evaluation  encompassing  empirical  tailoring  of  Fuse
parameters to fit the actual spectrum loading expected in specific applications,
needs  to  be  done.  The  associated  tests  include  both coupon specimens and
full-scale  structural  tests  with  attached  Fuses.  A  prototype  of a flight
qualifiable  operational separation event recorder was designed, fabricated, and
successfully  demonstrated.  The  next  tasks  will be to prepare a mathematical
analysis  for  more  efficient  selection  of  Fuse  parameters and to conduct a
comprehensive  test  program  to  prove  the  ability  of  the  Fatigue  Fuse to
accurately  indicate  fatigue  damage  when  subjected  to  realistically  large
variations  in  spectrum loading.  The final tasks prior to marketing will be an
even  larger  group  of  demonstration  tests.

The  Fatigue  Fuse  is at its final stages of testing and development.  To begin
marketing  the  Fuse  will  take  from  6  to  12  months and cost approximately
$600,000,  including  technical  and  beta  testing  and  final development.  If
testing,  development, and marketing are successful, management estimates Matech
should  begin  receiving revenue from the sale of the Fatigue Fuse within a year
of  receiving  the  $600,000.  Management  cannot estimate the amount of revenue
that  may  be  realized  from  sales  of  the  Fuse.

To  date,  certain  organizations  have  included  Matech's Fatigue Fuse in test
programs.  Already  completed  are  tests  for welded steel civil bridge members
conducted  at  the  University of Rhode Island.  In 1996, Westland Helicopter, a
British  firm, tested the Fatigue Fuse on Helicopters.  That test was successful
with  the  legs  of  the  Fuses  failing  in  sequence  as  predicted.

STATUS  OF  THE  EFS
--------------------

The  EFS  currently has certain limitations.  To obtain meaningful measurements,
the  process requires that at least 50% of the fatigue life has occurred.  Also,
the  process  has  only  been  perfected  for  commercial use with mild and soft
steels.  This  limits  the use of EFS presently to such applications as bridges,
ships,  cranes, etc.  Use in more exotic structures such as aircraft and turbine
engines  is  currently  precluded.  Although  there  is  a  vast body of testing
supporting  successful use of this methodology, for selected aluminum alloys, to
date,  there has not been any confirmed success in aircraft and turbine engines.
Management  cannot  assure  that  the  method  will  work  in  the  field.

GOVERNMENT  FUNDING

In August 1996, the Company executed a teaming agreement with Southwest Research
Institute  (SWRI) and the University of Pennsylvania (the Team) for research and
development  efforts.  On February 25, 1997, the team was awarded a $2.5 million
Phase  I  contract to "determine the feasibility of the EFS to improve the U. S.
Air  Force  capability  to  perform durability assessments of military aircraft,
including  air frames and engines through the application of the EFS to specific
military  aircraft  alloys."  Matech's  share  of  this  award was approximately
$550,000.  On June 18, 1998 the team was awarded a second contract in the amount
of  $2,061,642  to  "determine the applicability of the EFS to improve the U. S.
Air  Force  capability  to  perform durability assessments of military aircraft,
including  both  air  frames  and  engines through the application of the EFS to
specific  military  aircraft  alloys."  Matech's  share  of  this  award  is
approximately  $350,000.  On  February 5, 1999_a third contract in the amount of
$2,000,000  was awarded to Matech to continue and expand the efforts for turbine
engines.  Matech's  share  is  approximately  $400,000.  A  fourth  contract was
awarded on November 3rd, 2000 to continue the borescope and EFS technologies, as
well  as alternate means of fatigue sensing.  Matech's share of this contract is
approximately  $500,000.


                                        5

Accordingly,  over  the  last  4 years approximately $8.5 million was awarded to
research  and develop the EFS.  The results of this research are encouraging and
provide  a  basis for the Company and its research partners to obtain additional
funding.  No  assurance  can  be  given,  however,  that  such  funding  will be
received.

The  Company  continues  in  its  efforts  to raise funds from numerous sources,
including  various  state  and  federal  governmental agencies and/or private or
public  offerings of securities.  At this time, however, the Company has no firm
agreements.

COMMERCIAL  APPLICATIONS  OF  THE  COMPANY'S  TECHNOLOGIES

No  commercial  application  of Matech's products has been arranged to date, but
the  technology  has  matured  to  a  point  where  it  can,  in  the opinion of
management, be applied to certain markets.  Matech's technology is applicable to
many  market  sectors  such  as  bridges and aerospace as well as ships, cranes,
power  plants,  nuclear  facilities,  chemical  plants, mining equipment, piping
systems,  and "heavy iron."  Matech has chosen to begin commercialization, in an
alliance  with another party, in the bridge market.  Preliminary discussions are
underway.  The  second  market  sector  that  will be pursued is aerospace.  The
aerospace  industry is concerned with aluminum alloys and titanium alloys.  This
market  opportunity will follow a different time line, budget, and market model.
There  can  be  no  assurance  of  success  until the technology is successfully
installed  in  the  field  and  passed  required  testing  and  validation.

THE  BRIDGE  MARKET

In the U.S. alone there are over 610,000 bridges of which over 260,000 are rated
by the Federal Highway Administration as requiring major repair, rehabilitation,
or  replacement.  Although  there are normal business imperatives, the market is
essentially  macro-economically and government policy driven.  In the opinion of
management,  "only technology can provide the solution".  The need for increased
spending  accelerates  significantly each year as infrastructure ages.  Analysis
by  infrastructure  economic  experts,  including  the  Federal  Highway
Administration,  confirms  that  $9  billion per year, for bridges alone, is the
minimum  required  to  maintain  the status quo.  Since that amount has not been
available,  and  a  backlogged repair bill of more than $358 billion has already
accrued,  greater efficiencies in the management of current budgets are the only
solution.  In  the  1991 ISTEA initiative (Intermodal Surface Transportation and
Efficiency  Act)  and  recently  in  the  $200  billion  1998  TEA-21 initiative
(Transportation  Equity  Act)  Bridge Management Systems have been mandated as a
matter  of  policy.

MANUFACTURING

Certain  manufacturers  are  capable  of  producing  the Fatigue Fuse and EFS at
reasonable cost.  No assurance can be given, however, that these devices will be
successfully  manufactured,  that  they  can be commercially produced, that they
will  perform  to  Management's  expectations, or that they will be successfully
marketed.  Moreover,  significant  competition  may  develop.

PATENTS

Matech  is  the  assignee  of  four  patents  originally  issued  to  Tensiodyne
Corporation.  The first was issued on May 27, 1986, and expires on May 27, 2003.
It is titled "Device for Monitoring Fatigue Life" and bears United States Patent
Office  Numbers 4,590,804.  The second patent, titled "Method of Making a Device
for Monitoring Fatigue Life" was issued on February 3, 1987 and expires February
3, 2004, United States Patent Office Number 4,639,997.  The third patent, titled
"Metal Fatigue Detector" was issued on August 24, 1993 and expires on August 24,
2010,  United States Patent Number 5,237,875.  The fourth patent, titled "Device
for  Monitoring  the  Fatigue Life of a Structural Member and a Method of Making
Same,"  was  issued on June 14, 1994 and expires on June 14, 2011, United States
Patent  Number  5,319,982.  In  addition, the Company owns a fifth patent titled
"Device  for  Monitoring the Fatigue Life of a Structural Member and a Method of
Making  Same"  with  United  States  Patent  Number  5,425,274.


                                        6

PRODUCT  DISTRIBUTION  METHODS

Provided  there  are  funds to support such activities, as to which no assurance
can be given, Matech intends to exhibit the Fatigue Fuse and the Electrochemical
Fatigue  Sensor  at  various  aerospace  trade  shows  and  will also market its
products  directly  to  end users, including aircraft manufacturing and aircraft
maintenance  companies,  crane  manufactures  and  operators,  certain  state
regulatory  agencies  charged  with  overseeing  bridge  maintenance,  companies
engaged  in  manufacturing  and  maintaining  large  ships  and tankers, and the
military.  Although  management intends to undertake marketing, dependent on the
availability  of  funds, within and with out the United States, no assurance can
be  given  that  any  such  marketing  activities  will  be  implemented.

COMPETITION

Other  technologies  exist  which indicate fatigue damage.  Single cracks larger
than  a  minimum  size can be found by nondestructive inspection methods such as
dye  penetrant,  radiography,  eddy current, acoustic emission, and ultrasonics.
Tracking  of load and strain history, to subsequently estimate fatigue damage by
computer  processing,  is  possible  with  recording  instruments such as strain
gauges  and  counting accelerometers.  These methods have been used for 40 years
and  also  offer  the  advantage  of having been accepted in the market, whereas
Matech's  products  remain  largely  unproven  for some currently indeterminable
period.  Companies  marketing  these  alternate  technologies  include Magnaflux
Corporation,  Kraut-Kermer-Branson,  Dunegan-Endevco,  and  MicroMeasurements.
These  companies  have  more  substantial  assets,  greater experience, and more
resources  than  Matech,  including  but not limited to established distribution
channels and an established computer base.  The familiarity and loyalty to these
technologies  may  be  difficult  to  dislodge.  Because  Matech is still in its
development  stage,  it  is  unable  to predict whether its technologies will be
successfully  developed  and  commercially  attractive  in  potential  markets.

EMPLOYEES

The  Company  has three  employees,  Robert  M.  Bernstein,  President and Chief
Executive  Officer,  a Secretary, and one part time engineer.  In  addition, the
Company  retains  consultants  for  specialized  work  such as an accountant who
oversees  the  Company's  government  contracts.

ITEM  2.  PROPERTIES

The Company leases an office at 11661 San Vicente Blvd., Suite 707, Los Angeles,
California,  90049.  The  space consists of 830 square feet and will be adequate
for  the  Company's current and foreseeable needs.  The total rent is payable at
$2,137  per month through May 31, 2001, and increases to $2,348 on June 1, 2001,
and  expires  on  June  1,  2002.

Matech owns a remote monitoring system and certain equipment that was being used
by  the  University of Pennsylvania for instructional and testing purposes.  The
Company  determined  that  the  system  has no future use and probably cannot be
sold.  Therefore,  the  Company charged its full costs of $97,160 to operations,
which  are  included  in  general  and  administrative  expenses.

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  not  presently  involved  in  any  legal  proceedings  that in
management's  opinion  might  have  a  material  effect  on  the  Company.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

NONE


                                        7

                                     PART II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  common stock is traded on the NASDAQ Bulletin Board.  Its symbol
is  MTEY.

From  January  1999  through December 31, 2000, Matech's Common Stock was quoted
between  a  low  bid of $.10 per share and a high bid of $2.875 per share on the
NASDAQ  Bulletin  Board.  Such  over-the-counter quotations reflect inter-dealer
prices,  without  retail markup, markdown, or commission and may not necessarily
represent  actual  transactions.  The following chart shows the high and low bid
prices  per  share  per  calendar  quarter  from  January 1999 to December 2000.



                     High Bid Price (1)   Low Bid Price (1)
                                   
First Quarter 1999   $             .625  $             .218
Second Quarter 1999  $             .625  $              .37
Third Quarter 1999   $             .625  $              .32
Fourth Quarter 1999  $             1.75  $             .375
First Quarter 2000   $            2.875  $             .343
Second Quarter 2000  $            1.437  $              .42
Third Quarter 2000   $              .54  $              .22
Fourth Quarter 2000  $             .312  $              .13

(1)All  bid  prices  were  supplied  to  the  Company  by  Smith  Barney.


On  January  31,  2001, there were 479 holders of record of the Company's common
stock  and  one  holder  of  its  Class  B  Common  Stock.

No  dividends  on  any of the Company's shares were declared or paid during 1999
nor  are  any  dividends  contemplated  in  the  foreseeable  future.

At  various times during 2000 the Company issued Common Stock to various persons
relying  on  Section4(2)  of  the  Securities  Act of 1933.  Each and every such
person  has  been associated with the Company in some way, is sophisticated, and
is  familiar  with  the  Company,  its  business,  and  its  financial position.

On  January  12, 2000, the Board authorized the issuance of up to 110,000 shares
of Common Stock to a group of approximately 22 investors who were defrauded by a
former  consultant  to  the  Corporation  in exchange for an assignment of their
claims  to  the Corporation and a release of all claims against the Corporation.
During  January,  February, and August 2000, the Company issued 65,028 shares of
its common stock to these investors in exchange for an assignment and release of
claims.

On January 27, 2000, the Board authorized the Corporation to issue 40,000 shares
of  Class B Common Stock to Robert M. Bernstein in exchange for 40,000 shares of
Common  Stock.  On  March 21, 2000, Mr. Bernstein returned to the Company 40,000
shares of Common stock in exchange for receiving 40,000 shares of Class B common
stock.  Mr.  Bernstein,  therefore,  owns 100,000 shares of Class B Common Stock
that  has  500 votes per share.  Therefore, Mr. Bernstein's Class B Common Stock
has  50  million  votes  and  gives  him  effective  control  of  the  Company.

On  January  31,  2000,  the  Board  authorized the issuance of 50,000 shares of
Common  Stock  to  David  Haberman,  a  new member of the Corporation's advisory
board.

On  February  8,  2000,  the  Board  authorized the issuance of 10,000 shares of
Common  Stock  to  a  consultant  for  services.

On  February  14,  2000,  the Board authorized an amendment to the Corporation's
Articles  of Incorporation increasing the authorized shares of Common Stock from
30  million  to 100 million shares.  On that same day, by consent, Mr. Bernstein
and  Mr.  Freedman  voted  their  shares  to  so  amend  the  Articles.


                                        8

On February 14 2000, the Board authorized the Corporation to increase the number
of  shares of common stock that may be issued under the Corporation's 1998 Stock
Plan  from  800,000  shares  to  1,800,000  shares  of  common  stock.

On February 28, 2000, the Company issued 200,000 of common stock to a consultant
for  financial services.  Also on February 28, 2000, the Company issued 4,500 of
common  stock  to  a  public  relations  consultant.

On  March 9, 2000, the Company issued 100,000 of common stock to a consultant in
cancellation  of  $100,000  due.

On  March  13, 2000, the Company issued two consultants a total of 75,000 shares
of  common  stock  for services relating to the development of the fatigue fuse.

On  March  29,  2000,  the  Company  issued  50,000  shares of common stock to a
consultant  for  services.

On  April  11,  2000,  the  Company  issued  15,000  shares  of  common stock to
consultant  relating  to  the  operations  of  the  Company  joint  venture.

On April 11, 2000, the Company issued 25,000 shares of common stock for advisory
services.

On  April  12,  2000, the Company filed a registration statement to increase the
number of shares of common stock that may be issued under the Corporation's 1998
Stock  Plan  from  1,800,000  to  6,800,000  shares  of  common  stock.

On April 28, 2000, the Company issued 30,000 shares of common stock for advisory
services.

On May 4, 2000, the Company issued 12,529 shares of its common stock in exchange
for  12,529  shares  of  its  preferred  stock.  The  preferred  shares  were
subsequently  cancelled.

On  May  25,  2000, the Company issued its President 4,650,000 shares its common
stock  in  exchange  for  $4,650  and  a $1,855,350 non-recourse promissory note
bearing  interest  at  an annual rate of 8%. On the same day, the Company issued
350,000  shares  its  common  stock  to  a  Director  in exchange for $350 and a
$139,650  non-recourse promissory note bearing interest at an annual rate of 8%.
Both  notes  mature on May 25, 2005, when the principal and accrued interest are
due  and  payable.

On July 13, 2000, the Company issued 40,000 shares of its common stock for legal
services.

On  October  27,  2000, the Company issued 4,183,675 shares to its President for
future compensation pursuant to a Stock Escrow/Grant Agreement.  Under the terms
of  the  agreement,  the  President  is required to hold these shares in escrow.
While  in escrow, the President cannot vote the shares but has full rights as to
cash  and  non-cash  dividends,  stock  splits  or  other  change in shares. Any
additional  shares  issued  to  the  President by reason of the ownership of the
4,183,675  shares  will  also be escrowed under the same terms of the agreement.
(See,  Exhibit  4.3.)
 ---

On  November  14,  2000,  the Company issued 400,000 shares of common stock to a
stockholder  in  the  Company  in  exchange  for  $22,490.

On  December  13,  2000,  the Company's Board authorized the issuance of 250,000
shares  of its common stock to an individual to settle a lawsuit brought against
the  Company.  As  that settlement has not been finalized as of the date of this
filing,  those  shares  have  not  yet  been  issued.

On December 19, 2000, the Company issued 200,000 shares of its common stock to a
consultant.


                                        9

On  January 8, 2001, the Company's Board of Directors authorized the issuance of
50,000  shares of its commons tock to a consultant for technical services to the
Company.

On  January 8, 2001, the Company's Board of Directors authorized the issuance of
100,000  shares  of  its  common  stock to Dr. Campbell Laird, an advisory board
member,  for  services  to  the  Company.

On  January 9, 2001, the Company's Board of Directors authorizes the issuance of
100,000  shares  of its common stock to William Berks, a part-time employee, for
engineering  and  other  services  rendered  to  the  Company.

On  January 9, 2001, the Company's Board of Directors authorizes the issuance of
100,000  shares  of  its  common stock to John Goodman, a director and part-time
employee,  for  engineering  and  other  services  rendered  to  the  Company.

On  February  19, 2001, the Company's Board of Directors authorized the issuance
of  6,000,000  shares  of  its  common stock to the Company's President for past
compensation  due.  Approximately  1,500,000  of  these shares are subject to an
option  that  Mr.  Bernstein  granted  to  a  group of investors in July 1998 in
connection  with  the  settlement  of  a  law  suit between these investors, the
Company,  and  Mr.  Bernstein.
See,  Notes  10  e,  11,  12,  and  13  of  the  Financial  Statements
---

ITEM  6.  SELECTED  FINANCIAL  DATA

The  selected  financial  data  for  the  Corporation  are  derived  from  the
Corporation's  financial statements.  The selected financial data should be read
in  conjunction  with  the  Corporation's  financial statements attached hereto.



                                  Fiscal Year Ending December 31,

                                                                                      Inception to
                                                                                      December 31,
                     1996         1997         1998          1999          2000           2000
                  -----------  -----------  -----------  ------------  ------------  --------------
                                                                   
Net Sales         $       --   $       --   $       --   $        --   $        --   $          --
----------------  -----------  -----------  -----------  ------------  ------------  --------------

Income from
Research
Development
Contract          $       --   $  336,410   $  373,324   $   924,484   $   635,868   $   2,983,666
----------------  -----------  -----------  -----------  ------------  ------------  --------------

Income (Loss)
from Continued
Operations        $ (450,734)  $ (133,578)  $ (549,187)  $  (539,283)  $  (459,129)  $  (4,229,106)
----------------  -----------  -----------  -----------  ------------  ------------  --------------
Income (Loss)
from Continued
Operations Per
Common Share                   $     (.03)  $     (.06)  $      (.04)  $      (.02)
----------------  -----------  -----------  -----------  ------------  ------------  --------------
Common Shares
 Outstanding
                                4,551,258    8,782,808    12,242,534    18,900,019
----------------  -----------  -----------  -----------  ------------  ------------  --------------
Total Assets      $  208,299   $  287,257   $  233,746   $   250,041   $   108,776   $     108,776
----------------  -----------  -----------  -----------  ------------  ------------  --------------

Total
Liabilities       $1,046,517   $  618,582   $  719,178   $   870,586   $   819,236   $     819,236
----------------  -----------  -----------  -----------  ------------  ------------  --------------

Redeemable
Preferred Stock   $  150,000   $  150,000   $       --   $        --   $        --
----------------  -----------  -----------  -----------  ------------  ------------  --------------
Total
Stockholders'
Equity (Deficit)  $ (988,218)  $ (481,257)  $ (485,432)  $  (620,545)  $  (710,460)  $    (710,460)
----------------  -----------  -----------  -----------  ------------  ------------  --------------
Dividends         $       --   $       --   $       --   $        --   $        --
----------------  -----------  -----------  -----------  ------------  ------------  --------------



                                       10

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

The  following  discussion  of  results  of  operations,  capital resources, and
liquidity pertains to the activities of the Company for the years ended December
31,  1998,  1999,  and  2000.

RESULTS  OF  OPERATIONS  FOR  YEARS  ENDED  DECEMBER  31,  1998, 1999, AND 2000.
--------------------------------------------------------------------------------

In  2000,  the  Company  received $635,868 under two contracts with the U.S. Air
Force for research and development on the EFS. Also in 2000, the Company accrued
interest  income  relating  to  the  non-recourse  notes  to  from the Company's
President  and  a  Director  amounting to $96,197. In 1999, the Company received
$924,484  under  two  contracts  with  the  federal  government for research and
development  on  the  EFS.  In  1998,  the  Company  received $374,324 under its
contracts  with  Southwest  Research Institute ("SWRI") and the U. S. Air Force.

COSTS  AND  EXPENSES

Research  and  development  Costs were $496,501 for 2000, $536,237 for 1999, and
$252,257  for  1998.  Of  the  $496,501  and $536,237 incurred in 2000 and 1999,
$406,823  and  $436,888  related  to  subcontractor  costs,  respectively.

General  and Administrative costs were $640,481 for 2000, $875,444 for 1999, and
$792,338  for  1998.  The major costs in 2000 were officer's salary of $127,183,
consulting  fees  of  $127,512,  legal fees of $197,322, accounting and auditing
fees  of  $23,063,  interest  expense  of  $60,634, and travel costs of $26,443.

The  major  costs  in  1999  were  officer's  salary  of $150,000, legal fees of
$88,791,  travel  expenses  of  $60,055,  accounting  fees  of  $32,814, rent of
$25,375,  and  office  expense  of  $20,337.

The  major  costs  in 1998 were consulting fees of $225,953, interest expense of
$53,680,  officer's  salary  of  $100,000,  legal fees of $179,951, bad debts of
$50,000,  and  asset  impairment  of  $92,919.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  reflected  in  the  numbers  below,  over  the past three years, to continue
seeking  capital  and to maintain its patents, the Company was totally dependent
on  the  willingness  of  the  Company's President, Mr. Bernstein, and long time
investors  in  the  Company  to  loan  the  Company money or purchase additional
securities from the Company.  Over the next year, the Company expects to receive
additional  funds  from  the  U.  S.  Air  Force.  These funds, however, are not
guaranteed.  These  funds,  however, are only a beginning, the Company estimates
substantial  additional  funds  will  have to be raised to complete research and
development and bring its products to market. Although, Mr. Bernstein intends to
continue  to  loan  the  Company  funds  as  required  while it seeks additional
financing,  he  is under no obligation to do so.  The Company does not expect to
receive  any  additional  material financing from its other long time investors.

Any  prediction  of  the  likelihood or timing of obtaining the required funding
would be highly speculative.  The Company's ability to obtain such financing may
depend  on  the  results  of  the  research  contracts  with the U.S. Air Force.

Cash  and  cash  equivalents at December 31, 2000 were $1,934.  During 2000, the
Company  received  $746,732  from its research and development contract, $22,490
from  the  sale  of  its  common  stock,  and  $251,798  from  the  sale  of DCH
Technologies,  Inc.,  shares.  The  Company's  president  advanced  $8,000  and
received $39,500 from the Company.  In 2000, the Company spent $1,035,470 in its
operations,  and  $15,000  was  invested  in  Antaeus  Research,  LLC.


                                       11

Cash  and  cash  equivalents  at December 31,1999 were $62,904.  During 1999 the
Company  received  $1.012,425  from  its  research  and development contract and
$150,000  from  sale  of  its  Common  Stock.  The  Company's President advanced
$102,198 of which $71,500 was repaid towards his loan account.  The Company also
received  $7,405  as a deposit on the future sale of the Company's Common Stock.
In  1999,  the  Company  spent  $1,122,550  in  its  operations.

Cash  and  cash  equivalents  at  December  31, 1998 were $20.  During 1998, the
Company  received  $233,919  from  its  research  and  development contracts and
$125,000 from the sale of its common stock under the Company's 1998 Stock Option
Plan.  The Company's president advanced $150,500, and $34,611 was repaid towards
his  loan  account.  The  Company  also  received  $261,450  from  the  sale  of
securities  it  held  for  sale.  In  1998,  the  Company  spent $645,385 in its
operations.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Not  Applicable.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Attached  hereto  and  incorporated  herein  by  reference are audited financial
statements of the Registrant as at December 31, 2000 prepared in accordance with
Regulation  S-X  (17  CFR  Section  210)

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANT  ON  ACCOUNTING  AND
          FINANCIAL  DISCLOSURE

None.

                                    PART  III

ITEM 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  name,  age,  office, and principal occupation of the executive officers and
directors  of  Matech  and  certain  information  relating  to  their  business
experiences  are  set  forth  below:



NAME                 AGE             POSITION
                    
Robert M. Bernstein   66  President/Chief Financial
                          Officer, Chairman of the Board
Joel R. Freedman      41  Secretary/Director
Dr. John Goodman      67  Chief Engineer/Director


The  Term  of  the  directors  and  officers  of Matech is until the next annual
meeting  or  until  their  successors  are  elected.

ROBERT  M.  BERNSTEIN,  PRESIDENT/CHIEF FINANCIAL OFFICER/CHAIRMAN OF THE BOARD.
Robert  M.  Bernstein  is  66  years  of age.  He received a Bachelor of Science
degree  from the Wharton School of the University of Pennsylvania in 1956.  From
August  1959  until his certification expired in August 1972, he was a Certified
Public  Accountant  licensed  in  Pennsylvania.  From  1961  to  1981,  he was a
consultant  specializing  in mergers, acquisitions, and financing.  From 1981 to
1986,  Mr.  Bernstein  was  Chairman  and  Chief  Executive  Officer of Blue Jay
Enterprises,  Inc.  of Philadelphia, PA, an oil and gas exploration company.  In
December  1985, he formed a research and development partnership for Tensiodyne,
funding  approximately  $750,000  for  research on the Fatigue Fuse.  In October
1988  he  became  Chairman of the Board, President, Chief Financial Officer, and
CEO of Matech 1 and retained these positions with the Company after the spin off
from  Matech  1  on  July  31,  1997.

JOEL R. FREEDMAN, SECRETARY/DIRECTOR.  Joel R. Freedman is 41 years of age. From
October  1989  until February 1994, Mr. Freedmen was Secretary and a Director of
Tensiodyne  and  Matech  1, retaining these positions with the Company after the
spin-off  from  Matech  1 on July 31, 1997.  Mr. Freedman attends board meetings
and provides advice to the Company as needed.  Since 1983, he has been president
of  Genesis  Advisors,  Inc.,  an  investment  advisory  firm  in  Bala  Cynwyd,
Pennsylvania.  Since January 1, 2000, he has been a Senior Vice President of PMG
Capital  Corp.,  a  securities  brokerage  and  investment advisory firm in West
Conshohocken,  Pennsylvania.  His  duties  there  are  a  full-time  commitment.
Accordingly,  he  does  not take part in Matech's daily activities.  He is not a
director  of  any  other  company.

                                       12

DR.  JOHN  W. GOODMAN, CHIEF ENGINEER/DIRECTOR.  Dr. John W. Goodman is 67 years
of  age.  He is retired from TRW Space and Electronics and was formerly Chairman
of  the  Aerospace Division of the American Society of Mechanical Engineers.  He
holds  a  Doctorate  of  Philosophy  in  Materials Science that was awarded with
distinction by the University of California at Los Angeles in 1970.  In 1957, he
received  a  Masters  of Science degree in Engineering Mechanics from Penn State
University  and  in  1955 he received a Bachelor of Science degree in Mechanical
Engineering  from  Rutgers  University.  From 1972 to 1987, Dr. Goodman was with
the  U.  S. Air Force as lead Structural Engineer for the B-1 aircraft; Chief of
the  Fracture  and  Durability  Branch,  and  Materials Group Leader, Structures
Department,  Aeronautical Systems Center, Wright-Patterson Air Force Base.  From
1987  to  December  1993,  he  was  on  the  Senior Staff, Materials Engineering
Department  of  TRW  Space  and  Electronics.  He  has  been  Chief Engineer for
Development  of  Matech's  products since May 1993.  Over the last four years he
has  consulted  part  time  for  the  Company.

ADVISORY  BOARD

Since  1987,  the  Company  and  its  predecessors  have  had  an Advisory Board
consisting  of  very  senior  experienced businessmen and technologists, most of
whom  are nationally prominent. These individuals consult with the Company on an
as  needed  basis.  Members  of  the Advisory Board serve at will.  The Advisory
Board  advises Matech's Management on technical, financial, and business matters
and  may  in the future be additionally compensated for these services.  A brief
biographical  description  of  the  members of the advisory board is as follows:

DR.  LAWRENCE  CHIMERINE.  Dr.  Chimerine  is  President of Radnor International
Consulting  Inc.  in Radnor, PA. an economics consulting firm, and co-founder of
igrandparents.com;  from  1993  to  2000,  he  was  Managing  Director and Chief
Economist  of  the  Economic  Strategy Institute in Washington DC; and He is the
former  Chairman, Chief Executive, and Chief Economist of Chase Econometrics and
The  WEFA  Group.  For more than 19 years, Dr. Chimerine has lent his advice and
council  to  an  impressive  resume  of  Fortune  500  companies,  financial
institutions,  and  government  agencies,  providing private consultation on the
state of the U.S. and world economics, specific industries, and sectors, and the
impact  of  economic  conditions  on  decision  making, budgeting, and strategic
planning.  He  has  served  on numerous corporate boards, is a member of various
professional  associations,  and  has  held  teaching  positions  at  three
universities.  From 1965 to 1979, Dr. Chimerine was Manager of the U.S. Economic
Research  and  Forecasting  for  the IBM Corporation.  He left IBM to assume the
chairmanship  at Chase Economics and, in 1987, was appointed Chairman and CEO of
the  WEFA  Group.  Dr.  Chimerine  has  served on numerous governmental advisory
boards  including  the  House  of  Representatives  Task  Force on International
Competitiveness, the Census Advisory Committee, and the Economic Policy Board of
the  Department  of  Commerce.  He  is  frequently called upon to testify on key
economic  issues  before Congressional committees including the House and Senate
Budget  Committee,  Joint  Economic  Committee, Senate Finance Committee, Senate
Banking  Committee,  and  the  House  Committee  on  Monetary  Policy.

ADM.  ROBERT  P.  COOGAN,  USN (Ret.).  Robert P. Coogan, age 74, retired from a
distinguished naval career spanning 40 years during which he held numerous posts
including:  Commander U.S. Third Fleet, Commander Naval Air Force - U.S. Pacific
Fleet,  Commandant  of  Midshipmen  -  U.S.  Naval Academy, and Chief of Staff -
Commander  Naval  Air Force - U.S. Atlantic Fleet. From 1980 to 1991 he was with
Aerojet  General  Company  and  served  as  Executive  Vice President of Aerojet
Electrosystems  Co.  from  1982-1991.  He  has his BS in Engineering from the US
Naval Academy and MA in International Affairs from George Washington University.

                                       13

ROBERT  F. CUSHMAN, ESQ.  Mr. Cushman is a partner in the Philadelphia office of
Pepper  Hamilton  LLP,  is also the permanent chairman of the Andrews Conference
Group  Construction  Super  Conference,  and  is  the organizing chairman of the
Forbes Magazine Conferences on Worldwide Infrastructure Partnerships, Rebuilding
America's Infrastructure Conference, Alternative Dispute Resolution, the Forbes/
Council  of  the  Americas  Latin  American  Marketing Conference and the Forbes
Environmental  Super  Conference.

DAVID HABERMAN.  Mr. Haberman is chairman and co-founder of DCH Technology Inc.,
a  company  that specializes in hydrogen technology development, safety, process
monitoring,  and  hydrogen  fuel  cell  power  applications.  In  1996  William
Richardson,  then  Secretary  of  the  Department of Energy (DOE), appointed Mr.
Haberman  to  represent  the  perspectives  of commercial product developers and
safety  engineers  on the Hydrogen Technical Advisory Board (HTAP).  This panel,
created by the Hydrogen Futures Act, reports directly to the Secretary of Energy
and  is  responsible to the U.S. Congress to monitor the DOE's implementation of
the  National  Hydrogen  Program.  As  a  director  of  the  National  Hydrogen
Association  (NHA),  Mr.  Haberman chairs the Implementation Planning Committee.
He is a co-founder and president of the California Hydrogen Business Council, an
American  delegate  and member of the International Standards Organization (ISO)
Working  Group  on  hydrogen  system  safety, and works to define the commercial
future  of  hydrogen  energy.  DCHT's  hydrogen  sensors  contribute  to  the
Corporation's  mission.

DR.  MALCOLM H. HODGE.  Dr. Hodge, age 57, received his Ph.D. in Ceramic Science
from  Penn  State  and  B.Sc.  from  the  University  of  Leeds, England.  He is
currently the President and CEO of Structural Integrity Monitoring Systems, Inc.
(SIMS).  From  1994  to  1996,  he  was  Chairman  and  President  of  Applied
Fiberoptics,  Inc.  Previous  to  that  he  spent ten years with Ensign-Bickford
Industries,  Inc.  as  Corporate  Vice  President of Technology and President of
Ensign-Bickford  Optics  Company.

CAMPBELL  LAIRD.  Campbell  Laird,  age  62, received his Ph.D. in 1963 from the
University  of  Cambridge.  His  Ph.D.  thesis title was "Studies of High Strain
Fatigue."  He  is  presently  Professor  and  graduate  group  Chairman  in  the
Department  of  Materials,  Science  &  Engineering  at  the  University  of
Pennsylvania.  His  research has focused on the strength, structure, and fatigue
of  materials,  in  which  areas  he  published  in excess of 250 papers.  He is
co-inventor  of  the  EFS.

T.Y.  LIN.  Mr.  Lin  graduated  from Tangshan College, Jiaotong University, and
received a M.S. degree in Civil Engineering from the University of California at
Berkeley.  Since  1934,  he  taught and practiced civil engineering in China and
the U.S. and planned and designed highways, railways, and over 1,000 bridges and
buildings  in Asia and the Americas.  He is known as Mr. Prestressed Concrete in
the  U.S.,  having  pioneered both the technology and industry in the 1950s.  He
authored and co-authored three textbooks in structural engineering and more than
100  technical  papers.  He  was  the  founder  of  T.Y.  Lin International that
provides  design and analysis for all types of concrete and steel structures and
pioneered  the  design of long-span structures, prestressing technology, and new
design  and  construction  methods  over  the  past  40  years.

Y.C.  YANG.  Mr.  Yang  is a pioneer in "value engineering" which optimized many
projects  with  economic  te-designs.  He  is  a  recipient of the 1988 Jiaotong
University  Outstanding  Alumnus Award, a citation from Engineering News Record,
and the ACI Mason Award.  With their partnership dating back to wartime China in
the early 1940s, Mr. Lin and Mr. Yang established their international stature in
the  U.S.  over  the  five  decades that followed.  In 1992, they formed the San
Francisco,  CA  headquartered  firm, Lin Tung-Yen China, Inc., to continue their
tradition  of  excellence and innovation in structural and civil engineering and
to serve as a bridge between East and West.  The firm serves its clients through
various  tasks, ranging from planning and designs to construction management and
the  introduction  of  financing.


                                       14

THOMAS  V. ROOT.  Mr. Root is President and CEO of Optim Incorporated, a company
that  develops,  manufactures,  markets, sells, and services flexible endoscopic
products and solutions to medical and industrial markets.  Optim Incorporated is
ISO  2001-certified  and  also  manufactures  and  markets  a  complete  line of
industrial  fiberscopes  to  serve  the  remote  inspection  needs of aerospace,
transportation, energy generation, law enforcement, and school security markets.
Mr. Root has had 25 years of experience in all methods of nondestructive testing
and  was  an  NDT,  Level III, member of the American Society for Nondestructive
Testing  (ASNT)  Educational  Council  and  Level  III  question  committee.  In
addition,  he  is  past  chairman  of  ASNT  CT Yankee, and former member of SAE
Committee  (k).  His  career began at General Dynamics in 1972 and after serving
in  the  nondestructive  test  engineering  and  education departments he joined
Technical  Operations  as  manager  of Technical Services in 1976.  In 1978, Mr.
Root  co-founded  Northeast  NDE  Company,  a  private  distribution and service
company  committed  to  providing  products  and services for the development of
nondestructive  testing  applications.  After  completing  a sale transaction to
Northeast  NDE's  treasurer,  in 1990 Mr. Root founded Valtec Systems, a private
firm,  for  the development and distribution of specialty nondestructive testing
systems.  In  early 1996, he sold Valtec and became Vice President of Operations
and  General  Manager of the industrial products company of Applied Fiberoptics,
Inc.,  the  predecessor  of  Optim  Inc.  In  1997  he  became the CEO of Optim.

SAMUEL  I.  SCHWARTZ.  Samuel I. Schwartz, age 49, is presently President of Sam
Schwartz  Co.,  consulting  engineers,  primarily  in  the bridge industry.  Mr.
Schwartz  received  his  BS  in  Physics  from Brooklyn College in 1969, and his
Masters  in Civil Engineering from the University of Pennsylvania in 1970.  From
February  1986  to March 1990, was the Chief Engineer/First Deputy Commissioner,
New  York  City  Department of Transportation and from April 1990 to the present
acted as a director of the Infrastructure Institute at the Cooper Union College,
New  York City, New York. From April 1990 to 1994 he was a Senior Vice President
of Hayden Wegman Consulting Engineers, and is a columnist for the New York Daily
News.

SECTION16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE
----------------------------------------------------------

On  March  27,  2001, Mr. Robert Bernstein, Chief Executive Officer and Chairman
filed  a  Form 5 relating to several transactions of stock issued to him in 2000
and  a  Form  4  for  a  January  2001  transaction.  Mr.  Bernstein was late in
reporting  these  transactions.

On  March  27, 2001, Dr. John Goodman, Director filed a Form 4 for a transaction
in  January  2001.

In  September  2000,  Joel  Freedman,  a  Director,  filed  a  Form  4 showing a
transaction  of  stock gifted in 1999 and a transaction of 350,000 shares issued
to  him  in  May  2000.

The  Company  is unaware of any other late filings or any other failures to file
any  Form  3,  4,  or  5.

ITEM  11.  EXECUTIVE  COMPENSATION



===============================================================================================================
                                                 Other
Name and                                        Annual      Restricted                               All Other
Principal                                       Compen-       Stock        Options        LTIP        Compen-
Position       Year  Salary ($)   Bonus ($)   sation ($)    Awards ($)    (SARs (#)    Payout ($)   sation ($)
---------------------------------------------------------------------------------------------------------------
                                                                            
Robert M.      1998  $   100,000  $       --  $        --  $        --   1,800,000(1)  $        --  $        --
Bernstein CEO  1999  $   150,000  $       --  $        --  $        --            --   $        --  $        --
               2000  $   120,000  $       --  $        --  $   4,183(3)           --   $        --  $        --
John W.
Goodman        1998  $    20,462  $       --  $        --  $        --            --   $        --  $        --
Director and   1999  $    23,384  $       --  $        --  $  11,700(2)           --   $        --  $        --
Engineer       2000  $    26,614  $       --  $        --  $        --            --   $        --  $        --
===============================================================================================================
                                       15


(1)  In  June 1998, the Corporation issued Mr. Bernstein a Warrant to purchase 1,800,000 shares of Common Stock
for  $.50  per  share  that  was  later  reduced to $.10 per share.  In November 1999, the Board cancelled this
Warrant  with  Mr.  Bernstein's  approval.

(2)  In  1999, the Corporation issued Mr. Goodman 142,000 shares of restricted Common Stock.  These shares were
valued  at  $11,700.

(3)  In 2000, the Corporation issued to Mr. Bernstein as escrow holder 4,183,675 shares of its common stock, in
part,  for  future  compensation and subject to severe restrictions.  (See, Exhibit 4.3.)  The Company included
                                                                       ---
the  par  value  of  the  shares  issued  in  Mr.  Bernstein's  2000  compensation  amounting  to  $4,183.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AS OF DECEMBER 31,
          2000

Security  Ownership  of  Certain  Beneficial  Owners

The  Company  does not know of any non-affiliated person or "group" as that term
is  used in Section13(d)(3) of the Exchange Act that owns more than five percent
of  any  class  of  the  Company's  voting  securities.

Security  Ownership  of  Management



CLASS OF STOCK      NAME AND ADDRESS OF      AMOUNT AND NATURE OF  PERCENT OF
                     BENEFICIAL OWNER        BENEFICIAL OWNERSHIP     CLASS
                                                          
Common Stock    Robert M. Bernstein, CEO        17,034,876 Shares     54.7%(1)
                Suite 707
                11661 San Vicente Blvd.
                Los Angeles, CA  90049

                Joel R. Freedman, Director         624,471 Shares         2.0%
                1 Bala Plaza
                Bala Cynwyd, PA 19004

                John Goodman, Director             350,000 Shares         1.1%
                Suite 707
                11661 San Vicente Blvd.
                Los Angeles, CA 90049

                Directors and executive         18,009,347 Shares        57.8%
                officers as a group
                (3 persons)

Class B         Robert M. Bernstein                100,000 Shares   100.00%(2)
Common Stock    Suite 707
                11661 San Vicente Blvd.
                Los Angeles, CA 90049

(1)  Of  these 17,034,876 shares, Mr. Bernstein has full rights to approximately
$12,500,000  shares.  The remaining shares are subject to options to purchase by
third  parties  or  are  in  escrow.  On  October  27,  2000, the Company issued
4,183,675  shares  to  Mr. Bernstein pursuant to a Stock Escrow/Grant Agreement.
Under the terms of the agreement, the President is required to hold these shares
in  escrow.  While  in escrow, the President cannot vote the shares but has full
rights  as  to  cash  and  non-cash  dividends,  stock splits or other change in
shares. Any additional shares issued to the President by reason of the ownership
of  the  4,183,675  shares  will  also  be  escrowed under the same terms of the
agreement.  Upon  the exercise by certain holders of Company options or warrants
or  upon  the need by the Company, in the sole discretion of the Board, to issue
common  stock  to certain individuals or entities, the number of shares required
for  issuance  to  these  holders  will be returned from escrow by Mr. Bernstein
thereby  reducing  the number of shares he holds.  The shares held in escrow are
non-transferable  and will be granted to Mr. Bernstein only upon the exercise or
expiration  of  all  of the options and warrants, the direction of the Board, in

                                       16

its  sole  discretion, or the mutual agreement of Mr. Bernstein and the Board of
Directors  to  terminate the agreement.  The Company valued these shares at par.
Upon  the  actual  grant  of  the  remaining shares to Mr. Bernstein, the shares
issued  will  be valued at market value when issued and charged to operations as
compensation.  As  of the date of this filing, 400,000 of these 4,183,675 shares
had  been  transferred  to satisfy a stock agreement.  Accordingly, 3,783,675 of
these  escrowed  shares  are  included  in  the  total  of  17,034,876  shares
beneficially  owned  by  Mr. Bernstein.  In addition, approximately 1,500,000 of
these  shares  are subject to an option that Mr. Bernstein granted to a group of
investors  in  July 1998 in connection with the settlement of a law suit between
these  investors,  the  Company,  and Mr. Bernstein.  (See, Note 11 to Financial
                                                       ---
Statements.)

(2) Each of Mr. Bernstein's Class B Common Shares has 500 votes on any matter on
which  the  common  stockholders  vote.  Accordingly,  these  shares  give  Mr.
Bernstein  50  million  votes.  Those votes give Mr. Bernstein voting control of
the  Company.


ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
(SEE  NOTE  11  TO  FINANCIAL  STATEMENTS.)
 ---

From  time  to  time,  Robert  M.  Bernstein  advanced funds to the Company.  At
December  31,  2000,  all such advances had been repaid.  The Board has approved
paying  Mr.  Bernstein  interest  at  the  rate of 10% per year on his advances.
Robert  M.  Bernstein  is  under  no  obligation to make further advances to the
Company  but  may  continue  to so do at his sole discretion.  (See, Note 11r to
                                                                ---
Financial  Statements.)

In  August,  1997,  the  Company's  Board  of  Directors  signed  a  resolution
recognizing  the  Company's  extreme dependence on the experience, contacts, and
efforts  of  Mr. Bernstein and authorized to pay him a salary of $150,000 a year
since  1991.  In  February 2001, the Company's Board of Directors authorized the
issuance  of 6,000,000 shares of its Common Stock to the Company's President for
$600,000  of past compensation due to Mr. Bernstein under this resolution.  This
amount  represents  the  difference  between  the  $150,000  a  year  and  the
compensation  actually  accrued  during  the  year  1991  through  2000.

On  May  25,  2000, the Company issued its President 4,650,000 shares its common
stock  in  exchange  for  $4,650  and  a $1,855,350 non-recourse promissory note
bearing  interest  at  an  annual  rate of 8%.  Approximately 1,500,000 of these
shares  are subject to an option to purchase by a third party.  On the same day,
the Company issued 350,000 shares its common stock to a Director in exchange for
$350  and  a $139,650 non-recourse promissory note bearing interest at an annual
rate  of  8%.  Both notes mature on May 25, 2005, when the principal and accrued
interest  becomes  fully  due  and  payable.

On  October  27,  2000, the Company issued 4,183,675 shares to its President for
future compensation pursuant to a Stock Escrow/Grant Agreement.  Under the terms
of  the  agreement,  the  President  is required to hold these shares in escrow.
While  in escrow, the President cannot vote the shares but has full rights as to
cash  and  non-cash  dividends,  stock  splits  or  other  change in shares. Any
additional  shares  issued  to  the  President by reason of the ownership of the
4,183,675  shares  will  also be escrowed under the same terms of the agreement.
Upon  the exercise by certain holders of Company options or warrants or upon the
need  by the Company, in the sole discretion of the Board, to issue common stock
to  certain  individuals or entities, the number of shares required for issuance
to  these holders will be returned from escrow by the President thereby reducing
the  number  of shares he holds.  The shares held in escrow are non-transferable
and  will  be  granted  to  the  Company's  President  only upon the exercise or
expiration  of  all  of the options and warrants, the direction of the Board, in
its  sole  discretion, or the mutual agreement by the President and the Board of
Directors  to  terminate the agreement.  The Company valued these shares at par.
Upon  the  actual  grant  of  the  remaining shares to the President, the shares
issued  will be valued its market value when issued and charged to operations as
compensation.  (See,  Exhibit  4.3.)
                ---

                                       17

On  January 9, 2001, the Company's Board of Directors authorizes the issuance of
100,000  shares  of its common stock to William Berks, a part-time employee, for
engineering  and  other  services  rendered  to  the  Company.

On  January 8, 2001, the Company's Board of Directors authorized the issuance of
100,000  shares  of  its  common  stock to Dr. Campbell Laird, an advisory board
member,  for  services  to  the  Company.

On  January 9, 2001, the Company's Board of Directors authorizes the issuance of
100,000  shares  of  its  common stock to John Goodman, a director and part-time
employee,  for  engineering  and  other  services  rendered  to  the  Company.

On  January 9, 2001, the Company's Board of Directors authorizes the issuance of
100,000  shares  of its common stock to William Berks, a part-time employee, for
engineering  and  other  services  rendered  to  the  Company.

On  February  19, 2001, the Company's Board of Directors authorized the issuance
of  6,000,000  shares  of  its  common stock to the Company's President for past
compensation  due.  Approximately  1,500,000  of  these shares are subject to an
option  that  Mr.  Bernstein  granted  to  a  group of investors in July 1998 in
connection  with  the  settlement  of  a  law  suit between these investors, the
Company,  and  Mr.  Bernstein.

                                     PART IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS IN FORM 8-K

a.     Exhibits.



EXHIBIT NO.   DESCRIPTION                                                      PAGE NO.
                                                           
3(i)          Certificate of Incorporation of Material           Previously filed in connection
              Technologies, Inc.                                 with S-1 Registration Statement that
                                                                 became effective on July 31, 1997.

              Certificate of Amendment, February 16, 2000        1

              Certificate of Amendment, July 12, 2000            3

              Certificate of Amendment, July 31, 2000            4

3(ii)         Bylaws of Material Technologies, Inc.              Previously filed with July 31,
                                                                 1997 S-1

4.1           Class A Convertible Preferred Stock                Previously filed with July 31,
              Certificate of Designations                        1997 S-1

4.2           Class B Convertible Preferred Stock                Previously filed with July 31,
              Certificate of Designations                        1997 S-1

4.3           Material Technologies, Inc. Stock Escrow/Grant     6

10.1          License Agreement Between Tensiodyne               Previously filed with July 31,
              Corporation and the Trustees of the                1997 S-1
              University of Pennsylvania

10.2          Sponsored Research Agreement between Tensiodyne    Previously filed with July 31,
              Corporation and the Trustees of the University     1997 S-1
              of Pennsylvania

10.3          Amendment 1 to License Agreement Between           Previously filed with July 31,
              Tensiodyne Scientific Corporation and the          1997 S-1
              Trustees of the University of Pennsylvania

10.4          Repayment Agreement Between Tensiodyne             Previously filed with July 31,
              Scientific Corporation and the Trustees of the     1997 S-1
                                                                 University of Pennsylvania

10.5          Teaming Agreement Between Tensiodyne Scientific    Previously filed with July 31,
              Corporation and Southwest Research Institute       1997 S-1

                                       18

10.6          Letter Agreement between Tensiodyne Scientific     Previously filed with July 31,
              Corporation, Robert M. Bernstein, and Stephen      1997 S-1
              Forrest Beck and Handwritten modification.

10.7          Agreement Between Tensiodyne Corporation and       Previously filed
              Tensiodyne 1985-1 R&D Partnership is incorporated
              by reference from Exhibit 10.3 of Material
              Technology, Inc.'s S-1 Registration Statement,
              File No. 33-83526, which became effective on
              January 19, 1996.

10.8          Amendment to Agreement Between Material            Previously filed
              Technology, Inc. and Tensiodyne 1985-1 R&D
              Partnership is incorporated by reference from
              Exhibit 10.6 of Material Technology, Inc.'s S-1
              Registration Statement, File No. 33-83526 which
              became effective on January 19, 1996.

10.9          Agreement Between Advanced Technology Center       Previously filed
              of Southeastern Pennsylvania and Material
              Technology, Inc. is incorporated by reference
              from Exhibit 10.4 of Material Technology, Inc.'s
              S-1 Registration Statement, File No. 33-83526
              which became effective on January 19, 1996.

10.10         Addendum to Agreement Between Advanced             Previously filed
              Technology Center of Southeastern Pennsylvania
              and Material Technology, Inc. is incorporated
              by reference from Exhibit 10.5 of Material
              Technology, Inc.'s S-1 Registration Statement,
              File No. 33-83526.

27            Financial Data Schedule


b.     Reports  on  Form  8-K  -  none.

c.     Financial  Statements  -  attached.

                                       19

                                   SIGNATURES

Pursuant  to  the  Requirements of Section13 or 15(d) of the 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  TECHNOLOGY,  INC.

By:  /s/  Robert  M.  Bernstein
    ------------------------
    Robert  M.  Bernstein,  President

Date:  March  27,  2001

Pursuant  to  the  requirements  of  the  Securities Exchanges Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

By:  /s/  Robert  M.  Bernstein
    ------------------------
    Robert  M.  Bernstein,
    President,  Director,  Chief  Executive  Officer,  and  Chief
    Financial  Officer  (Principal  Executive  Officer,  Principal
    Financial  Officer,  and  Principal  Accounting  Officer)

Date:  March  27,  2001

By:  /s/  Joel  Freedman
    ------------------------
    Joel  Freedman,  Secretary  and  Director

Date:  March  27,  2001

By:  /s/  John  Goodman
    ------------------------
    John  Goodman,  Director

Date:  March  27,  2001

                                       20

                           MATERIAL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS


                                    Contents
                                    --------

                                             Page
                                             ----
Independent Auditors' Report                 F-1

Balance Sheets                               F-2

Statements of Operations                     F-4

Statements of Comprehensive Loss             F-5

Statement of Stockholders' Equity (Deficit)  F-6

Statements of Cash Flows                     F-14

Notes to Financial Statements                F-16


                          Independent Auditors' Report


Board  of  Directors
Material  Technologies,  Inc.
Los  Angeles,  California


We  have audited the accompanying balance sheets of Material Technologies, Inc.,
(A  Development Stage Company) as of December 31, 1999 and 2000, and the related
statements  of  operations,  comprehensive  income  (loss), stockholders' equity
(deficit), and cash flows, for the years ended December 31, 1998, 1999, and 2000
and  for  the  period  from  the  Company's inception (October 21, 1983) through
December  31,  2000.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  These  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.


In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Material Technologies, Inc. as
of  December  31,  1999  and  2000,  and  the  results  of  its  operations, its
comprehensive  loss,  and  its cash flows for the years ended December 31, 1998,
1999,  and  2000, and for the period from Company's inception (October 21, 1983)
through  December  31,  2000,  in  conformity with generally accepted accounting
principles.

/s/  Jonathon  P.  Reuben  CPA

Jonathon  P.  Reuben,
Certified  Public  Accountant
Torrance,  California
March  19,  2001

                                      F-1



                                MATERIAL TECHNOLOGIES, INC.
                               (A Development Stage Company)
                                      BALANCE SHEETS

                                          ASSETS

                                          December 31,

                                      1999         2000
                                   -----------  ----------
                                          
CURRENT ASSETS
  Cash and Cash Equivalents        $    62,904  $    1,954
  Accounts Receivable                  144,796      33,932
  Advances to Officer                        -      22,052
  Employee Advance                       1,500           -
                                   -----------  ----------
    TOTAL CURRENT ASSETS               209,200      57,938
                                   -----------  ----------

FIXED ASSETS
  Property and Equipment, Net
      of Accumulated Depreciation        3,949       2,990
                                   -----------  ----------

OTHER ASSETS
  Investments                           20,055      33,000
  Intangible Assets, Net of
    Accumulated Amortization            14,701      12,712
  Refundable Deposit                     2,136       2,136
                                   -----------  ----------

    TOTAL OTHER ASSETS                  36,892      47,848
                                   -----------  ----------

    TOTAL ASSETS                   $   250,041  $  108,776
                                   ===========  ==========



                             See accompanying notes.
                                      F-2



                                          MATERIAL TECHNOLOGIES, INC.
                                         (A Development Stage Company)
                                                 BALANCE SHEETS


                                    LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
                                    ----------------------------------------

                                                                             December 31,
                                                                          1999             2000
                                                                    ----------------  ---------------
                                                                                
CURRENT LIABILITIES
  Legal Fees Payable                                                $       145,900   $      209,306
  Fees Payable to R&D Subcontractor                                         101,322           20,474
  Consulting Fees Payable                                                   159,000           50,000
  Accounting Fees Payable                                                    24,153           26,288
  Other Accounts Payable                                                     18,122           10,157
  Accrued Expenses                                                           24,269           24,982
  Accrued Wages Due Officer                                                       -           40,000
  Note Payable - Current Portion                                             25,688           25,688
  Loan Payable - Officer                                                     10,270                -
  Loans Payable-Others                                                       58,319           54,160
                                                                    ----------------  ---------------

    TOTAL CURRENT LIABILITIES                                               567,043          461,055

Payable on Research and
   Development Sponsorship                                                  303,543          358,181
Notes Payable - Other                                                             -                -
                                                                    ----------------  ---------------

    TOTAL LIABILITIES                                                       870,586          819,236
                                                                    ----------------  ---------------


STOCKHOLDERS'  (DEFICIT)
  Class A Common Stock, $.001 Par Value, Authorized 100,000,000
     Shares, Outstanding 14,597,435 Shares at December 31, 1999,
     and 24,618,167 Shares at  December 31, 2000                             14,597           24,618
  Class B Common Stock, $.001 Par Value, Authorized 100,000
     Shares, Outstanding 100,000 Shares                                          60              100
   Class A Preferred, $.001 Par Value, Authorized 900,000 Shares
     Outstanding 350,000 Shares at December 31, 1999, and 337,471
     Shares at December 31, 2000                                                350              337
  Additional Paid in Capital                                              3,455,004        5,909,782
  Less Notes and Subscriptions Receivable - Common Stock                    (39,694)      (2,133,251)
  Deficit Accumulated During the Development Stage                       (4,052,917)      (4,512,046)
  Unrealized Holding Gain on Investment Securities                            2,055                -
                                                                    ----------------  ---------------

  TOTAL STOCKHOLDERS' (DEFICIT)                                            (620,545)        (710,460)
                                                                    ----------------  ---------------

    TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                   $       250,041   $      108,776
                                                                    ================  ===============



                                  See accompanying notes.
                                      F-3



                                                           MATERIAL TECHNOLOGIES, INC.
                                                          (A Development Stage Company)
                                                             STATEMENTS OF OPERATIONS


                                                                                                  From Inception
                                                                                                (October 21, 1983)
                                                                                                      Through
                                                        1998            1999          2000       December 31, 2000
                                                  ----------------  ------------  ------------  -------------------
                                                                                    

 REVENUES
  Sale of Fatigue Fuses                           $             -   $         -   $         -   $           64,505
  Sale of Royalty Interests                                     -             -             -              198,750
  Income from Research and Development Contract           374,324       924,484       635,868            2,983,666
  Test Services                                                 -             -             -               10,870
                                                  ----------------  ------------  ------------  -------------------
    TOTAL REVENUES                                        374,324       924,484       635,868            3,257,791
                                                  ----------------  ------------  ------------  -------------------

COSTS AND EXPENSES
  Research and Development                                252,257       536,237       496,501            2,871,700
  General and Administrative                              792,338       875,444       640,481            4,809,645
                                                  ----------------  ------------  ------------  -------------------
    TOTAL COSTS AND EXPENSES                            1,044,595     1,411,681     1,136,982            7,681,345
                                                  ----------------  ------------  ------------  -------------------
    INCOME (LOSS) FROM OPERATIONS                        (670,271)     (487,197)     (501,114)          (4,423,554)
                                                  ----------------  ------------  ------------  -------------------

OTHER INCOME (EXPENSE)
  Expense Reimbursed                                            -             -             -                4,510
  Interest Income                                               8         2,613       103,419              145,535
  Miscellaneous Income                                          -             -             -               25,145
  Loss on Sale of Equipment                                     -             -             -              (12,780)
  Settlement of Teaming Agreement                               -             -             -               50,000
  Litigation Settlement                                         -             -             -               18,095
  Interest Expense                                        (42,242)      (58,295)      (60,634)            (245,519)
  Modification of Royalty Agreement                        (7,332)            -             -               (7,332)
  Gain on Foreclosure                                           -             -             -               18,697
  Gain on Sale of Stock                                   171,450         4,396             -              207,497
                                                  ----------------  ------------  ------------  -------------------
    TOTAL OTHER INCOME                                    121,884       (51,286)       42,785              203,848
                                                  ----------------  ------------  ------------  -------------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEMS AND PROVISION FOR INCOME TAXES                   (548,387)     (538,483)     (458,329)          (4,219,706)
PROVISION FOR INCOME TAXES                                   (800)         (800)         (800)              (9,400)
                                                  ----------------  ------------  ------------  -------------------
    NET INCOME (LOSS) BEFORE
      EXTRAORDINARY ITEMS                                (549,187)     (539,283)     (459,129)          (4,229,106)
 EXTRAORDINARY ITEMS
  Forgiveness of Debt                                           -             -             -             (289,940)
  Utilization of Operating  Loss Carry forward                  -             -             -                7,000
                                                  ----------------  ------------  ------------  -------------------
    NET INCOME (LOSS)                                    (549,187)   $  (539,283)  $  (459,129)  $       (4,512,046)
                                                  ================  ============  ============  ===================

PER SHARE DATA
  Income (Loss) Before Extraordinary Item         $       (0.0625)  $   (0.0440)  $   (0.0243)
  Extraordinary Items                                           -             -             -
                                                  ----------------  ------------  ------------
    NET (LOSS) PER SHARE                                  (0.0625)  $   (0.0440)  $   (0.0243)
                                                  ================  ============  ============
 WEIGHTED AVERAGE  COMMON SHARES OUTSTANDING            8,782,808    12,242,534    18,900,019
                                                  ================  ============  ============



                              See accompanying notes.
                                      F-4



                                                 MATERIAL TECHNOLOGIES, INC.
                                                (A Development Stage Company)
                                              STATEMENTS OF COMPREHENSIVE LOSS


                                                                                               From Inception
                                                                                             (October 21, 1983)
                                                                                                 Through
                                                       1998          1999          2000      December 31, 2000
                                                   -------------  -----------  ------------  ------------------
                                                                                 
    NET (LOSS)                                     $   (539,283)  $ (207,331)  $  (459,129)  $      (4,512,046)

   Other Comprehensive income (loss), net of tax
       Unrealized gain (loss) on securities                   -       (6,164)       (2,054)                  -
                                                   -------------  -----------  ------------  ------------------

       Comprehensive Loss                          $   (539,283)  $ (213,495)  $  (461,183)  $      (4,512,046)
                                                   =============  ===========  ============  ==================



                 See accompanying notes and accountants' report.
                                      F-5



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                         DEFICIT
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK                 ACCUMULATED
                                  ---------------------  ---------------------  ---------------------     CAPITAL      DURING THE
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
Initial Issuance of Common
  Stock October 21, 1983               2,408   $     2            -   $     -            -   $     -   $      2,498   $         -
Adjustment to Give Effect
   to Recapitalization on
  December 15, 1986
Cancellation of Shares                (2,202)       (2)           -         -            -         -             (2)            -
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

                                         206         -            -         -            -         -          2,496             -
Balance - October 21, 1983
Shares Issued By Tensiodyne
  Corporation in Connection
  with Pooling of Interests           42,334        14            -         -            -         -          4,328             -
Net (Loss), Year Ended
 December 31, 1983                         -         -            -         -            -         -              -        (4,317)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1984              42,540        14            -         -            -         -          6,824        (4,317)
Capital Contribution                       -        28            -         -            -         -         21,727             -
Issuance of Common Stock               4,815         5            -         -            -         -         10,695             -
Costs Incurred in Connection
  with Issuance of Stock                   -         -            -         -            -         -         (2,849)            -
Net (Loss), Year Ended
 December 31, 1984                         -         -            -         -            -         -              -       (21,797)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1985              47,355        47            -         -            -         -         36,397       (26,114)
Shares Contributed Back
  to Company                            (315)       (0)           -         -            -         -              -             -
Capital Contribution                       -         -            -         -            -         -        200,555             -
Sale of 12,166 Warrants at
  $1.50 Per Warrant                        -         -            -         -            -         -         18,250             -
Shares Cancelled                      (8,758)       (9)           -         -            -         -              9             -
Net (Loss), Year Ended
 December 31, 1985                         -         -            -         -            -         -              -      (252,070)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------



                 See accompanying notes and accountants' report.
                                      F-6



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                        DEFICIT
                                                                                                                      ACCUMULATED
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK    CAPITAL      DURING THE
                                  ---------------------  ---------------------  ---------------------  -------------  ------------
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
Balance, January 1, 1986              38,282        38            -         -            -         -        255,211      (278,184)
Net (Loss), Year Ended
 December 31, 1986                         -         -            -         -            -         -              -       (10,365)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1987              38,282        38            -         -            -         -        255,211      (288,549)
Issuance of Common Stock upon
  Exercise of Warrants                   216         -            -         -            -         -         27,082             -
Net (Loss), Year Ended
 December 31, 1987                         -         -            -         -            -         -              -       (45,389)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1988              38,498        38            -         -            -         -        282,293      (333,938)
Issuance of Common Stock
Sale of Stock (Unaudited)              2,544         3            -         -            -         -        101,749             -
Services Rendered (Unaudited)          3,179         3            -         -            -         -         70,597             -
Net (Loss), Year Ended
  December 31, 1988 (Unaudited)            -         -            -         -            -         -              -      (142,335)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1989
  (Unaudited)                         44,221        44            -         -            -         -        454,639      (476,273)
Issuance of Common Stock
Sale of Stock                          4,000         4            -         -            -         -          1,996             -
Services Rendered                     36,000        36            -         -            -         -         17,964             -
Net (Loss), Year Ended
 December 31, 1989                         -         -            -         -            -         -              -       (31,945)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance, January 1, 1990              84,221        84            -         -            -         -        474,599      (508,218)
Issuance of Common Stock
Sale of Stock                          2,370         2            -         -            -         -         59,248             -
Services Rendered                      6,480         7            -         -            -         -         32,393             -
Net Income, Year Ended
 December 31, 1990                         -         -            -         -            -         -              -       133,894
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------



                 See accompanying notes and accountants' report.
                                      F-7



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                         DEFICIT
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK               ACCUMULATED
                                  ---------------------  ---------------------  ---------------------     CAPITAL      DURING THE
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
Balance January 1, 1991               93,071        93            -         -            -         -        566,240      (374,324)
Issuance of Common Stock
Sale of Stock                            647         1            -         -      350,000       350        273,335             -
Services Rendered                      4,371         4            -         -            -         -         64,880             -
Conversion of Warrants                    30         -                                                            -
Conversion of Stock                   (6,000)       (6)      60,000        60            -         -              -             -
Net (Loss), Year Ended
 December 31, 1991                         -         -            -         -            -         -              -      (346,316)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance January 1, 1992               92,119        92       60,000        60      350,000       350        904,455      (720,640)
Issuance of Common Stock
Sale of Stock                         20,000        20            -         -            -         -         15,980             -
Services Rendered                      5,400         5            -         -            -         -         15,515             -
Conversion of Warrants                 6,000         6            -         -            -         -         14,994             -
Sale of Class B Stock                      -         -       60,000        60            -         -         14,940             -
Issuance of Stock to
  Unconsolidated Subsidiary            4,751         5            -         -            -         -         71,659             -
Conversion of Stock                    6,000         6      (60,000)      (60)           -         -              -             -
Cancellation of Shares                (6,650)       (7)           -         -            -         -              7             -
Net (Loss), Year Ended
 December 31, 1992                         -         -            -         -            -         -              -      (154,986)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance January 1, 1993              127,620       127       60,000        60      350,000       350      1,037,550      (875,626)
Issuance of Common Stock
Licensing Agreement                   12,500        13            -         -            -         -          6,237             -
Services Rendered                     67,030        67            -         -            -         -         13,846             -
Warrant Conversion                    56,000        56            -         -            -         -        304,943             -
Cancellation of Shares               (31,700)      (32)           -         -            -         -         (7,537)            -
Net (Loss) for Year Ended
 December 31, 1993                         -         -            -         -            -         -              -      (929,900)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------



                 See accompanying notes and accountants' report.
                                      F-8



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                        DEFICIT
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK                 ACCUMULATED
                                  ---------------------  ---------------------  ---------------------     CAPITAL      DURING THE
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
Balance January 1, 1994              231,449       231       60,000        60      350,000       350      1,355,039    (1,805,526)
Adjustment to Give Effect
  to Recapitalization on
 February 1, 1994                     30,818        31            -         -            -         -        385,393             -
Issuance of Shares for
Services Rendered                    223,000       223            -         -            -         -              -             -
Sale of Stock                      1,486,112     1,486            -         -            -         -         23,300             -
Issuance of Shares for
the Modification of Agreements        34,000        34            -         -            -         -            (34)            -
Net (Loss) for the Year
Ended December 31, 1994                    -         -            -         -            -         -              -      (377,063)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance January 1, 1995            2,005,380     2,005       60,000        60      350,000       350      1,763,698    (2,182,589)

Issuance of Common Stock
  in Consideration for
  Modification of Agreement          152,500       153            -         -            -         -              -             -
Net (Loss) for the Year
Ended December 31, 1995 -                  -         -            -         -            -         -              -      (197,546)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

Balance January 1, 1996            2,157,880     2,157       60,000        60      350,000       350      1,763,698    (2,380,135)

Issuance of Shares for
  Services Rendered                  164,666       165            -         -            -         -         16,301             -
Sale of Stock                         70,000        70            -         -            -         -        173,970             -
Issuance of Shares for the
  Modification of Agreements         250,000       250            -         -            -         -           (250)            -
Cancellation of Shares Held
  in Treasury                        (62,000)      (62)           -         -            -         -       (154,538)            -
Net (Loss) for the Year
  Ended December 31, 1996                  -         -            -         -            -         -              -      (450,734)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------



                 See accompanying notes and accountants' report.
                                      F-9



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                        DEFICIT
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK                ACCUMULATED
                                  ---------------------  ---------------------  ---------------------     CAPITAL      DURING THE
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
Balance January 1, 1997            2,580,546     2,580       60,000        60      350,000       350      1,799,181    (2,830,869)
Sale of Stock                        100,000       100            -         -            -         -         99,900             -
Conversion of Indebtedness           800,000       800            -         -            -         -        165,200             -
Class A Common Stock Issued
in Cancellation of $372,000
Accrued Wages Due Officer          1,499,454     1,500            -         -            -         -        370,500             -
Issuance of Shares for
Services Rendered                    247,000       247            -         -            -         -          2,224             -
Adjustment to Give Effect
to Recapitalization on
9-Mar-1997                           560,000       560            -         -            -         -           (560)            -
Net (Loss) for the Year
Ended December 31, 1997                    -         -            -         -            -         -              -      (133,578)

                                   5,787,000     5,787       60,000        60      350,000       350      2,436,445    (2,964,447)
Shares Issued in Cancellation
of Indebtedness                    2,430,000     2,430            -         -            -         -        167,570             -
Conversion of Options                500,000       500            -         -            -         -        124,500             -
Issuance of Shares for
Services Rendered                  1,121,617     1,122            -         -            -         -        111,040             -
Shares Issued in Cancellation
of Redeemable Preferred Stock         50,000        50            -         -            -         -        149,950             -
Shares Returned to Treasury
and Cancelled                       (560,000)     (560)           -         -            -         -            560             -
Modification
  of Royalty Agreement               733,280       733            -         -            -         -          6,599             -
Issuance of Warrants to Officer            -         -            -         -            -         -         27,567             -
Net (Loss) for the Year
Ended December 31, 1998                    -         -            -         -            -         -              -      (549,187)



                 See accompanying notes and accountants' report.
                                      F-10



                                                    MATERIAL TECHNOLOGIES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                                         DEFICIT
                                     CLASS A COMMON         CLASS B COMMON     CLASS A PREFERRED STOCK                ACCUMULATED
                                  ---------------------  ---------------------  ---------------------     CAPITAL      DURING THE
                                    SHARES                 SHARES                 SHARES                IN EXCESS OF   DEVELOPMENT
                                  OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE       STAGE
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------
                                                                                              
                                  10,061,897   $10,062       60,000   $    60      350,000   $   350   $  3,024,231   $(3,513,634)
Shares Issued in Cancellation
  of Indebtedness                  2,175,000     2,175            -         -            -         -        164,492             -
Issuance of Shares for
  Services Rendered                1,255,000     1,255            -         -            -         -         93,844             -
Shares Issued in Modification
  of Licensing Agreement             672,205       672            -         -            -         -           (672)            -
Sale of Stock                        433,333       433            -         -            -         -        173,107             -
Net (Loss) for the Year
Ended December 31, 1999                    -         -            -         -            -         -              -      (539,283)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

                                  14,597,435   $14,597       60,000   $    60      350,000   $   350   $  3,455,002   $(4,052,917)

Issuance of Shares for
  Services Rendered                  699,500       699            -         -            -         -         83,251             -
Shares Issued to
  Pursuant to Investors
  Settlement Agreement                65,028        65            -         -            -         -            (65)            -
Shares Issued for Cash and
  Non-Recourse Promissory Notes    5,000,000     5,000            -         -            -         -      1,990,000             -
Shares Issued for Cash               400,000       400            -         -            -         -         29,496             -
Shares Issued in Cancellation
of Indebtedness                      100,000       100            -         -            -         -         99,900             -
Shares Issued as Compensation
  Pursuant to Escrow Agreement     4,183,675     4,184            -         -            -         -              -             -
Shares Returned from Escrow         (400,000)     (400)           -         -            -         -            400             -
Common Shares Converted
  into Class B Common                (40,000)      (40)      40,000        40            -         -              -             -
Preferred Shares Converted
  into Common                         12,529        13            -         -      (12,529)      (13)
Net (Loss) for the Year                                                                                           -             -
Ended December 31, 2000                    -         -            -         -            -         -              -      (207,331)
                                  -----------  --------  -----------  --------  -----------  --------  -------------  ------------

  Balance December 31, 2000       24,618,167    24,618      100,000       100      337,471       337      5,657,984    (4,260,248)
                                  ===========  ========  ===========  ========  ===========  ========  =============  ============



                 See accompanying notes and accountants' report.
                                      F-11



                                                        MATERIAL TECHNOLOGIES, INC.
                                                       (A Development Stage Company)
                                                         STATEMENTS OF CASH FLOWS


                                                                                                     From Inception
                                                                                                   (October 21, 1983)
                                                                                                         Through
                                                                   1998        1999       2000      December 31, 2000
                                                                ----------  ----------  ---------  -------------------
                                                                                       

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                             $(549,187)  $(539,283)  (459,129)  $       (4,512,046)
                                                                ----------  ----------  ---------  -------------------
  Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided  (Used) by Operating Activities
     Depreciation and Amortization                                  4,889       2,242      2,948              174,573
     Interest Income Accrued  on Stock Subcription Receivable           -      (1,432)   (98,557)             (99,989)
     Bad Debts                                                     50,000           -                          50,000
     Gain on Sale of Securities                                  (171,450)     (4,396)         -             (196,596)
     Charge off of Deferred Offering Costs                              -           -                          36,480
     Charge off Long-lived Assets due to Impairment                92,919           -                          92,919
     Gain on Foreclosure                                                -           -                         (18,697)
     Modification of Royalty Agreement                              7,332           -                           7,332
     (Increase) Decrease in  Receivables                         (140,405)     57,941    112,364              (80,932)
     (Increase) Decrease in Prepaid Expenses                            -        (268)                             53
     Loss on Sale of Equipment                                          -           -                          12,780
     Issuance of Common  Stock for Services                       139,729      95,100     88,133              621,397
     Issuance of Common  Stock for Agreement Modifications              -           -                             152
     Forgiveness of Indebtedness                                        -           -                         165,000
    Increase (Decrease) in Accounts
       Payable and Accrued Expenses                               104,049     222,471      8,441              919,872
    Interest Accrued on Notes Payable                              50,658      57,500     57,062              205,037
    Increase in Research and Development
       Sponsorship Payable                                              -           -                         218,000
    (Increase) in Note for Litigation Settlement                        -           -                         (25,753)
    (Increase) in Deposits                                              -           -          -               (2,189)
                                                                ----------  ----------  ---------  -------------------
    TOTAL ADJUSTMENTS                                             137,721     429,158    170,391            2,079,439
                                                                ----------  ----------  ---------  -------------------
        NET CASH PROVIDED (USED) BY
        OPERATING ACTIVITIES                                     (411,466)   (110,125)  (288,738)          (2,432,607)
                                                                ----------  ----------  ---------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds From Sale of Equipment                                      -           -          -               10,250
   Purchase of Property and Equipment                              (3,304)     (1,490)         -             (230,903)
   Proceeds from Sale of Securities                               261,450       4,396          -              283,596
   Purchase of Securities                                         (90,000)          -          -              (90,000)
   Proceeds from Foreclosure                                            -           -          -               44,450
   Investment in Joint Venture                                          -     (18,000)   (15,000)            (102,069)
   Payment for License Agreement                                        -           -          -               (6,250)
                                                                ----------  ----------  ---------  -------------------

       NET CASH PROVIDED (USED) BY
      INVESTING ACTIVITIES                                        168,146     (15,094)   (15,000)             (90,926)
                                                                ----------  ----------  ---------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of Common Stock                                      125,000     150,000    274,288            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                                         150,500     102,198      8,000              736,005
    Repayments to Officer                                         (34,611)    (71,500)   (39,500)            (455,532)
    Increase in Loan Payable-Others                                     -       7,405          -              172,069
                                                                ----------  ----------  ---------  -------------------



                                       See accompanying notes.
                                      F-12



                                                      MATERIAL TECHNOLOGIES, INC.
                                                     (A Development Stage Company)
                                                       STATEMENTS OF CASH FLOWS


                                                                                             From Inception
                                                                                           (October 21, 1983)
                                                                                                Through
                                                     1998           1999          2000      December 31, 2000
                                                --------------  ------------  ------------  ------------------
                                                                                

     NET CASH PROVIDED BY FINANCING ACTIVITIES  $     240,889   $    188,103  $   242,788   $        2,525,487
                                                --------------  ------------  ------------  ------------------
NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                             (2,431)        62,884      (60,950)               1,954

BEGINNING BALANCE  - CASH AND
      CASH EQUIVALENTS                                  2,451             20       62,904                    -
                                                --------------  ------------  ------------  ------------------
ENDING BALANCE  - CASH AND CASH
     EQUIVALENTS                                $          20   $     62,904  $     1,954   $            1,954
                                                ==============  ============  ============  ==================



SUPPLEMENTAL INFORMATION: -

  A.  Definition  of  Cash  and  Cash  Equivalents

      For  the  purpose  of  the  statements  of  cash flows, all highly  liquid
      investments  with  a  maturity  of  three  months  or less are  considered
      to  be  cash  equivalents.


  B.  Interest  and  Income  Taxes  Paid



                                                                     
      Interest Paid During Period               $       2,500   $      2,565  $     2,565
                                                ==============  ============  ============
      Income Taxes Paid                         $           -   $      2,400  $       800
                                                ==============  ============  ============



  C.  Non  Cash  Investing  and  Financing  Activities

During  1998, the Company issued 2,430,000 shares of Class A Common Stock to its
President  in  exchange  for  the  cancellation  of  $170,000  of  indebtedness.

During  1998,  the  Company  issued  733,280  shares  of Class A Common Stock in
exchange  for the reduction of a royalty on the fatigue fuse from 20% to 5%. The
Company  valued  the  shares  issued  at $7,332 which was charged to operations.

During  1998,  the  Company  issued  50,000  shares  of  Class A Common Stock in
exchange  for  the  cancellation  of  the  $150,000  redeemable preferred stock.

During 1999, the Company issued 175,000 shares of its Class A Common Stock in in
exchange  for  the  cancellation of the $66,667 of indebtedness due a consultant

During  1999, the Company issued 2,000,000 shares of its Class A Common Stock to
its  President  in exchange for the cancellation of $100,000 of indebtedness due
him.

During  1999, the Company issued 100,000 shares of its Class A Common Stock to a
consultant  for  $.35  a  share, payable by a non-recourse, non-interest bearing
promissory note payable on or before June 15, 2003, and is secured by the stock.

During  2000,  a  holder  of  12,259 shares of the the Company's Preferred Stock
converted  all  of  his  shares  into  12,259  shares  of  common.

Under  a  settlement agreement, during 2000, the Company issued 65,028 shares of
common  stock  to  investors  who  were  defrauded by a former consultant of the
Company.

During  2000, the Company issued to its President 4,650,000 shares of its common
stock  in  exchange for $4,650 and a $1,855,350 promissory note bearing interest
at  8%  due  May  2005  Shares  issued  were  valued  at  $.40  per  share.

During 2000, the Company issued to a Director 350,000 shares of its common stock
in  exchange  for $350 and a $139,650 promissory note bearing interest at 8% due
May  2005  Shares  issued  were  valued  at  $.40  per  share.

Through  a  stock  grant,  the Company in 2000 issued to its President 4,183,675
shares  of  its  common  stock for future compensation. These shares are held in
escrow  and  have  restrictive  covenants.


                            See accompanying notes.
                                      F-13

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  1  -  ORGANIZATION

     Material Technologies, Inc. (the "Company") was organized on March 4, 1997,
     under  the  laws  of  the  state  of  Delaware.

     The  Company  is  in the development stage, as defined in FASB Statement 7,
     with  its  principal activity being research and development in the area of
     metal  fatigue technology with the intent of future commercial application.
     The  Company  has  not paid any dividends and dividends that may be paid in
     the  future  will  depend  on the financial requirements of the Company and
     other  relevant  factors.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.   Property  and  Equipment

          The  cost  of property and equipment is depreciated over the estimated
          useful  lives  of  the related assets. Depreciation is computed on the
          straight-line  method  for financial reporting purposes and for income
          tax  reporting  purposes.

     b.   Intangible  Assets

          Intangibles  are  amortized  on  the straight-line method over periods
          ranging  from  5  to  20  years  (see  Note  3).

     c.   Net  Loss  Per  Share

          Net  loss  per  share is computed under FASB Statement 128. Under this
          statement,  when  common  shares are issued to acquire a business in a
          transaction  accounted  for  as  a  purchase business combination, the
          computation of earnings (loss) per share shall recognize the existence
          of  the  new  shares  only  from the acquisition date. The Company was
          formed  in 1997 and through the issuance of its common stock, acquired
          all  of  the  assets  and liabilities of Material Technology, Inc. The
          Company  accounted  for this recapitalization as a purchase, therefore
          loss  per  share  is  computed  only  for 1997 and subsequent periods.

     d.   Pervasiveness  of  Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions that affect certain reported amounts and disclosures.
          Accordingly,  actual  results  could  differ  from  those  estimates.

     e)   Fair  Value  of  Financial  Instruments

          The  Company  estimates the fair value of its financial instruments at
          their  current  carrying  amounts.

                                      F-14

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

     f)   Concentration  of  Credit  Risk

          Currently,  the  Company's  only  source  of  income  comes  from  its
          sub-contracts for Electrochemical Fatigue Sensor ("EFS") research with
          the  United  States  Air Force contractors. The Company believes these
          contracts  will  continue  through  2001.

     g)   Stock  Based  Compensation

          For  1998 and subsequent years, the Company has adopted FASB Statement
          123  which  establishes  a  fair  value  method  of accounting for its
          stock-based  compensation  plans.  Prior to 1998, the Company used APB
          Opinion  25.

     h)   Investments  in  companies  in  which  the Company has less than a 20%
          interest  are carried at cost. The Company includes dividends received
          from  those  companies  in other income. The Company applies dividends
          received in excess of the Company's proportionate share of accumulated
          earnings  as  a  reduction  of  the  cost  of  the  investment.

NOTE  3  -  INTANGIBLES

     Intangible  assets  consist  of  the  following:



                               Period of     December  31,
                              Amortization   1999     2000
                                --------  ---------  -------
                                            
Patent Costs                    17 Years  $ 28,494   $28,494

License Agreement               20 Years     6,250     6,250
     (See Note 5)                            _____     _____
                                            34,744    34,744
Less Accumulated Amortization              (20,043)  (22,032)
                                --------  ---------  -------

                                          $  14,701  $12,712
                                          =========  =======


     Amortization  charged  to operations for 1998, 1999, and 2000, were $1,990,
     $1,989,  and  $1,989,  respectively.


                                      F-15

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  4  -  LICENSE  AGREEMENT

     The  Company  has  entered  into a license agreement with the University of
     Pennsylvania regarding the development and marketing of the EFS. The EFS is
     designed  to  measure  electrochemically  the status of a structure without
     knowing the structure's past loading history. The Company is in the initial
     stage  of  developing  the  EFS.

     Under  the  terms  of  the  agreement  the Company issued to the University
     12,500  shares  of  its  common  stock,  and  a  5% royalty on sales of the
     product.  The Company valued the licensing agreement at $6,250. The license
     terminates  upon  the  expiration  of the underlying patents, unless sooner
     terminated  as  provided  in  the  agreement. The Company is amortizing the
     license  over  20  years.

     In  addition  to  entering  into  the licensing agreement, the Company also
     agreed  to  sponsor  the  development  of  the  EFS.  Under the Sponsorship
     agreement, the Company agreed to reimburse the University development costs
     totaling  approximately  $200,000  that  was  to  be  paid  in  18  monthly
     installments  of  $11,112.

     Under  the agreement, the Company reimbursed the University $10,000 in 1996
     for  the cost it incurred in the prosecution and maintenance of its patents
     relating  to  the  EFS.

     The  Company and the University agreed to modify the terms of the licensing
     agreement  and  related  obligation.  The  modified agreements increase the
     University's royalty to 7% of the sale of related products, the issuance of
     additional  shares  of  the  Company's  Common  Stock  to  equal  5% of the
     outstanding  stock  of the Company as of the effective date of the modified
     agreements,  and  to pay to the University 30% of any amounts raised by the
     Company  in  excess  of  $150,000 (excluding amounts received on government
     grants  or  contracts)  up  to  the  amount  owed  to  the  University.

     The  parties  agreed that the balance owed on the Sponsorship Agreement was
     $200,000 and commencing June 30, 1997, the balance due will accrue interest
     at  a  rate  of 1.5% per month until the loan matures on December 16, 2001,
     when the loan balance and accrued interest become fully due and payable. In
     addition,  under  the  agreement,  Mr.  Bernstein  agreed  to  limit  his
     compensation  from  the  Company  to  $150,000  per year until the loan and
     accrued  interest  is  fully paid. Interest charged to operations for 1998,
     1999,  and  2000,  relating  to  this  obligation was $39,240, $46,303, and
     $54,638,  respectively.  The  balance of the note at December 31, 1999, and
     2000,  was  $257,240  and  $303.543,  respectively,

NOTE  5  -  PROPERTY  AND  EQUIPMENT

     The  following  is  a  summary  of  property  and  equipment:

                                      F-16

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS



                                 December  31,
                             1999          2000
                          -----------  ------------
                                 
Office Equipment          $   23,380   $    23,380
Remote Monitoring System          --            --
Manufacturing Equipment      100,067       100,067
                          -----------  ------------
                             123,447       123,447
  Less: Accumulated
     Depreciation           (119,498)     (120,457)
                          -----------  ------------
                          $    3,949   $     2,990
                          ===========  ============


     Depreciation  charged  to  operations  was $2,900, $253, and $959, in 1998,
     1999,  and 2000, respectively. The useful lives of office equipment for the
     purpose  of computing depreciation are five years. Management will commence
     depreciating  its  manufacturing  equipment  upon  the  commencement of the
     manufacturing  of  its  products.

     The  Company's  equipment  has  been pledged as collateral on the agreement
     with  Advanced  Technology  Center  (See  Note  8(b)).

     In  1998,  the  Company had determined that based upon its current research
     and development program, its current Remote Monitoring System has no future
     use  and  probably  cannot be sold. Therefore, the Company charged its full
     cost  of  $97,160  to  operations.  The  $97,160 is included in general and
     administrative  expenses.  The  Company  determined  the  current value and
     impairment  loss  of  $97,160 based upon the present value of the expectant
     future  cash  flows  generated  from  the  current  system.

NOTE  6  -  NOTES  PAYABLE

     On  May  27,  1994,  the Company borrowed $25,000 from Mr. Sherman Baker, a
     current  shareholder.  The  loan  is evidenced by a promissory note that is
     assessed  interest  at  major  bank prime rate. The Company has pledged its
     patents  as  collateral  against  this  loan.

     As additional consideration for the loan, the Company granted to Mr. Baker,
     a  1%  royalty  interest in the Fatigue Fuse and a 0.5% royalty interest in
     the  Electrochemical  Fatigue Sensor. The Company has not placed a value on
     the  royalty  interest granted. The balance due on this loan as of December
     31,  1999,  and  2000,  was  $42,851,  and  $53,991, respectively. Interest
     charged  to  operations  for  1998,  1999  and 2000 was $2,993, $4,640, and
     $3,245,  respectively.

     The Company did not pay any amounts due on this note when it matured on May
     26,  1996,  and  the  note  is  in  default.

                                      F-17

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

     In  October  1996,  the  Company  borrowed  $25,000 from an unrelated third
     party.  Under  the  terms  of  the  promissory  note, the loan was assessed
     interest  at  an  annual  rate  of 10% and matured on October 15, 1998. The
     Company  renegotiated  the  terms of the loan. Under the revised terms, the
     note  is assessed interest at a rate of 11% per annum commencing January 1,
     1999,  and  matures  on  October  15,  2000. In addition the Company issued
     warrants  to  the  lender for the purchase of 2,500 shares of the Company's
     common stock at a price of $1.00 per share. The loan balance as of December
     31,  1999  and 2000 was $25,527 and $25,527, respectively. Interest charged
     to  operations  on  this loan in 1998, 1999, and 2000, were $2,500, $2,750,
     and  $2,750,  respectively.

     The  Company  did  not  pay any amounts due on this note when it matured on
     October  15,  2000,  and  the  note  is  in  default.

NOTE  7  -  INCOME  TAXES

     Income  taxes  are  provided  based  on  earnings  reported  for  financial
     statement  purposes  pursuant  to  the provisions of Statement of Financial
     Accounting  Standards  No.  109  ("FASB  109").

     FASB  109  uses the asset and liability method to account for income taxes.
     That  requires  recognizing  deferred  tax  liabilities  and assets for the
     expected future tax consequences of temporary differences between tax basis
     and  financial  reporting  basis  of  assets  and  liabilities.

     An  allowance  has  been  provided for by the Company which reduced the tax
     benefits accrued by the Company for its net operating losses to zero, as it
     cannot  be  determined  when,  or  if,  the tax benefits derived from these
     operating losses will materialize. As of December 31, 2000, the Company has
     unused  operating loss carryforwards, which may provide future tax benefits
     in  the  amount  of  approximately $2,393,000 which expire in various years
     through  2020.

     The  Company's  use of its net operating losses may be restricted in future
     years  due  to  the  limitations  pursuant to IRC Section 382 on changes in
     ownership.

                                      F-18

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES

     The  Company's  commitments  and  contingencies  are  as  follows:

     a.   On  December 24, 1985, to provide funding for research and development
          related  to  the  Fatigue  Fuse,  the  Company  entered  into  various
          agreements  with  the  Tensiodyne  1985-I  R  &  D  Partnership. These
          agreements  were  amended  on  October  9, 1989, and under the revised
          terms,  obligated  the Company to pay the Partnership a royalty of 10%
          of  future gross sales. The Company's obligation to the Partnership is
          limited to the capital contributed to it by its partners in the amount
          of  approximately  $912,500  and  accrued  interest.

     b.   On  August 30, 1986, the Company entered into a funding agreement with
          the  Advanced  Technology  Center ("ATC"), whereby ATC paid $45,000 to
          the  Company for the purchase of a royalty of 3% of future gross sales
          and  6% of sublicensing revenue. The royalty is limited to the $45,000
          plus an 11% annual rate of return. At December 31, 1999, and 2000, the
          future  royalty  commitment  was  limited  to  $184,359  and $204,639,
          respectively.

          The  payment  of  future royalties is secured by equipment used by the
          Company  in  the development of technology as specified in the funding
          agreement.

     c.   On May 4, 1987, the Company entered into a funding agreement with ATC,
          whereby  ATC  provided  $63,775  to  the Company for the purchase of a
          royalty  of  3% of future gross sales and 6% of sublicensing revenues.
          The agreement was amended August 28, 1987, and as amended, the royalty
          cannot  exceed  the lesser of (1) the amount of the advance plus a 26%
          annual  rate of return or, (2) total royalties earned for a term of 17
          years.

          At  December 31, 1999, and 2000, the total future royalty commitments,
          including  the  accumulated 26% annual rate of return, were limited to
          approximately $1,086,693, and $1,369,233, respectively. If the Company
          defaults  on  the  agreement,  then  the  obligation  relating to this
          agreement  becomes  secured  by  the  Company's patents, products, and
          accounts receivable, which may be related to technology developed with
          the  funding.

     d.   In 1994, the Company issued to Variety Investments, Ltd. of Vancouver,
          Canada  ("Variety"),  and a 22.5% royalty interest on the Fatigue Fuse
          in consideration for the cash advances made to the Company by Variety.

          In  December  1996, in exchange for the Company issuing 250,000 shares
          of  its  Common Stock to Variety, Variety reduced its royalty interest
          to 20%. In 1998, in exchange for the Company issuing 733,280 shares of
          its  Common  Stock to Variety, Variety reduced its royalty interest to
          5%.

                                      F-19

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

     e.   In 1995, the Company entered into an agreement with an unrelated third
          party  for providing the idea of pursuing government contracts for the
          funding  of the development of the Company's technologies, under which
          he  would receive a number of the Company's Common Stock equal to 2.5%
          of  the  number  of  shares  outstanding  as  of the date a government
          contract  is  signed,  15%  of the amount of the respective government
          contract,  and  an  appointment  to  the Company's Board of Directors.
          Funds  due him are to be paid only when such funds become available to
          the  Company. The Company and the third part disagree as to the amount
          owed  and the timing of payment under the Agreement and are attempting
          to  settle  the  disagreements  amicably.

          Under  the  agreement, the Company's obligation is created on the date
          the  government  contract  is  signed.  Under  the agreement with this
          individual,  the  amounts due are to be evidenced by a promissory note
          bearing  interest  at  major  bank  prime.

          The Agreement contains anti-dilution provisions relating to the shares
          to  be  issued  that  expire  once  $50,000  is  paid.  The  Company's
          obligation  to have this person as a Director expires once all amounts
          due are paid. The contingent amount due has been personally guaranteed
          by  the  Company's  President and is secured by the Company's patents,
          subject  to  a  prior  lien  in  favor of the Company's President. The
          personal  guarantee  expires  upon  the individual receiving $100,000.

     f.   In  1999,  the  Company  was  notified  that  a former consultant used
          company materials to sell shares of the Company's stock to the public.
          The Consultant defrauded 25 investors out of $112,000. The Company had
          no  knowledge  of  his  actions.  But  in  order  to  avoid  potential
          litigation  and  have  the  ability  to  pursue  the  claims  of these
          investors,  the Company authorized issuance of up to 110,000 shares of
          its  restricted  Common  Stock  to these investors in exchange for the
          assignment  of their respective claims to the Company and a release of
          any  claims  against  the  Company.  During 2000, 65,028 shares of the
          Company's  common  stock  were  issued  to  these defrauded investors.

     g.   As  discussed  in Note 6, the Company granted a 1% royalty interest in
          the  Company's  Fatigue  Fuse  and  a  .5%  royalty  interest  in  its
          Electrochemical  Fatigue  Sensor  to  Mr.  Sherman  Baker  as  part
          consideration  on  a  $25,000  loan  made by Mr. Baker to the Company.

          A  summary  of  royalty interests that the Company has granted and are
          outstanding  as  of  December  31,  1999,  follows:

                                      F-20

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS



                                    Fatigue   Fatigue
                                     Fuse      Sensor
                                   ---------  --------
                                        
Tensiodyne 1985-1 R&D Partnership       -- *       --
Advanced Technology Center
  Future Gross Sales                  6.00%*       --
  Sublicensing Fees                     -- **      --
Variety Investments, Ltd               5.00%       --
University of Pennsylvania
   Net Sales of Licensed Products        --      7.00%
   Net Sales of Services                 --      2.50%
Sherman Baker                          1.00%     0.50%
                                   ---------  --------

                                      12.00%    10.00%
                                   =========  ========

*    Royalties  limited  to  specific rates of return as discussed in Notes 8(a)
     and  (b)  above.

**   The  Company  granted  12%  royalties  on  sales  from  sublicensing. These
     royalties are also limited to specific rates of return as discussed in Note
     8(b)  and  (c)  above.



     g)   Operating  Leases

          The  Company  leases its existing office under a non-cancelable lease,
          which  expires  on  May  31,  2002.

          Rental  expense charged to operations for the years ended December 31,
          1998,  1999, and 2000 was approximately $22,632, $25,375, and $23,129,
          which  consisted  solely  of  minimum  rental  payments.

          In  addition  to rent, the Company is obligated to pay property taxes,
          insurance,  and other related costs associated with the leased office.

          Minimum  rental  commitments  under the noncancelable leases expire as
          follows:

          Year  Ended  2001                    $    27,121
          Year  Ended  2002                    $    11,740

NOTE  9  -  INVESTMENTS

     a)   The  Company  acquired 6,625,000 of Class A Common Stock of Tensiodyne
          Corporation.  During  1996, the Company received approximately $17,750
          through  the sale of 50,000 shares of Tensiodyne Corporation stock. Of
          the  6,575,000  shares  of  Tensiodyne  shares held as of December 31,
          1996,  only  690,000  shares were unrestricted and available for sale.
          The  Company  valued these 690,000 shares at their quoted market price
          on  December  31,  1996  of  $.08  per  share  totaling  $55,200.

                                      F-21

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

          As of December 31, 1997, all of the 6,575,000 shares were unrestricted
          and  available for sale. The quoted market price of these shares as of
          December  31,  1997,  was  $.10 per share. However, due to the share's
          limited market, the Company could not sell any of these shares at that
          price.  Tensiodyne  Corporation is a development stage company with no
          sales history and little prospect of commencing operations in the near
          future. The Company believed that its inability to sell the Tensiodyne
          shares  held at their quoted market price would continue indefinitely.
          Therefore, as of December 31, 1997, the Company continued to value the
          Tensiodyne  shares  at  $55,200,  the  estimated net proceeds that the
          Company  believed  it would receive if it sold the shares at that date
          in  bulk.

          In  1998,  the  Board  of  Shareholders'  of Tensiodyne authorized two
          reverse  stock  splits  that  reduced  the  total  shares owned by the
          Company  to  65,750. These shares were valued at December 31, 1998, at
          their  quoted  market price of $.1250 per share totaling $8,219. As of
          December  31,  2000,  the  Company determined that these shares had no
          market  value  and  valued  its  interest  in  these  shares  at  $ 0.

     b)   In  1998,  the  Company  acquired  through  a  private stock offering,
          115,000  shares  of DCH Technology for $90,000. The Company sold these
          shares  throughout  1998  and 1999 for net proceeds totaling $265,846,
          thereby  reporting a net gain from these sales in 1998 of $171,450 and
          in  1999  of  $4,396.

     c)   The  Company owns a .5% interest in Antaeus Research, LLC. During 1999
          and  2000, the Company invested $33,000. The Company accounts for this
          investment  under  the  Cost  Method.

NOTE  10  -  STOCKHOLDERS'  EQUITY

     a.   Warrants

          On  June  25,  1998,  the  Company  granted  warrants to Mr. Robert M.
          Bernstein  and  Mr.  Joel  Freedman  to acquire 1,800,000, and 200,000
          shares of the Company's Common Stock, respectively. The exercise price
          at  June  25,  1998,  was initially $.50, but on November 6, 1998, the
          Company's  Board  reduced  the  purchase  price  to  $.10 a share. The
          warrants  were  to  expire  on  June  30,  2002.

                                      F-22

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

          The  Company  valued  the  warrants  issued to Mr. Bernstein using the
          Black-Sholes  option  pricing  model  using  with  the  following
          assumptions:  risk-free  interest  rate of 5.5%, dividend yield of 0%,
          volatility factor of the expected market price of the Company's common
          stock  of  .12 and the expected life of the warrants of 42 months. For
          1998,  and  1999,  the  Company charged the fair value of the warrants
          totaling  $27,567  in  each  year  to  operations. These warrants were
          cancelled  in  1999.

     b.   Common  Stock

          The holders of the Company's Common Stock are entitled to one vote per
          share  of  common  stock  held.

     c.   Class  B  Common  Stock

          The  holders of the Company's Class B Common Stock are not entitled to
          dividends, nor are they entitled to participate in any proceeds in the
          event  of  a  liquidation  of  the  Company.  However  the holders are
          entitled  to  500  votes  for  each  share  of  Class  B  Common held.

     d.   Class  A  Preferred  Stock

          During  1991,  the  Company  sold  to a group of 15 individuals, 2,585
          shares  of  $100  par  value  preferred stock and warrants to purchase
          2,000  shares  of  common stock for a total consideration of $258,500.

          In  the  Company's  1994  spin  off,  these  shares were exchanged for
          350,000  shares  of  the Company's Class A Convertible Preferred Stock
          and  300,000  shares  of its Common Stock. The holders of these shares
          have a liquidation preference to receive out of assets of the Company,
          an amount equal to $.72 per one share of Class A Preferred Stock. Such
          amounts  shall  be paid upon all outstanding shares before any payment
          shall  be  made or any assets distributed to the holders of the common
          stock  or  any other stock of any other series or class ranking junior
          to  the  Shares  as  to  dividends  or  assets.

          These  shares  are convertible to shares of the Company's common stock
          at  a  conversion price of $.72 ("initial conversion price") per share
          of  Class  A  Preferred Stock that will be adjusted depending upon the
          occurrence  of  certain  events. The holders of these preferred shares
          shall  have  the right to vote and cast that number of votes which the
          holder  would have been entitled to cast had such holder converted the
          shares  immediately  prior  to  the  record  date  for  such  vote.

          The  holders  of  these  shares  shall  participate  in  all dividends
          declared  and paid with respect to the Common Stock to the same extent
          had  such  holder converted the shares immediately prior to the record
          date  for  such  dividend.

                                      F-23

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

          In  2000, a holder of 12,259 shares of preferred stock exchanged these
          shares for 12,259 shares of the Company's common. The 12,259 shares of
          preferred  were  subsequently  cancelled.

     e.   Issuances  Involving  Non-cash  Consideration

          All  issuances  of the Company's stock for non-cash consideration have
          been  assigned a dollar amount equaling either the market value of the
          shares issued or the value of consideration received whichever is more
          readily  determinable.  The  majority  of  the  non-cash consideration
          received  pertains  to  services  rendered  by consultants and others.

          During  1998,  the  Company  issued a total of 1,121,617 shares of its
          Common Stock in exchange for services. During 1999, the Company issued
          a total of 4,202,205 shares of its Common Stock for services and other
          non-cash  consideration.  During  2000,  the Company issued a total of
          9,620,732  shares  of its Common Stock for services and other non-cash
          consideration.  A  summary  of  each  transaction  follows:

          On  May 1, 1998, the Company issued 259,427 shares to two consultants.
          These  shares were valued at $25,943. Also on May 1, 1998, the Company
          issued  302,190  to  Joel  Freedman,  a  Director  of the Company, for
          services  rendered.  These shares were valued at $30,219. On September
          1,  1998,  the  Company issued to a consultant 200,000 shares of stock
          for  services  relating to marketing efforts. These shares were valued
          at  $20,000.  On  October  9,  1998, Company issued 100,000 shares for
          consulting  services. These shares were valued at $10,000. In November
          1998,  the  Company  issued  60,000  shares  to  a  company for public
          relations  and marketing services. These shares were valued at $6,000.
          On  November  24,  1998,  the  Company  issued to a consultant 200,000
          shares  of  stock for consulting services. These shares were valued at
          $20,000.

          On February 4, 1999, the Company issued 175,000 shares in exchange for
          the  cancellation  of  $66,667 of indebtedness due to a consultant. On
          March  5,  1999,  the Company issued 50,000 shares to Mr. John Goodman
          for  services  rendered  relating  to  the  research  and  development
          projects.  These  shares were valued at $2,500. Also on March 5, 1999,
          the  Company  issued  50,000 shares to a consultant. These shares were
          valued  at $2,500. On April 15, 1999, the Company issued 50,000 shares
          to  a consultant. These shares were valued at $2,500. On June 9, 1999,
          the  Company  issued 2,000,000 shares to its President in exchange for
          canceling  $100,000  of  indebtedness  due  him.  On May 27, 1999, the
          Company  issued  its  director, Joel Freedman, 200,000 shares of stock
          from  services. These shares were valued at $10,000. On June 21, 1999,
          the  Company  issued  100,000  shares to a consultant for $.35 a share
          payable  by  a  non-recourse,  non-interest  bearing  promissory  note
          payable  on  or  before  June  15,  2003 and is secured by the 100,000

                                      F-24

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

          shares.  The  shares  were  valued at the present value of the note of
          $23,541.  On  June  12,  1999, the Company issued 200,000 shares to an
          attorney for services. These shares were valued at $10,000. On July 7,
          1999,  the  Company  issued  672,205  shares  to  the  University  of
          Pennsylvania pursuant to the terms of the modified licensing agreement
          as discussed in Note 4. These shares were valued at par. On August 23,
          1999,  the  Company issued 50,000 shares to a consultant. These shares
          were valued at $2,500. On September 29, 1999, the Company issued 8,000
          shares  for  public  relations  services.  These shares were valued at
          $400.  On October 27, 1999, the Company issued 300,000 to its board of
          advisors.  These  shares were valued at $30,000. On November 12, 1999,
          the  Company  issued  25,000 shares to a consultant. These shares were
          valued  at  $2,500.  On  November  14, 1999, the Company issued 92,000
          shares  to  Mr.  John Goodman for services rendered in connection with
          the  development  of  the  fatigue  fuse.  These shares were valued at
          $9,200.  On  December  14, 1999, the Company issued 50,000 shares to a
          consultant.  These shares were valued at $5,000. On December 21, 1999,
          the  Company issued 20,000 shares to a consultant for public relations
          services.  These  shares  were valued at $1,500. On December 21, 1999,
          the  Company  issued  10,000  shares  to  an  individual who is on the
          Company's  advisory  board.  These  shares  were  valued at $1,000. On
          December  30, 1999, the Company issued 150,000 shares to a consultant.
          These  shares  were  valued  at  $15,000.

          On  January 31, 2000, the Company issued 50,000 shares of common stock
          to a member of its advisory board. These shares were valued at $5,000.
          On  February 8, 2000, the Company issued 10,000 shares of common stock
          to a consultant who assisted in developing the Company's web site. The
          Company  valued  these  shares  at  $1,000.  On February 28, 2000, the
          Company  issued  200,000 of common stock to a consultant for financial
          services.  These  shares  were valued at $20,000. Also on February 28,
          2000,  the  Company issued 4,500 of common stock to a public relations
          consultant.  These shares were valued at $4,500. On March 9, 2000, the
          Company issued 100,000 of common stock to a consultant in cancellation
          of $100,000 due. On March 13, 2000, the Company issued two consultants
          a  total of 75,000 shares of common stock for services relating to the
          development  of the fatigue fuseThese shares were valued at $7,500. On
          March 21, 2000, the Company's President returned to the Company 40,000
          shares  of  Common  stock  in  exchange for receiving 40,000 shares of
          Class  B  common  stock.  On March 29, 2000, the Company issued 50,000
          shares  of  common stock to a consultant for financial services. These
          shares  were  valued at $10,000. On April 11, 2000, the Company issued
          15,000 shares of common stock to consultant relating to the operations
          of  the  Company joint venture. These shares were valued at $3,000. On
          April  11,  2000, the Company issued 25,000 shares of common stock for
          advisory  services.  These  shares were valued at $5,000. On April 28,
          2000,  the  Company  issued 30,000 shares of common stock for advisory
          services.  These  shares  were  valued at $12,000. On May 4, 2000, the
          Company  issued  12,529  shares  of  its  common stock in exchange for
          12,529  shares  of  its  preferred  stock.  The  preferred shares were
          subsequently  cancelled.  On  May  25,  2000,  the  Company issued its

                                      F-25

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

          President 4,650,000 shares its common stock in exchange for $4,650 and
          a  $1,855,350  non-recourse  promissory  note  bearing  interest at an
          annual  rate of 8%. On the same day, the Company issued 350,000 shares
          its  common  stock  to  a Director in exchange for $350 and a $139,650
          non-recourse promissory note bearing interest at an annual rate of 8%.
          Both  notes  mature  on  May  25, 2005, when the principal and accrued
          interest  becomes fully due and payable. On July 13, 2000, the Company
          issued  40,000  shares  of  its common stock for legal services. These
          shares were valued at $10,000. On October 27, 2000, the Company issued
          4,183,675  to  its  President  for  futures  services  to  be rendered
          pursuant  to  a stock grant and escrow agreement. As discussed further
          in  Note  11,  these shares are held in escrow, subject to substantial
          restrictions  and  the  actual  shares  that may vest to the President
          could  be  substantially  less  then  the  number  of shares placed in
          escrow.  These  shares  were  valued  at  par.  On  November 14, 2000,
          pursuant  to  the  stock  grant  and  escrow  agreement, the President
          returned  400,000  shares  of  common  stock  to the Company that were
          subsequently cancelled. On the same day, 400,000 shares were issued in
          exchange for $22,490. On December 19, 2000, the Company issued 200,000
          shares  of  its common stock to a consultant. These shares were valued
          at  $10,000.  During  January  and  February  2000, the Company issued
          65,028 shares of its common stock to investors who were defrauded by a
          former  consultant of the Company. These shares were valued at par. In
          February  2000,  the  Company received $251,798 from the proceeds from
          the  sale of shares of DCH Technologies, Inc. These shares were placed
          in  a brokerage account in 1998 by a shareholder of the Company on the
          Company's behalf. The Company had no access to the account. Due to the
          restrictive  covenants  of  the brokerage account, the Company did not
          reflect  the  transaction  on  its financial statements prior to 2000,
          when  the  shares  were  sold.  The  Company  credited the proceeds to
          additional  paid-in  capital.

NOTE  11  -  TRANSACTIONS  WITH  MANAGEMENT

     a.   During 1993, Mr. Bernstein exercised warrants to purchase 6,000 shares
          of the Company's common stock. Pursuant to the resolution on April 12,
          1993,  adjusting  the  per  share  amount  from  $10.00  to $2.50, Mr.
          Bernstein  paid $60 and executed a five year non-interest bearing note
          to  the  Company  for  $14,940.  The Note is non-recourse and the only
          security  pledged  for  the  obligation  is  the  stock purchased. The
          promissory  note  was  extended  to  the  year  2003.

     .    In  1998,  the  Company issued 2,430,000 shares of its common stock to
          Mr.  Bernstein  in  exchange  for  the  cancellation  of  $170,000  of
          indebtedness.

     b.   In 1998, the Company issued to a Director 302,190 shares of its common
          stock  for  consulting  services  valued  at  $30,219

                                      F-26

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

     c.   In  1998,  the  Company granted warrants to Mr. Bernstein and Mr. Joel
          Freedman  to  acquire  1,800,000  and  200,000 shares of the Company's
          Common Stock, respectively, at a price of $.10 a share. These warrants
          were  cancelled  in  1999.

     d.   In  1999,  the  Company issued 2,000,000 shares of its Common Stock in
          exchange  for  the  cancellation  of $100,000 of indebtedness owed its
          President.

     e.   During  2000,  the  President advanced the Company $8,000 and received
          $39,500  from  the  Company.  The  outstanding  amount  due  from  the
          President  as  of  December 31, 2000 is $22,052. The amount of accrued
          interest  charged to operations on the President's loans in 1998, 1999
          were $8,425, and $3,516, respectively. The amount of interest credited
          to  operations  for  2000  totaled  $822.

          As  of  December  31,  2000,  the  Company  accrued  $40,000 of unpaid
          compensation  owed  its  President.

     f.   On May 25, 2000, the Company issued its President 4,650,000 shares its
          common  stock  in  exchange  for  $4,650 and a $1,855,350 non-recourse
          promissory  note bearing interest at an annual rate of 8%. On the same
          day,  the Company issued 350,000 shares its common stock to a Director
          in  exchange  for  $350  and  a  $139,650 non-recourse promissory note
          bearing interest at an annual rate of 8%. Both notes mature on May 25,
          2005,  when  the  principal and accrued interest becomes fully due and
          payable.  At  the  date  of  issuance,  the  shares were valued by the
          Company  at  $.40  per  share.

     g.   On  October  27,  2000,  the  Company  issued  4,183,675 shares to its
          President  for  future  compensation  pursuant to a Stock Escrow/Grant
          Agreement. Under the terms of the agreement, the President is required
          to  hold these shares in escrow. While in escrow, the President cannot
          vote the shares but has full rights as to cash and non-cash dividends,
          stock  splits  or other change in shares. Any additional shares issued
          to  the  President  by reason of the ownership of the 4,183,675 shares
          will  also  be  escrowed  under  the  same  terms  of  the  agreement.

          Upon the exercise by certain holders of Company options or warrants or
          upon  the need by the Company, in the sole discretion of the Board, to
          issue  common  stock to certain individuals or entities, the number of
          shares  required  for  issuance to these holders will be returned from
          escrow  by  the  President  thereby  reducing  the number of shares he
          holds.  The  shares  held  in  escrow are non-transferable and will be
          granted  to  the  Company's  President  only  upon  the  exercise  or
          expiration  of  all  of the options and warrants, the direction of the
          Board,  in  its  sole  discretion,  or  the  mutual  agreement  by the
          President  and  the Board of Directors to terminate the agreement. The
          Company  valued  these  shares  at  par.  Upon the actual grant of the
          remaining  shares  to  the President, the shares issued will be valued
          its  market  value  when  issued  and  charged  to  operations  as
          compensation.

                                      F-27

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  12  -  STOCK-BASED  COMPENSATION  PLANS

     a    In  1996,  the Company adopted the 1996 Stock Option Plan and reserved
          1,700,000  shares  of  Common  Stock  for distribution under the Plan.
          Eligible  Plan  participants include employees, advisors, consultants,
          and  officers  who  provide  services  to  the  Company.  A  Committee
          appointed  by  the  Company's Board of Directors determines the option
          price  and the number of shares subject to each option granted. In the
          case  of  Incentive Stock Options granted to an optionee who owns more
          than 10% of the Company's outstanding stock, the option price shall be
          at  least  110% of the fair market value of a share of common stock at
          date  of  grant. In 2000, the Company increased the number of reserved
          shares  to  6,800,000.

          In  1998,  the  Company  granted  options to acquire 900,000 shares of
          which  500,000  shares were exercised for $125,000. In addition, under
          the  Plan,  the Company issued additional 50,000 shares for consulting
          services.  The  Company charged the fair value of the 50,000 shares of
          $5,000  to  operations.

          In  1999,  the  Company  granted  options to acquire 775,000 shares of
          Common Stock through the Plan. The Company did not issue any shares in
          1999  under  the  Plan.

     b.   In  1998, the Company adopted the 1998 Stock Plan and reserved 800,000
          shares  of  Common Stock for distribution under the plan. The Plan was
          adopted  to  provide a means by which the Company could compensate key
          employees, advisors, and consultants by issuing them stock in exchange
          for  services  and  thereby  conserve  the Company's cash resources. A
          Committee  of  the  Board  of  Directors  determines  the value of the
          services  rendered  and  the  related  number  of  shares to be issued
          through  the  Plan  for these services. In 2000, the Company increased
          the  number  of  reserved  shares  to  6,800,000.

          In 1998, the Company issued 310,000 shares of Common Stock through the
          plan  in  exchange  for  consulting services. The Company valued these
          shares  at  $31,000,  the  fair  value  of  the  services  rendered.

          The  following  is  summary  of  the 1996 and 1998 Stock option plans:

                                      F-28

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS


Material  Technologies,  Inc.
Reconcilation  of  Stock  Option  Plans





                                                    1996 STOCK OPTION PLAN   1998 STOCK OPTION PLAN        1998 STOCK PLAN
                                                    ----------------------  --------------------------  ----------------------
                                                                WEIGHTED                     WEIGHTED                 WEIGHTED
                                                                AVERAGE                       AVERAGE                  AVERAGE
                                                     NUMBER OF  EXERCISE    NUMBER OF         EXERCISE    NUMBER OF   EXERCISE
                                                      SHARES      PRICE       SHARES            PRICE      SHARES       PRICE
                                                     ---------  ---------  ------------    ------------  -----------  ---------
                                                                                                 
OUTSTANDING JAN 1, 1997                          1)          -  $       -             -  $            -            -  $       -
                                                     =========  =========  ============    ============  ===========  =========
GRANTED                                                      -  $       -             -  $            -               $       -
EXERCISED                                                    -  $       -             -  $            -               $       -
FORFIETED                                                    -  $       -             -  $            -               $       -
                                                     ---------  ---------  ------------    ------------  -----------  ---------
OUTSTANDING JAN 1, 1998                                      -  $       -             -  $            -            -  $       -
                                                     =========  =========  ============    ============  ===========  =========
GRANTED                                                      -  $       -    900,000.00  $         0.64   310,000.00  $    0.10
EXERCISED                                                    -  $       -    550,000.00  $         0.19   310,000.00  $    0.10
FORFIETED                                                    -  $       -             -  $            -            -  $       -
                                                     ---------  ---------  ------------    ------------  -----------  ---------
OUTSTANDING DEC 31, 1998                                     -  $       -    350,000.00  $            -            -  $       -
                                                     =========  =========  ============    ============  ===========  =========
GRANTED                                                      -  $       -    750,000.00  $         0.25            -  $       -
EXERCISED                                                    -  $       -    100,000.00  $         0.35            -  $       -
FORFIETED                                                    -  $       -             -  $            -               $       -
                                                     ---------  ---------  ------------    ------------  -----------  ---------
OUTSTANDING DEC 31, 1999                                     -  $       -  1,000,000.00  $            -  $         -  $       -
                                                     =========  =========  ============    ============  ===========  =========
GRANTED                                                      -  $       -             -  $                 6,800,000  $       -
EXERCISED                                                    -  $       -     50,000.00  $         0.25    5,894,500  $    0.41
FORFIETED                                                    -  $       -             -  $            -               $       -
                                                     ---------  ---------  ------------    ------------  -----------  ---------
OUTSTANDING DEC 31, 2000                                     -  $       -    950,000.00  $            -  $905,500.00  $       -
                                                     =========  =========  ============    ============  ===========  =========
WEIGHTED AVERAGE FAIR VALUE OF OPTIONS GRANTED
   DURING 1998                                                                           $         0.19
                                                                                           ============
WEIGHTED AVERAGE FAIR VALUE OF OPTIONS GRANTED
   DURING 1999                                                                           $         0.00
                                                                                           ============
WEIGHTED AVERAGE FAIR VALUE OF OPTIONS GRANTED
   DURING 2000                                                                           $         0.00
                                                                                           ============


     1)  Plan  transferred  to  SecureFone  America  in  February  1997  reoganization








                                      F-29

MATERIAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  13  -  SUBSEQUENT  EVENTS

          In  January  2001,  the  Company's  Board  of Directors authorized the
          issuance  of  450,000  shares  of  its Common Stock to individuals for
          legal  and  consulting  services.

          In  February  2001,  the  Company's  Board of Directors authorized the
          issuance  of  6,000,000  shares  of  its Common Stock to the Company's
          President  for  past  compensation  due  valued  at  $.10  per  share.

                                      F-30