August 17, 2005
Mr. Glen Hjort
Chief Financial Officer
MPM Technologies, Inc.
199 Pomeroy Road
Parsippany, NJ 07054
Re: MPM Technologies, Inc.
Form 10-KSB/A for the Fiscal Year Ended December 31,
2004
Filed July 1, 2005
File No. 000-14910
Dear Mr. Hjort:
We have reviewed your Form 10-KSB/A for the Fiscal Year
Ended
December 31, 2004 and have the following comments. We have
limited
our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 10-KSB/A for the Fiscal Year Ended December 31, 2004
General
1. Please furnish the information required by Items 307 and 308 of
Regulation S-B pursuant to the instructions under Item 8A. to the
Form
10-KSB.
2. Please conform your Rule 13a-14(a)/15d-14(a) certifications to
the
certifications set forth in Item 601 of Regulation S-B.
Notes to Consolidated Financial Statements, page F-11
Note 11. Mineral Properties, page F-16
3. We note that you state on your website,
http://www.mpmtech.com/mpm_mining.html, in regard to MPM Mining:
"The
company is actively seeking a joint venture partner to do further
exploration and development work and to bring the property into
production." Please reconcile this statement with what you
disclose
in Note 11 on page F-16: "...the Board of Directors [plans] to
hold
the mineral properties as an investment."
Engineering Comments
General
4. You disclose the mining properties have proven or reserves on
your
website, but you do not disclose any reserve quality and quantity
information or mining property descriptions in this filing.
Unless
these mining properties are not a material to the company
operations
or assets, amend the filing and include the proven and probable
reserves. Describe how these reserves were determined. It is the
staffs` position that reserves should be based on the following:
* A "final" or "bankable" feasibility study is required to meet
the
requirements to designate reserves under Industry Guide 7.
* A historic three year average price is to be used in any reserve
or
cash flow analysis to designate reserves.
* To meet the "legal" part of the reserve definition, the primary
environmental analysis or document should have been submitted to
governmental authorities.
Revise the filing accordingly.
5. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, please disclose that your management lacks technical
training and experience with exploring for, starting, and/or
operating
a mine. With no direct training or experience in these areas,
your
management may not be fully aware of many of the specific
requirements
related to working within this industry. Their decisions and
choices
may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use.
Consequently,
your operations, earnings, and ultimate financial success could
suffer
irreparable harm due to management`s lack of experience in this
industry.
6. For the property, provide the disclosures required by Industry
Guide 7 (b). In particular, provide:
* The location, means of access to the property, and
transportation
from the property.
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property and its`
present
condition.
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future costs.
* The source of power and water that can be utilized at the
property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
7. Insert a small-scale map showing the location and access to the
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these maps in any future amendments that are
uploaded
to EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location
when the document is viewed on the Internet. For more
information,
please consult the EDGAR manual, and if addition assistance is
required, please call Filer Support at 202-942-8900. Otherwise,
provide the map to the staff for review.
Form 10-KSB, Page One
8. Clarify which fiscal year applies to this amended filing. The
registrant indicates the December 31, 2003 filing is amended with
this
form in the middle of the first page.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Ryan Milne at (202) 551-3688, or April
Sifford,
at (202) 551-3684 if you have questions regarding comments on the
financial statements and related matters. You may contact Ken
Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Mr. Ryan Milne
Mr. Ken Schuler
Mr. Glen Hjort
MPM Technologies, Inc.
August 17, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010