UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 23, 2004
Material Technologies, Inc.
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Exact Name of Registrant as specified in its charter
Delaware 33-23617 95-4622822
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State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
11661 San Vicente Blvd., Suite 707, Los Angeles, California 90049
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (310) 208-5589
Section 3 - Securities and Trading Markets
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Item 3.02 Unregistered Sales of Equity Securities
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On August 23, 2004, the registrant issued five hundred ninety-nine thousand
shares of registrant's Common Stock par value $.001 (the "Shares") for
services rendered by certain engineers who have assisted, and continue to
assist, the Company in developing its products. The engineering services
rendered by these individuals were valued by the Company at $1,394,173 and
the Company relied on Section 4(2) of the Securities Act in issuing the
shares to these individuals. The issuance was in a private transaction and
was not effected through any broker or dealer.
On October 1, 2004, the registrant issued thirty-six thousand nine hundred
twenty-three shares of registrant's Common Stock par value $.001 (the
"Shares") for services to a company who assists companies, such as the
registrant, in finding and licensing technologies relevant to the
registrant's business enterprise. The services were valued by the Company
at $78,055.22 and the Company relied on Section 4(2) of the Securities Act
in issuing the shares to this entity. The issuance was to a corporation in
a private transaction and was not effected through any broker or dealer.
On October 6, 2004, the registrant issued two hundred thousand shares of
registrant's Common Stock par value $.001 (the "Shares") for services
rendered by an individual. The marketing services rendered were valued by
the Company at $422,800 and the Company relied on Section 4(2) of the
Securities Act in issuing the shares to this individual. The issuance was
to an individual in a private transaction and was not effected through any
broker or dealer.
On October 14, 2004, the registrant issued one hundred thirty thousand
shares of registrant's Common Stock par value $.001 (the "Shares") for cash
consideration in the amount of $10,000. The Company relied on Section 4(2)
of the Securities Act in issuing the shares. The issuance was a private
transaction and was not effected through any broker or dealer.
On October 15, 2004, the registrant issued two million two hundred sixty
thousand shares of registrant's Common Stock par value $.001 (the "Shares")
for services rendered by one of its board members. The member's services
rendered were valued by the Company at $3,970,820 and the Company relied on
Section 4(2) of the Securities Act in issuing the shares to this director.
The issuance was to a director of the Company in a private transaction and
was not effected through any broker or dealer.
On October 25, 2004, the registrant issued one hundred thousand shares of
registrant's Common Stock par value $.001 (the "Shares") for accounting
services. The services rendered were valued by the Company at $251,000 and
the Company relied on Section 4(2) of the Securities Act in issuing the
shares to this individual. The issuance was to an individual in a private
transaction and was not effected through any broker or dealer.
On November 1, 2004, the registrant issued one million five hundred
thousand shares of registrant's Common Stock par value $.001 (the "Shares")
for engineering, consulting and director services. The services rendered
were valued by the Company at $2,520,000 and the Company relied on Section
4(2) of the Securities Act in issuing the shares to this individual. The
issuance was to an individual in a private transaction and was not effected
through any broker or dealer.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Material Technologies, Inc.
November 8, 2004 By: /s/ Robert M. Bernstein
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Robert M. Bernstein, CEO