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MPM Technologies Inc – ‘10KSB/A’ for 12/31/07

On:  Friday, 3/13/09, at 9:59pm ET   ·   As of:  3/16/09   ·   For:  12/31/07   ·   Accession #:  1157523-9-2106   ·   File #:  0-14910

Previous ‘10KSB’:  ‘10KSB’ on 4/15/08 for 12/31/07   ·   Latest ‘10KSB’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/09  MPM Technologies Inc              10KSB/A    12/31/07    5:173K                                   Business Wire/FA

Amendment to Annual Report by a Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Mpm Technologies, Inc. 10KSB/A                        38    163K 
 5: 10KSB/A     Supplemental PDF -- map                              PDF     52K 
 2: EX-31.1     Certification -- Sarbanes-Oxley Act - Sect. 302        2±    10K 
 3: EX-31.2     Certification -- Sarbanes-Oxley Act - Sect. 302        2±     9K 
 4: EX-32       Certification -- Sarbanes-Oxley Act - Sect. 906        1      6K 


10KSB/A   —   Mpm Technologies, Inc. 10KSB/A
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
2Item 1. Business
6Item 2. Properties
7Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
"Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
8Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations
12Item 7. Financial Statements
20Notes to Consolidated Financial Statements
30Item 8. Changes in and disagreements with accountants on Accounting and Financial Disclosure
"Item 8A. Management's Annual Report on Internal Control Over Financial Reporting
"Item 9. Directors and Executive Officers of the Registrant
32Item 10. Executive Compensation
35Item 11. Security Ownership of Certain Beneficial Owners and Management
36Item 12. Certain Relationships and Related Transactions
"Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
37Item 14. Principal Accountant Fees and Services
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-KSB/A [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 Commission File Number 0-14910 MPM TECHNOLOGIES, INC. (Exact Name of Registrant as specified in its Charter) WASHINGTON 81-0436060 --------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 199 POMEROY ROAD, PARSIPPANY, NEW JERSEY 07054 (Address of principal executive offices) Registrant's telephone number, including area code: 973-428-5009 SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: None SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: None COMMON STOCK, PAR VALUE OF $0.001 --------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for the most recent fiscal year: $2,715,205 The aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the closing price of $0.25 at which the common equity was sold as of April 14, 2008 was $1,565,766. The number of shares outstanding of the registrant's common stock as of April 14, 2008 was 6,263,064. Transitional Small Business Disclosure Format Yes ___ No _X_
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This Form 10-KSB is being amended to change the disclosures regarding the Company's mining property asset (principally Note 10 in the Consolidated Financial Statements). PART I Item 1. Business Incorporated in 1983, MPM Technologies, Inc. ("MPM" or "the Company") as of year ended December 31, 2007, had three wholly owned subsidiaries: AirPol, Inc. ("AirPol"), Nupower, Inc. ("Nupower") and MPM Mining Inc. ("Mining"). For the year ended December 31, 2007, AirPol was the only revenue generating entity. AirPol operates in the air pollution control industry. It sells air pollution control systems to Fortune 500 and other large industrial companies in the U.S and worldwide. The Company, through its wholly-owned subsidiary, NuPower, Inc., is engaged in the development and commercialization of a waste-to-energy process known as Skygas(TM). These efforts are largely through NuPower's participation in Nupower Partnership in which MPM has a 58.21% partnership interest. NuPower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest through NuPower Inc, MPM also owns 15% of the Venture. Mining operations were discontinued several years ago. In 1998, MPM's Board of Directors decided to sell the mining properties and the related buildings and equipment. In early 2002 the Board of Directors, based upon the increase in precious metals prices, decided to hold the properties as an investment. Management is actively seeking a joint-venture partner with the necessary financial abilities to further explore and develop the properties thereby greatly enhancing the company's investment. AIRPOL, INC. Effective July 1, 1998, the Company acquired certain of the assets and assumed certain of the liabilities of part of a division of FLS miljo, Inc. The agreement called for the Company to pay $300,000 stock and $234,610 in cash. The transaction was accounted for as a purchase. AirPol designs, engineers, supplies and services air pollution control systems for Fortune 500 and other environmental and industrial companies. The technologies of AirPol utilize wet and dry scrubbers, wet electrostatic precipitators and venturi absorbers to control air pollution. AirPol brings over 30 years experience through its technologies and employees. A typical air pollution control system consists of the following components: 1. A gas duct from the polluting process equipment that can be a boiler, kiln, incinerator or dry; 2. A scrubber, or a wet electrostatic precipitator for dust removal purposes; 3. An acid gas absorber for the removal of acid gas from the flue gas; 4. An induced draft fan to provide suction to draw the flue gas through the air pollution control system; and 5. A stack for the discharge of cleaned flue gas into the atmosphere.
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In building the systems, AirPol personnel conduct engineering design work, and produce design drawings for the fabrication of steel or plastic vessels, steel supports and access facilities. AirPol personnel also prepare equipment specifications for needed equipment such as spray nozzles, pumps, fans, instrumentation and controls. AirPol personnel then retain a fabricator for the fabrication of the system's components. AirPol personnel arrange for delivery of these to the customer's location. Normally, AirPol is not responsible for the installation of the systems. In this case, AirPol personnel will arrange for an erection supervisor to make sure the installation meets AirPol quality standards. If AirPol is responsible for the installation, they will hire mechanical and electrical contractors to perform the installation. NUPOWER, INC. The Company holds a 58.21% interest in Nupower Partnership through its ownership of Nupower. No other operations were conducted through Nupower. Nupower Partnership is engaged in the development and commercialization of a waste-to-energy process. This is an innovative technology for the disposal and gasification of carbonaceous wastes such as municipal solid waste, municipal sewage sludge, pulp and paper mill sludge, auto fluff, medical waste and used tires. The process converts solid and semi-solid wastes into a clean-burning medium BTU gas that can be used for steam production for electric power generation. The gas may also be a useful building block for downstream conversion into valuable chemicals. Nupower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest, MPM owns 15% of the Venture. MPM MINING, INC. The company owns 7.5 patented claims and 2 unpatented claims and leases 7 patented claims with options to purchase on approximately 300 acres in Montana's historical Emery Mining District. It also owns a 200-ton per day onsite floatation mill. Companies such as Exxon Corporation, Freeport McMoran Gold Company and Hecla Mining Company in addition to MPM Mining have conducted extensive exploration in the area. MPM management believes that resuming mining operations is a way to generate positive cash flows and mitigate the continuing losses from other operations given the current market prices and conditions for precious metals. Accordingly, management will investigate its needs to make this happen. Following several geologist reports, assays and recommendations, the company built a 200 ton per day ball mill using floatation tanks to process screened and crushed ore. It took two years to build, equip and test the mill at a cost of approximately $800,000. The mill is in operable condition with all equipment in good repair. The company has Rake classifier ship, Wilfley Concentrate table, Marcy ball mill 5'x4', flotation machines and equipment, Denver water pumps, 3 deck concentrate table, Hardinge ball mill and Elmco filter press. There is an office trailer and living quarters for personnel including a deep well and septic system. There are two storage ponds and a creek running through the property. MPM has spent over $1.3 million on exploration and drilling programs including work done by Exxon, Freeport McMoran, and most recently Hecla Mining Company. Hecla's drilling results were extremely encouraging in that some drill holes confirmed the possibility of open pit mining and that certain mineral deposits might be enlarged and improved in grade by further drilling. Additionally, there is considerable evidence of significant mineralized materials awaiting drilling programs.
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The company has utilized reverse circulation and diamond core drilling techniques in five different programs the total of which are 182 drilled holes averaging 90' in depth. Additionally, 15 trenches 18' deep and 6' wide were dug. All were assayed with all showing mineralization. There have been 5 exploration programs to date: MPM Mining 6 drill holes 1983-84. MPM Mining 13 drill holes and 15 trenches 1986 Freeport McMoran Gold Co. 78 drill holes 1988-89 Pegasus Gold Corp 3 drill holes 1990 Hecla Mining Co. 82 drill holes 1991-92 -------------------------------------------------------------------------------- MPM MINING INC EMERY DISTRICT MINERALIZED MATERIAL ----------------------------------- Tons Ounces Per Ton ---------- ------------------ Location Gold Silver -------- ------ ------ Emery Mine 57,941 0.372 15.39 Emery Stockpiles 38,859 0.120 4.28 Bonanza 218,579 0.132 2.06 Hidden Hand 208,619 0.123 -- -------------------------------------------------------------------------------- The properties are in mineralized zones containing gold, silver, lead and zinc. Located on the properties are former mine shafts, tunnels, mineral stockpiles and stopes (in tunnels) with valuable low-grade mineralization. All areas have been trenched, core drilled and assayed to prove mineralization. The properties contain both underground and near surface minerals. Additionally there are 8 stockpiles with good assayed results of mineralization. The old time miners were after high-grade ore and not interested in lower grade mineral surrounding the vein. The mineral taken from shafts, tunnels and around the high-grade vein was transported to these stockpiles. The total cost of purchasing the properties, leasing properties, building and equipping the ball mill, infrastructures and bringing power line to replace generators is estimated at $4,000,000. Current expenses that include lease payments and taxes are under $10,000 per year. In the past power was supplied by two large capacity generators. At a time the mill is reopened power lines will be brought in from Deer Lodge, Montana at an estimated cost of $200,000. A deep well and Sterret Creek supplies all water needs. MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING The management of MPM Technologies, Inc. is responsible for establishing and maintaining adequate internal controls and procedures for the preparation of financial reports. Accordingly, comprehensive procedures are in place designed to provide reasonable assurance that the Company's transactions are properly authorized, the Company's assets are safeguarded against unauthorized or improper use, and the Company's transactions are properly recorded and reported to facilitate the preparation of financial statements in conformity with generally accepted accounting principles.
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The Company's management, including the Chief Executive Officer and Chief Financial Officer believe that, for the year ended December 31, 2007, internal controls and procedures were effective in insuring that financial information was properly recorded, processed, summarized and reported in a timely and accurate manner. This includes reports filed under the Securities and Exchange Act of 1934. The Company's management, including the Chief Executive Officer and Chief Financial Officer confirm that there were no changes in the Company's internal controls over financial reporting during the year ended December 31, 2007 that have materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting. The Company's Audit Committee is responsible for monitoring the Company's accounting and reporting practices. Management regularly reviews internal controls and procedures for financial reporting and considers the independent auditors' recommendations concerning the Company's internal controls and takes steps to implement those recommendations that are appropriate in the circumstances. FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS Management considers MPM's reportable segments to be business units that offer different products. The business segments may be reportable because they are each managed separately, or they design and engineer distinct products with different applications in the air pollution control field. Airpol operates in the air pollution control field. MPM's other segments are essentially non-operational at the present time, and, accordingly have been aggregated for reporting purposes. Accordingly, for the years ended December 31, 2007 and 2006, the Company operated in one segment, and there is no separate segment reporting required. BACKLOG MPM had no backlog of orders or work in progress at AirPol at December 31, 2007. There is currently no other backlog of orders for any of MPM's other businesses. WASTE-TO-ENERGY MPM's waste-to-energy process consists of an innovative technology known as "Skygas". The process is used in the disposal and gasification of various forms of non-metallic wastes. MPM continues to negotiate with interested entities for the manufacture and operation of Skygas units. These negotiations are ongoing, and MPM management is hopeful that there will be formal agreements in place during 2008. COMPETITIVE CONDITIONS AirPol operates in extremely competitive environments. There are a number of potential competitors for every job the companies bid on. The number of bidders ranges from two or three to as many as seven or eight depending on the potential customer and the work to be performed. The parts and service side of the business tends to be somewhat less competitive since the parts and service work are generally for units that have previously been sold and/or installed by the companies.
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There are a significant number of persons and companies developing or have developed any number of waste-to-energy systems. Management of MPM believes that its development of Skygas(TM) as a non-polluting and energy efficient system will give it the necessary competitive edge in this area. Due to the large number of persons and companies engaged in exploration for and production of mineralized material, there is a great degree of competition in the mining part of the business. SEASONAL VARIATIONS The impact of seasonal changes is minimal on the air pollution control business of AirPol. There may be some limitations on the installation of the air pollution control units when the weather is more severe in the winter months in those areas of the world where the weather is significantly colder in that season. There have been, however, no discernible variations to date to indicate that the business is subject to seasonal variations. There are currently no seasonal influences on the ongoing development of the Skygas(TM) process. It is also not expected that there will be any seasonal variations when the Skygas(TM) units are produced. EMPLOYEES At December 31, 2007, MPM had three employees and there were four employees at AirPol. MPM believes that its relations with its employees are good. Item 2. Properties AirPol leases its office space under a lease that expires in August of 2008. MPM has no property related to its waste-to-energy operations. MPM believes that its existing facilities are adequate for the current level of operations. The MPM Mining property is located in the Emery Mining District of Powell County, Montana approximately seven miles northeast of Deer Lodge, Montana. A road maintained by the county runs though or nearby company properties, mill and infrastructures. All titles to the company's properties are secured. All leased claims are up to date and paid in full. The company owns 7.5 patented claims, 2 unpatented claims and leases 7 patented claims. Each leased claim contains an option to purchase. The properties are in mineralized zones containing gold, silver, lead and zinc. Located on the properties are former mine shafts, tunnels, mineral stockpiles and stopes (in tunnels) with valuable low-grade mineralization. All areas have been trenched, core drilled and assayed to prove mineralization. These claims amount to approximately 300 acres of land in the Emery Mining District, Powell County Montana. MPM controls eighteen former mine sites that have been inactive since 1930. Each of these has old adits, tunnels and mineral stockpiles of known mineralized material. All testing and metallurgical work has been completed. As noted above, the Board of Directors has instructed management to hold these properties as an investment. Management believes there is interest in the mining properties and is currently investigating various joint venture options.
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[GRAPHIC ATTACHED IN SUPPLEMENTAL PDF] Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of the shareholders during the fourth quarter of 2007. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters a) Market Information On February 18, 2003 MPM common stock began trading on the OTC Bulletin Board under the trading symbol MPML. The following table shows quarterly high and low bid prices for 2007 and 2006 as reported by the National Quotations Bureau Incorporated. These prices reflect interdealer quotations without adjustments for retail markup, markdown or commission and do not necessarily represent actual transactions.
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High Bid Low Bid -------- ------- 2007 ---- First Quarter $1.00 $ .50 Second Quarter 1.15 .50 Third Quarter 1.10 .50 Fourth Quarter .95 .27 2006 ---- First Quarter $ .40 $ .10 Second Quarter 1.05 .15 Third Quarter .85 .25 Fourth Quarter .69 .25 b) Holders As of April 14, 2008, there were approximately 1,800 holders of record of the Registrant's common stock. c) Dividends MPM has not paid dividends in the past. It is not anticipated that MPM will distribute dividends for the foreseeable future. Earnings of MPM are expected to be retained to enhance its capital and expand its operations. d) Recent Sales of Unregistered Securities None Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations In addition to reading this section, you should read the consolidated financial statements that begin on page F-1. That section contains all detailed financial information including our results of operations. a) Results of Operations MPM acquired certain of the assets and assumed certain of the liabilities of a part of a division of FLS miljo, Inc. as of July 1, 1998. MPM formed AirPol to run this air pollution control business. The results of operations for the years ended December 31, 2007 and 2006 include the operations of AirPol. For the year ended December 31, 2007, MPM had consolidated revenues of $2,715,205. Consolidated revenues for 2006 were $1,729,257. MPM had a net loss for the year 2007 of $2,301,682, or $0.37 per share. MPM's net loss for 2006 was $1,651,804, or $0.49 per share. Revenues were again hurt by the lack of enforcement of clean air laws. Air pollution control companies depend heavily on the enforcement of clean air laws. Parts and service revenues increased in 2007 over 2006 as the company recovered from the loss in 2006 of a major after-market customer. MPM's management continues to work to bring the Company to profitability. Other businesses are being evaluated to consider moving the Company's business toward other more profitable ventures. There have been significant consolidations in the air pollution control industry in the past few years. MPM management's short-term goal is to operate a lean, profitable company.
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2007 COMPARED TO 2006 Revenues increased $985,948 (or 57%) from $1,729,257 in 2006 to $2,715,205 in 2007. This included an increase in project revenues of $714,117, while revenues from parts and service increased by $271,831. The increase in project revenues was due primarily to increased demand for air pollution control systems stemming from somewhat improved enforcement of the government's air pollution control laws. Parts and service revenues, which include sales of spare parts used to maintain existing Air Pol installations, and sales of services which customers use to also maintain the existing systems, increased because of the recovery of that side of the business after an unusually slow 2006. The net loss for 2007 was $2,301,682 or $0.37 per share compared to $1,651,804 or $0.49 per share in 2006. Selling, general and administrative expenses increased $137,948 from $1,495,431 in 2006 to $1,633,379 in 2007. This increase is due primarily to an increase in payroll costs. Loss on settlements increased $862,131 from $5,861 in 2006, to $867,992 in 2007. During the first quarter 2007, MPM incurred a one-time settlement expense of $1,050,000, related to a project for which AirPol was a subcontractor, and whose general contractor's systems were found to be faulty. The disputes went through mediation and AirPol management decided to settle the disputes rather than incur the costs of arbitration. Additional costs were also attributable to this settlement loss in 2007. The net loss in 2007 includes interest expense of $653,569 as compared to $798,068 in 2006. This is a result of increased borrowings and no debt repayments. LIQUIDITY AND CAPITAL RESOURCES During 2007, funds for operations were provided primarily by loans from an insurance company and an officer/director. Current cash reserves and continuing operations of AirPol are not believed to be adequate to fund MPM and its subsidiaries' operations for the foreseeable future. MPM management is considering alternative sources of capital such as private placements, other stock offerings and loans from shareholders and officers to fund its current business and expand in other related areas through more acquisitions. Following is a summary from MPM's consolidated statements of cash flows: Year ended December 31, ------------ 2007 2006 ---- ---- Net cash provided by (used in) operating activities $(1,660,781) $148,029 Net cash used in investing activities $(32,000) $(13,201) Net cash provided by financing activities $1,296,801 $303,600 Net increase (decrease) in cash and cash equivalents $(395,980) $438,428
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Net cash used in operating activities in 2007 was due to the net loss of the Company and decreases in billings in excess of costs and estimated earnings on projects in progress. The net cash provided by operating activities in 2006 was due to collections of accounts receivable, non-cash costs such as depreciation and amortization, and increases in billings in excess of costs and estimated earnings on projects in progress. The net cash provided by financing activities in 2007 and 2006 of $1,296,801 and $303,600, respectively, were due to loans from an insurance company and related parties. The Company has a working capital deficiency of $11,630,782. Current liabilities include $5,988,604 of related party debt which management believes can be deferred beyond twelve months. Also included in current liabilities is $5,180,203 of a note payable which management is currently renegotiating. Management is optimistic that the lender will agree to terms that will extend the payment and allow the Company to meet its obligations and continue business for the next twelve months. There is no guarantee of the outcome of these plans. MPM may need to raise additional capital in the future to expand its business and develop mineral properties. MPM cannot be certain that additional financing will be available when and to the extent required or that, if available, it will be on acceptable terms. If adequate funds are not available on acceptable terms, MPM may not be able to fund its operations, develop or enhance its products or services or respond to competitive pressures. APPLICATION OF CRITICAL ACCOUNTING POLICIES In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for 2007, there were at least two estimates made which was (a) subject to a high degree of uncertainty and (b) material to our results. These estimates were our determination, detailed in the footnotes to the financial statements on our Mineral Properties and Income Taxes, and our valuation allowances, if any, on them. We have not reserved our mineral properties but we have recorded a valuation allowance for the full value of the deferred tax asset created by our net operating loss carry forward. The primary reason for our determination of our mineral properties is our knowledge of increasing market prices for precious metals, our expectation that such precious metals are contained within these properties, and our current cost and carrying value of the properties are less than market value of the land alone. We have reserved an allowance against our deferred tax assets from our net operating loss carryforwards due to the lack of certainty as to whether MPM will carry on profitable operations in the future in order to utilize such tax benefits before they expire. We made no material changes to our critical accounting policies in connection with the preparation of financial statements for 2007. OFF-BALANCE SHEET ARRANGMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
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IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In September 2006, the FASB issued SFAS 157, "Fair Value Measurements", which defines fair value, creates a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We will adopt SFAS 157 as of January 1, 2008, as required. SFAS 157 is not expected to have a material impact on our financial statements. In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS 115. SFAS 159 permits all entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value at specified election dates. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate the volatility in reported earnings caused by measuring related and liabilities differently without having to apply complex hedge accounting provisions. The associated unrealized gains and losses on the items for which the fair value option has been elected shall be reported in earnings. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We will adopt SFAS 159 on its effective date. Based on the provisions of SFAS 159, the difference between the carrying value and fair value will be recognized at the adoption date as a cumulative-effect adjustment to the opening balance of retained earnings. SFAS 159 is not expected to have an effect on our financial statements. In December 2007, the FASB issued SFAS 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for an acquirer, which improves the relevance, representational faithfulness and comparability of information provided by a reporting entity in its financial reports about business combinations and its effects. SFAS 141(R) is effective prospectively to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are unable to currently estimate the impact of SFAS 141(R) on our financial statements. In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements (an amendment of ARB No. 51)". SFAS 160 establishes accounting and reporting standards designed to improve the relevance, comparability and transparency of the financial information provided in a reporting entity's consolidated financial statements. SFAS 160 requires that ownership interests in subsidiaries held by parties, other than the parent, to be clearly identified, labeled and presented in the consolidated balance sheet within the equity, but separate from the parent's equity; net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations; changes in the parent's ownership interest to be accounted for as equity transactions, if a subsidiary is deconsolidated and any retained noncontrolling equity investment to be measured at fair value; and that entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and noncontrolling owners. SFAS 160 is effective for fiscal years and interim periods beginning on or after December 15, 2008. We cannot currently estimate the impact of SFAS 160 on our financial statements.
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IMPACT OF INFLATION Although inflation has been low in recent years, it is still a factor in our economy and MPM continually seeks ways to mitigate its impact. To the extent permitted by competition, AirPol passes increased costs on to its customers by increasing prices over time. Management estimates that the impact of inflation on the revenues for 2007 was negligible. Since MPM did not engage in any mining operations, sales of metals or metal bearing ores, and was in the development stage of the waste-to-energy process, inflation did not materially impact the financial performance of those segments of the MPM's business. Management estimates that the operations of MPM were only nominally impacted by inflation. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Forward-looking statements in this report, including without limitation, statements relating to MPM's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) MPM's loans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of MPM's management; (ii) MPM's plans and results of operations will be affected by its ability to manage its growth and (iii) other risks and uncertainties indicated from time to time in MPM's filings with the Securities and Exchange Commission. Item 7. Financial Statements The financial statements follow on the next page.
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES --------------------------------------- FINANCIAL STATEMENTS -------------------- DECEMBER 31, 2007 AND 2006
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES --------------------------------------- INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm............. F-2 Consolidated Balance Sheet as of December 31, 2007.................. F-3 Consolidated Statements of Operations for the years ended December 31, 2007 and 2006................................................ F-4 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2007 and 2006....................................... F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006................................................ F-6 Notes to Consolidated Financial Statements.......................... F-7 to F-16
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Report of the Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of MPM Technologies, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheet of MPM Technologies, Inc. and Subsidiaries as of December 31, 2007 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MPM Technologies, Inc. and Subsidiaries as of December 31, 2007, and the consolidated results of their operations and cash flows for the years ended December 31, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to the Consolidated Financial Statements, the Company has not been able to generate any significant revenues and has a working capital deficiency of $11,630,782 at December 31, 2007. These conditions raise substantial doubt about the Company's ability to continue as a going concern without the raising of additional debt and/or equity financing to fund operations. Management's plans in regard to these matters are described in the notes to the Consolidated Financial Statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As discussed in Note 17 to the financial statements, the Company restated its 2007 financial statements to amend the disclosures regarding the Company's mining property asset. Rosenberg Rich Baker Berman & Company Bridgewater, New Jersey April 14, 2008 (except for Footnote 17 as to which date is March 13, 2009) F-2
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[Enlarge/Download Table] MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 2007 ASSETS Current assets: Cash and cash equivalents (Note 2)..................................... $ 47,243 Accounts receivable, less allowance for doubtful accounts of $10,000 (Notes 2, 9 and 12).................................................. 23,916 Other current assets................................................... 24,118 ------------- Total current assets........................................... 95,277 ------------- Property, plant and equipment (Notes 2 and 3) ............................ 7,905 Mineral property (Note 10) ............................................... 1,070,368 Other assets, net......................................................... 82,000 ------------- Total assets................................................... $ 1,255,550 ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable (Notes 2 and 11)...................................... $ 257,883 Accrued expenses (Note 2).............................................. 299,369 Note payable (Note 4).................................................. 5,180,203 Related party debt (Notes 5 and 12).................................... 5,988,604 ------------- Total current liabilities...................................... 11,726,059 ------------- Commitments and contingencies (Note 6) Stockholders' equity (Notes 2 and 8): Preferred stock, no par value; 10,000,000 shares authorized; 0 shares issued and outstanding............................................... - Common stock, $0.001 par value; 100,000,000 shares authorized; 6,263,064 shares issued and outstanding ............................. 6,263 Additional paid-in capital............................................. 12,268,631 Accumulated deficit.................................................... (22,745,403) ------------- Total stockholders' equity..................................... (10,470,509) ------------- $ 1,255,550 ============= See accompanying summary of accounting policies and notes to the consolidated financial statements. F-3
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[Enlarge/Download Table] MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, ------------------------------- 2007 2006 ------------- ------------- Revenues - Projects (Note 2)................................. $ 1,901,070 $ 1,186,953 Revenues - Parts and service (Note 2)........................ 814,135 542,304 ------------- ------------- Total Revenues............................................... 2,715,205 1,729,257 ------------- ------------- Cost of sales - Projects..................................... 1,498,675 795,062 Cost of sales - Parts and service............................ 387,492 260,706 ------------- ------------- Total cost of sales.......................................... 1,886,167 1,055,768 ------------- ------------- Gross margin................................................. 829,038 673,489 Selling, general and administrative expenses................. 1,633,379 1,495,431 ------------- ------------- Loss from operations......................................... (804,341) (821,942) ------------- ------------- Other income (expense): Loss on settlement (Note 15 ).............................. (867,992) (5,861) Interest expense (Note 4).................................. (653,569) (798,068) Other income (expense), net................................ 24,220 (25,933) ------------- ------------- Net other expense............................................ (1,497,341) (829,862) ------------- ------------- Net (loss) .................................................. $ (2,301,682) $ (1,651,804) ============= ============= Loss per share - basic and diluted........................... $ (0.37) $ (0.49) ============= ============= Weighted average shares of common stock outstanding - basic and diluted.................................................. 6,263,064 3,318,078 ============= ============= See accompanying summary of accounting policies and notes to the consolidated financial statements. F-4
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[Enlarge/Download Table] MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock Additional Total --------------------------- Paid-In Accumulated Stockholders' Shares Amount Capital Deficit Equity (Deficit) ------------- ---------- ------------- --------------- --------------- Balance, January 1, 2006....................... 3,183,064 $ 3,183 $ 11,313,019 $ (18,791,917) $ (7,475,715) Stock issued on debt conversion................ 3,080,000 3,080 920,920 - 924,000 Net loss....................................... - - - (1,651,804) (1,651,804) ------------- ---------- ------------- --------------- --------------- Balance, December 31, 2006..................... 6,263,064 6,263 12,233,939 (20,443,721) (8,203,519) Stock based compensation....................... - - 34,692 - 34,692 Net loss....................................... - - - (2,301,682) (2,301,682) ------------- ---------- ------------- --------------- --------------- Balance, December 31, 2007..................... 6,263,064 $ 6,263 $ 12,268,631 $ (22,745,403) $ (10,470,509) ============= ========== ============= =============== =============== See accompanying summary of accounting policies and notes to the consolidated financial statements. F-5
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[Enlarge/Download Table] MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, ------------------------------- 2007 2006 ------------- ------------- Cash flows from operating activities: Net loss.............................................................. $ (2,301,682) $ (1,651,804) Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Depreciation and amortization..................................... 90,139 90,118 Stock based compensation.......................................... 34,692 - Interest recognized upon beneficial conversion.................... - 154,000 Accrued interest and expenses on note payable..................... 197,865 583,496 Accrued interest and deferred expenses on related party debt...... 597,503 603,895 Changes in assets and liabilities: Accounts receivable............................................. 377 74,155 Costs and estimated earnings in excess of billings.............. 74,215 (58,314) Other current assets............................................ 136 3,265 Accounts payable and accrued expenses........................... 98,408 (80,652) Billings in excess of costs and estimated earnings.............. (452,434) 429,870 ------------- ------------- Net cash provided by (used in) operating activities..................... (1,660,781) 148,029 ------------- ------------- Cash flows from investing activities: Purchase of property, plant and equipment............................. - (13,201) Cash paid for patent.................................................. (32,000) - ------------- ------------- Net cash used in investing activities................................... (32,000) (13,201) ------------- ------------- Cash flows from financing activities: Borrowings from related parties....................................... 145,000 333,600 Borrowings on note payable............................................ 1,151,801 (30,000) ------------- ------------- Net cash provided by financing activities............................... 1,296,801 303,600 ------------- ------------- Net increase (decrease) in cash and cash equivalents.................... (395,980) 438,428 Cash and cash equivalents, beginning of year............................ 443,223 4,795 ------------- ------------- Cash and cash equivalents, end of year.................................. $ 47,243 $ 443,223 ============= ============= Supplemental Disclosures Of Cash Flow Information Cash paid during the year for: Interest.............................................................. $ 1,089 $ 7,825 On December 15, 2006, the Company converted $770,000 of related party notes payable into 3,080,000 shares of its common stock. See accompanying summary of accounting policies and notes to the consolidated financial statements. F-6
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations, Principles of Consolidation and Basis of Presentation Nature of Operations MPM Technologies, Inc. (the Company) was incorporated as Okanogan Development, Inc. on July 18, 1983, under the laws of the State of Washington. It was formed primarily for the purpose of investing in real estate and interests in real estate. On April 25, 1985, the Company combined with MADD Exploration (MADD), a Montana partnership, and changed its name to Montana Precision Mining, Ltd. In August 1995, the Company changed its name to MPM Technologies, Inc. As a result of the combination with MADD, the Company acquired mining properties located in Powell County, Montana. The Company is not currently engaged in exploration or developmental mining activities in regard to these properties. AirPol, a wholly owned subsidiary, was acquired on July 2, 1998 (See Note 1). AirPol designs, engineers, supplies and services air pollution control systems. AirPol's systems utilize wet and dry scrubbers, wet electrostatic precipitators and venturi absorbers to control air pollution. NuPower, a 58.21% owned partnership, is engaged in the research and development of an electrothermal gasification process which will be utilized primarily in the waste-to-energy field, although the process is expected to have applications in other areas. This partnership was formed in 1986. Skygas, an 85% directly and indirectly owned joint venture, was formed in 1990 for the purpose of commercializing the Skygas technology, which is a disposal/gasification process that converts solid and semi-solid wastes into clean, medium BTU syntheses gas. As of December 31, 2007 and 2006, participants and interests owned in the Skygas venture included: NuPower (a 58.2% owned subsidiary of the Company), 70%, MPM Technologies, Inc., 15%, and USF Smogless of Milan, Italy (a subsidiary of United States Filter Corporation which also owns shares of the Company totaling 6.83% of the common stock outstanding), 15%. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and the following subsidiaries and other entities controlled by the Company: AirPol, Inc. (AirPol), MPM Mining, Inc., NuPower, Inc., NuPower (a General Partnership) and Skygas. Intercompany accounts and transactions among the companies have been eliminated. Segment Reporting Management considers MPM's reportable segments to be business units that offer different products. The business segments may be reportable because they are each managed separately, or they design and engineer distinct products with different applications in the air pollution control field. AirPol operates in the air pollution control field. MPM's other segments are essentially non-operational at the present time, and, accordingly have been aggregated for reporting purposes. Accordingly, for the years ended December 31, 2007 and 2006, the Company operated in one segment, and there is no separate segment reporting required. F-7
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2007, the Company has a working capital deficiency, an accumulated deficit, and has not been able to generate any significant revenues. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The Company plans to raise additional capital in the future. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has a working capital deficiency of $11,630,782. Current liabilities include $5,988,604 of related party debt which management believes can be deferred beyond twelve months. Also included in current liabilities is $5,180,203 of a note payable which management is currently renegotiating. Management is optimistic that the lender will agree to terms that will extend the payment and allow the Company to meet its obligations and continue business for the next twelve months. There is no guarantee of the outcome of these plans. 2. Summary of Significant Accounting Policies Revenue Recognition Contract revenue is recognized on the percentage-of-completion method in the ratio that costs incurred bear to estimated costs at completion. Costs include all direct material and labor costs, and indirect costs, such as supplies, tools, repairs and depreciation. Selling, general and administrative costs are charged to expense as incurred. Other revenue is recorded on the basis of shipment or performance of services or shipment of products. Provision for estimated contract losses, if any, is made in the period that such losses are determined. During 2007 and 2006, no amounts were recognized for estimated contract losses. The asset "costs and estimated earnings in excess of billings" represents revenues recognized in excess of amounts invoiced. The liability "billings in excess of costs and estimated earnings" represents invoices in excess of revenues recognized. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, the costs of plant and equipment are depreciated over the estimated useful lives of the assets, which range from three to fifteen years, using the straight-line method. Purchased Intangible Purchased intangible represents the excess of the purchase price over the fair value of net assets acquired and is being amortized on a straight-line basis over its estimated period of future benefit of ten years. The Company periodically evaluates the recoverability of purchased intangible. The measurement of possible impairment is based primarily on the Company's ability to recover the unamortized balance of the purchased intangible from expected future operating cash flows on an undiscounted basis. Asset Impairment The Company evaluates its long-lived assets for financial impairment, and continues to evaluate them as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. At the time such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. F-8
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Taxes The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". SFAS No. 109 uses the asset and liability method so that deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws and tax rates. Deferred income tax expense or benefit is based on the changes in the financial statement basis versus the tax bases in the Company's assets or liabilities from period to period. Research and Development Costs Research and development costs are charged to expense as incurred. Advertising Costs Advertising costs are charged to operations when incurred. Advertising expense was $3,675 and $586 for the years ended December 31, 2007 and 2006, respectively. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for stock, stock options and stock warrants issued for services and compensation by employees under the fair value method. For non-employees, the fair market value of the Company's stock is measured on the date of stock issuance or the date an option/warrant is granted. The Company determined the fair market value of the warrants/options issued under the Black-Scholes Pricing Model. Effective January 1, 2006, the Company adopted the provisions of SFAS 123(R), SHARE-BASED PAYMENT, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). Concentrations of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist of cash and cash equivalents. The Company places its cash and cash equivalents with various high quality financial institutions; these deposits may exceed federally insured limits at various times throughout the year. The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. Fair Value of Financial Instruments The carrying amounts reported in the balance sheet as of December 31, 2007 for cash equivalents, investments, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. F-9
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Cash and Cash Equivalents For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Warranty Reserve The Company warranties its pollution control units for defects in design, materials, and workmanship generally for a period of 18 months from date sold or 12 months from date placed in service. Provision for estimated warranty costs is recorded upon completion of the project and periodically adjusted to reflect actual experience. Earnings Per Share SFAS No. 128 requires dual presentation of basic earnings per share and diluted earnings per share on the face of all income statements issued after December 15, 1997 for all entities with complex capital structures. Basic earnings per share includes no dilution and is calculated by dividing income available to common shareholders by the weighted average number of shares actually outstanding during the period. Diluted earnings per share reflect the potential dilution of securities (such as stock options, warrants and securities convertible into common stock) that could share in the earnings of an entity. At December 31, 2007 and 2006, outstanding options to purchase 2,165,675 shares of the Company's common stock were not included in the computation of diluted earnings per share as their effect would have been antidilutive. 3. Property, Plant and Equipment Property, plant and equipment consist of the following at December 31, 2007: Equipment.................................... $ 271,437 Furniture and fixtures....................... 31,008 Leasehold improvements....................... 8,321 ------------- 310,766 Less accumulated depreciation................ 302,861 ------------- $ 7,905 ============= Depreciation expense charged to operations was $2,500 and $21,283 in 2007 and 2006, respectively. 4. Note Payable and Long-Term Debt In December 2002, the Company entered into a revolving credit agreement with an insurance company. Under the terms of its agreement, the Company could borrow up to $500,000 at 5.25% per annum, which was increased to $3,000,000 in 2003. As of December 31, 2007, the Company has $4,326,499 of principal advances and accrued interest of $853,704 outstanding under the agreement. During the years ended December 31, 2007 and 2006, the Company recorded interest expense of $197,865 and $299,666, respectively. The note is secured by stock and mineral property held for investment and matured on January 2, 2008. This note payable has not been paid at maturity and management is currently renegotiating its terms with the lender. Through the date of this report, no revised terms have been arranged on this defaulted debt. F-10
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Related Party Debt Related party debt consists of advances received from and deferred expenses and reimbursements to various directors and related parties. At December 31, 2007, amounts owed these related parties totaled $5,988,604, due on demand. Interest expense accrued on this related party debt for the year ended December 31, 2007 and 2006 was $455,925 and $461,345, respectively. On December 15, 2006, an officer/director converted $770,000 of advances into 3,080,000 shares of the Company's common stock. 6. Commitments and Contingencies The Company leases office space and mineral properties under operating leases that expire at various dates through 2010. Future minimum rental payments required under operating leases that have initial and remaining non-cancellable terms in excess of one year are as follows: $82,968 for each of the years ending December 31, 2008 and 2009, and $50,023 for the year ending December 31, 2010. Rent expense for the years ended December 31, 2007 and 2006 was $87,356 and $89,228, respectively. The Company has entered into an exclusive license rights agreement for technology to be utilized in its SkyGas venture. Pursuant to the terms of the agreement, the Company has agreed to pay $72,000 annually through December 31, 2008. The agreement may be terminated by the Company at any time. In December 2007, the Company entered an agreement with an officer/director regarding payroll reductions in 2003. Under the terms of the agreement, the Company will retroactively reimburse the officer/director for salary reductions from April 2003 if certain conditions are met. These include the profitability of the Company and its ability to repay the amounts due. Additionally, under the terms of the agreement, unpaid accrued amounts will bear interest at 8% per annum beginning January 1, 2008. At December 31, 2007, amounts accrued and charged to expense for the year was $133,494. 7. Income Taxes As of December 31, 2007 the significant components of the Company's net deferred tax asset is as follows: Net operating loss carryforward................. $ 5,000,000 Differences between book and tax depreciation... 20,000 Goodwill and purchase asset adjustments......... 10,000 Writedown of mineral properties................. 136,000 Other........................................... 40,000 -------------- 5,206,000 Less: valuation allowance.................... 5,206,000 -------------- $ - ============== As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at December 31, 2007. The valuation allowance increased $782,000 since December 31, 2006. F-11
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2007, the Company has net operating loss carryforwards for federal income tax purposes totaling approximately $12.7 million that expire in the years 2008 through 2027. At December 2007, the Company has net operating loss carryforwards for state income tax purposes totaling approximately $9.2 million that expire in the years 2008 through 2027. 8. Stockholders' Equity Stock Option Plan On May 22, 1989, the shareholders of the Company voted to approve a stock option plan (the Plan) for selected key employees, officers and directors of the Company. The Plan is administered by a Compensation Committee of the Board of Directors (the "Committee") consisting of those directors of the Company and individuals who are elected annually by the Board of Directors to the Committee. The Board of Directors has chosen one of the Company's directors and one outside individual to serve on the Committee. No director eligible to receive options under the Plan may vote upon the granting of an option or Stock Appreciation Rights (SAR) to himself or herself or upon any decision of the Board of Directors or the Committee relating to the Plan. Under the Plan, a maximum of 236,667 shares were approved to be granted, which in 2003 was increased by 300,000. Generally, the Plan provides that the terms under which options may be granted are to be determined by a Committee subject to certain requirements as follows: (1) the exercise price will not be less than 100% of the market price per share of the common stock of the Company at the time an Incentive Stock Option is granted, or as established by the Committee for Non-qualified Stock Options or Stock Appreciation Rights; and (2) the option purchase price will be paid in full on the date of purchase. Qualified stock option activity under the Plan and non-qualified stock option activity outside the Plan are summarized as follows: Weighted Average Option Options Price ------------ ------------ Outstanding at January 1, 2006 1,949,508 $ 1.83 Granted - - Exercised - - Expired 63,833 1.80 ------------ ------------ Outstanding at January 1, 2007............... 1,885,675 $ 0.90 Granted...................................... 280,000 $ 0.30 Exercised.................................... - - Expired...................................... - - ------------ ------------ Outstanding at December 31, 2007............. 2,165,675 $ 0.82 ============ ============ F-12
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company accounts for stock and stock options issued for services and compensation by employees under the fair value method. For non-employees, the fair market value of the Company's stock on the date of stock issuance or option/grant is used. The Company determined the fair market value of the options issued under the Black-Scholes Pricing Model. The Company adopted the provisions of Statement of Financial Accounting Standards SFAS) 123R SHARE-BASED PAYMENT, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). The Company used the following assumptions in its calculation: Dividend yield-$0; Expected volatility 23%; Risk-free interest rate 3.49%; Expected life 5 years. The Company recorded expenses of $34,692 in 2007 related to the 280,000 options that were issued. No options were issued in 2006. The following table summarizes information about stock options outstanding at December 31, 2007: Options Number Weighted Outstanding and Range of Outstanding Average Exercisable Weighted Exercise and Exercisable Exercise Average Remaining Prices at 12/31/07 Price Contractual Life (Years) -------------- --------------- ------------- ------------------------ $ 0.10 65,000 $ 0.10 8.8 $ 0.22 365,750 $ 0.22 6.7 $ 0.25 49,389 $ 0.25 1.7 $ 0.30 180,000 $ 0.30 9.6 $ 0.31 100,000 $ 0.31 9.1 $ 0.36 40,446 $ 0.36 5.8 $ 0.50 381,000 $ 0.50 2.3 $ 0.60 50,000 $ 0.60 5.7 $ 0.75 450,000 $ 0.75 4.7 $ 0.875 21,756 $ 0.875 1.6 $ 1.00 91,667 $ 1.00 2.4 $ 2.00 301,000 $ 2.00 2.3 $ 3.00 31,667 $ 3.00 2.4 --------------- ------------------------ $ 0.10 - $3.00 2,165,675 $ 0.82 5.9 =============== ======================== 9. Valuation and Qualifying Accounts Allowance for doubtful account activity was as follows at December 31, 2007: Balance, beginning of year.................. $ 165,000 Charged to (deducted from) expense.......... (155,000) Write-offs, net of recoveries............... - ------------ Balance, end of year........................ $ 10,000 ============ F-13
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Mineral Properties In accordance with guidelines established by the American Institute of Certified Public Accountants, we conducted impairment testing on these assets. Factors evaluated included whether there was a significant decrease in the market prices of the assets. Impairment testing was necessary because of the Company's current period operating and cash flow losses, and its history of operating and cash flow losses. Impairment is defined in the accounting literature as the condition that exists when the carrying amount of a long-lived asset exceeds its fair value. An impairment loss shall be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The mineral property and related equipment is carried on the balance sheet at December 31, 2007 in the amount of $1,070,368. In performing impairment testing, we based our assessment on the carrying amount of the assets as of the date of the impairment testing for recoverability. As part of our testing, we made certain assumptions about the use of the assets and assigned probability levels based on assumptions of activity levels involved in the use of the assets. The result of our testing was that there was no impairment in the carrying amount of the mineral property. 11. Prepaid Royalty During 1994, the Company entered into an agreement to sell certain equipment related to the SkyGas technology to the inventor of this technology in exchange for a $275,000 note receivable. The note was collateralized by the equipment sold. Under the agreement, the note was due in a balloon payment of $275,000 on December 1, 1995 or at such time the Skygas process is placed into sustainable commercial production. Additional renewals have not been negotiated and the Company has recharacterized this former note receivable as prepaid royalties, recoverable from future revenues resulting from the operation of the equipment. The balance at December 31, 2007 of $273,000 has been offset against royalties payable to the estate of the inventor. 12. Related Party Transactions At December 31, 2007, the Company owed $5,988,604 to an officer/director and another director. During 2007, an officer/director loaned $145,000 to the Company. These loans are unsecured and are due on demand. The Company contracts for its shareholder relations services with an officer of the Company. The Company incurred expenses to this related party for services in 2007 and 2006 of $55,000 in each year. As of December 31, 2007, a business owned by the Company's Chief Executive Officer owed the Company $19,614 from the sale of certain equipment. This amount is included in accounts receivable. 13. Purchased Intangible In 1996, the Company issued 133,333 shares of its common stock to acquire an additional 15% interest in the SkyGas venture. The transaction was recorded at $675,000 based on the then-fair value of the shares issued. In accordance with FASB Technical Bulletin No. 84-1, the Company recorded an intangible asset representing the additional interest purchased in SkyGas's patent and licensing rights. This amount was fully amortized at December 31, 2007. F-14
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. New Accounting Pronouncements In September 2006, the FASB issued SFAS 157, "Fair Value Measurements", which defines fair value, creates a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We will adopt SFAS 157 as of January 1, 2008, as required. SFAS 157 is not expected to have a material impact on our financial statements. In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS 115. SFAS 159 permits all entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value at specified election dates. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate the volatility in reported earnings caused by measuring related and liabilities differently without having to apply complex hedge accounting provisions. The associated unrealized gains and losses on the items for which the fair value option has been elected shall be reported in earnings. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We will adopt SFAS 159 on its effective date. Based on the provisions of SFAS 159, the difference between the carrying value and fair value will be recognized at the adoption date as a cumulative-effect adjustment to the opening balance of retained earnings. SFAS 159 is not expected to have an effect on our financial statements. In December 2007, the FASB issued SFAS 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for an acquirer, which improves the relevance, representational faithfulness and comparability of information provided by a reporting entity in its financial reports about business combinations and its effects. SFAS 141(R) is effective prospectively to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are unable to currently estimate the impact of SFAS 141(R) on our financial statements. In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements (an amendment of ARB No. 51)". SFAS 160 establishes accounting and reporting standards designed to improve the relevance, comparability and transparency of the financial information provided in a reporting entity's consolidated financial statements. SFAS 160 requires that ownership interests in subsidiaries held by parties, other than the parent, to be clearly identified, labeled and presented in the consolidated balance sheet within the equity, but separate from the parent's equity; net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations; changes in the parent's ownership interest to be accounted for as equity transactions, if a subsidiary is deconsolidated and any retained noncontrolling equity investment to be measured at fair value; and that entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and noncontrolling owners. SFAS 160 is effective for fiscal years and interim periods beginning on or after December 15, 2008. We cannot currently estimate the impact of SFAS 160 on our financial statements. 15. Loss on Settlements During 2007, MPM recorded settlements expenses of $867,992. Settlements result primarily from the payment of $1,050,000 a project for which AirPol was a subcontractor. The general contractor's systems were found to be faulty, and ultimately were removed. The customer made claims against the general contractor. The general contractor then made claims against its subcontractors. The disputes went through mediation and were about to go to arbitration. AirPol management decided to settle the disputes rather than incur the costs of arbitration. AirPol is attempting to recover the losses through its insurance carrier. There can, however, be no assurances that AirPol will be successful in its recovery attempts. F-15
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MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. Joint Venture On April 11, 2007, MPM announced that it had agreed with Losonoco, Inc. to form a new joint venture company, Losonoco Skygas, LLC, to develop bio-fuel and chemical manufacturing facilities based on the Skygas technology for waste gasification. Losonoco, Inc. builds, owns and operates manufacturing facilities for ethanol and bio-diesel, and focuses on commercializing technologies that use waste streams as feedstock for the bio-fuels. Losonoco is acquiring and re-commissioning a former corn ethanol facility in Florida, and intends to bring it back into production by building an integrated bio-mass-to-ethanol facility using the Skygas gasification process. The joint venture will further develop the Skygas gasification process through the proposed construction of a 125-ton per day biomass gasifier to be located and integrated with Losonoco's corn ethanol facility in Florida. Initially, the Skygas gasifier will provide syngas to replace natural gas used in the ethanol production process. In the second phase, the syngas will be used to manufacture ethanol through catalytic conversion. MPM is transferring its worldwide licenses for the Skygas gasification technology, and all related engineering, operational data and intellectual property that it owns. Losonoco will fund the further development of the technology and the construction of the 125-ton per day gasification facility in Florida. It was originally reported that the initial membership interests in the joint venture would be 75% MPM and 25% Losonoco, and would change to 50% - 50% ownership after the development work was completed. 17. Restatement The accompanying financial statements have been restated to more accurately reflect the Company's disclosure of its mining property asset in Note 10 above. The restatement did not affect any reported amounts on the Company's balance sheet, statement of operations or cash flow statement. No effect to retained earnings has occurred as a result of this restatement. F-16
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Item 8. Changes in and disagreements with accountants on Accounting and Financial Disclosure. None. Item 8A. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has conducted, with the participation of the Chief Executive Officer and the Chief Financial Officer, an assessment of the effectiveness of the small business issuer's internal control over financial reporting as of the year ended December 31, 2007. Management determined that at December 31, 2007, the Company had a material weakness because it did not have sufficient number of personnel with adequate knowledge, experience and training of U.S. GAAP commensurate with the Company's reporting requirements. This material weakness required the identification of adjustments during the financial statement close process that have been recorded in the Company's consolidated financial statements. This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report. Changes in Internal Control over Financial Reporting Other than described above, there have been no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART III Item 9. Directors and Executive Officers of the Registrant a) Identification of Directors FIRST ELECTED NAME AGE POSITION DIRECTOR ------------------------------------------------------------ Richard E. Appleby 68 Director 4/25/1985 Glen Hjort 55 Director 2/16/1998 Frank E. Hsu 62 Director 6/24/2002 Richard Kao 67 Director 6/28/1999 Michael J. Luciano 54 Director 2/16/1998 L. Craig Cary Smith 58 Director 4/25/1985
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The directors will serve until the next meeting of shareholders or until their successors are elected and qualified. Effective February 9, 2007, Daniel Smozanek resigned as a Director. No actions have yet been taken regarding a potential replacement for him. b) Identification of Executive Officers. NAME AGE POSITION OFFICER SINCE ----------------------------------------------------------------------------- Richard E. Appleby 68 Vice President/Treasurer 4/25/1985 Glen Hjort 55 Chief Financial Officer 6/28/1999 Frank E. Hsu 62 Chief Operating Officer 6/24/2002 Robert D. Little 58 Secretary 1/03/1991 Michael J. Luciano 54 Chairman & CEO 2/16/1998 The officers will serve until the next meeting of shareholders or until their successors are elected and qualified. Effective February 9, 2007, Daniel D. Smozanek resigned as an officer of the Company. No actions have yet been taken regarding a potential replacement for him. c) Identification of Certain Significant Employees. As of December 31, 2007, MPM was dependent upon the services of its principal officers and directors. In the event that one of these persons should leave the Company, there is no assurance that the Company can employ a suitable replacement. d) Family Relations Michael J. Luciano, Chairman of the Board of Directors and Chief Executive Officer is the nephew of Richard E. Appleby, Vice President and Director. There are no other family relationships, whether by blood, marriage, or adoption, between any executives and/or directors. e) Business Experience Background Michael J. Luciano was elected Chairman and Chief Executive Officer in 1999. In 1998, he was named Senior Vice President and elected a director. His continuing responsibilities in addition to overall company management include negotiating ventures and business opportunities in the U.S., Europe, Asia, and Africa. Mr. Luciano was a co-owner of Morris County Sanitation Services, Inc. in East Hanover, New Jersey where he was responsible for acquisitions, governmental regulatory permitting and compliance. He is also the owner of MJL & associates involved in consulting services specializing in solid waste facilities, permitting, construction and operations. Mr. Luciano resides in Mt. Arlington, New Jersey. Glen Hjort was elected Chief Financial Officer in 1999 and has been a Director since 1998. Mr. Hjort is a certified public accountant with over twenty five years experience providing services to numerous corporate clients in a wide variety of industries. Mr. Hjort resides in Palatine, Illinois. Frank E. Hsu is Chief Operating Officer and was elected Director in 2002. Mr. Hsu is a registered professional engineer with over thirty years of experience in design, manufacturing and construction of air pollution control equipment and solid waste disposal systems. He holds a B.S. Degree in Civil engineering from Taiwan Chen Kung University, an M.S. Degree in Environmental Engineering from New Jersey Institute of Technology and an MBA Degree from Fairleigh Dickinson University. Prior to joining AirPol in 1990, Mr. Hsu was Engineering Director of Belco Pollution Control Corp. In addition to his engineering and business management background, he also has extensive experience in international sales, marketing and project execution. Mr. Hsu resides in Warren, New Jersey.
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Richard E. Appleby is Vice President and a Director since 1985. He attended postgraduate courses at Rutgers in Landscape Design, Landscape Maintenance and Landscape Construction. From 1957 to 1973, Mr. Appleby was Superintendent and Manager of A-L Services and for Farm Harvesting Co., constructing all types of site development and landscape construction projects. From 1973 to 1980, he was Vice President of A-L Services and since 1980, has been President of that company. Mr. Appleby resides in Mendham, New Jersey. Robert D. Little is Secretary of the Company. He is a graduate of Central Washington University with a Bachelor of Arts Degree in Sociology; graduate studies at the University of Washington in Education and earned his Teacher Certification at Seattle University. From 1985 to the present, Mr. Little has been Manager for MPM and became Secretary of MPM in 1991. Mr. Little is the owner of R.D. Little Company which specializes in assisting small public companies with shareholder and investor relations from 1985 to the present. Mr. Little resides in Spokane, Washington. L. Craig Cary Smith has been a Director since 1985. Mr. Smith graduated from Gonzaga Law School in 1981 and was admitted to the Washington State Bar that same year. From 1981 to the present, Mr. Smith has been a partner in general practice at Smith Hemingway Anderson P.S. in Spokane, Washington. Mr. Smith resides in Spokane, Washington. Dr. Richard Kao has been a Director since 1998. Dr. Kao has PhD and Master of Science degrees in chemical engineering from the Illinois Institute of Technology in Chicago, and a Bachelor of Science degree in chemical engineering from Tunghai University in Taiwan. He presently serves as senior vice president of Unitel Technologies, Inc., and is responsible for the research, development, economic evaluation, assessment and upgrade of new technologies for commercial application for chemical, petroleum, solid/semi-solid/liquid waste, synthetic fuel, food, pulp, and paper industries. Prior to joining Unitel, he was Director of Technologies for the Gas Technology Institute (1967-1982). Prior to joining Unitel, he was Director of Technologies for Xytel Corporation (1988-1996). He is a registered professional engineer in Illinois and a member of Sigma Xi and the National Society of Professional Engineers. Dr. Kao resides in Northbrook, Illinois. (2) Directorships None of the directors of the Company are directors of other companies with securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such act or any company registered under the Investment Company Act of 1940. f) Involvement in Certain Legal Proceedings. Not Applicable g) Promoter and Control Persons. Not Applicable Item 10. Executive Compensation The following table shows the remuneration of officers and directors in excess of $100,000 in 2007 and 2006.
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[Enlarge/Download Table] Summary Compensation Table -------------------------- Annual Compensation Name and Principal Position Year Salary Bonus(s) Compensation Awards(s)($) SARs($) Payout(s)($) Compensation --------------------------------------------------------------------------------------------------------- Michael J. Luciano, 2007 $120,000 CEO 2006 $120,000 Robert D.(1) Little, 2007 $ 55,000 Secretary 2006 $ 55,000 (1) MPM contracts with Mr. Little for its shareholder relations services. Expenses related to this were $55,000 for both 2007 and 2006.
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Option Grants In 2007 Fiscal Year Individual Grants Individual Grants --------------------------------------------------------------------- Market % of Total Price on Options Options Granted Exercise or Date of Expiration Name Granted In Fiscal Year Base Price Grant Date ---- ------- --------------- ------------- ----------- ---------- Glen Hjort 50,000 18% $.30 $.30 4/4/17 Frank E Hsu 50,000 18% $.31 $.31 1/26/17 Frank E Hsu 50,000 18% $.30 $.30 10/4/17 Robert D Little 50,000 18% $.31 $.31 1/26/17 Robert D Little 50,000 18% $.30 $.30 10/4/17 Other Employees 30,000 11% $.30 $.30 10/9/17 Aggregated Option/SAR Exercises in Last Fiscal Year and FYE 2007 ---------------------------------------------------------------- Option/SAR Values ----------------- Number of Securities Value of Underlying Unexercised Unexercised In-The-Money Options/SARs Options/SARs Shares At FY-End (#) At FY-End Acquired Value Exercisable/ Exercisable/ Name On Exercise Realized ($) Unexercisable Unexercisable ------------------------------------------------------------------------------- Michael J. Luciano None 631,890 $-0- Exercisable Robert D. Little None 370,223 $-0- Exercisable L. Craig Cary Smith None 255,389 $-0- Exercisable Frank E. Hsu None 250,000 $-0- Exercisable Glen Hjort None 145,000 $-0- Exercisable Richard E. Appleby None 38,000 $-0- Exercisable
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a) Current Remuneration. Except as noted above, none of the officers or directors is compensated for their services as an officer or director. Each is reimbursed for out-of-pocket expenses incurred on MPM business. b) Proposed Remuneration. It is not contemplated that any other salaries will be paid unless, and until such time as, MPM may require full time commitments from any officer or director. MPM's officers and directors are committed to the long-term success of the Company, and have, accordingly, weighted heavily any benefits received in the form of stock and stock options. c) Incentive and Compensation Plans and Arrangements. MPM has no retirement, profit sharing, pension, or insurance plans covering its officers and directors. No advances have been made, nor are any contemplated, by MPM to any of its officers or directors. The shareholders of MPM, at the Annual Shareholders Meeting on May 22, 1989, voted to approve a stock option plan for selected employees, officers and directors of MPM. The purpose of the option plan is to promote the interests of MPM and its stockholders by attracting, retaining and stimulating the performance of selected employees, officers and directors and giving such employees the opportunity to acquire a proprietary interest in MPM's business and an increased personal interest in this continued success and progress. Item 11. Security Ownership of Certain Beneficial Owners and Management a) Security Ownership of Certain Beneficial Owners. Except as noted in part b. below, no person or group was known by the Registrant except as noted below to own more than five percent (5%) of its common stock at December 31, 2007. b) Security Ownership of Management as of April 14, 2008. The following table sets forth, as of March 28, 2008 the amount and percentage of the Common Stock of MPM, which according to the information supplied to MPM, is beneficially owned by management, including officers and directors of MPM. Except as otherwise specified, the persons named in the table have sole voting power and investment power with respect to all shares of Common Stock beneficially owned by them. Title of Name of Amount and Nature of Percent Class Beneficial Owner Beneficial Ownership [1] of Class ----- ---------------- -------------------- -------- Common Michael J. Luciano 4,063,910 [2] 50.60 Common Robert D. Little 387,966 4.83 Common L. Craig Cary Smith 266,724 3.32 Common Richard E. Appleby 221,155 2.75 Common Frank E. Hsu 286,404 3.57 Common Glen Hjort 161,833 2.01 Common Richard Kao 64,222 0.80 Common As A Group 5,693,136 70.88
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[1] Includes options available for exercise aggregating 1,768,502 shares for the entire group. [2] Does not include 396,509 shares (6.33%) of the Company's outstanding shares including options available for exercise owned by a trust for which Mr. Luciano is the Trustee. c.) Changes in Control. There are no contractual arrangements of any kind, known to MPM, which may at a subsequent date result in a change in control of MPM. Item 12. Certain Relationships and Related Transactions a.) Transactions with Management and Others. No Officers or Directors of MPM, or nominees for election as Director, or beneficial owners of more than five percent of MPM's voting stock, or members of their immediate families had any material transactions with MPM other than as set forth in part b. of this item. b.) Certain Business Relationships. During 2007, Michael J. Luciano, Chairman and Chief Executive Officer loaned the Company $145,000. On December 15, 2006, Mr. Luciano converted notes payable aggregating $770,000 into 3,080,000 shares of the Company's common stock. At December 31, 2007, Mr. Luciano was owed $5,588,667 including accrued interest pursuant to unsecured demand notes. In September 2001, Michael J. Luciano, Chairman and Chief Executive Officer loaned the Company $600,000 evidenced by a convertible promissory note. Under the terms of the promissory note, the principal and any unpaid accrued interest may be converted to common stock at the option of the note holder. At December 31, 2007 Richard Appleby was owed $399,937 including accrued interest pursuant to unsecured demand notes. MPM has a contract with R.D. Little Co. to provide shareholder and investor relations services. Robert D. Little, Secretary of the company, owns R.D. Little Co. For the years ended December 31, 2007 and 2006, MPM paid $55,000 for each year for these services. c) Other Information None Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (A) Exhibits and Financial Statements have been previously reported or are being shown as an exhibit in this Form 10KSB. (B) Reports on Form 8-K
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Item 14. Principal Accountant Fees and Services Audit Fees Rosenberg Rich Baker Berman & Co. billed $38,205 to the Company for professional services rendered for the audit of our 2007 financial statements and review of the financial statements included in our 10-QSB and 10-KSB filings for the four quarters of 2007. Audit-Related Fees Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2007 for assurance and related services that are reasonably related to the performance of the 2007 audit or review of the quarterly financial statements. Tax Fees Rosenberg Rich Baker Berman & Co. billed $5,000 to the Company in 2007 for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2007 for services not described above. It is the policy of the Company's Board of Directors that all services other than audit, review or attest services, must be pre-approved by the Board of Directors. All of the services described above were approved by the Board of Directors.
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized MPM Technologies, Inc. By: /s/ Michael J. Luciano ---------------------- Title: Chairman and Chief Executive Officer Date: March 13, 2009 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. /s/ Michael J. Luciano /s/ Glen Hjort ---------------------- -------------- Michael J. Luciano Glen Hjort Chairman & Chief Executive Officer Chief Financial Officer & Director Dated: March 13, 2009 Dated: March 13, 2009 /s/ Frank E. Hsu /s/ Richard E. Appleby ---------------- ---------------------- Frank E. Hsu Richard E. Appleby Chief Operating Officer & Director Vice President & Director Dated: March 13, 2009 Dated: March 13, 2009 /s/ Richard Kao /s/ L. Craig Cary Smith --------------- ----------------------- Richard Kao L. Craig Cary Smith Director Director Dated: March 13, 2009 Dated: March 13, 2009

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10KSB/A’ Filing    Date First  Last      Other Filings
12/31/1024NT 10-K
12/31/092410-K,  NT 10-K
Filed as of:3/16/0910-Q/A
Filed on:3/13/091538CORRESP
12/31/082410-K,  NT 10-K,  NT 10-K/A
12/15/081128
4/14/08135
3/28/0835
1/2/0823
1/1/081128
For Period End:12/31/0713610-K/A,  10KSB,  NT 10-K
11/15/071128
4/11/0729
2/9/0731
1/1/0725
12/31/0653610KSB
12/15/0619364,  8-K,  SC 13D
1/1/061822
2/18/037
7/2/9820
7/1/9828
12/15/9723
12/1/9527
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