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, 2010





OR





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


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from ________ to ________





Commission
file number 000-53173





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, 54thFloor, 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 x No  ̈.





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).        Yes  ̈    No   ̈





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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):


Large
      accelerated filer      ̈
                Accelerated
      filer                    ̈Non-accelerated
      filer        ̈
                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  ̈.





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  ̈ No  ̈.





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: 5,000,000shares of common stock,
par value $.0001 per share, outstanding as of May 14, 2010.








MPM
ACQUISITION CORP.


-
INDEX -











PagePART
      I – FINANCIAL INFORMATION:Item
      1.
                                  Financial
      Statements:Balance
      Sheet as of March 31, 2010 (Unaudited)
                                  
                                  1Statement
      of Operations for the Three Months Ended March 31, 2010
and
                                  
                                  2March
      31, 2009, and for the Period February 4, 2008 (Inception)through
      March 31, 2010 (Unaudited)Statement
      of Changes in Stockholder’s Equity (Deficit) for the Period February 4,
      2008
                                  
                                  3(Inception)
      through March 31, 2010 (Unaudited)Statement
      of Cash Flows for the Three Months Ended March 31, 2010
and
                                  
                                  4March
      31, 2009, and for the Period February 4, 2008 (Inception)through
      March 31, 2010 (Unaudited)Notes
      to Financial Statements (Unaudited)
                                  
                                  5Item
      2.
                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                  
                                  7Item
      3.
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  
                                  10Item
      4T.
                                  Controls
      and Procedures
                                  
                                  10PART II – OTHER
      INFORMATION:Item
      1.
                                  Legal
      Proceedings
                                  
                                  10Item
      1A.
                                  Risk
      Factors
                                  
                                  10Item
      2.
                                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                                  
                                  10Item
      3.
                                  Defaults
      Upon Senior Securities
                                  
                                  10Item
      4.
                                  Removed
      and Reserved.
                                  
                                  10Item
      5.
                                  Other
      Information
                                  
                                  10Item
      6.
                                  Exhibits
                                  
                                  11Signatures
                                  
                                  
                                  12








PART I – FINANCIAL
INFORMATION





Item
1.  Financial Statements.





MPM
Acquisition Corp.


(A
Development Stage Company)


Balance
Sheet





March 31,
    2010(Unaudited)
                                  
                                  
                                  December 31, 2009AssetsCurrent
      Assets:Cash
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  100Prepaid
      expenses
                                  
                                  
                                  1,875
                                  
                                  
                                  
                                  -Total
      Assets
                                  
                                  $
                                  1,975
                                  
                                  
                                  $
                                  100Liabilities and Stockholder's Equity
      (Deficit)Current
      Liabilities:Accounts
      payable and accrued expenses
                                  
                                  $
                                  6,500
                                  
                                  
                                  $
                                  -Due
      to stockholder
                                  
                                  
                                  42,531
                                  
                                  
                                  
                                  37,445Total
      Current Liabilities
                                  
                                  
                                  49,031
                                  
                                  
                                  
                                  37,445Stockholder's
      Equity (Deficit)Preferred
      stock - $.0001 par value - 10,000,000 sharesauthorized;
      no shares issued and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock - $.0001 par value - 100,000,000shares
      authorized; 5,000,000 shares issued and outstanding
                                  
                                  
                                  500
                                  
                                  
                                  
                                  500Additional
      paid-in capital
                                  
                                  
                                  49,500
                                  
                                  
                                  
                                  49,500(Deficit)
      accumulated during the development stage
                                  
                                  
                                  (97,056
                                  )
                                  
                                  
                                  (87,345
                                  )Total
      Stockholder's Equity (Deficit)
                                  
                                  
                                  (47,056
                                  )
                                  
                                  
                                  (37,345
                                  )Total
      Liabilities and Stockholder's Equity (Deficit)
                                  
                                  $
                                  1,975
                                  
                                  
                                  $
                                  100





See
accompanying notes to the financial statements


1





MPM
Acquisition Corp.


(A
Development Stage Company)


Statement
of Operations


(Unaudited)





Three
                  Months
                  Ended
                  March 31,
                  2010
                
                
                Three
                  Months
                  Ended
                  March 31,
                  2009
                
                
                Period
                  February 4,
                  2008
                  (Inception)
                  through
                  March 31,
                  2010General
      and Administrative Expenses
                
                $
                9,711
                
                
                $
                14,033
                
                
                $
                97,056Net
      (Loss)
                
                $
                (9,711
                )
                
                $
                (14,033
                )
                
                $
                (97,056
                )Basic
      and Diluted (Loss) per Share
                
                
                *
                
                
                
                *Basic
      and Diluted Weighted Average Number of Common Shares
      Outstanding
                
                
                5,000,000
                
                
                
                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 (Deficit)


Period
February 4, 2008 (Inception) through March 31, 2010


(Unaudited)





(Deficit)AccumulatedAdditional
                  
                  
                  During
      the
                  
                  
                  Stockholder'sCommon Stock
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  EquityShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  (Deficit)Issuance
      of Common Stock
                  
                  
                  5,000,000
                  
                  
                  $
                  500
                  
                  
                  $
                  49,500
                  
                  
                  $
                  -
                  
                  
                  $
                  50,000Net
      (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)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,711
                  )
                  
                  
                  (9,711
                  )Balance,
      March 31, 2010
                  
                  
                  5,000,000
                  
                  
                  $
                  500
                  
                  
                  $
                  49,500
                  
                  
                  $
                  (97,056
                  )
                  
                  $
                  (47,056
                  )





See
accompanying notes to the financial statements


3





MPM
Acquisition Corp.


(A
Development Stage Company)


Statement
of Cash Flows


(Unaudited)





Three
                    Months
                    Ended
                    March 31,
                    2010
                  
                  
                  Three
                    Months
                    Ended
                    March 31,
                    2009
                  
                  
                  Period
                    February 4,
                    2008
                    (Inception)
                    through
                    March 31,
                    2010Cash
      Flows from Operating ActivitiesNet
      (Loss)
                  
                  $
                  (9,711
                  )
                  
                  $
                  (14,033
                  )
                  
                  $
                  (97,056
                  )Adjustment
      to reconcile net (loss) to net cash used inoperating
      activities:(Increase)
      decrease in prepaid expenses
                  
                  
                  (1,875
                  )
                  
                  
                  1,500
                  
                  
                  
                  (1,875
                  )Increase
      in accounts payable and accrued expenses
                  
                  
                  6,500
                  
                  
                  
                  6,250
                  
                  
                  
                  6,500Net
      Cash Used in Operating Activities
                  
                  
                  (5,086
                  )
                  
                  
                  (6,283
                  )
                  
                  
                  (92,431
                  )Cash
      Flows from Financing ActivitiesAdvances
      from stockholder
                  
                  
                  5,086
                  
                  
                  
                  6,283
                  
                  
                  
                  42,531Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000Net
      Cash Provided By Financing Activities
                  
                  
                  5,086
                  
                  
                  
                  6,283
                  
                  
                  
                  92,531Increase
      in cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Cash,
      beginning of period
                  
                  
                  100
                  
                  
                  
                  100
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  100
                  
                  
                  $
                  100
                  
                  
                  $
                  100





See
accompanying notes to the financial statements


4





MPM
Acquisition Corp.


(A
Development Stage Company)


Notes
to Financial Statements





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 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-K as of December
31, 2009. Interim results are not necessarily indicative of the results for a
full year.





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.





Income
Taxes:  The Company utilizes the liability method of accounting
for income taxes.  Under the liability method, deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and tax basis of the assets and liabilities and are measured using enacted
tax rates that will be in effect when the differences are expected to
reverse.  A valuation allowance is provided when it is more likely
than not, that such tax benefits will not be realized.





The
Company recognizes the financial statement benefit of an uncertain tax position
only after considering the probability that a tax authority would sustain the
position in an examination. For tax positions meeting a "more-likely-than-not"
threshold, the amount recognized in the financial statements is the benefit
expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is
recognized.  The Company recognizes interest and penalties, if any, related
to uncertain tax positions in income tax expense.  As of March 31,
2010, the Company is unaware of any uncertain tax positions.





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


5





MPM
Acquisition Corp.


(A
Development Stage Company)


Notes
to Financial Statements





Note 2 – Summary of
Accounting Policies (Continued):





Fair Value of Financial
Instruments:  The Company adopted the Financial Accounting
Standards Board Fair Value Measurements, as it applies to its financial
statements.  This standard defines fair value, outlines a framework
for measuring fair value, and details the required disclosures about fair value
measurements.





Fair
value is defined as the price that would be received to sell an asset, or paid
to transfer a liability, in an orderly transaction between market participants
at the measurement date in the principal or most advantageous
market.  The standard establishes a hierarchy in determining the fair
value of an asset or liability.  The fair value hierarchy has three
levels of inputs, both observable and unobservable.  The standard
requires the utilization of the lowest possible level of input to determine fair
value.  Level 1 inputs include quoted market prices in an active
market for identical assets or liabilities.  Level 2 inputs are market
data, other than Level 1, that are observable either directly or
indirectly.  Level 2 inputs include quoted market prices for similar
assets or liabilities, quoted market prices in an inactive market, and other
observable information that can be corroborated by market data.  Level
3 inputs are unobservable and corroborated by little or no market
data.





The
carrying value of current assets and liabilities approximate fair value due to
the short period of time to maturity.





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 $97,056, which, among other factors, raises
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,receive additional loans from its
shareholder, andultimately, 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.





Note 4 –
Related Party Transactions:





Due to
stockholder consists of interest-free demand loans from the stockholder to the
Company with no stated repayment terms.





The
Company utilizes the office space and equipment of its sole stockholder at no
cost.  Management estimates such amounts to be de
minimus.





Note 5 – Subsequent
Events:





Subsequent
events have been evaluated through the time of the filing of our Quarterly
Report on Form 10-Q.


6





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, 54th 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.


7





The Company currently does not engage
in any business 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 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 our Registration Statement on
Form 10 went effective, 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, 2010, the Company had
assets equal to $1,975, comprised exclusively of cash and prepaid
expenses.  This compares with assets of $100 as of December 31,
2009.  The Company’s current liabilities as of March 31, 2010 totaled
$49,031, comprised exclusively of accounts payable, accrued expenses and monies
due to stockholder.  This compares with liabilities of $37,445 as of
December 31, 2009, comprised exclusively of monies due to
stockholder.  The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve
months.





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


8





Three Months
                    Ended
                    March 31, 2010
                  
                  
                  Three Months
                    Ended
                    March 31, 2009
                  
                  
                  For the Period from
                    February 4, 2008
                    (Inception) through
                    March 31, 2010Net
      cash used in operating activities
                  
                  $
                  (5,086
                  )
                  
                  $
                  (6,283
                  )
                  
                  $
                  (92,431
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash from financing activities
                  
                  $
                  5,086
                  
                  
                  $
                  6,283
                  
                  
                  
                  92,531Net
      effect on cash
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  100





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,
2010.  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
three months ended March 31, 2010, the Company had a net loss of $9,711
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual  Report on
Form 10-K for the year ended December 31, 2009 in March of 2010.





For the
three months ended March 31, 2009, the Company had a net loss of $14,033
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual  Report on
Form 10-K for the year ended December 31, 2008 in March of 2009.





For the
period from February 4, 2008 (inception) through March 31, 2010, the Company had
a net loss of $97,056, consisting of legal, accounting, audit and other
professional service fees incurred in relation to the formation of the Company,
the filing of the Company’s Registration Statement on Form 10 in April of 2008
and the filing of the Company’s Quarterly and Annual Reports on Form 10-Q and
Form 10-K.





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.


9





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.





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, 2010, 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,
2010 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.  Removed and
Reserved.








Item 5.  Other
Information.





None.


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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 March 31,
  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 March 31,
  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.





*
            Filed
      as an exhibit to the Company’s Registration Statement on Form 10, as filed
      with 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 Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.





Dated:
      May 14, 2010
              MPM
      ACQUISITION CORP.By:
              /s/ Steven St. PeterSteven
      St. PeterPresident
      and DirectorPrincipal
      Executive OfficerPrincipal
      Accounting OfficerPrincipal
      Financial Officer


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