-----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, KjRNrj2qfAjbQjimFTPdIH0i6EDutU4MuJhhsv8m7fRugNxL4JrZ6AuqPa4lkc6v jwWymlvy9WvDyvkEHZUSRg== 0001157523-09-006017.txt : 20090814 0001157523-09-006017.hdr.sgml : 20090814 20090814171348 ACCESSION NUMBER: 0001157523-09-006017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14910 FILM NUMBER: 091017023 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 10-Q 1 a6030225.txt MPM TECHNOLOGIES, INC. 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934 For the quarterly period ended June 30, 2009 Commission File Number 0-14910 MPM TECHNOLOGIES, INC. (Exact Name of registrant as specified in its Charter) Washington 81-0436060 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 199 Pomeroy Road. Parsippany, NJ 07054 - ------------------------------- -------------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: 973-428-5009 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No --- --- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company X --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No --- --- As of August 10, 2009, the registrant had outstanding 6,707,796 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 June 30, 2009 December 31, 2008 ---------------- ----------------- (UNAUDITED) (AUDITED) Current assets: Cash and cash equivalents $ 12,830 $ 16,290 Accounts receivable, net of allowance for doubtful accounts of $-0- 63,576 57,101 Other current assets 12,132 8,250 ---------------- ----------------- Total current assets 88,538 81,641 ---------------- ----------------- Property, plant and equipment, net 3,567 5,013 Mineral properties held for sale 1,070,368 1,070,368 Other assets, net 136,375 136,375 ---------------- ----------------- $ 1,298,848 $ 1,293,397 ================ ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 187,627 $ 350,741 Accrued expenses 258,519 395,841 Billings in excess of costs and estimated earnings - 49,498 Notes payable 5,600,573 5,457,565 Related party debt 7,787,054 7,216,660 ---------------- ----------------- Total current liabilities 13,833,773 13,470,305 ---------------- ----------------- Commitments and contingencies - - Stockholders' equity (impairment): 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, 6,607,796 and 6,307,510 shares issued and outstanding, respectively 6,608 6,308 Additional paid-in capital 12,675,875 12,279,698 Accumulated deficit (25,217,408) (24,462,914) ---------------- ----------------- Total stockholders' equity (impairment) (12,534,925) (12,176,908) ---------------- ----------------- $ 1,298,848 $ 1,293,397 ================ =================
The accompanying notes are an integral part of these financial statements.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended Three Months Ended June 30, June 30, ----------------------- ----------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Revenues - Projects $ 102,998 $ 35,430 $ - $ - Revenues - Parts and service 257,641 192,086 176,566 120,122 ----------- ----------- ----------- ----------- Total Revenues 360,639 227,516 176,566 120,122 ----------- ----------- ----------- ----------- Cost of sales - Projects 58,757 13,367 - - Cost of sales - Parts and service 130,247 100,019 87,901 70,977 ----------- ----------- ----------- ----------- Total Cost of Sales 189,004 113,386 87,901 70,977 ----------- ----------- ----------- ----------- Gross margin 171,635 114,130 88,665 49,145 Selling, general and administrative expenses 464,696 547,268 232,862 293,148 Stock-based compensation 210,300 - 210,300 - ----------- ----------- ----------- ----------- Total Operating Expenses 674,996 547,268 443,162 293,148 ----------- ----------- ----------- ----------- Loss from operations (503,361) (433,138) (354,497) (244,003) ----------- ----------- ----------- ----------- Other income (expense): Interest expense (440,133) (377,679) (226,475) (197,261) Gain from patent expirations 189,000 - 189,000 - ----------- ----------- ----------- ----------- Net other income (expense) (251,133) (377,679) (37,475) (197,261) ----------- ----------- ----------- ----------- Net loss ($754,494) ($810,817) ($391,972) ($441,264) =========== =========== =========== =========== Income per share - basic and diluted: Net loss ($0.12) ($0.13) ($0.06) ($0.07) =========== =========== =========== =========== Weighted average shares of common stock outstanding - basic and diluted 6,320,782 6,263,064 6,333,909 6,263,064 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, -------------------------- 2009 2008 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($754,494) ($810,817) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,446 1,445 Stock-based compensation 210,300 - Accrued interest and expenses on notes payable 143,008 136,120 Accrued interest and deferred expenses on related party debt 367,394 338,832 Change in assets and liabilities: Accounts receivable (6,475) 9,254 Costs and estimated earnings in excess of billings - - Customer deposits - (67,500) Other assets (3,882) (599) Accounts payable and accrued expenses (114,259) (30,467) Deferred revenue - 102,960 Billings in excess of costs and estimated earnings (49,498) - ----------- ----------- Net cash used in operating activities (206,460) (320,772) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related party debt 254,000 298,500 Payments on related party debt (51,000) - ----------- ----------- Net cash provided by financing activities 203,000 298,500 ----------- ----------- Net increase (decrease) in cash and cash equivalents (3,460) (22,272) Cash and cash equivalents, beginning of period 16,290 47,243 ----------- ----------- Cash and cash equivalents, end of period $ 12,830 $ 24,971 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ - $ - ----------- ----------- Income taxes $ - $ - ----------- -----------
In June 2009, accrued deferred compensation of $186,177 was converted to 300,286 shares of common stock. Due to the expiration of certain patents and related agreements in April 2009, the Company realized a net gain of $189,000 from the reversal of amounts accrued against estimated future income from such patents. No revenues were realized from the patents. The accompanying notes are an integral part of these financial 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-K for the year ended December 31, 2008. 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-Q 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, 2008. 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 June 30, 2009 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2009. 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, 2008, the Company has not been able to generate any significant revenues and has a working capital deficiency of $13,745,235 at June 30, 2009. 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, 2008. 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 loss by the weighted average number of common shares outstanding in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Diluted net loss per common share adjusts basic net loss per common share for the effects of outstanding common stock equivalents, only in the periods in which such effect is dilutive under the treasury stock method. For the three and six months ended June 30, 2009 and 2008, the effect of common stock equivalents were anti-dilutive. As of June 30, 2009, common stock equivalents consisted of 2,065,084 common stock options. 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". 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% per 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 June 30, 2009, the Company has $4,326,499 of principal advances and accrued interest and expenses of $1,274,074. As of December 31, 2008, the Company had $4,326,499 of principal advances and accrued interest and expenses of $1,131,066. During the six months ended June 30, 2009 and 2008, the Company recorded interest expense of $143,008 and $136,119, respectively. This note payable was not paid at maturity. The lender has informally agreed to not pursue collection 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 June 30, 2009 and December 31, 2008, amounts owed these related parties totaled $7,787,054 and $7,216,660, respectively, due on demand. For the six months and three months ended June 30, 2009, the Company recorded $254,000 and $128,000 in advances, repayments of $51,000 and $51,000, and an additional $367,394 and $189,194 in interest expense and deferred expenses and reimbursements, respectively. For the six and three months ended June 30, 2008, the Company recorded $325,500 and $117,500 in advances, and $311,832 and $163,682 in interest and deferred expenses and reimbursements, respectively. 6. Patent Pending In February 2009, the Company filed a provisional new patent for a significantly improved Skygas process. There can be no guarantee that the new patent will be approved at this time. There was also a Canadian patent on the Skygas process that expired in April 2009. As a result of the patent expirations, and the related agreements, the Company recognized a gain of $189,000. This gain represents the net amounts accrued against unpaid advances on future income from the former patented technology. No income was recognized from the patents, and accordingly, no accrued amounts are due or owing from the patent agreements. 7. Stock Conversion On June 22, 2009, the Company issued 300,286 shares of common stock to an officer/director in conversion of $186,177 of accrued deferred compensation. The share price used for the conversion was $0.62. 8. Stock-Based Compensation On April 15, 2009, the Board of Directors authorized a five year extension of the expiration dates for 847,667 options outstanding that were due to expire in April and May, 2009. In accordance with FAS 123 (R), the Company recorded incremental compensation for the amended stock options based on the excess of the fair value of the amended option agreements over the fair value of the original options immediately before the amendment. Fair value was determined using a Black-Scholes Pricing Model, using the following assumptions: Dividend yield $0; Expected volatility range of 1% (pre-amendment) to 258% (post amendment); Risk-free interest rate of 1.71%; Expected lives of 4 or 34 days (pre-amendment) to 5 years (post-amendment). The Company recorded stock-based compensation in the second quarter of 2009 of $210,300 related to the amended option agreements. 9. Subsequent Event On July 14, 2009, the Company issued 100,000 shares of common stock to an officer/director in conversion of $100,000 of related party notes payable. The share price used for the conversion was $1.00. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations - --------------------- This Quarterly Report on Form 10-Q, 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-Q, 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-K. 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, Inc. 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. Due to the expiration of the patents related to the original Skygas technology, the related agreements with the NuPower partnership have also expired. It is expected that new agreements will be negotiated over the next two quarters to recognize the newer technologies, and possibly raise some capital. There can be no guarantee that new capital will be raised, however. In 2008, a new company was incorporated named Skygas Energy Ontario Limited. NuPower, Inc. owns all 100 of the issued and outstanding shares of the new company. It is anticipated that this company will be part of a business venture in Canada to commercialize the Skygas process. Management is currently in negotiations with unrelated third parties with regard to this venture. It is unclear at this time what form this venture will take. The United States patent on the Skygas process expired in November 2008. The Company filed a provisional new patent for a significantly improved Skygas process in February 2009. There can be no guarantee that the new patent will be approved at this time. There was also a Canadian patent on the Skygas process that expired in April 2009. 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. MPM management believes that resuming mining operations is a way to generate positive cash flows and mitigate the continuing losses from other operations given the current market prices and conditions for precious metals. Accordingly, management will investigate its needs to make this happen. 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 six months ended June 30, 2009 and 2008 include the operations of AirPol, Skygas and MPM. MPM's consolidated net loss from operations for the six months ended June 30, 2009 was $754,494 or $0.12 per share compared to a net loss of $810,817, or $0.13 per share for the six months ended June 30, 2008. Six and three months ended June 30, 2009 compared to six and three months ended - ------------------------------------------------------------------------------- June 30, 2008 - ------------- For the six months ended June 30, 2009, MPM had a net loss of $754,494, or $0.12 per share compared to net loss of $810,817, or $0.13 per share for the six months ended June 30, 2008. Revenues increased 59% to $360,639 for the six months ended June 30, 2009 compared to $227,516 for the six months ended June 30, 2008. The revenue increase was due to the completion of a project in the first quarter, and improved revenues from sales of parts and service. Costs of sales increased 67% to $189,004 for the six months ended June 30, 2009 compared to $113,386 for the six months ended June 30, 2008. This was due to the completion of a project in the first quarter and increases in sales of parts and service. Operating expenses increased 23% to $674,996 for the six months ended June 30, 2009 compared to $547,268 for the six months ended June 30, 2008, primarily due to stock-based compensation expense in 2009 related to option agreement amendments. For the three months ended June 30, 2009, MPM had a net loss of $391,972, or $0.06 per share compared to a net loss of $441,264, or $0.07 per share for the three months ended June 30, 2008. Revenues increased 47% to $176,566 for the three months ended June 30, 2009 compared to $120,122 for the three months ended June 30, 2008. This was due to improved parts and service sales in the second quarter of 2009. Costs of sales increased 24% to $87,901 for the three months ended June 30, 2009 compared to $70,977 for the three months ended June 30, 2008. This was due to the increased sales of parts and service. Operating expenses increased 51% to $443,162 for the three months ended June 30, 2009 compared to $293,148 for the three months ended June 30, 2008, primarily due to stock-based compensation expense in 2009 related to option agreement amendments. The Company currently has no backlog of project work. Financial Condition and Liquidity - --------------------------------- For the six months ended June 30, 2009, the Company relied principally on cash from operations and loans from an officer/director to fund its activities. Working capital deficit at June 30, 2009 was $13,745,235 compared to $13,388,664 at December 31, 2008. 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk. This item is not applicable because we are a "smaller reporting company," as defined by applicable SEC regulations. Item 4. Controls and Procedures. Management's Report on Disclosure Controls and Procedures. - ----------------------------------------------------------------- We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures. As of June 30 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures had a material weakness because it did not have a sufficient number of personnel with adequate knowledge, experience and training in U.S. generally accepted accounting policies commensurate with MPM's reporting requirements. This material weakness required the identification of adjustments during the financial statement close process that have been recorded in MPM's consolidated financial statements. As a result of this material weakness, management has concluded that internal controls over disclosure controls and procedures and financial reporting were not effective at June 30, 2009, in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period. Changes in Internal Control Over Financial Reporting. - ----------------------------------------------------- There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 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 MPM's annual meeting of Stockholders was held on June 29, 2009. Following are the results of the stockholder voting: Proposal 1 - Election of Directors Name For Withheld - ---- --- -------- Richard E. Appleby 5,237,181 47,105 Richard Kao 5,237,181 47,105 Each director was re-elected for a three-year term. Total shares represented by proxy and in person: 5,284,286 Percentage of the outstanding votable shares: 83.03% Outstanding votable shares: 6,307,510 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit No. Description - ----------- ----------- 31.1 Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. August 14, 2009 /s/ Michael J. Luciano - --------------- --------------------------- (date) Michael J. Luciano Chairman & CEO EX-31.1 2 a6030225ex311.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Luciano, certify that: 1. I have reviewed this Form 10-Q of MPM Technologies, Inc. (the "Registrant"); 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 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-15 (e) and 15d-15(e) for the Registrant and we 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposed in accordance with generally accepted accounting principles; c) 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 evaluations, and d) 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; and 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. Date: August 14, 2009 /s Michael J. Luciano --------------------- Chief Executive Officer EX-31.2 3 a6030225ex312.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Glen Hjort, certify that: 1. I have reviewed this Form 10-Q of MPM Technologies, Inc. (the "Registrant"); 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 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-15 (e) and 15d-15(e) for the Registrant and we 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) designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; c) 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 evaluations, and d) 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 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. Date: August 14, 2009 /s Glen Hjort ------------- Chief Financial Officer EX-32.1 4 a6030225ex321.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-Q for the period ended June 30, 2009 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 Sarbanes-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 August 14, 2009 August 14, 2009 -----END PRIVACY-ENHANCED MESSAGE-----