FORM
      10-Q





U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





x QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2008





OR





o 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 000-53173





MPM
      Acquisition Corp.


(Exact
      name of registrant as specified 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, 200 Clarendon Street, 54 th Floor, Boston, MA 02116


(Address
      of principal executive offices)





(617)
      425-9235


(Registrant’s
      telephone number, including area code)





No
      change


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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 oNo x.





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      definition of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
                accelerated filer
            o
            
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            
            Smaller
                reporting company
            x.


(Do
      not
      check if a smaller reporting company)





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





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
      PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes o No o .





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: 5,000,000 **** shares
      of
      common stock, par value $.0001 per share, outstanding as of June 25, 2008.








**MPM
      ACQUISITION CORP.**





**-
      INDEX -**





Page**PART
                I – FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements:Balance
                Sheet - March 31, 2008 (Unaudited)
            1Statement
                of Operations - Period February 4, 2008 (Inception) through March
                31, 2008
                (Unaudited)
            2Statement
                of Changes in Stockholder’s Equity - Period February 4, 2008 (Inception)
                through March 31, 2008 (Unaudited)
            3Statement
                of Cash Flows - Period February 4, 2008 (Inception) through March
                31, 2008
                (Unaudited)
            4Notes
                to Financial Statements (Unaudited)
            5Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            6Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            8Item
                4T.
            Controls
                and Procedures
            9**PART
                II – OTHER INFORMATION:**Item
                1.
            Legal
                Proceedings
            9Item
                1A.
            Risk
                Factors
            9Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            9Item
                3.
            Defaults
                Upon Senior Securities
            9Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            9Item
                5.
            Other
                Information
            9Item
                6.
            Exhibits
            10Signatures
            11





**PART
      I – FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





**MPM
      Acquisition Corp.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**March
      31, 2008**


**(Unaudited)**





**Assets**Current
                Assets:Cash
            
            $
            32,500Total
                Assets
            
            $
            32,500**Liabilities
                and Stockholder's Equity**Current
                Liabilities:Accounts
                payable and accrued expenses
            
            $
            5,610Stockholder's
                EquityPreferred
                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
            
            
            500Additional
                paid-in capital
            
            
            49,500(Deficit)
                accumulated during the development stage
            
            
            (23,110
            )Total
                Stockholder's Equity
            
            
            26,890Total
                Liabilities and Stockholder's Equity
            
            $
            32,500





*See
      accompanying notes to the financial statements*


1





**MPM
      Acquisition Corp.**


**(A
      Development Stage Company)**


**Statement
      of Operations**


**Period
      February 4, 2008 (Inception) through March 31, 2008**


**(Unaudited)**





General
                and Administrative Expenses
            
            $
            23,110Net
                (Loss)
            
            $
            (23,110
            )Basic
                and Diluted (Loss) per Share
            
            
            *Basic
                and Diluted Weighted Average Number of Common Shares
                Outstanding
            
            
            5,000,000




*
      Less
      than $.01 per share





*See
      accompanying notes to the financial statements*


2





**MPM
      Acquisition Corp.**


**(A
      Development Stage Company)**


**Statement
      of Changes in Stockholder's Equity**


**Period
      February 4, 2008 (Inception) through March 31, 2008**


**(Unaudited)**





(Deficit)AccumulatedAdditional
            
            During
                theCommon
                Stock
            
            Paid-in
            
            Development
            
            Stockholder'sShares
            
            Amount
            
            Capital
            
            Stage
            
            EquityIssuance
                of Common Stock
            
            
            5,000,000
            
            $
            500
            
            $
            49,500
            
            $
            -
            
            $
            50,000Net
                (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (23,110
            )
            
            (23,110
            )Balance,
                March 31, 2008
            
            
            5,000,000
            
            $
            500
            
            $
            49,500
            
            $
            (23,110
            )
            $
            26,890





*See
      accompanying notes to the financial statements*


3





**MPM
      Acquisition Corp.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows**


**Period
      February 4, 2008 (Inception) through March 31, 2008**


**(Unaudited)**





Cash
                Flows from Operating ActivitiesNet
                (Loss)
            
            $
            (23,110
            )Adjustment
                to reconcile net (loss) to net cash used in operating
                activities:Increase
                in accounts payable and accrued expenses
            
            
            5,610Net
                Cash Used in Operating Activities
            
            
            (17,500
            )Cash
                Flows from Financing ActivitiesProceeds
                from issuance of common stock
            
            
            50,000Increase
                in cash
            
            
            32,500Cash,
                beginning of period
            
            
            -Cash,
                end of period
            
            $
            32,500





*See
      accompanying notes to the financial statements*


4


**MPM
      Acquisition Corp.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**(Unaudited)**








**Note
      1 – Development Stage Company** **:**





MPM
      Acquisition Corp., a development stage company (the “Company”), was incorporated
      in the State of Delaware on February 4, 2008. The Company is inactive and plans
      to acquire an existing company or acquire technology to begin operations. The
      Company is in the development stage.





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





Basis
      of Presentation :
      The
      accompanying interim financial statements of the Company as of March 31, 2008
      and for the period from February 4, 2008 (inception) through March 31, 2008,
      have been prepared in accordance with accounting principles generally accepted
      for interim financial statements presentation and in accordance with the
      instructions to Regulation S-X. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for complete financial statement presentation.
      In the opinion of management, all adjustments for a fair statement of the
      results of operations and financial position for the interim periods presented
      have been included. All such adjustments are of a normal recurring nature.
      The
      accompanying financial statements and the information included under the heading
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations should be read in conjunction with the Company’s audited financial
      statements and related notes included in the Company’s Form 10 as of February
      29, 2008. Interim results are not necessarily indicative of the results for
      a
      full year.





Financial
      Statements :
      The
      financial statements include all the accounts of the Company.





Use
      of
      Estimates :
      The
      preparation of the 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 amounts of assets and liabilities
      and
      disclosure of contingent asset and liabilities at the date of the financial
      statements and revenues and expenses during the reporting period. Actual results
      could differ from those estimates.





Recent
      Accounting Pronouncements :
      Management does not believe that any recently issued, but not yet effective
      accounting pronouncements, if adopted, would have a material effect on the
      accompanying financial statements.





**Note
      3 – Going Concern:**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the recoverability of
      assets and the satisfaction of liabilities in the normal course of business.
      The
      Company incurred a net loss from inception of $23,110, which, among others
      factors, raise substantial doubt about the Company’s ability to continue as a
      going concern. The ability of the Company to continue as a going concern is
      dependent upon management’s plan to find a suitable acquisition or merger
      candidate, raise additional capital from the sale of stock and, ultimately,
      income from operations. The accompanying financial statements do not include
      any
      adjustments that might be required should the Company be unable to recover
      the
      value of its assets or satisfy its liabilities.


5


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





***Forward
      Looking Statement Notice***





Certain
      statements made in this Quarterly Report on Form 10-Q are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) in regard to the plans and objectives of management for future
      operations. Such statements involve known and unknown risks, uncertainties
      and
      other factors that may cause actual results, performance or achievements of
      MPM
      Acquisition Corp. (“we”, “us”, “our” or the “Company”) to be materially
      different from any future results, performance or achievements expressed or
      implied by such forward-looking statements. The forward-looking statements
      included herein are based on current expectations that involve numerous risks
      and uncertainties. The Company's plans and objectives are based, in part, on
      assumptions involving the continued expansion of business. Assumptions relating
      to the foregoing involve judgments with respect to, among other things, future
      economic, competitive and market conditions and future business decisions,
      all
      of which are difficult or impossible to predict accurately and many of which
      are
      beyond the control of the Company. Although the Company believes its assumptions
      underlying the forward-looking statements are reasonable, any of the assumptions
      could prove inaccurate and, therefore, there can be no assurance the
      forward-looking statements included in this Quarterly Report will prove to
      be
      accurate. In light of the significant uncertainties inherent in the
      forward-looking statements included herein, the inclusion of such information
      should not be regarded as a representation by the Company or any other person
      that the objectives and plans of the Company will be achieved.





***Description
      of Business***





The
      Company was incorporated in the State of Delaware on February 4, 2008 and
      maintains its principal executive office at c/o MPM Asset Management LLC, 200
      Clarendon Street, 54 th Floor,
      Boston, MA 02116. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination through the acquisition of, 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, and since its effectiveness, the Company has focused its efforts
      to
      identify a possible business combination.





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





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with an operating business. The Company will
      not
      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 any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury.


6





During
      the next twelve months we anticipate incurring costs related to:





(i)  filing
      Exchange Act reports, and


(ii)  consummating
      an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our sole
      stockholder, management or other investors.





The
      Company may consider acquiring a business which has recently commenced
      operations, is a developing company in need of additional funds for expansion
      into new products or markets, is seeking to develop a new product or service,
      or
      is an established business which may be experiencing financial or operating
      difficulties and is in need of additional capital. In the alternative, a
      business combination may involve the acquisition of, or merger with, a company
      which does not need substantial additional capital but which desires to
      establish a public trading market for its shares while avoiding, among other
      things, the time delays, significant expense, and loss of voting control which
      may occur in a public offering.





Since
      we
      filed our Registration Statement on Form 10, our management has had contact
      and
      discussions with representatives of other entities regarding a business
      combination with us. Any target business that is selected may be a financially
      unstable company or an entity in its early stages of development or growth,
      including entities without established records of sales or earnings. In that
      event, we will be subject to numerous risks inherent in the business and
      operations of financially unstable and early stage or potential emerging growth
      companies. In addition, we may effect a business combination with an entity
      in
      an industry characterized by a high level of risk, and, although our management
      will endeavor to evaluate the risks inherent in a particular target business,
      there can be no assurance that we will properly ascertain or assess all
      significant risks.





The
      Company anticipates that the selection of a business combination will be complex
      and extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital which we will have and/or the perceived benefits of becoming
      a publicly traded corporation. Such perceived benefits of becoming a publicly
      traded corporation include, among other things, facilitating or improving the
      terms on which additional equity financing may be obtained, providing liquidity
      for the principals of and investors in a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      offering greater flexibility in structuring acquisitions, joint ventures and
      the
      like through the issuance of stock. Potentially available business combinations
      may occur in many different industries and at various stages of development,
      all
      of which will make the task of comparative investigation and analysis of such
      business opportunities extremely difficult and complex.





***Liquidity
      and Capital Resources***





As
      of
      March 31, 2008, the Company had assets equal to $32,500, comprised exclusively
      of cash. The Company’s current liabilities as of March 31, 2008 totaled $5,610,
      comprised exclusively of accounts payable and accrued expenses. The Company
      can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      at least the next twelve months.


7


The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities for the period from February 4, 2008 (inception)
      through March 31, 2008:





Period from February 4, 2008
              (Inception) through March 31, 2008Net cash used
                in operating activities
            
            $
            (17,500
            )Net
                cash used in investing activities
            
            $
            0Net
                cash from financing activities
            
            $
            50,000Net
                effect on cash
            
            $
            32,500





The
      Company has nominal assets and has generated no revenues since inception. The
      Company is also dependent upon the receipt of capital investment or other
      financing to fund its ongoing operations and to execute its business plan of
      seeking a combination with a private operating company. In addition, the Company
      is dependent upon certain related parties to provide continued funding and
      capital resources. If continued funding and capital resources are unavailable
      at
      reasonable terms, the Company may not be able to implement its plan of
      operations.





***Results
      of Operations***





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition candidates. No revenue has been
      generated by the Company from February 4, 2008 (inception) through March 31,
      2008. It is unlikely the Company will have any revenues unless it is able to
      effect an acquisition or merger with an operating company, of which there can be
      no assurance. It is management's assertion that these circumstances may hinder
      the Company's ability to continue as a going concern.  The Company’s plan
      of operation for the next twelve months shall be to continue its efforts to
      locate suitable acquisition candidates.





For
      the
      period from February 4, 2008 (inception) through March 31, 2008, the Company
      had
      a net loss of $(23,110), consisting of legal, accounting, audit and other
      professional service fees incurred in relation to the formation of the Company
      and the filing of the Company’s Registration Statement on Form 10 in April of
      2008.





***Off-Balance
      Sheet Arrangements***





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





***Contractual
      Obligations***





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide this information.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.


8


**Item
      4T. Controls and Procedures.**





***Evaluation
      of Disclosure Controls and Procedures***





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





As
      of
      March 31, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





***Changes
      in Internal Controls***





There
      have been no changes in our internal controls over financial reporting during
      the quarter ended March 31, 2008 that have materially affected or are reasonably
      likely to materially affect our internal controls.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of our officers and directors, the Company is not a party to
      any
      legal proceeding or litigation.





**Item
      1A. Risk Factors.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.





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





None.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5. Other Information.**





None.


9


**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 and 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 March 31, 2008.32.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002.





*
            Filed
                as an exhibit to the Company’s Registration Statement on Form 10, as filed
                with the Securities and Exchange Commission on April 16, 2008, and
                incorporated herein by this
                reference.


10


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      duly
      caused this report to be signed on its behalf by the undersigned thereunto
      duly
      authorized.





Dated:
                June 25, 2008
            **MPM
                ACQUISITION CORP.**By:
            /s/
                Steven St. PeterSteven
                St. PeterPresident
                and Director


11