UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K -------- CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2005 Material Technologies, Inc. --------------------------- Exact Name of Registrant as specified in its charter Delaware 33-23617 95-4622822 -------------------------------------------------------------------------------- State or other jurisdiction Commission IRS Employer of incorporation File Number Identification No. 11661 San Vicente Blvd., Suite 707, Los Angeles, California 90049 -------------------------------------------------------------------------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: (310) 208-5589 Section 2. - Financial Information ---------------------------------- Item 2.01 Completion of Acquisition or Disposition of Assets ------------------------------------------------------------ (a) On March 10, 2005, the registrant sold certain shares in Langley Park Investments PLC, a corporation organized under the laws of England and Wales ("Langley"). (b) The number of Langley shares sold was one million (1,000,000). (c) The Langley shares were sold in a broker transaction on the London Stock Exchange through a registered broker dealer licensed in the United Kingdom to third parties. (d) The total consideration received by the registrant for the Langley shares was two hundred and eighty-five thousand five hundred fifteen and 64/100 dollars ($285,515.64) SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Material Technologies, Inc. --------------------------- March 11, 2005 By: /s/ Robert M. Bernstein -------------- ---------------------------- Robert M. Bernstein, CEO