Untitled Page

As filed with the Securities and Exchange Commission on May 9, 2008

Registration No. ____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 ____________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________

Material Technologies, Inc.
(Exact name of registrant as specified in its charter)
 _____________________

Delaware
(State or other jurisdiction of incorporation or organization)

95-4622822
(I.R.S. Employer Identification No.)
 _____________________

11661 San Vicente Boulevard, Suite 707
Los Angeles, California  90049
(Address of Registrant’s principal executive offices, including zip code)
 _____________________

2008 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plan)

Robert M. Bernstein
11661 San Vicente Boulevard, Suite 707
Los Angeles, CA  90049
(310) 208-5589
(Name, address and telephone number of agent for service)

____________________

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered

Amount to be
Registered

Proposed Maximum
Offering Price per
Share

Proposed Maximum
Aggregate Offering
Price

Amount of
Registration Fee2

Common Stock, $0.001 Par Value1

100,000,000

$0.007

$700,000

$28

____________

1      Consists of 100,000,000 shares of common stock issuable under our 2008 Incentive and Nonstatutory Stock Option Plan.
2 The registration fee is based upon the closing bid price of the Shares as of May 5, 2008 calculated pursuant to Rule 457(c).




CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

Form S-8 Item Number
    and Caption    
Caption in Prospectus
  
1.        Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus		 Facing Page of Registration
Statement and Cover Page of
Prospectus
  
2. Inside Front and Outside Back
Cover Pages of Prospectus		 Inside Cover Page of Prospectus
and Outside Cover Page of Prospectus
  
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges		 Not Applicable
  
4. Use of Proceeds Not Applicable
  
5. Determination of Offering Price Not Applicable
  
6. Dilution Not Applicable
  
7. Selling Security Holders Sales by Selling Security Holder
  
8. Plan of Distribution
 Cover Page of Prospectus and Sales
by Selling Security Holder
  
9. Description of Securities to be
Registered		 Description of Securities;
  
10. Interests of Named Experts and
Counsel		 Legal Matters
  
11. Material Changes Not Applicable
  
12. Incorporation of Certain Information
by Reference		 Incorporation of Certain
Documents by Reference
  
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities		 Indemnification of Directors
and Officers; Undertakings



DATED:  May 6, 2008



PART II

Item 3. Incorporation of Documents by Reference.

We incorporate the following documents by reference in the registration statement:

Our Annual Report on Form 10-KSB filed for the fiscal year ended December 31, 2007; and the description of our common stock contained in our Registration Statement on Form SB-2 dated June 15, 2006.

All reports and documents filed by us pursuant to Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective date of filing of such documents.  Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.  Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Item 4. Description of Securities.

The class of securities to be offered is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.  A description of the Registrant’s securities is set forth in the Prospectus incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Officers and Directors

Our Bylaws and the Delaware General Corporation Law provide for indemnification of directors and officers against certain liabilities.  Our officers and directors are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful.

Our Certificate of Incorporation further provides that our directors shall not be personally liable for monetary damages to us or our shareholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by us; or (iv) for any transaction from which the director derives an improper personal benefit.


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Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits
             5           Opinion of Oswald & Yap, LLP, consent included, relating to the issuance of the securities pursuant to the Plan
  
10.1 2008 Incentive and Nonstatutory Stock Option Plan, dated April 22, 2008
  
23.1 Consent of Oswald & Yap, LLP (contained in their opinion set forth as Exhibit 5)
  
23.2 Consent of Gruber & Company LLC, Certified Public Accountants

Item 9. Undertakings

            (a)        The undersigned registrant hereby undertakes:

                        (1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                                    (i)         To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

                                    (ii)        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

                                    (iii)       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or election of a managing underwriter.

                        (2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof.

                        (3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


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            (b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California, on May 6, 2008.


                                                                                    Material Technologies, Inc.


                                                                                     /s/ Robert M. Bernstein                       
                                                                                    By: Robert M. Bernstein
                                                                                    Its: Chief Executive Officer and President




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