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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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):            April 12, 2005


                              Global matrechs, Inc.
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                      0-29204                 58-2153309
(State or Other Jurisdiction         (Commission              (IRS Employer
     of Incorporation)               File Number)           Identification No.)


90 Grove Street, Suite 201 Ridgefield, Connecticut                06877
     (Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code:          (203) 431-6665







Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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ITEM 7.01         REGULATION FD DISCLOSURE.

         We are furnishing this Report on Form 8-K pursuant to Regulation FD in
connection with our recently executed contractual arrangement with Dow Corning
and our ongoing discussions with Dow Corning regarding the possibility of a
future, commercial-scale manufacturing and distribution agreement.

         On April 12, 2005, we entered into an agreement with Dow Corning to
develop a process for production of NuCap(TM) on a commercial scale. Our
agreement with Dow Corning contemplates the possibility of entering into a
future, commercial-scale manufacturing and distribution agreement, under which
Dow Corning may manage the ongoing commercial production of NuCap(TM) after the
scale-up production process is complete. While we can give no assurance that any
such agreement for commercial production will be executed with Dow Corning, we
believe that our discussions have been productive and hope to have an agreement
in place upon the successful completion of scale-up batch processing under our
current arrangement.

         The information in this Current Report is furnished pursuant to Item
7.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities and Exchange Act of 1934 or otherwise subject to the liabilities of
that section. This Report will not be deemed an admission as to the materiality
of any information in the report that is required to be disclosed solely by
Regulation FD.

         We do not have, and expressly disclaim, any obligation to release
publicly any updates or any changes in our expectations or any change in events,
conditions, or circumstances on which any forward-looking statement is based.











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                                   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.

                                       Global Matrechs, INC.


Date:  May 16, 2005

                                       By:  /s/ Michael Sheppard
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                                       Michael Sheppard
                                       President, Chief Executive Officer, Chief
                                       Operating Officer and Acting Chief
                                       Financial Officer



















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