10KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               Form 10-KSB/A No. 2

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                         Commission File Number 0-14910

                             MPM TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its Charter)

         WASHINGTON                                    81-0436060
     ------------------                                ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
   incorporation or organization)

                 199 POMEROY ROAD, PARSIPPANY, NEW JERSEY 07054
                    (Address of principal executive offices)

Registrant's telephone number, including area code: 973-428-5009


The  undersigned   registrant  hereby  amends  the  following  items,  financial
information,  exhibits or other  portions of its Annual Report on Form 10KSB for
the fiscal year ended  December  31,  2004,  as set forth in the pages  attached
hereto:

PART 1
ITEM 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Management's Responsibility for Financial Reporting
Certification

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


MPM Technologies, Inc.
(Registrant)

By: /s/ Michael J. Luciano
    --------------------------
Michael J. Luciano
Title:  Chief Executive Officer

Date:  September 30, 2005





PART I

Item 1.  Business

Incorporated in 1983, MPM Technologies, Inc. ("MPM" or "the Company") as of year
ended  December 31, 2004,  had three wholly  owned  subsidiaries:  AirPol,  Inc.
("AirPol"),  Nupower,  Inc. ("Nupower") and MPM Mining Inc. ("Mining").  For the
year ended December 31, 2004, AirPol was the only revenue generating entity.

On March 9, 2004,  MPM  management  filed a petition for  subsidiary  Huntington
Environmental Systems Inc. in court under Chapter 7 of the U.S. Bankruptcy Code.
Management  determined  that it was in the best interests of the Company to take
this action for the proper disposition of the assets and liabilities of HES.

AirPol continues to operate in the air pollution control industry.  It sells air
pollution control systems to Fortune 500 and other large industrial companies in
the U.S and worldwide.

The Company through wholly owed subsidiary  NuPower Inc continues its efforts in
the  development and  commercialization  of a  waste-to-energy  process known as
Skygas(TM). These efforts are largely through NuPower's participation in Nupower
Partnership in which MPM has a 58.21% partnership interest.  Nupower Partnership
owns 85% of the Skygas Venture. In addition to its partnership  interest through
Nupower Inc, MPM also owns 15% of the Venture.

Mining operations were  discontinued  several years ago. In 1998, MPM's Board of
Directors  decided to sell the mining  properties and the related  buildings and
equipment.  In early 2002 the Board of  Directors,  based upon the  increase  in
precious  metal  prices,  decided  to  hold  the  properties  as an  investment.
Management  is  actively  seeking a joint  venture  partner  with the  necessary
financial  abilities  to further  explore  and develop  the  properties  thereby
greatly enhancing the company's investment.

HUNTINGTON ENVIRONMENTAL SYSTEMS, INC.

Effective April 1, 1997, MPM acquired  certain of the assets and assumed certain
of the liabilities of part of a division of United States Filter  Corporation in
exchange for 146,666 shares of the Company's  common stock.  The transaction was
accounted for as a purchase.  In connection with the  acquisition,  MPM formed a
wholly owned subsidiary, HES, which assumed the assets and liabilities acquired.

As noted  above,  on March 9, 2004,  a petition was filed for HES in court under
Chapter 7 of the U.S. Bankruptcy Code.

AIRPOL, INC.

Effective July 1, 1998, the Company  acquired  certain of the assets and assumed
certain  of the  liabilities  of part  of a  division  of FLS  miljo,  Inc.  The
agreement called for the Company to pay $300,000 stock and $234,610 in cash. The
transaction was accounted for as a purchase.

AirPol designs,  engineers,  supplies and services air pollution control systems
for  Fortune  500  and  other  environmental  and  industrial   companies.   The
technologies used by AirPol differ from those used by HES, and the companies are
in no way competitors.





The  technologies  of AirPol  utilize wet and dry scrubbers,  wet  electrostatic
precipitators and venturi absorbers to control air pollution. AirPol brings over
30 years experience through its technologies and employees.

AirPol also owns a 40.1%  interest in Sunic AirPol  ("Sunic"),  a joint  venture
company  located in Mainland  China.  Sunic's  results are  recorded on AirPol's
books using the equity method. Sunic is in the same business as AirPol.

NUPOWER, INC.

The Company holds a 58.21% interest in Nupower Partnership through its ownership
of  Nupower.  No  other  operations  were  conducted  through  Nupower.  Nupower
Partnership  is  engaged  in  the   development  and   commercialization   of  a
waste-to-energy  process.  This is an innovative technology for the disposal and
gasification  of carbonaceous  wastes such as municipal  solid waste,  municipal
sewage sludge,  pulp and paper mill sludge,  auto fluff,  medical waste and used
tires.  The process  converts solid and semi-solid  wastes into a  clean-burning
medium  BTU gas  that  can be used  for  steam  production  for  electric  power
generation.  The  gas  may  also  be a  useful  building  block  for  downstream
conversion into valuable  chemicals.  Nupower Partnership owns 85% of the Skygas
Venture. In addition to its partnership interest, MPM owns 15% of the Venture.

MPM MINING, INC.

The company owns 8 patented claims and 2 unpatented claims and leases 7 patented
claims  with  options  to  purchase  on  approximately  300  acres in  Montana's
historical  Emery  Mining  District.  It also  owns a  200-ton  per  day  onsite
floatation  mill.  Companies such as Exxon  Corporation,  Freeport  McMoran Gold
Company and Hecla  Mining  Company in addition to the efforts of MPM Mining have
conducted  extensive  exploration  in the area. In 1998,  the Board of Directors
decided to dispose of the mining  properties  rescinding  that decision in early
2002 deciding to hold the properties as an investment.  Management believes that
the  investment  would  greatly  increase  with the addition of a joint  venture
partner. To that end management is actively seeking a joint venture partner with
the necessary financial abilities to further explore and develop the properties.

Following several geologist  reports,  assays and  recommendations,  the company
built a 200 ton per day ball mill using floatation tanks to process screened and
crushed  ore.  It took two years to build,  equip and test the mill at a cost of
approximately  $800,000. The mill is in operable condition with all equipment in
good repair.

The company has Rake classifier ship, Wilfley Concentrate table, Marcy ball mill
5'x4', flotation machines and equipment,  Denver water pumps, 3 deck concentrate
table,  Hardinge  ball mill and  Elmco  filter  press.  The  company  also has a
bulldozer,  backhoe,  conveyors,  tractor, trencher and other equipment to bring
ore to the mill.  There is an office  trailer and living  quarters for personnel
including a deep well and septic system. There are two storage ponds and a water
creek running through the property.

MPM has spent over $1.3 million on exploration and drilling  programs  including
work done by Exxon,  Freeport  McMoran,  and most recently Hecla Mining Company.
Hecla's  drilling  results were  extremely  encouraging in that some drill holes
confirmed the possibility of open pit mining and that certain  mineral  deposits
might be enlarged and improved in grade by further drilling. Additionally, there
is considerable evidence of significant  mineralized materials awaiting drilling
programs.





The  company  has  utilized  reverse   circulation  and  diamond  core  drilling
techniques in five  different  programs the total of which are 182 drilled holes
averaging 90' in depth. Additionally, 15 trenches 18' deep and 6' wide were dug.
All were assayed with all showing mineralization.  There have been 5 exploration
programs to date:

MPM Mining 6 drill holes 1983-84.
MPM Mining 13 drill holes and 15 trenches 1986
Freeport McMoran Gold Co. 78 drill holes 1988-89
Pegasus Gold Corp 3 drill holes 1990
Hecla Mining Co. 82 drill holes 1991-92

- --------------------------------------------------------------------------------

                                 MPM MINING INC
                       EMERY DISTRICT MINERALIZED MATERIAL

                          Tons                            Ounces Per Ton
                          ----                            --------------
Location                                              Gold             Silver
- --------                                              -----            ------
Emery Mine                57,941                      0.372            15.39
Emery Stockpiles          38,859                      0.120             4.28
Bonanza                  218,579                      0.132             2.06
Hidden Hand              208,619                      0.123               --

- --------------------------------------------------------------------------------

The properties are in mineralized zones containing gold, silver,  lead and zinc.
Located on the properties are former mine shafts,  tunnels,  mineral  stockpiles
and stopes (in tunnels) with valuable low-grade  mineralization.  All areas have
been trenched, core drilled and assayed to prove mineralization.  The properties
contain both  underground and near surface  minerals.  Additionally  there are 8
stockpiles with good assayed results of mineralization. The old time miners were
after  high-grade ore and not interested in lower grade mineral  surrounding the
vein. The mineral taken from shafts,  tunnels and around the high-grade vein was
transported to these stockpiles.

The total cost of purchasing the properties,  leasing  properties,  building and
equipping  the ball mill,  infrastructures  and  bringing  power line to replace
generators  is estimated at  $4,000,000.  Current  expenses  that include  lease
payments and taxes are under $10,000 per year. In the past power was supplied by
two large capacity  generators.  At a time the mill is reopened power lines will
be brought in from Deer Lodge,  Montana at an estimated cost of $200,000. A deep
well and Sterret Creek supplies all water needs.

FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS

Management  considers MPM's reportable  segments to be business units that offer
different  products.  The business  segments may be reportable  because they are
each managed  separately,  or they design and engineer  distinct  products  with
different  applications  in the air pollution  control field.  In the opinion of
management,  Airpol and HES both operate in the same air pollution control field
and the differences in the design and engineering of their  respective  products
are not sufficient to warrant individual segment reporting. MPM's other segments
are essentially  non-operational at the present time, and, accordingly have been
aggregated for reporting purposes. Accordingly, for the years ended December 31,
2004 and 2003,  the Company  operated in one  segment,  and there is no separate
segment reporting required.





BACKLOG

MPM  had a  backlog  of  orders  and  work in  progress  at  AirPol  aggregating
approximately $1,000,000 at December 31, 2004. It is anticipated that operations
will consume these  backorders  during 2005. There is currently no other backlog
of orders for any of MPM's other businesses.

WASTE-TO-ENERGY

MPM's  waste-to-energy  process  consists of an innovative  technology  known as
"Skygas".  The process is used in the disposal and gasification of various forms
of non-metallic  wastes. MPM continues to negotiate with interested entities for
the manufacture and operation of Skygas units.  These  negotiations are ongoing,
and MPM  management  is hopeful  that there will be formal  agreements  in place
during 2005.

COMPETITIVE CONDITIONS

AirPol  operates in extremely  competitive  environments.  There are a number of
potential  competitors for every job the companies bid on. The number of bidders
ranges from two or three to as many as seven or eight depending on the potential
customer  and the  work to be  performed.  The  parts  and  service  side of the
business tends to be somewhat less competitive  since the parts and service work
are generally for units that have previously  been sold and/or  installed by the
companies.

There are a  significant  number of persons  and  companies  developing  or have
developed any number of waste-to-energy systems. Management of MPM believes that
its development of Skygas(TM) as a  non-polluting  and energy  efficient  system
will give it the necessary competitive edge in this area.

Due to the large number of persons and companies  engaged in exploration for and
production of  mineralized  material,  there is a great degree of competition in
the mining part of the business.

SEASONAL VARIATIONS

The impact of seasonal changes is minimal on the air pollution  control business
of  AirPol.  There  may be  some  limitations  on the  installation  of the  air
pollution  control units when the weather is more severe in the winter months in
those  areas of the world  where the  weather  is  significantly  colder in that
season. There have been, however, no discernible  variations to date to indicate
that the business is subject to seasonal variations.

There are  currently no seasonal  influences on the ongoing  development  of the
Skygas(TM)  process.  It is also not  expected  that there will be any  seasonal
variations when the Skygas(TM) units are produced.

EMPLOYEES

At December 31, 2004,  MPM had three  employees and there were five employees at
AirPol. MPM believes that its relations with its employees are good.

Item 2.  Properties

AirPol  leases its  office  space  that  expires  in August of 2007.  MPM has no
property  related  to its  waste-to-energy  operations.  MPM  believes  that its
existing facilities are adequate for the current level of operations.





The MPM  Mining  property  is  located in the Emery  Mining  District  of Powell
County,  Montana  approximately seven miles northeast of Deer Lodge,  Montana. A
road maintained by the county runs though or nearby company properties, mill and
infrastructures.  All titles to the company's properties are secured. All leased
claims are up to date and paid in full.

The company owns 8 patented  claims,  2 unpatented  claims and leases 7 patented
claims. Each leased claim contains an option to purchase.  The properties are in
mineralized  zones  containing  gold,  silver,  lead and  zinc.  Located  on the
properties are former mine shafts,  tunnels,  mineral  stockpiles and stopes (in
tunnels) with valuable low-grade  mineralization.  All areas have been trenched,
core drilled and assayed to prove mineralization.

These  claims  amount to  approximately  300  acres of land in the Emery  Mining
District,  Powell County Montana.  MPM controls  eighteen former mine sites that
have been inactive since 1930. Each of these has old adits,  tunnels and mineral
stockpiles of known mineralized material. All testing and metallurgical work has
been completed. As noted above, the Board of Directors has instructed management
to hold these properties as an investment. Management believes there is interest
in the mining  properties and is currently  investigating  various joint venture
options.




                    *****See attached supplemental PDF*****







               MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The management of MPM  Technologies  Inc is  responsible  for  establishing  and
maintaining  adequate  internal  controls and procedures for the  preparation of
financial reports. Accordingly,  comprehensive procedures and practices in place
are designed to provide reasonable assurance that the corporation's transactions
are  properly  authorized;  the  corporation's  assets are  safeguarded  against
unauthorized or improper use; and the  corporation's  transactions  are properly
recorded  and reported to permit the  preparation  of  financial  statements  in
conformity with U.S. Generally Accepted Accounting Principles.

The  Company's  CEO and CFO believe  that as of year ended  December  31,  2004,
controls  and  procedures  regarding  disclosure  were  effective to insure that
information  required to be disclosed  in the reports it files or submits  under
the Securities and Exchange Act of 1934 is recorded,  processed,  summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

The  Company's  management  including the CEO and CFO confirm that there were no
changes in the Company's  internal  control over financial  reporting during the
year ended  December  31, 2004 that has  materially  affected  or is  reasonably
likely to  materially  affect the  Company's  internal  control  over  financial
reporting.

The Audit Committee is responsible  for monitoring the Company's  accounting and
reporting   practices.   Management  regularly  reviews  internal  controls  and
procedures  for financial  reporting and  considers  the  independent  auditors'
recommendations  concerning  the  Company's  internal  controls  taking steps to
implement those that are believed to be appropriate in the circumstances.

Item 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Exhibits and Financial  Statements  have been  previously  reported or are being
shown as an exhibit in this Form 10-KSB/A No. 2.

Certification  of Chairman  and Chief  Executive  Officer,  and Chief  Financial
Officer  pursuant to Rule  13a-14(a)/15(d)-14(a)  as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

Certification  of Chairman  and Chief  Executive  Officer  pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

(B)  Reports on Form 8-K
     None

EX-31.1

Exhibit 31.1
CERTIFICATION OF ANNUAL REPORT

I, Michael J. Luciano certify that:

I have reviewed this Annual Report on form 10KSB of MPM Technologies, Inc.

Based on my  knowledge,  this report does not contain any untrue  statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report ,

Based on my knowledge, the financial statements, and other financial information
included in this report,  fairly present in all material  respects the financial
condition,  results of  operations  and cash flows of the  registrant as of, and
for, the periods presented in this report;

The  registrant's  other  certifying   officer(s)  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules  13a-15(e) and  15d-15(e))  for the  registrant  and have: a.
Designed such  disclosure  controls and  procedures,  or caused such  disclosure
controls and  Procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b.   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and,

c.   Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting.

The registrant's other certifying officer(s) and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

a.   All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of internal  control over  financial  reporting  which is  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial  information;  and, b. Any fraud,  whether or not
material,  that involves  management  or other  employees who have a significant
role in the registrant's internal control over financial reporting.

MPM TECHNOLOGIES, INC.

/s/ Michael J. Luciano
- ----------------------
Michael J. Luciano
Chairman and Chief Executive Officer
September 30, 2005





CERTIFICATION OF ANNUAL REPORT

I, Glen Hjort certify that:

I have reviewed this Annual Report on form 10KSB of MPM Technologies, Inc.

Based on my  knowledge,  this report does not contain any untrue  statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such Statements were made, not
misleading with respect to the period covered by this report

Based on my knowledge, the financial statements, and other financial information
included in this report,  fairly present in all material  respects the financial
condition,  results of  operations  and cash flows of the  registrant as of, and
for, the periods presented in this report;

The  registrant's  other  certifying   officer(s)  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules  13a-15(e) and  15d-15(e))  for the  registrant  and have: a.
Designed such  disclosure  controls and  procedures,  or caused such  disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b.   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and,

c.   Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting.

The registrant's other certifying officer(s) and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

a.   All  significant  deficiencies  and  material  weaknesses  in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial  information;  and, b. Any fraud,  whether or not
material,  that involves  management  or other  employees who have a significant
role in the registrant's internal control over financial reporting.

MPM TECHNOLOGIES, INC.

/s/ Glen Hjort
- --------------
Glen Hjort
Chief Financial Officer
September 30, 2005

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT Pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  each  of the
undersigned officers of MPM Technologies Inc (the "Company"), certifies that:

The Annual Report on Form 10-KSB of the Company for the year ended  December 31,
2004 (the  "Report")  fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.

MPM TECHNOLOGIES, INC.

/s/ Michael J. Luciano
- ----------------------
Michael J. Luciano
Chairman and Chief Executive Officer
September 30, 2005

This  certification  is made solely for the purpose of 18 U.S.C.  Section  1350,
subject  to the  knowledge  standard  contained  therein,  and not for any other
purpose.





                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized


MPM TECHNOLOGIES INC.

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

Title: Chairman and Chief Executive Officer

Date: September 30, 2005

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

/s/ Michael J. Luciano                      /s/ Glen Hjort
- -----------------------                     -------------------
Michael J. Luciano                          Glen Hjort
Chairman & Chief Executive Officer          Chief Financial Officer & Director
Dated:  June 29, 2005                       Dated:  June 29, 2005


/s/ Frank E. Hsu                            /s/ Daniel D. Smozanek
- ------------------                          --------------------------
Frank E. Hsu                                Daniel D. Smozanek
Chief Operating Officer & Director          Treasurer & Director
Dated:  June 29, 2005                       Dated:  June 29, 2005


/s/ Richard E. Appleby                      /s/ L. Craig Cary Smith
- --------------------------                  ---------------------------
Richard E. Appleby                          L. Craig Cary Smith
Vice President & Director                   Director
Dated:  June 29, 2005                       Dated:  June 29, 2005


/s/ Richard Kao
- ---------------
Richard Kao
Director