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Item 1.01        Entry into a Material Definitive Agreement

          On December 27, 2006, we entered into a Settlement Agreement and Release, as well as Irrevocable Escrow Instructions, to settle a lawsuit filed on March 8, 2006, by Stephen Forrest Beck against us in the Superior Court of the State of California, County of Los Angeles, Case No. SC088898, titled Stephen Forrest Beck v. Material Technologies, Inc. and Robert M. Bernstein.  As consideration under the settlement, we issued 5,000,000 shares of our common stock to Mr. Beck, with said shares to be held by an escrow agent and distributed to Mr. Beck monthly with a trading limit equal to eight percent (8%) of the previous month’s trading volume for our common stock, until Mr. Beck has received a total of $800,000.  In addition, Mr. Beck received $44,000 cash and will, after future conditions are met, receive 1,895,000 shares of our common stock and will have anti-dilution rights on those shares to maintain his percentage ownership for an agreed-upon period of time.

Item 3.02        Unregistered Sales of Equity Securities

          On December 27, 2006, as consideration under the Settlement Agreement and Release entered into with Stephen Forrest Beck, we issued an aggregate of five million (5,000,000) shares to Mr. Beck, with said shares to be held by an escrow agent and distributed to Mr. Beck monthly with a trading limit equal to eight percent (8%) of the previous month’s trading volume for our common stock, until Mr. Beck has received a total of $800,000.  In addition, after future conditions are met, Mr. Beck will receive 1,895,000 shares of our common stock and will have anti-dilution rights on those shares to maintain his percentage ownership for an agreed-upon period of time.  We issued five million (5,000,000) shares to Mr. Beck to be held in escrow until the conditions are met with respect to the anti-dilution shares.  These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Mr. Beck is an accredited investor.

          On December 28, 2006, we issued 32,251,000 shares of our common stock to approximately fifty (50) different individuals and entities that have provided consulting services or advisory services to, or have been inventors for, the company.  These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the holders are sophisticated investors familiar with our operations.

          On December 28, 2006, we issued 5,019,000 shares of our common stock to UTEK CORPORATION, a Delaware corporation (“UTEK”), pursuant to the anti-dilution provisions of the Acquisition Agreement we entered into with UTEK dated August 18, 2006.  UTEK was entitled to these shares due to the 35,850,000 shares we previously issued to our officers and directors.  This issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and UTEK is a sophisticated investor familiar with our operations.

Item 9.01        Financial Statements and Exhibits

          (d)        Exhibits

Exhibit No.		Description
10.1		Settlement Agreement and Release
10.2		Irrevocable Escrow Instructions

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Dated:  January 3, 2007		Material Technologies, Inc.,
		a Delaware corporation
		/s/ Robert M. Bernstein
		By:  Robert M. Bernstein
		Its:   Chief Executive Officer

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