UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                                   (Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                 For the fiscal year ended December 31, 2004, or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

        For the transition period from ___________ to _________________.

                        COMMISSION FILE NUMBER: 000-26585


                               MM COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


              DELAWARE                                 54-1811721
  (State or Other Jurisdiction           (I.R.S. Employer Identification No.)
        of Incorporation)

     100 N. WILKES-BARRE BLVD, 4TH FLOOR,
               WILKES-BARRE, PA                           18702
    (Address of Principal Executive Office)            (Zip Code)

        Registrant's telephone number, including area code (570) 822-6277

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES ACT:  None.

SECURITIES  REGISTERED  PURSUANT TO SECTION 12(G) OF THE SECURITIES  ACT: Common
stock, par value $.01 per share.

Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the Exchange Act during the  preceding 12 months
(or for such  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 [ ].

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  to Part  III of this  Form  10-K or any
amendment to this Form 10-K [ ].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X].

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  was  approximately  $3,979,697 as of March 24, 2005,  based upon the
closing price of such equity as of such date.

As of March  24,  2005,  3,289,006  shares of the  issuer's  common  stock  were
outstanding.

<PAGE>

                               MM COMPANIES, INC.

                           ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                TABLE OF CONTENTS


PART I                                                                      PAGE
                                                                            ----

Item 1.      Business ....................................................... 3
Item 2.      Properties ..................................................... 5
Item 3.      Legal Proceedings .............................................. 5
Item 4.      Submission of Matters to a Vote of Security Holders ............ 5
Item 5.      Market For Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities .............. 5
Item 6.      Selected Financial Data ........................................ 6
Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations ...................................... 8
Item 7A.     Quantitative and Qualitative Disclosure about Market Risk ......
Item 8.      Financial Statements and Supplementary Data ....................12
Item 9.      Changes In And Disagreements With Accountants On Accounting
             And Financial Disclosure .......................................25
Item 9A.     Controls and Procedures.........................................25

Item 9B.     Other Information...............................................


PART III

Item 10.     Directors and Executive Officers of the Registrant..............26
Item 11.     Executive Compensation..........................................27
Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters.................................31
Item 13      Certain Relationships and Related Transactions..................33
Item 14      Principal Accountant Fees and Services..........................33


PART IV

Item 15.     Exhibits and Financial Statement Schedules......................34


                                       2
<PAGE>

                                     PART I

NOTE REGARDING FORWARD-LOOKING INFORMATION

         The statements  contained in this Annual Report that are not historical
are  forward-looking  statements  within  the  meaning  of  Section  27A  of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934,  as  amended,  including  statements  regarding  the  expectations,
beliefs,  intentions or strategies  regarding the future.  Without  limiting the
foregoing, the words "anticipates,"  "believes," "expects," "intends," "may" and
"plans"  and  similar  expressions  are  intended  to  identify  forward-looking
statements.  The Company intends that all forward-looking  statements be subject
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.  These  forward-looking  statements  reflect the Company's views as of the
date they are made with respect to future events,  but are subject to many risks
and uncertainties, which could cause the actual results of the Company to differ
materially from any future results expressed or implied by such  forward-looking
statements.  These statements speak only as of the date hereof.  We are under no
duty to  update,  and do not  undertake  to update,  any of the  forward-looking
statements  contained in this Annual Report to conform them to actual results or
to changes in our expectations.

ITEM 1.  BUSINESS.

         The Company was formed in  Delaware  on April 23,  1996.  On January 3,
2001,  the Board of  Directors  of MM  Companies,  Inc.,  (as used  herein,  the
"Company" or "we"), as then constituted voted unanimously to cease operations of
its Internet-based custom CD-marketing business as the Board concluded that this
business no longer  represented a viable alternative to provide maximum value to
the Company's  stockholders.  In connection with the Company's  cessation of its
Internet-based  custom  CD-marketing  business,  the  Company  sold  all  of the
Company's remaining furniture and equipment.

         Thereafter,  the  Board  determined  to  seek  to  pursue  one or  more
potential  acquisitions  of other publicly traded or privately held companies or
significant interests in such companies, with a view to refocusing the Company's
strategic  direction.  While the Company  continues to actively  examine certain
potential  acquisition  transactions and believes that attractive  opportunities
exist,  there can be no assurance  whether,  when,  or on what terms the Company
will complete any such acquisition.

         On  February  25,  2002  the  Board  of  Directors  authorized  a stock
repurchase  program  for up to 500,000  shares of the  Company's  common  stock.
Shares of common stock are  expected to be  purchased  from time to time in open
market   transactions  and  privately   negotiated   transactions,   subject  to
availability and price, prevailing market and business conditions and regulatory
compliance.

         At December  31,  2004,  the Company  had  $3,500,725  in cash and cash
equivalents  and $687,170 in precious  metals (see below) compared to $3,811,826
and  $687,170,  respectively,  at December  31, 2003.  Substantially  all of the
Company's  remaining cash was provided by our initial public  offering of common
stock in 1999.  The Company  expects to  experience  negative cash flows for the
foreseeable future and has not generated any operating revenue in the last three
years.  The Company has not yet settled on an  operating  plan,  and can give no
assurance that the Company's  existing cash and cash  equivalents are sufficient
to satisfy its  obligations  over a term longer  than three  years.  The Company
believes its current  obligations will primarily relate to costs associated with
the operation as a public company  (legal,  accounting,  consulting,  insurance,
etc.), as well as expenses related to any new business  activities.  The Company
continues to consider future alternatives, including the possible acquisition of
other businesses or adopting a plan of liquidation. However, the Company has not
consummated  any  significant  transactions  to date and the Company's  business
prospects remain  uncertain.  To the extent that management of the Company moves
forward on any  alternative  strategy,  such  strategy may have an impact on the
Company's liquidity.

         On August 9,  2002,  in  connection  with the  review of the  Company's
contested solicitation of proxies for the annual shareholders meeting of another
public  company,  the  Company  received  a letter  from the SEC's  Division  of
Investment  Management  inquiring as to the possible status of the Company as an
unregistered  "investment  company" within the meaning of the Investment Company
Act of 1940.  The Company  believes  that,  consistent  with the  discussion  of
Investment  Company Act  matters in its Annual  Report on Form 10-K for the year


                                       3
<PAGE>

ended December 31, 2001,  the Company may have become an inadvertent  investment
company  during  2001.  The  Company  has  relied on the  "transient  investment
company" exemption from the applicable  provisions of the Investment Company Act
contained in Rule 3a-2 thereunder,  which provides for a one year "safe harbor".
Accordingly,  prior to the  expiration of such one-year safe harbor  period,  on
August 29, 2002, the Company  acquired  ownership of gold bullion for a purchase
price of $4,028,115. As of December 31, 2002, the Company borrowed approximately
$1.9 million  secured by that gold bullion,  which was included in other current
liabilities on the Company's  balance sheet,  which has since been repaid.  As a
result of such  acquisition,  "investment  securities"  held by the  Company  no
longer  exceed  40%  of  its  total  assets   (excluding   cash  and  government
securities),  and the Company  believes that it is no longer within the relevant
definition of "investment  company" for purposes of the Investment  Company Act.
Notwithstanding  the fact  that the  Company  purchased  such gold  bullion  and
therefore  "investment  securities"  held by the Company no longer exceed 40% of
its total assets (excluding cash and government  securities),  the Company could
be deemed an  investment  company under  Section  3(a)(1)(A)  of the  Investment
Company Act, which covers  companies that are engaged  primarily in the business
of investing,  reinvesting or trading in securities. As of December 31, 2004 the
Company has reduced its gold position to $687,170.

         The Company  believes  that, at all relevant times prior to the date of
filing of this annual  report,  either it has not been an investment  company as
defined by the  Investment  Company Act, or it has been a "transient  investment
company"  exempt from the  Investment  Company  Act. The Company  believes  that
because of the  character  of its assets it does not  currently  fall within the
definition of an investment company.

         The Company is seeking to acquire one or more  operating  businesses in
the near term which the Company  believes would,  among other things,  eliminate
any concern  that it may be deemed to be  primarily  engaged in the  business of
investing, reinvesting or trading in securities. A determination by the SEC that
the Company is in fact an unregistered  investment company could have a material
adverse effect on the Company's business. An unregistered investment company can
be prohibited from, among other things, engaging in interstate commerce.

         As of December  31, 2004,  the Company had no employees  other than its
President.

         Under the terms of a Stock Purchase  Agreement dated as of May 13, 2004
(the "Stock Purchase Agreement"), to which the Company was not a party, Jewelcor
Management,  Inc. ("JMI" and, together with Seymour Holtzman and affiliates, the
"JMI  Group")  purchased  151,668  shares of the  Company's  common  stock  from
Barington  Capital Group, L.P.  ("Barington"),  James Mitarotonda and affiliates
(together,  the  "Barington  Group") and Ramius  Securities,  LLC ("Ramius") and
affiliates (together,  the "Ramius Group"). In addition,  the JMI Group acquired
1,209,866 shares of the Company's common stock from BCG Strategic Investors, LLC
("BCG"),  a limited  liability company partially owned by the JMI Group, in part
through redemption and subsequent  transfer by BCG of the JMI Group's membership
interest in BCG and in part by purchase.  Also, Mr.  Mitarotonda  transferred to
Mr.  Holtzman  certain stock  appreciation  rights with respect to shares of the
Company originally granted on or about December 31, 2002.  Pursuant to the Stock
Purchase  Agreement,  the JMI  Group  also sold to the  Barington  Group and the
Ramius  Group all of the JMI Group's  common  stock of three other  companies in
which  the JMI  Group,  the  Barington  Group and the  Ramius  Group had all had
investments -- LQ Corporation,  Inc. ("LQ"), Dynabazaar, Inc. ("Dynabazaar") and
Register.com -- and Mr. Holtzman  transferred to Mr. Mitarotonda certain options
to acquire common stock of LQ originally  granted on or about March 18 and April
15, 2003. A copy of the Stock Purchase Agreement was attached as Exhibit 99.1 to
a  Schedule  13D/A  filed  with the SEC on May 25,  2004,  on behalf of  certain
members of the JMI Group, the Barington Group and the Ramius Group.

         One of the conditions to the closing of the  transactions  contemplated
by the  Stock  Purchase  Agreement  was that  Barington  and  Ramius  (or  their
respective designees) be able to purchase from the Company, for the market price
of such stock at the time the  transactions  were being  negotiated,  all of the
654,900 shares of common stock of LQ,  Dynabazaar and  Register.com  held by the
Company.  Following approval of such sales by the disinterested directors of the
Company,  the Company  agreed to the sale of such shares for a purchase price of
approximately $508,000.

         Effective as of the closing of these transactions, Messrs. Mitarotonda,
William Fox,  Joseph Wright and Melvyn Brunt  resigned  from any positions  they
held as directors,  officers or employees of the Company. However, the Barington
Group  agreed that it would make Mr.  Brunt  available  to JMI for a  reasonable


                                       4
<PAGE>

period of time for up to 90 days  after the  closing  of these  transactions  to
assist JMI by  performing  the same  services  that he  rendered  to the Company
through the Company's consulting agreement with Barington, which terminated upon
closing.  JMI agreed to pay the Barington Group for such services at the rate of
$10,000  per  month  and  to  reimburse  the  Barington  Group  for  its  actual
out-of-pocket  costs incurred in providing these services.  Since these services
were provided to the Company, the Company reimbursed JMI for the initial payment
of  $10,000  that  was  paid by JMI at  closing.  The  Company  has paid the two
subsequent  $10,000 payments directly to the Barington Group. Mr. Brunt provided
services to the Company until August 16, 2004.

         The  Company  has  arranged  with  JMI  (now  the  beneficial  owner of
approximately 43% of the Company's common stock) for JMI to provide the Company,
beginning May 19, 2004, with certain legal, accounting,  consulting,  management
and other services  similar to those which had been provided by Barington  prior
to May 19.  JMI  receives  a fee of  $21,500  per  month  for such  services  in
accordance with their consulting agreement.

ITEM 2.  PROPERTIES.

         The Company's  principal executive offices are located in Wilkes-Barre,
Pennsylvania,  in a space leased by JMI from Mr. Holtzman and his wife, and made
available  to the  Company  (without  separate  charge)  through  the  Company's
consulting arrangement with JMI.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

                        MARKET PRICE OF OUR COMMON STOCK.

         The Company's common stock is traded on the  over-the-counter  bulletin
board ("OTC-BB") under the symbol "MMCO."

         At March 24,  2005 the  Company had  3,289,006  shares of common  stock
outstanding, held by 56 shareholders of record. This does not reflect persons or
entities that held their stock in nominee or "street" name. The following  table
sets forth the high and low bid  quotations  per share as reported by the OTC-BB
for the periods  stated.  The  quotations  set forth below reflect  inter-dealer
prices, without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.

2003 Quarterly Period                 High Bid                    Low Bid
---------------------                 --------                    -------
First Quarter                         $1.50                       $1.35
Second Quarter                        $1.47                       $1.33
Third Quarter                         $1.40                       $1.26
Fourth Quarter                        $1.33                       $1.25

2004 Quarterly Period                 High Bid                    Low Bid
---------------------                 --------                    -------
First Quarter                         $ 1.70                      $ 1.25
Second Quarter                        $ 1.62                      $ 1.40
Third Quarter                         $ 1.49                      $ 1.20
Fourth Quarter                        $ 1.40                      $ 1.15


                                       5
<PAGE>

         On March 24,  2005,  the last  sale  price of our  common  stock on the
OTC-BB was $ 1.21 per share.

                      RECENT SALES OF UNREGISTERED SHARES.

         None.

                      ISSUER PURCHASES OF EQUITY SECURITIES

         None.

ITEM 6.  SELECTED FINANCIAL DATA.

         The following  selected  financial  data should be read in  conjunction
with  the   financial   statements   and  the  related  notes  thereto  and  the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  appearing  elsewhere  in  this  Annual  Report  on Form  10-K.  The
statement of  operations  data for the years ended  December 31, 2004,  2003 and
2002 and the balance  sheet data at December  31, 2004 and 2003 are derived from
the  financial  statements  of the Company that are  included  elsewhere in this
Annual Report. The statement of operations data for the years ended December 31,
2001 and 2000 and the  balance  sheet  data at  December  31,  2001 and 2000 are
derived  from the  Company's  2001  Annual  Report on Form 10-K.  The results of
operations of prior periods are not  necessarily  indicative of results that may
be expected for any other period.



                                       6
<PAGE>

                          STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                         ---------------------------------------------------------------------------------
                                             2004             2003              2002            2001              2000
                                         -------------    -------------    -------------    -------------    -------------
<S>                                      <C>              <C>              <C>              <C>              <C>
Net sales                                $          --    $          --    $          --    $   3,201,412    $   5,583,505
Cost of sales                                       --               --               --        1,925,333       11,045,929
                                         -------------    -------------    -------------    -------------    -------------
Gross margin                                        --               --               --        1,276,079       (5,462,424)
Operating expenses:
    Sales and marketing                             --               --               --         (647,685)      16,093,084
    Operating and development                       --               --               --           85,444        2,595,802
    General and administrative               1,130,987          877,325          (74,521)       8,005,124       10,658,425
    Depreciation and amortization                   --               --               --        2,976,630      102,038,806
    Reorganization                                  --               --               --        2,087,746          774,573
                                         -------------    -------------    -------------    -------------    -------------
Total operating expenses                     1,130,987          877,325          (74,521)      12,507,259      132,160,690
                                         -------------    -------------    -------------    -------------    -------------
Profit (loss) from operations               (1,130,987)        (877,325)          74,521      (11,231,180)    (137,623,114)
Net interest and dividend income                70,605          238,943          105,907          528,116        2,313,009
Other income (expense)                         300,468          903,253           42,691           27,898       (1,200,000)
                                         -------------    -------------    -------------    -------------    -------------
Net profit (loss) before extraordinary
  item                                        (759,914)         264,871          223,119      (10,675,166)    (136,510,105)
Gain on extinguishment of debt                      --               --               --          151,429               --
                                         -------------    -------------    -------------    -------------    -------------
Net profit (loss)                        $    (759,914)   $     264,871    $     223,119    $ (10,523,737)   $(136,510,105)
                                         =============    =============    =============    =============    =============
Net profit (loss) before
  extraordinary item per share           $       (0.23)   $        0.08    $        0.07    $       (3.22)   $      (41.22)
Gain on extinguishment of debt
  per share                                         --               --               --             0.04               --
                                         =============    =============    =============    =============    =============
Basic and diluted net profit (loss)
  per share                              $       (0.23)   $        0.08    $        0.07    $       (3.18)   $      (41.22)
                                         =============    =============    =============    =============    =============
Weighted average shares outstanding          3,289,006        3,286,730        3,305,073        3,314,042        3,311,719
                                         =============    =============    =============    =============    =============
</TABLE>

                               BALANCE SHEET DATA

<TABLE>
<CAPTION>
                                                                 AT DECEMBER 31,
                            ------------------------------------------------------------------------------------
                                   2004              2003               2002              2001          2000
                            -------------- ------------------ ------------------ --------------- ---------------
<S>                             <C>                <C>                 <C>           <C>            <C>
Cash and cash equivalents       3,500,725          3,811,826           $575,454      $7,596,588     $26,451,805
Precious metals                   687,170            687,170          4,028,115              --              --
Working capital                 4,207,113          4,681,955          2,723,518       4,350,455      20,790,395
Total assets                    4,445,823       5,308,394(1)          8,032,220       9,460,059      33,541,049
Debt, long-term portion                --                 --                 --              --         128,572
Total stockholders' equity      4,283,998          5,233,428          4,931,413       4,695,044      24,959,608
</TABLE>

(1) The decline in total assets in 2003 of $2.7 million from 2002 was  primarily
due to the  repayment  of $1.9  million  previously  borrowed  to fund the lease
termination settlement with respect to our previously leased premises in Reston,
Virginia.  Additionally,  we  paid  approximately  $500,000  to  settle  certain
litigation with Koch Entertainment and Profile Publishing.


                                       7
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

         The  following  discussion  should  be read  in  conjunction  with  the
financial statements contained in Item 8 of this Form 10-K.

                              RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

         The Company's net sales, cost of sales,  sales and marketing  expenses,
operating and development  expenses,  and depreciation and amortization  expense
were zero for the years ended December 31, 2004 and 2003.  This is  attributable
to the Company's  cessation of its  Internet-based  custom CD marketing business
while  the  Board  continues  to  pursue  the  potential  acquisition  of  other
businesses.

         General and administrative  expenses were $1,130,987 for the year ended
December  31, 2004,  compared to $877,325 for the year ended  December 31, 2003.
General and administration  expenses  primarily  consisted of professional fees,
related expenses for accounting and  administrative  personnel and Directors and
Officers  insurance,  as well as other general corporate  expenses.  Included in
general and  administrative  expenses  were  significant  legal fees  related to
potential acquisition  candidates.  Insurance expense decreased from $322,000 in
2003 to $249,000 as a result of a reduction  in  Directors & Officers  liability
insurance  premiums.  Policy year premiums  decreased from $306,000 for the year
beginning  July 1,  2003  to  $192,500  for the  year  beginning  July 1,  2004.
Directors fees increased to $58,000 in 2004 from $31,500 in 2003 due to a change
on July 30, 2003 from a  stock/option  based  compensation  plan to a cash based
compensation  plan.  Collection  fees  of  $29,000  were  incurred  in  2004  in
connection with the Rick Smith note receivable.

         Interest  and dividend  income was $70,605 for the year ended  December
31, 2004,  compared to $238,943 for the year ended December 31, 2003.  There was
no dividend income in 2004: dividend income in 2003 included $190,318 related to
the cash distribution  from the Company's  investment in LQ Corporation Inc. The
LQ investment was sold in May 2004 as a result of the Stock Purchase  Agreement,
see Business  above.  Other income was $300,468 for the year ended  December 31,
2004, compared to $903,253 for the year ended December 31, 2003. Other income in
2004 consisted of realized gains on the sale of shares of LQ and Dynabazaar as a
result of the Securities Purchase  Agreement.  Other income in 2003 consisted of
realized  gains on the sale of gold bullion of $236,000,  a gain relating to the
cash distribution  from the Company's  investment in a limited liability company
holding shares of common stock of Dynabazaar, Inc. of $418,000 and a recovery of
a note receivable settlement of $250,000.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

         The Company's net sales, cost of sales,  sales and marketing  expenses,
operating and development  expenses,  depreciation and amortization expense, and
reorganization  costs  were  zero for the  years  ended  December  31,  2003 and
December 31, 2002, attributable to the Company's cessation of its Internet-based
custom CD marketing  business while the Board  continues to pursue the potential
acquisition of other businesses.  General and administrative  expenses primarily
consist of legal and  professional  fees and related expenses for accounting and
administrative  personnel,  as well as other general corporate expenses. For the
year ended December 31, 2003, general and administrative  expenses were $877,324
compared to  $(74,521)  for the year ended  December  31,  2002.  Expenses  were
reduced to  $(74,521) by the  reversal of accruals  made in previous  accounting
periods in the amount of $1,639,472. Of this amount, $289,469 is attributable to
the lease  termination for the Company's  Wiehle Avenue location and $294,804 is
attributable to the lease  termination  for the Company's  office and production
facility of Parkridge Boulevard in Reston, Virginia. The remaining $1,055,199 is
due  to  the  reversal  of  previously  accrued  accounts  payable  and  general
liabilities.  Interest income was $238,943 for the year ended December 31, 2003,
compared  to  $105,907  for the year ended  December  31,  2002.  The decline in
interest income reflects the general decline in interest rates.  Dividend income
included  $190,318 in 2003 related to the cash  distribution  from the Company's
investment in LQ Corporation  Inc. Other income was $903,253 for the year ending
December  31, 2003,  compared to $42,691 for the year ending  December 31, 2002.
Other income in 2003  consisted of realized gains on the sale of gold bullion of


                                       8
<PAGE>

$236,000, a gain relating to the cash distribution from the Company's investment
in a limited liability company holding shares of common stock of Dynabazzar Inc.
of $418,000 and a recovery of a note receivable settlement of $250,000.

         STOCK SPLIT.  On June 11, 2002, the Company's  Board of Directors and a
majority of the  stockholders  authorized  a one for one hundred  reverse  stock
split  followed by a one hundred for one forward stock split.  On July 12, 2002,
the Company commenced effecting the approved  reverse/forward split.  Fractional
shares  were  purchased  by the Company at $1.35 per share.  As of December  31,
2003, we have purchased 69,438 shares.

                          CRITICAL ACCOUNTING POLICIES

         The SEC  has  recently  issued  Financial  Reporting  Release  No.  60,
"Cautionary  Advice  Regarding  Disclosure About Critical  Accounting  Policies"
("FRR 60"), suggesting companies provide additional disclosure and commentary on
those  accounting  policies  considered  most  critical.  FRR  60  considers  an
accounting  policy to be critical if it is important to the Company's  financial
condition and results,  and requires  significant  judgment and estimates on the
part of  management  in its  application.  The Company  believes  the  following
represent the critical accounting policies of the Company as contemplated by FRR
60 based  on our  current  state  of  operations.  For a  summary  of all of the
Company's  significant  accounting  policies,  including the critical accounting
policies discussed below, see Note 2 to the accompanying  consolidated financial
statements based on the Company's current activities.

                  INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

         The  Company  purchased  marketable  equity  securities,  which  it has
classified,   for  accounting  purposes,   as   available-for-sale   securities.
Available-for-sale  securities are stated at fair value with unrealized  holding
gains and losses  reported as a separate  component of  stockholders'  equity as
accumulated   other   comprehensive   income.   The   fair   market   value   of
available-for-sale  securities is based on quoted market prices from  nationally
recognized  exchanges.  The Company also assesses  whether any impairment of the
fair value of an available-for-sale  security below its cost basis is other than
temporary and might require a write down through earnings.

                            OPERATING LEASE ACCRUALS

         The Company has vacated possession of its premises subject to operating
leases. This should be read in conjunction with the statements contained in Item
2, Part 1, of this Form 10-K.

                         LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating activities was $(819,178) for the year ended
December 31, 2004. The cash used resulted from the Company's loss of ($759,914),
a  $(300,468)  gain on the sale of  securities,  which was  offset by changes in
operating  assets and  liabilities  of  $241,204.  Cash  provided  in  investing
activities  was from the sale of shares in Dynabazaar and L Q as a result of the
Securities Purchase Agreement.

         On  February  25,  2002,  the  Board of  Directors  authorized  a stock
repurchase  program  for up to 500,000  shares of the  Company's  common  stock.
Shares of common stock are  expected to be  purchased  from time to time in open
market   transactions  and  privately   negotiated   transactions,   subject  to
availability  and  price,   prevailing  market  and  business  conditions,   and
regulatory compliance.

         On February 27, 2002,  the Company,  along with certain other  entities
(together  with the Company,  the  "Reporting  Entities"),  was party to a joint
filing on Schedule 13D  reporting  the  purchase of  3,485,500  shares of common
stock of Dynabazaar Inc. (NASDAQ: FAIM) (such amount representing  approximately
12.0%  of  Dynabazaar's  outstanding  common  stock).  Of the  total  amount  of
outstanding  common  stock  reported  as  beneficially  owned  by the  Reporting
Entities, the Company may be deemed to account for 627,390 shares of such common
stock (such amount representing  approximately 3.0% of Dynabazaar's  outstanding
common  stock).  The  Reporting  Entities  include,  in addition to the Company,
Barington  Companies  Equity Partners,  L.P., an affiliate of Barington  Capital
Group, L.P., a major shareholder of the Company, and Jewelcor Management,  Inc.,
an entity whose Chairman and Chief Executive  Officer is Seymour  Holtzman,  the
Chairman of the Company's Board of Directors.


                                       9
<PAGE>

         On  May  8,  2002,   Dynabazaar   appointed  Joseph  Wright,   Jr.,  to
Dynabazaar's  Board of Directors.  Mr. Wright is also a director of the Company.
Mr.  Wright was  appointed to the Board of  Dynabazaar  pursuant to an agreement
that Dynabazaar entered into with the Reporting Entities. The agreement provides
that the Reporting  Entities will not proceed with their  proposed proxy contest
and  limits  actions  that the group may take  prior to  January  22,  2005 with
respect to their  ownership of  Dynabazaar  common  stock.  In  addition,  James
Mitarotonda,  President and Chief Executive  Officer of MM Companies,  Inc., was
granted observer status to Dynabazaar's Board.

         In November 2003,  Dynabazaar made a distribution of $1.30 per share in
cash to all of its subsidiaries. Upon the dissolution of JHC Investment Partners
LLC the entity  created to purchase stock in  Dynabazaar,  the Company  received
cash of $806,608 and 627,390 shares of Dynabazaar  common stock,  and recorded a
gain on investment in partnership of $417,626.

         One of the conditions to the closing of the  transactions  set forth in
the Stock Purchase Agreement  referenced above was that Barington and Ramius (or
their  respective  designees)  be able to  purchase  from the Company all of the
shares of  common  stock of LQ and  Dynabazaar  held by the  Company.  Following
approval  of such  sales by the  disinterested  directors  of the  Company,  the
Company sold such shares for a purchase  price of $281,607 for the LQ shares and
$226,040 for the Dynabazaar shares.

         At December  31,  2004,  the Company  had  $3,500,725  in cash and cash
equivalents  compared to $3,811,826 at December 31, 2003.  Substantially  all of
the  Company's  remaining  cash was provided by our initial  public  offering of
common stock in 1999. The Company expects to experience  negative cash flows for
the  foreseeable  future.  The Company has not yet settled on an operating plan,
and can give no assurance that the Company's  existing cash and cash equivalents
are sufficient to satisfy its obligations  over a term longer than three years..
The Company believes these obligations will primarily relate to costs associated
with  the  operation  as  a  public  company  (legal,  accounting,   consulting,
insurance,  etc.),  as well as the  expenses  associated  with any new  business
activities.

         To the extent  that  management  of the  Company  moves  forward on its
alternative  strategies,  such  strategies may have a significant  impact on our
liquidity.

         On August 9,  2002,  in  connection  with the  review of the  Company's
contested solicitation of proxies for the annual shareholders meeting of another
public  company,  the  Company  received  a letter  from the SEC's  Division  of
Investment  Management  inquiring as to the possible status of the Company as an
unregistered  "investment  company" within the meaning of the Investment Company
Act of 1940.  The Company  believes  that,  consistent  with the  discussion  of
Investment  Company Act  matters in its Annual  Report on Form 10-K for the year
ended December 31, 2001,  the Company may have become an inadvertent  investment
company  during  2001.  The  Company  has  relied on the  "transient  investment
company" exemption from the applicable  provisions of the Investment Company Act
contained in Rule 3a-2 thereunder, which provides for a one-year "safe harbor."

         Accordingly,  prior to the  expiration  of such  one-year  safe  harbor
period, on August 29, 2002, the Company acquired ownership of gold bullion for a
purchase  price of  $4,028,115.  As of December 31, 2002,  the Company  borrowed
approximately  $1.9 million secured by that gold bullion,  which was included in
other  current  liabilities  on the  Company's  balance sheet and has since been
repaid.  As of December  31,  2004 the Company has reduced its gold  position to
$687,170. As a result of such acquisition,  "investment  securities" held by the
Company no longer exceed 40% of its total assets  (excluding cash and government
securities),  and the Company  believes that it is no longer within the relevant
definition of "investment  company" for purposes of the Investment  Company Act.
Notwithstanding   the  fact  that  the  Company  purchased  gold  bullion,   and
"investment  securities"  held by the Company no longer  exceed 40% of its total
assets (excluding cash and government  securities),  the Company could be deemed
to be an investment  company under Section  3(a)(1)(A) of the Investment Company
Act,  which  covers  companies  that are engaged  primarily  in the  business of
investing, reinvesting or trading in securities.

         The Company  believes  that, at all relevant times prior to the date of
filing of this Annual  Report,  either it has not been an investment  company as
defined in the  Investment  Company Act or it has been a  "transient  investment
company"  exempt from the  Investment  Company  Act. The Company  believes  that
because of the  character  of its assets it does not  currently  fall within the
definition of an investment company.


                                       10
<PAGE>

         The Company is seeking to acquire one or more  operating  businesses in
the near term, which the Company believes would,  among other things,  eliminate
any concern  that it may be deemed to be  primarily  engaged in the  business of
investing, reinvesting or trading in securities. A determination by the SEC that
the Company is in fact an unregistered  investment company could have a material
adverse effect on the Company's business. An unregistered investment company can
be prohibited from, among other things, engaging in interstate commerce.

                      FACTORS THAT MAY AFFECT OUR BUSINESS,
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OUR COMMON STOCK HAS BEEN DELISTED  FROM THE NASDAQ AND IS CURRENTLY  SUBJECT TO
"PENNY STOCK" RULES.

         Since our common stock is not listed on a national  securities exchange
or listed on a qualified  automated  quotation system,  and does not qualify for
any  available  exceptions,  it is subject to Rule 15g-9 under the Exchange Act,
which imposes additional sales practice requirements on broker-dealers that sell
such  securities to persons  other than  established  customers and  "accredited
investors."  (Accredited investors are, generally,  individuals with a net worth
in excess of  $1,000,000  or  annual  incomes  exceeding  $200,000  or  $300,000
together with their spouses.)

         For  transactions  covered by Rule 15g-9, a  broker-dealer  must make a
special  suitability  determination  for the  purchaser  and have  received  the
purchaser's   written  consent  to  the  transaction  prior  to  sale.  For  any
transaction  involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure  schedule prepared by
the SEC relating to the penny stock  market.  Disclosure  is also required to be
made  about  sales  commissions  payable  to  both  the  broker-dealer  and  the
registered  representative and current  quotations for the securities.  Finally,
monthly  statements are required to be sent disclosing  recent price information
for the penny stock held in the account and information on the limited market in
penny stock. Consequently, such Rule may affect the ability of broker-dealers to
sell the Company's  securities  and may affect the ability of purchasers to sell
any of the Company's securities in the secondary market.

CONCENTRATION OF STOCK OWNERSHIP MAY DELAY OR PREVENT A CHANGE OF CONTROL.

         Our directors,  executive officers and principal stockholders and their
affiliates own a significant  percentage of our  outstanding  common stock. As a
result,  these  stockholders  may have the ability to  influence  the outcome of
corporate  actions  requiring  stockholder   approval.   This  concentration  of
ownership  may have the effect of delaying or  preventing a change in control of
the Company.

CERTAIN  ALTERNATIVES BEING CONSIDERED BY THE BOARD, IF THEY OCCUR, COULD HAVE A
SUBSTANTIALLY DILUTIVE EFFECT ON YOUR INVESTMENT.

         The Company's  Board of Directors has  determined to seek to pursue one
or more potential acquisitions.  See Item 1, "Business." Such acquisitions could
involve the issuance of  additional  equity in the Company or a future  business
combination involving the Company. Depending on the terms of any such event, you
could experience a substantially dilutive effect on your investment.

OUR  STOCKHOLDERS  MAY HAVE  DIFFICULTY  IN  RECOVERING  MONETARY  DAMAGES  FROM
DIRECTORS.

         Our certificate of incorporation contains a provision, which eliminates
personal  liability of our directors  for monetary  damages to be paid to us and
our  stockholders  for some  breaches of fiduciary  duties.  As a result of this
provision,  our  stockholders  may be unable to recover monetary damages against
our directors for their actions that  constitute  breaches of fiduciary  duties,
negligence or gross  negligence.  Inclusion of this provision in our certificate
of incorporation may also reduce the likelihood of derivative litigation against
our directors and may  discourage  lawsuits  against our directors for breach of
their  duty  of care  even  though  some  stockholder  claims  might  have  been
successful and benefited stockholders.

WE  MAY  BE  DEEMED  TO  BE AN  INVESTMENT  COMPANY  AND  SUBJECTED  TO  RELATED
RESTRICTIONS

         The regulatory scope of the federal  Investment  Company Act, which was
enacted   principally  for  the  purpose  of  regulating   vehicles  for  pooled
investments in securities,  extends  generally to companies engaged primarily in


                                       11
<PAGE>

the  business  of  investing,   reinvesting,   owning,  holding  or  trading  in
securities.  The  Investment  Company  Act may,  however,  also be  deemed to be
applicable to companies which do not intend to be characterized as an investment
company  but which,  nevertheless,  may be deemed to be within the  definitional
scope of certain  provisions of the Investment Company Act. We do not intend and
do not  consider  the Company to be an  investment  company and our  anticipated
activities  going forward are expected to involve  acquiring one or more related
or  other  businesses.  If we  were  deemed  to be an  investment  company,  our
activities  would be  restricted,  including  restrictions  on the nature of our
investments  and the  issuance or  repurchase  of  securities.  We might also be
required to register under the Investment Company Act and file reports, or adopt
corporate  governance  rules including  significant  reporting,  record keeping,
voting, proxy, disclosure and other rules and regulations.  In the event we were
deemed to be an  investment  company,  our  failure to satisfy  such  regulatory
requirements have a material adverse effect on us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The majority of our sales and expenses are denominated in U.S.  dollars
and  as  a  result,  foreign  exchange  gains  and  losses  to  date  have  been
insignificant.  While the  Company  may  effect  some  transactions  in  foreign
currencies,  it does  not  expect  that any  related  gains  or  losses  will be
significant. The Company has not engaged in foreign currency hedging to date.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements                                               Page

Reports of Independent Registered Public Accounting Firm......................13

Balance Sheets
   As of December 31, 2004 and 2003...........................................15

Statements of Operations
   For the years ended December 31, 2004, 2003 and 2002.......................16

Statements of Comprehensive Income (Loss).....................................17

Statements of Stockholders' Equity
   For the years ended December 31, 2004, 2003 and 2002.......................18

Statements of Cash Flows
   For the years ended December 31, 2004, 2003 and 2002.......................19

Notes to Financial Statements.................................................20


                                       12
<PAGE>

             Report of Independent Registered Public Accounting Firm


MM Companies, Inc.
Wilkes-Barre, Pennsylvania

We have audited the  accompanying  balance  sheets of MM  Companies,  Inc.  (the
"Company") as of December 31, 2004,  and the related  statements of  operations,
comprehensive income (loss), stockholders' equity and of cash flows for the year
then ended.  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 audit.

We conducted  our audit 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 was 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 opinion. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of MM  Companies,  Inc. as of
December 31, 2004 and the results of its  operations  and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Kronick Kalada Berdy & Co.
-------------------------------
KRONICK KALADA BERDY & CO.
Kingston, Pennsylvania
March 24, 2005


                                       13
<PAGE>

             Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders MM Companies, Inc.

         We have audited the  accompanying  balance sheet of MM  Companies,  Inc
(the  "Company")  as of  December  31,  2003,  and  the  related  statements  of
operations, stockholders' equity and cash flows for the years ended December 31,
2003  and  2002.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of MM Companies, Inc as
of December 31, 2003,  and the results of its  operations and its cash flows for
the years  ended  December  31, 2003 and 2002,  in  conformity  with  accounting
principles generally accepted in the United States.

         The accompanying  financial  statements and schedule have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1, certain  conditions raise  substantial  doubt about the Company's  ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note 1. The  accompanying  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                             /s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
March 5, 2004


                                       14
<PAGE>

                               MM COMPANIES, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                  ------------------------------
                                                                       2004             2003
                                                                  -------------    -------------
<S>                                                               <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                      $   3,500,725    $   3,811,826
   Precious metals                                                      687,170          687,170
   Note receivable, current portion                                      78,261           95,652
   Prepaid expenses and other current assets                            102,782          162,273
                                                                  -------------    -------------
Total current assets                                                  4,368,938        4,756,921

Note receivable, less current portion                                    76,087          154,348
Investments in available-for-sale securities                                 --          397,125
Other assets                                                                798               --
                                                                  -------------    -------------
Total assets                                                      $   4,445,823    $   5,308,394
                                                                  =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Accrued expenses, all current                                  $     161,825    $      74,966
                                                                  -------------    -------------

 Stockholders' equity:
   Common stock, $0.01 par value, 25,000,000 shares authorized;
     3,358,444 shares issued at December 31, 2004 and 2003, and
     3,289,006 shares outstanding at December 31, 2004 and 2003          33,585           33,585
   Additional paid-in capital                                       185,457,862      185,457,862
   Accumulated other comprehensive income                                    --          189,516
   Deficit                                                         (181,115,916)    (180,356,002)
   Treasury stock, 69,438 shares, at cost                               (91,533)         (91,533)
                                                                  -------------    -------------
   Total stockholders' equity                                         4,283,998        5,233,428
                                                                  -------------    -------------
Total liabilities and stockholders' equity                        $   4,445,823    $   5,308,394
                                                                  =============    =============
</TABLE>


              See accompanying notes to these financial statements.


                                       15
<PAGE>

                               MM COMPANIES, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                    -----------------------------------------
                                                        2004           2003           2002
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Operating expenses,
    general and administrative                      $ 1,130,987    $   877,325    $   (74,521)
                                                    -----------    -----------    -----------
Income (loss) from operations                        (1,130,987)      (877,325)        74,521
                                                    -----------    -----------    -----------
Other:
    Interest and dividend income                        105,907         70,605        238,943
    Gain on sale of precious metals                          --        235,628             --
    Gain on investment in partnership                        --        417,625             --
    Recovery of note receivable settlement                   --        250,000             --
    Gain on sale of available-for-sale securities       300,468             --         42,691
                                                    -----------    -----------    -----------
Total other                                             371,073      1,142,196        148,598
                                                    -----------    -----------    -----------
Net income (loss)                                   $  (759,914)   $   264,871    $   223,119
                                                    ===========    ===========    ===========
Basic and diluted net income (loss) per common
   share                                            $      (.23)   $       .08    $       .07
                                                    ===========    ===========    ===========
Weighted average shares outstanding                   3,289,006      3,286,730      3,305,073
                                                    ===========    ===========    ===========
</TABLE>


              See accompanying notes to these financial statements.


                                       16
<PAGE>

                               MM COMPANIES, INC.
                    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                                    YEARS ENDED DECEMBER 31,
                                             ----------------------------------
                                                2004         2003        2002
                                             ---------    ---------   ---------
Comprehensive income (loss):
     Net income (loss)                       $(759,914)   $ 264,871   $ 223,119
     Unrealized gain (loss) on investment
       in available-for-sale securities        110,952       25,144      50,283
     Reclassification adjustment for gains
       included in net income                 (300,468)
                                             ---------    ---------   ---------
Total comprehensive income (loss)            $(949,430)   $ 290,015   $ 273,402
                                             =========    =========   =========



              See accompanying notes to these financial statements.


                                       17
<PAGE>

                               MM COMPANIES, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                            ACCUMULATED
                                        COMMON STOCK        ADDITIONAL        OTHER
                                   ----------------------    PAID-IN       COMPREHENSIVE                  TREASURY
                                     SHARES       AMOUNT      CAPITAL         INCOME         DEFICIT        STOCK          TOTAL
                                   ----------    --------   -------------    ---------   --------------   ---------    -----------
<S>                 <C> <C>         <C>          <C>        <C>              <C>         <C>              <C>          <C>
Balance at December 31, 2001        3,314,042    $ 33,140   $ 185,391,807    $ 114,089   $ (180,843,992)  $      --    $ 4,695,044
Common stock, issued to
  outside directors                    36,010         361          54,139                                    54,500
Purchase of treasury stock                                                                                  (91,533)       (91,533)
Unrealized holding gain on
  available-for-sale securities                                                 50,283                                      50,283
Net income                                                                     223,119                                     223,119
                                   ----------    --------   -------------    ---------   --------------   ---------    -----------
Balance at December 31, 2002        3,350,052      33,501     185,445,946      164,372     (180,620,873)    (91,533)     4,931,413
Common stock, issued to
  outside directors                     8,392          84          11,916                                                   12,000
Unrealized holding gain on
  available-for-sale securities                                                 25,144                                      25,144
Net income                                                                     264,871                                     264,871
                                   ----------    --------   -------------    ---------   --------------   ---------    -----------
Balance at December 31, 2003        3,358,444      33,585     185,457,862      189,516     (180,356,002)    (91,533)     5,233,428
Unrealized gain on
  available-for-sale securities                                                110,952                                     110,952
Reclassification adjustment for
  gains included in net income                                                (300,468)                                   (300,468)
Net loss                                                                      (759,914)                                   (759,914)
                                   ----------    --------   -------------    ---------   --------------   ---------    -----------
Balance at December 31, 2004        3,358,444    $ 33,585   $ 185,457,862    $       0   $ (181,115,916)  $ (91,533)   $ 4,283,998
                                   ==========    ========   =============    =========   ==============   =========    ===========
</TABLE>

              See accompanying notes to these financial statements.


                                       18
<PAGE>

                               MM COMPANIES, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                           -----------------------------------------
                                                              2004            2003           2002
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Cash flows from operating activities
Net income (loss)                                          $  (759,914)   $   264,871    $   223,119
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Recovery of note receivable settlement                            --       (250,000)            --
  Gain on sale of available-for-sale securities               (300,468)            --        (42,691)
  Gain on investment in partnership                                 --       (417,626)            --
  Gain on disposition of liabilities                                --       (110,488)    (1,639,472)
  Services received in exchange for stock                           --         12,000         54,500
  Changes in operating assets and liabilities:
    Note receivable                                             95,652             --             --
    Precious metals                                                 --      3,340,945     (4,028,115)
    Prepaid expenses and other current assets                   59,491        963,165     (1,028,277)
    Other assets                                                  (798)            --             --
    Accounts payable and accrued expenses                       86,859       (904,500)    (1,058,522)
    Other current liabilities                                       --     (1,915,535)     2,085,580
    Accrued lease payments                                          --             --     (1,051,794)
                                                           -----------    -----------    -----------
Net cash provided by (used in) operating activities           (819,178)       982,832     (6,485,672)
                                                           -----------    -----------    -----------

Cash flows from investing activities Proceeds from:
   Available-for-sale securities                               508,077             --        152,092
   Return of investment in available-for-sale securities            --      1,446,932             --
Proceeds from (purchase of ) investment in partnership              --        806,608       (596,021)
                                                           -----------    -----------    -----------
Net cash provided by (used in) investing activities            508,077      2,253,540       (443,929)
                                                           -----------    -----------    -----------

Cash flows from financing activities,
purchases of treasury stock                                         --             --        (91,533)
                                                           -----------    -----------    -----------
Net (decrease) increase in cash and cash equivalents          (311,101)     3,236,372     (7,021,134)
Cash and cash equivalents at beginning of year               3,811,826        575,454      7,596,588
                                                           -----------    -----------    -----------
Cash and cash equivalents at end of year                   $ 3,500,725    $ 3,811,826    $   575,454
                                                           ===========    ===========    ===========
</TABLE>


              See accompanying notes to these financial statements.


                                       19
<PAGE>

                               MM COMPANIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2004

1.       ORGANIZATION

THE COMPANY

         On January 3, 2001,  the Board of Directors of MM Companies,  Inc. (the
"Company"),  as then  constituted,  voted unanimously to cease the operations of
its Internet-based  custom  CD-marketing  business.  The Board concluded at that
time that the business no longer  represented  a viable  alternative  to provide
maximum value to the Company's stockholders.

         At December  31,  2004,  the Company  had  $3,500,725  in cash and cash
equivalents  and $687,170 in precious metals (see note 3) compared to $3,811,826
and  $687,170,  respectively,  at December  31,  2003.  The  Company  expects to
experience  negative cash flows for the foreseeable future and has not generated
any operating  revenue in the last three years.  The Company has not yet settled
on an operating plan, and can give no assurance that the Company's existing cash
and cash  equivalents are sufficient to satisfy its obligations  over the longer
term. The Company  believes  these  obligations  will primarily  relate to costs
associated  with  the  operation  as  a  public  company   (legal,   accounting,
consulting,  insurance,  etc.), as well as the expenses  associated with any new
business  activities.  The Company  continues to consider  future  alternatives,
including the possible acquisition of other businesses. However, the Company has
not consummated any significant  transactions to date and the Company's business
prospects remain  uncertain.  To the extent that management of the Company moves
forward on any  alternative  strategy,  such  strategy may have an impact on the
Company's liquidity.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

         The Company  considers all  highly-liquid  investments with an original
maturity date of three months or less when purchased to be cash  equivalents.  A
portion of the Company's cash balances is held in an account managed by Jewelcor
Management Inc.  ("JMI"),  which is wholly owned by the Chairman of the Board of
the Company.  JMI,  together with certain entities and individuals  beneficially
owns approximately 43% of the Company's Common Stock. The Company has $3,299,000
invested  in two money  market  accounts  at December  31,  2004,  which are not
insured.

INVESTMENTS

         As of December 31, 2003, the Company had available-for-sale investments
with a fair market  value of $397,125  and a cost basis of  $207,609.  The gross
unrealized  gain  for the year  ended  December  31,  2003 of  $25,144  has been
recorded as a separate  component of stockholders'  equity as accumulated  other
comprehensive  income.  On January 29, 2003 L Q Corporation,  Inc. (f/k/a Liquid
Audio, Inc.), distributed $2.50 per share in cash to all of its shareholders, of
which  $1,446,932  was  recorded  as a return of  investment  and  $190,318  was
recorded  as dividend  income from cash  distribution.  In  November  2003,  the
Company received  627,390 shares of Dynabazzar,  Inc. (f/k/a  Fairmarket,  Inc.)
common stock as a result of the  dissolution  of JHC  Investment  Partners,  LLC
("JHC")(see footnote 6).

         Under the terms of a Stock Purchase Agreement, to which the Company was
not a party,  JMI and the JMI Group  purchased  151,668  shares of the Company's
common stock from  Barington and the  Barington  Group and Ramius and the Ramius
Group in May 2004.  In addition,  the JMI Group  acquired in May 2004  1,209,866
shares of the  Company's  common  stock  from BCG, a limited  liability  company
partially  owned by the JMI Group,  in part through  redemption  and  subsequent
transfer  by BCG of the JMI  Group's  membership  interest in BCG and in part by
purchase,  and  Mr.  Mitarotonda  transferred  to  Mr.  Holtzman  certain  stock
appreciation  rights with respect to shares of the Company originally granted on
or about December 31, 2002.  Pursuant to the Stock Purchase  Agreement,  the JMI
Group  also  sold to the  Barington  Group and the  Ramius  Group all of the JMI
Group's  common  stock of three  other  companies  in which the JMI  Group,  the
Barington Group and the Ramius Group had all had  investments -- LQ,  Dynabazaar
and  Register.com -- and Mr.  Holtzman  transferred to Mr.  Mitarotonda  certain


                                       20
<PAGE>

options to acquire  common stock of LQ  originally  granted on or about March 18
and April 15,  2003.  A copy of the Stock  Purchase  Agreement  was  attached as
Exhibit 99.1 to a Schedule  13D/A filed with the SEC on May 25, 2004,  on behalf
of certain members of the JMI Group, the Barington Group and the Ramius Group.

         One of the conditions to the closing of the  transactions  contemplated
by the  Stock  Purchase  Agreement  was that  Barington  and  Ramius  (or  their
respective designees) be able to purchase from the Company, for the market price
of such stock at the time the  transactions  were being  negotiated,  all of the
shares of common stock of LQ,  Dynabazaar and Register.com  held by the Company.
Following approval of such sales by the disinterested  directors of the Company,
the  Company  agreed  to the  sale  of  such  shares  for a  purchase  price  of
approximately  $508,000  in May  2004  and  recognized  a gain of  approximately
$300,000.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Fair Value of the Company's assets and liabilities which qualify as
financial  instruments  under  SFAS No.  107,  "Disclosures  About Fair Value of
Financial  Instruments,"  approximate  the  carrying  amounts  presented  in the
accompany  balance  sheets,  except for precious metals which are stated at cost
(See Footnote 3). The fair value of precious metals was $964,000 and $913,000 at
December 31, 2004 and 2003, respectively.

INCOME TAXES

         The Company complies with SFAS No. 109,  "Accounting for Income Taxes",
which requires an asset and liability approach to financial reporting for income
taxes.  Deferred  income tax assets and liabilities are computed for differences
between the financial  statement and tax bases of assets and liabilities and for
tax  carry-forwards  that will result in future  taxable or deductible  amounts,
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences or carry-forwards  are expected to affect taxable income.  Valuation
allowances are established, when necessary, to reduce deferred income tax assets
to the amount expected to be realized.

STOCK-BASED COMPENSATION

         The Company accounts for its stock-based  employee  compensation  plans
under  Accounting  Principles  Board Opinion No. 25, under which no compensation
cost has been recognized in the  accompanying  statements of operations,  as all
options granted under those plans had an exercise price equal to or in excess of
the market value of the  underlying  common stock at the date of grant (see Note
9). Had compensation cost for these options been determined  consistent with the
fair value method  provided by SFAS No. 123, the Company's net income (loss) and
net income  (loss)  per common  share  would have been the  following  pro forma
amounts in each of the years  during the three year period  ended  December  31,
2004.

                                            YEARS ENDED DECEMBER 31,
                                     -------------------------------------
                                         2004          2003         2002
                                     -----------    ---------    ---------
Net income (loss):
As reported                          $  (759,914)   $ 264,871    $ 223,119
Deduct:
Total stock based compensation
  expense determined under fair
  value method for all awards, net
  of related tax effect                       --       (2,827)     (98,398)
                                     -----------    ---------    ---------

Pro forma                            $  (759,914)   $ 262,044    $ 124,721
                                     ===========    =========    =========

Basic and diluted EPS:
As reported                          $     (0.23)   $    0.08    $    0.07
Pro forma                            $     (0.23)   $    0.08    $    0.04


                                       21
<PAGE>

         The fair  value of each  option  grant is  estimated  on the grant date
using the Black-Scholes  option-pricing model with the following assumptions for
2003 and 2002: Risk-free interest rate 4.0%, no dividend yield,  expected life 5
years and expected volatility of 21.41% for 2003 and 373% for 2002.

         On  July  30,  2003  the  Company  changed  from a  stock/option  based
compensation plan to a cash based compensation  plan.  Directors are entitled to
receive  $7,500 on being  appointed  and $7,500 as an annual  retainer  upon the
anniversary  of their  appointment.  Each  director  is entitled to a payment of
$1,000 for each board or  committee  meeting he attends;  the  chairperson  of a
committee will receive $2,000 per meeting.

NET INCOME (LOSS) PER SHARE

         The Company complies with SFAS No. 128,  "Earnings Per Share." SFAS No.
128 requires dual  presentation of basic and diluted income (loss) per share for
all periods  presented.  Basic income (loss) per share excludes  dilution and is
computed by dividing  income  (loss)  available  to common  stockholders  by the
weighted  average number of common shares  outstanding  for the period.  Diluted
income per share reflects the potential  dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common
stock or resulted in the  issuance of common stock that then share in the income
(loss) of the  Company.  Diluted  net income  (loss) per share  excludes  common
equivalent  shares,  unexercised  stock options and warrants as the  computation
would be  anti-dilutive.  Unexercised stock options to purchase 91,892 shares of
the  Company's  common stock as of December 31, 2004 and 2003 and 392,734  stock
options and warrants at December 31, 2002 were  excluded in the  computation  of
diluted  earning per share because the options'  exercise price was greater than
the average market price of the Company's common stock.

USE OF ESTIMATES

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

RECLASSIFICATIONS

         Certain  amounts in the 2003 and 2002  financial  statements  have been
reclassified to conform to the 2004 presentation.

3.       PRECIOUS METAL

         In August 2002, the Company  acquired 12,900 ounces of gold bullion for
a purchase  price of  $4,028,115.  During 2003, the Company sold an aggregate of
10,700 ounces of gold bullion with a cost basis of $3,340,945 for  approximately
$3,887,000. Approximately $1.9 million of the 2003 proceeds were used to pay off
its outstanding liability,  which was secured by the gold bullion as of December
31,  2002.  As of December  31, 2004 and 2003 the Company  owned 2,200 ounces of
gold bullion.  On January 20, 2005,  the Company sold these 2,200 ounces of gold
bullion for $922,659 therefore realizing a gain of $235,489.

4.       NOTE RECEIVABLE

         In connection with a royalty  agreement signed on October 11, 1999, the
Company  advanced  $500,000 to an independent  record label, in return for which
the Company  received a note receivable that was due on April 11, 2000. In 2000,
the Company  established a reserve for the entire  receivable  and pursued legal
action to collect the note.  In January 2004 the parties  agreed to a settlement
agreement  whereby the Company would receive an aggregate of $250,000.  The note
is payable in installments of $50,000 on each of May 1, 2004 and May 1, 2006 and
$6,522  per  month,  for  twenty-three  months,  commencing  June  1,  2004  and
continuing  through May 1, 2006,  less collection  fees. The scheduled  payments
have been received to date.


                                       22
<PAGE>

5.       PREPAID EXPENSES AND OTHER CURRENT ASSETS

         Prepaid expenses and other current assets at December 31, 2004 and 2003
were $102,782 and $162,273,  respectively.  A portion of the balance at December
31,  2004  and  2003  is  comprised  of  approximately   $96,000  and  $153,000,
respectively,  in prepaid  insurance  for the  renewed  Directors  and  Officers
Liability Policy.  These amounts are being expensed monthly over the life of the
policy.

6.         LEASE COMMITMENTS

Commencing  as of October 1, 1999,  the Company  entered into a lease  agreement
("Prime  Lease") for 7,566 square feet of general  office  space  located in New
York City through  February 2010. Under the terms of the lease the fixed monthly
rent,  which commenced on March 1, 2000 was $32,156 for the initial three years,
$34,678 for the next four years,  and $35,939 for the  remainder of the term. In
July 2001,  the Company  entered  into a sub-lease  back to the landlord of this
office space through June 30, 2006.  The landlord  sub-leased  the premises to a
third  party.   The  amount  of  fixed  rent  payable  under  the  sub-lease  is
substantially  equivalent to that payable under the Prime Lease.  The Company is
currently negotiating an assignment of the Prime Lease to this third party under
which it is anticipated  that the Company would continue to pay a portion of the
fixed rent through the expiration of the Prime Lease in February 2010.

7.       COMMON STOCK AND WARRANTS

         On  February  25,  2002,  the  Board of  Directors  authorized  a stock
repurchase  program  for up to 500,000  shares of the  Company's  Common  Stock.
Shares of Common Stock are expected to be purchased  from  time-to-time  in open
market   transactions  and  privately   negotiated   transactions,   subject  to
availability and price, prevailing market and business conditions and regulatory
compliance.  In connection with the stock repurchase  program, on June 11, 2002,
the Company's Board of Directors and a majority of the stockholders authorized a
one for one hundred  reverse  stock split  followed by a hundred for one forward
stock split.

         As of December 31, 2002, the Company had  repurchased  69,438 shares of
its Common Stock at an average market price of $1.32 per share.

         In 2003 and 2002 the Board of Directors  approved the issuance of 8,392
and 36,010 shares of Company  Common Stock,  and 7,500 and 35,000 stock options,
respectively  to outside  Board  members for services  provided in their role as
directors.

8.       STOCK OPTION PLAN

         The 1996 Stock  Option  Plan (the  "Plan")  was adopted by the Board of
Directors and approved by the  stockholders  in 1996. The purpose of the Plan is
to promote the long-term  growth and  profitability  of the Company by providing
key people with incentives to contribute to the growth and financial  success of
the Company.  The  aggregate  number of shares of common stock for which options
may be granted under the Plan shall not exceed  650,000  shares as voted on by a
majority  of the  stockholders  during  the  2000  annual  stockholder  meeting.
Additional  information  with respect to stock option  activity is summarized as
follows:

<TABLE>
<CAPTION>
                                      2004                     2003                   2002
                              -----------------   -------------------------- --------------------
                                         Weighted                                         Weighted
                                          average                                         Average
                                         exercise           Weighted Average              Exercise
                               Shares      price   Shares    Exercise Price   Shares        Price
                              --------   ------   --------  ---------------- --------      ------
<S>                             <C>      <C>       <C>           <C>           <C>         <C>
Outstanding at beginning of
   year                         91,892   $28.24    103,756       $29.15        68,756      $42.93
Options granted                     --       --      7,500         1.36        35,000        2.08
Options canceled or expired         --       --    (19,364)       22.70            --          --
                              --------   ------   --------       ------      --------      ------
Outstanding at end of year      91,892   $28.24     91,892       $28.24       103,756      $29.15
                              ========   ======   ========       ======      ========      ======
Exercisable at end of year      91,892   $28.24     91,892       $28.24       103,756      $29.15
                              ========   ======   ========       ======      ========      ======
</TABLE>


                                       23
<PAGE>

<TABLE>
<CAPTION>
                                         OPTIONS OUTSTANDING                             OPTIONS EXERCISABLE
                          --------------------------------------------------        ------------------------------
                           NUMBER       WEIGHTED-AVERAGE                               NUMBER
                         OUTSTANDING        REMAINING                               EXERCISABLE
  RANGE OF EXERCISE        AS OF           CONTRACTUAL       WEIGHTED-AVERAGE          AS OF       WEIGHTED-AVERAGE
        PRICE             12/31/04       LIFE (IN YEARS)      EXERCISE PRICE          12/31/04      EXERCISE PRICE
        -----             --------       ---------------      --------------          --------      --------------
<S>                          <C>              <C>                  <C>                 <C>              <C>
        $1.36               7,500             3.58                 $1.36                7,500            $1.36
    $2.02 - $2.10          35,000             1.30                 $2.08               35,000            $2.08
        $20.70             10,892             3.89                $20.70               10,892           $20.70
        $59.40             38,500             0.04                $59.40               38,500           $59.40
                           ------             ----                ------               ------           ------
                           91,892             1.26                $28.24               91,892           $28.24
                           ======             ====                ======               ======           ======
</TABLE>

         On December 31, 2002, the Company issued a stock appreciation right for
185,000  shares to each of James  Mitarotonda  and Seymour  Holtzman.  Under the
terms of a Stock Purchase Agreement, Mr. Mitarotonda transferred to Mr. Holtzman
his stock  appreciation  right for  185,000  shares  of the  Company.  The stock
appreciation right provides that it may be exercised for cash in an amount equal
to the excess value, if any, by which the market value of the shares on the date
of  exercise  exceeds  $1.852,   as  adjusted  from  time  to  time.  The  stock
appreciation right is exercisable  immediately and expires on December 31, 2007.
No  compensation  expense has been recorded  during the years ended December 31,
2004  and  2003,  as  the  Company's  stock  price  was  lower  than  the  stock
appreciation right's exercise price.

9.       INCOME TAXES

         At December 31, 2004, the Company had net operating loss carry-forwards
of $91.2 million and capital loss carry-forwards of $1.2 million. The timing and
manner in which the remaining  operating loss  carry-forwards may be utilized in
any year will be limited to the Company's  ability to generate  future  earnings
and by  limitations  imposed due to change in  ownership.  Current net operating
loss  carry-forwards will expire principally in the years 2021 through 2024. The
capital  loss  carry-forwards  will  expire  in  2005.  As the  Company  has not
generated  any  operating  revenues  during recent years and no assurance can be
made of future earnings, a valuation allowance in the amount of the deferred tax
asset has been recorded.  The change in the valuation  allowance was $315,171 in
2004 and $14.4 million in 2003.  There was no current or deferred  provision for
income taxes for the years ended December 31, 2004, 2003 or 2002.

         The remainder of the NOL also likely might  effectively  be obviated if
certain  future  events were to occur that would invoke  additional  Section 382
provisions. Future use of the NOLs therefore is extremely speculative and should
not be presumed absent extensive analysis of the complex Section 382 provisions.

         Net deferred tax assets consist of:

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                            ----------------------------
                                                                2004             2003
                                                            ------------    ------------
<S>                                                         <C>             <C>
        Deferred tax assets:
           Reserves and other                               $         --    $         --
           Capital loss carry-forward                            447,600         447,600
           Net operating loss carry-forward                   34,043,048      33,727,877
                                                            ------------    ------------
           Deferred tax assets before valuation allowance     34,490,648      34,175,477
        Less valuation allowance                             (34,490,648)    (34,175,477)
                                                            ------------    ------------
        Net deferred tax assets                             $         --    $         --
                                                            ============    ============
</TABLE>

         The Company has not paid any income taxes since its inception.


                                       24
<PAGE>

         The  provision for income taxes  differed  from the amount  computed by
applying the U.S.  federal  statutory  rate to the income  (loss)  before income
taxes due to the effects of the following:

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                  2004         2003         2002
                                               ---------    ---------    ---------
Expected federal tax expense (benefit) at
<S>                                            <C>          <C>          <C>
   Federal statutory tax rate                  $(258,212)   $  90,056    $  75,860
Expected state tax expense (benefit), net of
   Federal expense (benefit)                     (56,959)       8,741        7,363
Non-deductible expenses and other
Utilization of NOL                                    --      (98,797)     (83,223)
Increase in valuation allowance                  315,171           --           --
                                               ---------    ---------    ---------
                                               $      --    $      --    $      --
                                               =========    =========    =========
</TABLE>

10.         RELATED PARTY TRANSACTIONS

         Beginning  May 19, 2004,  JMI (now the  beneficial  owner of 43% of the
Company's  common stock)  provided the Company with certain  legal,  accounting,
consulting,  management,  and other  services  similar  to those  which had been
previously  provided by Barington,  which is owned by a former  shareholder.  On
June 10, 2004, the Company retained JMI to serve as a consultant for $21,500 per
month. The Company's  principal  executive  offices are in a space leased by JMI
from the Chairman of the Board and his wife,  and made  available to the Company
(without separate charge) through the Company's consulting arrangement with JMI.
JMI has also made  available  to the Company the  services of a JMI  employee to
serve as the Chief Financial  Officer of the Company.  In addition,  the Company
pays  $5,000 per month,  to the  Chairman of the Board for  services  performed.
During the transition of management  companies,  the Company incurred transition
costs paid to Barington and JMI and  reimbursed  JMI for certain legal fees. For
the years  ended  December  31,  2004 and 2003,  and 2002 the  Company  expensed
approximately  $404,000,  $387,000 and  $328,000,  respectively,  in payments to
related parties. Of these totals, $254,000,  $123,000 and $60,000 related to JMI
for the years ended  December 31, 2004,  2003 and 2002,  respectively  while the
remainder  related to  Barington.  At December 31,  2004,  $40,000 is unpaid and
included in accrued expenses.

ITEM 9      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

         None.

ITEM 9A.    CONTROLS AND PROCEDURES.

         Within 90 days prior to the filing date of this  Annual  Report on Form
10-K, the Company's management,  including the Chief Executive Officer and Chief
Financial  Officer,  carried  out  an  evaluation  of the  effectiveness  of the
Company's  disclosure controls and procedures.  Based upon that evaluation,  the
Chief  Executive  Officer and Chief  Financial  Officer have  concluded that the
Company's current disclosure  controls and procedures are effective.  There have
been no  significant  changes in the  Company's  internal  controls  or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation by the Chief Executive Officer and Chief Financial Officer.

         The design of any system of controls  and  procedures  is based in part
upon certain assumptions about the likelihood of future events.  There can be no
assurance  that any design will succeed in achieving  its stated goals under all
potential future conditions, regardless of how remote.


                                       25
<PAGE>

ITEM 9B.          OTHER INFORMATION.

         Commencing  as of October 1, 1999,  the  Company  entered  into a lease
agreement  ("Prime Lease") for 7,566 square feet of general office space located
in New York City through  February 2010. Under the terms of the lease, the fixed
monthly rent, which commenced on March 1, 2000 was $32,156 for the initial three
years,  $34,678 for the next four years,  and $35,939 for the  remainder  of the
term.  In July 2001,  the Company  entered into a sub-lease of this office space
back to the landlord through June 30, 2006. The landlord sub-leased the premises
to a third  party.  The  amount of fixed rent  payable  under the  sub-lease  is
substantially  equivalent to that payable under the Prime Lease.  The Company is
currently negotiating an assignment of the Prime Lease to this third party under
which it is anticipated  that the Company would continue to pay a portion of the
fixed rent through the expiration of the Prime Lease in February 2010.

                                    PART III

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF  THE REGISTRANT

         Set forth below is certain  information  regarding  the  directors  and
executive officers of the Company.

<TABLE>
<CAPTION>
Name                         Age      Position
----                         ---      --------
<S>                          <C>      <C>
Seymour Holtzman.........    69       Director, Chief Executive Officer and Chairman of the Board
Efrem Gerszberg..........    30       President
Jesse Choper.............    69       Director
Jeremy Anderson..........    35       Chief Financial Officer
</TABLE>

         SEYMOUR  HOLTZMAN  is Chief  Executive  Officer  and a director  of the
Company and had been a member of the  Company's  Board of Directors and Chairman
of the Board since  January 2001.  Mr.  Holtzman has been involved in the retail
business for over 30 years.  For many years he has been the  President and Chief
Executive Officer of Jewelcor,  Inc., formerly a New York Stock Exchange company
that operated a chain of retail stores.  From 1986 to 1988, Mr. Holtzman was the
Chairman of the Board and Chief  Executive  Officer of Gruen  Marketing Corp, an
American  Stock Exchange  company  involved in the  nationwide  distribution  of
watches.  For at  least  the last  five (5)  years,  Mr.  Holtzman  has been the
Chairman  and Chief  Executive  Officer of Jewelcor  Management,  Inc, an entity
primarily engaged in investment and management services;  C.D. Peacock,  Inc., a
prominent  Chicago,  Illinois  retail  jewelry  establishment;  and S.A.  Peck &
Company, a retail and mail order jewelry company based in Chicago,  Illinois. In
addition to the  Company,  Mr.  Holtzman  is  currently a member of the Board of
Directors and the Chairman of the Board of one other public company: Casual Male
Retail Group, Inc. (NASDAQ:CMRG). Mr. Holtzman is a shareholder activist and has
been an investor in banks and savings and loans since 1972.

         EFREM  GERSZBERG  is  President  of the  Company and has served in such
capacity  since  May 2004.  Mr.  Gerszberg  has been  responsible  for  Jewelcor
Management's acquisition and business development over the past eighteen months.
Prior to joining  Jewelcor  Management,  Mr. Gerszberg worked as an attorney for
the firm of Brach, Eichler,  Rosenberg,  Silver, Bernstein,  Hammer & Gladstone.
After Brach Eichler,  Mr. Gerszberg  worked as a proprietary  trader of equities
and futures at JP Capital LLC. Mr. Gerszberg earned his Juris Doctor degree from
Rutgers School of Law.

         JESSE CHOPER has served as a member of the Company's Board of Directors
since May 2001.  Mr.  Choper is the Earl Warren  Professor  of Public Law at the
University  of  California  at Berkeley  School of Law where he has taught since
1965.  Professor Choper was the Dean of the Law School from 1982 to 1992. He has
been a visiting professor at Harvard Law School, Fordham Law School,  University
of Milan in Italy Law School and  Universitad  Autonoma Law School in Barcelona,
Spain.  From 1960 to 1961,  Professor  Choper was a law clerk for Supreme  Court
Chief Justice Earl Warren. He is widely recognized author, lecturer,  consultant
and commentator on issues of Constitution Law and Corporation Law. Mr. Choper is
also a member of the  Board of  Directors  of  Casual  Male  Retail  Group  Inc.
(NASDAQ:CMRG).


                                       26
<PAGE>

         JEREMY  ANDERSON,  CPA has served as a  consultant  in the  position of
Chief  Financial  Officer since August 2004. Mr. Anderson is the Chief Financial
Officer of Jewelcor Management,  Inc. Before that Mr. Anderson was the assistant
Treasurer at LF Brands Marketing, Inc., a women's apparel retailer. From 1997 to
2003, he worked in public accounting with Kronick Kalada Berdy & Co. P.C.

         James  Mitarotonda,  William J. Fox,  Joseph R. Wright,  Jr. and Melvyn
Brunt resigned from their positions on May 19, 2004.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of the Company's Common Stock to file reports of ownership and
changes in  ownership of the  Company's  Common  Stock with the  Securities  and
Exchange Commission.  Based solely on a review of the copies of such reports and
written  representations  from the reporting  persons that no other reports were
required,  the Company  believes that during the fiscal year ended  December 31,
2004, its executive officers,  directors and greater than 10% stockholders filed
on a timely  basis all  reports due under  Section  16(a) of the  Exchange  Act,
except as  follows:  (i) James  Mitarotonda  file late  three  reports on Form 4
relating to the reporting of his  acquisitions  of shares of the Company  common
stock;  (ii) Efrem  Gerszberg  filed  late one report on Form 3 relating  to the
reporting  of his  position  as an officer  of the  Company;  and (iii)  Seymour
Holtzman  filed  late one  report on Form 4  relating  to the  reporting  of his
acquisition of shares of the Company common stock.

                                 CODE OF ETHICS

         We  have  adopted  a code  of  ethics  that  applies  to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller or persons performing similar functions. A copy of our code of ethics
is attached to this annual report as exhibit 10.27.

                             AUDIT COMMITTEE MATTERS

         The purpose of the audit  committee is to assist our Board of Directors
in the oversight of the  integrity of the  financial  statements of the Company,
the Company's  compliance  with legal and regulatory  matters,  the  independent
auditors' qualifications and independence,  and the performance of the Company's
independent  auditors.  The primary  responsibilities of the audit committee are
set forth in its  charter,  and  include  various  matters  with  respect to the
oversight of the Company's accounting and financial reporting process and audits
of the financial statements of the Company on behalf of our Board of Directors.

         The current  member of the Company's  audit  committee is Jesse Choper.
The  Company's  board  has  determined  that Mr.  Choper  is an audit  committee
financial  expert and that he is independent  as defined in Item  7(d)(B)(iv) of
Schedule 14A under the Exchange Act.

ITEM 11  EXECUTIVE COMPENSATION.

         The following table sets forth all compensation  awarded to, earned by,
or paid for the  years  ended  December  31,  2004,  2003 and 2002 for  services
rendered  to the  Company  for each  person  who  acted as the  Company's  chief
executive  officer  during the year ended  December 31, 2004 and its most highly
compensated  executive officer other than the chief executive officer serving as
executive officer at December 31, 2004 (the "Named Executive Officers").


                                       27
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  Long-Term
                                                                                Compensation
                                                      Annual Compensation          Awards
                                                 -----------------------------  -------------
                                                                                   Number of
                                                                                    Shares
                                                                                  Underlying
          Name and Principal Position             Year     Salary($)   Bonus($)      SARs
                   (a)                            (b)        (c)         (d)         (g)
----------------------------------------------    ----     ---------   --------   ----------
<S>                                               <C>      <C>           <C>      <C>
James A. Mitarotonda                              2004     $22,737       --           --
President and Chief Executive Officer (1)         2003     $60,000       --           --
                                                  2002     $60,000       --       185,000(2)

Efrem Gerszberg                                   2004     $27,000       --           --
President (3)

Seymour Holtzman, Chief Executive Officer and     2004      --           --           --
Chairman of the Board  (4)

Jeremy Anderson, Chief Financial Officer (5)      2004      --           --           --
</TABLE>

(1)      Mr. Mitarotonda was appointed  President and chief executive officer on
         January 18, 2001 and resigned on May 19, 2004.

(2)      On December  19,  2002,  the Company  granted Mr.  Mitarotonda  and Mr.
         Holtzman stock appreciation  rights for each to purchase 185,000 shares
         of our common stock at an exercise price of $1.852 per share. Effective
         May 19, 2004 Mr. Mitarotonda's rights were transferred to Mr. Holtzman.

(3)      Mr. Gerszberg was appointed President on May 19, 2004.

(4)      Mr.  Holtzman has been a member of the Company's Board of Directors and
         Chairman of the Board since  January 2001.  Mr.  Holtzman was appointed
         Chief  Executive  Officer on May 19,  2004.  Pursuant to the terms of a
         consulting agreement,  the Company pays JMI for certain  administrative
         services,  including,  but not limited to, the provision of individuals
         serving as the Company's  Chief  Executive  Officer and Chief Financial
         Officer.  Mr.  Holtzman and Mr. Anderson were therefore paid by JMI for
         their services.

(5)      Mr. Anderson was appointed Chief Financial  Officer on August 16, 2004.
         Pursuant to the terms of a consulting  agreement,  the Company pays JMI
         for certain administrative services, including, but not limited to, the
         provision  of  individuals  serving as the  Company's  Chief  Executive
         Officer and Chief Financial Officer. Mr. Holtzman and Mr. Anderson were
         therefore paid by JMI for their services.


    AGGREGATE OPTION EXERCISES IN FISCAL YEAR 2004 AND YEAR END OPTION VALUES

         None of the Named Executive Officers exercised any stock options during
2004.

<TABLE>
<CAPTION>
--------------------------- -------------- -------------- --------------------------------- ------------------------------------
                                                                                            Value of Unexercised In-the-Money
                               Shares                                                        SARs at FY-End (Market price of
                              Acquired         Value      No. of Securities Underlying        shares at FY-End less exercise
Name                         on Exercise     Realized     Unexercised SARs at FY-End (#)                price) ($)
                                                          --------------------------------- ------------------------------------
                                                            Exercisable     Unexercisable      Exercisable      Unexercisable
--------------------------- -------------- -------------- ---------------- ---------------- ------------------ -----------------
<S>                               <C>           <C>           <C>                                  <C>
Seymour Holtzman                  0             --            370,000                              (1)
--------------------------- -------------- -------------- ---------------- ---------------- ------------------ -----------------
</TABLE>

(1)  The fair market  value of our common  stock on December  31, 2004 was $1.20
     per share,  the  closing  sales price per share as reported on that date on
     the Over-the-Counter  Bulletin Board. The stock appreciation rights have an
     exercise price of $1.852 per share.


                                       28
<PAGE>

                            COMPENSATION OF DIRECTORS

         Directors are entitled to receive $7,500 on being  appointed and $7,500
as an annual retainer upon the anniversary of their  appointment.  Each director
is  entitled  to a payment  of $1,000  for each  board or  committee  meeting he
attends; the chairperson of a committee will receive $2,000 per meeting.

                 EMPLOYMENT AGREEMENTS AND CONSULTING AGREEMENTS

         Pursuant to the terms of a  consulting  arrangement,  JMI  provides the
services of a chief executive officer and chief financial officer of the Company
and provides the Company with the  assistance  of certain JMI  employees and the
use of  office  space  and  administrative  services.  In  consideration  of the
foregoing,  the Company pays JMI a $21,500 monthly fee. A copy of the consulting
agreement is attached to this annual report as exhibit 10.27 (see also "Item 13.
Certain Relationships and Related Transactions").  In addition, the Company pays
$5,000 per month,  to Mr.  Holtzman  for  services  performed in his capacity as
Chairman  of the  Board  and  $4,500  per month to Mr.  Gerszberg  for  services
performed in his capacity as President.

  REPORT ON COMPENSATION OF THE UNINTERESTED MEMBER OF THE BOARD OF DIRECTORS.

         General  Compensation Policy. The fundamental policy of the Board is to
provide  the  Company's   executive   officers  with  competitive   compensation
opportunities  based upon their  contribution  to the Company's  development and
financial success and their personal  performance.  The compensation package for
each executive  officer is comprised of three  elements:  (i) base salary,  (ii)
bonus and (iii) equity incentive awards.

         Base  Salary.  The Board  strives to offer  salaries  to its  executive
officers,  which are competitive  with salaries  offered by companies of similar
size and capitalization in the Company's industry. Base salaries are reviewed on
an annual  basis and are  subject  to  adjustment  based  upon the  individual's
contribution  to the Company and changes in salary levels  offered by comparable
companies.  Executive  officers'  salaries are determined by the Chief Executive
Officer, based on information from various sources, and approved by the Board of
Directors.

         Bonuses.  The amount of awards  granted to the  executive  officers are
contingent upon the Company achieving  certain  performance goals established by
the Board of Directors.  For executive  officers,  awards are also contingent on
the achievement of individual performance objectives. Target and minimum amounts
of bonuses for each executive officer are set annually by the Board of Directors
and are specifically  weighted for identified financial,  management,  strategic
and operational goals.

         CEO Compensation.  Commencing May 19, 2004,  pursuant to the terms of a
consulting agreement,  the Company pays JMI for certain administrative services,
including,  but not  limited to, the  provision  of  individuals  serving as the
Company's Chief Executive Officer and Chief Financial Officer.  Mr. Holtzman was
therefore paid by JMI for his services as Chief Executive Officer.  From July 1,
2001  through  May 18,  2004,  Mr.  Mitarotonda  received  $5,000  per month for
services rendered in his capacity as President and Chief Executive Officer.  See
"Summary Compensation Table" above.

                         COMPANY STOCK PRICE PERFORMANCE

         The graph below compares the cumulative total stockholder return on the
Company's  common stock,  the S&P Industrials  Index, and the Wilshire Small Cap
Index.  Cumulative total stockholder  return represents share value appreciation
through  December 31, 2004,  assuming the investment of $100 in the Common Stock
of the Company at the initial public offering on July 7, 1999 and in each of the
other indexes on the same date, and reinvestment to all dividends. The Company's
shareholder  return  illustrated below includes a cash distribution of $3.00 per
share paid to all  stockholders  of record on March 1, 2001. The  comparisons in
the graph below are based on  historical  data and are not  intended to forecast
the possible future performance of our common stock.


                                       29
<PAGE>

         The data points used in the graphical presentation is as follows:

                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

              AMONG MM COMPANIES, INC., THE S & P INDUSTRIAL INDEX
                        AND THE WILSHIRE SMALLCAP INDEX

                               [GRAPHIC OMITTED]

*$100 invested on 12/31/99 in stock or index-including reinvestment of
dividends. Fiscal year ending December 31.

Copyright (C) 2002, Standard & Poor's, a division of The McGraw-Hill  Companies,
Inc. All rights reserved. www.researchdatagroup.com/S&P.htm


                                       30
<PAGE>

ITEM 12    SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
           STOCKHOLDERS MATTERS

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth certain  information  known to us with
respect to the beneficial ownership of our common stock as of March 24, 2005, by
(1) all persons who are beneficial owners of 5% or more of our common stock, (2)
each director and nominee,  (3) the Named  Officers in the Summary  Compensation
Table above, and (4) all directors and executive officers as a group.

         The  number of shares  beneficially  owned is  determined  under  rules
promulgated  by the SEC, and the  information is not  necessarily  indicative of
beneficial  ownership  for any other  purpose.  Under  those  rules,  beneficial
ownership  includes  any  shares as to which the  individual  has sole or shared
voting power or investment  power and also any shares which the  individual  has
the right to acquire  within 60 days of March 24, 2004,  through the exercise or
conversion of any stock option,  convertible  security,  warrant or other right.
Including those shares in the tables does not, however,  constitute an admission
that the named  stockholder  is a direct or indirect  beneficial  owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment  power (or shares that power with that person's
spouse)  with  respect to all shares of  capital  stock  listed as owned by that
person or entity. Except as otherwise indicated in the table, the address of the
stockholders  listed below is that of the Company's  principal executive office.
Directors  or  executive  officers  not  included in the table below do not hold
Company securities.

<TABLE>
<CAPTION>
                                                                                     PERCENT OF TOTAL
NAME AND ADDRESS                                             NUMBER OF SHARES      SHARES OUTSTANDING(1)
----------------                                             ----------------      ---------------------
<S>                                                            <C>                          <C>
         PRINCIPAL STOCKHOLDERS

Jewelcor Management, Inc.                                      1,410,234(2)                 43%
100 N. Wilkes-Barre Blvd., 4th Floor
Wilkes-Barre, PA  18702
Rho Management Trust I                                           288,933(3)                8.8%
152 West 57th Street, Floor 23
New York, NY  10019-3310

Don C. Whitaker                                                   189,341                   5.7%
c/o Don C. Whitaker, Inc.
23 Beechwood
Irvine, CA  92604

         OFFICERS AND DIRECTORS

Jeremy Anderson                                                         --                    *
Jesse Choper                                                      14,159(4)                   *
Efrem Gerszberg                                                         --                    *
Seymour Holtzman                                                 370,000(5)                11.2%
James A. Mitarotonda                                                    --                    *
All executive officers and directors as a group (5 persons)      384,159(6)                11.7%
</TABLE>

* Less than 1%


                                       31
<PAGE>

(1)  Percentage of beneficial  ownership is calculated assuming 3,289,006 shares
     of common stock were outstanding on March 24, 2005.

(2)  Includes  26,200 shares  acquired by dot com Investment  Corp., a member of
     Jewelcor Management,  Inc., and of which the President and sole director is
     Seymour Holtzman.

(3)  Includes  78,790 shares of common stock  issuable upon exercise of Series B
     warrants and 43,828 shares of common stock issuable upon exercise of Series
     C warrants.  Rho Management Partners L.P., a Delaware limited  partnership,
     may be deemed the beneficial owner of shares  registered in the name of Rho
     Management Trust I, under an investment advisory  relationship by which Rho
     Management  Partners L.P. exercises sole voting and investment control over
     Rho Management Trust I's shares and warrants.

(4)  Includes options to purchase 7,500 shares of common stock; and 6,659 shares
     of restricted common stock.

(5)  On December 19, 2002, the Company granted Mr. Holtzman a stock appreciation
     right to purchase 185,000 shares of our common stock.  This number does not
     include shares of the Company owned by Jewelcor Management, Inc. or dot com
     Investment Corp. Mr. Holtzman is the President and Chief Executive  Officer
     Jewelcor  Management,  Inc. and the  President and sole director of dot com
     Investment  Corp.  Mr.  Holtzman  received  an  additional   185,000  stock
     appreciation rights transferred from Mr. Mitarotonda, which are included in
     this number.

(6)  See notes (4)-(5).

                      EQUITY COMPENSATION PLAN INFORMATION

         The  following  table  sets  forth  certain  equity  compensation  plan
information with respect to both equity  compensation plans approved by security
holders and equity compensation plans not approved by security holders.

<TABLE>
<CAPTION>
---------------------------------------------------- ------------------- ---------------- ---------------------------
                                                         Number of                           Number of securities
                                                      securities to be   Weighted-average  remaining available for
                                                        issued upon      exercise price        future issuance
                                                        exercise of      of outstanding   under equity compensation
                                                        outstanding         options,                plans
                                                     options, warrants    warrants and      (excluding securities
                                                         and rights          rights        reflected in column (a))
Plan category                                               (a)                (b)                   (c)
---------------------------------------------------- ------------------- ---------------- ---------------------------
<S>                                                       <C>                 <C>                     <C>
Equity compensation plans approved by security
holders...........................................           --                 --                    --
---------------------------------------------------- ------------------- ---------------- ---------------------------
Equity compensation plans not approved by security
holders(1)........................................        370,000             1.852                   --
---------------------------------------------------- ------------------- ---------------- ---------------------------
Total.............................................        370,000             1.852                   --
---------------------------------------------------- ------------------- ---------------- ---------------------------
</TABLE>

(1)  Issued to Mr. Holtzman and Mr.  Mitarotonda in accordance with the terms of
     the stockholders agreement, dated as of January 12, 2001. Mr. Mitarotonda's
     rights were subsequently transferred to Mr. Holtzman on May 19, 2004.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Amended and Restated Certificate of Incorporation Charter
and Amended  Bylaws  provide that it shall  indemnify  all of its  directors and
officers to the full extent permitted by the Delaware  General  Corporation Law.
Under these  provisions,  any director or officer who, in his or her capacity as
such, is made or threatened to be made a party to any suit or proceeding, may be
indemnified if the Board  determines the director or officer acted in good faith
and in a manner the  director  reasonably  believed to be in, or not opposed to,
the best interests of the Company. The Charter, Amended Bylaws, and Delaware law
further  provide that  indemnification  is not  exclusive of any other rights to


                                       32
<PAGE>

which directors and officers may be entitled under our Charter,  Amended Bylaws,
any  agreement,   any  vote  of  stockholders  or  disinterested  directors,  or
otherwise.

         The Company has the power to purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee,  or agent of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust, or other enterprise,  against any expense, liability, or loss incurred by
that  person in the  capacity  he served for the  Company or arising  out of his
status as such,  whether or not the  Company  would have the power to  indemnify
that person  against  similar  liability  under  Delaware  law.  The Company has
director and officer insurance coverage.  Our directors and officers are insured
against liability of up to $5,000,000 in the aggregate each policy year.

ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Beginning May 19, 2004, JMI (now the beneficial  owner of approximately
43% of the  Company's  common  stock)  provided the Company with certain  legal,
accounting, consulting, management, and other services similar to those of which
had been  provided by Barington  prior to May 19. On June 10, 2004,  the Company
retained  JMI to serve as a  consultant  for a fee of $21,500 per month for such
services. The Company's principal executive offices are in a space leased by JMI
from the Chairman of the Board and his wife,  and made  available to the Company
(without separate charge) through the Company's consulting arrangement with JMI.
JMI has also made  available  to the Company the  services of a JMI  employee to
serve as the Chief  Financial  Officer  of the  Company.  The full terms of this
arrangement  were  memorialized  and  JMI  and  the  Company  entered  into  the
consulting  agreement  recently  executed  by the  parties in the form  attached
hereto as Exhibit 10.27. In addition,  the Company pays $5,000 per month, to Mr.
Holtzman for services performed as the Chairman of the Board.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                                   AUDIT FEES

         The Company's  auditors,  Kronick Kalada Berdy and Co, P.C. submitted a
proposal,  which  was  accepted  of  $20,000  for the  independent  audit of the
Company's annual financial  statements for the year ended December 31, 2004. The
Company's  previous  auditors,  Rothstein,  Kass and  Company,  P.C.  billed the
Company $16,750 for the independent review of the financial  statements included
in the  Company's  quarterly  reports for the three months ended March 31, 2004,
the six months ended June 30, 2004 and the nine months ended September 30, 2004.
Rothstein Kass and Company,  P.C. billed $92,510 for the  independent  audits of
the Company's annual financial  statements for the years ended December 31, 2003
and December 31, 2002 and for the reviews of the financial  statements  included
in the Company's  quarterly report for the nine months ended September 30, 2003,
three  months  ended  March 31,  2003,  six months  ended June 30, 2003 and nine
months ended September 30, 2003.

                               AUDIT RELATED FEES

         There were no audit related fees in the year ended 2004.

                                    TAX FEES

         Rothstein, Kass and Company, P.C. billed the Company $10,000 and $9,220
for the  preparation  of the  Company's  December  31, 2003 and 2002 federal and
state income tax returns.

                                 ALL OTHER FEES

         In December 2002, Rothstein,  Kass and Company, P.C. billed the Company
$4,000  relating to  consultations  with  management  regarding  the  Investment
Company  Act of 1940.  In  December  2002,  Ernst & Young LLP billed the Company
$2,000 related to the transition of the Company's auditors.

                    POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF
        AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

         The  audit   committee's   policy  is  to  pre-approve  all  audit  and
permissible  non-audit  services  provided by the  independent  auditors.  These
services may include audit services,  audit-related  services, tax services, and
other services.

                                       33
<PAGE>

                                     PART IV

ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1)   Index to Financial Statements

         Please  see the  accompanying  Index  to  Financial  Statements,  which
appears in Item 8 on page 14 of this report. The Report of Independent Auditors,
Financial  Statements and Notes to Financial  Statements which are listed in the
Index to  Financial  Statements  and which  appear  beginning on page 15 of this
report are included in Item 8.

(a)(2) Financial Statements Schedules.

         See subsection (c) below.

(a)(3)   Exhibits

         Please see subsection (b) below.

 (b)     Exhibits.

1.1      Form of Underwriting Agreement between musicmaker.com, Virgin Holdings,
         Inc. and Ferris, Baker Watts,  Incorporated,  Fahnestock & Co. Inc. and
         C. E. Unterberg, Towbin as Representatives.(1)

3.1      Form of Amended and Restated Certificate of Incorporation.(1)

4.1      Form of Common Stock Certificate.(1)

5.1      Opinion of Venable, Baetjer and Howard, LLP regarding legality.(1)

10.1     Amended  and  Restated  Employment  Agreement  between  the Company and
         Robert P.  Bernardi  dated  December 8, 1997,  amended on February  12,
         1999.(1)

10.2     Amended  and  Restated  Employment  Agreement  between  the Company and
         Devarajan S. Puthukarai dated December 8, 1997, amended on February 12,
         1999 and on May 19, 1999.(1)

10.3     Consulting  Agreement  dated January 23, 1997,  between the Company and
         Irwin H. Steinberg,  amended on January 1, 1998, and amended by letters
         to the Company dated August 28, 1998 and August 31, 1998.(1)

10.4     Letter  Agreement  dated June 12,  1998,  between  the  Company and The
         Columbia House Company.(1)

10.5     The Company's Amended Stock Option Plan.(1)

10.6     Marketing   Agreement  dated  September  30,  1998,   between  Platinum
         Entertainment, Inc. and the Company.(1)

10.7     Memorandum  of  Understanding  between the Company and Audio Book Club,
         Inc. dated January 18, 1999.(1)

10.8     Office/Warehouse/Showroom  Lease dated  January  15,  1998  between the
         Company and Century Properties Fund XX.(1)

10.9     Form of Lock-up Agreement.(1)

10.10.1  Loan and Security Agreement between the Company and Imperial Bank dated
         March 12, 1999.(1)

10.10.2  Standby  Letter of Credit and Security  Agreement  dated March 9, 1999,
         and Addendum thereto dated March 5, 1999.(1)


                                       34
<PAGE>

10.11    Master  Equipment  Lease dated  January 8, 1999 between the Company and
         Boston Financial & Equity Corporation.(1)

10.12    Agreement of Lease between 570 Lexington Company,  L.P. and the Company
         dated February 26, 1999.(1)

10.13    License Agreement  between the Company and Virgin Holdings,  Inc. dated
         June 8, 1999.(1)

10.14    Agreement  between the Company and Virgin Holdings,  Inc. dated June 8,
         1999.(1)

10.15    Stockholders'  Agreement between the Company, Virgin Holdings, Inc. and
         the other Stockholders listed on Schedule I dated June 8, 1999.(1)

10.16    Registration  Rights  Agreement  between the Company,  Virgin Holdings,
         Inc., Rho Management  Trust I, The Columbia House Company and the other
         Stockholders listed on Schedules I and II dated June 8, 1999.(1)

10.17    Co-Branding  and Media  Purchase  Agreement  between  the  Company  and
         Spinner Networks, Inc. dated March 26, 1999.(1)

10.18    Note Purchase  Agreement between Rho Management Trust I and the Company
         dated as of June 23, 1999.(1)

10.19    Demand Promissory Note in the aggregate  principal amount of $1,000,000
         issued by the  Company to Rho  Management  Trust I dated as of June 23,
         1999.(1)

10.20    Office Lease (1740 Broadway, 23rd Floor, New York, NY 10019) commencing
         January 15, 2000.(2)

10.21    Office  Lease  (10780  Parkridge  Blvd.,  Suite 50,  Reston,  VA 20191)
         commencing January 15, 2000.(2)

10.22    Loan agreement between the Company and Devarajan Puthukarai.(2)

10.23    Interactive  marketing  agreement  between  the  Company  and  American
         Online, Inc., dated September 15, 1999.(2)

10.24    Stockholders  Agreement dated January 12, 2001,  among  musicmaker.com,
         Inc. and BCG Strategic  Investors,  LLC, Barington Capital Group, L.P.,
         Barington  Companies  Equity  Partners,  L.P.  and Dot  Com  Investment
         Corporation.(3)

10.25    Stock  appreciation  rights  agreement,  dated as of December 19, 2002,
         between the Company and James Mitarotonda.(4)

10.26    Stock  appreciation  rights  agreement,  dated as of December 19, 2002,
         between the Company and Seymour Holtzman.(4)

10.27    Code of ethics.

10.28    Consulting  agreement,  dated as of June 10, 2004,  between the Company
         and Jewelcor Management, Inc.

23.1     Consent of Kronick Kalada Berdy & Co., P.C.

23.2     Consent of Rothstein, Kass & Company, P.C.

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act.

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes Oxley Act.

32.1     Certification of the Chief Executive Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act.

32.2     Certification of the Chief Financial Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act.

--------------
(1)      Previously filed as an exhibit to the Company's  registration statement
         on Form S-1, as amended and incorporated herein by reference.

(2)      Previously  filed as an exhibit to the Company's  annual report on Form
         10-K for the year ended  December 31, 1999 and  incorporated  herein by
         reference.


                                       35
<PAGE>

(3)      Previously  filed as an exhibit to the Company's  annual report on Form
         10-K for the year ended  December 31, 2000 and  incorporated  herein by
         reference.

(4)      Previously  filed as an exhibit to the Company's  annual report on Form
         10-K for the year ended  December 31, 2002 and  incorporated  herein by
         reference.



                                       36
<PAGE>

                                   SIGNATURES

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

                                     MM COMPANIES, INC.

                                     /s/ Seymour Holtzman
                                     --------------------------
                                     Chief Executive Officer and Director
                                     March 31, 2005

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
and  Exchange Act of 1934,  this report has been signed  below by the  following
persons  on  behalf of the  registrant  and in the  capacities  and on the dates
indicated.

Signature                        Title                           Date
---------                        -----                           ----

/s/ SEYMOUR HOLTZMAN             Chief Executive Officer         March 31, 2005
---------------------------      and Director
Seymour Holtzman

/s/ EFREM GERSZBERG              President                       March 31, 2005
---------------------------
Efrem Gerszberg

/s/ JESSE CHOPER                 Director                        March 31, 2005
---------------------------
Jesse Choper

/s/ JEREMY ANDERSON              Chief Financial Officer         March 31, 2005
---------------------------
Jeremy Anderson




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