MATERIAL
TECHNOLOGIES, INC.
11661
San Vicente Blvd., Suite 707
Los
Angeles, CA 90049
September
1, 2006
VIA
ELECTRONIC SUBMISSION
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
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Re: |
Material
Technologies, Inc. (the “Company”)
Registration
Statement on Form SB-2
Filed
July 31, 2006
File
No. 333-135051
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Ladies
and Gentlemen:
We
previously filed the above-referenced Form SB-2 registration statement and
hereby request that such registration statement be withdrawn at your earliest
convenience. No securities were offered or sold pursuant to this registration
statement. We request this withdrawal because the Company has elected not to
pursue the registration of the securities included therein at this time. Please
apply the Company’s filing fee to its account with the SEC.
If
you
have any questions concerning this matter, please contact Eric Pinero at (212)
930-9700.
Thank
you
for your assistance in this matter.
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MATERIAL
TECHNOLOGIES, INC. |
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By: |
/s/ Robert
M.
Bernstein |
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Robert
M. Bernstein |
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Chief
Executive Officer |