MPM Technologies Inc – ‘SC 13D’ on 12/15/06 re: MPM Technologies Inc

On:  Friday, 12/15/06, at 5:19pm ET   ·   Accession #:  1157523-6-12185   ·   File #:  5-51055

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Mpm Technologies, Inc. SC 13D                          7     27K 

Document Table of Contents

SC 13D
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SCHEDULE 13D

(Rule 13d-101)

Information to be included in Statements Filed Pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 Under the Securities Exchange Act of 1934
(Amendment No. __ )*

MPM TECHNOLOGIES, INC.
(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title of Class of Securities)

 553358102
(CUSIP Number)

Michael J. Luciano
c/o MPM Technologies, Inc.
199 Pomeroy Road
Parsippany, NJ 07054
973-428-5009

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 December 15, 2006
 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following    
box. [__]                                                                       

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of  
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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CUSIP NO. 553358102                                                                   
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1. Names of Reporting Persons:                                      Michael J. Luciano
--------------------------------------------------------------------------------------
I.R.S. Identification Nos. of above persons (entities only):                N/A       
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2. Check the Appropriate Box if a Member of a Group (See Instructions)    (a)[_](b)[x]
--------------------------------------------------------------------------------------
3. SEC Use Only:                                                                      
--------------------------------------------------------------------------------------
4. Source of Funds (See Instruction):                                       OO        
--------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items   [ ]       
   2(d) or 2(e):                                                                      
--------------------------------------------------------------------------------------
6. Citizenship or Place of Organization:                                    USA       
--------------------------------------------------------------------------------------
 Number of Shares            7. Sole Voting Power:                         9,173,661  
 Beneficially Owned by       8. Shared Voting Power:                         N/A      
 Each Reporting Person With: 9. Sole Dispositive Power:                    9,173,661  
                            10. Shared Dispositive Power:                    N/A      
--------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:          9,173,661  
--------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See  [ ]       
Instructions):                                                                        
--------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):                      79.0%    
--------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):                              IN      
--------------------------------------------------------------------------------------

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CUSIP NO. 553358102                                                                   
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1. Names of Reporting Persons:                                            JFLI Trust  
--------------------------------------------------------------------------------------
I.R.S. Identification Nos. of above persons (entities only):              20-6983661  
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2. Check the Appropriate Box if a Member of a Group (See Instructions)    (a)[_](b)[x]
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3. SEC Use Only:                                                                      
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4. Source of Funds (See Instruction):                                      OO         
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items   [ ]       
2(d) or 2(e):                                                                         
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6. Citizenship or Place of Organization:                                     MT       
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 Number of Shares            7. Sole Voting Power:                         1,376,509  
 Beneficially Owned by       8. Shared Voting Power:                          N/A     
 Each Reporting Person With: 9. Sole Dispositive Power:                    1,376,509  
                            10. Shared Dispositive Power:                     N/A     
--------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:          1,376,509  
--------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See  [ ]       
Instructions):                                                                        
--------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):                     22.0%     
--------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):                             OO       
--------------------------------------------------------------------------------------

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SC 13D
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ITEM 1. SECURITY AND ISSUER.                                                  

This Statement on Schedule 13D relates to the common stock, par value $0.001 per
share ("Common Stock"), of MPM Technologies, Inc., a Washington Corporation (the
"Issuer"), and is being filed by Michael J. Luciano ("Mr. Luciano") in his own  
capacity and the JFLI Trust (the "Trust"), of which Mr. Luciano is the sole     
trustee (the "Reporting Persons"). The Issuer's current principal executive     
offices are located at 199 Pomeroy Road, Parsippany, NJ 07054.                  

ITEM 2. IDENTITY AND BACKGROUND.                                                

(a) Name. The names of the Reporting Persons are Michael J. Luciano and the JFLI
Trust.                                                                          

(b) Business Address. The business address of Mr. Luciano is c/o MPM            
Technologies, Inc., 199 Pomeroy Road, Parsippany, NJ 07054. The address of the  
Trust is P.O. Box 1050, Eureka, MT 59917.                                       

(c) Occupation and Employment. Mr. Luciano is the Chairman and CEO of the       
Issuer, a Washington corporation with a business address of 199 Pomeroy Road,   
Parsippany, NJ 07054. Mr. Luciano is also the sole Trustee of the Trust.        

(d) Criminal Proceedings. During the previous five (5) years, neither of the    
Reporting Persons has been convicted in any criminal proceeding (excluding      
traffic violations or similar misdemeanors).                                    

(e) Civil Proceedings. During the previous five (5) years, neither of the       
Reporting Persons has been a party to a civil proceeding of any judicial or     
administrative body of competent jurisdiction such that, as a result of such    
proceeding, was or is subject to a judgment, decree or final order enjoining    
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.    

(f) Citizenship. Mr. Luciano is a United States citizen.                        

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

Pursuant to certain promissory notes dated July 16 and July 23, 2002, as of     
December 15, 2006, the Company was indebted to Mr. Luciano in the amount of     
$525,000. In addition, pursuant to a promissory note dated March 29, 2004, the  
Company was indebted to the Trust in the amount of $245,000. In order to reduce 
its indebtedness to Mr. Luciano and the Trust, the Company, on December 15,     
2006, entered into an agreement with Mr. Luciano, individually, and as trustee  
of the Trust, pursuant to which Mr. Luciano (i) converted $525,000 in           
indebtedness owing to him by the Company into 2,100,000 shares of Common Stock  
and (ii) converted $245,000 in indebtedness owing to the Trust by the Company   
into 980,000 shares of Common Stock.                                            

ITEM 4. PURPOSE OF TRANSACTION.                                                 

The purpose of the acquisition of Common Stock by the Reporting Persons was as  
an investment in the Issuer's Common Stock. Mr. Luciano is the CEO and Chairman 
of the Company. Depending on market conditions and other factors, Mr. Luciano   
may acquire, on his own behalf or on behalf of the Trust, additional shares as  
Mr. Luciano deems appropriate, whether in open market purchases, privately      
negotiated transactions or otherwise. The Reporting Persons also reserve the    
right to dispose of some or all of their shares in the open market, in privately
negotiated transactions to third parties or otherwise. The Reporting Persons do 
not have any current plans or proposals which would relate to or would result in
any of the matters/actions specified in clauses (a) through (j) of Item 4 of    
Schedule 13D.                                                                   

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.                                   

(a) Aggregate Number and Percentage of Securities. Mr. Luciano directly         
beneficially owns 7,797,152 shares of Common Stock. In addition, as trustee of  
the Trust, Mr. Luciano beneficially owns an additional 1,376,509 shares of      
Common Stock. In the aggregate, Mr. Luciano beneficially owns 9,173,661 shares  
of Common Stock, representing 79.0% of the Common Stock issued and outstanding  
(based on 3,183,064 shares of Common Stock outstanding as of November 14, 2006  
reported in the Issuer's 10-QSB for the period ended September 30, 2006). Of the
7,797,152 shares of Common Stock that Mr. Luciano directly beneficially owns, he
(i) owns 631,890 options to purchase shares of Common Stock, (ii) holds notes in
the principal amount of $600,000 convertible into approximately 4,379,909 shares
of Common Stock, and (iii) holds a note in the principal amount of $400,000     
convertible into approximately 333,333 shares of Common Stock.                  

The Trust beneficially owns 1,376,509 shares of Common Stock, representing 22.0%
of the issued and outstanding Common Stock.                                     

(b) Power to Vote and Dispose. Mr. Luciano has sole voting and dispositive power
over all shares directly beneficially owned by him. In addition, as trustee of  
the Trust, Mr. Luciano has sole voting and dispositive power over all shares    
beneficially owned by the Trust. In the aggregate, Mr. Luciano has sole voting  
and dispositive power over 9,173,661 shares of Common Stock, representing 79.0% 
of the issued and outstanding Common Stock.                                     

(c) Transactions within the Past 60 Days. Except as described in this Schedule  
13D, the Reporting Persons have not effected any transactions in the class of   
securities reported in this Schedule 13D, during the past sixty days.           

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH           
RESPECT TO SECURITIES OF THE ISSUER.                                            

Except as described in this Schedule 13D, neither of the Reporting Persons has  
any contracts, arrangements, understandings or relationships with any person    
with respect to the securities of the Issuer.                                   

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

Exhibit I. Joint Filing Agreement by and among Michael J. Luciano and JFLI      
Trust, dated as of December 15, 2006.                     

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SC 13D
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 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Date:  December 15, 2006                                                        

    /s/ Michael J. Luciano
                         -------------------------------------------
        Michael J. Luciano

JFLI TRUST        

        BY: /s/ Michael J. Luciano
                         -------------------------------------------
                         Michael J. Luciano, Trustee

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JOINT FILING AGREEMENT

         Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, and subject to the limitations set forth therein, the      
undersigned persons hereby agree to the joint filing on behalf of each of them a
Schedule 13D (including any amendments thereto, the "Schedule 13D") with respect
to the common stock, $0.001 par value per share, of MPM Technologies, Inc.      
Furthermore, each party to this Agreement expressly authorizes each other party 
to this Agreement to file the Schedule 13D on his or its behalf. This Agreement 
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.                                         

Date:  December 15, 2006                                                        

    /s/ Michael J. Luciano
                        ------------------------------------------
        Michael J. Luciano

JFLI TRUST        

        By: /s/ Michael J. Luciano
                         -------------------------------------------
                         Michael J. Luciano, Trustee

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		12/15/06		1		7			4,  8-K
		11/14/06		5					NT 10-Q
		9/30/06		5					10QSB,  NT 10-Q
		3/29/04		4
		7/23/02		4
									List all Filings