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, 2006
                         Commission File Number 0-14910

                             MPM TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its Charter)

          WASHINGTON                                     81-0436060
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

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

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes _X_  No ___

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

State issuer's revenues for the most recent fiscal year: $ 1,729,257

The aggregate market value of the voting and non-voting equity held by
non-affiliates computed by reference to the closing price of $1.00 at which the
common equity was sold as of April 12, 2007 was $ 6,263,064.

<PAGE>


The number of shares outstanding of the registrant's common stock as of April
12, 2007 was 6,263,064.

Transitional Small Business Disclosure Format  Yes ___  No _X_

PART I

Item 1. Business

Incorporated in 1983, MPM Technologies, Inc. ("MPM" or "the Company") as of year
ended  December 31, 2006,  had three wholly  owned  subsidiaries:  AirPol,  Inc.
("AirPol"),  Nupower,  Inc. ("Nupower") and MPM Mining Inc. ("Mining").  For the
year ended December 31, 2006, AirPol was the only revenue generating entity.

On March 9, 2004,  MPM  management  filed a petition for  subsidiary  Huntington
Environmental  Systems Inc.  ("Huntington")  in federal court under Chapter 7 of
the U.S.  Bankruptcy  Code.  There were no  operations of Huntington in 2005. On
July 20, 2005,  the bankruptcy  trustee filed a report with the U.S.  Bankruptcy
Court Northern  District of Illinois under  bankruptcy  petition number 04-09160
stating  that the trustee had  examined  the debtor in  accordance  with Section
341(d) of the  Bankruptcy  Code that he believed that there were no assets to be
administered for the benefit of creditors.

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

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

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

AIRPOL, INC.

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

<PAGE>


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 through its technologies and employees.

NUPOWER, INC.

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

MPM MINING, INC.

The  company  owns 7.5  patented  claims  and 2  unpatented  claims and leases 7
patented claims with options to purchase on approximately 300 acres in Montana's
historical  Emery  Mining  District.  It also  owns a  200-ton  per  day  onsite
floatation  mill.  Companies such as Exxon  Corporation,  Freeport  McMoran Gold
Company  and Hecla  Mining  Company in  addition  to MPM Mining  have  conducted
extensive  exploration in the area. In 1998,  the Board of Directors  decided to
dispose of the mining  properties  but later  rescinding  that decision in early
2002 deciding to hold the properties as an investment.  Management believes that
the  investment  would  greatly  increase  with the addition of a joint  venture
partner. To that end management is actively seeking a joint venture partner with
the necessary financial abilities to further explore and develop the properties.

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

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

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

<PAGE>


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

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

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

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

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

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

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

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

<PAGE>


FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS

Management  considers MPM's reportable  segments to be business units that offer
different  products.  The business  segments may be reportable  because they are
each managed  separately,  or they design and engineer  distinct  products  with
different  applications in the air pollution  control field.  Airpol operates in
the  air  pollution   control  field.   MPM's  other  segments  are  essentially
non-operational  at the present time, and,  accordingly have been aggregated for
reporting purposes. Accordingly, for the years ended December 31, 2006 and 2005,
the Company operated in one segment,  and there is no separate segment reporting
required.

BACKLOG

MPM  had a  backlog  of  orders  and  work in  progress  at  AirPol  aggregating
approximately $1,060,000 at December 31, 2006. It is anticipated that operations
will consume these  backorders  during 2007. There is currently no other backlog
of orders for any of MPM's other businesses.

WASTE-TO-ENERGY

MPM's  waste-to-energy  process  consists of an innovative  technology  known as
"Skygas".  The process is used in the disposal and gasification of various forms
of non-metallic  wastes. MPM continues to negotiate with interested entities for
the manufacture and operation of Skygas units.  These  negotiations are ongoing,
and MPM  management  is hopeful  that there will be formal  agreements  in place
during 2007.

COMPETITIVE CONDITIONS

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

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

Due to the large number of persons and companies  engaged in exploration for and
production of  mineralized  material,  there is a great degree of competition in
the mining part of the business.

SEASONAL VARIATIONS

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

<PAGE>


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

EMPLOYEES

At December 31, 2006,  MPM had three  employees and there were four employees at
AirPol. MPM believes that its relations with its employees are good.


Item 2. Properties

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

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

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

<PAGE>


                                [GRAPHIC OMITTED]
                       (See Supplemental pdf attachment)


Item 3. Legal Proceedings

None

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

There were no matters submitted to a vote of the shareholders  during the fourth
quarter of 2006.

<PAGE>


PART II

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

a) Market Information

On February  18, 2003 MPM common stock began  trading on the OTC Bulletin  Board
under the trading symbol MPML. The following  table shows quarterly high and low
bid prices  for 2006 and 2005 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
                                                       --------         -------
2006
----
First Quarter                                          $  .40            $ .10
Second Quarter                                           1.05              .15
Third Quarter                                             .85              .25
Fourth Quarter                                            .69              .25

2005
----
First Quarter                                          $  .25            $ .18
Second Quarter                                            .20              .06
Third Quarter                                             .27              .06
Fourth Quarter                                            .25              .10

b) Holders

As of April 12, 2007,  there were  approximately  1,800 holders of record of the
Registrant's common stock.

c) Dividends

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

d) Recent Sales of Unregistered Securities

     None


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

<PAGE>


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


a) Results of Operations

MPM acquired  certain of the assets and assumed  certain of the liabilities of a
part of a division of FLS miljo,  Inc. as of July 1, 1998.  MPM formed AirPol to
run this air pollution control business. The results of operations for the years
ended December 31, 2006 and 2005 include the operations AirPol.

For the  year  ended  December  31,  2006,  MPM  had  consolidated  revenues  of
$1,729,257.  Consolidated revenues for 2005 were $1,959,353.  MPM had a net loss
for the year of  $1,651,804,  or $0.49 per share.  MPM's net income for 2005 was
$1,898,498,  or $0.60 per share ($0.38 per share on a fully diluted basis).  The
net  income  was  due to  the  liquidation  of the  assets  and  liabilities  of
Huntington.  The Company realized a gain on liquidation of $2,611,922,  or $0.82
per share. Not including the gain from the  liquidation,  MPM had a net loss for
2005 of $713,424,  or $0.22 per share.  Revenues  were again hurt by the lack of
enforcement of clean air laws. Air pollution control companies depend heavily on
the enforcement of clean air laws.

MPM's management continues to work to bring the Company to profitability.  Other
businesses are being evaluated to consider moving the Company's  business toward
other more profitable  ventures.  There have been significant  consolidations in
the air  pollution  control  industry  in the past few years.  MPM  management's
short- term goal is to operate a lean, profitable company.

2006 COMPARED TO 2005

Revenues decreased $230,096 (12%) from $1,959,353 in 2005 to $1,729,257 in 2006.
The net loss from  continuing  operations  for 2006 was  $1,651,804 or $0.49 per
share compared to $713,424 or $0.22 per share in 2005.

Selling,  general and  administrative  expenses  increased  $408,418  (38%) from
$1,087,013 in 2005 to $1,495,431 in 2006.

LIQUIDITY AND CAPITAL RESOURCES

During 2006,  funds for  operations  were provided  principally by loans from an
officer/director.  Current cash  reserves and  continuing  operations of HES and
AirPol  are not  believed  to be  adequate  to fund  MPM's and its  subsidiaries
operations for the foreseeable future. MPM management is 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:

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

                                                             2006        2005
                                                          ---------- -----------

   Net cash provided by (used in) operating activities    $ 148,029  $ (311,483)

   Net cash used in investing activities                    (13,201)          -

   Net cash provided by financing activities                303,600     309,500
                                                          ---------- -----------

   Net increase (decrease) in cash and cash equivalents   $ 438,428  $   (1,983)
                                                          ========== ===========

The net cash provided by operating  activities in 2006 was due to collections of
accounts receivable,  non-cash costs such as depreciation and amortization,  and
increases in billings in excess of costs and  estimated  earnings on projects in
progress. Cash used in operating activities in 2005 was due primarily to the net
loss.  This was due mainly to the  decreased  activity  levels at AirPol  during
2005.

The net cash  provided by financing  activities in 2006 and 2005 of $303,600 and
$309,500, respectively, were due to loans from related parties.

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

<PAGE>


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In  July  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation Number 48, "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's  financial  statements  in accordance  with  Statement of Financial
Accounting  Standards ("SFAS") Number 109, "Accounting for Income Taxes". FIN 48
prescribes a recognition  threshold and measurement  attribute for the financial
statement  recognition and measurement of a tax position taken or expected to be
taken  in a  tax  return.  FIN  48  also  provides  guidance  on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure  and  transition.  FIN 48 is  effective  for  years  beginning  after
December 15, 2006. We will adopt FIN 48 as of January 1, 2007, as required.  FIN
48 is not expected to have a material impact on our financial statements.

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

In September 2006, the FASB issued SFAS 158, "Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans", which requires an employer to
recognize  the   overfunded  or   underfunded   status  of  a  defined   benefit
postretirement  plan as an asset or  liability  in its  statement  of  financial
position.  Changes  in  funded  status of the plan  must be  recognized  through
comprehensive  income.  SFAS 158 is  effective  for fiscal  years  ending  after
December 15, 2006. Accordingly,  we adopted SFAS 158 for our year ended December
31, 2006. Since the Company does not have a defined benefit postretirement plan,
the adoption of SFAS 158 did not impact our financial statements.


IMPACT OF INFLATION

Although  inflation  has been low in recent  years,  it is still a factor in our
economy and MPM  continually  seeks ways to mitigate  its impact.  To the extent
permitted by competition,  AirPol passes  increased costs on to its customers by
increasing prices over time.  Management  estimates that the impact of inflation
on the revenues for 2006 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.

<PAGE>


Item 7. Financial Statements

The financial statements follow on the next page.

<PAGE>


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

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

                           DECEMBER 31, 2006 AND 2005

<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

Consolidated Balance Sheet as of December 31, 2006................. F-3

Consolidated Statements of Operations for the years ended
 December 31, 2006 and 2005........................................ F-4

Consolidated Statements of Stockholders' Equity for the years ended
 December 31, 2006 and 2005........................................ F-5

Consolidated Statements of Cash Flows for the years ended
 December 31, 2006 and 2005........................................ F-6 to F-7

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

Notes to Consolidated Financial Statements......................... F-11 to F-18

<PAGE>


           Report of the Independent Registered Public Accounting Firm


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

We have audited the accompanying consolidated balance sheet of MPM Technologies,
Inc.  and  Subsidiaries  as of December  31,  2006 and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2006  and  2005.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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, 2006, and the  consolidated  results of
their  operations  and cash flows for the years ended December 31, 2006 and 2005
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  $5,889,394  at
December 31, 2006. 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.


Rosenberg Rich Baker Berman & Co.
Bridgewater, New Jersey
April 12, 2007


                                       F-2
<PAGE>


                     MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2006

                                     ASSETS
Current assets:
  Cash and cash equivalents                                      $     443,223
  Accounts receivable, less allowance for doubtful accounts of
   $165,000 (Note 10)                                                   24,293
  Costs and estimated earnings in excess of billings (Notes 1
   and 2)                                                               74,215
  Other current assets                                                  24,254
                                                                 --------------
      Total current assets                                             565,985
                                                                 --------------

Property, plant and equipment (Notes1 and 4)                            10,405
Mineral property held for investment (Note 11)                       1,070,368
Prepaid royalty (Note 12)                                              273,000
Purchased intangible, net of accumulated amortization of $607,500
 (Note 14)                                                              67,500
Other assets, net                                                       95,139
                                                                 --------------
                                                                 $   2,082,397
                                                                 ==============

                       LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
  Accounts payable (Note 1)                                      $     693,677
  Accrued expenses (Note 1)                                             63,167
  Billings in excess of costs and estimated earnings (Notes 1
   and 2)                                                              452,434
  Related party debt (Note 6)                                        5,246,101
                                                                 --------------
      Total current liabilities                                      6,455,379

  Notes payable (Note 5)                                             3,830,537
                                                                 --------------
      Total liabilities                                             10,285,916
                                                                 --------------

Commitments and contingencies (Notes 7)                                      -

Stockholders' equity (Note 9):
  Preferred stock, no par value; 10,000,000 shares authorized; 0
   shares issued and outstanding                                             -
  Common stock, $0.001 par value; 100,000,000 shares authorized;
   6,263,064 shares issued and outstanding                               6,263
  Additional paid-in capital                                        12,233,939
  Accumulated deficit                                              (20,443,721)
                                                                 --------------
      Total stockholders' equity                                    (8,203,519)
                                                                 --------------
                                                                 $   2,082,397
                                                                 ==============


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

                                       F-3
<PAGE>


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

                                                      Year Ended December 31,
                                                    ---------------------------
                                                        2006           2005
                                                    -------------  ------------

Revenues - Projects (Note 2)                        $  1,186,953   $   928,653
Revenues - Parts and service (Note 2)                    542,304     1,030,700
                                                    -------------  ------------
  Total Revenues                                       1,729,257     1,959,353
                                                    -------------  ------------

Cost of sales - Projects                                 795,062       666,678
Cost of sales - Parts and service                        260,706       504,823
                                                    -------------  ------------
  Total cost of sales                                  1,055,768     1,171,501
                                                    -------------  ------------

Gross margin                                             673,489       787,852
Selling, general and administrative expenses           1,495,431     1,087,013
                                                    -------------  ------------

Loss from operations                                    (821,942)     (299,161)
                                                    -------------  ------------

Other income (expense):
  Gain on settlement                                      (5,861)      266,318
  Interest expense (Note 6)                             (798,068)     (624,095)
  Other income (expense), net                            (25,933)       63,091
  Impairment of investment of unconsolidated jointly
   owned company                                               -      (119,577)
                                                    -------------  ------------
Net other expense                                       (829,862)     (414,263)
                                                    -------------  ------------
Net loss from continuing operations                   (1,651,804)     (713,424)
Gain from disposal of operations                               -     2,611,922
                                                    -------------  ------------
Net (loss) income                                   $ (1,651,804)  $ 1,898,498
                                                    =============  ============


Income (loss) per share from continuing operations
 - basic                                            $      (0.49)  $     (0.22)
Gain from disposal of operations - basic                       -          0.82
                                                    -------------  ------------
Income (loss) per share - basic                     $      (0.49)  $      0.60
                                                    =============  ============

Weighted average shares of common stock outstanding
 - basic                                               3,318,078     3,183,064
                                                    =============  ============

Income (loss) per share from continuing operations
 - diluted                                          $      (0.49)  $     (0.14)
Gain from disposal of operations - diluted                     -          0.52
                                                    -------------  ------------
Income (loss) per share - diluted                   $      (0.49)  $      0.38
                                                    =============  ============

Weighted average shares of common stock outstanding
 - diluted                                             3,318,078     5,067,599
                                                    =============  ============


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

                                       F-4
<PAGE>

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

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

Balance, January 1, 2005          3,183,064   $ 3,183   $ 11,313,019   $ (20,690,415)  $ (9,374,213)

Net income                                -         -              -       1,898,498      1,898,498
                                  ---------   --------  -------------  --------------  -------------

Balance, December 31, 2005        3,183,064     3,183     11,313,019     (18,791,917)    (7,475,715)

Stock issued on debt conversion   3,080,000     3,080        920,920               -        924,000

Net loss                                  -         -              -      (1,651,804)    (1,651,804)
                                  ---------   --------  -------------  --------------  -------------

Balance, December 31, 2006        6,263,064   $ 6,263   $ 12,233,939   $ (20,443,721)  $ (8,203,519)
                                  =========   ========  =============  ==============  =============
</TABLE>

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

                                       F-5
<PAGE>


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


                                                      Year Ended December 31,
                                                   ----------------------------
                                                       2006           2005
                                                   -------------  -------------

Cash flows from operating activities:
 Net loss from continuing operations               $ (1,651,804)  $   (713,424)

 Adjustments to reconcile net income (loss) to net
  cash (used in) operating activities:
   Depreciation and amortization                         90,118        116,721
   Impairment of investment in unconsolidated
    jointly owned company                                     -        119,577
   Interest recognized upon beneficial conversion       154,000              -
   Accrued interest and expenses on long-term debt      583,496        161,966
   Accrued interest and deferred expenses on
    related party debt                                  603,895        598,644
   Changes in assets and liabilities:
     Accounts receivable                                 74,155         23,202
     Costs and estimated earnings in excess of
      billings                                          (58,314)       113,543
     Other current assets                                 3,265         14,866
     Other assets                                             -         (7,556)
     Accounts payable and accrued expenses              (80,652)      (426,822)
     Billings in excess of costs and estimated
      earnings                                          429,870       (312,200)
                                                   -------------  -------------
Net cash provided by (used in) continuing
 operations                                             148,029       (311,483)
                                                   -------------  -------------

   Gain on disposal of discontinued operation                 -      2,611,922
   Decrease in net assets of discontinued
    operations                                                -     (2,611,922)
                                                   -------------  -------------
Net cash provided by (used in) discontinued
 operations                                                   -              -
                                                   -------------  -------------

Net cash provided by (used in) operating activities     148,029       (311,483)
                                                   -------------  -------------

Cash flows from investing activities:
 Purchase of property, plant and equipment              (13,201)             -
                                                   -------------  -------------
Net cash used in investing activities                   (13,201)             -
                                                   -------------  -------------

Cash flows from financing activities:
   Borrowings from related parties                      333,600        350,500
   Repayment of related party debt                      (30,000)       (41,000)
                                                   -------------  -------------
Net cash provided by financing activities               303,600        309,500
                                                   -------------  -------------

Net increase (decrease) in cash and cash
 equivalents                                            438,428         (1,983)
Cash and cash equivalents, beginning of year              4,795          6,778
                                                   -------------  -------------
Cash and cash equivalents, end of year             $    443,223   $      4,795
                                                   =============  =============


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

                                       F-6
<PAGE>


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

                                                      Year Ended December 31,
                                                   ----------------------------
                                                       2006           2005
                                                   -------------  -------------
Supplemental Disclosures Of Cash Flow Information:

Cash paid during the year for:
   Interest                                        $      7,825   $      4,063

Noncash Investing and Financing Activities:

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

During 2005, the Company determined that its investments at equity had been
impaired. Accordingly, investments at equity in the amount of $119,577 were
written off. (Note 3).




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

                                       F-7
<PAGE>


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

                         SUMMARY OF ACCOUNTING POLICIES

Operations, Principles of Consolidation and Basis of Presentation

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

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

HES, a wholly owned subsidiary,  was acquired on March 31, 1997 (See Note 1). On
March 9, 2004,  management  filed a petition in federal court under Chapter 7 of
the United States  Bankruptcy  Code. On July 20, 2005,  the  bankruptcy  trustee
filed a report  with the U.S.  Bankruptcy  Court  Northern  District of Illinois
under bankruptcy  petition number 04-09160 stating that the trustee had examined
the debtor in  accordance  with Section  341(d) of the  Bankruptcy  Code that he
believed  that  there  were no  assets to be  administered  for the  benefit  of
creditors.  Accordingly,  HES was accounted for as a discontinued operation, and
its assets and liabilities were liquidated during 2005.

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

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

Skygas,  an 85% directly and indirectly owned joint venture,  was formed in 1990
for  the  purpose  of  commercializing   the  Skygas  technology,   which  is  a
disposal/gasification  process that converts  solid and  semi-solid  wastes into
clean, medium BTU syntheses gas. As of December 31, 2006 and 2005,  participants
and  interests  owned in the Skygas  venture  included:  NuPower (a 58.2%  owned
subsidiary of the Company),  70%, MPM Technologies,  Inc., 15%, and USF Smogless
of Milan,  Italy (a subsidiary of United  States Filter  Corporation  which also
owns shares of the Company totaling 6.83% of the common stock outstanding), 15%.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As of December 31, 2006, 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
                     ---------------------------------------


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 2006 and 2005,  no amounts  were  recognized  for  estimated
contract losses.

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

Property, Plant and Equipment

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

Purchased Intangible

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

Asset Impairment

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

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

Advertising Costs

Advertising costs are charged to operations when incurred.  Advertising  expense
was  $586  and  $3,616  for  the  years  ended   December  31,  2006  and  2005,
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, 2006 for
cash equivalents, investments, accounts payable and accrued expenses approximate
fair value because of the immediate or  short-term  maturity of these  financial
instruments.  The fair value of notes  payable and long-term  debt  approximates
their  carrying  value as the  stated or  discounted  rates of the debt  reflect
recent market conditions.

Limitations

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

Cash and Cash Equivalents

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

Warranty Reserve

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


                                      F-10
<PAGE>


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

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,  2006,  outstanding  options to purchase  1,885,675  shares of the
Company's  common stock were not included in the computation of diluted earnings
per share as their effect would have been antidilutive.


                                      F-11
<PAGE>


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


                     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 had been established as negative goodwill and
was being amortized over ten years.

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

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

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

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

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


                                      F-12
<PAGE>


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

2.   Costs and Estimated Earnings on Contracts in Progress

Following is a summary of costs,  billings,  and estimated earnings on contracts
in progress as of December 31, 2006.

     Costs incurred on contracts in progress                   $  750,572
     Estimated earnings                                           267,481
                                                               -----------
                                                                1,018,053
     Less billings to date                                      1,396,272
                                                               -----------
                                                               $ (378,219)
                                                               ===========

The above  amounts are shown in the  accompanying  consolidated  balance  sheets
under these captions at December 31, 2006.

     Costs and estimated earnings in excess of billings        $   74,215
     Billings in excess of costs and estimated earnings          (452,434)
                                                               -----------
                                                               $ (378,219)
                                                               ===========

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.

During 2005, MPM management  determined that its 40% investment in Sunic-Airpol,
Inc. had been permanently impaired. Accordingly, the investment in the amount of
$119,577 was written off in 2005 and charged against income for the year.

4.   Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31, 2006:

     Equipment                                                 $  271,437
     Furniture and fixtures                                        31,008
     Leasehold improvements                                         7,860
                                                               -----------
                                                                  310,305
     Less accumulated depreciation                                299,900
                                                               -----------
                                                               $   10,405
                                                               ===========

Depreciation expense charged to operations was $21,283 and $51,144 in 2006 and
2005, respectively.


                                      F-13
<PAGE>


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

5.   Note Payable and Long-Term Debt

In December 2002, the Company entered into a revolving  credit agreement with an
insurance company.  Under the terms of its agreement,  the Company may borrow up
to $500,000 at 5.25% per annum,  which was increased to $3,000,000 in 2003.  The
note is secured by stock and mineral property held for investment and matures on
January 2, 2008.  As of  December  31,  2006,  the  Company  has  $2,769,790  of
principal  advances and accrued interest and expenses of $1,060,747  outstanding
under the  agreement.  During the year ended  December  31,  2006,  the  Company
recorded interest and expenses of $583,496.

6.   Related Party Debt

Related party debt consists of advances  received from and deferred expenses and
reimbursements to various  directors and related parties.  At December 31, 2006,
amounts owed these related parties totaled $5,246,101 due on demand.

On December 15, 2006, an  officer/director  converted  $770,000 of advances into
3,080,000  shares of the Company's common stock. The fair value of the shares on
the date of conversion was $924,000.  The incremental  consideration of $154,000
has been reflected as interest expense for the year ended December 31, 2006.

7.   Commitments and Contingencies

The Company leases office space and mineral  properties  under operating  leases
that expire at various  dates  through  2010.  Future  minimum  rental  payments
required under operating  leases that have initial and remaining  non-cancelable
terms in excess of one year are as follows:

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

              2007                                              $  82,968
              2008                                                 82,968
              2009                                                 82,968
              2010                                                 50,023
                                                                ----------
                                                                $ 298,927
                                                                ==========

Rent  expense  for the years  ended  December  31, 2006 and 2005 was $89,228 and
$141,679, 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.

8.   Income Taxes

As of December 31, 2006 the significant components of the Company's net deferred
tax asset is as follows:

     Net operating loss carryforward                          $ 4,218,000
     Differences between book and tax depreciation                 20,000
     Goodwill and purchase asset adjustments                       10,000
     Writedown of mineral properties                              136,000
     Other                                                         40,000
                                                              ------------

                                                                4,424,000
     Less: valuation allowance                                  4,424,000
                                                              ------------
                                                              ============
                                                              $         -
                                                              ============


                                      F-14
<PAGE>


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

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,  2006.  The total change in the  valuation  allowance  amounted to
$350,000 for the year ended December 31, 2006.

At December 31,  2006,  the Company has net  operating  loss  carryforwards  for
federal income tax purposes totaling  approximately $10.7 million that expire in
the years 2007 through  2026.  At December  2006,  the Company has net operating
loss  carryforwards  for state income tax purposes totaling  approximately  $7.2
million that expire in the years 2007 through 2026.

9.   Stockholders' Equity

Stock Option Plan

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

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

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

     Outstanding at January 1, 2005                    1,864,508    $    1.83
     Granted                                              85,000         0.10
     Exercised                                                 -            -
     Expired                                                   -            -
                                                      -----------   ----------

     Outstanding at January 1, 2006                    1,949,508         1.83
     Granted                                                   -            -
     Exercised                                                 -            -
     Expired                                              63,833         1.80
                                                      -----------   ----------

     Outstanding at December 31, 2006                  1,885,675    $    0.90
                                                      ===========   ==========


                                      F-15
<PAGE>


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

SFAS No. 123 requires the Company to provide pro forma information regarding net
loss and loss per share as if  compensation  cost for the Company's stock option
plan  had been  determined  in  accordance  with the  fair  value  based  method
prescribed  by SFAS No. 123. The Company  estimates the fair value of each stock
option at the grant date by using the  Black-Scholes  option-pricing  model with
the following weighted-average assumptions used: dividend yield of zero percent;
expected  volatility of 23 percent;  risk-free interest rate of 4.35 percent for
2005; and expected lives of ten years for 2005. The weighted  average fair value
at date of grant for options granted to employees was $0.10 per option for 2005.
No options were granted in 2006.  Under the  accounting  provisions  of SFAS No.
123, the Company's  net income and income per share for the year ended  December
31, 2006 would have been adjusted to the pro forma amount indicated below:

                             Year Ended December 31,
                                                         2006           2005
                                                    -------------   ------------

     Net income (loss)
       As reported                                  $ (1,651,804)   $ 1,898,498
       Pro forma                                    $ (1,651,804)   $ 1,822,558

     Income (loss) per share
       As reported                                  $      (0.49)   $      0.60
       Pro forma                                    $      (0.49)   $      0.58

The following table summarizes information about stock options outstanding at
December 31, 2006:

                       Number       Weighted   Options Outstanding and
    Range of        Outstanding     Average      Exercisable Weighted
    Exercise      and Exercisable   Exercise       Average Remaining
     Prices         at 12/31/06      Price     Contractual Life (Years)
 --------------- ----------------- ----------  ------------------------

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

 $ 0.10 - $3.00         1,885,675  $    0.90             5.4
                 =================             ========================


                                      F-16
<PAGE>


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

10.  Valuation and Qualifying Accounts

Allowance for doubtful account activity was as follows at December 31, 2006.


        Balance, beginning of year                            $ 154,047
        Charged to (deducted from) expense                       10,953
        Write-offs, net of recoveries                                 -
                                                              ----------
        Balance, end of year                                  $ 165,000
                                                              ==========

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, 2006 and 2005.

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, 2006 was $273,000.

13.  Related Party Transactions

At December 31, 2006,  the Company owed  $5,246,101 to an  officer/director  and
another  director.  During  2006,  an officer  director  loaned  $333,600 to the
Company and was repaid $30,000. These loans are unsecured and are due on demand.
On December 15, 2006,  $770,000 of notes  payable to an officer/  director  were
converted into 3,080,000  shares of the company's common stock. The Company also
recognized  $154,000 as interest expense upon the beneficial  conversion of this
debt.

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
2006 and 2005 of $55,000 each year.

As of  December  31,  2006 and 2005,  a business  owned by the  Company's  Chief
Executive  Officer owed the Company $19,614 from the sale of certain  equipment.
This amount is included in accounts receivable.

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.


                                      F-17
<PAGE>


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

15.  New Accounting Pronouncements

In  July  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation Number 48, "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's  financial  statements  in accordance  with  Statement of Financial
Accounting  Standards ("SFAS") Number 109, "Accounting for Income Taxes". FIN 48
prescribes a recognition  threshold and measurement  attribute for the financial
statement  recognition and measurement of a tax position taken or expected to be
taken  in a  tax  return.  FIN  48  also  provides  guidance  on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure  and  transition.  FIN 48 is  effective  for  years  beginning  after
December 15, 2006. We will adopt FIN 48 as of January 1, 2007, as required.  FIN
48 is not expected to have a material impact on our financial statements.

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

In September 2006, the FASB issued SFAS 158, "Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans", which requires an employer to
recognize  the   overfunded  or   underfunded   status  of  a  defined   benefit
postretirement  plan as an asset or  liability  in its  statement  of  financial
position.  Changes  in  funded  status of the plan  must be  recognized  through
comprehensive  income.  SFAS 158 is  effective  for fiscal  years  ending  after
December 15, 2006. Accordingly,  we adopted SFAS 158 for our year ended December
31, 2006. Since the Company does not have a defined benefit postretirement plan,
the adoption of SFAS 158 did not impact our financial statements.

16.  Discontinued Operations

On March 7, 2004,  management  filed a petition in federal  bankruptcy  court on
behalf of HES under Chapter 7 of the  Bankruptcy  Code. As a result,  the assets
and  liabilities  of HES were  shown in the  balance  sheet  under the  captions
"Assets to be disposed of" and  "Liabilities to be disposed of". No gain or loss
was reflected in the 2004 Statement of Operations as it was anticipated that the
result of the bankruptcy  proceedings would be a gain on the  extinguishments of
debt. Since HES was inactive for the periods presented,  no gains or losses from
discontinued operations have been reflected in the Statement of Operations.

On July 20, 2005, the bankruptcy trustee filed a report with the U.S. Bankruptcy
Court Northern  District of Illinois under  bankruptcy  petition number 04-09160
stating  that the trustee had  examined  the debtor in  accordance  with Section
341(d) of the  Bankruptcy  Code, and that he believed there were no assets to be
administered  for  the  benefit  of  creditors.   Accordingly,  the  assets  and
liabilities  of HES were  liquidated,  and  resulted in  recognition  of gain of
$2,611,922 in 2005.

17.  Subsequent Events

On April 11, 2007, the Company entered into a joint venture by transferring  its
ownership  of the  world-wide  licenses for the Skygas  gasification  technology
together  with all  engineering,  operational  and other  data and  intellectual
property that it owns and developed.  The Company's initial membership  interest
in the joint venture will be 75%.


                                      F-18
<PAGE>


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

Not applicable

PART III

Item 9. Directors and Executive Officers of the Registrant

a) Identification of Directors

                                                                FIRST ELECTED
      NAME              AGE         POSITION                      DIRECTOR
----------------------------------------------------------------------------
Richard E. Appleby       67         Director                     4/25/1985
Glen Hjort               54         Director                     2/16/1998
Frank E. Hsu             61         Director                     6/24/2002
Richard Kao              66         Director                     6/28/1999
Michael J. Luciano       53         Director                     2/16/1998
L. Craig Cary Smith      57         Director                     4/25/1985
Daniel D. Smozanek       82         Director                     4/25/1985

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

b) Identification of Executive Officers.

      NAME              AGE         POSITION                   OFFICER SINCE
----------------------------------------------------------------------------
Richard E. Appleby       67         Vice President               4/25/1985
Glen Hjort               54         Chief Financial Officer      6/28/1999
Frank E. Hsu             61         Chief Operating Officer      6/24/2002
Robert D. Little         57         Secretary                    1/03/1991
Michael J. Luciano       53         Chairman & CEO               2/16/1998
Daniel D. Smozanek       82         Treasurer                    4/25/1985

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

c) Identification of Certain Significant Employees.

As of December 31, 2006,  MPM was  dependent  upon the services of its principal
officers and directors.  In the event that one of these persons should leave the
Company,  there  is  no  assurance  that  the  Company  can  employ  a  suitable
replacement.

d) Family Relations

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

<PAGE>


e) Business Experience

Background

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

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

Frank E. Hsu is Chief  Operating  Officer and was elected  Director in 2002. Mr.
Hsu is a registered professional engineer with 30 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.  Subsequent to the end of the year, Mr. Smozanek  resigned as Treasurer
and Director of the Company.

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

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

<PAGE>


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

(2) Directorships

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

f) Involvement in Certain Legal Proceedings.

   Not Applicable

g) Promoter and Control Persons.

   Not Applicable

Item 10. Executive Compensation

The following  table shows the  remuneration of officers and directors in excess
of $100,000 in 2006 and 2005.

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

                               Annual Compensation
Name and
Principal               Bonus              Awards(s) SARs  Payout(s)
Position    Year Salary  (s)  Compensation    ($)     ($)     ($)   Compensation
--------------------------------------------------------------------------------
Michael J.
Luciano,    2006                $120,000
CEO         2005                $120,000

Robert D.(1)
Little,     2006                $ 55,000
Secretary   2005                $ 55,000

(1)  MPM contracts with Mr. Little for its shareholder relations services.
     Expenses related to this were $55,000 for both 2006 and 2005.

<PAGE>


Option Grants In 2005 Fiscal Year Individual Grants Individual Grants
---------------------------------------------------------------------

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

Glen
Hjort        5,000         6%            $.10       $.10      10/7/15

Frank E
Hsu         10,000        12%            $.10       $.10      10/7/15

Robert D
Little      10,000        12%            $.10       $.10      10/7/15

Michael J
Luciano     10,000        12%            $.10       $.10      10/7/15

L. Craig
Smith       10,000        12%            $.10       $.10      10/7/15

Aggregated Option/SAR Exercises in Last Fiscal Year and FYE 2006 Option/SAR
---------------------------------------------------------------------------
Values
------

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

Michael J. Luciano      None                     631,890          $-0-
                                                 Exercisable

Robert D. Little        None                     270,223          $-0-
                                                 Exercisable

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

Frank E. Hsu            None                     150,000          $-0-
                                                 Exercisable

Glen Hjort              None                     95,000           $-0-
                                                 Exercisable

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

<PAGE>


a) Current Remuneration.

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

b) Proposed Remuneration.

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

c) Incentive and Compensation Plans and Arrangements.

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

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

a) Security Ownership of Certain Beneficial Owners.

Except as noted in part b. below, no person or group was known by the Registrant
except as noted below to own more than five  percent (5%) of its common stock at
December 31, 2006.

b) Security Ownership of Management as of April 12, 2007.

The following  table sets forth,  as of April 12, 2007 the amount and percentage
of the Common Stock of MPM, which according to the information  supplied to MPM,
is beneficially  owned by management,  including  officers and directors of MPM.
Except as otherwise  specified,  the persons named in the table have sole voting
power  and  investment  power  with  respect  to  all  shares  of  Common  Stock
beneficially owned by them.

Title of   Name of                Amount and Nature of       Percent
 Class     Beneficial Owner       Beneficial Ownership [1]   of Class
 -----     ----------------       ------------------------   --------
Common     Michael J. Luciano     4,063,910 [2]                64.89
Common     Robert D. Little         287,966                     4.60
Common     L. Craig Cary Smith      266,724                     4.26
Common     Richard E. Appleby       221,155                     3.37
Common     Frank E. Hsu             186,404                     3.14
Common     Glen Hjort               111,833                     1.87
Common     Richard Kao               64,222                     1.03
Common     As A Group             5,413,136                    86.43

[1]   Includes options available for exercise aggregating 1,488,502 shares for
      the entire group.

[2]   Does not include 396,509 shares (6.33%) of the Company's outstanding
      shares including options available for exercise owned by a trust for which
      Mr. Luciano is the Trustee.

<PAGE>


c.) Changes in Control.

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

Item 12. Certain Relationships and Related Transactions

a.) Transactions with Management and Others.

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

b.) Certain Business Relationships.

During 2006, Michael J. Luciano, Chairman and Chief Executive Officer loaned the
Company  $333,600 and was repaid  $30,000.  On December 15,  2006,  Mr.  Luciano
converted  notes  payable  aggregating  $770,000  into  3,080,000  shares of the
Company's  common stock.  At December 31, 2006, Mr. Luciano was owed  $4,890,762
including accrued interest pursuant to unsecured demand notes.

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

At  December  31,  2006  Richard  Appleby was owed  $355,339  including  accrued
interest pursuant to unsecured demand notes.

MPM has a contract  with R.D.  Little Co. to provide  shareholder  and  investor
relations services.  Robert D. Little, Secretary of the company owns R.D. Little
Co. For the years ended  December  31, 2006 and 2005,  MPM paid $55,000 for each
year for these services.

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 10KSB.

(B)  Reports on Form 8-K

     The Company  reported that it had converted  $770,000 of indebtedness to an
officer/director  into 3,080,000  shares of its common stock effective  December
15, 2006.

<PAGE>


Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT Pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  each  of the
undersigned officers of MPM Technologies Inc (the "Company"), certifies that:

The Annual Report on Form 10-KSB of the Company for the year ended  December 31,
2005 (the  "Report")  fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.

MPM TECHNOLOGIES, INC.

/s/ Michael J. Luciano
----------------------
Michael J. Luciano
Chairman and Chief Executive Officer
April 12, 2007

This  certification  is made solely for the purpose of 18 U.S.C.  Section  1350,
subject  to the  knowledge  standard  contained  therein,  and not for any other
purpose.

<PAGE>


                                  CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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



Date: April 12, 2007                                 /s/ Michael J. Luciano
                                                     ----------------------
                                                     Chief Executive Officer
                                                     -----------------------

<PAGE>


                                  CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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



Date: April 12, 2007                                 /s/ Glen Hjort
                                                     --------------
                                                     Chief Financial Officer
                                                     -----------------------

<PAGE>


                                   SIGNATURES

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


MPM Technologies, Inc.

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

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

         Date:  April 12, 2007


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 12, 2007                       Dated: April 12, 2007


/s/ Frank E. Hsu                            /s/ L. Craig Cary Smith
-----------------                           -----------------------
Frank E. Hsu                                L. Craig Cary Smith
Chief Operating Officer & Director          Director
Dated: April 12,, 2007                      Dated: April 12, 2007


/s/ Richard E. Appleby                      /s/ Richard Kao
----------------------                      ---------------
Richard E. Appleby                          Richard Kao
Vice President & Director                   Director
Dated: April 12, 2007                       Dated: April 12, 2007