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, 2010
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 incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 199 Pomeroy Road. Parsippany, NJ | 07054 | |
| (Address of principal Executive offices) | (Zip Code) |
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. ___Yes ___No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes _X_ 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 20, 2010, the registrant had outstanding 7,043,507 shares of common stock and no outstanding shares of preferred stock, which are the registrant’s only classes of stock.
MPM TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED JUNE 30, 2010
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES| ASSETS | ||||||||
| June 30, 2010 | December 31, 2009 | |||||||
| (UNAUDITED) | (AUDITED) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 34,519 | $ | 7,432 | ||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| of $-0- in each period | 9,119 | 8,188 | ||||||
| Costs in excess of revenues on jobs in progress | 33,091 | - | ||||||
| Total current assets | 76,729 | 15,620 | ||||||
| Property, plant and equipment, net | 675 | 2,121 | ||||||
| Mineral properties held for sale | 1,070,368 | 1,070,368 | ||||||
| Other assets, net | 86,375 | 136,375 | ||||||
| $ | 1,234,147 | $ | 1,224,484 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 384,600 | $ | 227,471 | ||||
| Accrued expenses | 364,912 | 261,603 | ||||||
| Billings in excess of costs and estimated earnings | - | 146,167 | ||||||
| Advances from financing agreements | 60,000 | 25,000 | ||||||
| Notes payable | 5,900,442 | 5,749,777 | ||||||
| Related party debt | 8,291,065 | 8,058,656 | ||||||
| Total current liabilities | 15,001,019 | 14,468,674 | ||||||
| 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, 7,043,507 and 6,707,796 shares issued | ||||||||
| and outstanding, respectively | 7,044 | 6,708 | ||||||
| Additional paid-in capital | 13,018,058 | 12,775,775 | ||||||
| Accumulated deficit | (26,791,974 | ) | (26,026,673 | ) | ||||
| Total stockholders' equity (impairment) | (13,766,872 | ) | (13,244,190 | ) | ||||
| $ | 1,234,147 | $ | 1,224,484 | |||||
The notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
AND SUBSIDIARIES
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2010 AND 2009
(UNAUDITED)
| Six Months Ended | Three Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| Revenues - Projects | $ | 267,565 | $ | 102,998 | $ | 173,532 | $ | - | ||||||||
| Revenues - Parts and service | 108,750 | 257,641 | 73,207 | 176,566 | ||||||||||||
| Total Revenues | 376,315 | 360,639 | 246,739 | 176,566 | ||||||||||||
| Cost of sales - Projects | 141,970 | 58,757 | 88,374 | - | ||||||||||||
| Cost of sales - Parts and service | 61,365 | 130,247 | 40,390 | 87,901 | ||||||||||||
| Total Cost of Sales | 203,335 | 189,004 | 128,764 | 87,901 | ||||||||||||
| Gross margin | 172,980 | 171,635 | 117,975 | 88,665 | ||||||||||||
| Selling, general and administrative expenses | 486,768 | 464,696 | 274,793 | 232,862 | ||||||||||||
| Stock-based compensation | - | 210,300 | - | 210,300 | ||||||||||||
| Total Operating Expenses | 486,768 | 674,996 | 274,793 | 443,162 | ||||||||||||
| Loss from operations | (313,788 | ) | (503,361 | ) | (156,818 | ) | (354,497 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (451,513 | ) | (440,133 | ) | (222,085 | ) | (226,475 | ) | ||||||||
| Gain from patent expirations | - | 189,000 | - | 189,000 | ||||||||||||
| Net other income (expense) | (451,513 | ) | (251,133 | ) | (222,085 | ) | (37,475 | ) | ||||||||
| Net loss | $ | (765,301 | ) | $ | (754,494 | ) | $ | (378,903 | ) | $ | (391,972 | ) | ||||
| Income (loss) per share – basic and diluted: | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.05 | ) | $ | (0.06 | ) | ||||
| Weighted average shares of common stock outstanding -- basic and diluted | 6,800,218 | 6,320,782 | 6,891,625 | 6,333,909 | ||||||||||||
The notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009
(UNAUDITED)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2010 | 2009 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (765,301 | ) | $ | (754,494 | ) | ||
| Adjustments to reconcile net loss to net cash used in | ||||||||
| operating activities: | ||||||||
| Depreciation and amortization | 1,446 | 1,446 | ||||||
| Stock-based compensation | - | 210,300 | ||||||
| Accrued interest and expenses on notes payable | 150,665 | 143,008 | ||||||
| Accrued interest and deferred expenses on related party debt | 331,235 | 367,394 | ||||||
| Change in assets and liabilities: | ||||||||
| Accounts receivable | (931 | ) | (6,475 | ) | ||||
| Costs and estimated earnings in excess of billings | 33,091 | - | ||||||
| Other assets | 50,000 | (3,882 | ) | |||||
| Accounts payable and accrued expenses | 235,438 | (114,259 | ) | |||||
| Billings in excess of costs and estimated earnings | (146,167 | ) | (49,498 | ) | ||||
| Net cash used in operating activities | (110,524 | ) | (206,460 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible promissory notes | 51,280 | - | ||||||
| Payments on convertible promissory notes | (37,169 | ) | - | |||||
| Proceeds from financing agreements | 35,000 | - | ||||||
| Proceeds from related party debt | 98,500 | 254,000 | ||||||
| Payments on related party debt | (10,000 | ) | (51,000 | ) | ||||
| Net cash provided by financing activities | 137,611 | 203,000 | ||||||
| Net increase (decrease) in cash and cash equivalents | 27,087 | (3,460 | ) | |||||
| Cash and cash equivalents, beginning of period | 7,432 | 16,290 | ||||||
| Cash and cash equivalents, end of period | $ | 34,519 | $ | 12,830 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 441 | $ | - | ||||
| Income taxes | $ | 1,180 | $ | 431 | ||||
On May 21, 2010, convertible promissory notes and accrued interest aggregating $14,285 were converted into 35,711 shares of common stock. On May 10, 2010, related party debt of $228,334 was converted into 300,000 shares of common stock. In June 2009, accrued deferred compensation of $186,177 was converted into 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 notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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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, 2009. 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, 2009. 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 result s 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, 2010 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2010.
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, 2009, the Company has not been able to generate any significant revenues and has a working capital deficiency of $14,924,290 at June 30, 2010. 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, 2009. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertain ty.
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 Financial Accounting Standards Board Accounting Codification Topic 260 (ASC 260), “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 six and three months ended June 30, 2010 and 2009, the effect of common stock equivalents were anti-dilutive. As of June 30, 2010, common stock equivalents consisted of 1,765,084 common stock options.
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 sale and matured on January 2, 2008. As of June 30, 2010, the Company has $4,326,499 of principal advances and accrued interest and expenses of $1,573,943. During the six months ended June 30, 2010 and 2009, the Company recorded interest expense of $150,665 and $143,008, respectively. This note payable was not paid at maturity. The lender had informally agreed to not pursue collection while revised terms are being negotiated.
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The Company reached a settlement agreement with the insurance company lender on May 3, 2010. Under the terms of the settlement agreement, the Company was to settle its debt to the lender with a payment of $1,500,000 due on or before July 30, 2010. This payment was not made, and negotiations have been reopened regarding this obligation. Should the debt be subsequently settled for an amount less than is recorded on the books of the Company, settlement income will be recorded in the quarter in which the debt is settled.
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, 2010 and December 31, 2009, amounts owed these related parties totaled $8,291,065 and $8,058,656, respectively, due on demand. For the six and three months ended June 30, 2010, the Company recorded $98,500 and $47,500 in advances, repayments of $10,000 and $10,000, and an additional $331,235 and $232,921 in interest and deferred expenses and reimbursements, respectively. For the six 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 $367,394 and $189,194 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. In February 2010, a renewal provisional patent application was filed. 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, in 2009 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 Conversions
On May 21, 2010, the Company issued 35,711 shares of common stock in conversion of $14,285 of convertible promissory notes and accrued interest. The share price used for the conversion was $0.40 per the terms of the convertible promissory notes issued in April 2010.
On May 10, 2010, an officer/director of the Company exercised 300,000 common stock options of varying prices in conversion of $228,334 of related party debt. The share prices ranged from $0.50 to $1.00.
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. Recent Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 amends ASC 820 to require a number of additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfers in or out of Level 3, and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. The ASU also clarifies the requirements for entities to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The amended guidance is effective for interim and annual financial periods beginning after December 15, 2009. ASU 2010-06 did not have a significan t effect on the Company’s financial statements.
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9. Memorandum of Understanding
On December 26, 2009, the Company entered into a memorandum of understanding (“MOU”) with a potential investor interested in acquiring a majority of the common stock of the Company from two of its officers/directors. Under the terms of the MOU, the potential investor paid $25,000 upon signing the MOU,with the balance of $225,000 being provided, and the officers/directors stock being acquired upon the satisfactory completion of the potential investor’s due diligence. In exchange for the $250,000, the Company is to issue a note payable that is convertible into the Company’s common stock. The Company received the initial $25,000 at the end of December 2009, and has since received an additional $25,000 during the first quarter 2010. These amounts have been recorded in the caption “Advances from financing agreements.
10. Tenancy Summons
In March 2010, the Company’s landlord filed a lawsuit against the Company for delinquent rents. The Company’s lease expired in July 2010, and the Company is in negotiations with the landlord regarding the delinquent rents and possible renewal of the lease agreement. Unpaid amounts due to the landlord are approximately $15,000 as of June 30, 2010.
11. MPM Mining, Inc.
The Company announced on May 3, 2010 that its wholly-owned subsidiary, MPM Mining, Inc. had entered into a joint venture agreement with Forbes Financial Group to restart the Company’s mining operations. On June 23, 2010, the Company announced that MPM Mining, Inc. had terminated its joint venture agreement with Forbes Financial Group effective June 21, 2010 because the Forbes Financial Group did not meet their financial obligations defined under the terms of the joint venture agreement.
12. Advances from Financing Agreements
In addition to the $50,000 noted above in Note 9, the Company received $10,000 on June 30 for which a convertible note, bearing interest at 8%, payable on demand after August 1, 2010, and convertible into common shares at $0.20 per share,, was issued on July 1. At June 30, the $10,000 has been recorded in the caption “Advances from financing agreements.
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, attract ion 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 una nticipated events.
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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.
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. In February 2010, a renewal patent application was filed. 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 continue to 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, 2010 and 2009 include the operations of AirPol, Skygas and MPM.
MPM’s consolidated net loss from operations for the six months ended June 30, 2010 was $765,301 or $0.11 per share compared to a net loss of $754,494, or $0.12 per share for the six months ended June 30, 2009.
Six and three months ended June 30, 2010 compared to six and three months ended June 30, 2009
For the six months ended June 30, 2010, MPM had a net loss of $765,301, or $0.11 per share compared to net loss of $754,494, or $0.12 per share for the six months ended June 30, 2009. Revenues increased 4% to $376,315 for the six months ended June 30, 2010 compared to $360,639 for the six months ended June 30, 2009. The revenue increase was due to two projects being substantially completed. This was offset by decreases in parts and service revenue compared to 2009. Costs of sales increased 8% to $203,335 for the six months ended June 30, 2010 compared to $189,004 for the six months ended June 30, 2009. This was due to lower margins for projects compared to parts and service. Operating expenses decreased 28% to $486,768 for the six months ended June 30, 2010 compared to $674,996 for the six months ended June 30, 2009, primarily due to stock-based compensation expense in 2009 related to option agreement amendments.
For the three months ended June 30, 2010, MPM had a net loss of $378,903, or $0.05 per share compared to a net loss of $391,972, or $0.06 per share for the three months ended June 30, 2009. Revenues increased 40% to $246,739 for the three months ended June 30, 2010 compared to $176,566 for the three months ended June 30, 2009. This was due to there not being any project revenue in the three months ended June 30, 2009. Costs of sales increased 46% to $128,764 for the three months ended June 30, 2010 compared to $87,901 for the three months ended June 30, 2009. This was due to there being no projects in the three months ended June 30, 2009. Operating expenses decreased 38% to $274,793 for the three months ended June 30, 2010 compared to $443,162 for the three months ended June 30, 2009, primarily due to stock-based compensation expense in 2009 related to option agreement amendments.
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The Company currently has no backlog of project work.
Financial Condition and Liquidity
For the six months ended June 30, 2010, the Company relied principally on cash from operations and loans from both outsiders and from officers/directors to fund its activities. Working capital deficit at June 30, 2010 was $14,924,290 compared to $14,453,054 at December 31, 2009. 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.
This item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulations.
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 2010, 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 state ment 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, 2010, 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.
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The Company’s landlord filed suit against the Company for delinquent rents. The Company’s lease expired in July 2010, and the Company is in negotiations with the landlord regarding the delinquent rents and possible renewal of the lease agreement.
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.
There are no senior securities issued by the Company.
MPM’s annual meeting of Stockholders was held on June 29, 2010. Following are the results of the stockholder voting:
Proposal 1 – Election of Directors
| Name | For | Withheld | |
| Michael J. Luciano | 4,438,425 | 500 | |
| Glen Hjort | 4,438,425 | 500 |
Each director was re-elected for a three-year term.
Total shares represented by proxy and in person: 4,438,925
Percentage of the outstanding votable shares: 63.34%
Outstanding votable shares: 7,007,796
None
| Exhibit No. | Description | |
| Form 8-K | On June 23, 2010, the Company filed this Form announcing the termination of a joint-venture agreement. This document is hereby incorporated by reference. | |
| Form 8-K | On May 3, 2010, the Company filed this Form announcing the formation of a joint-venture to restart its mining operations. This document is hereby incorporated by reference. | |
| 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. |
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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 23, 2010 | By: | /s/ Michael J. Luciano | |||
| (date) | Michael J. Luciano | ||||
| Chairman & CEO | |||||
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