SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  Form 10-K/A2

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
                         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

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: None

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:  None

                        COMMON STOCK, PAR VALUE OF $0.001
                        ---------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or  shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for the most recent fiscal year: $ 2,715,205

The  aggregate  market  value  of the  voting  and  non-voting  equity  held  by
non-affiliates  computed by reference to the closing price of $0.25 at which the
common equity was sold as of April 14, 2008 was $1,565,766.

The number of shares  outstanding of the  registrant's  common stock as of April
14, 2008 was 6,263,064.

Transitional Small Business Disclosure Format Yes __   No X


<PAGE>

This  Form  10-K/A2  (Amendment  #2) is being  amended  to  remove  management's
assessment  of  internal  control in Part I, and to add a  conclusion  regarding
internal controls in Item 8.

PART I

Item 1.  Business

Incorporated in 1983, MPM Technologies, Inc. ("MPM" or "the Company") as of year
ended  December 31, 2007,  had three wholly  owned  subsidiaries:  AirPol,  Inc.
("AirPol"),  Nupower,  Inc. ("Nupower") and MPM Mining Inc. ("Mining").  For the
year ended December 31, 2007, AirPol was the only revenue generating entity.

AirPol operates in the air pollution  control  industry.  It sells air pollution
control systems to Fortune 500 and other large  industrial  companies in the U.S
and worldwide.

The Company, through its wholly-owned  subsidiary,  NuPower, Inc., is engaged in
the  development and  commercialization  of a  waste-to-energy  process known as
Skygas(TM). These efforts are largely through NuPower's participation in Nupower
Partnership in which MPM has a 58.21% partnership interest.  NuPower Partnership
owns 85% of the Skygas Venture. In addition to its partnership  interest through
NuPower Inc, MPM also owns 15% of the Venture.

Mining operations were  discontinued  several years ago. In 1998, MPM's Board of
Directors  decided to sell the mining  properties and the related  buildings and
equipment.  In early 2002 the Board of  Directors,  based upon the  increase  in
precious  metals  prices,  decided  to hold  the  properties  as an  investment.
Management  is  actively  seeking a  joint-venture  partner  with the  necessary
financial  abilities  to further  explore  and develop  the  properties  thereby
greatly enhancing the company's investment.

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

A typical air pollution control system consists of the following components:

     1.   A gas duct from the polluting  process equipment that can be a boiler,
          kiln, incinerator or dry;
     2.   A  scrubber,  or a wet  electrostatic  precipitator  for dust  removal
          purposes;
     3.   An acid gas absorber for the removal of acid gas from the flue gas;
     4.   An induced  draft fan to provide  suction to draw the flue gas through
          the air pollution control system; and
     5.   A stack for the discharge of cleaned flue gas into the atmosphere.


<PAGE>

In building the systems,  AirPol personnel conduct  engineering design work, and
produce design drawings for the fabrication of steel or plastic  vessels,  steel
supports  and  access  facilities.   AirPol  personnel  also  prepare  equipment
specifications  for  needed  equipment  such  as  spray  nozzles,  pumps,  fans,
instrumentation and controls.  AirPol personnel then retain a fabricator for the
fabrication of the system's components. AirPol personnel arrange for delivery of
these to the customer's  location.  Normally,  AirPol is not responsible for the
installation of the systems.  In this case, AirPol personnel will arrange for an
erection   supervisor  to  make  sure  the  installation  meets  AirPol  quality
standards.  If  AirPol  is  responsible  for the  installation,  they  will hire
mechanical and electrical contractors to perform the installation.

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 partnership interest, MPM owns 15% of the Venture.

MPM MINING, INC.

The  company  owns 7.5  patented  claims  and 2  unpatented  claims and leases 7
patented claims with options to purchase on approximately 300 acres in Montana's
historical  Emery  Mining  District.  It also  owns a  200-ton  per  day  onsite
floatation  mill.  Companies such as Exxon  Corporation,  Freeport  McMoran Gold
Company  and Hecla  Mining  Company in  addition  to MPM Mining  have  conducted
extensive exploration in the area.

MPM  management  believes that resuming  mining  operations is a way to generate
positive  cash flows and mitigate the  continuing  losses from other  operations
given the current market prices and conditions for precious metals. Accordingly,
management will investigate its needs to make this happen.

Following several geologist  reports,  assays and  recommendations,  the company
built a 200 ton per day ball mill using floatation tanks to process screened and
crushed  ore.  It took two years to build,  equip and test the mill at a cost of
approximately  $800,000. The mill is in operable condition with all equipment in
good repair.

The company has Rake classifier ship, Wilfley Concentrate table, Marcy ball mill
5'x4', flotation machines and equipment,  Denver water pumps, 3 deck concentrate
table, Hardinge ball mill and Elmco filter press. There is an office trailer and
living quarters for personnel including a deep well and septic system. There are
two storage ponds and a creek running through the property.

MPM has spent over $1.3 million on exploration and drilling  programs  including
work done by Exxon,  Freeport  McMoran,  and most recently Hecla Mining Company.
Hecla's  drilling  results were  extremely  encouraging in that some drill holes
confirmed the possibility of open pit mining and that certain  mineral  deposits
might be enlarged and improved in grade by further drilling. Additionally, there
is considerable evidence of significant  mineralized materials awaiting drilling
programs.


<PAGE>

The  company  has  utilized  reverse   circulation  and  diamond  core  drilling
techniques in five  different  programs the total of which are 182 drilled holes
averaging 90' in depth. Additionally, 15 trenches 18' deep and 6' wide were dug.
All were assayed with all showing mineralization.  There have been 5 exploration
programs to date:

MPM Mining 6 drill holes 1983-84.
MPM Mining 13 drill holes and 15 trenches 1986
Freeport McMoran Gold Co. 78 drill holes 1988-89
Pegasus Gold Corp 3 drill holes 1990
Hecla Mining Co. 82 drill holes 1991-92

--------------------------------------------------------------------------------

                                 MPM MINING INC
                       EMERY DISTRICT MINERALIZED MATERIAL
                       -----------------------------------

                            Tons                            Ounces Per Ton
                            ----                            --------------
Location                                                Gold             Silver
--------                                                -----            ------
Emery Mine                  57,941                      0.372            15.39
Emery Stockpiles            38,859                      0.120             4.28
Bonanza                    218,579                      0.132             2.06
Hidden Hand                208,619                      0.123              --

--------------------------------------------------------------------------------

The properties are in mineralized zones containing gold, silver,  lead and zinc.
Located on the properties are former mine shafts,  tunnels,  mineral  stockpiles
and stopes (in tunnels) with valuable low-grade  mineralization.  All areas have
been trenched, core drilled and assayed to prove mineralization.  The properties
contain both  underground and near surface  minerals.  Additionally  there are 8
stockpiles with good assayed results of mineralization. The old time miners were
after  high-grade ore and not interested in lower grade mineral  surrounding the
vein. The mineral taken from shafts,  tunnels and around the high-grade vein was
transported to these stockpiles.

The total cost of purchasing the properties,  leasing  properties,  building and
equipping  the ball mill,  infrastructures  and  bringing  power line to replace
generators  is estimated at  $4,000,000.  Current  expenses  that include  lease
payments and taxes are under $10,000 per year. In the past power was supplied by
two large capacity  generators.  At a time the mill is reopened power lines will
be brought in from Deer Lodge,  Montana at an estimated cost of $200,000. A deep
well and Sterret Creek supplies all water needs.


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.  Airpol operates in
the  air  pollution   control  field.   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, 2007 and 2006,
the Company operated in one segment,  and there is no separate segment reporting
required.


<PAGE>

BACKLOG

MPM had no backlog of orders or work in progress at AirPol at December 31, 2007.
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 2008.

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(TM) as a  non-polluting  and energy  efficient  system
will give it the necessary competitive edge in this area.

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.


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(TM)  process.  It is also not  expected  that there will be any  seasonal
variations when the Skygas(TM) units are produced.

EMPLOYEES

At December 31, 2007,  MPM had three  employees and there were four employees at
AirPol. MPM believes that its relations with its employees are good.

Item 2.  Properties


<PAGE>

AirPol leases its office space under a lease that expires in August of 2008. 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 MPM  Mining  property  is  located in the Emery  Mining  District  of Powell
County,  Montana  approximately seven miles northeast of Deer Lodge,  Montana. A
road maintained by the county runs though or nearby company properties, mill and
infrastructures.  All titles to the company's properties are secured. All leased
claims are up to date and paid in full.

The company owns 7.5 patented claims, 2 unpatented  claims and leases 7 patented
claims. Each leased claim contains an option to purchase.  The properties are in
mineralized  zones  containing  gold,  silver,  lead and  zinc.  Located  on the
properties are former mine shafts,  tunnels,  mineral  stockpiles and stopes (in
tunnels) with valuable low-grade  mineralization.  All areas have been trenched,
core drilled and assayed to prove mineralization.

These  claims  amount to  approximately  300  acres of land in the Emery  Mining
District,  Powell County Montana.  MPM controls  eighteen former mine sites that
have been inactive since 1930. Each of these has old adits,  tunnels and mineral
stockpiles of known mineralized material. All testing and metallurgical work has
been completed. As noted above, the Board of Directors has instructed management
to hold these properties as an investment. Management believes there is interest
in the mining  properties and is currently  investigating  various joint venture
options.


                     [GRAPHIC ATTACHED IN SUPPLEMENTAL PDF]


Item 3.  Legal Proceedings


<PAGE>

None

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 2007.


PART II

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

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 2007 and 2006 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
                                            --------          -------
2007
First Quarter                                $1.00            $  .50
Second Quarter                                1.15               .50
Third Quarter                                 1.10               .50
Fourth Quarter                                 .95               .27

2006
First Quarter                                $ .40            $  .10
Second Quarter                                1.05               .15
Third Quarter                                  .85               .25
Fourth Quarter                                 .69               .25

b) Holders

As of April 14, 2008,  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


<PAGE>

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. The results of operations for the years
ended December 31, 2007 and 2006 include the operations of AirPol.

For the  year  ended  December  31,  2007,  MPM  had  consolidated  revenues  of
$2,715,205.  Consolidated revenues for 2006 were $1,729,257.  MPM had a net loss
for the year 2007 of $2,301,682, or $0.37 per share. MPM's net loss for 2006 was
$1,651,804,  or  $0.49  per  share.  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. Parts and service revenues  increased in 2007
over 2006 as the company recovered from the loss in 2006 of a major after-market
customer.

MPM's management continues to work to bring the Company to profitability.  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.

2007 COMPARED TO 2006

Revenues  increased  $985,948 (or 57%) from  $1,729,257 in 2006 to $2,715,205 in
2007. This included an increase in project revenues of $714,117,  while revenues
from parts and service  increased by $271,831.  The increase in project revenues
was due primarily to increased demand for air pollution control systems stemming
from somewhat  improved  enforcement of the government's  air pollution  control
laws.  Parts and service  revenues,  which  include sales of spare parts used to
maintain existing Air Pol  installations,  and sales of services which customers
use to also maintain the existing systems,  increased because of the recovery of
that side of the business  after an unusually  slow 2006.  The net loss for 2007
was  $2,301,682 or $0.37 per share  compared to $1,651,804 or $0.49 per share in
2006.

Selling,  general and administrative expenses increased $137,948 from $1,495,431
in 2006 to $1,633,379 in 2007.  This increase is due primarily to an increase in
payroll costs.

Loss on settlements increased $862,131 from $5,861 in 2006, to $867,992 in 2007.
During the first quarter  2007,  MPM incurred a one-time  settlement  expense of
$1,050,000, related to a project for which AirPol was a subcontractor, and whose
general  contractor's systems were found to be faulty. The disputes went through
mediation and AirPol management decided to settle the disputes rather than incur
the  costs of  arbitration.  Additional  costs  were also  attributable  to this
settlement loss in 2007.

The net loss in 2007  includes  interest  expense of  $653,569  as  compared  to
$798,068  in  2006.  This  is a  result  of  increased  borrowings  and no  debt
repayments.

LIQUIDITY AND CAPITAL RESOURCES


<PAGE>

During  2007,  funds for  operations  were  provided  primarily by loans from an
insurance company and an officer/director.  Current cash reserves and continuing
operations  of  AirPol  are not  believed  to be  adequate  to fund  MPM and its
subsidiaries'   operations  for  the  foreseeable   future.  MPM  management  is
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:

<TABLE>
<CAPTION>

                                                                       Year ended
                                                                       December 31,

                                                                2007               2006
                                                                ----               ----

<S>                                                             <C>              <C>
     Net cash provided by (used in) operating activities        $(1,660,781)     $148,029

     Net cash used in investing activities                      $(32,000)        $(13,201)

     Net cash provided by financing activities                  $1,296,801       $303,600

     Net increase (decrease) in cash and cash equivalents       $( 395,980)      $438,428

</TABLE>

Net cash  used in  operating  activities  in 2007 was due to the net loss of the
Company and decreases in billings in excess of costs and  estimated  earnings on
projects in progress.  The net cash provided by operating activities in 2006 was
due to collections of accounts  receivable,  non-cash costs such as depreciation
and  amortization,  and  increases in billings in excess of costs and  estimated
earnings on projects in progress.

The net cash provided by financing activities in 2007 and 2006 of $1,296,801 and
$303,600,  respectively, were due to loans from an insurance company and related
parties.

The Company has a working capital deficiency of $11,630,782. Current liabilities
include  $5,988,604  of  related  party debt which  management  believes  can be
deferred  beyond  twelve  months.   Also  included  in  current  liabilities  is
$5,180,203  of a note  payable  which  management  is  currently  renegotiating.
Management  is  optimistic  that the lender will agree to terms that will extend
the payment and allow the Company to meet its obligations and continue  business
for the next twelve months. There is no guarantee of the outcome of these plans.

MPM may need to raise  additional  capital in the future to expand its  business
and develop mineral properties.  MPM cannot be certain that additional financing
will be available when and to the extent required or that, if available, it will
be on acceptable terms. If adequate funds are not available on acceptable terms,
MPM may not be able to fund its  operations,  develop or enhance its products or
services or respond to competitive pressures.


APPLICATION OF CRITICAL ACCOUNTING POLICIES

In preparing  our  financial  statements  we are  required to formulate  working
policies  regarding  valuation  of our  assets  and  liabilities  and to develop
estimates of those values.  In our  preparation of the financial  statements for
2007,  there were at least two  estimates  made which was (a)  subject to a high
degree of uncertainty and (b) material to our results.  These estimates were our
determination,  detailed in the  footnotes to the  financial  statements  on our
Mineral  Properties and Income Taxes, and our valuation  allowances,  if any, on
them.  We have not  reserved  our  mineral  properties  but we have  recorded  a
valuation  allowance for the full value of the deferred tax asset created by our
net operating loss carry forward.  The primary reason for our  determination  of
our mineral properties is our knowledge of increasing market prices for precious
metals,  our expectation  that such precious  metals are contained  within these
properties,  and our current cost and carrying  value of the properties are less
than market value of the land alone.  We have reserved an allowance  against our
deferred tax assets from our net operating loss carryforwards due to the lack of
certainty as to whether MPM will carry on profitable operations in the future in
order to utilize such tax benefits before they expire.


<PAGE>

We made no material  changes to our critical  accounting  policies in connection
with the preparation of financial statements for 2007.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial  condition or results
of operations.


<PAGE>

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In September  2006, the FASB issued SFAS 157, "Fair Value  Measurements",  which
defines fair value,  creates a framework for  measuring  fair value in generally
accepted  accounting  principles  ("GAAP"),  and expands  disclosures about fair
value  measurements.  SFAS 157 is effective for financial  statements issued for
fiscal years  beginning  after  November 15, 2007.  We will adopt SFAS 157 as of
January 1, 2008, as required. SFAS 157 is not expected to have a material impact
on our financial statements.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities",  including an amendment of SFAS 115. SFAS 159
permits all entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value at  specified  election  dates.  SFAS 159 does  not  affect  any  existing
accounting literature that requires certain assets and liabilities to be carried
at fair value.  The objective of SFAS 159 is to improve  financial  reporting by
providing  companies with the opportunity to mitigate the volatility in reported
earnings caused by measuring related and liabilities  differently without having
to apply complex hedge accounting  provisions.  The associated  unrealized gains
and losses on the items for which the fair value option has been  elected  shall
be reported in earnings.  SFAS 159 is effective for financial  statements issued
for fiscal years  beginning  after  November 15, 2007. We will adopt SFAS 159 on
its effective date. Based on the provisions of SFAS 159, the difference  between
the carrying  value and fair value will be  recognized at the adoption date as a
cumulative-effect  adjustment to the opening balance of retained earnings.  SFAS
159 is not expected to have an effect on our financial statements.

In December 2007,  the FASB issued SFAS 141(R),  "Business  Combinations".  SFAS
141(R) establishes  principles and requirements for an acquirer,  which improves
the relevance,  representational  faithfulness and  comparability of information
provided  by  a  reporting  entity  in  its  financial  reports  about  business
combinations and its effects. SFAS 141(R) is effective prospectively to business
combinations  with an  acquisition  date on or after the  beginning of the first
annual  reporting  period beginning on or after December 15, 2008. We are unable
to currently estimate the impact of SFAS 141(R) on our financial statements.

In  December  2007,  the FASB  issued  SFAS 160,  "Noncontrolling  Interests  in
Consolidated  Financial  Statements  (an  amendment  of ARB No.  51)".  SFAS 160
establishes   accounting  and  reporting   standards  designed  to  improve  the
relevance,  comparability and transparency of the financial information provided
in a reporting entity's  consolidated  financial  statements.  SFAS 160 requires
that ownership interests in subsidiaries held by parties, other than the parent,
to be clearly  identified,  labeled and  presented in the  consolidated  balance
sheet within the equity,  but  separate  from the  parent's  equity;  net income
attributable  to the  parent  and  the  noncontrolling  interest  to be  clearly
identified  and  presented  on  the  face  of  the  consolidated   statement  of
operations;  changes in the parent's  ownership  interest to be accounted for as
equity  transactions,  if  a  subsidiary  is  deconsolidated  and  any  retained
noncontrolling equity investment to be measured at fair value; and that entities
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and noncontrolling owners.

SFAS 160 is effective for fiscal years and interim periods beginning on or after
December 15, 2008.  We cannot  currently  estimate the impact of SFAS 160 on our
financial statements.


<PAGE>

IMPACT OF INFLATION

Although  inflation  has been low 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 2007 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.


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, 2007 AND 2006


<PAGE>

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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                                                          <C>
Report of Independent Registered Public Accounting Firm.........................................F-2

Consolidated Balance Sheet as of December 31, 2007..............................................F-3

Consolidated Statements of Operations for the years ended December 31, 2007
    and 2006....................................................................................F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31,
    2007 and 2006...............................................................................F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2007
    and 2006....................................................................................F-6

Notes to Consolidated Financial Statements...................................................F-7 to F-16

</TABLE>


<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,  2007 and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2007  and  2006.   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.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  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, 2007, and the  consolidated  results of
their  operations  and cash flows for the years ended December 31, 2007 and 2006
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 and has a working  capital  deficiency of  $11,630,782  at
December 31, 2007. 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 financial  statements,  the Company  restated its
2007  financial  statements  to amend the  disclosures  regarding  the Company's
mining property asset.

Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
April 14, 2008 (except for Footnote 17 as to which date is March 13, 2009)


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                               MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      CONSOLIDATED BALANCE SHEET

                                           DECEMBER 31, 2007

                                                ASSETS
Current assets:
<S>                                                                                             <C>
     Cash and cash equivalents (Note 2) .....................................................   $    47,243
     Accounts receivable, less allowance for doubtful accounts of $10,000 (Notes 2, 9 and 12)        23,916
     Other current assets ...................................................................        24,118
                                                                                                 ----------
              Total current assets ..........................................................        95,277
                                                                                                 ----------

Property, plant and equipment (Notes 2 and 3) ...............................................         7,905
Mineral property (Note 10) ..................................................................     1,070,368
Other assets, net ...........................................................................        82,000
                                                                                                 ----------
              Total assets ..................................................................    $1,255,550
                                                                                                 ==========

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable (Notes 2 and 11).......................................................    $   257,883
     Accrued expenses (Note 2)...............................................................        299,369
     Note payable (Note 4)..................................................................       5,180,203
     Related party debt (Notes 5 and 12).....................................................      5,988,604
                                                                                                 -----------
              Total current liabilities......................................................     11,726,059
                                                                                                 -----------

Commitments and contingencies (Note 6)                                                                    --

Stockholders' equity (Notes 2 and 8):
     Preferred  stock,  no par value;  10,000,000  shares  authorized;  0 shares issued and
        outstanding                                                                                       --
     Common stock, $0.001 par value; 100,000,000 shares authorized; 6,263,064 shares issued
        and outstanding .......................................................................        6,263
     Additional paid-in capital................................................................   12,268,631
     Accumulated deficit.......................................................................  (22,745,403)
                                                                                                 -----------
              Total stockholders' equity.......................................................  (10,470,509)
                                                                                                 -----------
                                                                                                 $ 1,255,550
                                                                                                 ===========


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

</TABLE>



                                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                       MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                    Year Ended December 31,
                                                                  --------------------------
                                                                     2007           2006
                                                                  -----------    -----------

<S>                                                               <C>            <C>
Revenues - Projects (Note 2) ..................................   $ 1,901,070    $ 1,186,953
Revenues - Parts and service (Note 2) .........................       814,135        542,304
                                                                  -----------    -----------
Total Revenues ................................................     2,715,205      1,729,257
                                                                  -----------    -----------

Cost of sales - Projects ......................................     1,498,675        795,062
Cost of sales - Parts and service .............................       387,492        260,706
                                                                  -----------    -----------
Total cost of sales ...........................................     1,886,167      1,055,768
                                                                  -----------    -----------
Gross margin ..................................................       829,038        673,489
Selling, general and administrative expenses ..................     1,633,379      1,495,431
                                                                  -----------    -----------

Loss from operations ..........................................      (804,341)      (821,942)
                                                                  -----------    -----------

Other income (expense):
   Loss on settlement (Note 15 ) ..............................      (867,992)        (5,861)
   Interest expense (Note 4) ..................................      (653,569)      (798,068)
   Other income (expense), net ................................        24,220        (25,933)
                                                                  -----------    -----------
Net other expense .............................................    (1,497,341)      (829,862)
                                                                  -----------    -----------
Net (loss) ....................................................   $(2,301,682)   $(1,651,804)
                                                                  ===========    ===========


Loss per share - basic and diluted ............................   $     (0.37)   $     (0.49)
                                                                  ===========    ===========

Weighted average shares of common stock outstanding - basic and
diluted .......................................................     6,263,064      3,318,078
                                                                  ===========    ===========


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

</TABLE>

                                          F-4
<PAGE>

<TABLE>
<CAPTION>

                                 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


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

<S>                                    <C>         <C>            <C>            <C>             <C>
Balance, January 1, 2006 ........      3,183,064   $      3,183   $ 11,313,019   $(18,791,917)   $ (7,475,715)
Stock issued on debt conversion..      3,080,000          3,080        920,920             --         924,000
Net loss ........................             --             --             --     (1,651,804)     (1,651,804)
                                    ------------   ------------   ------------   ------------    ------------

Balance, December 31, 2006 ......      6,263,064          6,263     12,233,939    (20,443,721)     (8,203,519)
Stock based compensation ........             --             --         34,692             --          34,692
Net loss ........................             --             --             --     (2,301,682)     (2,301,682)
                                    ------------   ------------   ------------   ------------    ------------

Balance, December 31, 2007 ......      6,263,064   $      6,263   $ 12,268,631   $(22,745,403)   $(10,470,509)
                                    ============   ============   ============   ============    ============




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

</TABLE>


                                                     F-5
<PAGE>


<TABLE>
<CAPTION>

                                MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       Year Ended December 31,
                                                                                   ------------------------------
                                                                                       2007              2006
                                                                                   -------------    -------------

Cash flows from operating activities:
<S>                                                                                <C>              <C>
   Net loss ....................................................................   $  (2,301,682)   $  (1,651,804)
   Adjustments  to  reconcile  net  (loss)  to net cash  provided  by (used  in)
    operating activities:
     Depreciation and amortization .............................................          90,139           90,118
     Stock based compensation ..................................................          34,692               --
     Interest recognized upon beneficial conversion ............................              --          154,000
     Accrued interest and expenses on note payable .............................         197,865          583,496
     Accrued interest and deferred expenses on related party debt ..............         597,503          603,895
     Changes in assets and liabilities:
         Accounts receivable ...................................................             377           74,155
         Costs and estimated earnings in excess of billings ....................          74,215          (58,314)
         Other current assets ..................................................             136            3,265
         Accounts payable and accrued expenses .................................          98,408          (80,652)
         Billings in excess of costs and estimated earnings ....................        (452,434)         429,870
                                                                                   -------------    -------------
Net cash provided by (used in) operating activities ............................      (1,660,781)         148,029
                                                                                   -------------    -------------

Cash flows from investing activities:
     Purchase of property, plant and equipment .................................              --          (13,201)
     Cash paid for patent ......................................................         (32,000               --
                                                                                   -------------    -------------
Net cash used in investing activities ..........................................         (32,000          (13,201)
                                                                                   -------------    -------------

Cash flows from financing activities:
   Borrowings from related parties .............................................         145,000          333,600
   Borrowings on note payable ..................................................       1,151,801          (30,000)
                                                                                   -------------    -------------
Net cash provided by financing activities ......................................       1,296,801          303,600
                                                                                   -------------    -------------

Net increase (decrease) in cash and cash equivalents ...........................        (395,980)         438,428
Cash and cash equivalents, beginning of year ...................................         443,223            4,795
                                                                                   -------------    -------------
Cash and cash equivalents, end of year .........................................   $      47,243    $     443,223
                                                                                   =============    =============

Supplemental Disclosures Of Cash Flow Information

Cash paid during the year for:
    Interest ...................................................................   $       1,089    $       7,825

On December  15, 2006,  the Company  converted  $770,000 of related  party notes
payable into 3,080,000 shares of its common stock.


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

</TABLE>


                                                    F-6
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-7


1. Nature of Operations, Principles of Consolidation and Basis of Presentation

Nature of Operations

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.

AirPol,  a wholly owned  subsidiary,  was acquired on July 2, 1998 (See Note 1).
AirPol designs, engineers,  supplies and services air pollution control systems.
AirPol's systems 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, 2007 and 2006,  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%.

Principles of Consolidation

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

Segment Reporting

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.  AirPol operates in
the  air  pollution   control  field.   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, 2007 and 2006,
the Company operated in one segment,  and there is no separate segment reporting
required.


                                      F-7
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As of December 31, 2007, 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.  The Company has a working capital
deficiency of $11,630,782.  Current  liabilities  include  $5,988,604 of related
party debt which management  believes can be deferred beyond twelve months. Also
included in current liabilities is $5,180,203 of a note payable which management
is currently renegotiating.  Management is optimistic that the lender will agree
to terms  that  will  extend  the  payment  and allow  the  Company  to meet its
obligations  and  continue  business  for the next  twelve  months.  There is no
guarantee of the outcome of these plans.

2.  Summary of Significant Accounting Policies

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 2007 and 2006,  no amounts  were  recognized  for  estimated
contract losses.

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.


                                      F-8
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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  $3,675  and  $586  for  the  years  ended   December  31,  2007  and  2006,
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.

Stock Based Compensation

The Company  accounts for stock,  stock  options and stock  warrants  issued for
services  and  compensation  by  employees  under  the fair  value  method.  For
non-employees,  the fair market value of the Company's  stock is measured on the
date of stock  issuance or the date an  option/warrant  is granted.  The Company
determined  the fair  market  value of the  warrants/options  issued  under  the
Black-Scholes Pricing Model.  Effective January 1, 2006, the Company adopted the
provisions of SFAS 123(R), SHARE-BASED PAYMENT, which establishes accounting for
equity instruments exchanged for employee services. Under the provisions of SFAS
123(R),  share-based  compensation  cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).


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, 2007 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.


                                      F-9
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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, 2007 and 2006,  outstanding options to purchase 2,165,675 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.

3.  Property, Plant and Equipment

Property, plant and equipment consist of the following at December 31, 2007:

                Equipment ..........................   $271,437
                Furniture and fixtures .............     31,008
                Leasehold improvements .............      8,321
                                                       --------
                                                        310,766
                Less accumulated depreciation ......    302,861
                                                       --------
                                                       $  7,905
                                                       ========

Depreciation  expense  charged to operations  was $2,500 and $21,283 in 2007 and
2006, respectively.

4.  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 could borrow up
to $500,000 at 5.25% per annum, which was increased to $3,000,000 in 2003. As of
December 31, 2007, the Company has $4,326,499 of principal  advances and accrued
interest of $853,704  outstanding  under the  agreement.  During the years ended
December 31, 2007 and 2006, the Company  recorded  interest  expense of $197,865
and $299,666,  respectively.  The note is secured by stock and mineral  property
held for  investment  and matured on January 2, 2008.  This note payable has not
been paid at maturity and management is currently  renegotiating  its terms with
the lender. Through the date of this report, no revised terms have been arranged
on this defaulted debt.


                                      F-10
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.  Related Party Debt

Related party debt consists of advances  received from and deferred expenses and
reimbursements to various  directors and related parties.  At December 31, 2007,
amounts owed these related parties totaled $5,988,604,  due on demand.  Interest
expense  accrued on this related party debt for the year ended December 31, 2007
and 2006 was $455,925 and $461,345, respectively.

On December 15, 2006, an  officer/director  converted  $770,000 of advances into
3,080,000 shares of the Company's common stock.

6.  Commitments and Contingencies

The Company leases office space and mineral  properties  under operating  leases
that expire at various  dates  through  2010.  Future  minimum  rental  payments
required under operating leases that have initial and remaining  non-cancellable
terms in excess of one year are as follows: $82,968 for each of the years ending
December 31, 2008 and 2009, and $50,023 for the year ending December 31, 2010.

Rent  expense  for the years  ended  December  31, 2007 and 2006 was $87,356 and
$89,228, 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 December 31,
2008. The agreement may be terminated by the Company at any time.

In December  2007,  the Company  entered an agreement  with an  officer/director
regarding  payroll  reductions in 2003.  Under the terms of the  agreement,  the
Company will retroactively  reimburse the officer/director for salary reductions
from April 2003 if certain  conditions are met. These include the  profitability
of the Company and its ability to repay the amounts due. Additionally, under the
terms of the  agreement,  unpaid  accrued  amounts will bear  interest at 8% per
annum  beginning  January 1, 2008.  At December  31, 2007,  amounts  accrued and
charged to expense for the year was $133,494.

7.  Income Taxes

As of December 31, 2007 the significant components of the Company's net deferred
tax asset is as follows:


        Net operating loss carryforward ................   $5,000,000
        Differences between book and tax depreciation ..       20,000
        Goodwill and purchase asset adjustments ........       10,000
        Writedown of mineral properties ................      136,000
        Other ..........................................       40,000
                                                           ----------

                                                            5,206,000
        Less: valuation allowance ......................    5,206,000
                                                           ----------

                                                           $       --
                                                           ==========

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, 2007. The valuation allowance increased $782,000 since December 31,
2006.


                                      F-11
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


At December 31,  2007,  the Company has net  operating  loss  carryforwards  for
federal income tax purposes totaling  approximately $12.7 million that expire in
the years 2008 through  2027.  At December  2007,  the Company has net operating
loss  carryforwards  for state income tax purposes totaling  approximately  $9.2
million that expire in the years 2008 through 2027.

8.  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.

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, 2006 ...   1,949,508   $    1.83
         Granted ..........................          --          --
         Exercised ........................          --          --
         Expired ..........................      63,833        1.80
                                              ---------   ---------

         Outstanding at January 1, 2007 ...   1,885,675   $    0.90

         Granted ..........................     280,000   $    0.30
         Exercised ........................          --          --
         Expired ..........................          --          --
                                              ---------   ---------

         Outstanding at December 31, 2007     2,165,675   $    0.82
                                              =========   =========


                                      F-12
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  Company  accounts  for stock and stock  options  issued  for  services  and
compensation by employees under the fair value method.  For  non-employees,  the
fair  market  value of the  Company's  stock on the  date of stock  issuance  or
option/grant  is used.  The  Company  determined  the fair  market  value of the
options issued under the  Black-Scholes  Pricing Model.  The Company adopted the
provisions of Statement of Financial Accounting Standards SFAS) 123R SHARE-BASED
PAYMENT,  which  establishes  accounting  for equity  instruments  exchanged for
employee services. Under the provisions of SFAS 123(R), share-based compensation
cost is measured at the grant date, based on the fair value of the award, and is
recognized as an expense over the employee's requisite service period (generally
the  vesting  period  of the  equity  grant).  The  Company  used the  following
assumptions in its  calculation:  Dividend  yield-$0;  Expected  volatility 23%;
Risk-free  interest  rate 3.49%;  Expected  life 5 years.  The Company  recorded
expenses of $34,692 in 2007 related to the 280,000 options that were issued.  No
options were issued in 2006.

The following table summarizes  information  about stock options  outstanding at
December 31, 2007:

                                                                Options
                        Number            Weighted          Outstanding and
     Range of        Outstanding          Average        Exercisable Weighted
     Exercise      and Exercisable       Exercise         Average Remaining
      Prices         at 12/31/07           Price       Contractual Life (Years)
   --------------  ----------------      -----------   ------------------------

 $          0.10             65,000    $        0.10             8.8
 $          0.22            365,750    $        0.22             6.7
 $          0.25             49,389    $        0.25             1.7
 $          0.30            180,000    $        0.30             9.6
 $          0.31            100,000    $        0.31             9.1
 $          0.36             40,446    $        0.36             5.8
 $          0.50            381,000    $        0.50             2.3
 $          0.60             50,000    $        0.60             5.7
 $          0.75            450,000    $        0.75             4.7
 $         0.875             21,756    $       0.875             1.6
 $          1.00             91,667    $        1.00             2.4
 $          2.00            301,000    $        2.00             2.3
 $          3.00             31,667    $        3.00             2.4
                   ----------------                    ------------------------

$$  0.10 - $3.00          2,165,675    $        0.82             5.9
                   ================                    ========================

9.  Valuation and Qualifying Accounts

Allowance for doubtful account activity was as follows at December 31, 2007:


    Balance, beginning of year.....................       $   165,000
    Charged to (deducted from) expense.............          (155,000)
    Write-offs, net of recoveries..................                 -
                                                          ------------
    Balance, end of year...........................       $    10,000
                                                          ============


                                      F-13
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10. Mineral Properties

In accordance with guidelines established by the American Institute of Certified
Public  Accountants,  we conducted  impairment testing on these assets.  Factors
evaluated included whether there was a significant decrease in the market prices
of the assets. Impairment testing was necessary because of the Company's current
period  operating  and cash flow losses,  and its history of operating  and cash
flow losses. Impairment is defined in the accounting literature as the condition
that exists when the  carrying  amount of a  long-lived  asset  exceeds its fair
value.  An impairment  loss shall be recognized only if the carrying amount of a
long-lived  asset is not  recoverable  and exceeds its fair value.  The carrying
amount of a  long-lived  asset is not  recoverable  if it exceeds the sum of the
undiscounted cash flows expected to result from the use and eventual disposition
of the asset.

The mineral  property and related  equipment is carried on the balance  sheet at
December 31, 2007 in the amount of $1,070,368. In performing impairment testing,
we based our  assessment on the carrying  amount of the assets as of the date of
the  impairment  testing for  recoverability.  As part of our  testing,  we made
certain assumptions about the use of the assets and assigned  probability levels
based on assumptions of activity levels  involved in the use of the assets.  The
result of our testing was that there was no impairment in the carrying amount of
the mineral property.

11.  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, 2007 of $273,000 has been offset  against  royalties
payable to the estate of the inventor.

12.  Related Party Transactions

At December 31, 2007,  the Company owed  $5,988,604 to an  officer/director  and
another  director.  During  2007,  an  officer/director  loaned  $145,000 to the
Company. These loans are unsecured and are due on demand.

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
2007 and 2006 of $55,000 in each year.

As of December 31,  2007,  a business  owned by the  Company's  Chief  Executive
Officer owed the Company $19,614 from the sale of certain equipment. This amount
is included in accounts receivable.

13.  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. This amount was fully amortized at December 31, 2007.


                                      F-14
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.  New Accounting Pronouncements

In September  2006, the FASB issued SFAS 157, "Fair Value  Measurements",  which
defines fair value,  creates a framework for  measuring  fair value in generally
accepted  accounting  principles  ("GAAP"),  and expands  disclosures about fair
value  measurements.  SFAS 157 is effective for financial  statements issued for
fiscal years  beginning  after  November 15, 2007.  We will adopt SFAS 157 as of
January 1, 2008, as required. SFAS 157 is not expected to have a material impact
on our financial statements.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities",  including an amendment of SFAS 115. SFAS 159
permits all entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value at  specified  election  dates.  SFAS 159 does  not  affect  any  existing
accounting literature that requires certain assets and liabilities to be carried
at fair value.  The objective of SFAS 159 is to improve  financial  reporting by
providing  companies with the opportunity to mitigate the volatility in reported
earnings caused by measuring related and liabilities  differently without having
to apply complex hedge accounting  provisions.  The associated  unrealized gains
and losses on the items for which the fair value option has been  elected  shall
be reported in earnings.  SFAS 159 is effective for financial  statements issued
for fiscal years  beginning  after  November 15, 2007. We will adopt SFAS 159 on
its effective date. Based on the provisions of SFAS 159, the difference  between
the carrying  value and fair value will be  recognized at the adoption date as a
cumulative-effect  adjustment to the opening balance of retained earnings.  SFAS
159 is not expected to have an effect on our financial statements.

In December 2007,  the FASB issued SFAS 141(R),  "Business  Combinations".  SFAS
141(R) establishes  principles and requirements for an acquirer,  which improves
the relevance,  representational  faithfulness and  comparability of information
provided  by  a  reporting  entity  in  its  financial  reports  about  business
combinations and its effects. SFAS 141(R) is effective prospectively to business
combinations  with an  acquisition  date on or after the  beginning of the first
annual  reporting  period beginning on or after December 15, 2008. We are unable
to currently estimate the impact of SFAS 141(R) on our financial statements.

In  December  2007,  the FASB  issued  SFAS 160,  "Noncontrolling  Interests  in
Consolidated  Financial  Statements  (an  amendment  of ARB No.  51)".  SFAS 160
establishes   accounting  and  reporting   standards  designed  to  improve  the
relevance,  comparability and transparency of the financial information provided
in a reporting entity's  consolidated  financial  statements.  SFAS 160 requires
that ownership interests in subsidiaries held by parties, other than the parent,
to be clearly  identified,  labeled and  presented in the  consolidated  balance
sheet within the equity,  but  separate  from the  parent's  equity;  net income
attributable  to the  parent  and  the  noncontrolling  interest  to be  clearly
identified  and  presented  on  the  face  of  the  consolidated   statement  of
operations;  changes in the parent's  ownership  interest to be accounted for as
equity  transactions,  if  a  subsidiary  is  deconsolidated  and  any  retained
noncontrolling equity investment to be measured at fair value; and that entities
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and noncontrolling owners.

SFAS 160 is effective for fiscal years and interim periods beginning on or after
December 15, 2008.  We cannot  currently  estimate the impact of SFAS 160 on our
financial statements.

15.  Loss on Settlements

During 2007, MPM recorded settlements  expenses of $867,992.  Settlements result
primarily  from the  payment  of  $1,050,000  a project  for which  AirPol was a
subcontractor.  The general  contractor's  systems were found to be faulty,  and
ultimately   were  removed.   The  customer  made  claims  against  the  general
contractor.  The general contractor then made claims against its subcontractors.
The disputes went through mediation and were about to go to arbitration.  AirPol
management  decided  to  settle  the  disputes  rather  than  incur the costs of
arbitration.  AirPol is attempting  to recover the losses  through its insurance
carrier.  There can, however, be no assurances that AirPol will be successful in
its recovery attempts.


                                      F-15
<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


16.  Joint Venture

On April 11, 2007, MPM announced that it had agreed with Losonoco,  Inc. to form
a new joint  venture  company,  Losonoco  Skygas,  LLC, to develop  bio-fuel and
chemical  manufacturing  facilities  based on the  Skygas  technology  for waste
gasification.  Losonoco, Inc. builds, owns and operates manufacturing facilities
for ethanol and bio-diesel, and focuses on commercializing technologies that use
waste  streams  as  feedstock  for the  bio-fuels.  Losonoco  is  acquiring  and
re-commissioning a former corn ethanol facility in Florida, and intends to bring
it back into production by building an integrated  bio-mass-to-ethanol  facility
using the Skygas gasification process.

The joint venture will further develop the Skygas  gasification  process through
the proposed  construction  of a 125-ton per day biomass  gasifier to be located
and integrated with Losonoco's corn ethanol facility in Florida.  Initially, the
Skygas  gasifier will provide syngas to replace  natural gas used in the ethanol
production  process. In the second phase, the syngas will be used to manufacture
ethanol through catalytic conversion.

MPM  is  transferring  its  worldwide  licenses  for  the  Skygas   gasification
technology,  and all  related  engineering,  operational  data and  intellectual
property  that it owns.  Losonoco  will  fund  the  further  development  of the
technology and the construction of the 125-ton per day gasification  facility in
Florida. It was originally reported that the initial membership interests in the
joint venture  would be 75% MPM and 25% Losonoco,  and would change to 50% - 50%
ownership after the development work was completed.

17.  Restatement

The  accompanying  financial  statements  have been restated to more  accurately
reflect the Company's  disclosure of its mining property asset in Note 10 above.
The  restatement  did not affect any reported  amounts on the Company's  balance
sheet,  statement of  operations or cash flow  statement.  No effect to retained
earnings has occurred as a result of this restatement.


                                      F-16
<PAGE>

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

None.

Item 8A.  Management's  Annual  Report  on   Internal   Control  Over  Financial
          Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  (i)  effectiveness  and  efficiency  of  operations,  (ii)  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles,  and (iii)
compliance with applicable laws and regulations. Our internal controls framework
is  based on the  criteria  set  forth  in the  Internal  Control  -  Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission (COSO).

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management has conducted,  with the participation of the Chief Executive Officer
and the Chief Financial Officer, an assessment of the effectiveness of the small
business issuer's internal control over financial reporting as of the year ended
December 31, 2007.  Management determined that at December 31, 2007, the Company
had a material  weakness because it did not have sufficient  number of personnel
with adequate knowledge,  experience and training of U.S. GAAP commensurate with
the  Company's  reporting  requirements.  This  material  weakness  required the
identification of adjustments during the financial  statement close process that
have been recorded in the Company's consolidated  financial statements.  Because
of this material weakness,  management has concluded that internal controls over
financial reporting are not effective at December 31, 2007.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

Other than described above, there have been no changes in the Company's internal
control over financial  reporting that occurred  during the fiscal quarter ended
December 31, 2007,  that has  materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.

PART III

Item 9. Directors and Executive Officers of the Registrant

a)  Identification of Directors
                                                               FIRST ELECTED
      NAME                          AGE      POSITION          DIRECTOR
--------------------------------------------------------------------------------
Richard E. Appleby                  68       Director          4/25/1985
Glen Hjort                          55       Director          2/16/1998
Frank E. Hsu                        62       Director          6/24/2002
Richard Kao                         67       Director          6/28/1999
Michael J. Luciano                  54       Director          2/16/1998
L. Craig Cary Smith                 58       Director          4/25/1985


<PAGE>


The directors will serve until the next meeting of  shareholders  or until their
successors  are  elected  and  qualified.  Effective  February  9, 2007,  Daniel
Smozanek  resigned as a  Director.  No actions  have yet been taken  regarding a
potential replacement for him.

b) Identification of Executive Officers.

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

Richard E. Appleby       68      Vice President/Treasurer       4/25/1985
Glen Hjort               55      Chief Financial Officer        6/28/1999
Frank E. Hsu             62      Chief Operating Officer        6/24/2002
Robert D. Little         58      Secretary                      1/03/1991
Michael J. Luciano       54      Chairman & CEO                 2/16/1998

The officers  will serve until the next meeting of  shareholders  or until their
successors  are elected and  qualified.  Effective  February 9, 2007,  Daniel D.
Smozanek  resigned as an officer of the Company.  No actions have yet been taken
regarding a potential replacement for him.

c) Identification of Certain Significant Employees.

As of December 31, 2007,  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.

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 over thirty 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.


<PAGE>

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.

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.


(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 2007 and 2006.


<PAGE>

Summary Compensation Table
--------------------------

                                        Annual Compensation
Name and
Principal
Position  Year Salary  Bonus(s)  Compensation  Awards(s)($)SARs($)Payout(s)  ($)
--------------------------------------------------------------------------------
Compensation
------------

Michael J.
Luciano,    2007                        $120,000
CEO         2006                        $120,000

Robert D. (1)
Little,     2007                        $ 55,000
Secretary   2006                        $ 55,000

(1) MPM  contracts  with Mr.  Little  for its  shareholder  relations  services.
    Expenses related to this were $55,000 for both 2007 and 2006.


<PAGE>

Option Grants In 2007 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
----        -------    ---------------   -------------  -----------   ----------

Glen
Hjort        50,000        18%                $.30         $.30         4/4/17

Frank E
Hsu          50,000        18%                $.31         $.31        1/26/17

Frank E
Hsu          50,000        18%                $.30         $.30        10/4/17

Robert D
Little       50,000        18%                $.31         $.31        1/26/17

Robert D
Little       50,000        18%                $.30         $.30        10/4/17

Other
Employees    30,000        11%                $.30         $.30        10/9/17



Aggregated Option/SAR Exercises in Last Fiscal Year and FYE 2007
----------------------------------------------------------------
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                       631,890          $-0-
                                                  Exercisable

Robert D. Little       None                       370,223          $-0-
                                                  Exercisable

L. Craig Cary Smith    None                       255,389          $-0-
                                                  Exercisable

Frank E. Hsu           None                       250,000          $-0-
                                                  Exercisable

Glen Hjort             None                       145,000          $-0-
                                                  Exercisable

Richard E. Appleby     None                       38,000           $-0-
                                                  Exercisable


<PAGE>

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.

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.

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, 2007.

b)  Security Ownership of Management as of April 14, 2008.

The following  table sets forth,  as of March 28, 2008 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              4,063,910 [2]             50.60
Common         Robert D. Little                  387,966                  4.83
Common         L. Craig Cary Smith               266,724                  3.32
Common         Richard E. Appleby                221,155                  2.75
Common         Frank E. Hsu                      286,404                  3.57
Common         Glen Hjort                        161,833                  2.01
Common         Richard Kao                        64,222                  0.80
Common         As A Group                      5,693,136                 70.88


<PAGE>

[1] Includes options available for exercise aggregating 1,768,502 shares for the
entire group.

[2] Does not include 396,509 shares (6.33%) 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.

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.

During 2007, Michael J. Luciano, Chairman and Chief Executive Officer loaned the
Company  $145,000.  On December 15, 2006,  Mr. Luciano  converted  notes payable
aggregating  $770,000 into 3,080,000  shares of the Company's  common stock.  At
December 31, 2007, Mr. Luciano was owed $5,588,667  including  accrued  interest
pursuant to unsecured demand notes.

In September  2001,  Michael J. Luciano,  Chairman and Chief  Executive  Officer
loaned the Company  $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.

At  December  31,  2007  Richard  Appleby was owed  $399,937  including  accrued
interest 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, 2007 and 2006,  MPM paid $55,000 for each
year for these services.

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-K/A2

    Exhibit No.   Description of Document
    -----------   -----------------------

      31.1        Chief Executive Officer's Certificate, pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002.
      31.2        Chief Financial Officer's Certificate, pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002.
      32.1        Certifications  of Chief Executive Officer and Chief Financial
                  Officer  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


<PAGE>

(B) Reports on Form 8-K


Item 14.  Principal Accountant Fees and Services

Audit Fees

Rosenberg Rich Baker Berman & Co. billed $38,205 to the Company for professional
services  rendered for the audit of our 2007 financial  statements and review of
the financial  statements included in our 10-QSB and 10-KSB filings for the four
quarters of 2007.

Audit-Related Fees

Rosenberg  Rich  Baker  Berman & Co.  billed  $0.00 to the  Company  in 2007 for
assurance and related services that are reasonably related to the performance of
the 2007 audit or review of the quarterly financial statements.

Tax Fees

Rosenberg  Rich  Baker  Berman & Co.  billed  $5,000 to the  Company in 2007 for
professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees

Rosenberg  Rich  Baker  Berman & Co.  billed  $0.00 to the  Company  in 2007 for
services not described above.

It is the policy of the  Company's  Board of Directors  that all services  other
than audit,  review or attest  services,  must be  pre-approved  by the Board of
Directors.  All of the services  described  above were  approved by the Board of
Directors.

<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:  Chairman and Chief Executive Officer
                 ------------------------------------
         Date: March 17, 2009

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:  March 17, 2009                       Dated:  March 17, 2009


/s/ Frank E. Hsu                             /s/ Richard E. Appleby
------------------                           --------------------------
Frank E. Hsu                                 Richard E. Appleby
Chief Operating Officer & Director           Vice President & Director
Dated: March 17, 2009                        Dated: March 17, 2009

/s/ Richard Kao                              /s/ L. Craig Cary Smith
-------------------                          ---------------------------
Richard Kao                                  L. Craig Cary Smith
Director                                     Director
Dated: March 17, 2009                        Dated: March 17, 2009