6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission File Number: 0-26005

MICROMEM TECHNOLOGIES INC.(Translation of registrant's name into English)

777 Bay Street, Suite 1910, Toronto, On M5G 2C8
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F           [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes []             No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Interim Financial Statements for April 30, 2010
99.2	Interim Management’s Discussion & Analysis for April 30, 2010
99.3	CEO Management Certification
99.4	CFO Management Certification
99.5	Press Release – Micromem Technologies Inc. Interim Filings and Completion of Private Placements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROMEM TECHNOLOGIES INC.
	(Registrant)
Date: June 17, 2010	By:	/s/ Joseph Fuda
		Joseph Fuda
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Interim Consolidated Financial Statements of

MICROMEM TECHNOLOGIES INC.

For the Three and Six Month Periods ended April 30, 2010 and 2009

(Unaudited – See Notice to Reader)

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

NOTICE of No Auditor Review of Interim Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated financial statements of Micromem Technologies Inc. for the period ended April 30, 2010 have been prepared by management and approved by the Audit Committee and Board of Directors of the Corporation.

The Corporation’s independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors.

Dated: June 18, 2010

1

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)

As at		April 30, 2010			October 31, 2009			April 30, 2009
		(unaudited)			(audited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents (Note 20)	$	37,260		$	106,110		$	91,813
Deposits and other receivables		102,357			83,486			169,879
Promissory note receivable (Note 7)		200,000			200,000			200,000
		339,617			389,596			461,692
Property and equipment, net (Note 8)		20,981			24,422			29,359
Deferred development costs (Note 9)		2,496,421			2,000,611			-
Patents, net (Note 10)		203,181			147,850			-
	$	3,060,200		$	2,562,479		$	491,051
Liabilities and Shareholders' Equity (Deficiency)
Current liabilities:
Bridge loan (Note 11)		223,881			-			-
Accounts payable and accrued liabilities		1,034,673			1,039,640			600,242
		1,258,554			1,039,640			600,242
Shareholders' Equity (Deficiency):
Share capital: (Note 11)
Authorized:
2,000,000 special preference shares, redeemable, voting
Unlimited common shares without par value
Issued and outstanding:
91,877,178 common shares ( 2009:86,864,399)		49,395,035			48,494,180			46,025,174
Equity component of bridge loan (Note 11)		23,644			-			-
Contributed surplus (Note 12)		24,433,378			24,145,911			23,529,027
Deficit accumulated during the development stage		(72,050,411	)		(71,117,252	)		(69,663,392	)
		1,801,646			1,522,839			(109,191	)
	$	3,060,200		$	2,562,479		$	491,051
Going Concern (Note 2)
Related Party Transactions (Note 14)
Commitments (Note 15)
Contingencies (Note 16)
Subsequent Events (Note 20)

"Joseph Fuda" (Signed)

 Joseph Fuda, Director

"David Sharpless" (Signed)

David Sharpless, Director

See accompanying notes.

2

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Expressed in United States dollars)

For the period ended April 30, 2010 (with comparative data)

											Period from
											September 3, 1997
		April 30, 2010		April 30, 2010		April 30, 2009		April 30, 2009			to April 30, 2010
		(3 mos	)	(6 mos	)	(3 mos	)	(6 mos	)
Costs and expenses (income):
Administration		41,487		120,142		306,262		586,336		$	4,623,333
Professional, other fees, and salaries (Note 14)		423,573		705,297		661,471		1,382,179			45,672,556
Research and development (Note 9)		-		-		265,280		828,889			8,885,520
Travel and entertainment		51,008		90,292		53,512		77,167			2,286,478
Amortization of property and equipment (Note 8)		2,174		4,291		2,193		4,313			365,534
Foreign exchange loss (gain)		13,527		23,245		(14,732	)	(15,632	)		126,892
Write-down of royalty rights				-		-		-			10,000,000
Write-down of patents and trademarks				-		-		-			299,820
Other expenses				-		-		-			433,121
Loss before under noted		531,769		943,267		1,273,986		2,863,252			72,693,254
Interest and other income	$	(5,009	)	(10,108	)	(536	)	(6,173	)		(662,520	)
Loss before income taxes		(526,760	)	(933,159	)	(1,273,450	)	(2,857,079	)		(72,030,734	)
Income taxes (Note 13)		-		-		-					19,677
Net loss for the period		(526,760	)	(933,159	)	(1,273,450	)	(2,857,079	)		(72,050,411	)
Deficit accumulated during the development stage, beginning of period		(71,523,651	)	(71,117,252	)	(68,389,942	)	(66,806,313	)		-
Deficit accumulated during the development stage, end of period		($72,050,411	)	($72,050,411	)	($69,663,392	)	($69,663,392	)	$	(72,050,411	)
Loss per share - basic and diluted		(0.01	)	(0.01	)	(0.02	)	(0.03	)		(1.28	)
Weighted average number of shares		89,916,604		89,916,604		82,506,004		82,506,004			56,132,446

See accompanying notes.

3

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)

For the period ended April 30, 2010 (with comparative data)

														Period from
														September 03, 1997
		April 30, 2010			April 30, 2010			April 30, 2009			April 30, 2009			to April 30, 2010
		(3 mos	)		(6 mos	)		(3 mos	)		(6 mos	)
Cash flows from operating activities:
Net loss for the period	$	(526,760	)	$	(933,159	)	$	(1,273,450	)	$	(2,857,079	)	$	(72,050,411	)
Adjustments to reconcile loss for
the period to net cash used in operating activities:
Amortization of patents and trademarks		-			-									67,596
Amortization of property and equipment		2,174			4,291			2,193			4,313			550,754
Accretion expense		1,414			1,414			-			-			1,414
Stock option expense		31,874			31,874			342,000			697,117			24,913,854
Write-down of royalty rights		-			-			-			-			10,000,000
Write-down of patents and trademarks		-			-			-			-			299,820
Share compensation expense		-			-			-			-			7,285,696
Other adjustments		-			-			-			-			388,211
Increase in deposits and other receivables		43,275			(18,871	)		(245,147	)		(240,968	)		(293,760	)
Increase (decrease) in accounts payable and accrued liabilities		166,439			(5,731	)		(511,975	)		(222,231	)		1,168,124
Net cash used in operating activities		(281,584	)		(920,182	)		(1,686,379	)		(2,618,848	)		(27,668,702	)
Cash flows from investing activities:
Purchase of property and equipment		-			(851	)		(2,625	)		(7,351	)		(771,654	)
Patents and trademarks		(26,073	)		(64,529	)		-			-			(579,795	)
Deferred development costs		(211,275	)		(485,847	)		-			-			(2,486,458	)
Proceeds on disposal of property and equipment					-			-			-			134,458
Sale of available-for-sale Investment					-			-			-			260,641
Royalty rights					-			-			-			(2,000,000	)
Net cash used in investing activities		(237,348	)		(551,227	)		(2,625	)		(7,351	)		(5,442,808	)
Cash flows from financing activities:
Issue of common shares		130,000			1,156,448			1,425,209			2,242,777			31,723,248
Bridge loan		246,111			246,111			-			-			246,111
Other		-			-			-			-			1,179,411
Net cash provided by financing activities		376,111			1,402,559			1,425,209			2,242,777			33,148,770
Increase (decrease) in cash and cash equivalents		(142,821	)		(68,850	)		(263,795	)		(383,422	)		37,260
Cash and cash equivalents, beginning of period		180,081			106,110			355,608			475,235			-
														-
Cash and cash equivalents, end of period	$	37,260		$	37,260		$	91,813		$	91,813		$	37,260
Supplemental cash flow information:
Interest paid		-			-			-			-			76,987
Income taxes paid		-			-			-			-			66,722

See accompanying notes.

4

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in United States dollars)

For the period ended April 30, 2010 (with comparative data)

	Number of		Share Capital		Contributed			Deferred			Equity		Deficit
	Shares				Surplus			Share			component		Accumulated
								Compensation			of Bridge		During
											loan		Development
													stage
Micromem share capital, October 31, 1998	3,490,643	$	-	$	-		$	-		$		$	-
Exercise of director’s stock options	490,000		-		-			-			-		-
Pageant share capital, October 31, 1998	-		1		-			-			-		-
Net loss for the year	-		-		-			-			-		(500,992	)
Common shares of Pageant, December 4, 1998	-		4,999		-			-			-		-
Assigned fair value of net assets	32,000,000		549,140		-			-			-		-
Micromem share capital, September 11, 1999	35,980,643		554,140		-			-			-		(500,992	)
Exercise of common share purchase warrants for cash	120,676		164,053		-			-			-		-
Private placement of common shares for cash, May 17, 1999	350,000		1,050,000		-			-			-		-
Shareholder loan forgiven	-		-		544,891			-			-		-
Exercise of stock options for cash	100,000		300,000		-			-			-		-
Net loss for the year	-		-		-			-			-		(5,207,787	)
Balance, October 31, 1999	36,551,319		2,068,193		544,891			-			-		(5,708,779	)
Exercise of common share purchase warrants for cash	182,087		274,717		-			-			-		-
Exercise of stock options for cash	100,000		300,000		-			-			-		-
Deferred share compensation	-		-		2,711,881			(453,219	)		-		-
Private placement of common shares for cash, February 10, 2000	2,000,000		5,000,000		-			-			-		-
Common shares issued pursuant to compensation agreements, March 15, 2000	901,110		4,206,447		-			-			-		-
Stock options issued to directors/consultants	-		-		9,681,257			-			-		-
Net loss for the year	-		-		-			-			-		(16,940,613	)
Balance, October 31, 2000	39,734,516		11,849,357		12,938,029			(453,219	)		-		(22,649,392	)
Exercise of common share purchase warrants for cash	362,450		554,655		-			-			-		-
Common shares issued under rights offering November 20, 2000	304,674		1,119,058		-			-			-		-
Exercise of stock options for cash	800,000		2,400,000		-			-			-		-
Deferred share compensation	-		-		(453,219	)		453,219			-		-
Stock-based compensation	-		-		34,000			-			-		-
Exercise of director’s stock options for cash, January 17, 2001	714,686		71,469		-			-			-		-
Common shares issued pursuant to compensatory stock options, at	-		1,581,242		(1,581,242	)		-			-		-
Adjustment-share compensation expenses	-		-		(677,420	)		-			-		-
Common shares issued pursuant to compensation agreement, January 23, 2001	11,192		66,461		-			-			-		-
Private placement of common shares for cash, March 21, 2001	2,000,000		4,000,000		-			-			-		-
Common shares issued under asset purchase agreement to Estancia	2,007,831		8,000,000		-			-			-		-
Limited, March 14, 2001
Compensation shares due but not issued	-		-		1,431,545			-			-		-
Stock options issued to directors/consultants	-		-		4,627,752			-			-		-
Net loss for the year	-		-		-			-			-		(9,187,377	)
Balance, October 31, 2001	45,935,349		29,642,242		16,319,445			-			-		(31,836,769	)
Stock options issued to directors/consultants	-		-		1,832,500			-			-		-
Shares issued pursuant to compensatory agreement, March 26, 2002	765,588		1,431,545		(1,431,545	)		-			-		-
Net loss for the year	-		-		-			-					(14,565,515	)
Balance, October 31, 2002	46,700,937		31,073,787		16,720,400			-			-		(46,402,284	)
Private placement of common shares for cash, August 13, 2003	2,031,250		162,500		-			-			-		-
Net loss for the year	-		-		-			-			-		(1,767,965	)
Stock options issued to directors/consultants					318,000						-
Balance, October 31, 2003	48,732,187		31,236,287		17,038,400			-			-		(48,170,249	)
Private placement	800,000		73,000		-			-			-		-
Exercise of common share warrants	3,231,250		264,500		-			-			-		-
Exercise of options for cash	5,300,000		530,000		-			-			-		-
Stock options issued to consultant	-		-		1,379,970			-			-		-
Net loss for the year	-		-		-			-			-		(2,314,298	)
Balance at October 31, 2004	58,063,437	$	32,103,787	$	18,418,370		$	-		$	-	$	(50,484,547	)

5

MICROMEM TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in United States dollars)

For the period ended April 30, 2010 (with comparative data)

	Number of		Share Capital			Contributed			Deferred		Equity		Deficit
	Shares					Surplus			Share		component		Accumulated
									Compensation		of Bridge		During
											loan		Development
Balance at October 31, 2004	58,063,437		32,103,787			18,418,370			-		-		(50,484,547	)
Exercise of common share purchase warrants for cash	2,431,250		206,500			-			-		-		-
Private placement of common shares for cash	2,342,334		1,472,500			-			-		-		-
Exercise of stock options	1,820,000		553,600			-			-		-		-
Settlement of accounts payable for common shares	62,428		43,700			-			-		-		-
Stock options issued to consultants/employees	-		-			1,721,742			-		-		-
Legal expenses relating to private placements	-		(75,000	)		-			-		-		-
Net loss	-		-			-			-		-		(4,035,483	)
Transfer to contributed surplus (restatement)	-		(264,000	)		264,000			-		-		-
Balance at October 31, 2005	64,719,449		34,041,087			20,404,112			-		-		(54,520,030	)
Exercise of stock options	3,550,000		1,064,980			-			-		-		-
Stock options issued to consultants/employees	-		-			2,058,560			-		-		-
Private placement of common shares for cash	150,000		75,000			-			-		-		-
Exercise of common share purchase warrants for cash	771,850		485,548			-			-		-		-
Net loss	-		-			-			-		-		(4,058,180	)
Transfer to contributed surplus (restatement)	-		1,026,738			(1,026,738	)		-		-		-
Balance at October 31, 2006	69,191,299		36,693,353			21,435,934			-		-		(58,578,210	)
Exercise of stock options	1,700,000		552,000			-			-		-		-
Transfer from contributed surplus	-		340,122			(340,122	)		-		-		-
Price adjustment on outstanding warrants	-		(1,326,308	)		1,326,308			-		-		-
Stock options issued to consultants/employees	-		-			86,787			-		-		-
Stock options issued to Directors	-		-			96,945			-		-		-
Warrants issued to consultants	-		-			85,484			-		-		-
Exercise of common share purchase warrants for cash	477,500		191,000			-			-		-		-
Private placement of common shares for cash	1,577,368		716,230			-			-		-		-
Net loss	-		-			-			-		-		(2,811,378	)
Balance at October 31, 2007	72,946,167		37,166,397			22,691,336			-		-		(61,389,588	)
Warrants issued to consultants	-		-			23,814			-		-		-
Private placement of common shares for cash	4,152,296		2,980,031			-			-		-		-
Exercise of stock options	1,440,000		1,010,500			-			-		-		-
Exercise of common share purchase warrants for cash	3,671,318		1,493,527			-			-		-		-
Transfer from contributed surplus for stock options exercised	-		537,494			(537,494	)		-		-		-
Transfer from contributed surplus for warrants exercised	-		1,411,792			(1,411,792	)		-		-		-
Stock options issued to directors/consultants	-		-			1,017,600			-		-		-
Settlement of accounts payable for common shares.	30,000		59,100			-			-		-		-
Cashless exercise of warrants for common shares (Note 12(g)(ii))	646,886		-			-			-		-		-
Warrants issued for private placement	-		(330,957	)		330,957			-		-		-
Common shares for services	50,000		52,250			-			-		-		-
Net loss	-		-			-			-		-		(5,416,725	)
Balance at October 31, 2008	82,936,667		44,380,134			22,114,421			-		-		(66,806,313	)
Private placement of units for cash	4,393,535		2,305,215			653,627			-		-		-
Exercise of stock options	1,652,801		992,417			-			-		-		-
Transfer from contributed surplus for stock options exercised	-		573,706			(573,706	)		-		-		-
Common shares for services	200,000		173,125			-			-		-		-
Financing cost paid	-		(164,417	)		-			-		-		-
Stock options issued to directors/consultants	-		-			1,951,569			-		-		-
Exercise of common share purchase warrants for cash	200,000		234,000			-			-		-		-
Net loss	-		-			-			-		-		(4,310,939	)
Balance at October 31, 2009	89,383,003		48,494,180			24,145,911			-		-		(71,117,252	)
Private placement of units for cash	2,204,276		1,049,063			-			-		-		-
Warrants issued for private placement	-		(218,750	)		218,750			-		-		-
Financing cost paid	-		(22,615	)		-			-		-		-
Net loss											-		(406,399	)
Balance at January 31, 2010	91,587,279		49,301,878			24,364,661			-		-		(71,523,651	)
Private placement of units for cash	289,899		130,000			-			-		-		-
Warrants issued for private placement	-		(36,843	)		36,843			-		-		-
Stock options extended to directors/consultants	-		-			30,385			-		-		-
Warrants issued to loan holder	-		-			1,489			-		-		-
Equity portion of bridge loan	-		-			-					23,644		-
Net loss	-		-			-			-		-		(526,760	)
Balance at April 30, 2010	91,877,178	$	49,395,035		$	24,433,378		$	-	$	23,644	$	(72,050,411	)

See accompanying notes.

6

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

1.	NATURE OF BUSINESS
	Micromem Technologies Inc. (“Micromem” or the “Company”) is a corporation incorporated under the laws of the Province of Ontario, Canada. By Articles of Amendment dated January 14, 1999, the Company changed its name from Avanticorp International Inc. to Micromem Technologies Inc. On January 11, 1999, the Company acquired all of the outstanding shares of Pageant Technologies Inc. (“Pageant”), a company subsisting under the laws of Barbados. This acquisition was recorded as a reverse takeover under Canadian generally accepted accounting principles (“Canadian GAAP”) which, except as outlined in Note 18, conforms with United States generally accepted accounting principles (“U.S. GAAP”).
	The Company currently operates as a developer of non-volatile magnetic memory technology and has developed magnetic sensor technology applications. The Company has not generated revenue through April 30, 2010 and is devoting substantially all of its efforts to the development of its technologies. Accordingly, for financial reporting purposes, the Company is a development stage enterprise.
2.	GOING CONCERN
	These consolidated financial statements have been prepared on the “going concern” basis, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
	Certain principal conditions and events are prevalent which indicate that there is doubt about the Company’s ability to continue as a going concern for a reasonable period of time in future. The Company has incurred substantial recurring losses to date; it reports a working capital deficiency at April 30, 2010.
	The Company continues to pursue its development initiatives in order to develop its technologies for commercial applications and continues to raise financing for operations as outlined in Note 11.
	It will be necessary for the Company to raise additional funds for the continued development, testing and commercial exploitation of its technologies. To date the Company has raised financing through successive unit private placements, through the exercise of common share stock options and through the exercise of common share purchase warrants. It has also secured periodic term loans.

7

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

2.	GOING CONCERN (cont’d)
	The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should the Company be unable to continue in business. If the “going concern” assumption were not appropriate for these consolidated financial statements then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.
3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	These consolidated financial statements have been prepared in accordance with Canadian GAAP and are stated in United States dollars. These principles are also in conformity in all material respects with U.S. GAAP (except as disclosed in Note 18).

Interim Reporting

The disclosures contained in these unaudited interim consolidated financial statements do not include all requirements of Canadian generally accepted accounting principles for the presentation of annual financial statements. Notwithstanding, the unaudited interim financial statements follow the same accounting policies and methods of application as the audited financial statements of the Company for the year ended October 31, 2009. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Micromem for the years ended October 31, 2009 and 2008. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments of a normal recurring nature to present fairly the position of the Company as at April 30, 2010 and reflect the results of operation for the three and six month periods then ended.

8

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

4.	CHANGE IN ACCOUNTING POLICY
	Goodwill and Intangible Assets:
	Effective November 1, 2008, the Company adopted the recommendation of the CICA Handbook Section 3064 released in February 2008, “Goodwill and Intangible Assets”, in replacement of Section 3062, “Goodwill and Other Intangible Assets” and Section 3450, “Research and Development Costs”.
	Section 3064 establishes the standards for recognizing, measuring, presenting and disclosing information applicable to goodwill after its initial recognition and to the intangible assets of profit-oriented enterprises. With respect to goodwill, Section 3064 contains the same requirements as former Section 3062.
	Adoption of this standard had no significant impact on Company’s financial statements.
5.	RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
	a.	Business Combinations:
		In January 2009, the CICA issued Section 1582, Business Combinations, which replaces former guidance on business combinations. Section 1582 establishes principles and requirements of the acquisition method for business combinations and related disclosures. In addition, the CICA issued Sections 1601, Consolidated Financial Statements, and 1602, Non-Controlling Interests, which replaces the existing guidance. Section 1601 establishes standards for the preparation of consolidated financial statements, while section 1602 provides guidance on accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to business combination.
		These standards apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011 with earlier application permitted. The Company is currently evaluating the new section to determine the potential impact on its consolidated financial statements.

9

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

5.	RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (Cont’d)
	b.	International Financial Reporting Standards (IFRS):
		In February 2008, the Accounting Standards Board ("AcSB") confirmed that the use of IFRS will be required in 2011 for publicly accountable enterprises in Canada. In April, 2008, the AcSB issued an IFRS Omnibus Exposure Draft proposing that publicly accountable enterprises be required to apply IFRS, in full and without modification, on January 1, 2011. The adoption date of January 1, 2011 will require the restatement, for comparative purposes, of amounts reported by the Company for its year ended October 31, 2011, and of the opening balance sheet as at November 1, 2010. The AcSB proposes that CICA Handbook Section, Accounting Changes, paragraph 1506.30, which would require an entity to disclose information relating to a new primary source of GAAP that has been issued but is not yet effective and that the entity has not applied, not be applied with respect to the IFRS Omnibus Exposure Draft. The Company is continuing to assess the financial reporting impacts of the adoption of IFRS and, at this time, the impact on future financial position and results of operations is not reasonably determinable or estimable. The Company does anticipate a significant increase in disclosure resulting from the adoption of IFRS and is continuing to assess the level of disclosure required, as well as system changes that may be necessary to gather an process the required information.

6.

CAPITAL RISK MANAGEMENT

The Company’s objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company includes equity, comprised of issued capital stock, contributed surplus and deficit, in the definition of capital. The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to further develop and market its technologies and to maintain its ongoing operations. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity and warrants or by securing strategic partners. The Company is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy during the three months ended April 30, 2010.

10

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

7.	PROMISSORY NOTE RECEIVABLE
	In April 2009, the Company advanced $200,000 out of a maximum facility of $500,000 to a private company incorporated in New Jersey and a strategic development partner of the Company. On August 1, 2009, the Company and the private company executed a promissory note with respect to the $200,000 advance stipulating the following terms and conditions:
	a.	Maturity date of September 30, 2010.
	b.	Interest payable on a quarterly basis in arrears calculated from August 1, 2009 at a rate of 10%.
	c.	Secured by a first priority security interest over all of the assets of the private company.

8. PROPERTY AND EQUIPMENT

				April 30, 2010
				Accumulated		Net Book
		Cost		Amortization		Value
Computer	$	40,734	$	19,752	$	20,982
Equipment		25,989		25,989		-
Total	$	66,723	$	45,741	$	20,982

				April 30, 2009
				Accumulated		Net Book
		Cost		Amortization		Value
Computer	$	85,788	$	56,429	$	29,359
Equipment		22,831		22,831		-
Total	$	108,619	$	79,260	$	29,359

In 2009, the Company removed from its accounts a total of $50,616 of fully amortized assets which had been reflected in its accounts since 2004. These assets have been disposed of at nil value.

11

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

9.	DEFERRED DEVELOPMENT COSTS
	In the quarter ended April 30, 2010, the Company capitalized costs in the amount of $216,556 (2009 – nil) reporting a total of $2,496,421 relating to the development of its memory and sensor technology for future commercialization. Development costs include directly related consulting fees, materials and third party costs. No amortization has been taken to date.
	The breakdown of development costs that have been capitalized as follows:

Projects		Amount
Project A	$	522,791
Project B		101,169
Project C		661,521
Project D		818,840
Project E		145,672
Project F		156,030
Project G		15,086
Project H		75,312
	$	2,496,421

12

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

10.	PATENTS
	The Company continues to actively pursue, protect and expand its patents registered in Canada, the United States and in foreign jurisdiction. Amortization recorded is included in deferred development costs reported.

				April 30, 2010
				Accumulated		Net Book
		Cost		Amortization		Value
Patents	$	215,932	$	12,751	$	203,181

11.	SHARE CAPITAL
	a.	Authorized and outstanding:
		The Company has two classes of shares as follows:
		i.	Special redeemable voting preference shares, 2,000,000 authorized, none are issued and outstanding.
		ii.	Common shares without par value – an unlimited number authorized. At April 30, 2010 the Company reports 91,877,178 outstanding common shares.

13

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	b.	Stock option plan:
		The Company has a fixed stock option plan. Under the Company’s Stock Option Plan (the “Plan”), the Company may grant options for up to 15,600,000 shares of common stock to directors, officers, employees or consultants of the Company and its subsidiaries. The exercise price of each option is equal to or greater than the market price of the Company’s shares on the date of grant unless otherwise permitted by applicable securities regulations. An option’s maximum term under the Plan is 10 years. Stock options are fully vested upon issuance by the Company unless the Board of Directors stipulates otherwise by Directors’ resolution.
		A summary of the status of the Company’s fixed stock option plan as at April 30, 2010 and changes during the periods ended on those dates is as follows:

	Options		Weighted Average
	(000	)	exercise price
Outstanding, October 31, 2007	10,325		.55
Granted	2,145		1.39
Expired	(100	)	.72
Exercised	(1,440	)	.70
Outstanding, October 31, 2008	10,930		.85
Granted	1,345		1.00
Expired	(600	)	1.14
Exercised	(1,653	)	.60
Outstanding, October 31, 2009	10,022		.89
Granted	-		-
Expired	-		-
Exercised	-		-
Outstanding, April 30, 2010	10,022		.89

Cash proceeds realized during the year ended October 31, 2009 by the Company upon the exercise of a total of 1,652,801 options by officers and directors and staff totaled $992,417 (2008: 1,440,000 options exercised for proceeds of $1,010,500).

In November 2009, the Company extended, by 12 months, the term of 100,000 options awarded to a director in November 2005. These options would have otherwise expired in November 2009. The options price approximated the market price at the date of extension. The Company reports a charge of $30,385 with respect to this extension, calculated in accordance with the Black Scholes option pricing model.

14

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11. SHARE CAPITAL (Cont’d)

Subsequent to April 30, 2010, the Company extended certain outstanding stock options which would have otherwise expired in May 2010 (Note 20).

The following options have been granted in the 2008 and 2009 fiscal years:

			Strike price
Date	Number		per share	Term	Recipient(s)
March 2008	325,000		1.01	5 years	Directors
March 2008	20,000		1.12	5 years	Consultants
March 2008	350,000	(1)	1.20	5 years	New Director
August 2008	1,400,000	(2)	1.50	5 years	Director, officers, employees
April 2008	50,000		2.31	1 year	Consultants
Total	2,145,000
August 2009	1,345,000		1.00	5 years	Directors, officers, employees
Total	1,345,000

(1)

A total of 100,000 of the 350,000 stock options which were issued in March 2008 at a strike price of $1.20 per share included vesting provisions on a quarterly basis commencing in March 2008. The remaining 250,000 options were fully vested as of the issue date. These stock options were issued to a then director of the Company. In 2009, that director stepped down as a director and these stock options expired unexercised in August 2009.

(2)

A total of 200,000 of these options included vesting provisions only when certain performance milestones were achieved by the Company. These milestones were not achieved as of October 31, 2009 and no vesting of these 200,000 occurred to that date. The remaining 1.2 million options included vesting provisions on a quarterly basis commencing in August 2008.

The fair value of all options granted was estimated as of the date of grant using the Black Scholes option-pricing model with the following assumptions:

	2009	2008	2007
Expected dividends	-	-	-
Volatility factor	85%	86%-106%	51% - 97%
Risk free interest rate	2.54%	2%-5%	4.5% – 4.75%
Weighted average expected life	5 years	5 years	1 to 1.5 years

15

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	The current stock compensation expense as reflected in the financial statements is summarized as:

Quarter Ending	Expense
January 31, 2007	1,914,774
April 30, 2007	96,945
July 31, 2007	33,914
October 31, 2007	52,873
January 31, 2008	-
April 30, 2008	637,254
July 31 2008	25,229
October 31, 2008	355,117
January 31, 2009	355,117
April 30, 2009	342,000
July 31 2009	342,000
October 31, 2009	912,452
January 31, 2010	-
April 30, 2010	30,385

The following table summarizes information about stock options outstanding as at April 30, 2010:

Options Outstanding			Options exercisable
		Weighted average	Weighted
		remaining	Average		Weighted
Actual exercise	Number	contractual life (in	exercise	Number	Average
price	outstanding	years)	price	Exercisable	exercise price
0.72	1,927,199	0.1 years	0.72	1,927,199	0.72
0.60	315,000	2.4years	0.60	315,000	0.60
0.80	4,290,000	1.1 years	0.80	4,290,000	0.80
1.01	325,000	2.7 years	1.01	325,000	1.01
1.12	20,000	2.8 years	1.12	20,000	1.12
1.50	1,400,000	3.2 years	1.50	1,200,000	1.50
0.63	50,000	0.5 years	0.63	50,000	0.63
0.36	350,000	1.9 years	0.36	350,000	0.36
1.00	1,345,000	4.2 years	1.00	1,345,000	1.00
TOTAL	10,022,199		0.89	9,822,199	0.88

16

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	c.	Loss per share
		The inclusion of the Company’s stock options and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and they are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share.
	d.	Private Placements
		i.	In 2009 the Company completed a series of private placement financings with arms’ length investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. The Company received $2,958,842 of proceeds from the issuance of 4,393,535 common shares.
		ii.	Common share purchase warrants were attached to several of the private placements completed during 2009 as follows:
			a)	1,153,846 warrants at a price of $0.70 per warrant issued on February 11, 2009.
			b)	1,333,333 warrants at a price of $0.75 per warrant issued on April 6, 2009.
			c)	390,624 warrants issued at a price of $1.20 per warrant on May 14, 2009.
			d)	39,062 warrants issued at a price of $1.20 per warrant on May 14, 2009.
			e)	388,980 warrants issued at a price of $1.24 per warrant on May 19, 2009.
			f)	500,000 warrants issued at a price of $0.95 per warrant on August 25, 2009.

The warrants issued on May 19, 2009 had a term of four months and expired unexercised. All other warrants issued in 2009 have a 12 month term from issue date. The 39,062 warrants issued on May 14^th are broker warrants issued to the advisor who secured financing for the Company. A charge to share capital in the amount of $14,297 has been recorded in the accounts in accordance with the Black Scholes option-pricing model with respect to these broker warrants.

17

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11. SHARE CAPITAL (Cont’d)

iii.	At January 31, 2010, the Company has secured additional financing of $1,049,446 through the issuance of 2,204,276 common shares pursuant to prospectus and registration exemptions set forth in applicable securities laws. Of this $161,040 was obtained from related parties, the remaining $888,406 was secured through private placement financings with arms’ length investors.
iv.	Common share purchase warrants were attached to several of the private placements completed during the first quarter of 2010 as follows:

a)	123,276 warrants issued at a price of $.75 per warrant on November 11, 2009.
b)	600,000 warrants issued at a price of $.76 per warrant on December 14, 2009.
c)	772,000 warrants issued at a price of $.56 per warrant on December 16, 2009.
d)	43,000 warrants issued at a price of $.56 per warrant on December 16, 2009.
e)	341,000 warrants issued at a price of $.55 per warrant on January 15, 2010.
f)	25,000 warrants issued at a price of $.55 per warrant on January 15, 2010.
g)	300,000 warrants issued at a price of $.55 per warrant on January 26, 2010.

	All warrants issued during the first quarter have a 12 month term from issue date.
v.	At April 30, 2010 the Company has secured additional financing of $130,000 through the issuance of 289,899 common shares pursuant to prospectus and registration exemptions set forth in applicable securities laws.
vi.	Common share purchase warrants were attached to the private placements completed during the second quarter of 2010 as follows:

a)	111,111 warrants at a price of $.56 per warrant on February 1, 2010.
b)	111,111 warrants at a price of $.56 per warrant on February 8, 2010.
c)	22,222 warrants at a price of $.56 per warrant on February 12, 2010.
d)	45,455 warrants at a price of $.54 per warrant on March 5, 2010.

All warrants issued during the second quarter have a 12 month term from issue date.

18

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	e.	Bridge Loans:
		In April 2010 the Company secured a total of $250,000 Canadian funds ($246,111 USD) of bridge loans from an arm’s length investor for a period of six months, maturing in October 2010. Interest on this unsecured note is compounding at 4% per month, with principal and interest due at maturity.
		The holder and the Company have the option to convert up to the entire amount owing at any time at a price of $.55 per share. The Company reports the equity component of the bridge loan in shareholders’ equity, calculated in accordance with the Black Scholes option pricing model.
		The Company has recorded accretion expense of $1,414 on the bridge loan at April 30, 2010.
		As additional consideration the Company issued warrants to the lender which entitles the lender to acquire 12,500 common shares at an exercise price of $.50 per share. The warrants have a 12 month term through April 2011.

19

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	f.	Warrants:
		A summary of the outstanding common share purchase warrants as of the Company’s fiscal year-ends and the changes during the periods are as follows:

				Weighted
				average		Proceeds
	Warrants			exercise price		Realized
Balance outstanding at October 31, 2008	637,128		$	1.04
Exercised	(200,000	)	$	1.17	$	234,000
Expired	(826,108	)	$	1.10
Granted	3,805,845		$	0.86
Balance outstanding at October 31, 2009	3,416,865		$	0.82
Exercised	-			-
Expired	-			-
Granted(Note 11 (d)(ii))	2,204,276		$	0.62
Balance outstanding at January 31, 2010	5,621,141		$	0.74
Exercised	-			-
Expired	(2,487,179	)	$	0.73
Granted	302,399		$	0.56
Balance outstanding at April 30, 2010	3,436,361		$	0.73

g.	Settlement of Accounts Payable:
	In June 2008 the Company settled certain accounts payable outstanding with an arm’s length research contractor. It provided cash consideration of $125,000 and 30,000 common shares valued at $59,100 to fully settle the balance due to the contractor.

20

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

11.	SHARE CAPITAL (Cont’d)
	h.	Shares Issued Under Service Contract
		In September 2008 the Company entered into a 12 month contract with an arm’s length contractor. Under the terms of the contract the Company committed to a monthly cash payment of $13,500. As additional consideration the Company agreed to issue 25,000 common shares per month for a total of 300,000 common shares over the term of the contract. The Company renegotiated the contract effective in May 2009 thereby reducing the required monthly cash payment to $7,500 and the monthly common share issuance to 12,500 shares. In total, the Company issued 250,000 common shares under the terms of the contract and recorded a non-cash expense of $225,375 reflecting the respective market price of the shares at the issue dates. The contract was not renewed in September 2009.
12.	CONTRIBUTED SURPLUS

Balance at October 31, 2008	$	22,114,421
Stock compensation expense relating to stock options issued		1,951,569
Stock options exercised		(573,706	)
Common share purchase warrants issued		653,627
Balance at October 31, 2009	$	24,145,911
Stock compensation expense relating to stock options issued		-
Stock options exercised		-
Common share purchase warrants issued		218,750
Balance at January 31, 2010	$	24,364,661
Stock compensation expense relating to stock options issued		30,385
Stock options exercised		-
Common share purchase warrants issued		38,332
Balance at April 30, 2010	$	24,433,378

The Company has calculated the charges to contributed surplus as presented above using the Black Scholes option pricing model.

21

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

13.	INCOME TAXES
	The Company has non-capital losses of approximately $13.5 million available to reduce future taxable income, the benefit of which has not been recognized in these consolidated financial statements. As of October 31, 2009 the tax losses expire as follows:

		Canada		Other Foreign		Total
2010		1,178,000		-		1,178000
2014		943,000		-		943,000
2015		2,968,000		-		2,968,000
2026		2,221,000		-		2,221,000
2027		1,867,000		-		1,867,000
2028		-		48,000		48,000
2029		2,569,000		1,740,000		4,309,000
	$	11,746,000	$	1,788,000	$	13,534,000

In addition the Company has available capital loss carry forwards of approximately $1.6 million to reduce future taxable capital gains, the benefit of which has not been recognized in these consolidated financial statements. These losses carry forward indefinitely.

22

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

14.	MANAGEMENT COMPENSATION AND RELATED PARTY TRANSACTIONS
	a.	Chairman:
		On May 29, 2005, the Company entered into a new employment agreement with the Chairman for a period from January 1, 2005 through September 30, 2009. During the year, the Company extended the agreement to December 31, 2010. Under the terms of the agreement, the Chairman has been retained to provide certain management services to the Company. The Company has agreed to provide compensation based on a percentage of the increase of the market capitalization on a year-over year basis commencing as of December 31, 2005 subject to a minimum annual compensation amount of $150,000 Canadian funds ($145,914 U.S. funds at quarter-end exchange rate). At the Company’s option it can pay cash or issue common shares as compensation providing that the cumulative maximum number of shares that it can issue under the agreement is two million common shares. The Company determined that the compensation expense in fiscal 2009 was $150,000 Canadian funds ($129,149 U.S. funds at average exchange rates) under this agreement (2008: $501,278 Canadian funds or $416,171 U.S. funds).
		In 2009 the Chairman was awarded a total of 150,000 common stock options at a strike price of $1.00 per common share (2008 and 2007: no options were awarded).
		The total compensation paid to the Chairman during the period is summarized as follows:

	Cash Compensation	Stock Option Expense
2010 (6 mos)	$               71,900	-
2009	$             129,149	$         101,760
2008	$             416,171	-

23

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

14. MANAGEMENT COMPENSATION AND RELATED PARTY TRANSACTIONS (Cont’d)

b.	Management and consulting fees:
	Included in professional fees as reported are management and consulting fees paid or payable to individuals (or companies controlled by such individuals) who served as officers and directors of the Company. The total compensation paid to such parties during the fiscal years ending October 31, 2008 - 2009 and for the 6 months ended April 30, 2010 is as follows:

	Cash Compensation	Stock Option Expense
2010 (6 mos)	$ 310,494	-
2009	$ 625,576	$ 407,040
2008	$ 825,748	$ 637,835

The above-noted compensation has been included in the Consolidated Statement of Operations, and Deficit under the caption Professional, Other fees and Salaries, which total amount reported includes:

		2010			2009			2008
		(6 mos	)		(6 mos	)		(12 mos	)
Professional and other fees	$	424,933		$	510,925		$	2,021,786
Salaries and wages		249,979			174,137			241,571
Stock compensation expense		30,385			697,117			1,041,414
	$	705,297		$	1,382,179		$	3,304,771

24

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

14.	MANAGEMENT COMPENSATION AND RELATED PARTY TRANSACTIONS (Cont’d)
	c.	Cost sharing agreements:
		The Company has entered into cost sharing arrangements with companies where certain senior officers and directors exercise significant influence. These transactions, which were measured at the exchange amount on the date of the transaction, relate to salaries, rent and other expenses.
		The net expenses reported by the Company in these expense categories are summarized as follows:

		Rent		Salaries		Other		Total
2010 (6 mos)	$	13,940	$	249,979	$	5,775	$	269,694
2009		17,177		289,897		11,541		318,615
2008		30,000		242,000		1,000		273,000

15.	COMMITMENTS
	a.	Operating Leases:
		The Company has operating lease commitments which expire in 2010 in respect of its head office. The future minimum annual lease payments in 2010 are approximately $76,000.
	b.	Employment and Consulting Contracts:
		The Company has entered into an employment agreement with the Chairman through December 31, 2010 as outlined in Note 14 (a) which stipulates an annual minimum obligation of $150,000 Canadian funds ($145,914 U.S. at current exchange rates). The Company has accrued $36,477 of cash compensation with respect to this employment agreement in the second quarter of 2010.

25

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

15. COMMITMENTS (Cont’d)

In May 2008, the Company entered into agreements with the President, the Chief Financial Officer and the President of the Company’s subsidiary, MAST. These agreements stipulated cash compensation obligations as below:

	Remaining
Individual	Term	Remaining Obligation
President	1 month	$13,333 Canadian Funds
Chief Financial Officer	1 month	$12,500 Canadian Funds
President – MAST	13 months	$221,000

	In May 2010, the contracts with the President and CFO expired (Note 20).
16.	CONTINGENCIES
	The Company has agreed to indemnify its directors and officers and certain of its employees in accordance with the Company’s by-laws. The Company maintains insurance policies that may provide coverage against certain claims.

26

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

17.	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
	a.	Fair values
		The fair values for all financial assets and financial liabilities approximate their carrying values due to their short-term nature.
	b.	Foreign currency balances
		At April 30th , the consolidated financial statements include balances that are denominated in Canadian dollars as follows:

		4/30/2010		10/31/2009		10/31/2008
Cash and cash equivalents	$	7,386	$	90,307	$	22,066
Deposits and other receivables		97,606		83,486		122,447
Accounts payable and accrued liabilities		668,632		450,342		923,367

27

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

17.	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Cont’d)
	c.	Financial Risk Management
		The Company is exposed to a variety of financial risks by virtue of its activities: market risk (including foreign exchange risk and interest rate risk) and liquidity risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance. Risk management is carried out under policies approved by the Board of Directors. Management is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated in accordance with the approved policies.
		Market Risk:
		i.	Foreign Exchange Risk:
			The Company currently incurs expenses in Canadian dollars. The total monetary financial instruments are in net liabilities position. The management monitors the Canadian net liability position on a periodic basis throughout the course of the year and adjusts the total net monetary liability balance accordingly.
		ii.	Interest Rate Risk:

Cash flow interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates.

Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company’s cash and cash equivalents, and promissory note receivable earn interest at market rates. The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. Fluctuations in market rates of interest may have an impact on the Company’s results of operations.

28

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

17. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Cont’d)

Liquidity Risk:

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due.

The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is actively involved in the review and approval of planned expenditures.

Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, deposit and other receivables. The carrying amount of financial assets represents maximum credit exposure.

As at April 30, 2010, the Company reports a working capital deficiency of $918,937 and has certain financial commitments (Note 15), the majority of which are due within one year. It must continue to raise financing in order to meet its current obligations.

18. RECONCILIATION BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“CANADIAN GAAP”) AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”)

The Company’s consolidated financial statements have been prepared in accordance with Canadian GAAP which, in the case of the Company, conforms in all material respects with U.S. GAAP except for the accounting for development costs and prior valuations of Unit private placements. These are discussed below:

a.	Development costs:
	Under U.S. GAAP, all development costs are expensed as incurred. Under Canadian GAAP, development costs that meet criteria for deferral are capitalized.

29

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

18. RECONCILIATION BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“CANADIAN GAAP”) AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”) (Cont’d)

b.	Valuation of Unit private placements:
	During the year ended October 31, 2009, the Company, for Canadian GAAP purposes, started estimating the value of common shares and the warrants included in the Unit private placement financings using relative fair value method. It assigned a value to the warrants which formed part of these Unit private placements calculated in accordance with the Black Scholes option pricing model.
	Under U.S. GAAP, the valuation of the shares and warrants have always been determined using the relative fair value approach. The above difference has no effect on aggregate shareholders’ equity.
c.	Subsequent events
	The Company has evaluated subsequent events from the end of the most recent fiscal year through June 18, 2010, the date the consolidated financial statements were issued.
d.	Convertible Debenture
	Under Canadian GAAP, the conversion option embedded in the convertible debenture was presented separately as a component of Shareholders’ equity. Under U.S. GAAP, the embedded conversion option is not subject to bifurcation since, as a conventional convertible debt, the holder of the debentures may have only realized the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares.

30

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

e. A reconciliation between Canadian and U.S. GAAP in these financial statements at April 30 is as follows:

		April 30, 2010									April 30, 2009
		Balance									Balance
		Canadian						Balance US			Canadian						Balance US
Balance sheet		GAAP			Adjustment			GAAP			GAAP			Adjustment			GAAP
Current assets	$	339,617					$	339,617		$	461,692					$	461,692
Property and equipment		20,981						20,981			29,359						29,359
Deferred development costs		2,496,421			(2,496,421	)		-			-						-
Patents		203,181						203,181			-						-
	$	3,060,200		$	(2,496,421	)	$	563,779		$	491,051		$	-		$	491,051
Accounts payable and accrued liabilities	$	1,034,673					$	1,034,673		$	600,242					$	600,242
Bridge loan		223,881			23,644			247,525			-						-
		1,258,554			23,644			1,282,198			600,242			-			600,242
Share capital		49,395,035			(287,467	)		49,107,568			46,025,174			(561,283	)		45,463,891
Contributed surplus		24,433,378			287,467			24,720,845			23,529,027			561,283			24,090,310
Equity component of bridge loan		23,644			(23,644	)		-			-						-
Deficit		(72,050,411	)		(2,496,421	)		(74,546,832	)		(69,663,392	)					(69,663,392	)
	$	3,060,200		$	(2,496,421	)	$	563,779		$	491,051		$	-		$	491,051

Loss for the period		April 30, 2010			April 30, 2009
Net loss for the period - Canadian GAAP	$	526,760		$	(1,273,450	)
Development costs expensed per US GAAP		(216,556	)		-
Net loss for the period - US GAAP	$	310,204		$	(1,273,450	)
Loss per share - basic and diluted under US GAAP		0.00			(0.02	)

Cash flows		April 30, 2010			April 30, 2009
Cash flow from operating activities per US GAAP	$	(281,584	)	$	(1,686,379	)
Expenditure of development costs per US GAAP		(216,556	)		-
Cash flows from operating activities per US GAAP	$	(498,140	)	$	(1,686,379	)
Cash flow from investing activities per Canadian GAAP	$	(237,348	)	$	(2,625	)
Expenditure of development costs per US GAAP		216,556			-
Cash flows from investing activites per US GAAP	$	(20,792	)	$	(2,625	)

31

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

18.	RECONCILIATION BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“CANADIAN GAAP”) AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”) (Cont’d)
	f.	Adoption of new accounting polices
		In May 2009 the Financial Accounting Standard Board (“FASB”) issued an accounting pronouncement establishing general standards of accounting for and disclosure of subsequent events, which are events occurring after the balance sheet date the financial statements are issued or available to be issued. In particular, the pronouncement requires entities to recognize in the financial statements the effect of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date, including the estimates inherent in the financial preparations process. Entities may not recognize the impact of subsequent events that provide evidence about conditions that did not exist at the balance sheet date but arose after that date. The pronouncement also requires entities to disclose the date through which subsequent events have been evaluated. The pronouncement was effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the provisions of the pronouncement, as required, and adoptions did not have a material effect on the Company’s consolidated financial statements taken as a whole.
		In June 2009 the FASB issued an accounting pronouncement that will be the single source of authoritative non-governmental U.S. GAAP. Rules and interpretative releases of the SEC under authority on federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. This pronouncement is effective for interim and annual periods ending after September 2009. All existing accounting standards are superseded as described in this pronouncement. All other accounting literature not included in this codification is non- authoritative. The adoption of this pronouncement has not had a material impact on the preparation of the Company’s consolidated financial statements.

32

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

18. RECONCILIATION BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“CANADIAN GAAP”) AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”) (Cont’d)

g.

Accounting for uncertainty in income taxes

FIN 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides accounting guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The evaluation of tax positions under FIN 48 is a two-step process, whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority. The Company has not adopted FIN 48 for Canadian GAAP purposes. Based on the Company’s assessment, the adoption of FIN 48 would not have a significant impact on the Company’s financial statements for purposes of reconciling Canadian GAAP to U.S. GAAP.

19.	SEGMENTED INFORMATION
	There is one operating segment of the business being the development and commercialization efforts with respect to the Company's proprietary memory and sensor application. There is one predominant market segment being the North American market for such technology.

33

MICROMEM TECHNOLOGIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

April 30, 2010 and 2009

20.	SUBSEQUENT EVENTS
	The following subsequent events are noted as of June 18, 2010:
	a)	The Company raised an additional $250,982 through Unit private placements and issued 765,188 Units.
	b)	The Company extended a total of 1,927,199 stock options for a period of 12 months through May 2011 at the same exercise price of $.72. These options were initially issued to certain senior officers and directors. The Black Scholes cost of extending the options has been calculated at $58,708.
	c)	The warrants as described in Note 11(d)(ii)(c,d,e) expired unexercised.
	d)	The management contracts for the President and CFO as outlined in Note 15(c) were extended for a 6 month period through December 31, 2010.

21.	COMPARATIVE FIGURES
	Certain comparative figures have been reclassified to conform with the current year's financial statement presentation.

***************************************

34

EX-99.2

Exhibit 99.2

MICROMEM TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED APRIL 30, 2010

PREPARED AS OF JUNE 18, 2010

INTRODUCTION

The following sets out the Management's Discussion and Analysis ("MD&A") of the financial position and result of operations for the quarter ending April 30, 2010 of Micromem Technologies Inc. (the "Company", "Micromem" or "we"). The MD&A should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the fiscal year ending October 31, 2009 and 2008 which are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Other than financial statement data for the years ended October 31, 2009 and 2008, which are audited, all financial analysis, data and information set out in this MD&A are unaudited. Additional information regarding the Company is available on the SEDAR website at www.sedar.com.

Certain information provided by the Company in this MD&A and in other documents publicly filed throughout the year that are not recitation of historical facts may constitute forward-looking statements. The words "may", "would", "could", "will", "likely", "estimate", "believe", "expect", "forecast" and similar expressions are intended to identify forward-looking statements.

Readers are cautioned that such statements are only predictions and the actual events or results may differ materially. In evaluating such forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements.

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward looking information within the meaning of applicable Canadian securities legislation (“forward looking statements”). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as “believes”, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, or “intends” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken or achieved) are not statements of historical fact, but are “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or developments in the Company’s business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include disclosure regarding possible events, conditions or results of operations that are based on assumptions about future conditions, courses of action and consequences. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. The Company cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, the successful commercialization of our technology, comments about potential future revenues, joint development agreements and expectations of signed contracts with customers etc. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company’s control, affect the operations, performance and results of the Company and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. Some of these risks and uncertainties include the risk of not securing required capital in future, the risks of not successfully concluding agreements with potential partners on a timely basis, the risks associated with commercializing and bringing to market our technology. These risks are affected by numerous factors beyond the Company's control: the existence of present and possible future government regulation, the significant and increasing competition that exists in the Company's business sector, uncertainty of revenues, markets and profitability, as well as those other factors discussed in this MD&A report. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements and reference should also be made to the Company’s Annual Information Form (prepared and filed in the form of a Form 20-F Annual Report pursuant to The Securities Exchange Act of 1934) for a description of additional risk factors.

1

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward–looking statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities law.

************************************************

2

MICROMEM TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

QUARTER ENDING APRIL 30, 2010

PREPARED AS OF JUNE 18, 2010

(Unless other indicated dollar amounts reported are stated in U.S. dollars)

TABLE OF CONTENTS:

1.	Corporate Overview
2.	Highlights - Fiscal Year Ended October 31, 2009 and Period Ended April 30, 2010
	a.	Business developments
	b.	Financing
	c.	Intellectual property
	d.	Sarbanes Oxley
	e.	Management and Board of Directors
3.	Going Concern
4.	Select Financial Information and Disclosures
	a.	Financial Position at April 30, 2010
	b.	Discussion of Operating Results
	c.	Unaudited Quarterly Financial Information
5.	Liquidity and Capital Resources
6.	Risks and Uncertainties Overview
7.	Critical Accounting Policies
8.	Recent Canadian Accounting Policies Not Yet Adopted
9.	Financial Instruments
10.	Commitments and Contingencies
11.	Disclosure Controls
12.	Off Balance Sheet Arrangements
13.	Transactions with Related Parties
14.	Share Capital
15.	Management and Board of Directors
16.	Subsequent Events

Refer also to attached Tables 1-4 as supplementary information.

*************************

3

MICROMEM TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

QUARTER ENDED APRIL 30, 2010

PREPARED AS OF JUNE 18, 2010

1. CORPORATE OVERVIEW

Micromem Technologies Inc. (“Micromem” or “the Company”) is a development stage company that has developed proprietary MRAM technology for both memory and sensor applications. The Company’s shares are traded on the NASDAQ over the counter Bulletin Board (OTCBB) under the symbol MMTIF. In 2007, the Company incorporated Micromem Applied Sensor Technologies Inc. (“MAST”) for the purpose of moving forward with the commercialization of its technology.

The Company has committed significant efforts to furthering its research and development (“R&D”) with respect to its MRAM technology. These research initiatives took a number of directions over the years and all of the R&D efforts were ultimately centralized at the University of Toronto (“UofT”) by 2003. Over the next several years, Micromem invested in a research program at the University of Toronto which program also was funded in part by the Ontario Government through the Ontario Centres of Excellence funding program.

By 2004, the research efforts had progressed sufficiently to allow the Company to take the next step which was to engage a full-time Chief Technology Officer (“CTO”). By early 2005, the Company had entered into a management contract with a U.S.-based CTO whose mandate was to coordinate all elements of the Company’s go forward research and to begin to explore strategic partnerships with larger companies who had begun to express preliminary interest in the Company’s MRAM memory applications.

By 2007, the Company had determined that it was ready for the next step in its development path, being the exporting of the UofT technology initiatives into an industrial foundry setting to determine the scalability of the technology and the likelihood of developing a consistent working prototype that captured the Company’s patented technology for industrial applications.

It was at this point that the Company incorporated MAST and appointed Steven Van Fleet, a long-time director of the Company, to serve as President of MAST and to lead the Company’s commercialization efforts thereafter. Concurrently, the Company engaged Henry Dreifus and his company, Dreifus Associates Limited, Inc. to help the Company further develop these initiatives and to identify potential market opportunities for immediate application.

The developments between July 2007 and June 2008 were considerable. The Company determined that the performance characteristics of its sensor technology were such that the Company could pursue higher, value added commercial applications. Work was commenced in a California-based foundry, GCS Inc. and later in a second foundry operated by BAE Limited in Nashua, New Hampshire.

4

The Company embarked on multiple discussions with potential strategic development partners by early 2008 and a number of these discussions materialized into ongoing negotiations and in several cases, the execution of development agreements with these partners.

The Company stepped up its activities in two other areas at the same time as follows:

(a)

It expanded its intellectual property filings in cooperation with its U.S.-based counsel, Morgan Lewis. Over time, the Company has developed what it describes below as several generations of intellectual property in its patent portfolio.

(b)

The Company has continued to raise capital to support its R&D initiatives, to support its IP portfolio and to maintain its status as a compliant public reporting entity. It has secured financing through a series of Unit private placements and through the exercise of stock options by officers, directors, employees and consultants to whom it has awarded options, typically on an annual basis. The total funding raised through these initiatives between 2005 and 2009 is approximately $15 million.

In the fiscal year ended 2009, the Company made important advances with a number of strategic development partners whom it had engaged. The notable developments include the Company’s dealings with BAE Limited, Unotron Inc., NEMT Inc. and LifeMed Technologies Inc., all of which are discussed further below. Additionally, the Company has developed a “pipeline” of other initiatives that it is pursuing and it has made specific strides in the development of sensor technology for several industrial vertical applications, including sensors for the oil and the mining sectors.

Significantly, in 2009, and a result of these advances, the Company has determined that its continuing activities related to the development of its memory and sensor technology meet the deferral criteria to capitalize these development costs. Accordingly, these costs were capitalized and are reported in our balance sheet at October 31, 2009. To date the total deferred development costs which have been capitalized are $2,496,421. In the quarter ended April 30, the Company has capitalized $216,556 (2009: nil) and include directly related consulting fees, materials and third party costs. No amortization has been taken to date.

At April 30, 2010, the Company remains pre-revenue status but, through the initiatives referred to above, it anticipates that it will begin to realize revenues from license fees, royalties and product sales in the 2010 fiscal year.

The Company reports a cumulative deficit at April 30, 2010 of $72.050 million. It is illustrative to break down the components of this deficit which include a substantial non-cash element attributable to the Black Scholes measurement of stock options. Equally, in management’s view, it is appropriate to isolate the initial years prior to the commencement of activity at the University of Toronto and the subsequent developments thereafter as described above. This analysis is presented below:

5

	1999-2003	2004-2009	Total
	$000	$000	$000
Research, Professional and consulting fees and other Salaries Royalty write-off Administration related Non-cash costs reported associated with Black Scholes pricing model	$ 8,899 9,337 10,000 4,234 15,700	$ 9,868 1,778 - 3,789 8,445	$ 18,767 11,115 10,000 8,023 24,145
Cummulative deficit	$ 48,170	$ 23,880	$ 72,050

The Company maintains a small senior management team and several support staff. It has outsourced virtually all of its development initiatives which have been organized, defined and led by Steven Van Fleet.

The Company’s vision and business strategy going forward, as articulated below, position it well to capitalize on the market opportunities that it has and continues to identify. The Company’s challenge remains to continue to secure sufficient capital to finance all of its initiatives and its operations while it develops revenue applications and opportunities from all of its current discussions. From a financial reporting standpoint, the Company continues to report its financial statements with a going concern disclosure. The Company has a substantial pool of available loss carry forwards to be applied against potential future taxable income and the benefit of these potential tax-related assets are not recognized in the Company’s accounts at April 30, 2010.

Company Vision:

To leverage our sensor technology through strategic partnerships aimed at development of products that represent a significant revenue stream to Micromem. Focus on creating strategic relationships that represent licensing and professional services revenue.

Continue to exploit our market position in the emerging universal memory market by continuing to develop our memory and license new and innovative memory technology that address MRAM requirements in the larger pervasive memory market.

Business Strategy:

The Company’s business strategy in 2010 is multipronged as follows:

(a)	It will continue to raise capital as required in order to support its initiatives.
(b)	It will continue to outsource the technology development initiatives to third party experts.

6

(c)	It will continue to outsource its manufacturing for customer opportunities both in the United States and abroad.
(d)	It will continue to partner with developing companies who are prepared to work with the Company to test our product applications, integrate our technology with their products and jointly develop new applications under development agreements.
(e)	It will continue to maintain its patent and IP strategy.
(f)	It’s objective is to achieve revenues and pursue partnerships where new products will be developed and marketed that incorporate our sensors.
(g)	It will establish a licensing arrangement with an emerging MRAM patented technology and drive the productization through foundry partners.

2. HIGHLIGHTS – FISCAL YEAR ENDED OCTOBER 31, 2009 AND PERIOD ENDED APRIL 30, 2010

The Company was active on a number of fronts as detailed below:

a) Business Developments:

A synopsis of our key current activities by significant strategic partner is as follows:

i)	BAE Systems:
	In 2009 Micromem and BAE Systems successfully completed the manufacturing of a multi-bit array structure of our memory. The work was completed in BAE’s Department of Defense (“DOD”) trusted GaAs foundry in Nashua NH. Micromem submitted the multi-bit array structure in a reticle design format to BAE who manufactured the memory using their proprietary high mobility epi layer and their standard foundry processes. The magnetic processing steps required in the manufacture of our memory were subcontracted to west coast specialty manufacturers. Memory testing was completed by a certified third party company.
	Micromem and BAE Systems were successful in creating a fully functioning mult-bit MRAM cell. Our going forward strategy is to license the memory patent portfolio to clients that have specific end user requirements that require low power, high temperature radiation hardened memory.
	BAE Systems tested and validated the high sensitivity of our magnetic sensor. Our going forward strategy is to perform joint business development with BAE Systems to the DOD and to aggregate the government’s interest in our technology. Once aggregated BAE Systems and Micromem will enter into a licensing agreement whereby the technology will be transferred to BAE Systems for the integration into their product portfolio.

7

	We continue our negotiations with BAE with the objective of finalizing an agreement to market and sell our products into the DOD. The intent of the agreement will be to aggregate the DOD’s product requirements over time and develop a licensing agreement with BAE for these products. BAE has shown strong interest in our concentrator based magnetic sensor. Once we have this product available it is anticipated that we will be able to move forwards with BAE Systems.
ii)	Unotron Inc. (Unotron):
	Unotron Inc. and Micromem entered into a formal Manufacturing Agreement in 2009 that requires Micromem to develop a magnetic sensor based keyboard substrate that is to be integrated into Unotron’s waterproof and washable keyboards. These keyboards can be placed within a commercial dishwasher to prevent diseases from being transmitted on the keyboard.
	In 2009 Micromem designed, manufactured, tested and delivered the initial volume of keyboard substrates to Unotron in Hong Kong. The keyboard are being tested and submitted for FCC/CE certification. The going forward strategy is to begin routine manufacturing of the keyboard substrates in 2010. All design and test work is now completed. Production manufacturing is awaiting Unotron guidance and FCC/C certification.
iii)	LifeMed Technologies Inc. (LMTI):
	In 2009 Micromem executed a Manufacturing Agreement and received a $30 million purchase order from LMTI. Micromem is contracted to design, manufacture prototypes, submit and obtain FDA 510(K) approval and manufacture a medical device that incorporated Micromem’s magnetic sensors. The medical device is designed to provide early detection of abnormalities in women’s breasts. This adjunct device is cost effective, easy to use and directed at providing a simple home test for early breast cancer indication.
	The prototype product has been designed and fully tested. The FDA 510(K) process has begun. Micromem has engaged King and Spaulding in Washington DC as our FDA attorney. Micromem has contracted with a medical doctor in NYC who has experience in running clinical trials in the breast cancer detection area.
	Our go forward strategy in 2010, pending FDA approval of our product, is to begin routine manufacturing for LMTI. It is anticipated that LMTI will begin to take product from Micromem in 2010.
	System design has been completed and the first article pads are available to client for medical professional review. The system has been fully bench tested and is ready for clinical trials.

8

iv)	NEMT:
	In 2009 Micromem and NEMT entered into a formal Manufacturing Agreement to develop a magnetic device capable of detecting small changes in the earth’s magnetic signature. NEMT plan is to use this for aerial exploration in the Bearing Sea for oil and gas reserves. The prototype device was designed and built and tested in the field by NEMT. In late 2009 NEMT discovered two oil reserves in 400 meters of water using this prototype.
	The going forward strategy is to deliver the final product in Q210 to NEMT who will use the device to fulfill an exploration contract they were awarded last year. Upon successful extended operation, a licensing and sales partner agreement will be put in place.
	The project is 100% complete and awaiting full field testing by NEMT.
v)	New Sensor Applications Under Development:
	a)	Mining Sensor:
		In 2009 Micromem completed the research and development and prototype manufacturing of an on-site mining core sample instrument. This instrument is designed to quickly evaluate at the mine site the mineral constituents in the core. This device is not intended to replace the third party assay analysis of the core samples but it does provide a rapid and accurate assessment of the presence of specific minerals and compounds in the core sample. The design incorporates an array of Micromem’s magnetic sensors and have been fully tested against prior assayed core samples from several mining operations. Micromem has submitted multiple patents on this innovative use of magnetic technology.
		Our going forward strategy is to negotiate a licensing arrangement with a partner who will direct the commercialization of the product and who will develop the marketing and sales channel for this product.
		Several major proposals were generated based upon this technology.
	b)	Oil Sensor:
		In 2009 Micromem completed the prototype manufacturing of our vehicle oil sensor. The sensor is designed for either in line application or as a ring sensor between the engine block and the oil filter of a vehicle. The sensor is designed to provide real time indication of the health of the oil. There are four sensors in the oil filter that measure flow, viscosity, temperature and magnetic signature. These four sensors are integrated into a health metric that accurately indicates the degradation of the oil as a function of how the vehicle is operated.

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Micromem engaged an industry consultant in 2009 to provide assistance in this sector. Micromem has completed several discussions with vehicle manufacturers to insure that we have a complete understanding of the requirements for the sensor.

Our going forward strategy for 2010 is to have the sensor tested by a third party certified testing firm under specific conditions. We plan to license the technology to a key partner in 2010.

The oil sensor testing, both lab and field, has been fully completed. Client proposals are under review for the first sale.

b) Financing:

To support its initiatives as described above, the Company has actively raised additional equity financing as follows:

Fiscal year-end at October 31, 2008:	$5.484 million.
Fiscal year-end at October 31, 2009:	$4.185 million
Quarter-ended January 31, 2010:	$1.049 million
Quarter-ended April 30, 2010:	$0.130 million

The financings that the Company has completed have largely consisted of Unit private placements whereby the Company has issued a common share and an attached common share purchase warrant. Typically these warrants have a term of 12 months from issue date. In the quarter ended April 30, 2010, the Company also secured a bridge loan of $246,000.

Subsequent to April 30, 2010, through to the report date of this MD&A document, the Company has successfully raised an additional $251,000 from the issuance of Unit private placements. The Company continues to attempt to raise financing through these initiatives as it moves forward.

c) Intellectual Property:

The Company has continued to invest in its intellectual property portfolio and as of April 30, 2010, it has capitalized approximately $216,000 relating to this initiative. In the second quarter of 2010, the Company has capitalized an additional $26,073 (2009: nil, these costs were expensed). The patent portfolio can be generally described and categorized as four “generations” of patent technology:

i) The “Lienau” patents which relate to the initial technology that the Company developed in the period from 1999 to 2002. There were a significant number of patents filed, primarily in the United States, and dealing with predecessor technology. The Company has maintained the specific filings required with respect to this suite of patents to date, although its technology has moved in a different direction since 2003 and the commercialization initiatives that are now being pursued are not based on this earliest generation of patents. The Company continues to evaluate its options with respect to this component of its intellectual property portfolio.

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ii)	The “University of Toronto” patents: a number of filings were generated during the period of time that the Company coordinated all of its research initiatives at the University of Toronto between 2003 and 2005.
iii)	The “Kuper/Imai” patent filings which were developed during the period of time that Cynthia Kuper served as the Company’s Chief Technology Officer between 2005 – 2007, working in conjunction with a strategic engineering and design firm based in California.
iv)	The “DAL” patents: which have been developed through the Company’s association and dealings with Henry Dreifus and his company, DAL Associates. This portfolio of patents represents the Company’s most recent initiatives in the IP area.

The Company continues to maintain and expand its IP portfolio as described in (b), (c) and (d) above and regards each of these filings as core to the Company’s go forward development and commercialization efforts. The patent activity over the past two years has been led by Steven Van Fleet in his capacity as an officer and as a director of the Company and as President of MAST, working in conjunction with Morgan Lewis, our patent attorneys.

d) Sarbanes Oxley:

The Company qualified as an accelerated filer for SOX reporting purposes during the fiscal year ended October 31, 2008. Accordingly, it conducted its initial audit of its internal controls and procedures for the fiscal year then ended. In the report that it issued for the year ended, October 31, 2008 three material weaknesses were cited as part of its SOX 404 filings and these comments were incorporated into its 20F documentation filed at that time.

In the 2009 fiscal year we devoted more internal resources to the measurement and assessment of our internal accounting controls. We identified one of our senior accounting staff to organize this initiative and provided certain training to assist that individual with her responsibilities. This exercise was supervised by our Chief Financial Officer and our Audit Committee.

We are currently planning for our internal SOX review and testing for the 2010 fiscal year building on our experience from the 2009 audit.

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e) Management and Board of Directors:

The Board of Directors remained intact in Q2 2010 and there were no changes to the senior management during the second quarter of 2010. The senior team consists of Joseph Fuda as President of Micromem, Steven Van Fleet as President of MAST and Dan Amadori as Chief Financial Officer. Jason Baun fulfills the role of Chief Information Officer for the Company with primary responsibility for compliance and disclosure-related matters.

There were no common stock options issued in Q1 or Q2 2010. In 2009, the Company awarded a total of 1.345 million common stock options to officers, directors and employees. These options have a term of 5 years and a strike price of $1 per share. In 2008, the Company issued a total of 2 million stock options at an average price of $1.39 per share. The Company reports the stock compensation expense associated with these option grants calculated in accordance with the Black Scholes option-pricing model. The non-cash expense in 2009 was $1.952 million, the comparable expense in 2008 was $1.04 million. All of the stock option awards are approved by the Company’s Compensation Committee which is comprised strictly of independent directors.

In 2004, the Company entered into a five year consulting contract with the Chairman of the Company which expired in October 2009. This contract stipulated a base annual amount of $150,000 Canadian funds ($145,914 U.S. at quarter-end exchange rates). Additionally, the contract provided for incentive compensation tied to the Company’s annual performance. In 2009, no incentive compensation was paid under the terms of the contract (2008: $416,171). The Compensation Committee and the Board of Directors has extended the contract with the Company Chairman for an additional year through December 31, 2010. The Company has accrued $36,477 (2009: $30,188) in the quarter relating to this contract.

3. GOING CONCERN

These consolidated financial statements have been prepared on the “going concern” basis, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

Certain principal conditions and events are prevalent which indicate that there is doubt about the Company’s ability to continue as a going concern for a reasonable period of time in future. The Company has incurred substantial recurring losses to date and it reports a working capital deficiency at April 30, 2010.

The Company continues to pursue its development initiatives in order to develop its technologies for commercial applications and continues to raise financing for operations.

It will be necessary for the Company to raise additional funds for the continued development, testing and commercial exploitation of its technologies. To date the Company has raised financing through successive Unit private placements, through the exercise of common share stock options and through the exercise of common share purchase warrants. It has also secured periodic term loans.

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The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should the Company be unable to continue in business. If the “going concern” assumption were not appropriate for these consolidated financial statements then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

4. SELECT FINANCIAL INFORMATION AND DISCLOSURES

(a) Financial Position at April 30, 2010:

The following table sets out select financial information for the three most recently completed financial year-ends prepared in accordance with Canadian general accepted accounting principles:

Unadited	Quarter ended April 30, 2010 $000	Quarter ended April 30, 2009 $000	Quarter ended April 30, 2008 $000
Interest and other income	5,009	536	2,988
Total expenses	531,769	1,273,986	1,183,096
Net loss	(526,760)	(1,273,450)	(1,180,108)
Loss per share and diluted loss per share	(0.01)	(0.02)	(0.02)
Weighted average number of shares outstanding	89,916,604	82,506,004	73,202,142
Total assets	3,060,200	491,051	1,066,373
Cash and cash equivalents	37,260	91,813	680,864
Shareholders' equity (deficit)	1,801,646	(109,191)	218,186

To finance our operating loss in Q2, we raised $130,000 through the issuance of common shares through Unit private placements.

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At April 30, 2010 the Company has:

a)	10,022,199 stock options outstanding which expire, if unexercised, between 2010- 2014. If fully exercised, the Company would realize approximately $9 million of proceeds; and,
b)	3,436,361 common share purchase warrants which expire throughout 2010 and 2011 if unexercised. If fully exercised, the Company would realize approximately $2.5 million of proceeds.

Refer also to Tables 1 and 2 which are appended to this MD&A. Table 1 sets forth selected information from the consolidated statements of operations and deficit for the fiscal years ending October 31, 2008-2009 and for the related quarterly information through April 30, 2010. Table 2 sets forth selected information from the consolidated balance sheets for the fiscal years ending October 31, 2008-2009 and the related quarterly information through April 30, 2010.

(b) Discussion of Operating Results

The following table summarizes the Company’s operating results for the quarters ended April 30, 2010, 2009, 2008.

	Quarters ended April 30,
	2010 $000	2009 $000	2008 $000
Interest and other income	5	1	3
General and administration	41	306	80
Professional fees and salaries	394	320	341
Stock-based compensation	30	342	456
Research	-	265	211
Travel and entertainment	51	54	84
Foreign exchange (gain) loss	14	(15)	11
Amortization	2	2	-
Total expenses	532	1,274	1,183
Net loss for the period	(527)	(1,273)	(1,180)
Loss per share	(0.01)	(0.02)	(0.02)

Revenue: The Company remains in pre-revenue mode at April 30, 2010. It reports interest and other income of $5,009 in Q2 2010 (2009: $536 interest income) consisting of interest income; it successfully raised additional financing in the second quarter of 2010 and earned interest income on temporarily available excess cash on hand during the year.

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General and administrative expenses compare as follows ($000):

	2010	2009	2008
1) Investor relations 2) Shareholder information 3) Telephone 4) Insurance 5) Rent 6) Exchange loss 7) MAST 8) All others	- 7 6 22 7 (5) 26 (22)	111 27 6 16 8 11 85 42	- 16 8 10 8 19 - 19
	41	306	80

The Company engaged Investor Relations Group (“IRG”) of New York in September 2008 to provide investor relations services to the Company. We were committed to monthly payments of $13,500 plus 25,000 common shares per month. In May 2009 the contract was renegotiated to payments of $7,500 and 12,500 common shares per month under this one year contract. The contract expired in September 2009.

The Company has rebilled certain related companies who share office space with it and which have certain common officers and directors.

Professional, Other Fees and Salaries compare as follows ($000):

	2010	2009	2008
1) Audit and related services 2) Legal - patent 3) Legal - other 4) Salaries and benefits 5) Management fees 6) DAL 7) President, MAST 8) Other	53 - 80 132 112 - - 17	- 35 52 87 95 - 42 8	- 20 62 36 117 50 20 36
9) Stock compensation expense	394 30	319 342	341 456
	424	661	797

We incurred $80,000 of legal costs related to other than patents in Q2, relating to our periodic annual filings and our listing on CNSX which was initiated and completed during the year.

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Management fees expense in Q2 relates principally to our President, our CFO and our Chairman. Refer also to the disclosures on management compensation in Section 8 of this report.

DAL is a consulting firm owned by a former Company director, Henry Dreifus, who provided services to the Company commencing in late 2007 and continuing through 2008.

We signed a 3 year contract with the President of MAST Inc. our wholly-owned subsidiary, in mid 2008 at a base annual amount of $204,000.

Stock compensation expense is measured as the Black Scholes non-cash cost of options granted in the respective years.

Research expenses compare as follows ($000):

	2010	2009	2008
1) Strategic Solutions 2) BAE 3) GCS 4) President, MAST 5) Other	- - - - -	112 108 142 - (97)	134 - 46 - 31
	-	265	211

In the second quarter of 2010, as discussed above, the Company capitalized the development expenses which it incurred; prior to 2010, all of these expenditures were reported in the statement of operations. The significant research and development expenditures incurred in Q2 included GCS, $45,000; Consultants, $76,000; all other $95,000 for a total expenditure of $216,000.

Strategic Solutions was on contract for a base monthly amount of $45,600 until December 2008 and was paid for additional work completed above and beyond the agreed upon base level of contract work. The Company continued to use Strategic Solutions on a month to month basis in 2009 but has ceased these arrangements in mid-year.

The payments to BAE are with respect to foundry services provided in the BAE facilities.

The work performed by GCS relates to the prototype development work completed in the GCS foundry in 2008 - 2009.

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Travel related expenses compare as follows ($000):

	2010	2009	2008
1) Airfare 2) Hotel 3) Meals 4) Transportation 5) Other	23 7 14 7 -	15 12 9 9 9	29 19 25 9 2
	51	54	84

C) Unaudited Quarterly Financial Information

Three months ended (unaudited)	Interest and other income $	Expenses $	Loss in period $	Loss per share $
January 31, 2008	1,493	721,548	(720,055)	(0.01)
April 30, 2008	2,988	1,183,096	(1,180,108)	(0.02)
July 31, 2008	3,258	1,283,401	(1,280,143)	(0.02)
October 31, 2008	4,023	2,240,442	(2,236,419)	(0.03)
January 31, 2009	5,637	1,589,266	(1,583,629)	(0.02)
April 30, 2009	536	1,273,986	(1,273,450)	(0.02)
July 31, 2009	113	1,522,071	(1,521,958)	(0.02)
October 31, 2009	81,762	13,664	68,098	-
January 31, 2010	5,099	411,498	(406,399)	-
April 30, 2010	5,009	531,769	(526,760)	(0.01)

Refer also to Tables 1 and 2 for summarized quarterly information.

5. LIQUIDITY AND CAPITAL RESOURCES

Liquidity:

Table 3 provides a summary of the financing that was raised during the 2008-2009 fiscal years and in the first 2 quarters of 2010.

We currently have no cash flow from operations and will have none until we are in a position to either license or directly produce and sell products utilizing our technologies. As at April 30, 2010, our working capital deficiency was $918,937 (2009: $138,550).

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We currently have no lines of credit in place, we must obtain financing from new investors or from investors who currently hold outstanding options and warrants in order to meet our cash flow needs until we generate revenues.

We have granted to our directors, officers and other employees options to purchase shares at prices that are at or above market price on the date of grant. A summary of the outstanding options and warrants is provided in Table 4.

Capital Resources:

We have no commitments for capital expenditures as of April 30, 2010.

6. RISKS AND UNCERTAINTIES OVERVIEW

There are a number of material risks which may individually or in the aggregate effect the long-term commercial success of the Company, both known and unknown. An investment in the Company should be considered highly speculative due to the nature of the Company’s activities and its current stage of development:

Stage of Development of Technology:

The Company has made significant strides in developing its prototype products over the past year in its attempt to commercialize its products with its various strategic development partners. Nonetheless, the Company at this stage has not completed such efforts to the point that it has product available for sale and their remains uncertainties as to the Company’s ultimate ability to complete the development of a product that is saleable.

Customers’ Willingness to Purchase:

We have entered into multiple joint development agreements whereby our prototype products are being subjected to rigorous testing by our partners. We have not as yet received unequivocal and firm purchase orders for our product. Some of the joint development partners that we are dealing with are private companies and there is a potential risk of those companies having to secure all of their requisite financing to support their orders and their working capital requirement.

Patent Portfolio:

The Company has spent a considerable amount of time, effort and incurred significant costs with respect to the maintenance and development of our intellectual property portfolio. However, given the nature of IP development, the Company is subject to continuing risks that our patents could be successfully challenged, that our patent pending files may not ultimately be granted full patent status. While we continue to make specific efforts to broaden our IP claims, this is an ongoing process and requires continued effort and vigilance. The Company does not have extensive in-house resources so as to manage its IP portfolio in this environment and relies heavily on its patent attorneys for these services.

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Financing:

The Company has successfully raised a considerable amount of funding over the past several years to continue to support its development initiatives and fund the Company’s corporate structure and overheads. The financing environment for early stage technology companies remains challenging and there is no certainty that the Company will be able to continue to raise financing as it has in the past to continue to support its business initiatives.

Competitors:

The Company is subject to competition from other larger entities who have greater financial resources and more in-house technical expertise.

Management Structure:

The Company is highly dependent on the services of a small number of senior management team members. If one of these individuals were unavailable, the Company could encounter difficult transition processes.

Foreign Currency Exposure:

The Company expects to sell its products and license technologies in the United States, in Canada and abroad. The Company has not hedged its foreign currency exposure, which has not been significant to date. In future, foreign currency fluctuations could present a risk to the business.

7. CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are set forth in Note 3 to our consolidated financial statements and should be read in conjunction with management’s discussion of the Company’s critical accounting policies and estimates as set forth below.

Canadian GAAP:

Our financial statements are prepared in conformity with Canadian GAAP which requires our management to make estimates and assumptions which can affect the reported balances. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

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The Company’s consolidated financial statements have been prepared in accordance with Canadian GAAP which, in the case of the Company, conform in all material with respect to U.S. GAAP except for the accounting for development expenditures reported in the fiscal year ended October 31, 2009 and for the allocation of proceeds received using the relative fair value method of accounting for Unit private placement for the fiscal years through October 31, 2008.

Under U.S. GAAP, development expenditures are expensed as incurred. In 2009, the Company has capitalized approximately $2.0 million of development costs in accordance with Canadian GAAP. In 2010 we have capitalized an additional $496,000.

Foreign Currency Translation:

Accounts recorded in foreign currency have been converted to United States dollars as follows: Monetary current assets and current liabilities, at the prevailing exchange rates at the end of the year; non-monetary assets at historical rates; revenues and expenses are translated at the 3 month average exchange rate which rate approximates the rate of exchange prevailing at the transaction dates; and, gains and losses resulting from the fluctuation of foreign exchange rates are included in the determination of income.

Research and Development Expenses:

Research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under Canadian GAAP which is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use.

Patents:

Patents are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When circumstances dictate, an impairment loss is calculated as equal to the excess of the carrying value of the assets over their undiscounted estimated future net cash flow. Until October 31, 2008, the Company expensed all current expenditures for patent-related activities. In the fiscal year ended October 31, 2009, Company determined that it met the criteria for capitalizing patent-related costs incurred during the current fiscal year. Amortization expenses recorded on a straight line basis over the estimated useful life of 10 years.

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Stock-Based Compensation:

Stock-based compensation is recognized using the fair value method. Under this method, the Black Scholes option-pricing model is used to determine periodic stock option expense. Any compensatory benefit recorded is recognized initially as deferred share compensation in the consolidated statements of shareholders’ equity and then charged against income over the contractual or vesting period.

As stock options are exercised, the Company records a charge to contributed surplus and a credit to share capital. The amount reported in each case is based on the original expense recorded when the related options were granted.

8. RECENT CANADIAN ACCOUTING POLICIES NOT YET ADOPTED

a.	Business Combinations:
	In January 2009, the CICA issued Section 1582, Business Combinations, which replaces former guidance on business combinations. Section 1582 establishes principles and requirements of the acquisition method for business combinations and related disclosures. In addition, the CICA issued Sections 1601, Consolidated Financial Statements, and 1602, Non-Controlling Interests, which replaces the existing guidance. Section 1601 establishes standards for the preparation of consolidated financial statements, while section 1602 provides guidance on accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to business combination.
	These standards apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011 with earlier application permitted. The Company is currently evaluating the new section to determine the potential impact on its consolidated financial statements.
b.	International Financial Reporting Standards (IFRS):
	In February 2008, the Accounting Standards Board ("AcSB") confirmed that the use of IFRS will be required in 2011 for publicly accountable enterprises in Canada. In April, 2008, the AcSB issued an IFRS Omnibus Exposure Draft proposing that publicly accountable enterprises be required to apply IFRS, in full and without modification, on January 1, 2011. The adoption date of January 1, 2011 will require the restatement, for comparative purposes, of amounts reported by the Company for its year ended October 31, 2011, and of the opening balance sheet as at November 1, 2010. The AcSB proposes that CICA Handbook Section, Accounting Changes, paragraph 1506.30, which would require an entity to disclose information relating to a new primary source of GAAP that has been issued but is not yet effective and that the entity has not applied, not be applied with respect to the IFRS Omnibus Exposure Draft. The Company is continuing toassess the financial reporting impacts of the adoption of IFRS and, at this time, the impact on future financial position and results of operations is not reasonably determinable or estimable. The Company does anticipate a significant increase in disclosure resulting from the adoption of IFRS and is continuing to assess the level of disclosure required, as well as system changes that may be necessary to gather and process the required information.

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9. FINANCIAL INSTRUMENTS

It is management's opinion that the Company is not exposed to significant interest rate and credit risks arising from financial instruments and that the fair value of financial instruments approximates the carrying value.

Fair values: The Company's financial instruments include: cash and cash equivalents, other receivable and accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to their short-term maturity.

Credit risk: Financial instruments, which subject the Company to potential credit risk, consist of other receivable. The Company does not require collateral or other security for accounts receivable. The Company estimates its provision for uncollectible amounts based on an analysis of the specific amount and the debtor's payment history and prospects.

Foreign exchange: The Company completes transactions denominated in Canadian and in United States dollars and, as such, is exposed to fluctuations in foreign exchange rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

10. COMMITMENTS AND CONTINGENCIES

Technology Development Agreement with Estancia:

To the extent that the Company generates revenue in future relating directly and specifically to the Vemram patents, we are obligated to pay Estancia 32% of the gross profit realized less expenses agreed to by the parties and 32% of any unit royalties realized less direct expenses. To date no revenues have been generated. We have discontinued the development of this technology after 2002.

Operating Leases:

We have operating lease commitments which expire in 2010 with respect to our head office. The future annual minimum lease payments are approximately $76,000.

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Legal Matters:

There are currently no outstanding legal matters to which the Company is a party. We have agreed to indemnify our directors and officers and certain of our employees in accordance with our by-laws. We maintain insurance policies that may provide coverage against certain claims.

Royalties:

The Company has obligations under the terms of the License Agreement signed with University of Toronto in June 2005. The total obligation could be $1 million tied to future product revenues. To date no royalty obligations have been incurred, as the Company has not generated any revenues.

Senior Management:

In 2005, we entered into an employment agreement with the Chairman of the Board of Directors, Salvatore Fuda (the "Chairman"), for a period from January 1, 2005 through December 31, 2009, which contract has been extended to December 31, 2010. Under the terms of the agreement, the Chairman has been retained to provide certain management services to the Company. We have agreed to provide compensation based on a percentage of the increase of the market capitalization on a year-over-year basis commencing as at December 31, 2005 and subject to a minimum annual compensation amount of $150,000 Canadian funds ($145,914 U.S. funds at current exchange rates). At our option, we can pay cash or issue common shares as compensation providing that the cumulative maximum shares that we can issue under the agreement is two million common shares. Under this contract, the 2009 expense as reported was $129,149 as compared to $416,171 in 2008. For the quarter ended April 30, 2010, the Company has accrued $36,477 relating to the Chairman’s contact.

In May 2008, the Company entered into employment agreements with the President, the Chief Financial Officer and the President of the Company’s subsidiary, MAST Inc. These agreements stipulate remaining obligations as below:

	Term	Remaining Obligation
President	1 month	$13,333 Canadian funds
Chief Financial Officer	1 month	$12,500 Canadian funds
President – MAST	13 months	$221,000

Supplier Commitments:

In July 2009, the Company executed a purchase order for approximately $1 million of services to be provided by a supplier between July 2009 – April 2010. At October 31, 2009, the Company has paid a total of $323,000 to this supplier and reflects $164,000 in outstanding accounts payable in respect of these working arrangements.

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11. DISCLOSURE CONTROLS / INTERNAL CONTROLS

In the fiscal year ending October 31, 2008, the Company was classified as an accelerated filer and accordingly was required to complete its initial audit on its internal controls under the requirements of the Sarbanes Oxley legislation. The report that was completed at that time cited three material weaknesses in the Company’s system of internal controls and reporting systems. These have been previously reported. In each case, we reviewed the recommendations made to remedy the material weaknesses and provided our response as to the compensating controls that existed as well as management’s plan to remedy these material weaknesses in 2009.

In 2009, we devoted internal resources to the documentation and testing of the Company’s internal controls. This process was completed over a six month period through October 2009. In summary, we have achieved improvements in our internal control procedures during the 2009 fiscal year. The Company identified a material weakness in certain of its procedures to effect the timely and complete close of its year-end financial statements. A series of journal entries over the course of the audit were posted to finalize the financial statements. We have adapted procedures to remedy this material weakness in 2010.

Management and the Board of Directors, primarily through the audit committee, have instituted rigorous review procedures on all of our periodic filings. We have established a disclosure committee consisting of outside directors (Messrs. Larry Blue and David Sharpless) and our Chief Information Officer (Jason Baun). A charter for the disclosure committee and a policy has been developed and has been ratified by our Board of Directors. We engage legal counsel as required, to provide guidance and commentary on our press releases.

Management has concluded that our disclosure controls and procedures meet required standards. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in its various reports are recorded, processed, summarized and reported accurately. In spite of its evaluation, management does recognize that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance and not absolute assurance of achieving the desired control objectives.

12. OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet financial commitments and does not anticipate entering into any contracts of such nature other than the addition of new operating leases for equipment and premises as may be required in the normal course of business.

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13. TRANSACTIONS WITH RELATED PARTIES

The Company reports the following related party transactions:

1)	Compensation paid:
	Included in professional fees as reported are management and consulting fees paid or payable to individuals (or companies controlled by such individuals) who served as officers and directors of the Company. The total compensation paid to such parties during the fiscal years ending October 31, 2008-2009 is as follows (refer also to section XIII):

	Cash Compensation	Stock Option Expense
2010 (6 mos)	$ 310,494	-
2009	$ 625,576	$ 407,040
2008	$ 825,748	$ 637,835

2)	Cost sharing agreements:
	In the normal course of business, the Company has entered into cost sharing arrangements with companies with respect to which certain senior officers and directors of the Company exercise significant influence. These entities share space with the Company and these cost sharing agreements are with respect to office overhead expenses. These transactions, which were measured at the exchange amount on the date of the transaction, relate to salaries, rent and other expenses.
	The net expense reported by the Company in these expense categories is summarized as follows:

	Rent	Salaries	Other	Total
2010 (6 mos)	$ 13,940	$ 249,979	$ 5,775	$ 269,694
2009	17,177	289,897	11,541	318,615
2008	30,000	242,000	1,000	273,000

In second quarter of 2010 the gross amount of these expenses was $313,150 and the Company rebilled $43,456 of these costs to these related companies. At April 30, 2010 the Company reports $105,685 of balances due from such parties for these expenses and has reserved $104,416 due to uncertainty of collection.

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3)	Accounts receivable, payable and accruals:
	At April 30, 2010 the Company reports the following accounts receivable and payable balances with related parties:

Net receivable from related companies re cost sharing of overhead expenses:	$ 1,268
Advances to Officers of the Company	$ 30,849
Payable to Company's Chairman under terms of employment contract:	$ 73,833

14. SHARE CAPITAL

At April 30, 2010 the Company reports 91,877,178 common shares outstanding (2009: 86,864,399). Additionally, the Company has 10,022,199 stock options outstanding with a weighted average exercise price of $.89 per share (2009: 10,066,199 options outstanding with a weighted average exercise price of $.85 per share) and a total of 3,436,361 outstanding warrants to acquire common shares with a weighted average exercise price of $.73 per share (2009: 3,024,308 outstanding warrants with a weighted average exercise price of $0.80 per share).

15. MANAGEMENT AND BOARD

Our management team and directors, along with their remuneration for the quarter is presented as below:

		Q2 remuneration
Individual	Position	Cash	Options	Total
Salvatore Fuda (1)	Chairman, Director	71,900	-	71,900
Joseph Fuda (2)	President, Director	76,693	-	76,693
Steven Van Fleet (3)	President, MAST Inc., Director	90,000	-	90,000
David Sharpless	Director	-	-	-
Andrew Brandt	Director	-	-	-
Oliver Nepomuceno	Director	-	-	-
Larry Blue	Director	-	-	-
Dan Amadori (2)	CFO	71,900	-	71,900

(1) contract extends to December, 2010
(2) contract extends to May 2010
(3) contract extends to May 2011

26

16. SUBSEQUENT EVENTS

The following subsequent events are noted as of June 18, 2010:

a)	The Company raised an additional $250,982 through Unit private placements and issued 765,188 Units.
b)	The Company extended a total of 1,750,000 stock options for a period of 12 months through May 2011 at the same exercise price of $.72. These options were initially issued to certain senior officers and directors. The Black Scholes cost of extending the options has been calculated at $58,708.
c)	The warrants as described in Note 11(d)(ii)(c,d,e) in the financial statements expired unexercised.
d)	The management contracts for the President and CFO as outlined in Note 15(c) of the financial statements were extended for a 6 month period through December 31, 2010.

**********

27

Table 1

Micromem Technologies Inc
Management Discussion and Analysis
April 30, 2010

Fiscal year ending	Interest and other			Loss per share (basic
October 31	income	Net Loss		and fully diluted)
2009	88,047	(4,310,939	)	(0.05	)
2008	11,762	(5,416,725	)	(0.07	)
2007	2,586	(2,811,378	)	(0.04	)
Quarter ending
April 30, 2010	5,009	(526,760	)	(0.01	)
January 31, 2010	5,099	(406,399	)	-
October 31, 2009	81,762	52,936		-
July 31, 2009	113	(1,521,958	)	(0.02	)
April 30, 2009	536	(1,273,450	)	(0.02	)
January 31, 2009	5,637	(1,583,629	)	(0.02	)
October 31, 2008	4,023	(2,236,419	)	(0.03	)
July 31, 2008	3,258	(1,280,143	)	(0.02	)
April 30, 2008	2,988	(1,180,108	)	(0.02	)
January 31, 2008	1,493	(720,055	)	(0.01	)
October 31, 2007	-	(1,328,604	)	(0.02	)
July 31, 2007	-	(660,675	)	(0.01	)
April 30, 2007	420	(1,326,587	)	(0.02	)

28

Table 2

Micromem Technologies Inc
Management Discussion and Analysis
April 30, 2010

Selected Balance Sheet Information (all amounts in United States dollars)

Fiscal year ending October 31	Working capital (deficiency)	Capital asssets at NBV	Other Assets	Total Assets	Shareholders equity (deficit)
2009	(650,044)	24,422	2,148,461	2,562,479	1,522,839
2008	(338,079)	26,321	-	630,467	(311,759)
2007	(1,531,855)	-	-	329,232	(1,531,855)
Quarter ending
April 30, 2010	(918,937)	20,981	3,039,219	3,060,200	1,801,646
January 31, 2010	(341,756)	23,156	2,461,488	3,010,357	2,142,888
October 31, 2009	(650,044)	24,422	2,148,461	2,562,479	1,522,839
July 31, 2009	228,263	26,943	-	988,360	255,206
April 30, 2009	(138,550)	29,359	-	491,051	(109,191)
January 31, 2009	(697,379)	28,927	-	509,567	(668,452)
October 31, 2008	(338,079)	26,321	-	630,467	(311,759)
July 31, 2008	726,529	27,868	-	1,569,288	754,397
April 30, 3008	209,329	8,857	-	1,066,373	218,186

29

Table 3

Micromem Technologies Inc
Management Discussion and Analysis
April 30, 2010

Summary of financing raised by Company

Date of financing	2007				2008
	Shares	Price / share	$		Shares	Price / share	$
January 2007	1,000,000	0.30		300,000
March 2007	600,000	0.30		180,000
September 2007	100,000	0.72		72,000
April 2008					1,370,000	0.70		964,500
July 2008					45,000	0.62		28,000
October 2008					25,000	0.72		18,000
Exercise of warrants
April 2007	417,500	0.40		167,000
July 2007	60,000	0.40		24,000
April 2008					83,500	0.40		33,400
July 2008					1,667,818	0.40		667,127
October 2008					1,920,000	0.41		793,000
Private placements
May 2006
October 2007	1,577,368	0.45		716,230
January 2008					1,003,900	0.49		493,685
April 2008					2,450,508	0.68		1,673,752
July 2008					285,000	1.29		368,750
October 2008					412,888	1.07		443,844
	3,754,868			1,459,230	9,263,614			5,484,058

	2009				2010
	Shares	Price / share	$		Shares	Price / share	$
Exercise of options
January 2009	32,801	0.74		24,417
April 2009	631,000	0.64		403,500
July 2009	889,000	0.57		504,500
August 2009	100,000	0.60		60,000
Exercise of warrants
July 2009	200,000	1.17		234,000
Private placements
January 2009	336,053	0.58		194,465
April 2009	2,777,878	0.58		1,620,397
July 2009	779,604	0.98		763,980
August 2009	500,000	0.76		380,000
November 2009					123,276	0.58		71,500
December 2009					1,415,000	0.48		684,906
January 2010					666,000	0.44		293,040
February 2010					244,444	0.45		110,000
March 2010					45,455	0.44		20,000
	6,246,336			4,185,259	2,494,175			1,179,446

30

Table 4

Micromem Technologies Inc
Management Discussion and Analysis
April 30, 2010

Outstanding options	Strike price		Expiry date
350,000	0.36		04/17/12
315,000	0.60		10/25/12
50,000	0.63		12/02/10
1,927,199	0.72		05/27/10
4,290,000	0.80		07/06/11
1,345,000	1.00		08/25/14
325,000	1.01		03/03/13
20,000	1.12		03/10/13
1,400,000	1.50		08/28/13
10,022,199	0.89
Total proceeds if all options exercised:		$	8,961,733

Outstanding Warrants
429,685		1.20	05/14/10
500,000		0.95	08/25/10
123,276		0.75	11/11/10
600,000		0.76	12/14/10
815,000		0.56	12/16/10
366,000		0.55	01/15/11
300,000		0.55	01/26/11
111,111		0.56	02/01/11
133,333		0.56	02/12/11
10,000		0.50	03/30/11
45,455		0.54	04/05/11
2,500		0.50	04/13/11
3,436,360		0.73
Total proceeds if all warrants exercised:	$		2,525,591

31

EX-99.3

Exhibit 99.3

FORM 52-109F1
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Joseph Fuda, Chief Executive Officer of Micromem Technologies Inc., certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Micromem Technologies Inc. (the "issuer") for the interim period ended April 30, 2010.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on February 1, 2010 and ended on April 30, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: June 18, 2010

/s/ Joseph Fuda
Joseph Fuda
Chief Executive Officer

EX-99.4

Exhibit 99.4

     FORM 52-109F1
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Dan Amadori, Chief Financial Officer of Micromem Technologies Inc., certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Micromem Technologies Inc. (the "issuer") for the interim period ended April 30, 2010.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on February 1, 2010 and ended on April 30, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: June 18, 2010

/s/ Dan Amadori
Dan Amadori
Chief Financial Officer

EX-99.5

Exhibit 99.5

FOR IMMEDIATE RELEASE

Micromem Technologies Inc. Interim Filings and Completion of Private Placements

Toronto, June 17, 2010, Micromem Technologies Inc. (the “Company”) (CNSX: MRM, OTCBB: MMTIF) announces it has filed its interim financial statements for the period ended April 30, 2010, together with the Management’s Discussion & Analysis on SEDAR and EDGAR. These documents may be viewed at www.sedar.com and by searching EDGAR at http://www.sec.gov/.

Micromem also announces the completion of non-brokered, non-arm’s length and arm’s length private placements totalling 339,838 Units at a subscription price of US $0.32 per Unit for the gross proceeds of US $108,748.00. Each Unit is comprised of one common share (“Common Share”) and one common share purchase warrant (“Warrant”). Each Warrant may be exercised for one Common Share at an exercise price of US $0.40 for a period of one year. The proceeds from the offering will be used for general working capital purposes and the shares will be subject to resale restrictions.

About Micromem Technologies Inc. and MASTInc:

MASTInc is a wholly owned U.S.-based subsidiary of Micromem Technologies Inc., a publicly traded (OTC: MMTIF CNSX:MRM) fabless semiconductor company with headquarters in Toronto, Canada and an office in New York City. Micromem holds and continues to develop a broad-based patent portfolio of Magnetoresistive Random Access Memory (MRAM) and magnetic sensor technologies. Micromem’s MRAM patents create a solution for performance driven, radiation hard, non-volatile memory applications. MASTInc is focused on business development efforts and is working on the launch of sensory products for use in both defense and consumer applications. Its first product, GC-0301, is far superior to the competition with over 200 V/T, making it one of the most sensitive hall sensors on the market without the need for external amplification. MASTInc is working with companies that have large-scale capabilities and expects to sign contracts in the coming quarters.

Safe Harbor Statement

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward looking statements include, our inability to obtain additional financing on acceptable terms, risk that our products and services will not gain widespread market acceptance; continued consumer adoption of digital technology, inability to compete with others who provide comparable products, the failure of our technology, inability to respond to consumer and technological demands, inability to replace significant customers; seasonal nature of our business and other risks detailed in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential,” and similar expressions may be used to identify forward-looking statements.

The CNSX or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

Listing: NASD OTC-Bulletin Board - Symbol: MMTIF 
             :CNSX – Symbol: MRM
Shares issued: 92,642,366
SEC File No: 0-26005
Contact: Jason Baun, 1-877-388-8930