SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  Form 10-KSB/A

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                         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 Identification Number)
incorporation or organization)

                 199 POMEROY ROAD, PARSIPPANY, NEW JERSEY 07054
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 973-428-5009


The undersigned registrant hereby amends the following items, financial
information, exhibits or other portions of its Annual Report on Form 10KSB for
the fiscal year ended December 31, 2003, as set forth in the pages attached
hereto:

PART 1
PART 11
ITEM 7. FINANCIAL STATEMENTS
PART III
CERTIFICATION

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             MPM Technologies, Inc.
                                  (Registrant)

                           By: /s/ Michael J. Luciano
                               ----------------------
                               Michael J. Luciano
                         Title: Chief Executive Officer

Date: June 29, 2005

<PAGE>


PART I

Item 1. Business

MPM Technologies, Inc. ("MPM" or "the Company") has three wholly-owned
subsidiaries: , AirPol, Inc. ("AirPol"), Nupower, Inc. ("Nupower") and MPM
Mining ("Mining"). MPM was incorporated in 1983. For the year ended December 31,
2004, AirPol was the only revenue generating entities.

On March 9, 2004, a petition was filed by MPM management for HES in court under
Chapter 7 of the U.S. Bankruptcy Code. Management determined that it was in the
best interests of the Company to take this action for the proper disposition of
the assets and liabilities of HES.

AirPol continues to operate in the air pollution control industry. It sells air
pollution control systems to Fortune 500 and other large industrial companies.
MPM continues its efforts in the development of a waste-to-energy process known
as "Skygas". These efforts are largely through MPM's participation in Nupower
Partnership in which MPM has a 58.21% interest through its ownership of Nupower.
Mining operations were discontinued several years ago. MPM's Board of Directors
had originally decided to sell the mining properties and the related buildings
and equipment. Currently, the Board has instructed management to continue to
hold the properties as an investment.

HUNTINGTON ENVIRONMENTAL SYSTEMS, INC.

Effective April 1, 1997, MPM acquired certain of the assets and assumed certain
of the liabilities of part of a division of United States Filter Corporation in
exchange for 146,666 shares of the Company's common stock. The transaction was
accounted for as a purchase. In connection with the acquisition, MPM formed a
wholly-owned subsidiary, HES, which assumed the assets and liabilities acquired.

As noted above, on March 9, 2004, a petition was filed for HES in court under
Chapter 7 of the U.S. Bankruptcy Code.

AIRPOL, INC.

Effective July 1, 1998, the Company acquired certain of the assets and assumed
certain of the liabilities of part of a division of FLS miljo, Inc. The
agreement called for the Company to pay $300,000 stock and $234,610 in cash. The
transaction was accounted for as a purchase.

AirPol designs, engineers, supplies and services air pollution control systems
for Fortune 500 and other environmental and industrial companies. The
technologies used by AirPol differ from those used by HES, and the companies are
in no way competitors.

The technologies of AirPol utilize wet and dry scrubbers, wet electrostatic
precipitators and venturi absorbers to control air pollution. AirPol brings over
30 years experience to MPM through its technologies and employees.

AirPol also owns a 40.1% interest in Sunic AirPol ("Sunic"), a joint venture
company located in Mainland China. Sunic's results are recorded on AirPol's
books using the equity method. Sunic is in the same business as AirPol.

NUPOWER, INC.

The Company 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.

<PAGE>


MPM MINING, INC.

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 Corporation, Freeport McMoran Gold Company and Hecla Mining Company in
addition to the efforts of MPM Mining. In 1998, the Board of Directors decided
to dispose of the mining properties. In early 2002, the Board of Directors
decided to hold the properties as an investment.

Due to the escalations in the prices of gold and silver, management has been
approached by several companies regarding the mining properties. Negotiations
are ongoing for either a partial sale or joint venture for the properties.

FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS

Management considers MPM's reportable segments to be business units that offer
different products. The business segments may be reportable because they are
each managed separately, or they design and engineer distinct products with
different applications in the air pollution control field. In the opinion of
management, Airpol and HES both operate in the same air pollution control field,
and the differences in the design and engineering of their respective products
are not sufficient to warrant individual segment reporting. MPM's other segments
are essentially non-operational at the present time, and, accordingly have been
aggregated for reporting purposes. Accordingly, for the years ended December 31,
2004 and 2003, the Company operated in one segment, and there is no separate
segment reporting required.

BACKLOG

MPM had a backlog of orders and work in progress at AirPol aggregating
approximately $1,000,000 at December 31, 2004. It is anticipated that operations
will consume these backorders during 2005. There is currently no other backlog
of orders for any of MPM's other businesses.

WASTE-TO-ENERGY

MPM's waste-to-energy process consists of an innovative technology known as
"Skygas". The process is used in the disposal and gasification of various forms
of non-metallic wastes. MPM continues to negotiate with interested entities for
the manufacture and operation of Skygas units. These negotiations are ongoing,
and MPM management is hopeful that there will be formal agreements in place
during 2005.

COMPETITIVE CONDITIONS

AirPol operates in extremely competitive environments. There are a number of
potential competitors for every job the companies bid on. The number of bidders
ranges from two or three to as many as seven or eight depending on the potential
customer and the work to be performed. The parts and service side of the
business tends to be somewhat less competitive since the parts and service work
are generally for units that have previously been sold and/or installed by the
companies.

There are a significant number of persons and companies developing or have
developed any number of waste-to-energy systems. Management of MPM believes that
its development of Skygas as a non-polluting and energy efficient system will
give it the necessary competitive edge in this area.

<PAGE>


Due to the large number of persons and companies engaged in exploration for and
production of mineralized material, there is a great degree of competition in
the mining part of the business. Since management has decided to sell its mining
holdings and equipment, it will no longer need to compete in this area.

SEASONAL VARIATIONS

The impact of seasonal changes is minimal on the air pollution control business
of AirPol. There may be some limitations on the installation of the air
pollution control units when the weather is more severe in the winter months in
those areas of the world where the weather is significantly colder in that
season. There have been, however, no discernible variations to date to indicate
that the business is subject to seasonal variations.

There are currently no seasonal influences on the ongoing development of the
Skygas process. It is also not expected that there will be any seasonal
variations when the Skygas units are produced.

EMPLOYEES

At December 31, 2004, MPM had three employees and there were five employees at
AirPol. MPM believes that its relations with its employees are good.

Item 2. Properties

AirPol leases its office space that expires in August of 2007. MPM has no
property related to its waste-to-energy operations. MPM believes that its
existing facilities are adequate for the current level of operations.

The principal properties of MPM's mining interests consist of the following
claims under control:

                  Owned by MPM:
                        Eight Patented Claims

                  Leased by MPM:
                         Seven Patented Claims

These claims amount to approximately 300 acres of land in Montana. MPM controls
eighteen former mine sites that have been inactive since 1930. Each of these has
old adits, tunnels and dump piles of known mineralized material. All testing and
metallurgical work has been completed. Management has directed MPM to hold these
interests as previously discussed. As noted above, several companies have
expressed interest in the mining properties. Management is considering either a
partial sale or a joint venture for the mining properties.

Item 3. Legal Proceedings

The Company filed a petition in court for HES under Chapter 7 of the U.S.
Bankruptcy Code on March 9, 2004. The disposition of the assets and liabilities
of HES will be determined by the bankruptcy court.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of the shareholders during the fourth
quarter of 2004.

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

<PAGE>


a)  Market Information

On February 18, 2003 MPM common stock began trading on the OTC Bulletin Board
under the trading symbol MPML The following table shows quarterly high and low
bid prices for 2004 and 2003 as reported by the National Quotations Bureau
Incorporated. These prices reflect interdealer quotations without adjustments
for retail markup, markdown or commission and do not necessarily represent
actual transactions.

                                                 High Bid          Low Bid
                                                 --------          -------
2004
----
First Quarter                                     $  .25           $  .18
Second Quarter                                       .25              .15
Third Quarter                                        .35              .21
Fourth Quarter                                       .65              .22

2003
----
First Quarter                                     $  .25           $  .18
Second Quarter                                       .25              .15
Third Quarter                                        .35              .21
Fourth Quarter                                       .65              .22

b) Holders

As of April 1, 2005, there were approximately 1,800 holders of record of the
Registrant's common stock.

c) Dividends

MPM has not paid dividends in the past. It is not anticipated that MPM will
distribute dividends for the foreseeable future. Earnings of MPM are expected to
be retained to enhance its capital and expand its operations.

d) Recent Sales of Unregistered Securities

     None

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

In addition to reading this section, you should read the consolidated financial
statements that begin on page F-1. That section contains all detailed financial
information including our results of operations.

a) Results of Operations

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 to
run this air pollution control business. As of April 1, 1997, MPM acquired
certain of the assets and assumed certain of the liabilities of a portion of a
division of United States Filter Corporation, and formed HES to operate this air
pollution control business. The results of operations for the years ended
December 31, 2004 and 2003 include the operations of HES and AirPol.

For the year ended December 31, 2004, MPM had consolidated revenues of
$1,849,948. Consolidated revenues for 2003 were $3,119,212. MPM's net loss for
the year was $1,905,446, or $0.60 per share. There were a number of significant
adjustments made by the Company that contributed to the loss. Revenues were
again hurt by the lack of enforcement of clean air laws. Air pollution control
companies depend heavily on the enforcement of clean air laws.

<PAGE>


MPM's management continues to work to restructure the Company. Management is
considering further reductions in personnel, office space, and other cost saving
changes. Other businesses are being evaluated to consider moving the Company's
business toward other more profitable ventures. There have been significant
consolidations in the air pollution control industry in the past few years. MPM
management's short term goal is to operate a lean, profitable company.

2004 COMPARED TO 2003

Revenues decreased $1,269,264 (41%) from $3,119,212 in 2003 to $1,849,948 in
2004. The net loss for 2004was $1,905,446 or $0.60 per share compared to
$3,961,318 or $1.27 per share in 2003.

Selling, general and administrative expenses decreased $1,589,904 (39%) from
$3,620,964 in 2003 to $2,031,060 in 2004. This was due largely to cost savings
related to personnel reductions.

LIQUIDITY AND CAPITAL RESOURCES

During 2004, funds for operations were provided principally by loans from an
officer/director. Current cash reserves and continuing operations of HES and
AirPol are not believed to be adequate to fund MPM's and its subsidiaries
operations for the foreseeable future. MPM management is also considering
alternative sources of capital such as private placements, other stock offerings
and loans from shareholders and officers to fund its current business and expand
in other related areas through more acquisitions.

Following is a summary from MPM's consolidated statements of cash flows:

                                                   Year ended
                                                   December 31,
                                                  -------------

                                                       2004            2003
                                                       ----            ----

    Net cash used in operating activities         $ (1,892,543)   $ (3,335,451)

    Net cash used in investing activities                    -               -

    Net cash provided by financing activities        1,890,478       3,331,402
                                                  -------------   -------------

    Net decrease in cash and cash equivalents     $     (2,065)   $     (4,049)
                                                  =============   =============

The net cash used in operating activities in 2004 and 2003 was due primarily to
net losses. This was due mainly to the decreased activity level at AirPol and
HES during 2004 and 2003.

The net cash provided by financing activities in 2004 of $581,516 was due to
primarily to loans from a related party.

Management believes its present sources of working capital are sufficient for
both its short and long-term purposes.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires
certain variable interest entities to be considered by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. The
adoption of FIN 46 did not have a significant impact on the Company's results of
operations or financial position.

<PAGE>


In December 2004, the FASB revised Statement No. 123, Accounting for Stock-Based
Compensation. This Statement supercedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation guidance. This Statement
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This Statement
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. This Statement does not
change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement 123 as originally issued and EITF
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." This Statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
Employers' Accounting for Employee Stock Ownership Plans. This Statement is
effective for the year ending December 31, 2005. It is not expected to have a
significant impact on the Company's results of operations or financial position.

In October 2002, the FASB issued Statement No. 147, Acquisitions of Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9. FASB Statement No. 72, Accounting for Certain Acquisitions
of Banking or Thrift Institutions, and FASB Interpretation No. 9, Applying APB
Opinions No. 16 and 17 When Savings and Loan Association or a Similar
Institution Is Acquired in a Business Combination Accounted for by the Purchase
Method, provided interpretive guidance on the application of the purchase method
to acquisitions of financial institutions. Except for transactions between two
or more mutual enterprises, this Statement removes acquisitions of financial
institutions from the scope of both Statement 72 and Interpretation 9 and
requires that those transactions be accounted for in accordance with FASB
Statements No. 141, Business Combinations, and No. 142, Goodwill and Other
Intangible Assets. Thus, the requirement in paragraph 5 of Statement 72 to
recognize (and subsequently amortize) any excess of the fair value of
liabilities assumed over the fair value of tangible and identifiable intangible
assets acquired as an unidentifiable intangible asset no longer applies to
acquisitions within the scope of this Statement. In addition, this Statement
amends FASB Statement No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer relationship
intangible assets of financial institutions such as depositor and borrower
relationship intangible assets and credit cardholder intangible assets.
Consequently, those intangible assets are subject to the same undiscounted cash
flow recoverability test and impairment loss recognition and measurement
provisions that Statement 144 requires for other long-lived assets that are held
and used. This Statement was effective for acquisitions on or after October 1,
2002. It did not have an impact on the Company's results of operations or
financial position.

In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
Compensation. This statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
Provisions of SFAS No. 148 were effective for the Company on December 31, 2002.
The adoption of SFAS No. 148 did not have a significant impact on the Company's
results of operations or financial position.

In April 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
The adoption of Statement No. 146 did not have a significant impact on the
Company's results of operations or financial position.

<PAGE>


In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement did not have a significant impact on the
Company's results of operations or financial position.

In November 2004 the FASB issued Statement No. 151, Inventory Costs - An
Amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "... under
some circumstances, items such as idle facility expense, excessive spoilage,
double freight, and rehandling costs may be so abnormal as to require treatment
as current period charges..." This Statement requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal". In addition, this Statement requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. This Statement if effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. This Statement
is not expected to have a significant impact on the Company's results of
operations or financial position.

The FASB has issued Statement No. 152, Accounting for Real Estate Time-Sharing
Transactions. This Statement amends FASB Statement No. 66, Accounting for Sales
of Real Estate, to reference the financial accounting and reporting guidance for
real estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-02, Accounting for Real Estate Time-Sharing Transactions. This
Statement also amends FASB Statement No. 67, Accounting for Costs and Initial
Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. The accounting for those
operations and costs is subject to the guidance in SOP 04-02. This Statement is
effective for fiscal years beginning after June 15, 2005 and is not expected to
have a significant impact on the Company's results of operations or financial
position.

The FASB issued Statement No. 153, Exchanges of Nonmonetary Assets. The guidance
in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. The guidance in the Opinion, however,
included certain exceptions to that principle. This Statement amends Opinion No.
29 to eliminate the exception for exchanges of nonmonetary assets that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This Statement is effective for nonmonetary exchanges
occurring in fiscal periods beginning after June 15, 2005 and is not expected to
have a significant impact on the Company's results of operations or financial
position.

IMPACT OF INFLATION

Although inflation has slowed in recent years, it is still a factor in our
economy and MPM continually seeks ways to mitigate its impact. To the extent
permitted by competition, AirPol passes increased costs on to its customers by
increasing prices over time. Management estimates that the impact of inflation
on the revenues for 2004 was negligible.

Since MPM did not engage in any mining operations, sales of metals or metal
bearing ores, and was in the development stage of the waste-to-energy process,
inflation did not materially impact the financial performance of those segments
of the MPM's business. Management estimates that the operations of MPM were only
nominally impacted by inflation.

<PAGE>


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-looking statements in this report, including without limitation,
statements relating to MPM's plans, strategies, objectives, expectations,
intentions and adequacy of resources, are made pursuant to the safe harbor
provisions of the Private Securities Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties including
without limitation the following: (i) MPM's loans, strategies, objectives,
expectations and intentions are subject to change at any time at the discretion
of MPM's management; (ii) MPM's plans and results of operations will be affected
by its ability to manage its growth and (iii) other risks and uncertainties
indicated from time to time in MPM's filings with the Securities and Exchange
Commission.

Item 7. Financial Statements

The financial statements follow on the next page.

<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                           DECEMBER 31, 2004 AND 2003

<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Balance Sheet as of December 31, 2004...........................F-3

Consolidated Statements of Operations for the years ended December 31,
 2004 and 2003...............................................................F-4

Consolidated Statements of Stockholders' Equity for the years ended
 December 31, 2004 and 2003..................................................F-5

Consolidated Statements of Cash Flows for the years ended December
 31, 2004 and 2003....................................................F-6 to F-7

Summary of Accounting Policies.......................................F-8 to F-10

Notes to Consolidated Financial Statements..........................F-11 to F-19

<PAGE>


           Report of the Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
MPM Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of MPM Technologies,
Inc. and Subsidiaries as of December 31, 2004 and the related consolidated
statements of operations, stockholders' equity (deficiency) and cash flows for
the years ended December 31, 2004 and 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MPM Technologies,
Inc. and Subsidiaries as of December 31, 2004, and the consolidated results of
their operations and cash flows for the years ended December 31, 2004 and 2003
in conformity with accounting principles generally accepted in the United States
of America.

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, the Company has not been able to generate any
significant revenues, has negative cash flows from operations and has a working
capital deficiency of $8,111,209 at December 31, 2004. 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. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As discussed in Note 17 to the consolidated financial statements, management has
corrected the classification of a liability and enhanced presentation and
disclosure of the consolidated financial statements. These changes have no
effect on the financial position or results of operations for the years
presented.

Rosenberg Rich Baker Berman & Co.
Bridgewater, New Jersey
May 12, 2005 (except for Note 17 as to which
the date is June 24, 2005)

                                       F-2
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

Current assets:
  Cash and cash equivalents                                      $       6,778
  Accounts receivable, less allowance for doubtful accounts of
   $154,047 (Note 10)                                                  121,650
  Costs and estimated earnings in excess of billings (Notes 1
   and 2)                                                              129,444
  Other current assets                                                  42,385
  Assets to be disposed of (Note 16)                                     2,995
                                                                 --------------
      Total current assets                                             303,252
                                                                 --------------
Property, plant and equipment (Notes 1 and 4)                           67,708
Mineral property held for investment (Note 11)                       1,070,368
Prepaid royalty (Note 12)                                              273,000
Purchased intangible, net of accumulated amortization of
 $472,500 (Note 14)                                                    202,500
Investments - at equity (Note 3)                                       119,577
Other assets, net                                                       88,918
                                                                 --------------
                                                                 $   2,125,323
                                                                 ==============

                       LIABILITIES AND STOCKHOLDERS EQUITY

Current liabilities:
  Accounts payable (Note 1)                                      $   1,125,978
  Accrued expenses (Note 1)                                             88,340
  Billings in excess of costs and estimated earnings (Notes 1, 2
   and 17)                                                             334,764
  Related party debt (Note 6)                                        4,200,462
  Liabilities to be disposed of (Notes 16 and 17)                    2,664,917
                                                                 --------------
      Total current liabilities                                      8,414,461

  Notes payable (Note 5)                                             3,085,075
                                                                 --------------
      Total liabilities                                             11,499,536
                                                                 --------------
Commitments and contingencies (Notes 7)
Stockholders' equity (deficiency) (Note 9):
  Common stock, $0.001 par value; 100,000,000 shares authorized;
   3,183,064 shares issued and outstanding                               3,183
  Additional paid-in capital                                        11,313,019
  Accumulated deficit                                             (20,690,415)
                                                                 --------------
      Total stockholders' equity (deficiency)                       (9,374,213)
                                                                 --------------
                                                                 $   2,125,323
                                                                 ==============


See accompanying summary of accounting policies and notes to the consolidated
financial statements.

                                       F-3
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      Year Ended December 31,
                                                  -----------------------------
                                                      2004             2003
                                                  -------------   -------------

Revenues (Notes 2)                                $  1,849,948    $  3,119,212
Cost of sales                                       (1,031,102)     (2,782,165)
                                                  -------------   -------------
Gross margin                                           818,846         337,047
Selling, general and administrative expenses        (2,031,060)     (3,620,964)
                                                  -------------   -------------

Loss from operations                                (1,212,214)     (3,283,917)
                                                  -------------   -------------

Other income (expense):
 Provision for pending lawsuit settlement                    -        (308,546)
 Gain on settlement                                    253,317         160,348
 Interest expense (Note 6)                            (500,455)       (562,398)
 Equity in earnings (loss) of unconsolidated
  jointly owned company                                 12,795         (66,272)
 Other income (expense), net                          (458,889)         99,467
                                                  -------------   -------------
Net other expense                                     (693,232)       (677,401)
                                                  -------------   -------------
Net loss from continuing operations                 (1,905,446)     (3,936,184)
                                                  -------------   -------------
Net loss from discontinued operations                        -         (25,134)
                                                  -------------   -------------
Net loss                                          $ (1,905,446)   $ (3,961,318)
                                                  =============   =============

Loss per share from continuing operations - basic
 and diluted                                      $      (0.60)   $      (1.31)
Loss per share from discontinued operations -
 basic and diluted                                       (0.00)          (0.00)
                                                  -------------   -------------
Loss per share - basic and diluted:               $      (0.60)   $      (1.31)
                                                  =============   =============

Weighted average shares of common stock
 outstanding - basic and diluted                     3,183,064       3,021,040
                                                  =============   =============

See accompanying summary of accounting policies and notes to the consolidated
financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>          <C>       <C>            <C>             <C>
                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY




                                                                                                Total
                                          Common Stock         Additional                   Stockholders'
                                      ---------------------     Paid-In       Accumulated      Equity
                                        Shares      Amount      Capital         Deficit      (Deficiency)
                                      -----------  --------  -------------  --------------  -------------

Balance, January 1, 2003               3,021,917     3,022     11,266,148     (14,823,651)    (3,554,481)

Common stock issued as compensation      161,147       161         46,871               -         47,032

Net loss                                       -         -              -      (3,961,318)    (3,961,318)
                                      -----------  --------  -------------  --------------  -------------

Balance, December 31, 2003             3,183,064     3,183     11,313,019     (18,784,969)    (7,468,767)
                                      -----------  --------  -------------  --------------  -------------

Net loss                                       -         -              -      (1,905,446)    (1,905,446)
                                      -----------  --------  -------------  --------------  -------------

Balance, December 31, 2004             3,183,064   $ 3,183   $ 11,313,019   $ (20,690,415)  $ (9,374,213)
                                      ===========  ========  =============  ==============  =============
</TABLE>

See accompanying summary of accounting policies and notes to the consolidated
financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                     <C>             <C>
                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                           Year Ended December 31,
                                                                        -----------------------------
                                                                            2004            2003
                                                                        -------------   -------------

Cash flows from operating activities:
 Net loss                                                               $ (1,905,446)   $ (2,895,144)
 Adjustments to reconcile net loss to net cash
 (used in) operating activities:
  Depreciation and amortization                                              221,670         345,568
  Stock based compensation                                                         -          47,032
  Loss on disposition of fixed assets                                        708,080         174,673
  (Gain)/Loss on minority owned joint venture                                (12,795)         66,272
  Loss on write-off of leasehold improvements due to terminated lease              -          12,980
  Change in assets and liabilities:
    Accounts receivable                                                      184,896         684,837
    Costs and estimated earnings in excess of billings                       (47,194)        408,641
    Inventories                                                                    -          29,604
    Other current assets                                                       8,357               -
    Other assets                                                              12,359           7,916
    Accounts payable and accrued expenses                                   (811,131)     (1,712,079)
    Billings in excess of costs and estimated earnings                       143,743          29,619
    Other current liabilities                                                      -               -
                                                                        -------------   -------------
Cash (used in) continuing operations                                      (1,497,461)     (2,800,081)
                                                                        -------------   -------------

Gain/(loss) from discontinued operations                                           -         (25,134)
Decrease in net assets of discontinued operations                            395,082         510,236
                                                                        -------------   -------------
Cash provided by (used in) discontinued operations                           395,082        (535,370)
                                                                        -------------   -------------

Net cash (used in) operating activities                                   (1,892,543)     (3,335,451)
                                                                        -------------   -------------

Cash flows from financing activities:
 Borrowings from related parties                                           1,575,193         447,665
 Proceeds from long-term debt                                                315,285       2,883,737
                                                                        -------------   -------------
Net cash provided by financing activities                                  1,890,478       3,331,402
                                                                        -------------   -------------

Net (decrease) in cash and cash equivalents                                   (2,065)         (4,049)
Cash and cash equivalents, beginning of year                                   8,843          12,892
                                                                        -------------   -------------
Cash and cash equivalents, end of year                                  $      6,778    $      8,843
                                                                        =============   =============
</TABLE>

See accompanying summary of accounting policies and notes to the consolidated
financial statements.

                                      F-6
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 Year Ended
                                                                 December 31,
                                                             -------------------
                                                               2004       2003
                                                             --------   --------
Supplemental Disclosures Of Cash Flow Information

Cash paid during the year for:
    Interest................................................ $ 4,227    $ 3,679


See accompanying summary of accounting policies and notes to the consolidated
financial statements.

                                      F-7
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

                         SUMMARY OF ACCOUNTING POLICIES

Operations, Principles of Consolidation and Basis of Presentation

MPM Technologies, Inc. (the Company) was incorporated as Okanogan Development,
Inc. on July 18, 1983, under the laws of the State of Washington. It was formed
primarily for the purpose of investing in real estate and interests in real
estate. On April 25, 1985, the Company combined with MADD Exploration (MADD), a
Montana partnership, and changed its name to Montana Precision Mining, Ltd. In
August 1995, the Company changed its name to MPM Technologies, Inc. As a result
of the combination with MADD, the Company acquired mining properties located in
Powell County, Montana. The Company is not currently engaged in exploration or
developmental mining activities in regard to these properties.

The accompanying consolidated financial statements include the accounts of the
Company and the following subsidiaries and other entities controlled by the
Company: Huntington Environmental Systems, Inc. (HES), AirPol, Inc. (AirPol),
MPM Mining, Inc., NuPower, Inc., NuPower (a General Partnership) and Skygas.
Intercompany accounts and transactions among the companies have been eliminated.

HES, a wholly owned subsidiary, was acquired on March 31, 1997 (See Note 1). HES
designs, engineers, supplies and services air pollution control systems for
Fortune 500 and other environmental and industrial companies worldwide. HES's
systems primarily utilize heat and chemicals to control air pollution. On March
9, 2004, management filed a petition in federal court under Chapter 7 of the
United States Bankruptcy Code. Accordingly, HES is accounted for as a
discontinued operation.

AirPol, a wholly owned subsidiary, was acquired on July 2, 1998 (See Note 1).
AirPol, like HES, designs, engineers, supplies and services air pollution
control systems. AirPol's systems, however, utilize wet and dry scrubbers, wet
electrostatic precipitators and venturi absorbers to control air pollution.

NuPower, a 58.21% owned partnership, is engaged in the research and development
of an electrothermal gasification process which will be utilized primarily in
the waste-to-energy field, although the process is expected to have applications
in other areas. This partnership was formed in 1986.

Skygas, an 85% directly and indirectly owned joint venture, was formed in 1990
for the purpose of commercializing the Skygas technology, which is a
disposal/gasification process that converts solid and semi-solid wastes into
clean, medium BTU syntheses gas. As of December 31, 2004 and 2003, participants
and interests owned in the Skygas venture included: NuPower (a 58.2% owned
subsidiary of the Company), 70%, MPM Technologies, Inc., 15%, and USF Smogless
of Milan, Italy (a subsidiary of United States Filter Corporation which also
owns shares of the Company totaling 6.83% of the common stock outstanding), 15%.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As of December 31, 2004, the
Company has a working capital deficiency, an accumulated deficit, and has not
been able to generate any significant revenues. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern. The Company plans to raise additional capital in the future. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Revenue Recognition

Contract revenue is recognized on the percentage-of-completion method in the
ratio that costs incurred bear to estimated costs at completion. Costs include
all direct material and labor costs, and indirect costs, such as supplies,
tools, repairs and depreciation. Selling, general and administrative costs are
charged to expense as incurred. Other revenue is recorded on the basis of
shipment or performance of services or shipment of products. Provision for
estimated contract losses, if any, is made in the period that such losses are
determined. During 2004 and 2003, no amounts were recognized for estimated
contract losses.

                                      F-8
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

The asset "costs and estimated earnings in excess of billings" represents
revenues recognized in excess of amounts invoiced. The liability "billings in
excess of costs and estimated earnings" represents invoices in excess of
revenues recognized.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation.
For financial reporting purposes, the costs of plant and equipment are
depreciated over the estimated useful lives of the assets, which range from
three to fifteen years, using the straight-line method.

Purchased Intangible

Purchased intangible represents the excess of the purchase price over the fair
value of net assets acquired and is being amortized on a straight-line basis
over its estimated period of future benefit of ten years. The Company
periodically evaluates the recoverability of purchased intangible. The
measurement of possible impairment is based primarily on the Company's ability
to recover the unamortized balance of the purchased intangible from expected
future operating cash flows on an undiscounted basis.

Asset Impairment

The Company evaluates its long-lived assets for financial impairment, and
continues to evaluate them as events or changes in circumstances indicate that
the carrying amount of such assets may not be fully recoverable. The Company
evaluates the recoverability of long-lived assets by measuring the carrying
amount of the assets against the estimated undiscounted future cash flows
associated with them. At the time such evaluations indicate that the future
undiscounted cash flows of certain long-lived assets are not sufficient to
recover the carrying value of such assets, the assets are adjusted to their fair
values.

Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
SFAS No. 109 uses the asset and liability method so that deferred taxes are
determined based on the estimated future tax effects of differences between the
financial statement and tax basis of assets and liabilities given the provisions
of enacted tax laws and tax rates. Deferred income tax expense or benefit is
based on the changes in the financial statement basis versus the tax bases in
the Company's assets or liabilities from period to period.

Research and Development Costs

Research and development costs are charged to expense as incurred.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising expense
was $1,287 and $18,071 for the years ended December 31, 2004 and 2003,
respectively.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
Those estimates and assumptions affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      F-9
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

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.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet as of December 31, 2004 for
cash equivalents, investments, accounts payable and accrued expenses approximate
fair value because of the immediate or short-term maturity of these financial
instruments. The fair value of notes payable and long-term debt approximates
their carrying value as the stated or discounted rates of the debt reflect
recent market conditions.

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial statement. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Warranty Reserve

The Company warranties its pollution control units for defects in design,
materials, and workmanship generally for a period of 18 months from date sold or
12 months from date placed in service. Provision for estimated warranty costs is
recorded upon completion of the project and periodically adjusted to reflect
actual experience.

Earnings Per Share

SFAS No. 128 requires dual presentation of basic earnings per share and diluted
earnings per share on the face of all income statements issued after December
15, 1997 for all entities with complex capital structures. Basic earnings per
share includes no dilution and is calculated by dividing income available to
common shareholders by the weighted average number of shares actually
outstanding during the period. Diluted earnings per share reflect the potential
dilution of securities (such as stock options, warrants and securities
convertible into common stock) that could share in the earnings of an entity. At
December 31, 2004 and 2003, outstanding options to purchase 1,864,508 shares of
the Company's common stock were not included in the computation of diluted
earnings per share as their effect would have been antidilutive. As the
Company's stock options are antidilutive, basic and diluted earnings per share
are the same for all periods presented.

                                      F-10
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Business Acquisitions

On March 31, 1997, the Company acquired an operating business from United States
Filter Corporation under the terms of an asset purchase agreement and
subsequently formed an Illinois corporation, Huntington Environmental Systems,
Inc., into which the acquired assets and liabilities were transferred. The
acquisition of HES was recorded under the purchase method of accounting;
accordingly, the results of operations of HES are included in the consolidated
statements of operations from the date of acquisition. The purchase price
consisted of the issuance of 146,667 shares of the Company's common stock valued
at $990,000. The excess of the fair value of the net assets acquired over the
purchase price was $944,889, which has been established as negative goodwill and
was being amortized over ten years.

On July 2, 1998, the Company acquired an operating business from FLS miljo, Inc.
under the terms of an asset purchase agreement and subsequently formed a New
Jersey corporation, AirPol, Inc., into which the acquired assets and liabilities
were transferred. The acquisition of AirPol was recorded under the purchase
method of accounting; accordingly, the results of operations of AirPol are
included in the consolidated statements of operations from the date of
acquisition. The total purchase price of AirPol was $534,610 and consisted of
$234,610 of cash and 96,884 shares of common stock of the Company valued at
$300,000. The excess of the purchase price over the fair value of the net assets
acquired was $760,532 and was being amortized over ten years.

As of July 2, 1998, the fair values of assets acquired and liabilities assumed
were as follows:

     Costs and estimated earnings in excess of billings.............. $ 248,038
     Plant, property and equipment...................................    89,539
     Goodwill........................................................   760,532
     Accrued expenses................................................   (15,751)
     Billings in excess of costs and estimated earnings..............  (547,748)
                                                                      ----------
                                                                      $ 534,610
                                                                      ==========

As of December 31, 2001, the Company wrote off the net balances of the goodwill
and negative goodwill. The effect of these write-offs was not material.

In September 2000, the Company entered into an agreement to acquire
substantially all of the stock of New Monitor Builders, Inc. Since the only
assets of New Monitor Builders were patents, the agreement was changed, and the
Company acquired only the patents. The Company issued 89,300 shares of its
common stock, and recorded the patents acquired at the market value of the stock
on its date of issue, $588,244. The patents were being carried at cost on the
accompanying financial statements. The patents were being amortized over the
life of the patents. During 2002, management took a charge to income for the
impairment of the New Monitor investment, based on the estimated fair market
value of the asset. This charge amounted to $514,000 and is included on the
consolidated statements of operations.

                                      F-11
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

2. Costs and Estimated Earnings on Contracts in Progress

Following is a summary of costs, billings, and estimated earnings on contracts
in progress as of December 31, 2004.


     Costs incurred on contracts in progress....................... $ 9,610,709
     Estimated earnings............................................     940,604
                                                                    ------------
                                                                     10,551,313
     Less billings to date.........................................  10,756,633
                                                                    ------------
                                                                    $  (205,320)
                                                                    ============

The above accounts are shown in the accompanying consolidated balance sheets
under these captions at December 31, 2004.


     Costs and estimated earnings in excess of billings............ $   129,444
     Billings in excess of costs and estimated earnings............    (334,764)
                                                                    ------------
                                                                    $  (205,320)
                                                                    ============

3. Investments at Equity

Investments in unconsolidated jointly owned companies in which the company has a
20% to 50% interest or otherwise exercises significant influence are carried at
cost, adjusted for the company's proportionate share of their undistributed
earnings or losses.

At December 31, 2004 the Company's investment accounted for using the equity
consists of a 40% ownership in Sunic- AirPol, Inc. As a result of this
investment, the Company recognized $12,795 of income and $66,272 of loss for the
years ended December 31, 2004 and 2003, respectivley.

4. Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31, 2004:

     Equipment..................................................... $   295,953
     Furniture and fixtures........................................      31,008
                                                                    ------------
                                                                        326,961
     Less accumulated depreciation.................................     259,253
                                                                    ------------
                                                                    $    67,708
                                                                    ============

Depreciation expense charged to operations was $152,165 and $293,230 in 2004 and
2003, respectively. In 2004, equipment was deemed to be permanently impaired in
the amount of $708,080, and was charged to expense.

5. Note Payable and Long-Term Debt

In December 2002, the Company entered into a revolving credit agreement with an
insurance company. Under the terms of its agreement, the Company 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 matures on
January 2, 2008. As of December 31, 2004, the Company has $3,085,075 of advances
(including accrued interest) outstanding under the agreement.

                                     F -12
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

In conjunction with the Company's acquisition of HES (See Note 1), the Company
assumed a long-term obligation totaling $1,200,000, which is payable in sixteen
annual installments of $75,000. As there was no stated interest rate on the
obligation, an imputed interest rate of 9%, which represented the Company's
estimated borrowing rate, was utilized. The payments due in 2004, 2003, 2002,
2001, 2000, 1999 and 1998 have not been made, as the Company believes the note
holder has breached the agreement. Under the terms of the agreement, non-payment
does not result in the debt being callable. At December 31, 2004, the carrying
value of the obligation, net of discount, was $993,677 plus accrued interest.
This amount is included in the accompanying balance sheet under the caption
"Liabilities to be disposed of".

6. Related Party Debt

Related party debt consists of advances received from various directors and
related parties. At December 31, 2004, amounts owed these related parties
totaled $4,200,462 due on demand.

7. Commitments and Contingencies

The Company leases office space and mineral properties under operating leases
that expire at various dates through 2008. Future minimum rental payments
required under operating leases that have initial and remaining noncancelable
terms in excess of one year are as follows:

     Year Ending December 31,
         2005...................................................... $   169,776
         2006......................................................     169,776
         2007......................................................     169,776
         Thereafter................................................      28,296
                                                                    ------------
                                                                    $   537,624
                                                                    ============

Rent expense for the years ended December 31, 2004 and 2003 was $131,108 and
$200,393, respectively.

The Company has entered into an exclusive license rights agreement for
technology to be utilized in its SkyGas venture. Pursuant to the terms of the
agreement, the Company has agreed to pay $72,000 annually through April 2007.
The agreement may be terminated by the Company at any time.

The Company is a defendant in various lawsuits, some of which seek substantial
monetary damages. The lawsuits include those brought against the Company for
breach of contract. The estimated losses as a result of the lawsuits total
$381,300 and was recorded as a charge to income on the 2003 consolidated
statement of operations.

                                      F-13
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

8. Income Taxes

As of December 31, 2004 the significant components of the Company's net deferred
tax asset is as follows:


     Net operating loss carryforward............................... $ 4,704,000
     Differences between book and tax depreciation.................     220,000
     Goodwill and purchase asset adjustments.......................      10,000
     Writedown of mineral properties...............................     136,000
     Other.........................................................      40,000
                                                                    ------------
                                                                      5,110,000
     Less: valuation allowance.....................................   5,110,000
                                                                    ------------
                                                                    $         -
                                                                    ============

As management of the Company cannot determine that it is more likely than not
that the Company will realize the benefit of the net deferred tax asset, a
valuation allowance equal to the net deferred tax asset has been established at
December 31, 2004.

At December 31, 2004, the Company has net operating loss carryforwards for
federal income tax purposes totaling approximately $13.4 million that expire in
the years 2005 through 2024. At December 2004, the Company has net operating
loss carryforwards for state income tax purposes totaling approximately $9.8
million that expire in the years 2005 through 2024.

9. Stockholders' Equity

Stock Option Plan

On May 22, 1989, the shareholders of the Company voted to approve a stock option
plan (the Plan) for selected key employees, officers and directors of the
Company. The Plan is administered by a Compensation Committee of the Board of
Directors (the "Committee") consisting of those directors of the Company and
individuals who are elected annually by the Board of Directors to the Committee.
The Board of Directors has chosen one of the Company's directors and one outside
individual to serve on the Committee. No director eligible to receive options
under the Plan may vote upon the granting of an option or Stock Appreciation
Rights (SAR) to himself or herself or upon any decision of the Board of
Directors or the Committee relating to the Plan. Under the Plan, a maximum of
236,667 shares were approved to be granted, which in 2003 was increased by
300,000. Generally, the Plan provides that the terms under which options may be
granted are to be determined by a Committee subject to certain requirements as
follows: (1) the exercise price will not be less than 100% of the market price
per share of the common stock of the Company at the time an Incentive Stock
Option is granted, or as established by the Committee for Non-qualified Stock
Options or Stock Appreciation Rights; and (2) the option purchase price will be
paid in full on the date of purchase.

                                      F-14
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

Qualified stock option activity under the Plan and non-qualified stock option
activity outside the Plan are summarized as follows:

                                                                       Weighted
                                                                       Average
                                                                        Option
                                                          Options        Price
                                                        ------------  ----------


     Outstanding at January 1, 2003                       1,451,258   $    2.11
     Granted                                                 50,000        0.22
     Exercised                                              (10,000)      (0.90)
     Expired                                                      -           -
                                                        ------------  ----------

     Outstanding at January 1, 2004................       1,864,508        1.83
     Granted.......................................               -           -
     Exercised.....................................               -           -
     Expired.......................................               -           -
                                                        ------------  ----------

     Outstanding at December 31, 2004..............       1,864,508   $    1.83
                                                        ============  ==========

                              Proforma Information

SFAS No. 123 requires the Company to provide pro forma information regarding net
loss and loss per share as if compensation cost for the Company's stock option
plan had been determined in accordance with the fair value based method
prescribed by SFAS No. 123. The Company estimates the fair value of each stock
option at the grant date by using the Black-Scholes option-pricing model with
the following weighted-average assumptions used: dividend yield of zero percent;
expected volatility of 23 percent; risk-free interest rate of 4.35 percent for
2003; and expected lives of ten years for 2003. The weighted average fair value
at date of grant for options granted to employees was $0.22 per option for 2003.
No options were granted in 2004. Under the accounting provisions of SFAS No.
123, the Company's net loss and loss per share for each of the two years in the
period ended December 31, 2003 would have been adjusted to the pro forma amount
indicated below:

                                                        Year Ended December 31,
                                                          2004          2003
                                                      -------------  -----------

     Net loss........................................
       As reported................................... $ (1,905,446)  (3,961,318)
       Pro forma..................................... $ (1,905,446)  (4,043,968)

     Loss per share..................................
       As reported................................... $      (0.60)       (1.31)
       Pro forma......................................$      (0.60)       (1.34)


The following table summarizes information about stock options outstanding at
December 31, 2004:

                                      F-15

<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

                                                                Options
                             Number          Weighted       Outstanding and
         Range of          Outstanding        Average     Exercisable Weighted
         Exercise        and Exercisable     Exercise      Average Remaining
          Prices           at 12/31/04         Price    Contractual Life (Years)
     ----------------   -----------------   ----------  ------------------------

     $          0.22             413,250    $    0.22              8.8
     $ 0.88 - $ 0.90             164,591    $    0.89              3.6
     $          2.00             710,000    $    2.00              6.4
     $          2.70             450,000    $    2.70              7.8
     $          3.00             126,667    $    3.00              6.5
                        -----------------               ------------------------

     $ 0.22 - $ 3.00           1,864,508    $    1.74              7.0
                        =================               ========================

10. Valuation and Qualifying Accounts

Allowance for doubtful account activity was as follows at December 31, 2004.


         Balance, beginning of year..............................   $    15,047
         Charged to (deducted from) expense......................       139,000
         Write-offs, net of recoveries...........................             -
                                                                    ------------
         Balance, end of year....................................   $   154,047
                                                                    ============

11. Mineral Properties

During 1998, the Board of Directors authorized a plan to dispose of the
Company's mineral properties and related mining assets. In 2001, the Board of
Directors changed this plan to hold the mineral properties as an investment.
Accordingly, the Company has classified these assets as mineral properties held
for investment in its balance sheet at December 31, 2004 and 2003.

12. Prepaid Royalty

During 1994, the Company entered into an agreement to sell certain equipment
related to the Skygas technology to the inventor of this technology in exchange
for a $275,000 note receivable. The note was collateralized by the equipment
sold. Under the agreement, the note was due in a balloon payment of $275,000 on
December 1, 1995 or at such time the Skygas process is placed into sustainable
commercial production. Additional renewals have not been negotiated and the
Company has recharacterized this former note receivable as prepaid royalties,
recoverable from future revenues resulting from the operation of the equipment.
The balance at December 31, 2004 was $273,000.

13. Related Party Transactions

The Company contracts for its shareholder relations services with an officer of
the Company. The Company incurred expenses to this related party for services in
2004 and 2003 of $57,200 and $53,416, respectively.

As of December 31, 2004 and 2003, a business owned by the Company's President
owed the Company $19,614 from the sale of certain equipment. This amount is
included in accounts receivable.

                                      F-16
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

14. Purchased Intangible

In 1996, the Company issued 133,333 shares of its common stock to acquire an
additional 15% interest in the SkyGas venture. The transaction was recorded at
$675,000 based on the then-fair value of the shares issued. In accordance with
FASB Technical Bulletin No. 84-1, the Company recorded an intangible asset
representing the additional interest purchased in SkyGas's patent and licensing
rights.

15. New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires
certain variable interest entities to be considered by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. The
adoption of FIN 46 did not have a significant impact on the Company's results of
operations or financial position.

In December 2004, the FASB revised Statement No. 123, Accounting for Stock-Based
Compensation. This Statement supercedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation guidance. This Statement
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This Statement
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. This Statement does not
change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement 123 as originally issued and EITF
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." This Statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
Employers' Accounting for Employee Stock Ownership Plans. This Statement is
effective for the year ending December 31, 2005. It is not expected to have a
significant impact on the Company's results of operations or financial position.

In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
Compensation. This statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
Provisions of SFAS No. 148 were effective for the Company on December 31, 2002.
The adoption of SFAS No. 148 did not have a significant impact on the Company's
results of operations or financial position.

In April 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
The adoption of Statement No. 146 did not have a significant impact on the
Company's results of operations or financial position.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement did not have a significant impact on the
Company's results of operations or financial position.

                                      F-17
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

In November 2004 the FASB issued Statement No. 151, Inventory Costs - An
Amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "... under
some circumstances, items such as idle facility expense, excessive spoilage,
double freight, and rehandling costs may be so abnormal as to require treatment
as current period charges..." This Statement requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal". In addition, this Statement requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. This Statement if effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. This Statement
is not expected to have a significant impact on the Company's results of
operations or financial position.

The FASB has issued Statement No. 152, Accounting for Real Estate Time-Sharing
Transactions. This Statement amends FASB Statement No. 66, Accounting for Sales
of Real Estate, to reference the financial accounting and reporting guidance for
real estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-02, Accounting for Real Estate Time-Sharing Transactions. This
Statement also amends FASB Statement No. 67, Accounting for Costs and Initial
Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. The accounting for those
operations and costs is subject to the guidance in SOP 04-02. This Statement is
effective for fiscal years beginning after June 15, 2005 and is not expected to
have a significant impact on the Company's results of operations or financial
position.

The FASB issued Statement No. 153, Exchanges of Nonmonetary Assets. The guidance
in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. The guidance in the Opinion, however,
included certain exceptions to that principle. This Statement amends Opinion No.
29 to eliminate the exception for exchanges of nonmonetary assets that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This Statement is effective for nonmonetary exchanges
occurring in fiscal periods beginning after June 15, 2005 and is not expected to
have a significant impact on the Company's results of operations or financial
position.

16. Discontinued Operations

On March 7, 2004, management filed a petition in federal bankruptcy court on
behalf of HES under Chapter 7 of the Bankruptcy Code. No gain or loss has been
reflected in the 2004 Statement of Operations as it is anticipated that the
result of the bankruptcy proceedings will be gains from the extinguishment of
debt and operations ceased early in 2003. The case remains in federal bankruptcy
court. The ultimate disposition of the assets and liabilities of HES and the
timing of such disposition will be at the discretion of the federal bankruptcy
trustee.

The assets of HES are shown on the accompanying balance sheet as "Assets to be
disposed of" and are comprised of the follwing:

     Cash                          $   482
     Fixed assets, net               1,821
     Other assets                      692
                                   --------

     Total                         $ 2,995
                                   --------


                                      F-18
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------

The liabilities of HES are shown on the accompanying balance sheet as
"Liabilities to be disposed of" and are comprised of the following:

     Accounts payable          $ 1,192,632
     Accrued expenses              478,618
     Note payable                  993,667
                               ------------

     Total                     $ 2,664,917


17. Restatement

Management has identified a liability that was misclassified on the accompanying
balance sheet. The result of the correction increased "Billings in excess of
costs and estimated earnings" and decreased "Liabilities to be disposed of" by
$68,764.

Management has also reevaluated the presentation of the financial statements and
completeness of the accompanying footnotes. As a result, management has enhanced
presentation and expanded certain disclosures.

The aforementioned changes to the consolidated financial statements have no
effect on the financial position and results of operations for the years ended
December 31, 2004 and 2003.

                                      F-19
<PAGE>


Item 8. Changes in and disagreements with accountants on Accounting and
        Financial Disclosure.

Not applicable

PART III

Item 9. Directors and Executive Officers of the Registrant

a) Identification of Directors
                                                            FIRST ELECTED
  NAME                 AGE       POSITION                   DIRECTOR
--------------------------------------------------------------------------------
Richard E. Appleby      65       Director                   4/25/1985
Glen Hjort              52       Director                   2/16/1998
Frank E. Hsu            59       Director                   6/24/2002
Richard Kao             64       Director                   6/28/1999
Michael J. Luciano      51       Director                   2/16/1998
L. Craig Cary Smith     55       Director                   4/25/1985
Daniel D. Smozanek      79       Director                   4/25/1985

The directors will serve until the next meeting of shareholders or until their
successors are elected and qualified.

b) Identification of Executive Officers.

  NAME                 AGE       POSITION                   OFFICER SINCE
--------------------------------------------------------------------------------

Richard E. Appleby      65       Vice President             4/25/1985
Glen Hjort              52       Chief Financial Officer    6/28/1999
Frank E. Hsu            59       Chief Operating Officer    6/24/2002
Robert D. Little        55       Secretary                  1/03/1991
Michael J. Luciano      51       Chairman & CEO             2/16/1998
Daniel D. Smozanek      79       Treasurer                  4/25/1985

The officers will serve until the next meeting of shareholders or until their
successors are elected and qualified.

c) Identification of Certain Significant Employees.

As of December 31, 2004, MPM was dependent upon the services of its principal
officers and directors. In the event that one of these persons should leave the
Company, there is no assurance that the Company can employ a suitable
replacement.

d) Family Relations

Michael J. Luciano, Chairman of the Board of Directors and Chief Executive
Officer is the nephew of Richard E. Appleby, Vice President and Director. There
are no other family relationships, whether by blood, marriage, or adoption,
between any executives and/or directors.

<PAGE>


e) Business Experience

Background

Michael J. Luciano was elected Chairman and Chief Executive Officer in 1999. In
1998, he was named Senior Vice President and elected a director. His continuing
responsibilities in addition to overall company management include negotiating
ventures and business opportunities in the U.S., Europe, Asia, and Africa. Mr.
Luciano was a co-owner of Morris County Sanitation Services, Inc. in East
Hanover, New Jersey where he was responsible for acquisitions, governmental
regulatory permitting and compliance. He is also the owner of MJL & associates
involved in consulting services specializing in solid waste facilities,
permitting, construction and operations. Mr. Luciano resides in Mt. Arlington,
New Jersey.

Glen Hjort was elected Chief Financial Officer in 1999 and has been a Director
since 1998. Mr. Hjort is a certified public accountant with over twenty five
years experience providing services to numerous corporate clients in a wide
variety of industries. Mr. Hjort resides in Palatine, Illinois.

Frank E. Hsu is Chief Operating Officer and was elected Director in 2002. Mr.
Hsu is a registered professional engineer with 29 years of experience in design,
manufacturing and construction of air pollution control equipment and solid
waste disposal systems. He holds a B.S. Degree in Civil engineering from Taiwan
Chen Kung University, an M.S. Degree in Environmental Engineering from New
Jersey Institute of Technology and an MBA Degree from Fairleigh Dickinson
University. Prior to joining AirPol in 1990, Mr. Hsu was Engineering Director of
Belco Pollution Control Corp. In addition to his engineering and business
management background, he also has extensive experience in international sales,
marketing and project execution. Mr. Hsu resides in Warren, New Jersey.

Richard E. Appleby is Vice President and a Director since 1985. He attended
postgraduate courses at Rutgers in Landscape Design, Landscape Maintenance and
Landscape Construction. From 1957 to 1973, Mr. Appleby was Superintendent and
Manager of A-L Services and for Farm Harvesting Co., constructing all types of
site development and landscape construction projects. From 1973 to 1980, he was
Vice President of A-L Services and since 1980, has been President of that
company. Mr. Appleby resides in Mendham, New Jersey.

Daniel D. Smozanek is Treasurer and a Director since 1985. From 1947 to 1972,
Mr. Smozanek was owner and President of Spring House Tree Service in Summit, New
Jersey. He has been involved in extensive real estate and land development in
New Jersey, Montana and Florida. From 1972 to 1980, he was a partner in land
development and real estate sales in the Eureka, Montana area. During this time,
he was also a partner in the exploration of 29 silver and copper mining claims
in the Flathead National Forest. Mr. Smozanek resides in Port St. Lucie,
Florida.

Robert D. Little is Secretary of the Company. He is a graduate of Central
Washington University with a Bachelor of Arts Degree in Sociology; graduate
studies at the University of Washington in Education and earned his Teacher
Certification at Seattle University. From 1985 to the present, Mr. Little has
been Manager for MPM and became Secretary of MPM in 1991. Mr. Little is the
owner of R.D. Little Company which specializes in assisting small public
companies with shareholder and investor relations from 1985 to the present. Mr.
Little resides in Spokane, Washington.

L. Craig Cary Smith has been a Director since 1985. Mr. Smith graduated from
Gonzaga Law School in 1981 and was admitted to the Washington State Bar that
same year. From 1981 to the present, Mr. Smith has been a partner in general
practice at Smith Hemingway Anderson P.S. in Spokane, Washington. Mr. Smith
resides in Spokane, Washington.

Dr. Richard Kao has been a Director since 1998. Dr. Kao has PhD and Master of
Science degrees in chemical engineering from the Illinois Institute of
Technology in Chicago, and a Bachelor of Science degree in chemical engineering
from Tunghai University in Taiwan. He presently serves as senior vice president
of Unitel Technologies, Inc., and is responsible for the research, development,
economic evaluation, assessment and upgrade of new technologies for commercial
application for chemical, petroleum, solid/semi-solid/liquid waste, synthetic
fuel, food, pulp, and paper industries. Prior to joining Unitel, he was Director
of Technologies for the Gas Technology Institute (1967-1982). Prior to joining
Unitel, he was Director of Technologies for Xytel Corporation (1988-1996). He is
a registered professional engineer in Illinois and a member of Sigma Xi and the
National Society of Professional Engineers. Dr. Kao resides in Northbrook,
Illinois.

<PAGE>


(2) Directorships

None of the directors of the Company are directors of other companies with
securities registered pursuant to section 12 of the Exchange Act or subject to
the requirements of section 15(d) of such act or any company registered under
the Investment Company Act of 1940.

f) Involvement in Certain Legal Proceedings.

   Not Applicable

g) Promoter and Control Persons.

   Not Applicable

Item 10. Executive Compensation

The following table shows the remuneration of officers and directors in excess
of $100,000 in 2004 and 2003.
<TABLE>
<CAPTION>
<S>          <C>     <C>         <C>       <C>           <C>        <C>     <C>         <C>
Summary Compensation Table
--------------------------
                                        Annual Compensation
Name and
Principal
Position      Year     Salary     Bonus(s)  Compensation  Awards(s) ($)SARs ($)Payout(s) ($) Compensation
---------------------------------------------------------------------------------------------------------
Michael J.
Luciano       2004   $ 120,000
CEO           2003   $ 300,000 (1)

Robert D. (2)
Little        2004                           $  57,200
Secretary     2003                           $  53,416

(1)  Of the $300,000, $150,000 was paid in cash with the balance accrued for
     payment at such time as the Board of Directors deems appropriate.

(2)  MPM contracts with Mr. Little for its shareholder relations services.
     Expenses related to this were $71,636 and $53,416 for 2004 and 2003,
     respectively.
</TABLE>

<PAGE>


Option Grants In 2004 Fiscal Year Individual Grants Individual Grants
---------------------------------------------------------------------
                                                     Market
                     % of Total                      Price on
        Options    Options Granted    Exercise or    Date of     Expiration
Name    Granted     In Fiscal Year    Base Price     Grant          Date
----    -------    ----------------   -----------    --------    ----------

                                         NONE


Aggregated Option/SAR Exercises in Last Fiscal Year and FYE 2003 Option/SAR
Values
--------------------------------------------------------------------------------

                                                Number of
                                                Securities         Value of
                                                Underlying         Unexercised
                                                Unexercised        In-The-Money
                                                Options/SARs       Options/SARs
                     Shares                     At FY-End (#)      At FY-End
                     Acquired     Value         Exercisable/       Exercisable/
Name                 On Exercise  Realized ($)  Unexercisable      Unexercisable
--------------------------------------------------------------------------------

Michael J. Luciano      None                     621,890             $ 105,721
                                                 Exercisable

Robert D. Little        None                     60,223              $  44,238
                                                 Exercisable

L. Craig Cary Smith     None                     45,389              $  41,716
                                                 Exercisable

Frank E. Hsu            None                     140,000             $  23,800
                                                 Exercisable

Glen Hjort              None                     90,000              $  15,300
                                                 Exercisable

Richard E. Appleby      None                     38,000              $  24,700
                                                 Exercisable

Daniel D. Smozanek      None                     8,000               $   5,200
                                                 Exercisable

a) Current Remuneration.

Except as noted above, none of the officers or directors is compensated for
their services as an officer or director. Each is reimbursed for out-of-pocket
expenses incurred on MPM business.

b) Proposed Remuneration.

It is not contemplated that any other salaries will be paid unless, and until
such time as, MPM may require full time commitments from any officer or
director. MPM's officers and directors are committed to the long-term success of
the Company, and have, accordingly, weighted heavily any benefits received in
the form of stock and stock options.

<PAGE>


c) Incentive and Compensation Plans and Arrangements.

MPM has no retirement, profit sharing, pension, or insurance plans covering its
officers and directors. No advances have been made, nor are any contemplated, by
MPM to any of its officers or directors.

The shareholders of MPM, at the Annual Shareholders Meeting on May 22, 1989,
voted to approve a stock option plan for selected employees, officers and
directors of MPM. The purpose of the option plan is to promote the interests of
MPM and its stockholders by attracting, retaining and stimulating the
performance of selected employees, officers and directors and giving such
employees the opportunity to acquire a proprietary interest in MPM's business
and an increased personal interest in this continued success and progress. At
the Annual Meeting of Shareholders held on June 26, 2003, the shareholders
approved an amendment to the stock option plan therefore increasing the number
of shares in the plan by 300,000.

Item 11. Security Ownership of Certain Beneficial Owners and Management

a) Security Ownership of Certain Beneficial Owners.

Except as noted in part b. below, no person or group was known by the Registrant
except as noted below to own more than five percent (5%) of its common stock at
December 31, 2004.

b) Security Ownership of Management as of April 1, 2005.

The following table sets forth, as of April 1, 2005 the amount and percentage of
the Common Stock of MPM, which according to the information supplied to MPM, is
beneficially owned by management, including officers and directors of MPM.
Except as otherwise specified, the persons named in the table have sole voting
power and investment power with respect to all shares of Common Stock
beneficially owned by them.

Title of   Name of                 Amount and Nature of        Percent
Class      Beneficial Owner        Beneficial Ownership [1]    of Class
-----      ----------------        --------------------        --------
Common     Michael J. Luciano        973,910 [2]                21.71
Common     Robert D. Little          267,966                     5.97
Common     L. Craig Cary Smith       246,724                     5.50
Common     Richard E. Appleby        221,155                     4.93
Common     Frank E. Hsu              176,404                     3.93
Common     Daniel D. Smozanek        160,257                     3.57
Common     Glen Hjort                101,833                     2.27
Common     Richard Kao                64,222                     1.43
Common     As A Group              2,211,136                    49.30

[1]  Includes options available for exercise aggregating 1,403,502 shares for
     the entire group.

[2]  Does not include 396,509 shares (8.84%) of the Company's outstanding shares
     including options available for exercise owned by a trust for which Mr.
     Luciano is the Trustee.


c.) Changes in Control.

There are no contractual arrangements of any kind, known to MPM, which may at a
subsequent date result in a change in control of MPM.

<PAGE>


Item 12. Certain Relationships and Related Transactions

a.) Transactions with Management and Others.

No Officers or Directors of MPM, or nominees for election as Director, or
beneficial owners of more than five percent of MPM's voting stock, or members of
their immediate families had any material transactions with MPM other than as
set forth in part b. of this item.

b.) Certain Business Relationships.

In September 2001, Michael J. Luciano, Chairman and Chief Executive Officer
loaned the Company approximately $600,000 evidenced by a convertible promissory
note. Under the terms of the promissory note, the principal and any unpaid
accrued interest may be converted to common stock at the option of the note
holder.

Under the terms of an agreement with Michael J. Luciano, Chairman and Chief
Executive Officer, in April 1999, MPM issued 150,000 shares of its common stock
at the then current market price of $2.00 in exchange for $300,000 cash. MPM
also issued convertible debentures aggregating $400,000 which were convertible
to common stock at the discounted price of $0.40 per share. These debentures
were converted concurrently with the stock issue and resulted in an additional
333,333 shares being issued. The discount of $266,666 was treated as a financing
charge against MPM's income for 1999. At the same time, MPM issued a note
payable to Mr. Luciano in the amount of $400,000 with interest only payments
monthly through March 2004 and the entire principal balance due in April 2004.
In 2000, MPM issued 100,000 shares of its common stock in settlement of the
debt.

At December 31, 2004 and 2003, Richard Appleby was owed $282,741 and $210,296,
respectively, pursuant to unsecured demand notes.

MPM has a contract with R.D. Little Co. to provide shareholder and investor
relations services. Robert D. Little, Secretary of the company owns R.D. Little
Co. For the years ended December 31, 2004 and 2003, MPM paid $71,636 and $53,416
for these services, respectively.

It is the opinion of management that the amount and terms for leases and
services from affiliates are comparable to those which might be obtained from
unaffiliated parties.

c)  Other Information

    None

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A)  Exhibits and Financial Statements have been previously reported or are
     being shown as an exhibit in this Form 10-KSB/A

(B)  Reports on Form 8-K

     None

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 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.

         By: /s/ Michael J. Luciano
             ----------------------

         Title: Chariman and Chief Executive Officer
                ------------------------------------

         Date: June 29, 2005


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

/s/ Michael J. Luciano                        /s/ Glen Hjort
----------------------                        --------------
Michael J. Luciano                            Glen Hjort
Chairman & Chief Executive Officer            Chief Financial Officer & Director
Dated: June 29, 2005                          Dated: June 29, 2005


/s/ Frank E. Hsu                              /s/ Daniel D. Smozanek
------------------                            ----------------------
Frank E. Hsu                                  Daniel D. Smozanek
Chief Operating Officer & Director            Treasurer & Director
Dated: June 29, 2005                          Dated: June 29, 2005


/s/ Richard E. Appleby                        /s/ L. Craig Cary Smith
----------------------                        -----------------------
Richard E. Appleby                            L. Craig Cary Smith
Vice President & Director                     Director
Dated: June 29, 2005                          Dated: June 29, 2005


/s/ Richard Kao
---------------
Richard Kao
Director
Dated: June 29, 2005

<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

In connection with the Annual Report of MPM Technologies Inc. (the "Company") on
Form 10KSB for the period ending December 31, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I Michael J. Luciano,
Chairman and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and result of operations of the Company.

/s/ Michael J. Luciano
----------------------

Michael J. Luciano
Chairman and Chief Executive Officer
June 29, 2005

<PAGE>


                                  CERTIFICATION


I, Michael J. Luciano, CHIEF EXECUTIVE OFFICER of MPM TECHNOLOGIES, INC. certify
that:

1.   I have reviewed this Form 10-KSB 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: June 29, 2005                                  /s/ Michael J. Luciano
-------------------                                  ----------------------
                                                     Michael J. Luciano
                                                     Chief Executive Officer

<PAGE>


                                  CERTIFICATION

I, Glen Hjort, CHIEF FINANCIAL OFFICER of MPM TECHNOLOGIES, INC. certify that:

1.   I have reviewed this Form 10-KSB 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: June 29, 2005                                  /s/ Glen Hjort
--------------------                                 --------------------
                                                     Glen Hjort
                                                     Chief Financial Officer