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Item 1.01      Entry into a Material Definitive Agreement

          On January 26, 2007, we entered into an Agreement and Plan of Acquisition (the “Agreement”) with UTEK CORPORATION, a Delaware corporation, (“UTEK”) and Stress Analysis Technologies, Inc., a Florida corporation, (“SATI”), pursuant to which we acquired 100% of SATI’s outstanding stock from UTEK in exchange for a total of 55,000 shares of our newly created Class E Convertible Preferred Stock, with 50,000 shares being issued to UTEK and 5,000 shares being issued to Falcon Financial Group, Inc.  As a result of this transaction SATI became our wholly-owned subsidiary.  Pursuant to a License Agreement (the “License Agreement”) with Isis Innovation Limited (“ISIS”), SATI owns the exclusive, worldwide licensing rights to certain patented inventions entitled “X-ray Diffraction Method” (the “Licensed Products”), which permits SATI to make, use and sell the Licensed Products for the life of the patent or until the License Agreement is terminated.  Under the License Agreement, SATI must pay certain royalty payments to ISIS out of net sales of products sold that utilize the Licensed Products, and/or certain minimum royalty payments after two years, regardless of whether sales of products that utilize the Licensed Products have occurred and whether or not those sales produce net sales.

Item 2.01      Completion of Acquisition or Disposition of Assets

          On January 26, 2007, we completed the above-described transaction acquiring 100% of the outstanding stock of SATI.  At the time of the acquisition SATI assets included $100,000 in cash and the licensing rights contained in the License Agreement.  There was no material relationship between us or SATI, or our officers, directors, or shareholders prior to entering into the Agreement.

Item 3.02      Unregistered Sale of Equity Securities

          On January 29, 2007, pursuant to the above-described transaction, we issued an aggregate of 55,000 of our newly created Class E Convertible Preferred Stock with 50,000 shares being issued to UTEK and 5,000 shares being issued to Falcon Financial Group, Inc., all restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and both UTEK and Falcon Financial are sophisticated investors.

Item 3.03      Material Modification to Rights of Security Holders

          On January 26, 2007, we amended our Certificate of Incorporation by filing a Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of our newly created Class E Convertible Preferred Stock.  We authorized 60,000 shares, each with an original issue price of $19.50 per share.  The Class E Convertible Preferred Stock pays a five percent (5%) dividend, which may be accrued, is convertible into our common stock at the average closing bid price for the ten (10) trading days prior to the date of conversion, has no liquidation preference, and has ten (10) votes per share.

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Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On January 26, 2007, we amended our Certificate of Incorporation by filing a Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of our newly created Class E Convertible Preferred Stock.  We authorized 60,000 shares, each with an original issue price of $19.50 per share.  The Class E Convertible Preferred Stock pays a five percent (5%) dividend, which may be accrued, is convertible into our common stock at the average closing bid price for the ten (10) trading days prior to the date of conversion, has no liquidation preference, and has ten (10) votes per share.

EXHIBITS

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Dated:  January 30, 2007		Material Technologies, Inc.,
		a Delaware corporation
		/s/ Robert M. Bernstein
		By:  Robert M. Bernstein
		Its:   Chief Executive Officer

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