-----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, VaNzdUijpseADMO/0nERyEEC92o16Dk5i5WLnL7XImY6IT/xRK8EwUaZSusZEh6N uoQVmgkPNuqvxK99qGGMYg== 0001157523-08-004344.txt : 20080515 0001157523-08-004344.hdr.sgml : 20080515 20080515114328 ACCESSION NUMBER: 0001157523-08-004344 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 08835083 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 a5685995.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 March 31, 2008 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 May 14, 2008, the registrant had outstanding 6,263,064 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 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
March 31, 2008 December 31, 2007 ------------------- ------------------- (UNAUDITED) Current assets: Cash and cash equivalents $ 28,527 $ 47,243 Accounts receivable, net of allowance for doubtful accounts of $-0- and $10,000 10,064 23,916 Costs and estimated earnings in excess of billings - - Other current assets 22,861 24,118 ------------------- ------------------- Total current assets 61,452 95,277 ------------------- ------------------- Property, plant and equipment, net 7,182 7,905 Mineral properties held for sale 1,070,368 1,070,368 Other assets, net 82,000 82,000 ------------------- ------------------- $ 1,221,002 $ 1,255,550 =================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 247,879 $ 257,883 Accrued expenses 220,619 299,369 Billings in excess of costs and estimated earnings - - Notes payable 5,247,821 5,180,203 Related party debt 6,344,754 5,988,604 ------------------- ------------------- Total current liabilities 12,061,073 11,726,059 ------------------- ------------------- 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, 6,263,064 shares issued and outstanding 6,263 6,263 Additional paid-in capital 12,268,631 12,268,631 Accumulated deficit (23,114,965) (22,745,403) ------------------- ------------------- Total stockholders' equity (deficiency) (10,920,071) (10,470,509) ------------------- ------------------- $ 1,221,002 $ 1,255,550 =================== ===================
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 2008 2007 ----------------------------- Revenues - Projects $ 35,430 $ 411,527 Revenues - Parts and service 71,964 84,751 ------------- --------------- Total Revenues 107,394 496,278 ------------- --------------- Cost of sales - Projects 13,367 308,302 Cost of sales - Parts and service 29,042 29,548 ------------- --------------- Total cost of sales 42,409 337,850 ------------- --------------- Gross margin 64,985 158,428 Selling, general and administrative expenses 254,128 263,806 ------------- --------------- Loss from operations (189,143) (105,378) ------------- --------------- Other income (expense): Interest expense (180,419) (175,601) Miscellaneous - 206,191 Settlement - (1,050,000) ------------- --------------- Net other income (expense) (180,419) (1,019,410) ------------- --------------- Net loss ($369,562) ($1,124,788) ============= =============== Income per share - basic and diluted: Net loss ($0.06) ($0.18) ============= =============== Weighted average shares of common stock outstanding - Basic and diluted 6,263,064 6,263,064 ============= =============== MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2008 2007 --------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss ($369,562) ($1,124,788) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 723 17,633 Accrued interest and expenses on long-term debt 67,618 56,383 Accrued interest and deferred expenses on related party debt 148,150 145,439 Change in assets and liabilities: Accounts receivable 13,852 (342,212) Costs and estimated earnings in excess of billings - 61,089 Other assets 1,257 9,719 Accounts payable and accrued expenses (88,754) (125,729) Billings in excess of costs and estimated earnings - (46,633) --------------- -------------- Cash used in operating activities (226,716) (1,349,099) ------------------------------ Cash flows from financing activities: Proceeds from note payable 1,050,000 Proceeds from related party debt 208,000 - --------------- -------------- Net cash provided by financing activities 208,000 1,050,000 --------------- -------------- Net increase (decrease) in cash and cash equivalents (18,716) (299,099) Cash and cash equivalents, beginning of period 47,243 443,223 --------------- -------------- Cash and cash equivalents, end of period $ 28,527 $ 144,124 =============== ============== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ -
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, 2007. 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, 2007. 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 March 31, 2008 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2008. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to the Consolidated Financial Statements of December 31, 2007, the Company has not been able to generate any significant revenues and has a working capital deficiency of $11,999,621 at March 31, 2008. These conditions raise substantial doubt about the Company's ability to continue as a going concern without the raising of additional debt and/or equity financing to fund operations. Management's plans in regard to these matters are described in the notes to the Consolidated Financial Statements of December 31, 2007. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 Three Months Ended March 31, 2008 - ----------------------------------------- For the Three Months Ended March 31, 2008 Weighted- Net Average Per-Share Loss Shares Amount ----------- ------------- ------------ Basic EPS Income available to common stockholders $(369,562) 6,263,064 $ (0.06) Effect of Dilutive Securities Common stock options - 2,165,675 - ----------- ------------- ------------ Diluted EPS Income available to common stockholders - assumed conversions $(369,562) 8,428,739 $ (0.06) =========== ============= ============ For the Three Months Ended March 31, 2007 Weighted- Net Average Per-Share Loss Shares Amount --------------- -------------- -------------- Basic EPS Income available to common stockholders $ (1,124,788) 6,263,064 $ (0.18) Effect of Dilutive Securities Common stock options - 1,885,675 - --------------- -------------- -------------- Diluted EPS Income available to common stockholders - assumed conversions $ (1,124,788) 8,148,739 $ (0.18) =============== ============== ============== 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 provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. 4. Note Payable In December 2002, the Company entered into a revolving credit agreement with an insurance company. Under the terms of its agreement, the Company may borrow up to $500,000 at 5.25% pr annum, which was increased to $3,000,000 in 2003. The note is secured by stock and mineral property held for investment and matured on January 2, 2008. As of March 31, 2008, the Company has $4,326,499 of principal advances and accrued interest and expenses of $921,322. During the quarter ended March 31, 2008, the Company recorded interest expense of $67,618. This note payable was not paid at maturity. The lender has informally agreed to not pursue collection until August 2008 while revised terms are being negotiated. As of the date of this report, negotiations continue, but no revised agreement has been reached. 5. Related Party Debt Related party debt consists of advances received from and deferred expenses and reimbursements to various directors and related parties. At March 31, 2008, amounts owed these related parties totaled $6,344,754, due on demand. For the three months ended March 31, 2008, the Company recorded 208,000 in advances and an additional $148,150 in interest expense and deferred expenses and reimbursements. 6. Settlement Expenses During the first quarter of 2007, MPM recorded settlement expenses of $1,050,000. This was related to a project for which AirPol was a subcontractor. The general contractor's systems were found to be faulty, and ultimately were removed. The customer made claims against the general contractor. The general contractor then made claims against its subcontractors. The disputes went through mediation, and were about to go to arbitration. AirPol management decided to settle the disputes rather than incur the costs of arbitration. Airpol is attempting to recover the losses through its insurance carrier. There can, however, be no assurances that AirPol will be successful in its recovery attempts. 7. Joint Venture On April 11, 2007, MPM announced that it had agreed with Losonoco, Inc. to form a new joint venture company, Losonoco Skygas, LLC to develop bio-fuel and chemical manufacturing facilities based on the Skygas technology for waste gasification. On April 28, 2008, MPM notified Losonoco, Inc. of its intent to terminate its relationship with Losonoco effective immediately. 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. 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 three months ended March 31, 2008 include the operations of AirPol, Skygas and MPM. MPM's consolidated net loss from operations for the three months ended March 31, 2008 was $(369,562) or $0.06 per share compared to a net loss of $1,124,788, or $0.18 per share for the three months ended March 31, 2007. Three months ended March 31, 2008 compared to three months ended March 31, 2007 For the three months ended March 31, 2008, MPM had a net loss $369,562, or $0.06 per share compared to a net loss of $1,124,788, or $0.18 per share for the three months ended March 31, 2007. Revenues decreased 78% to $107,394 for the three months ended March 31, 2008 compared to $496,278 for the three months ended March 31, 2007. This was due to the lack of project work and backlog for projects in 2008. Costs of sales decreased 87% to $42,409 for the three months ended March 31, 2008 compared to $337,850 for the three months ended March 31, 2007. This was due to decreases in project revenues as noted above. Operating expenses decreased 4% to $254,128 for the three months ended March 31, 2008 compared to $263,806 for the three months ended March 31, 2007. During the first quarter of 2007, there was a one-time charge of approximately $1,050,000 related to settlements of disputes and back charges from systems that were designed in 2000 and 2001. The Company currently has no backlog of project work. Financial Condition and Liquidity For the three months ended March 31, 2008, the Company relied principally on cash from operations and loans from an officer/director to fund its activities. Working capital deficit at March 31, 2008 was $11,999,621 compared to $11,630,782 at December 31, 2007. The Company continues to work to narrow its losses and get to a cash flow neutral position. 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. May 14, 2008 /s/ Michael J. Luciano ---------------------- -------------------------- (date) Michael J. Luciano Chairman & CEO 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 March 31, 2008 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, and Glen Hjort, Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbarnes-Oxley Act of 2002, that to the best of our 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 /s/ Glen Hjort - ------------------------ --------------- Michael J. Luciano Glen Hjort Chairman and Chief Executive Officer Chief Financial Officer May 14, 2008 May 14, 2008 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: May 14, 2008 /s Michael J. Luciano - ------------------- ------------------------------ Chief Executive Officer 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: May 14, 2008 /s/ Glen Hjort - ------------------- ------------------------ Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----