-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D12KfNOKuzNmjaQARr7jVhut5x1TIN1TO40jl09E+7lUwBbZccrwESWXehfQ2Pv8 lkQ0dotch2Cnj86wTKeKEA== 0001157523-06-011533.txt : 20061120 0001157523-06-011533.hdr.sgml : 20061120 20061120160209 ACCESSION NUMBER: 0001157523-06-011533 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MPM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000799268 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 810436060 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-14910 FILM NUMBER: 061229949 BUSINESS ADDRESS: STREET 1: 222 W MISSION AVE STREET 2: STE 30 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5093263443 MAIL ADDRESS: STREET 1: 908 N HOWARD SUITE 100 STREET 2: 908 N HOWARD SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA PRECISION MINING LTD DATE OF NAME CHANGE: 19920703 10QSB 1 a5278821.txt MPM TECHNOLOGIES, INC. 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934 For the quarter ended September 30, 2006 Commission File Number 0-14910 MPM TECHNOLOGIES, INC. (Exact Name of Small Business Issuer as specified in its Charter) Washington 81-0436060 - ------------------------------------ -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 199 Pomeroy Road. Parsippany, NJ 07054 - --------------------------- --------------------------- (Address of principal (Zip Code) executive offices) Issuer's telephone number, including area code: 973-428-5009 As of November 14, 2006, the registrant had outstanding 3,183,064 shares of common stock and no outstanding shares of preferred stock, which are the registrant's only classes of stock. PART I - FINANCIAL INFORMATION Item 1. Financial Statements The financial statements follow on the next page. MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
SEPTEMBER DECEMBER 30, 2006 31, 2005 ------------- ----------- (UNAUDITED) Current assets: Cash and cash equivalents $4,958 $4,795 Accounts receivable, net of allowance for doubtful accounts of $195,000 and $154,000, respectively 182,698 98,448 Costs and estimated earnings in excess of billings 74,533 15,901 Other current assets 70,772 27,519 ----------------- --------------- Total current assets 332,961 146,663 ----------------- --------------- Property, plant and equipment, net 14,994 18,487 Mineral properties held for sale 1,070,368 1,070,368 Prepaid royalty 273,000 273,000 Purchased intangible, net of accumulated amortization of $590,625 and $540,000, respectively 84,375 135,000 Other assets, net 56,761 96,474 ----------------- --------------- $1,832,459 $1,739,992 ================= =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $629,218 $764,467 Accrued expenses 27,738 73,029 Billings in excess of costs and estimated earnings 78,500 22,564 Related party debt 5,845,521 5,108,606 ----------------- --------------- Total current liabilities 6,580,977 5,968,666 ----------------- --------------- Notes payable 3,380,982 3,247,041 ----------------- --------------- Total liabilities 9,961,959 9,215,707 ----------------- --------------- Commitments and contingencies Stockholders' equity (deficiency): Preferred stock, no stated value, 10,000,000 shares authorized, no shares issued or outstanding Common stock, $.001 par value, 100,000,000 shares authorized, 3,183,064 shares issued and outstanding 3,183 3,183 Additional paid-in capital 11,313,019 11,313,019 Accumulated deficit (19,445,702) (18,791,917) ----------------- --------------- Total stockholders' equity (deficiency) (8,129,500) (7,475,715) ----------------- --------------- $1,832,459 $1,739,992 ================= =============== The notes to the Consolidated Financial Statements are an integral part of these statements.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended Three Months Ended September 30, September 30, ---------------------------------- ------------------------------- 2006 2005 2006 2005 ------------- --------------- ------------- ------------- Revenues - Projects $1,062,980 $863,997 $195,704 $265,261 Revenues - Parts and service 435,264 691,298 $160,743 170,095 ------------- ----------------- --------------- ------------- Total Revenues 1,498,244 1,555,295 356,447 435,356 ------------- ----------------- --------------- ------------- Cost of sales - Projects 656,206 433,359 98,831 133,843 Cost of sales - Parts and service 193,332 384,666 82,527 102,387 ------------- ----------------- --------------- ------------- Total cost of sales 849,538 818,025 181,358 236,230 ------------- ----------------- --------------- ------------- Gross margin 648,706 737,270 175,089 199,126 Selling, general and administrative expenses 807,341 774,004 278,156 186,995 ------------- ----------------- --------------- ------------- Income (loss) from operations (158,635) (36,734) (103,067) 12,131 ------------- ----------------- --------------- ------------- Other income (expense): Interest expense (467,910) (310,862) (153,985) (86,716) Miscellaneous (27,240) 65,778 6,967 17,725 ------------- ----------------- --------------- ------------- Net other income (expense) (495,150) (245,084) (147,018) (68,991) ------------- ----------------- --------------- ------------- Net loss from continuing operations (653,785) (281,818) (250,085) (56,860) ------------- ----------------- --------------- ------------- Gain on disposal of discontinued operations - 2,611,922 - 2,611,922 ------------- ----------------- --------------- ------------- Net income from discontinued operations - 2,611,922 - 2,611,922 ------------- ----------------- --------------- ------------- Net income (loss) ($653,785) $2,330,104 ($250,085) $2,555,062 ============= ================= =============== ============= Income (loss) per share from continuing operations - basic ($0.21) ($0.09) ($0.08) ($0.02) Income per share from discontinued operations - basic - 0.82 - 0.82 ------------- ----------------- --------------- ------------- Net income (loss) per share - basic ($0.21) $0.73 ($0.08) $0.80 ============= ================= =============== ============= Weighted average shares of common stock outstanding - basic 3,183,064 3,183,064 3,183,064 3,183,064 ============= ================= =============== ============= Loss per share from continuing operations - diluted ($0.21) ($0.06) ($0.08) ($0.01) Income per share from discontinued operations - diluted - 0.52 - 0.52 ------------- ----------------- --------------- ------------- Net income per share - diluted ($0.21) $0.46 ($0.08) $0.51 ============= ================= =============== ============= Weighted average shares of common stock outstanding - diluted 3,183,064 5,037,072 3,183,064 5,037,072 ============= ================= =============== ============= The notes to the Consolidated Financial Statements are an integral part of these statements.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, ------------------------------------ 2006 2005 ------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations ($653,785) ($281,818) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 54,118 77,668 Change in assets and liabilities: Accounts receivable (84,250) 43,876 Costs and estimated earnings in excess of billings (58,632) 87,993 Other assets (3,540) 29,087 Accounts payable and accrued expenses (180,540) (376,974) Accrued interest on long-term debt 133,941 121,475 Accrued interest and deferred expenses on related party debt 473,315 413,643 Billings in excess of costs and estimated earnings 55,936 (311,918) ----------------- --------------- Cash used in continuing operations (263,437) (196,968) ----------------- --------------- Income from discontinued operations - 2,611,922 Increase in net assets of discontinued operations - (2,611,922) ----------------- --------------- Cash used in discontinued operations - - ----------------- --------------- Net cash used in operating activities (263,437) (196,968) ----------------- --------------- Cash flows from financing activities: Proceeds from related party debt 263,600 193,500 ----------------- --------------- Net cash provided by financing activities 263,600 193,500 ----------------- --------------- Net increase (decrease) in cash and cash equivalents 163 (3,468) Cash and cash equivalents, beginning of period 4,795 6,778 ----------------- --------------- Cash and cash equivalents, end of period $4,958 $3,310 ================= =============== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $916 $953 Income taxes $- $3,000 For the nine months ended September 30, 2005, in settlement of a legal action against HES, MPM assumed $50,000 of HES's liabilities. The notes to the Consolidated Financial Statements are an integral part of these statements.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Unaudited Financial Statements These consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-KSB for the year ended December 31, 2005. Since certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting standards have been omitted pursuant to the instructions to Form 10-QSB of Regulation S-X as promulgated by the Securities and Exchange Commission, these financial statements specifically refer to the footnotes to the consolidated financial statements of the Company as of December 31, 2005. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments and disclosures necessary for a fair statement of the financial position and results of operations and cash flows of the Company for the interim period presented. Such adjustments consisted only of those of a normal recurring nature. Results of operations for the period ended September 30, 2006 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2006. 2. Earnings Per Share Earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". The following table reconciles the number of common shares used in the basic and diluted EPS calculations: For the Nine Months Ended September 30, 2006 - --------------------------------------------
Weighted- Net Average Per-Share Loss Shares Amount ---- ------ ------ Basic EPS Loss available to common stockholders $(653,785) 3,183,064 $(0.21) Effect of Dilutive Securities Common stock options - 1,949,508 - --------- --------- ------ Diluted EPS Loss available to common stockholders - assumed conversions $(653,785) 5,132,572 $(0.21)* =========== ========= ========
For the Nine Months Ended September 30, 2005 - --------------------------------------------
Weighted- Net Average Per-Share Loss Shares Amount ---- ------ ------ Basic EPS Income available to common stockholders $2,330,104 3,183,064 $0.73 Effect of Dilutive Securities Common stock options - 1,854,008 (0.27) --------- --------- ------ Diluted EPS Income available to common stockholders - assumed conversions $2,330,104 5,037,072 $0.46 =========== ========= ====== For the Three Months Ended September 30, 2006 - --------------------------------------------- Weighted- Net Average Per-Share Loss Shares Amount ---- ------ ------ Basic EPS Loss available to common stockholders $(250,085) 3,183,064 $(0.08) Effect of Dilutive Securities Common stock options - 1,949,508 - --------- --------- ------ Diluted EPS Loss available to common stockholders - assumed conversions $(250,085) 5,132,572 $(0.08)* ========== ========== ======== For the Three Months Ended September 30, 2005 - --------------------------------------------- Weighted- Net Average Per-Share Loss Shares Amount ---- ------ ------ Basic EPS Income available to common stockholders $2,555,062 3,183,064 $0.80 Effect of Dilutive Securities Common stock options - 1,854,008 (0.29) --------- --------- ------ Diluted EPS Income available to common stockholders - assumed conversions $2,555,062 5,037,072 $0.51 ========== ========= ===== * Does not include effect of dilutive securities as their effect would be anti-dilutive.
3. Concentrations of Credit Risk Financial instruments which potentially subject the Company to a concentration of credit risk, consist of cash and cash equivalents. The Company places its cash and cash equivalents with various high quality financial institutions; these deposits may exceed federally insured limits at various times throughout the year. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. 4. Note Payable and Long-Term Debt In December 2002, the Company entered into a revolving credit agreement with an insurance company. Under the terms of its agreement, the Company could borrow up to $525,000 at 5.25% per annum. This was increased to $3,000,000 in 2003. The note is secured by stock and mineral property held for investment, and matures on January 2, 2008. As of September 30, 2006, the Company has $2,769,790 of principal advances and accrued interest of $611,192. During the nine months ended September 30, 2006, the Company recorded interest expense of $133,940. 5. Related Party Debt Related party debt consists of advances received from and deferred expenses and reimbursements to various directors and related parties. At September 30, 2006, amounts owed these related parties totaled $5,845,521. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations - --------------------- This Quarterly Report on Form 10-QSB, including the information incorporated by reference herein, includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All of the statements contained in this Quarterly Report on Form 10-QSB, other than statements of historical fact, should be considered forward looking statements, including, but not limited to, those concerning the Company's strategies, ability to generate sufficient cash flow or secure additional sources of financing, collectability of project payments, future customer revenue, variability of quarterly operating results, completion of remaining contracts, attraction and retention of employees and key management personnel, political and economic uncertainty and other competitive factors. Additionally, there can be no assurance that these expectations will prove to have been correct. Certain important factors that could cause actual results to differ materially from the Company's expectations (the Cautionary Statements") are disclosed in the annual report filed on Form 10-KSB. All subsequent written and oral forward looking statements by or attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such Cautionary Statements. Investors are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof and are not intended to give any assurance as to future results. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or reflect the occurrence of unanticipated events. MPM Technologies, Inc. ("MPM") acquired certain of the assets and assumed certain of the liabilities of a part of a division of FLS Miljo, Inc. as of July 1, 1998. MPM formed AirPol, Inc. ("AirPol") to run this air pollution control business. AirPol designs, engineers, supplies and services air pollution control systems for Fortune 500 and other industrial and environmental companies. The technologies of AirPol utilize wet and dry scrubbers, wet electrostatic precipitators and venturi absorbers to control air pollution. As of April 1, 1997, MPM acquired certain of the assets and assumed certain of the liabilities of a portion of a division of United States Filter Corporation, and formed Huntington Environmental Systems, Inc. ("HES") to operate this air pollution control business. HES designed, engineered, supplied and serviced high temperature and chemical air pollution control systems for Fortune 500 and other industrial and environmental companies. HES management filed a petition under Chapter 7 of the United States Bankruptcy Code in court on March 7, 2004. On July 20, 2005, the trustee in bankruptcy filed a report with the United States Bankruptcy Court Northern District of Illinois (Chicago) for Bankruptcy Petition # 04-09160 indicating that he believed that there were no assets to be administrated for the benefit of creditors. MPM 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 ownership in the partnership, MPM separately owns 15% of the Venture. Mining controls 15 claims on approximately 300 acres in the historical Emery Mining District in Montana. It also owns a 200-ton per day floatation mill on site. Extensive exploration has been conducted in the area by companies such as Exxon-Mobil Corporation, Freeport McMoran Gold Company and Hecla Mining Company in addition to the efforts of MPM Mining. In early 2002, the Board of Directors decided to hold the properties as an investment. AirPol is an active continuing concern. The development of the Skygas process through Nupower Partnership is also an ongoing process. No other operations were conducted. Accordingly, the financial statements for the nine and three months ended September 30, 2006 and 2005 include the operations of AirPol, Skygas and MPM. MPM's consolidated net loss from continuing operations for the nine months ended September 30, 2006 was $653,785 or $0.21 per share compared to net loss from continuing operations of $281,818, or $0.09 per share for the nine months ended September 30, 2005. MPM continues to negotiate with interested entities with the goal of building Skygas units. These negotiations are also ongoing, and include entities in the United States, Europe and Asia. Management is hopeful there will be some type of formal agreement in place, and that construction of a unit can begin in the near future. There can, however, be no assurances that MPM will be successful in its negotiations. MPM faces significant challenges, including, without limitation, the ability to generate or raise sufficient operating capital, and a difficult sales environment. Organizations in the United States are obligated to comply with environmental laws that reduce air pollution emissions. In view of, in our opinion, a perception of limited enforcement of environmental laws in general, companies that require or benefit from MPM's environmental technology and knowledge are not procuring or replacing equipment, or are delaying purchasing decisions. Nine and three months ended September 30, 2006 compared to nine and three months - -------------------------------------------------------------------------------- ended September 30, 2005 - ------------------------ For the nine months ended September 30, 2006, MPM had a net loss from continuing operations of $653,785, or $0.21 per share compared to a net loss from continuing operations of $281,818, or $0.09 per share for the nine months ended September 30, 2005. Revenues decreased 4% to $1,498,244 for the nine months ended September 30, 2006 compared to $1,555,295 for the nine months ended September 30, 2005. Revenue decreases were due to slower parts and service sales at AirPol. Costs of sales increased 4% to $849,538 for the nine months ended September 30, 2006 compared to $818,025 for the nine months ended September 30, 2005. This was due to slightly smaller operating margins on the work in progress. Operating expenses increased slightly to $807,341 for the nine months ended September 30, 2006 compared to $774,004 for the nine months ended September 30, 2005. Operating expense increases were not significant. For the nine months ended September 30, 2005, MPM had a net gain from disposal of discontinued operations of $2,611,922, or $0.82 per share basic, and $0.52 per share on a fully diluted basis. This was due to the liquidation in bankruptcy pursuant to the Bankruptcy Court's decision on July 20, 2005. For the three months ended September 30, 2006, MPM had a net loss from continuing operations of $250,085, or $0.08 per share compared to a net loss of $56,860, or $0.02 per share for the three months ended September 30, 2005. Revenues decreased 18% to $356,447 for the three months ended September 30, 2006 compared to $435,356 for the three months ended September 30, 2005. This was due to fewer projects in the third quarter compared to the prior year, and slightly slower parts and service sales. Costs of sales decreased 23% to $181,358 for the three months ended September 30, 2006 compared to $236,230 for the three months ended September 30, 2005. Operating expenses increased 49% to $278,156 for the three months ended September 30, 2006 compared to $186,995 for the three months ended September 30, 2005. This was due in part to an increase in the allowance for doubtful accounts of $41,000. The Company currently has a backlog of approximately $188,000. Management believes that this backlog will be consumed during the rest of the fiscal year 2006. Financial Condition and Liquidity - --------------------------------- For the nine months ended September 30, 2006, the Company relied principally on cash from operations and loans from an officer/director to fund its operations. Working capital deficit at September 30, 2006 was $6,248,016 compared to $5,822,003 at December 31, 2005. The Company continues to look for ways to narrow its losses. There can be no assurances that management will be successful in attaining this goal. Accordingly, management is continuing to seek alternative sources of capital such as private placements, stock offerings and other financing alternatives. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The rights of the holders of the Company's securities have not been modified nor have the rights evidenced by the securities been limited or qualified by the issuance or modification of any other class of securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There are no senior securities issued by the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None SIGNATURES Pursuant to the requirements of the Securities and 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. November 15, 2006 /s/ Michael J. Luciano - --------------------------------- ---------------------------------- (date) Michael J. Luciano Chairman & CEO EX-31.1 2 a5278821ex31_1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Michael J. Luciano, CHIEF EXECUTIVE OFFICER of MPM TECHNOLOGIES, INC. certify that: 1. I have reviewed this Form 10-QSB of MPM Technologies, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state 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; 3. 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures 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 annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of the date within 45 days prior to the filing date of this report (the Evaluation Date"); and c) Presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls: and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 15, 2006 /s Michael J. Luciano - ------------------------ --------------------------------- Chief Executive Officer ----------------------- EX-31.2 3 a5278821ex31_2.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION I, Glen Hjort, CHIEF FINANCIAL OFFICER of MPM TECHNOLOGIES, INC. certify that: 1. I have reviewed this Form 10-QSB of MPM Technologies, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state 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; 3. 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures 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 annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of the date within 45 days prior to the filing date of this report (the Evaluation Date"); and c) Presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls: and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 15, 2006 /s/ Glen Hjort - ------------------------ ------------------------ Chief Financial Officer ----------------------- EX-32.1 4 a5278821ex32_1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of MPM Technologies, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Luciano, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael J. Luciano - ---------------------- Michael J. Luciano Chairman and Chief Executive Officer November 15, 2006 -----END PRIVACY-ENHANCED MESSAGE-----