Table of Contents

 

 

 

**FORM 10-Q**

 

**U.S. SECURITIES ANDEXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**x****      QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the quarterly periodended September 30, 2010**

 

**OR**

 

**o****         TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For the transition periodfrom             to             **

 

**Commission file number000-53173**

 

**MPM Acquisition Corp.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                       | ** ** | **80-0145732**                           |
|------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction       |       | (I.R.S. Employer Identification  Number) |
| of incorporation or  organization) |       |                                     |

 

**c/o MPM Asset Management LLC, 200Clarendon Street, 54****th**** Floor, Boston, MA 02116**

(Address of principalexecutive offices)

 

**(617) 425-9235**

(Registrant’s telephonenumber, including area code)

 

**No change**

(Former name, former addressand former fiscal year, if changed since last report)

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x No o.

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).  Yes o  No  o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of theExchange Act. (Check one):

 

| Large  accelerated filer o                |   | Accelerated filer o          |
|------------------------------------------------|--------|------------------------------|
|                                           |   |                         |
| Non-accelerated  filer o                  |   | Smaller reporting company x. |
| (Do  not check if a smaller reporting company) |   |                         |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes x No o.

 

APPLICABLE ONLY TO ISSUERSINVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check markwhether the registrant has filed all documents andreportsrequiredtobefiledbySections12,13or15(d)oftheSecuritiesExchangeActof1934subsequenttothedistributionofsecuritiesunderaplanconfirmedbyacourt.YesoNoo.

 

APPLICABLE ONLY TO CORPORATEISSUERS:

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date: 5,000,000** **sharesof common stock, par value $.0001 per share, outstanding as of November 12,2010.

 

 

 

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**MPM ACQUISITION CORP.**

 

**- INDEX -**

 
| ** **                                     | ** **                                                                                                                                                                                      | **Page** |
|------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| **PART I  – FINANCIAL INFORMATION:** |                                                                                                                                                                                            |     |
|                                           |                                                                                                                                                                                            |     |
| Item 1.                                        | Financial  Statements:                                                                                                                                                                          |     |   |
|                                           |                                                                                                                                                                                            |     |   |
|                                           | Balance  Sheet as of September 30, 2010 (Unaudited) and December 31, 2009                                                                                                             |     | 1 |
|                                           |                                                                                                                                                                                            |     |   |
|                                           | Statement of Operations (Unaudited) for the Three and  Nine Months Ended September 30, 2010 and 2009 and for the Period  February 4, 2008 (Inception) Through September 30, 2010 |     | 2 |
|                                           |                                                                                                                                                                                            |     |   |
|                                           | Statement of Changes in Stockholder’s Equity (Deficit)  for the Period February 4, 2008 (Inception) through September 30,  2010 (Unaudited)                                      |     | 3 |
|                                           |                                                                                                                                                                                            |     |   |
|                                           | Statement of Cash Flows (Unaudited) for the Nine  Months Ended September 30, 2010 and 2009 and for the Period  February 4, 2008 (Inception) through September 30, 2010           |     | 4 |
|                                           |                                                                                                                                                                                            |     |   |
|                                           | Notes to Financial Statements                                                                                                                                                                   |     | 5 |
|                                           |                                                                                                                                                                                            |     |   |
| Item  2.                                       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                                                                                                     |     | 7 |
|                                           |                                                                                                                                                                                            |     |   |
| Item  3.                                       | Quantitative  and Qualitative Disclosures About Market Risk                                                                                                                                     |     | 10 |
|                                           |                                                                                                                                                                                            |     |   |
| Item 4.                                        | Controls  and Procedures                                                                                                                                                                        |     | 10 |
|                                           |                                                                                                                                                                                            |     |   |
| **PART II  – OTHER INFORMATION:**    |                                                                                                                                                                                            |     |
|                                           |                                                                                                                                                                                            |     |   |
| Item 1.                                        | Legal  Proceedings                                                                                                                                                                              |     | 10 |
|                                           |                                                                                                                                                                                            |     |   |
| Item 1A.                                       | Risk Factors                                                                                                                                                                                    |     | 10 |
|                                           |                                                                                                                                                                                            |     |   |
| Item  2.                                       | Unregistered  Sales of Equity Securities and Use of Proceeds                                                                                                                                    |     | 11 |
|                                           |                                                                                                                                                                                            |     |   |
| Item  3.                                       | Defaults  Upon Senior Securities                                                                                                                                                                |     | 11 |
|                                           |                                                                                                                                                                                            |     |   |
| Item 4.                                        | Removed and  Reserved                                                                                                                                                                           |     | 11 |
|                                           |                                                                                                                                                                                            |     |   |
| Item 5.                                        | Other  Information                                                                                                                                                                              |     | 11 |
|                                           |                                                                                                                                                                                            |     |   |
| Item 6.                                        | Exhibits                                                                                                                                                                                        |     | 11 |
|                                           |                                                                                                                                                                                            |     |   |
| Signatures                                     |                                                                                                                                                                                            |     | 12 |

 

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**PART I – FINANCIAL INFORMATION**

 

**Item 1.  FinancialStatements.**

 

**MPMAcquisition Corp.**

**(ADevelopment Stage Company)**

**BalanceSheet**

 
| ** **                                                                                                 | ** ** | **September 30,  2010  (Unaudited)** | ** ** | **December 31,  2009** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|-----------------------------|------------|
| **Assets**                                                                                                 | ** ** | ** **                                | ** ** | ** **                  | ** ** |
| Current Assets:                                                                                            |       |                                      |       |                        |       |
| Cash                                                                                                       |       | $                                         | 100        |                        | $          | 100 |   |
| Prepaid expenses                                                                                           |       | 1,875                                     |       | —                      |       |
|                                                                                                       |       |                                      |       |                        |       |
| Total Assets                                                                                               |       | $                                         | 1,975      |                        | $          | 100 |   |
|                                                                                                       |       |                                      |       |                        |       |
| **Liabilities  and Stockholder’s Equity (Deficit)**                                                   |       |                                      |       |                        |       |
| Current Liabilities:                                                                                       |       |                                      |       |                        |       |
| Due to stockholder                                                                                         |       | $                                         | 60,824     |                        | $          | 37,445 |   |
|                                                                                                       |       |                                      |       |                        |       |
| Total Current Liabilities                                                                                  |       | 60,824                                    |       | 37,445                      |       |
|                                                                                                       |       |                                      |       |                        |       |
| Stockholder’s Equity  (Deficit)                                                                       |       |                                      |       |                        |       |
| Preferred stock - $.0001  par value - 10,000,000 shares authorized; no shares issued and outstanding       |       | —                                    |       | —                      |       |
| Common stock - $.0001 par  value - 100,000,000 shares authorized; 5,000,000 shares issued and  outstanding |       | 500                                       |       | 500                         |       |
| Additional paid-in capital                                                                                 |       | 49,500                                    |       | 49,500                      |       |
| (Deficit) accumulated  during the development stage                                                        |       | (108,849                                  | )          | (87,345                     | )          |
|                                                                                                       |       |                                      |       |                        |       |
| Total Stockholder’s Equity  (Deficit)                                                                 |       | (58,849                                   | )          | (37,345                     | )          |
|                                                                                                       |       |                                      |       |                        |       |
| Total Liabilities and  Stockholder’s Equity (Deficit)                                                 |       | $                                         | 1,975      |                        | $          | 100 |   |

 

See accompanying notes tothe financial statements.

 

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**MPMAcquisition Corp.**

**(ADevelopment Stage Company)**

**Statementof Operations**

**(Unaudited)**

 
| ** **                                                              | ** ** | **Three  Months  Ended  September  30, 2010** | ** ** | **Three  Months  Ended  September  30, 2009** | ** ** | **Nine Months  Ended  September  30, 2010** | ** ** | **Nine Months  Ended  September  30, 2009** | ** ** | **Period  February 4,  2008  (Inception)  through  September  30, 2010** | ** ** |
|-------------------------------------------------------------------------|------------|----------------------------------------------------|------------|----------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|
|                                                                    |       |                                               |       |                                               |       |                                                  |       |                                                  |       |                                                                               |       |
| General and Administrative  Expenses                                    |       | $                                                  | 6,038      |                                               | $          | 6,324                                                 |       | $                                                     | 21,504     |                                                                               | $          | 26,980 |   | $ | 108,849 |   |
|                                                                    |       |                                               |       |                                               |       |                                                  |       |                                                  |       |                                                                               |       |
| Net (Loss)                                                              |       | $                                                  | (6,038     | )                                                  | $          | (6,324                                                | )          | $                                                     | (21,504    | )                                                                                  | $          | (26,980 | ) | $ | (108,849 | ) |
|                                                                    |       |                                               |       |                                               |       |                                                  |       |                                                  |       |                                                                               |       |
| Basic and Diluted (Loss)  per Share                                     |       | *                                                  |       | *                                                  |       | *                                                     |       | *                                                     |       |                                                                               |       |
|                                                                    |       |                                               |       |                                               |       |                                                  |       |                                                  |       |                                                                               |       |
| Basic and Diluted Weighted  Average Number of Common Shares Outstanding |       | 5,000,000                                          |       | 5,000,000                                          |       | 5,000,000                                             |       | 5,000,000                                             |       |                                                                               |       |

 

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* Less than $.01 per share

 

See accompanying notes tothe financial statements.

 

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**MPMAcquisition Corp.**

**(ADevelopment Stage Company)**

**Statementof Changes in Stockholder’s Equity (Deficit)**

**PeriodFebruary 4, 2008 (Inception) through September 30, 2010**

**(Unaudited)**

 
| ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **      | ** ** | **(Deficit)**          | ** ** | ** **                | ** ** |
|------------------------------|------------|-----------------------|------------|-------------|------------|-----------------|------------|------------------------|------------|---------------------------|------------|
| ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **      | ** ** | **Accumulated**        | ** ** | ** **                | ** ** |
| ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | **Additional**  | ** ** | **During the**    | ** ** | ** **                | ** ** |
| ** **                   | ** ** | **Common Stock** | ** ** | **Paid-in** | ** ** | **Development** | ** ** | **Stockholder’s** | ** ** |
| ** **                   | ** ** | **Shares**            | ** ** | **Amount**  | ** ** | **Capital**     | ** ** | **Stage**              | ** ** | **Equity (Deficit)** | ** ** |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Issuance of Common Stock     |       | 5,000,000             |       | $           | 500        |            | $          | 49,500                 |       | $                         | —     |   | $ | 50,000 |   |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Net (Loss)                   |       | —                |       | —      |       | —          |       | (55,352                | )          | (55,352                   | )          |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Balance, December 31, 2008   |       | 5,000,000             |       | 500         |       | 49,500          |       | (55,352                | )          | (5,352                    | )          |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Net (Loss)                   |       | —                |       | —      |       | —          |       | (31,993                | )          | (31,993                   | )          |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Balance, December 31, 2009   |       | 5,000,000             |       | 500         |       | 49,500          |       | (87,345                | )          | (37,345                   | )          |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Net (Loss)                   |       | —                |       | —      |       | —          |       | (21,504                | )          | (21,504                   | )          |
|                         |       |                  |       |        |       |            |       |                   |       |                      |       |
| Balance, September 30,  2010 |       | 5,000,000             |       | $           | 500        |            | $          | 49,500                 |       | $                         | (108,849   | ) | $ | (58,849 | ) |

 

See accompanying notes tothe financial statements.

 

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**MPMAcquisition Corp.**

**(ADevelopment Stage Company)**

**Statementof Cash Flows**

**(Unaudited)**

 
| ** **                                                                    | ** ** | **Nine Months  Ended  September 30,  2010** | ** ** | **Nine Months  Ended  September 30,  2009** | ** ** | **Period  February 4,  2008  (Inception)  through  September 30,  2010** | ** ** |
|-------------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|
| Cash Flows from Operating  Activities                                         |       |                                                  |       |                                                  |       |                                                                               |       |
| Net (Loss)                                                                    |       | $                                                     | (21,504    | )                                                     | $          | (26,980                                                                            | )          | $ | (108,849 | ) |
| Adjustment to reconcile  net (loss) to net cash used in operating activities: |       |                                                  |       |                                                  |       |                                                                               |       |
| Decrease (Increase) in  prepaid expenses                                      |       | (1,875                                                | )          | 1,125                                                 |       | (1,875                                                                             | )          |
| Increase in accounts  payable and accrued expenses                            |       | —                                                |       | 4,000                                                 |       | —                                                                             |       |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Net Cash Used in Operating  Activities                                        |       | (23,379                                               | )          | (21,855                                               | )          | (110,724                                                                           | )          |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Cash Flows from Financing  Activities                                         |       |                                                  |       |                                                  |       |                                                                               |       |
| Increase in due to  stockholder                                               |       | 23,379                                                |       | 21,855                                                |       | 60,824                                                                             |       |
| Proceeds from issuance of  common stock                                       |       | —                                                |       | —                                                |       | 50,000                                                                             |       |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Net Cash Provided By  Financing Activities                                    |       | 23,379                                                |       | 21,855                                                |       | 110,824                                                                            |       |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Increase in cash                                                              |       | —                                                |       | —                                                |       | 100                                                                                |       |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Cash, beginning of period                                                     |       | 100                                                   |       | 100                                                   |       | —                                                                             |       |
|                                                                          |       |                                                  |       |                                                  |       |                                                                               |       |
| Cash, end of period                                                           |       | $                                                     | 100        |                                                  | $          | 100                                                                                |       | $ | 100 |   |

 

See accompanying notes tothe financial statements.

 

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**MPM Acquisition Corp.**

**(A Development Stage Company)**

**Notes to FinancialStatements**

 

**Note 1 — Development Stage Company****:**

 

MPMAcquisition Corp., a development stage company (the “Company”), wasincorporated in the State of Delaware on February 4, 2008.  The Company is inactive and plans to acquirean existing company or acquire technology to begin operations. The Company isin the development stage.

 

**Note 2 — Summary of Accounting Policies****:**

 

Basis of Presentation: The accompanying interimfinancial statements of the Company have been prepared in accordance withaccounting principles generally accepted for interim financial statementspresentation and in accordance with the instructions to Regulation S-X.Accordingly, they do not include all of the information and footnotes requiredby accounting principles generally accepted in the United States of America forcomplete financial statement presentation. In the opinion of management, alladjustments for a fair statement of the results of operations and financialposition for the interim periods presented have been included. All suchadjustments are of a normal recurring nature. The accompanying financialstatements and the information included under the heading Management’sDiscussion and Analysis of Financial Condition and Results of Operations shouldbe read in conjunction with the Company’s audited financial statements andrelated notes included in the Company’s Form 10-K as of December 31, 2009.Interim results are not necessarily indicative of the results for a full year.

 

Use of Estimates:  Thepreparation of the financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the amounts of assetsand liabilities and disclosure of contingent asset and liabilities at the dateof the financial statements and revenues and expenses during the reportingperiod.  Actual results could differ fromthose estimates.

 

Income Taxes:  The Companyutilizes the liability method of accounting for income taxes.  Under the liability method, deferred taxassets and liabilities are determined based on the differences betweenfinancial reporting basis and tax basis of the assets and liabilities and aremeasured using enacted tax rates that will be in effect when the differencesare expected to reverse.  A valuationallowance is provided when it is more likely than not, that such tax benefitswill not be realized.

 

TheCompany recognizes the financial statement benefit of an uncertain tax positiononly after considering the probability that a tax authority would sustain theposition in an examination. For tax positions meeting a “more-likely-than-not”threshold, the amount recognized in the financial statements is the benefitexpected to be realized upon settlement with the tax authority. For taxpositions not meeting the threshold, no financial statement benefit isrecognized.  The Company recognizes interest and penalties, if any,related to uncertain tax positions in income tax expense.  As of September 30, 2010, the Company isunaware of any uncertain tax positions.

 

Loss per Common Share:  Basic loss per share is calculated using theweighted-average number of common shares outstanding during each period.  Diluted loss per share includes potentiallydilutive securities such as outstanding options and warrants, using variousmethods such as the treasury stock or modified treasury stock method in thedetermination of dilutive shares outstanding during each period.  The Company does not have any potentiallydilutive securities.

 

Fair Value of Financial Instruments:  The Company adopted the Financial AccountingStandards Board Fair Value Measurements, as it applies to its financialstatements.  This standard defines fairvalue, outlines a framework for measuring fair value, and details the requireddisclosures about fair value measurements.

 

Fairvalue is defined as the price that would be received to sell an asset, or paidto transfer a liability, in an orderly transaction between market participantsat the measurement date in the principal or most advantageous market.  The standard establishes 

 

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ahierarchy in determining the fair value of an asset or liability.  The fair value hierarchy has three levels ofinputs, both observable and unobservable. The standard requires the utilization of the lowest possible level ofinput to determine fair value.  Level 1inputs include quoted market prices in an active market for identical assets orliabilities.  Level 2 inputs are marketdata, other than Level 1, that are observable either directly orindirectly.  Level 2 inputs includequoted market prices for similar assets or liabilities, quoted market prices inan inactive market, and other observable information that can be corroboratedby market data.  Level 3 inputs areunobservable and corroborated by little or no market data.

 

Thecarrying value of current assets and liabilities approximate fair value due tothe short period of time to maturity.

 

Recent Accounting Pronouncements: Management does notbelieve that any recently issued, but not yet effective accountingpronouncements, if adopted, would have a material effect on the accompanyingfinancial statements.

 

**Note 3 — Going Concern:**

 

Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern, which contemplates the recoverability ofassets and the satisfaction of liabilities in the normal course of business.The Company incurred a net loss from inception of $108,849, which, among otherfactors, raises substantial doubt about the Company’s ability to continue as agoing concern. The ability of the Company to continue as a going concern isdependent upon management’s plan to find a suitable acquisition or mergercandidate, raise additional capital from the sale of stock, receive additionalloans from its shareholder, and ultimately, income from operations. Theaccompanying financial statements do not include any adjustments that might berequired should the Company be unable to recover the value of its assets orsatisfy its liabilities.

 

**Note 4 — Related Party Transactions**:

 

Dueto stockholder consists of interest-free borrowings from the stockholder withno stipulated repayment terms.

 

TheCompany utilizes the office space and equipment of its sole stockholder at nocost.  Management estimates such amountsto be de minimus.

 

**Note 5 — Subsequent Events:**

 

The Company is currently in discussions with apotential target business but has not yet entered into any definitiveagreements with any potential target company. The Company filed a Schedule 14f-1 with the Securities and ExchangeCommission on November 10, 2010 and made a distribution of such scheduleto its sole shareholder.  The Schedule14f-1 provides that in anticipation of and prior to a potential mergertransaction, the Company expects that it will appoint two new directors to theCompany and the two current directors will resign. The appointment of the newdirectors is expected to be effective in late November 2010, upon ourcompliance with Rule 14f-1 of the Securities Exchange Act of 1934.  Upon the effectiveness of the appointment ofthe new directors and the resignation of the current directors, the Companywill file a Form 8-K.

 

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**Item 2.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

 

***Forward Looking StatementNotice***

 

Certain statements made inthis Quarterly Report on Form 10-Q are “forward-looking statements”(within the meaning of the Private Securities Litigation Reform Act of 1995) inregard to the plans and objectives of management for future operations. Suchstatements involve known and unknown risks, uncertainties and other factorsthat may cause actual results, performance or achievements of MPM AcquisitionCorp. (“we”, “us”, “our” or the “Company”)to be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements. Theforward-looking statements included herein are based on current expectationsthat involve numerous risks and uncertainties. The Company’s plans andobjectives are based, in part, on assumptions involving the continued expansionof business. Assumptions relating to the foregoing involve judgments withrespect to, among other things, future economic, competitive and marketconditions and future business decisions, all of which are difficult orimpossible to predict accurately and many of which are beyond the control ofthe Company. Although the Company believes its assumptions underlying theforward-looking statements are reasonable, any of the assumptions could proveinaccurate and, therefore, there can be no assurance the forward-lookingstatements included in this Quarterly Report will prove to be accurate. Inlight of the significant uncertainties inherent in the forward-lookingstatements included herein, the inclusion of such information should not beregarded as a representation by the Company or any other person that theobjectives and plans of the Company will be achieved.

 

***Description ofBusiness***

 

The Companywas incorporated in the State of Delaware on February 4, 2008 (Inception)and maintains its principal executive office at c/o MPM Asset ManagementLLC, 200 Clarendon Street, 54th Floor, Boston, MA 02116.  Sinceinception, the Company has been engaged in organizational efforts and obtaininginitial financing.  The Company wasformed as a vehicle to pursue a business combination through the acquisitionof, or merger with, an operating business. The Company filed a Registration Statement on Form 10 with the U.S.Securities and Exchange Commission (the “SEC”) on April 16, 2008, andsince its effectiveness, the Company has focused its efforts to identify apossible business combination.

 

The Company, based on proposed business activities, is a “blank check”company. The SEC defines those companies as “any development stage company thatis issuing a penny stock, within the meaning of Section 3(a)(51) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and that hasno specific business plan or purpose, or has indicated that its business planis to merge with an unidentified company or companies.” Many states haveenacted statutes, rules and regulations limiting the sale of securities of“blank check” companies in their respective jurisdictions. The Company is alsoa “shell company,” defined in Rule 12b-2 under the Exchange Act as acompany with no or nominal assets (other than cash) and no or nominaloperations. Management does not intend to undertake any efforts to cause amarket to develop in our securities, either debt or equity, until we havesuccessfully concluded a business combination. The Company intends to complywith the periodic reporting requirements of the Exchange Act for so long as weare subject to those requirements.

 

The Company wasorganized as a vehicle to investigate and, if such investigation warrants,acquire a target company or business seeking the perceived advantages of beinga publicly held corporation. The Company’s principal business objective for thenext 12 months and beyond such time will be to achieve long-term growthpotential through a combination with an operating business. The Company willnot restrict its potential candidate target companies to any specific business,industry or geographical location and, thus, may acquire any type of business.

 

The Company currently does not engage in anybusiness activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

 

(i)                                     filing Exchange Act reports, and

(ii)                                  investigating, analyzing and consummating an acquisition.

 

We believe we will be able to meet these coststhrough use of funds in our treasury, through deferral of fees by certainservice providers and additional amounts, as necessary, to be loaned to orinvested in us by our stockholders, 

 

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managementor other investors. As of the date of the period covered by this report, theCompany has $100 in its treasury.There are no assurances that the Company will be able to secure any additionalfunding as needed.  Currently, howeverour ability to continue as a going concern is dependent upon our ability togenerate future profitable operations and/or to obtain the necessary financingto meet our obligations and repay our liabilities arising from normal businessoperations when they come due.  Ourability to continue as a going concern is also dependant on our ability to finda suitable target company and enter into a possible reverse merger with suchcompany.  Management’s plan includesobtaining additional funds by equity financing through a reverse mergertransaction and/or related party advances, however there is no assurance ofadditional funding being available.

 

The Company may consider acquiring a businesswhich has recently commenced operations, is a developing company in need ofadditional funds for expansion into new products or markets, is seeking todevelop a new product or service, or is an established business which may beexperiencing financial or operating difficulties and is in need of additionalcapital. In the alternative, a business combination may involve the acquisitionof, or merger with, a company which does not need substantial additionalcapital but which desires to establish a public trading market for its shareswhile avoiding, among other things, the time delays, significant expense, andloss of voting control which may occur in a public offering.

 

Since our Registration Statement on Form 10went effective, our management has had contact and discussions withrepresentatives of other entities regarding a business combination with us. Anytarget business that is selected may be a financially unstable company or anentity in its early stages of development or growth, including entities withoutestablished records of sales or earnings. In that event, we will be subject tonumerous risks inherent in the business and operations of financially unstableand early stage or potential emerging growth companies. In addition, we mayeffect a business combination with an entity in an industry characterized by ahigh level of risk, and, although our management will endeavor to evaluate therisks inherent in a particular target business, there can be no assurance thatwe will properly ascertain or assess all significant risks. Our management anticipatesthat it will likely be able to effect only one business combination, dueprimarily to our limited financing and the dilution of interest for present andprospective stockholders, which is likely to occur as a result of ourmanagement’s plan to offer a controlling interest to a target business in orderto achieve a tax-free reorganization. This lack of diversification should beconsidered a substantial risk in investing in us, because it will not permit usto offset potential losses from one venture against gains from another.

 

The Company anticipates that the selection of abusiness combination will be complex and extremely risky. Because of generaleconomic conditions, rapid technological advances being made in some industriesand shortages of available capital, our management believes that there arenumerous firms seeking even the limited additional capital which we will haveand/or the perceived benefits of becoming a publicly traded corporation. Suchperceived benefits of becoming a publicly traded corporation include, amongother things, facilitating or improving the terms on which additional equityfinancing may be obtained, providing liquidity for the principals of andinvestors in a business, creating a means for providing incentive stock optionsor similar benefits to key employees, and offering greater flexibility instructuring acquisitions, joint ventures and the like through the issuance ofstock. Potentially available business combinations may occur in many differentindustries and at various stages of development, all of which will make thetask of comparative investigation and analysis of such business opportunitiesextremely difficult and complex.

 

The Company is currently in discussions with apotential target business but has not yet entered into any definitiveagreements with any potential target company. The Company filed a Schedule 14f-1 with the Securities and ExchangeCommission on November 10, 2010 and made a distribution of such scheduleto its sole shareholder.  The Schedule14f-1 provides that in anticipation of and prior to a potential mergertransaction, the Company expects that it will appoint Dr. C. RichardLyttle and Mr. Nick Harvey as directors of the Company and Dr. StevenSt. Peter and Mr. John Vander Vort will resign. The appointment of Dr. Lyttleand Mr. Harvey is expected to be effective in late November 2010,upon our compliance with Rule 14f-1 of the Securities Exchange Act of1934.  Upon the effectiveness of theappointment of Dr. Lyttle and Mr. Harvey and the resignation of Dr. St.Peter and Mr. Vander Vort, the Company will file a Form 8-K.

 

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***Liquidity and Capital Resources***

 

As of September 30, 2010, the Company hadassets equal to $1,975, comprisedof cash and prepaid expenses.  Thiscompares with assets of $100 as of December 31, 2009, comprisedexclusively of cash.  The Company’scurrent liabilities as of September 30, 2010 totaled $60,824, comprised exclusively of monies dueto stockholder.  This compares withliabilities of $37,445 as of December 31, 2009, comprised exclusively ofmonies due to stockholder.  The Companycan provide no assurance that it can continue to satisfy its cash requirementsfor at least the next twelve months.

 

The following is a summary of the Company’s cashflows provided by (used in) operating, investing, and financing activities:

 
| ** **                             | ** ** | **Nine Months  Ended  September 30, 2010** | ** ** | **Nine Months  Ended  September 30, 2009** | ** ** | **For the Period from  February 4, 2008 (Inception)  through  September 30, 2010** | ** ** |
|----------------------------------------|------------|-----------------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------|------------|
| Net cash used in operating  activities |       | $                                                         | (23,379    | )                                                         | $          | (21,855                                                                                                                    | )          | $ | (110,724 | ) |
| Net cash used in investing  activities |       | —                                                    |       | —                                                    |       | —                                                                                                                     |       |
| Net cash from financing  activities    |       | $                                                         | 23,379     |                                                      | $          | 21,855                                                                                                                     |       | $ | 110,824 |   |
| Increase in cash                       |       | $                                                         | —     |                                                      | $          | —                                                                                                                     |       | $ | 100 |   |

 

The Company has nominal assets and has generated norevenues since inception. The Company is also dependent upon the receipt ofcapital investment or other financing to fund its ongoing operations and toexecute its business plan of seeking a combination with a private operatingcompany. In addition, the Company is dependent upon certain related parties toprovide continued funding and capital resources. If continued funding andcapital resources are unavailable at reasonable terms, the Company may not beable to implement its plan of operations.

 

***Results of Operations***

 

The Company has not conducted any active operationssince inception, except for its efforts to locate suitable acquisition candidates. Norevenue has been generated by the Company from February 4, 2008(Inception) through September 30, 2010. It is unlikely the Company will have any revenues unless it is able toeffect an acquisition or merger with an operating company, of which there canbe no assurance.  It is management’sassertion that these circumstances may hinder the Company’s ability to continueas a going concern.  The Company’s plan of operation for the next twelvemonths shall be to continue its efforts to locate suitable acquisitioncandidates.

 

For the three and nine months ended September 30,2010, the Company had a net loss of $6,038 and $21,504, respectively,consisting of legal, accounting, audit and other professional service feesincurred in relation to the filing of the Company’s Quarterly and AnnualReports on Form 10-Q and Form 10-K.

 

For the three and nine months ended September 30,2009, the Company had a net loss of $6,324 and $26,980, respectively,consisting of legal, accounting, audit and other professional service feesincurred in relation to the filing of the Company’s Quarterly and AnnualReports on Form 10-Q and Form 10-K.

 

For the period from February 4, 2008(Inception) through September 30, 2010, the Company had a net loss of$108,849, consisting of legal, accounting, audit and other professional servicefees incurred in relation to the formation of the Company, the filing of theCompany’s Registration Statement on Form 10 in April of 2008 and thefiling of the Company’s Quarterly and Annual Reports on Form 10-Q and Form 10-K.

 

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***Off-Balance Sheet Arrangements***

 

The Company does not have any off-balance sheetarrangements that have or are reasonably likely to have a current or futureeffect on the Company’s financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capital expenditures orcapital resources that is material to investors.

 

***Contractual Obligations***

 

As a “smaller reporting company” as defined by Item10 of Regulation S-K, the Company is not required to provide this information.

 

**Item 3.  Quantitativeand Qualitative Disclosures About Market Risk.**

 

As a “smaller reporting company” as defined by Item10 of Regulation S-K, the Company is not required to provide informationrequired by this Item.

 

**Item 4.  Controls andProcedures.**

 

***Evaluation of DisclosureControls and Procedures***

 

Wemaintain disclosure controls and procedures that are designed to ensure thatinformation required to be disclosed in our reports filed pursuant to theExchange Act is recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules, regulations and related forms, and thatsuch information is accumulated and communicated to our principal executiveofficer and principal financial officer, as appropriate, to allow timelydecisions regarding required disclosure.

 

As of September 30,2010, we carried out an evaluation, under the supervision and with theparticipation of our principal executive officer and our principal financialofficer of the effectiveness of the design and operation of our disclosurecontrols and procedures. Based on this evaluation, our principal executiveofficer and our principal financial officer concluded that our disclosurecontrols and procedures were effective as of the end of the period covered bythis report.

 

***Changes in Internal Controls***

 

There have been no changes in our internal controls over financialreporting during the quarter ended September 30, 2010 that have materiallyaffected or are reasonably likely to materially affect our internal controls.

 

**PART II — OTHER INFORMATION**

 

**Item 1.  LegalProceedings.**

 

There are presently no material pending legalproceedings to which the Company, any of its subsidiaries, any executiveofficer, any owner of record or beneficially of more than five percent of anyclass of voting securities is a party or as to which any of its property issubject, and no such proceedings are known to the Registrant to be threatenedor contemplated against it.

 

**Item1A.  Risk Factors.**

 

As a “smaller reporting company” as defined by Item10 of Regulation S-K, the Company is not required to provide informationrequired by this Item.

 

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**Item 2.  Unregistered Sales ofEquity Securities and Use of Proceeds.**

 

None.

 

**Item 3.  Defaults UponSenior Securities.**

 

None.

 

**Item 4.  Removed andReserved.**

 

**Item 5.  OtherInformation.**

 

None.

 

**Item 6.  Exhibits.**

 

(a) Exhibits required by Item 601 of Regulation S-K.

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                                                                                                            |
|-------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                       |
| *3.1        |       | Certificate of Incorporation, as filed with the Delaware Secretary of  State on February 4, 2008.                                                                                                                                                     |
|        |       |                                                                                                                                                                                                                                                       |
| *3.2        |       | By-Laws.                                                                                                                                                                                                                                                   |
|        |       |                                                                                                                                                                                                                                                       |
| 31.1        |       | Certification of the Company’s Principal Executive Officer pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the  registrant’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2010. |
|        |       |                                                                                                                                                                                                                                                       |
| 31.2        |       | Certification of the Company’s Principal Financial Officer pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the  registrant’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2010. |
|        |       |                                                                                                                                                                                                                                                       |
| 32.1        |       | Certification  of the Company’s Principal Executive Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                     |
|        |       |                                                                                                                                                                                                                                                       |
| 32.2        |       | Certification of the Company’s Principal  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      |

 

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*                                         Filedas an exhibit to the Company’s Registration Statement on Form 10, as filedwith the SEC on April 16, 2008 and incorporated herein by this reference.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

 

 
| Dated: November 12, 2010 | **MPM ACQUISITION CORP.** |
|-------------------------------|---------------------------|
|                          |                      |
|                          |                      |
|                          | By:                       | /s/ Steven St. Peter |
|                          |                      | Steven St. Peter |
|                          |                      | President and Director |
|                          |                      | Principal Executive Officer |
|                          |                      | Principal Accounting Officer |
|                          |                      | Principal Financial Officer |

 

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