SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   Form 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                         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:
                        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: $ 3,119,212

The  aggregate  market  value  of the  voting  and  non-voting  equity  held  by
non-affiliates  computed by reference to the closing price of $0.30 at which the
common equity was sold as of April 1, 2004 was $291,578.

The number of shares outstanding of the registrant's common stock as of April 1,
2004 was 3,183,064. Transitional Small Business Disclosure Format Yes __ No X






PART  I

<PAGE>

Item 1.  Business

MPM   Technologies,   Inc.  ("MPM"  or  "the  Company")  has  four  wholly-owned
subsidiaries:  Huntington  Environmental  Systems,  Inc. ("HES"),  AirPol,  Inc.
("AirPol"),  Nupower,  Inc.  ("Nupower")  and  MPM  Mining  ("Mining").  MPM was
incorporated  in 1983. For the year ended December 31, 2003, HES and AirPol were
the only revenue generating entities.

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

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

HUNTINGTON ENVIRONMENTAL SYSTEMS, INC.

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

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

AIRPOL, INC.

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

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

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

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

<PAGE>

NUPOWER, INC.

The Company holds a 58.21% interest in Nupower Partnership through its ownership
of  Nupower.  No  other  operations  were  conducted  through  Nupower.  Nupower
Partnership  is  engaged  in  the   development  and   commercialization   of  a
waste-to-energy  process.  This is an innovative technology for the disposal and
gasification  of carbonaceous  wastes such as municipal  solid waste,  municipal
sewage sludge,  pulp and paper mill sludge,  auto fluff,  medical waste and used
tires.  The process  converts solid and semi-solid  wastes into a  clean-burning
medium  BTU gas  that  can be used  for  steam  production  for  electric  power
generation.  The  gas  may  also  be a  useful  building  block  for  downstream
conversion into valuable  chemicals.  Nupower Partnership owns 85% of the Skygas
Venture.  In addition to its ownership in the  partnership,  MPM separately owns
15% of the Venture.

MPM MINING, INC.

Mining  controls 15 claims on  approximately  300 acres in the historical  Emery
Mining  District in Montana.  It also owns a 200 ton per day floatation  mill on
site. Extensive  exploration has been conducted in the area by companies such as
Exxon  Corporation,  Freeport  McMoran Gold Company and Hecla Mining  Company in
addition to the efforts of MPM Mining.  In 1998, the Board of Directors  decided
to dispose of the  mining  properties.  In early  2002,  the Board of  Directors
decided to hold the properties as an investment.

With the increase in the precious metals market,  management has hired a team of
geologists to study and reestablish claims on the company's mining assets.  This
will include the  relocation of unpatented  claims,  research on closed  circuit
recovery methods and an  investigation  of the  profitability of recovery of low
grade gold from old mine dump piles.

FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS

MPM's reportable segments are business units that offer different products.  The
reportable segments are each managed separately because they design and engineer
distinct  products with  different  applications  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.  For the years
ended December 31, 2003 and 2002, the Company operated in two segments. Data for
segment reporting is shown in the notes to the consolidated financial statements
in Item 16.

BACKLOG

MPM  had a  backlog  of  orders  and  work in  progress  at  AirPol  aggregating
approximately $1,200,000 at December 31, 2003. It is anticipated that operations
will consume these  backorders  during 2004. 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 2004.

<PAGE>

COMPETITIVE CONDITIONS

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

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

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

SEASONAL VARIATIONS

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

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

EMPLOYEES

At December 31, 2003, MPM had three  employees and there were seven employees at
AirPol. MPM believes that its relations with its employees are good.

Item 2.  Properties

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

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

                  Owned by MPM:
                           Eight Patented Claims

                  Leased by MPM:
                           Seven Patented Claims

These claims amount to approximately 300 acres of land in Montana.  MPM controls
eighteen former mine sites that have been inactive since 1930. Each of these has
old adits, tunnels and dump piles of known mineralized material. All testing and
metallurgical work has been completed. Management has directed MPM to hold these
interests as previously discussed.

<PAGE>

Item 3.  Legal Proceedings

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

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

There were no matters submitted to a vote of the shareholders  during the fourth
quarter of 2003.

PART II

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

a)  Market Information

Until February 18, 2003, MPM's common stock traded on The Nasdaq SmallCap Market
under the symbol MPML.  On that date MPM common  stock began  trading on the OTC
Bulletin  Board  under  the same  trading  symbol.  The  following  table  shows
quarterly  high and low bid prices for 2003 and 2002 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
                                       --------          --------
2003
----
First Quarter                          $   .25           $   .18
Second Quarter                             .25               .15
Third Quarter                              .35               .21
Fourth Quarter                             .65               .22

2002
First Quarter                          $   3.93           $  2.80
Second Quarter                             2.90              1.07
Third Quarter                              1.11               .48
Fourth Quarter                              .70               .16

b) Holders

As of April 1, 2004,  there were  approximately  2,000  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

<PAGE>

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

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

a)  Results of Operations

MPM acquired  certain of the assets and assumed  certain of the liabilities of a
part of a division of FLS miljo,  Inc. as of July 1, 1998.  MPM formed AirPol to
run this air  pollution  control  business.  As of April 1, 1997,  MPM  acquired
certain of the assets and assumed  certain of the  liabilities of a portion of a
division of United States Filter Corporation, and formed HES to operate this air
pollution  control  business.  The  results of  operations  for the years  ended
December 31, 2003 and 2002 include the operations of HES and AirPol.

For the  year  ended  December  31,  2003,  MPM  had  consolidated  revenues  of
$3,119,212.  Consolidated revenues for 2002 were $8,005,634.  MPM's net loss for
the year was $3,961,318,  or $1.27 per share. There were a number of significant
adjustments made by the Company that contributed to the loss.  Accounting errors
resulting from a second quarter software conversion that were discovered at year
end resulted in approximately $1,200,000 in adjustments. The Company experienced
bad debt losses of  approximately  $532,000.  Additionally,  the Company accrued
approximately $381,000 for possible losses resulting from lawsuits.  Other asset
valuations  resulting from the bankruptcy of HES contributed another $200,000 to
MPM's loss for the year.  Revenues were hurt by the lack of enforcement of clean
air laws. Air pollution  control  companies depend heavily on the enforcement of
clean air laws.

MPM's management has been working on restructuring  the Company.  As part of the
restructuring,  the Company filed a petition in court for HES under Chapter 7 of
the U.S.  Bankruptcy  Code.  Management  is  considering  further  reductions in
personnel,  office space,  and other cost saving changes.  Other  businesses are
being  evaluated to consider  moving the  Company's  business  toward other more
profitable  ventures.  There  have been  significant  consolidations  in the air
pollution  control industry in the past few years.  MPM management's  short term
goal is to operate a lean, profitable company.


2003 COMPARED TO 2002

Revenues  decreased  $4,886,422  (49%) from  $8,005,634 in 2002 to $3,119,212 in
2003.  The net loss for 2003 was  $3,961,318  or $1.27  per  share  compared  to
$3,897,927 or $1.29 per share in 2002.

Selling,  general and administrative  expenses  decreased  $1,187,396 (25%) from
$4,808,360 in 2002 to  $3,620,964 in 2003.  This was due largely to cost savings
related to personnel reductions.

LIQUIDITY AND CAPITAL RESOURCES

During 2003,  funds for  operations  were provided  principally by loans from an
insurance company and loans from an officer/director.  Current cash reserves and
continuing  operations of HES and AirPol are not believed to be adequate to fund
MPM's  and its  subsidiaries  operations  for the  foreseeable  future.  MPM has
contracted with an insurance company to arrange a financing  package.  Assets of
an  MPM  director   collaterialize  this  financing.   MPM  management  is  also
considering  alternative  sources of capital such as private  placements,  other
stock  offerings  and loans from  shareholders  and officers to fund its current
business and expand in other related areas through more acquisitions.

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                      <C>                    <C>
                                                         Year ended
                                                         December 31,
                                                         ------------

                                                             2003                   2002
                                                             ----                   ----

  Net cash used in operating activities                  $(3,472,804)           $(1,930,406)

  Net cash used in investing activities                             -              (325,447)

  Net cash provided by financing activities                 3,468,755              1,667,614

  Net decrease increase in cash and cash equivalents     $    (4,049)           $  (588,239)
</TABLE>

The net cash used in operating  activities in 2003 and 2002 was due primarily to
net  losses,  and to  decreases  in  billings  in excess of costs and  estimated
earnings  on jobs in  progress.  This was due mainly to the  decreased  activity
level at AirPol and HES during 2003 and 2002.

The net cash used in investing  activities  of $325,447 in 2002 was entirely due
to acquisitions of property and equipment.

The net cash provided by financing  activities in 2003 of $3,468,755  was due to
loans from an insurance  company and borrowings  from related  parties.  The net
cash provided by financing  activities  in 2002 of $1,667,614  was due to a loan
from an  officer/director,  notes payable  proceeds and to the exercise of stock
options during the year.

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

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

New Accounting Pronouncements

Standards Implemented

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections.
This  statement   rescinds  SFAS  No.  4,   Reporting   Gains  and  Losses  from
Extinguishment  of Debt,  and an  amendment  of that  statement,  SFAS  No.  44,
Accounting  for  Intangible   Assets  of  Motor  Carriers,   and  SFAS  No.  64,
Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund  Requirements.   This
statement   amends   SFAS  No.  13,   Accounting   for  Leases,   to   eliminate
inconsistencies between the required accounting for sales-leaseback transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to sales-leaseback  transactions.  Also, this statement
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions.  Provisions of SFAS No. 145 related to the rescissions of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No.  13 were  effective  for  transactions  occurring  after May 15,  2002.  The
adoption  of SFAS No.  145 did not have a  significant  impact on the  Company's
results of operations or financial position.

<PAGE>

In June 2003, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement covers restructuring type activities
beginning with plans  initiated after December 31, 2002.  Activities  covered by
this  standard  that are  entered  into  after  that  date will be  recorded  in
accordance with provisions of SFAS No. 146. The adoption of SFAS No. 146 did not
have a significant  impact on the  Company's  results of operations or financial
position.

In December  2002,  the FASB issued SFAS No.  148,  Accounting  for  Stock-Based
Compensation-Transition  and Disclosure,  which provides  alternative methods of
transition  for a voluntary  change to fair value based method of accounting for
stock-based  employee  compensation  as prescribed in SFAS 123,  Accounting  for
Stock-Based Compensation. Additionally, SFAS No. 148 required more prominent and
more  frequent   disclosures  in  financial  statements  about  the  effects  of
stock-based  compensation.  The  provisions of this  Statement are effective for
fiscal years ending after  December 15, 2002. The adoption of this statement did
not  have a  significant  impact  on the  Company's  results  of  operations  of
financial position.

In April 2003,  the FASB issued SFAS  Statement No. 149,  Amendment of Statement
133 on Derivative Instruments and Hedging Activities, which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133, Accounting
for Derivative  Instruments and Hedging Activities.  This Statement is effective
for contracts  entered into or modified after June 30, 2003,  except for certain
hedging  relationships  designated  after June 30, 2003. Most provisions of this
Statement  should be applied  prospectively.  The adoption of this statement did
not  have a  significant  impact  on the  Company's  results  of  operations  or
financial position.

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

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others. FIN 45 requires a company,  at the time it
issues a  guarantee,  to recognize  an initial  liability  for the fair value of
obligations  assumed under the guarantees and elaborates on existing  disclosure
requirements related to guarantees and warranties.  The recognition requirements
are  effective for  guarantees  issued or modified  after  December 31, 2002 for
initial recognition and initial measurement  provisions.  The adoption of FIN 45
did not have a  significant  impact on the  Company's  results of  operations or
financial position.

<PAGE>

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51.
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning  after June 15, 2003. The adoption of FIN 46 did not
have a  significant  impact on the Company'  results of  operations or financial
position.

IMPACT OF INFLATION

Although  inflation  has  slowed  in recent  years,  it is still a factor in our
economy and MPM  continually  seeks ways to mitigate  its impact.  To the extent
permitted by competition,  AirPol passes  increased costs on to its customers by
increasing prices over time.  Management  estimates that the impact of inflation
on the revenues for 2003 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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Certified Public Accountants........F-2

Consolidated Balance Sheet as of December 31, 2003........F-3

Consolidated Statements of Operations for the years ended
 December 31, 2003 and 2002...............................F-4

Consolidated Statements of Stockholders' Equity for the
 years ended December 31, 2003 and 2002...................F-5

Consolidated Statements of Cash Flows for the years ended
 December 31, 2003 and 2002...............................F-6 to F-7

Summary of Accounting Policies............................F-8 to F-11

Notes to Consolidated Financial Statements................F-12 to F-21


<PAGE>


                          Independent Auditors' Report


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,  2003 and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended,   December  31,  2003  and  2002.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of MPM Technologies,
Inc. and Subsidiaries as of December 31, 2003, and the  consolidated  results of
their  operations  and cash flows for the years ended December 31, 2003 and 2002
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  $7,263,584  at
December 31, 2003. 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.





Bridgewater, New Jersey
April 8, 2004

                                      F-2

<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003

                                     ASSETS


Current assets:
   Cash and cash equivalents                       $            8,843
   Accounts receivable, less allowance for
    doubtful accounts of $15,047 (Notes 10 and 13)            306,546
   Costs and estimated earnings in excess of
    billings (Notes 1 and 2)                                   82,250
   Other current assets                                        50,742
                                                    ------------------
          Total current assets                                448,381
                                                    ------------------

Property, plant and equipment (Notes1 and 4)                  929,775
Mineral property held for investment (Note 11)              1,070,368
Prepaid royalty (Note 12)                                     273,000
Purchased intangible, net of accumulated
 amortization of $405,000 (Note 14)                           270,000
Investments - at equity (Note 3)                              106,782
Other assets, net                                             101,277
                                                    ------------------
                                                   $        3,199,583
                                                    ==================

                 LIABILITIES AND STOCKHOLDERS EQUITY

Current liabilities:
   Accounts payable (Note 1)                       $        3,447,347
   Accrued expenses (Note 1)                                  678,204
   Billings in excess of costs and estimated
    earnings (Notes 1 and 2)                                  154,063
   Related party debt (Note 6)                              2,625,269
   Current portion of long-term debt (Note 5)                 807,082
                                                    ------------------
          Total current liabilities                         7,711,965

   Notes payable (Note 5)                                   2,769,790
   Long-term debt, less current portion (Note 5)              186,595
                                                    ------------------
          Total liabilities                                10,668,350
                                                    ------------------
Commitments and contingencies (Notes 7)
Stockholders' equity (Note 9):
   Common stock, $0.001 par value; 100,000,000
    shares authorized; 3,183,064 shares issued and
    outstanding                                                 3,183
   Additional paid-in capital                              11,313,019
   Accumulated deficit                                    (18,784,969)
                                                    ------------------
          Total stockholders' equity                       (7,468,767)
                                                    ------------------
                                                   $        3,199,583
                                                    ==================

See notes to the consolidated financial statements.

                                      F-3

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>             <C>   <C>                                                          <C>                  <C>
                                                                                           Year Ended December 31,
                                                                                      -----------------------------------
                                                                                          2003                 2002
                                                                                      --------------       --------------

Revenues (Notes 2 and 15).......................................................   $     3,119,212      $     8,005,634
Cost of sales...................................................................        (2,782,165)          (5,932,306)
                                                                                      --------------       --------------
Gross margin....................................................................           337,047            2,073,328
Selling, general and administrative expenses....................................        (3,620,964)          (4,808,360)
Impairment loss on intangible asset.............................................                (-)           (514,000)
                                                                                      --------------       --------------
Loss from operations............................................................        (3,283,917)          (3,249,032)
                                                                                      --------------       --------------
Other income (expense):
   Provision for pending lawsuit settlement (Note 7)............................          (308,546)            (294,143)
   Gain on settlement ..........................................................           160,348                    -
   Interest expense (Note 6)....................................................          (562,398)            (384,819)
   Equity in earnings (loss) of unconsolidated jointly owned company............          (66,272)               21,198

   Other income (expense), net..................................................            99,467                8,869
                                                                                      --------------       --------------
Net other expense...............................................................          (677,401)            (648,895)
                                                                                      --------------       --------------
Net loss                                                                           $    (3,961,318)     $    (3,897,927)
                                                                                      ==============       ==============

Loss per share - basic and diluted:                                                $         (1.27)     $         (1.29)
Weighted average shares of common stock outstanding -
   basic and diluted............................................................         3,107,807            3,021,040
                                                                                      ==============       ==============
</TABLE>

See notes to the consolidated financial statements.

                                      F-4

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
<S>              <C>                 <C>       <C>      <C>         <C>             <C>

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

Balance, January 1, 2002             3,011,917 $  3,012 $11,254,939 $(10,925,724)   $     332,227


Sale of common stock pursuant to
 Regulation S under the Securities
 Act of 1933                                 -        -       2,219            -            2,219

Common stock issued on exercise of
 stock options                          10,000       10       8,990            -            9,000



Net loss                                     -        -           -   (3,897,927)      (3,897,927)
                                     ---------- -------- ----------- ------------    -------------

Balance, December 31, 2002           3,021,917    3,022  11,266,148  (14,823,651       (3,554,481)

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

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

Balance, December 31, 2003           3,183,064 $  3,183 $11,313,019 $(18,784,969)   $  (7,468,767)
                                     ========== ======== =========== ============    =============
</TABLE>




See notes to the consolidated financial statements.

                                       F-5

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                               <C>                  <C>
                                                                                         Year Ended December 31,
                                                                                    ----------------------------------
                                                                                        2003                 2002
                                                                                    -------------        -------------

Cash flows from operating activities:
   Net loss.....................................................................  $   (3,961,318 )     $   (3,897,927 )
   Adjustments to reconcile net loss to net cash
    (used in) operating activities:
     Depreciation and amortization..............................................         360,730              215,382
     Stock based compensation...................................................          47,032                    -
     Loss on disposition of fixed assets........................................         172,602                    -
     Interest imputed on related party debt.....................................               -                2,210
     Impairment loss on intangible assets.......................................               -              514,000
     Loss on minority owned joint venture.......................................          66,272                    -
     Loss on write-off of leasehold improvements due to terminated lease                  12,980                    -
     Change in assets and liabilities:
         Accounts receivable....................................................       1,093,407              675,446
         Costs and estimated earnings in excess of billings.....................         408,641              404,546
         Inventories............................................................          29,604                8,255
         Other assets...........................................................          16,887              239,255
         Accounts payable and accrued expenses..................................     (1,813,439)              489,588
         Billings in excess of costs and estimated earnings.....................          93,798             (581,170 )
                                                                                    -------------        -------------
Net cash (used in) operating activities.........................................      (3,472,804 )         (1,930,406 )
                                                                                    -------------        -------------

Cash flows from investing activities:
     Acquisition of property, plant and equipment...............................               -             (325,447 )
                                                                                    -------------        -------------
Net cash (used in) investing activities.........................................               -             (325,447 )
                                                                                    -------------        -------------

Cash flows from financing activities:
   Stock issued for cash........................................................               -                9,000
   Borrowings from related                                                               310,312            1,508,614
      parties...............................................................
   Proceeds from long-term debt.................................................       3,021,090              150,000
                                                                                    -------------        -------------
Net cash provided by financing activities.......................................       3,468,755            1,667,614
                                                                                    -------------        -------------

Net (decrease) in cash and cash equivalents.....................................          (4,049 )          (588,239)
Cash and cash equivalents, beginning of year....................................          12,892              601,131
                                                                                    -------------        -------------
Cash and cash equivalents, end of year..........................................  $        8,843       $       12,892
                                                                                      =============        =============
</TABLE>



See notes to the consolidated financial statements.

                                       F-6

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                               <C>                  <C>
                                                                                         Year Ended December 31,
                                                                                    ----------------------------------
                                                                                        2003                 2002
                                                                                    -------------        -------------
Supplemental Disclosures Of Cash Flow Information

Cash paid during the year for:
    Interest....................................................................  $        3,679       $        6,651

</TABLE>

                                      F-7

<PAGE>

See notes to the consolidated financial statements.

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                         SUMMARY OF ACCOUNTING POLICIES
                         ------------------------------

Operations, Principles of Consolidation and Basis of Presentation

MPM Technologies,  Inc. (the Company) was incorporated as Okanogan  Development,
Inc. on July 18, 1983, under the laws of the State of Washington.  It was formed
primarily  for the purpose of  investing  in real estate and  interests  in real
estate. On April 25, 1985, the Company combined with MADD Exploration  (MADD), a
Montana  partnership,  and changed its name to Montana Precision Mining, Ltd. In
August 1995, the Company changed its name to MPM Technologies,  Inc. As a result
of the combination with MADD, the Company acquired mining properties  located in
Powell County,  Montana.  The Company is not currently engaged in exploration or
developmental mining activities in regard to these properties. (See Note 11.)

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

HES, a wholly owned subsidiary, was acquired on March 31, 1997 (See Note 1). HES
designs,  engineers,  supplies and services air  pollution  control  systems for
Fortune 500 and other environmental and industrial  companies  worldwide.  HES's
systems primarily utilize heat and chemicals to control air pollution.

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

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

SkyGas,  an 85% directly and indirectly owned joint venture,  was formed in 1990
for  the  purpose  of  commercializing   the  SkyGas  technology,   which  is  a
disposal/gasification  process that converts  solid and  semi-solid  wastes into
clean, medium BTU syntheses gas. As of December 31, 2003 and 2002,  participants
and  interests  owned in the SkyGas  venture  included:  NuPower (a 58.21% owned
subsidiary of the Company),  70%, MPM Technologies,  Inc., 15%, and USF Smogless
of Milan,  Italy (a subsidiary of United  States Filter  Corporation  which also
owns shares of the Company totaling 6.83% of the common stock outstanding), 15%.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As of December 31, 2003, 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.

                                      F-8

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                         SUMMARY OF 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 2003 and 2002,  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  patents  and  licensing  rights  and is being
amortized on a straight-line  basis over its estimated  period of future benefit
of ten years. The Company periodically evaluates the recoverability of purchased
intangible.  The  measurement of possible  impairment is based  primarily on the
Company's ability to recover the unamortized balance of the purchased intangible
from expected future operating cash flows on an undiscounted basis.

Asset Impairment

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

Income Taxes

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

Research and Development Costs

Research and development costs are charged to expense as incurred.

                                      F-9

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                         SUMMARY OF ACCOUNTING POLICIES
                         ------------------------------

Advertising Costs

Advertising costs are charged to operations when incurred.  Advertising  expense
was  $18,071  and  $26,464  for the  years  ended  December  31,  2003 and 2002,
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.

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, 2003 for
cash equivalents, investments, accounts payable and accrued expenses approximate
fair value because of the immediate or  short-term  maturity of these  financial
instruments.  The fair value of notes  payable and long-term  debt  approximates
their  carrying  value as the  stated or  discounted  rates of the debt  reflect
recent market conditions.

Limitations

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

Cash and Cash Equivalents

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

                                      F-10

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                         SUMMARY OF ACCOUNTING POLICIES
                         ------------------------------

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,  2003 and 2002,  outstanding  options to  purchase  1,864,508  and
1,451,258  shares  of the  Company's  common  stock  were  not  included  in the
computation  of  diluted  earnings  per share as their  effect  would  have been
antidilutive. As the Company's stock options are antidilutive, basic and diluted
earnings per share are the same for all periods presented.

Reclassifications

Certain  amounts  in  the  2002  consolidated  financial  statements  have  been
reclassified   to  conform  to  the  2003   consolidated   financial   statement
presentation.


                                      F-11

<PAGE>


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


1.       Business Acquisitions

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

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

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

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

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

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

2.       Costs and Estimated Earnings on Contracts in Progress

Following is a summary of costs,  billings,  and estimated earnings on contracts
in progress as of December 31, 2003.


Costs incurred on contracts in progress............$    7,733,421
Estimated earnings.................................     3,021,326
                                                     -------------
                                                       10,754,757
Less billings to date..............................    10,826,570
                                                     -------------
                                                   $     (71,813)
                                                     =============


The above  accounts are shown in the  accompanying  consolidated  balance sheets
under these captions at December 31, 2003.

                                      F-12

<PAGE>

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


Costs and estimated earnings in excess
 of billings............................ $   82,250
Billings in excess of costs and
 estimated earnings.....................   (154,063 )
                                          ----------
                                         $  (71,813 )
                                          ==========

3.       Investments at Equity

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

At December 31, 2003 the Company's  investment  carried at equity  consists of a
40% ownership in Sunic-AirPol,  Inc. As a result of this investment, the Company
recognized  $66,272 of loss for the year ended  December 31, 2003 and $21,198 of
income for the year ended December 31, 2002.

4.       Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31, 2003:

      Equipment........................................ $    1,506,639
      Furniture and fixtures...........................         31,008
      Leasehold improvements...........................              -
                                                          -------------
                                                             1,537,647
      Less accumulated depreciation....................        607,872
                                                          -------------
                                                        $      929,775
                                                          =============

Depreciation expense charged to operations was $293,230 and $215,382 in 2003 and
2002, respectively.

5.       Note Payable and Long-Term Debt

In December 2002, the Company entered into a revolving  credit agreement with an
insurance company.  Under the terms of its agreement,  the Company may borrow up
to $500,000 at 5.25% per annum,  which was increased to $3,000,000 in 2003.  The
note is secured by stock and mineral property held for investment and matures on
December 1, 2005.  As of December  31,  2003,  the  Company  has  $2,769,790  of
advances outstanding under the agreement.

In conjunction  with the Company's  acquisition of HES (See Note 1), the Company
assumed a long-term obligation totaling $1,200,000,  which is payable in sixteen
annual  installments  of $75,000.  As there was no stated  interest  rate on the
obligation,  an imputed  interest  rate of 9%, which  represented  the Company's
estimated  borrowing rate, was utilized.  The payments due in 2003,  2002, 2001,
2000, 1999 and 1998 have not been made, as the Company  believes the note holder
has breached the agreement.  Under the terms of the agreement,  non-payment does
not result in the debt being callable.  At December 31, 2003, the carrying value
of the  obligation,  net of discount,  was $993,677  plus accrued  interest.  At
December 31, 2003, current amounts owed under this obligation are $807,082.

                                      F-13

<PAGE>

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

6.       Related Party Debt

Related  party debt  consists of advances  received  from various  directors and
related  parties.  At December 31,  2003,  amounts  owed these  related  parties
totaled $2,625,269 due on demand.

In 2002, certain of the related party creditors  voluntarily agreed to terminate
their current and future right to interest payments.  As such,  interest expense
of $2,219  has been  imputed  on this debt at 10% for 2002 with a  corresponding
offset to additional paid-in capital.

7.       Commitments and Contingencies

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

Year Ending December 31,                                   Amount
------------------------------------------------------  ------------


    2004.............................................. $    170,805
    2005..............................................      169,776
    2006..............................................      169,776
    2007..............................................      169,776
    Thereafter........................................       28,296
                                                        ------------
                                                       $    708,429
                                                        ============

Rent  expense for the years ended  December  31, 2003 and 2002 was  $200,393 and
$315,954, respectively.

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

The Company is a defendant in various  lawsuits,  some of which seek substantial
monetary  damages.  The lawsuits  include those brought  against the Company for
breach of  contract.  The  estimated  losses as a result of the  lawsuits  total
$308,546 and is recorded as a charge to income on the consolidated  statement of
operations.

8.       Income Taxes

As of December 31, 2003 the significant components of the Company's net deferred
tax asset is as follows:


Net operating loss carryforward.............            $ 3,944,000
Differences between book and tax
 depreciation...............................                220,000
Goodwill and purchase asset adjustments.....                 10,000
Writedown of mineral properties.............                136,000
Other.......................................                 40,000
                                                         -----------
                                                          4,350,000
Less: valuation allowance...................              4,350,000
                                                         -----------

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

                                      F-14

<PAGE>

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

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, 2003.

At December 31,  2003,  the Company has net  operating  loss  carryforwards  for
federal income tax purposes totaling  approximately $11.6 million that expire in
the years 2004 through  2023.  At December  2003,  the Company has net operating
loss  carryforwards  for state income tax purposes totaling  approximately  $8.0
million that expire in the years 2004 through 2023.


9.       Stockholders' Equity

Stock Option Plan

On May 22, 1989, the shareholders of the Company voted to approve a stock option
plan (the Plan) for  selected  key  employees,  officers  and  directors  of the
Company.  The Plan is administered  by a Compensation  Committee of the Board of
Directors  (the  "Committee")  consisting of those  directors of the Company and
individuals who are elected annually by the Board of Directors to the Committee.
The Board of Directors has chosen one of the Company's directors and one outside
individual to serve on the Committee.  No director  eligible to receive  options
under the Plan may vote  upon the  granting  of an option or Stock  Appreciation
Rights  (SAR) to  himself  or  herself  or upon  any  decision  of the  Board of
Directors or the  Committee  relating to the Plan.  Under the Plan, a maximum of
236,667  shares  were  approved  to be  granted,  which  in 2003 and  2002,  was
increased by 300,000 and 300,000,  respectively.  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 December 31, 2001................   1,411,258   $        2.11
Granted.........................................      50,000            0.60
Exercised.......................................     (10,000.)         (0.90 )
Expired.........................................           -               -
                                                 ------------    ------------

Outstanding at December 31, 2002................   1,451,258   $        2.05
                                                 ============    ============

Granted.........................................     413,250            0.22
Exercised.......................................           -               -
Expired.........................................           -               -
                                                 ------------    ------------

Outstanding at December 31, 2003................   1,864,508   $        1.83
                                                 ============    ============

                                      F-15

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

Proforma Information

SFAS No. 123 requires the Company to provide pro forma information regarding net
loss and loss per share as if  compensation  cost for the Company's stock option
plan  had been  determined  in  accordance  with the  fair  value  based  method
prescribed  by SFAS No. 123. The Company  estimates the fair value of each stock
option at the grant date by using the  Black-Scholes  option-pricing  model with
the following weighted-average assumptions used: dividend yield of zero percent;
expected  volatility  of 105  percent in 2003 and 23 percent in 2002;  risk-free
interest  rate of 4.27  percent in 2003 and 4.35  percent for 2002 and  expected
lives of ten years for 2003 and 2002. The weighted average fair value at date of
grant for options  granted to  employees  was $1.74 in 2003 and $2.07 per option
for 2002.  Under the  accounting  provisions  of SFAS No. 123, the Company's net
loss and loss per share for each of the two years in the period  ended  December
31, 2003 and 2002 would have been  adjusted to the pro forma  amounts  indicated
below:
                                                  2003           2002
                                               -----------    -----------

                                                Year Ended December 31,
                                               --------------------------
Net loss......................................
  As reported.................................$(3,961,318) $ (3,897,927 )
  Pro forma...................................$(4,043,968) $ (3,911,277 )

Loss per share................................
  As reported.................................$     (1.27) $      (1.29 )
  Pro forma.................................. $     (1.30) $      (1.29 )

The following table summarizes information about stock options outstanding at
December 31, 2003:

<TABLE>
<CAPTION>
<S>                            <C>         <C>                            <C>
                                                                        Options
                          Number               Weighted             Outstanding and
      Range of          Outstanding             Average           Exercisable Weighted
      Exercise        and Exercisable          Exercise            Average Remaining
       Prices           at 12/31/03              Price          Contractual Life (Years)
   ---------------   ------------------      --------------    ---------------------------

 $           0.22              413,250     $          0.22                9.8
 $   0.88 - $0.90              164,591     $          0.89                4.6
 $           2.00              710,000     $          2.00                7.4
 $           2.70              450,000     $          2.70                8.8
 $           3.00              126,667     $          3.00                7.5
                     ------------------                        ---------------------------

 $   0.22 - $3.00            1,864,508     $          1.74                8.0
                     ==================                        ===========================
</TABLE>

10.      Valuation and Qualifying Accounts

Allowance for doubtful account activity was as follows at December 31, 2003.


        Balance, beginning of year.......................... $    1,608,000
        Charged to (deducted from) expense..................         15,047
        Write-offs, net of recoveries.......................    (1,608,000)
                                                               -------------
        Balance, end of year................................ $       15,047
                                                               =============

At December 31, 2003,  management of the Company  decided to provide for a large
amount for  accounts  that were in dispute at that time.  Management  vigorously
pursued all its legal and  business  options in  collecting  these  receivables.
Those  receivables  were deemed  uncollectible  and written off at December  31,
2003.

                                      F-16

<PAGE>

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

11.      Mineral Properties

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

12.      Prepaid Royalty

During 1994,  the Company  entered  into an agreement to sell certain  equipment
related to the SkyGas  technology to the inventor of this technology in exchange
for a $275,000 note  receivable.  The note was  collateralized  by the equipment
sold. Under the agreement,  the note was due in a balloon payment of $275,000 on
December 1, 1995 or at such time the SkyGas  process is placed into  sustainable
commercial  production.  Additional  renewals have not been  negotiated  and the
Company has  recharacterized  this former note receivable as prepaid  royalties,
recoverable from future revenues  resulting from the operation of the equipment.
The balance at December 31, 2003 was $273,000.

13.      Related Party Transactions

The Company contracts for its shareholder  relations services with an officer of
the Company. The Company incurred expenses to this related party for services in
2003 and 2002 of $53,416 and $61,776, respectively.

As of December 31, 2003 and 2002, a business  owned by the  Company's  President
owed the  Company  $19,614  from the sale of certain  equipment.  This amount is
included in accounts receivable.

14.      Purchased Intangible

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

16.   Subsequent Event

     On  March  9,  2004,  MPM  management   filed  a  petition  for  Huntington
     Environmental  Systems,  Inc.  (HES) in court  under  Chapter 7 of the U.S.
     Bankruptcy Code.

                                      F-17

<PAGE>

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


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

Not applicable

PART III

Item 9. Directors and Executive Officers of the Registrant

a)  Identification of Directors
                                                                FIRST ELECTED
      NAME                    AGE      POSITION                 DIRECTOR
------------------------------------------------------------------------
Richard E. Appleby            64        Director                4/25/1985
Glen Hjort                    51        Director                2/16/1998
Frank E. Hsu                  58        Director                6/24/2002
Richard Kao                   63        Director                6/28/1999
Michael J. Luciano            50        Director                2/16/1998
L. Craig Cary Smith           54        Director                4/25/1985
Daniel D. Smozanek            78        Director                4/25/1985

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

b)  Identification of Executive Officers.

      NAME                   AGE       POSITION                  OFFICER SINCE
------------------------------------------------------------------------------
Richard E. Appleby            64        Vice President               4/25/1985
Glen Hjort                    51        Chief Financial Officer      6/28/1999
Frank E. Hsu                  58        Chief Operating Officer      6/24/2002
Robert D. Little              54        Secretary                    1/03/1991
Michael J. Luciano            50        Chairman & CEO               2/16/1998
Daniel D. Smozanek            78        Treasurer                    4/25/1985

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

c)   Identification of Certain Significant Employees.

As of December 31, 2003,  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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

(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 2002 and 2001.

Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
<S>        <C>                         <C>
                                        Annual Compensation
Name and
Principal
Position  Year Salary  Bonus(s)  Compensation  Awards(s)($)SARs($)Payout(s)($) Compensation
-------------------------------------------------------------------------------------------

Michael J.
Luciano    2003                        $300,000
CEO        2002                        $300,000

Robert D.
Little     2003                        $53,416
Secretary  2002                        $61,776
</TABLE>

(1)  MPM  contracts  with Mr. Little  for its  shareholder  relations  services.
     Expenses  related  to this  were  $53,416  and  $61,776  for 2003 and 2002,
     respectively.

<PAGE>

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

Option Grants In 2003 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
--------------------------------------------------------------------------------
Frank E.
Hsu         90,000              30.0%           $0.22         $0.22      9/16/13

Robert D.
Little      65,000              22.6%            0.22          0.22      9/16/13

Michael J.
Luciano     100,000             33.3%            0.22          0.22      9/16/13

L. Craig
Cary Smith  45,000              15.0%            0.22          0.22      9/16/13


<TABLE>
<CAPTION>
<S>                                    <C>             <C>
Aggregated Option/SAR Exercises in Last Fiscal Year and FYE 2003 Option/SAR Values
----------------------------------------------------------------------------------

                                                       Number of
                                                       Securities         Value of
                                                       Underlying         Unexercised
                                                       Unexercised        In-The-Money
                                                       Options/SARs       Options/SARs
                        Shares                         At FY-End (#)      At FY-End
                        Acquired         Value         Exercisable/       Exercisable/
Name                   On Exercise     Realized ($)    Unexercisable      Unexercisable
---------------------------------------------------------------------------------------
Michael J. Luciano        None         621,890         $404,229           Exercisable

L. Craig Cary Smith       None         245,389         $159,503           Exercisable

Robert D. Little          None         260,223         $169,145           Exercisable

Glen Hjort                None         90,000          $  58,500          Exercisable

Frank E. Hsu              None         140,000         $  91,000          Exercisable

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

Daniel D. Smozanek        None         8,000           $    5,200         Exercisable
</TABLE>

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.  At
the Annual  Meeting of  Shareholders  held on June 26,  2003,  the  shareholders
approved an amendment to the stock option plan  therefore  increasing the number
of shares in the plan by 300,000.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

a) Security Ownership of Certain Beneficial Owners.

Except as noted in part b. below, no person or group was known by the Registrant
except as noted below to own more than five  percent (5%) of its common stock at
December 31, 2003.

b) Security Ownership of Management as of April 1, 2004.

The following table sets forth, as of April 1, 2004 the amount and percentage of
the Common Stock of MPM, which according to the information  supplied to MPM, is
beneficially  owned by  management,  including  officers  and  directors of MPM.
Except as otherwise  specified,  the persons named in the table have sole voting
power  and  investment  power  with  respect  to  all  shares  of  Common  Stock
beneficially owned by them.

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

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

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

c.)  Changes in Control.

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

Item 12.  Certain Relationships and Related Transactions

a.)  Transactions with Management and Others.

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

b.)  Certain Business Relationships.

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

Under the terms of an  agreement  with  Michael J.  Luciano,  Chairman and Chief
Executive Officer,  in April 1999, MPM issued 150,000 shares of its common stock
at the then current  market price of $2.00 in exchange  for $300,000  cash.  MPM
also issued convertible  debentures  aggregating $400,000 which were convertible
to common stock at the  discounted  price of $1.20 per share.  These  debentures
were converted  concurrently  with the stock issue and resulted in an additional
333,333 shares being issued. The discount of $266,666 was treated as a financing
charge  against  MPM's  income  for 1999.  At the same  time,  MPM issued a note
payable to Mr.  Luciano in the amount of $400,000  with  interest  only payments
monthly through March 2004 and the entire  principal  balance due in April 2004.
In 2000,  MPM issued  100,000  shares of its common stock in  settlement  of the
debt.

At December 31, 2003 and 2002,  Richard  Appleby was owed  $189,000  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, 2003 and 2002, MPM paid $53,416 and $61,776
for these services, respectively..

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

c)  Other Information

      None

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

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

(B)  Reports on Form 8-K

        None

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDARIES
                     --------------------------------------

                                   SIGNATURES

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


MPM Technologies, Inc.

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

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

         Date: April 14, 2004


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:  April 14, 2004                      Dated:  April 14, 2004


/s/ Frank E. Hsu                            /s/ Daniel D. Smozanek
----------------                            ----------------------
Frank E. Hsu                                Daniel D. Smozanek
Chief Operating Officer & Director          Treasurer & Director
Dated:  April 14, 2004                      Dated:  April 14, 2004


/s/ Richard E. Appleby                      /s/ L. Craig Cary Smith
----------------------                      -----------------------
Richard E. Appleby                          L. Craig Cary Smith
Vice President & Director                   Director
Dated:  April 14, 2004                      Dated:  April 14, 2004


/s/ Richard Kao
---------------
Richard Kao
Director
Dated:   April 14, 2004



<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDARIES
                     --------------------------------------

                                  CERTIFICATION


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

1.   I have reviewed this Form 10-KSB of MPM Technologies, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     material  fact  or  omit to  state  material  fact  necessary  to make  the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial condition,  results of operations, and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures as of the date within 45 days prior to the filing date
          of this report (the Evaluation Date"); and

     c)   Presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date.

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls: and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.



Date: April 14, 2004                                 /s Michael J. Luciano
--------------------                                 ----------------------
                                                     Chief Executive Officer
                                                     -----------------------

<PAGE>

                     MPM TECHNOLOGIES, INC. AND SUBSIDARIES
                     --------------------------------------

                                  CERTIFICATION

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

1.   I have reviewed this Form 10-KSB of MPM Technologies, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     material  fact  or  omit to  state  material  fact  necessary  to make  the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial condition,  results of operations, and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures as of the date within 45 days prior to the filing date
          of this report (the Evaluation Date"); and

     c)   Presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date.

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls: and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.



Date: April 14, 2004                                 /s Glen Hjort
                                                     -----------------------
                                                     Chief Financial Officer