SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
10-KSB/A No. 1
AMENDMENT TO APPLICATION
Filed pursuant to Section 12, 13, or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
MPM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No.: 0-14910
The undersigned Registrant hereby amends the following items, financial
information, exhibits or other portions of its Annual Report on form 10-KSB for
the fiscal year ended December 31, 1995, as set forth in the pages attached
hereto:
Item l. Business
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MPM TECHNOLOGIES,INC.
(Registrant)
By: /s/Robert D. Little
----------------------
Robert D. Little
Title: Secretary
Date: 07/22/96
-------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission file Number 0-14910
MPM TECHNOLOGIES INC.
(Exact Name of Registrant as specified in its Charter)
Washington 81-0436060
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
222 W. Mission, Ste. 30
Spokane, WA 99201
- ------------------------------- -------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 509 326-3443
Securities registered pursuant to Section 12(b) of the Act:
None
-------------
Securities registered pursuant to Section 12(g) of the Act:
Name of Exchange
Title of Each Class on Which Registered
- ------------------------------ ---------------------
Common Stock, $0.001 Par Value NASDAQ
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
Aggregate market value of the registrant's common stock held by non-affiliates
as of February 13, 1996 was $8,921,389.
As of February 13, 1996 the registrant had outstanding 12,793,596 shares of
common stock which is the registrant's only class of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following document is incorporated by reference into Part IV of this
report: (1) Form 10, effective October 21, 1986, Commission File No. 0-14910.
Page 1 of 57<PAGE>
PART I
Item 1. Business
a) GENERAL DEVELOPMENT OF BUSINESS
The Company was incorporated as Okanogan Development, Inc., on July 18, 1983,
under the laws of the State of Washington. On April 25, 1985, the Company
combined with MADD Exploration, a Montana partnership and changed its name to
Montana Precision Mining, Ltd. As a result of the combination, the Company
acquired mining properties. The Company, during 1995, remained in the
development stage. In August 1995 the Company changed it's name to MPM
Technologies Inc.
The Company controls 45 claims on 1,000 acres in the heart of the Emery
Mining District,Powell County, Montana. The Company has been involved in
negotiations with a number of gold companies for a joint venture. It is
expected that negotiations will continue until a joint venture partner is
found.
The Company has two wholly-owned subsidiaries, MPM Mining, Inc. and NuPower
Inc. as of December 31, 1995, no operations were conducted through such
subsidiaries. The Company does operate through NuPower Partnership, a Montana
general partnership in which the Company retains a 58.21% interest. During
1995, the company purchased 7.21% additional interest in the partnership from
one of the unrelated individual partners.
NuPower Partnership is engaged in the research and development of a waste-to-
energy process known as "Skygas". "Skygas" is the designated name for an
innovative two reactor technology for the disposal/gasification of
carbonaceous wastes such as municipal solid waste, municipal sewage sludge,
pulp and paper mill sludge, auto fluff, medical waste and used rubber tires.
This process converts solid and semi-solid wastes into a clean-burning medium
BTU gas that can be used for steam production for electric power generation.
The composition of the gas also makes it a useful building block for downstream
conversion into valuable chemicals. In March of 1990, the Company entered into
an agreement with Smogless S.p.A. of Milan, Italy and Xytel Technologies of
Mt. Prospect, Illinois, for the purpose of commercializing the Skygas
process. Completion of the facility located in Italy was achieved in December
of 1991. Testing and debugging began on January 17, 1992 and on June 11, 1993,
theCompany announced that after a successful development program conducted by
Smogless, the Skygas process was ready for active worldwide marketing.
In September 1994, the Company announced that United States Filter Corp.,
Palm Desert, CA, had acquired Laidlaw, Inc.'s interest in Smogless S.p.A.
Laidlaw had purchased an 80% interest in Smogless in January of 1993.
PLANS FOR OPERATIONS
MINING
The Company is involved in negotiations with a number of mining companies for a
future joint venture.
WASTE-TO-ENERGY
Negotiations with a number of foreign and domestic companies, relating to the
Skygas process, are expected to continue during 1996.
Page 2 of 57<PAGE>
b) Financial Information About Industry Segments.
As a result of the acquisition of a controlling interest in NuPower in 1987,
the company's operations expanded from mining alone to both mining and waste-
to-energy.
1995 Waste-to- Corporate
Mining Energy And Other Total
---------- ---------- ---------- ----------
Net Sales $ -0- $ -0- $ -0- $ -0-
Depreciation and
Amortization $ 10,668 $ 1,731 $ -0- $ 12,399
Research and Development $ -0- $ -0- $ -0- $ -0-
(Loss) from Operations $ (65,190) $ (68,827) $ (97,911) $(231,938)
Net (Loss) $ (63,304) $ (68,826) $(138,922) $(271,052)
Capital Expenditures $ -0- $ -0- $ -0- $ -0-
Identifiable Assets $1,552,586 $ 354,477 $ 144,479 $2,051,541
c) Narrative Description of Business.
New Enterprise
The Company is a recently formed, relatively new enterprise commencing business
in competitive industries. As with any new business, it has only limited
operating history on which to base any estimates of its future prospects. It
is anticipated that the Company may incur losses during its early periods of
operation, and it cannot be predicted when, or if, it is expected to become
profitable.
Conflicts of Interest
All of the Company's officers and directors have been in the past, are
presently, and will continue to be active in other companies on their own
behalf, and on the behalf of individuals and companies, who are potential
competitors of the Company. All officers and directors have retained the right
to conduct their own independent business interests. None of the officers
expect to devote substantially full time to the Company. The Company has a
contract with R. D. Little Company to provide shareholder relations services.
R. D. Little Company is owned by Robert D. Little, Secretary of the Company.
The activities described above could give rise to conflicts with the interests
of the Company. Also, the participation by some of the Company's officers and
directors in such outside activities may create potential conflicts of
interests regarding the time and efforts of such persons. It is possible that
other situations may arise in the future where the personal interests of the
officers and directors may conflict with the interests of the Company. Such
conflicts could include determining portion of their working time will be spent
on the Company and what portion on other business interests, salary amounts,
and other forms of compensation. To the best ability and in the best judgement
of the Company the personal interests of the officers and directors of the
Company will be resolved in a fair manner which will protect the interests of
the Company. The Company's Board of Directors intends to continually review
all corporate opportunities to further attempt to safeguard against conflicts
of interest between their other business interests and the interests of the
Company.
Page 3 of 57<PAGE>
No Dividends
It is not anticipated that the Company will distribute any dividends to
shareholders in the foreseeable future. Earnings of the Company, if any, are
expected to be retained by it to enhance its capital and to expand its
operations.
Possible Need For Additional Financing
The Company's only definite sources of operating funds are its current cash
reserves and receivables, cash contributions from directors and from the sale
of unneeded mining equipment. There is no assurance that the Company will
produce revenues in the foreseeable future. The Company presently has no firm
arrangements for additional financing and there can be no assurance that such
financing will be available or that, if available, it will be available on
acceptable terms. It is the opinion of management that the Company's cash
reserves will be adequate to sustain it over the next 12 months.
In accordance with Regulation S-K, Section 101(c), the following information
relative to the Company is presented:
Principal Products.
MINING
The principal products of the Company have been mineralized material. The sale
of such over the previous four fiscal years has not contributed 15% or more of
the revenue of the Company.
WASTE-TO-ENERGY
The principal product of the Company is expected to be gasification plants for
use primarily in waste-to-energy and co-generation projects. As the process
only recently has began to be marketed, there have been no sales of the product
to date.
(ii) Status of Products
MINING
The Company is primarily in the exploration and development stage with regard
to its properties. Although the Company could be operational on a portion of
its properties, the current price of gold and silver on the market has been
deemed by management of the Company to be inadequate to make operations
economically feasible.
WASTE-TO ENERGY
The Company has been engaged in the testing and debugging phase of the Skygas
Process. Testing and debugging began in January of 1992. In June of 1993, the
Company announced the process was ready for active marketing. Negotiations
with potential customers is an ongoing activity. Management believes that
negotiations with a number of companies will be concluded during 1996.
(iii) Sources and Availability of Raw Material
Page 4 of 57<PAGE>
MINING
In the opinion of management, all raw materials (mineralized material)
necessary for the operations of the Company can be acquired from properties
currently leased or claimed by the Company.
WASTE-TO-ENERGY
As there are no specialized components, the Skygas process can be constructed
with readily available materials and technology. Due to the wide variety of
possible fuel materials, which can be utilized in the process, no difficulties
obtaining feed materials for the completed plants are expected.
(iv) Patents, Trademarks and Licenses Held.
MINING
The Company currently holds patents, related to its mining operations as
discussed elsewhere in this document.
WASTE-TO-ENERGY
The Company, through NuPower Partnership, has obtained the exclusive license to
use the Skygas process and all patents from A.C. Lewis, its inventor. On July
10, 1991, the Company announced that the Skygas patent claims had been allowed
by the U.S. Patent Office. Patents have been received or pending from a number
of foreign countries.
(v) Seasonal Variations in Business
MINING
The operations of the Company may be curtailed during the winter months due to
large amounts of snow and frozen ground. It is anticipated that reactivation
of underground mining operations with subsequent on-site milling operations
could be continued throughout the year. It is possible that should open-pit
mining operations be commenced, these operations may be curtailed by frozen
ground. The extent of any curtailment in open-pit mining is not presently
determinable by management.
WASTE-TO-ENERGY
There are currently no seasonal influences on the ongoing research and
development of the Skygas process. It is not anticipated that significant
seasonal variations will exist should production begin.
(vi) Working Capital Practices
MINING
Although management anticipates carrying inventories of stockpiled mineralized
material to meet its needs, there is currently no requirement that the Company
maintain significant amounts.
WASTE-TO-ENERGY
Page 5 of 57<PAGE>
While current research and development requires significant working capital,
should production begin, the plants will be produced to order, and no
significant inventories are expected.
(vii) Dependence Upon Limited Number of Customers
MINING
The Company has no single customer, or few customers, the loss of any one or
more of which may have a material adverse effect on the Company.
WASTE-TO-ENERGY
The Company is currently negotiating with a number of potential customers but
has no customers at the present time.
(viii) Backlog
MINING
There is currently no backlog of orders, nor were there any backlogs of orders
during the preceding fiscal year.
WASTE-TO-ENERGY
As the Company is not yet in production, there have been no orders.
(ix) Government Contracts
MINING AND WASTE-TO-ENERGY
As the Company has not engaged in any contracts for any government or
government agency, there is no material portion of the business that may be
subjected to renegotiation or profits or termination of contracts or
subcontracts at the election of the Government.
(x) Competitive Conditions
MINING
Due to the large number of persons and companies engaged in exploration for and
production of mineralized material, there is a high degree of competition.
Fluctuations in gold and silver prices and regulations set by various
governmental agencies increase the risk of success of the Company.
WASTE-TO-ENERGY
A significant number of persons and companies are developing or have developed
various waste-to-energy systems intended for co-generation projects.
(xi) Research and Development Expenditures
MINING
During the year ended December 31, 1995, the Company did not expended any funds
on exploration and development and only a minimal amount on mining claims and
Page 6 of 57<PAGE>
leases under its control. The Company restated certain financial statements
for the period from inception to date to give effect to the write off of a
portion of Deferred Exploration and Development Costs. This computation was
completed in 1993 and relates to a portion of the Company's mining properties
which do not have qualifying mineral ore body to justify retaining this portion
of the deferred costs.
WASTE-TO-ENERGY
During 1995, the Company did not expend any funds on research and development
related to the Skygas process.
(xii) Compliance with Environmental Regulations
MINING
Although the Company has been able to obtain permits for operations
limited to 11,000 tons per year from the State of Montana, there is no
guarantee that will be able to obtain the permits necessary to allow it to
commence leaching operations on a scale larger than that limitation. These
permits contain restrictions enacted to regulate the discharge of materials
into the environment. While the Company currently has an impoundment area
consisting of two acres with a capacity of approximately 48,000 tons of
tailings, it has the area available to increase the containment to
approximately 10 acres providing approximately 725,000 tons of tailings. This
impoundment area retains an adequate supply so that no water is discharged into
existing streams. It is not anticipated that the increased capacity will be
necessary within the next fiscal year, should the mill be placed back in
operation.
WASTE-TO-ENERGY
There are no known environmental restrictions which would affect the operation
of the Skygas process. To the contrary, one of the main competitive advantages
of the process is its ability to utilize as a fuel many toxic substances while
not producing hazardous emissions.
(xiii) Number of Employees
MINING AND WASTE-TO-ENERGY
The Company currently has no permanent employees. Employees are hired as
needed on a seasonal basis. Other work is performed on a contract basis.
d) Financial Information about Foreign and Domestic Operations and Export
Sales.
The Company operates wholly within the United States of America, and has never
had foreign operations. As previously stated, the Company has entered into an
agreement with USF Smogless S.p.A., Milan, Italy, to commercialize the Skygas
process.
Item 2. Properties
MINING:
Page 7 of 57<PAGE>
The principal properties of the Company are mineral interests in several mining
properties. Presently, the Company has the following claims under control
Owned by MPM:
10 Patented Claims
14 Unpatented Claims
Leased by MPM:
8 Patented Claims
13 Unpatented Claims
These claims amount to approximately 1000 acres in the heart of the Emery
Mining District, Powell County, Montana. MPM, Ltd., controls 18 former mine
sites that have been inactive since 1930. Each of these have old adits,
tunnels, dump piles of known mineralized material. All testing and
metallurgical work has been completed.
WASTE-TO-ENERGY
The Company presently has no property related to its waste-to-energy
operations. Operations on premises leased by a party contracted to de-bug,
refine, and further develop the process have been closed down. The property,
located in Libby, Montana, is not unique; should the need arise, alternate
sites are readily available. It is anticipated that any testing, de-bugging
and refining work will be completed at one of the Smogless sites in Italy.
Item 3. Legal Proceedings
The Company knows of no litigation present, threatened, or contemplated, or
unsatisfied judgments against the Company, its officers, or directors, or any
proceedings in which the Company, its officers or directors are a party.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters brought to a vote by shareholders during the
Fourth Quarter of 1995.
Page 8 of 57<PAGE>
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
a) Market Information
The Company's common stock trades on The NASDAQ Small-Cap Market under the
symbol MPML.
High Bid Low Bid
1993
First Quarter 1.18 .875
Second Quarter 1.34 .875
Third Quarter 3.37 1.06
Fourth Quarter 3.37 2.43
1994
First Quarter 4.37 2.34
Second Quarter 2.87 1.62
Third Quarter 2.25 1.56
Fourth Quarter 2.37 1.00
1995
First Quarter 2.00 1.18
Second Quarter 2.18 1.25
Third Quarter 1.75 1.25
Fourth Quarter 1.87 .75
b) Holders
As of February 13 1996, there were 684 holders of record of the Registrant's
common stock.
c) Dividends
The Company has not paid dividends in the past. It is not anticipated that the
Company will distribute any dividends to shareholders in the foreseeable
future. Earnings of the Company, if any, are expected to be retained by it to
enhance its capital and to expand its operations.
Page 9 of 57<PAGE>
Item 6. Selected Financial Data
1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ----------
Results of Operations
Gain on Sale of
Securities $ -0- $ -0- $ -0- -0- -0-
Operating Revenues -0- 200,147 -0- -0- -0-
Interest Expense 68,257 79,125 127,871 161,752 182,862
Income Before Taxes (271,052) (227,991) (495,513) (817,804) (383,578)
Income Taxes -0- -0- -0- -0- -0-
Net Income (Loss) (271,052) (227,991) (495,513) (817,804) (383,578)
Financial Position
Working Capital (822,860) (1,047,464)(1,111,925)(1,545,253) (1,844,416)
Total Assets 2,051,541 2,015,304 2,074,009 1,866,868 2,078,716
Long-Term Debt -0- -0- -0- 72,211 2,880
Deficit Accumulated
During the Exploration
and Development Stage(4,266,152) (3,995,000)(3,767,109)(3,404,425) (2,453,792)
Stockholders' Equity 1,745,657 1,617,394 1,449,368 970,728 889,708
Return on Stock
holders' Equity (15,53%) (14.10%) (25.02%) (74.11%) (43.11%)
Per Common Share
Net Income (Loss) $ (0.02) $ (0.02) $ (0.03) $ (0.07) $ (0.03)
Dividends -0- -0- -0- -0- -0-
Book Value $ .14 $ .14 $ .12 $ 0.10 $ 0.08
Avg. Shares
Outstanding[1] 12,416,415 12,107,813 11,970,255 11,857,255 11,331,081
[1] Restated for 4:1 reverse stock split effective April 25, 1985.
Page 10 of 57<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Review of Operations
MINING
The Company owns or controls 43 contiguous patented and unpatented lode claims.
These claims amount to approximately 1,000 acres in the heart of the
historical Emery Mining District, Powell County, Montana. The Pioneer mines
located within this claim block accounted for more than 90% of the district's
total base and Nobel metal production. The Emery and Bonanza are the largest
of these Pioneer mines and both still contain mineralized material. During the
last eight years, extensive exploration work has been conducted in the Emery
Mining District by the Exxon Corporation, Freeport-McMoRan Gold Inc. Hecla
Mining Company and the Company. The Exxon and MPM efforts were initiated in
1984 and concluded in 1986 and 1987, respectively. Hecla's efforts were
initiated in 1991 and terminated in 1992.
The Company owns the Emery property and is purchasing the Bonanza property. To
date the Company has expended over $1.3 million on exploration and development,
lease payments and claims. In addition, over $532,000 has been expended by the
Company on vehicles and equipment, buildings and mill machinery. The Company
is negotiating with a number of mining companies for a future joint venture.
WASTE-TO-ENERGY
Construction in Italy of the first Skygas demonstration facility was completed
in December of 1991 by Skygas Venture partner USF Smogless S.p.A. Testing and
debugging began on January 17, 1992 and was concluded in June of 1993. The
Skygas process is a new innovative process for converting carbonaceous wastes
into a clean burning medium BTU fuel gas.
On March 2, 1990, the Company announced it had entered into an agreement with
USF Smogless S.p.A. of Milan, Italy and Xytel Technologies of Mt. Prospect,
Illinois for the purpose of commercializing the Skygas process. USF Smogless
agreed to finance, engineer, build and operate a full sized plant in Italy.
Using this facility Smogless has run tests utilizing refuse derived fuel (RDF),
medical and infectious waste, industrial sludge, auto fluff and various types
of biomass as feed material. Xytel agreed to handle all promotional work,
public relations, advertising, and marketing activities.
In July of 1993, the Company announced it had received a Letter of Intent from
Jowin Corporation, Taipei, Taiwan, Republic of China, to purchase one or two
Skygas plants at a cost of $8 - $10 million each. Management believes
negotiations will continue through the Second Quarter of 1995.
In September 1994, the Company announced that United States Filter Corp. had
acquired Laidlaw, Inc's interest in Smogless S.p.A. (renamed USF Smogless
S.p.A.). Laidlaw Inc. had purchased an 80% interest in Smogless in January
1993. To date, United States Filter Corp. has not made any commitments to the
Skygas venture or the Company.
In October 1994, the Company announced it had entered into a joint venture
agreement with Winnerway Industries (Holding) Co. Ltd. of Dong Guan City,
Guangdon Province, P.R.C. In June of 1993 the Company announced it had
received a Letter of Intent from Winnerway to purchase up to two Skygas plants.
In addition, Winnerway would become involved in promoting and expanding the
Skygas applications in ten Chinese cities. The plan would require construction
Page 11 of 57<PAGE>
of a minimum twenty Skygas plants with an estimated aggregate cost of $160
million.
In February of 1994, the Company announced that USF Smogless had reached an
agreement with steel producer Montello S.p.A. Bergamo of Montello, Italy to
build a pilot plant to convert auto fluff gas into clean burning fuel gas. The
plant will use Skygas' secondary reactor in conjunction with Montello's process
in thermal decomposition of auto fluff. In November 1994, the Company
announced that testing of the secondary reactor had begun. The testing phase
has since been delayed as a weak steel market in Europe forced Montello to
close. It is expected that the steel industry will strengthen in 1996.
Year ended 12/31/93 Compared to Year ended 12/31/92
During 1993, the primary source of revenue was interest on invested funds.
Funds for operations were provided primarily by existing cash reserves of
$286,118 and cash contributions from directors of $817,414. Reimbursements
from Xytel Technologies and Smogless relating to the Skygas venture were
$32,418.
During 1993, total cash reduction of debt was $238,715. Cash payments of
interest were $58,318. The Company did not obtain any additional debt financing
during 1993.
Net loss for 1993, 1992 and 1991 were $362,684; $817,804 and $383,578
respectively.
Operating Expenses for 1993, 1992 and 1991 were $284,571; $812,259 and $227,009
respectively. The decrease of 65% from 1992 to 1993 was due to no testing
activity at the Libby, Montana laboratory related to the Skygas process.
Non-Operating Expenses for 1993, 1992 and 1991 were ($127,789); ($161,648) and
($183,680) respectively. The 21% decrease from 1992 to 1993 is a result of
lower interest expense due to cash reduction of debt.
Contract Services for 1993 was $91,383 a decrease of 51.11% from 1992. This
decrease is a result of no expenses incurred from the Libby, Montana laboratory
relating to the Skygas process.
Professional Services for 1993 was $49,311 a decrease of 91.43% from 1992.
This decrease is a result of no grant of stock options to key employees,
officers or directors.
Travel & Entertainment expense was $14,799 in 1993 compared to $8,582 in 1992.
The increase of 42% is a result of an increase relating to negotiations in the
Peoples Republic of China regarding the Skygas process.
License, Taxes and Fees during 1993 were $10,313 compared to $18,929 during
1992 a decrease of 51.52%.
As of December 31, 1993, working capital was ($1,111,925) and cash available to
the firm was $286,118. The Company is relying on capital contributions and
proceeds from the sale of non-essential mining and Skygas equipment to cover
debt obligations.
Year ended 12/31/1994 Compared to Year ended 12/31/93
Page 12 of 57<PAGE>
Net loss for 1994, 1993 and 1992 were ($227,911); ($445,513); and ($817,804)
respectively.
Operating Expenses for 1994, 1993 and 1992 were $337,173; $417,400 and $812,259
respectively.
Non-Operating Expenses for 1994, 1993 and 1992 were ($79,125); ($127,871) and
($161,752) respectively.
Contract Services for 1994 was $82,500 compared to $91,383 in 1993.
Professional Services for 1994 was $77,157 compared to $91,383 in 1993.
Travel & Entertainment expense for 1994 was $35,822 compared to $14,799 in
1993. The increase is due to costs incurred during marketing of the Skygas
technology.
License, Taxes & Fees for 1994 was $60,071 compared to $10,313 in 1993. The
increase is a result of fees paid regarding Skygas and the Agreement For
License the MAW, dated July 21, 1988.
Legal and Accounting for 1994 was $41,760 compared to $25,588 in 1993. The
increase was due to an increase in patent costs related to the Skygas process.
Miscellaneous Expense for 1994 was $11,632 compared to $3,667 in 1993. The
increase is due to newly increased costs for mining claims set by the Bureau of
Land Management
Year Ended 12/31/95 Compared to Year Ended 12/31/94
Net loss for 1995, 1994 and 1993 were ($271,052); ($227,911); and ($445,513)
respectively.
Operating Expenses for 1995, 1994 and 1993 were $231,928; $337,173; and
$417,400 respectively.
Non-Operating Expenses for 1995, 1994 and 1993 were ($70,737); ($76,220); and
($121,913) respectively.
Contract Services for 1995 was $72,000 compared to $82,500 in 1994.
Professional Services for 1995 was $72,276 compared to $77,157 in 1994.
Travel & Entertainment for 1995 was $13,915 compared to $35,822 in 1994.
License, Taxes & Fees for 1995 was $4,937 compared to $60,071 in 1994.
Legal and Accounting for 1995 was $25,709 compared to $41,760 in 1994.
Miscellaneous Expense for 1995 was $13,463 compared to $11,632 in 1994.
Liquidity and Capital Resources
During 1995, the primary source of revenue was interest on invested funds.
Funds for operations were provided primarily by the existing cash reserves,
sale of company stock and cash contributions from Officers and Directors.
These funds were expended primarily for general operations of the Company. It
Page 13 of 57<PAGE>
is expected that the joint venture agreement with USF Smogless S.p.A. and Xytel
Technologies to develop the Skygas process will significantly reduce future
debt. Reimbursements from Xytel and Smogless are expected to be $70,000 during
1996. It is also expected that a joint venture agreement with a another mining
company will significantly reduce the expenditures required of the Company to
develop its mining properties.
Management is attempting to locate mining companies for a future joint venture,
but as of the date herein, has been unsuccessful.
The Company has completed an extensive up-date of all mining information
related to our properties and will continue to active market these properties
to various mining companies. The formation of a joint venture would reduce
expenses for property taxes, lease payments and insurance premiums.
Expenditures related to mining operations were minimal during 1995. At this
time, management projects no revenue from the Company's mining properties.
Management has oral agreements from banks and major shareholders that will
enable the Company to extend the payment terms of the loans payable to major
stockholders as well as renew short-term bank loans. Certain officers and
directors of the Company, namely Messrs Appleby, Smozanek, Katz and Luciano
have orally agreed to fund operations through cash contributions and have
orally agreed to personally secure all notes of the Company. The Company is
confident it will be able to extend the payment terms of the loans, as
historically over the past few years, this has been the case. The oral
agreements are not binding and are not legally enforceable as there are no
written agreements in place. Management believes its present and currently
anticipated sources of working capital for both short and long term purposes
are sufficient to sustain its anticipated growth.
Operational expenses of the Company are projected to be $500,000 during 1996.
Cash contributions from such Officers and Directors are expected to be $300,000
during 1996. During 1995, Messrs. Appleby, Smozanek, Katz, and Luciano,
contributed $260,463 in cash to the Company. Those amounts contributed during
1995 are as follows: Richard E. Appleby, $49,742; Alfred J. Luciano, $96,842;
Daniel D. Smozanek, $47,564; and Myron Katz, $66,315. Management believes that
the inability to obtain contributions from officers will have a material effect
on the financial condition and operations of the Company. Management at this
time does not have other specific plans to generate material revenue although
successful negotiations for sales of Skygas plants are expected during 1995.
Management anticipates that the formation of the Skygas venture will reduce
material expenses as each entity is responsible for costs equal to their
percentage of interest in the venture, e.g. the Company/NuPower 70%; USF
Smogless 15%; and Xytel Technologies 15%. The Company believes that during
1996 the venture will accelerate an aggressive marketing plan for the sale,
lease, option or a combination thereof of the Skygas process. Other than the
potential revenue to be derived from the Skygas process, Management has no
other specific plans or ability to generate material revenue in the next three
years. Management does intend to reduce material expenditures in the next
three years by selling tangible assets in order to reduce the principal on
debt, thereby reducing interest expense.
The Company also estimates receipts from the sale of certain Company assets,
including $200,000 for non-essential mining and milling equipment. Management
believes that the equipment will be sold at the fair market value as compared
to like equipment for sale in the market place. Receipts from such sales will
be used to reduce debt, fund operations and participation costs associated with
Page 14 of 57<PAGE>
the Skygas venture. As of the date herein, there are no firm contractual
commitments for the sale of such equipment. While management believes further
development of the Skygas project will enhance our position for potential
marketing and sales, there are no commitments requiring the Company to continue
to fund these activities at current levels.
Inflation
Since the Company did not engage in any mining operations, sales of metals or
metal bearing ores, and was only in the research and development stage of the
waste-to-energy process, inflation and changing prices did not materially
impact the financial performance of the Company. Management believes the daily
operation of the Company during 1995 were only nominally impacted by increasing
prices.
Compensated Absences
The Company has not adopted a policy regarding compensated absences, since the
Company has not had any employees. At such time as it is required that the
Company have employees, then the Company will adopt a policy, and provide for
their absences.
Federal or State Income Taxes
The Company has not made a provision for Federal or State income taxes, as the
Company has sustained losses from inception, and there are Net Operating Losses
available to offset substantial future income.
Item 8. Financial Statements and Supplementary Data
Financial Statements follow on the next page
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 15 of 57<PAGE>
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
Financial Statements
December 31, 1995 And 1994
-F1-<PAGE>
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Index to Financial Statements
* * * * * * *
Page
Independent Auditor's Report F3
Consolidated Balance Sheet As Of December 31, 1995
And 1994 F4-F5
Consolidated Statement Of Income (Loss) For The Years Ended
December 31, 1995, 1994 And 1993 And From
Inception To Date F6-F7
Consolidated Statement Of Stockholders' Equity From
Inception To December 31, 1995 F8-F11
Consolidated Statement Of Cash Flows For The Years
Ended December 31, 1995, 1994 And 1993 And From
Inception To Date F12-F15
Notes To Consolidated Financial Statements
December 31, 1995 F16-F26
F2-<PAGE>
To The Board of Directors
MPM TECHNOLOGIES, INC.
Spokane, Washington
INDEPENDENT AUDITOR'S REPORT
I have audited the consolidated statement of financial position of MPM
Technologies, Inc. (a Washington Corporation and a development stage Company)
and its subsidiaries as of December 31, 1995, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
consolidated financial statements based on my audit. The consolidated
statement of financial position of MPM Technologies, Inc. (formerly known as
Montana Precision Mining, Ltd.) as of December 31, 1994, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year ended December 31, 1994 and 1993, and from inception (May 1,
1983) through December 31, 1994, were audited by other auditors whose report
dated March 4, 1995, expressed an unqualified opinion on those consolidated
financial statements.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentations. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MPM Technologies,
Inc. and its subsidiaries as of December 31, 1995, and the results of its
operations, changes in stockholders' equity and cash flows for the year then
ended in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the ultimate
realization of the Company's investment in its mining properties and related
deferred exploration and development costs is dependent on obtaining sufficient
working capital to commence commercial ore production or to sell the properties
to another mining company. The ultimate outcome of the recoverablility of
these costs cannot presently be determined. Accordingly, the financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Terrence J. Dunne
Certified Public Accountant
Spokane, Washington
July 15, 1996<PAGE>
MPM TECHNOLOGIES, INC. Consolidated Balance Sheet
AND SUBSIDIARIES As of December 31, 1995 and 1994
(a Development Stage Company)
Spokane, Washington
ASSETS
1995 1994
----------- -----------
CURRENT ASSETS:
Cash (Note 2) $ 138,675 $ 104,164
Prepaid Insurance 6,094 6,094
Receivables 25,440 15,010
----------- -----------
Total Current Assets 170,209 125,268
----------- -----------
PROPERTY, PLANT, & EQUIPMENT: (Note 2)
Land 70,000 70,000
Mining Claims (Note 3) 48,600 48,600
Mining Leases (Note 3) 5,437 5,437
Buildings 133,005 133,005
Mill Machinery 289,063 289,063
Vehicles & Equipment 114,115 110,615
Leasehold Improvements -0- 47,311
Software 3,258 3,258
----------- -----------
Total Property, Plant & 663,478 707,289
Equipment
Less Accumulated
Depreciation And
Amortization 332,117 368,761
----------- -----------
Net Property, Plant, 331,361 338,528
& Equipment
OTHER ASSETS:
Deferred Exploration and
Development Costs (Notes 1) 1,195,466 1,195,466
Note Receivable 275,000 275,000
Licenses, Net of
Amortization of $5,344 and
$4,008 Respectively (Note 2) 28,745 30,282
Advance Minimum Royalties
(Note 2) 50,750 50,750
Mineralized Material in
Place (Note 3) 10 10
----------- -----------
Total Other Assets 1,549,971 1,551,508
----------- -----------
TOTAL ASSETS $ 2,051,541 $ 2,015,304
=========== ===========
The Accompanying Notes Are An Integral Part Of These Financial Statements
-F4-<PAGE>
MPM TECHNOLOGIES, INC. Consolidated Balance Sheet
AND SUBSIDIARIES As of December 31, 1995 and 1994
(a Development Stage Company)
Spokane, Washington
LIABILITIES AND STOCKHOLDERS' EQUITY
1995 1994
------------ ------------
CURRENT LIABILITIES:
Accounts Payable $ 14,356 $ 20,356
Notes Payable (Note 4) 533,951
755,060
Notes Payable to Related Parties
(Note 4) 314,765 260,748
Interest Payable-Related (Note 4) 129,997 129,997
Interest Payable-Other -0- 6,571
------------ ------------
Total Current Liabilities 993,069 1,172,732
------------ ------------
MINORITY INTEREST (Note 6):
Minority Interest in Consolidated
Entities (687,185) (774,822)
------------ ------------
COMMITMENTS (Note 7)
STOCKHOLDERS' EQUITY:
Common Stock, $0.001 Par Value,
50,000,000 Shares Authorized,
12,842,176 shares and 12,385,259
Shares Outstanding
December 31, 1995 and
1994 Respectively (Notes 6 & 8) 12,842 12,385
Additional Paid-in Capital 5,998,967 5,600,109
Deficit Accumulated During The
Exploration and Development
Stage (4,266,152) (3,995,100)
------------ ------------
Total Stockholders' Equity 1,745,657 1,617,394
TOTAL LIABILITIES, MINORITY INTEREST,
AND STOCKHOLDERS' EQUITY $ 2,051,541 $ 2,015,304
============ ============
The Accompanying Notes Are An Integral Part Of These Financial Statements
-F5-<PAGE>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Income
AND SUBSIDIARIES (Loss) For The Years Ended
(a Development Stage Company) December 31, 1995, 1994, 1993,
Spokane, Washington And From Inception (May 1, 1983)
To Date
Inception
To
1995 1994 1993 Date
-------- -------- -------- -----------
REVENUE:
Management Fees-Related Party
(Note 7) $ -0- $ -0- $ -0- $ 77,000
Sale of Equipment -0- 200,147 -0- 200,147
-------- -------- -------- -----------
Total Revenues -0- 200,147 -0- 277,147
-------- -------- -------- -----------
SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES:
Bank Service Fee 35 84 245 2,744
Contract Labor 72,000 82,500 91,383 1,295,124
Depreciation and Amortization 12,399 21,446 72,907 522,352
Dues and Subscriptions 457 4,697 5,357 38,359
Employee Benefits -0- -0- -0- 3,704
Equipment Rental -0- -0- -0- 24,056
Exploration Expense -0- -0- 132,829 132,829
Freight -0- -0- -0- 10,553
Insurance 11,417 12,531 12,939 127,775
Legal and Accounting 25,709 41,760 25,588 303,771
Licenses, Taxes, and Fees 4,937 60,071 10,313 147,268
Miscellaneous 13,463 11,632 3,667 112,133
Office Expense and Postage 19,593 22,269 17,453 176,715
Professional Services 72,276 77,157 49,311 1,000,546
Public Relations and Finders Fee -0- -0- -0- 72,763
Rent - Office (Note 7 and 9) 3,418 4,529 4,021 163,938
Repairs and Maintenance 607 -0- 1,158 51,658
Research and Development -0- -0- -0- 447,111
Telephone and Utilities 1,962 2,817 2,233 54,792
Transfer Fees and Costs 5,171 2,251 4,075 36,114
Travel and Entertainment 13,915 35,822 14,799 234,032
Watchman 1,550 1,560 1,540 30,632
Reimbursed Expenses (26,981) (43,953) (32,418) (448,152)
-------- -------- -------- -----------
Total Expenses 231,928 337,173 417,400 4,540,817
-------- -------- -------- -----------
(LOSS) BEFORE
NON-OPERATING ITEMS (231,928) (137,026) (417,400) (4,263,670)
-------- -------- -------- -----------
NON-OPERATING INCOME (EXPENSE):
Interest Income 1,887 2,905 82 33,292
Interest (Expense) (68,257) (79,125) (127,871) (1,032,671)
Other -0- -0- -0- 42,965
Forgiveness of Debt
By Related Parties
(See Note 13) (4,367) -0- 5,876 101,509
Gain On Sale of Securities -0- -0- -0- 6,160
-------- -------- -------- -----------
Total Non-operating
Income (Expense) (70,737) (76,220) (121,913) (848,745)
-------- -------- -------- -----------
(Continued)
- -F6- The Accompanying Notes Are An Integral Part Of These Financial Statements<PAGE>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Income
AND SUBSIDIARIES (Loss) For The Years Ended
(a Development Stage Company) December 31, 1995, 1994, 1993,
Spokane, Washington And From Inception (May 1, 1983)
To Date (Continued)
Inception
To
1995 1994 1993 Date
--------- --------- --------- -----------
(LOSS) BEFORE TAXES AND
SUBSIDIARY LOSS (302,665) (213,246) (539,313) (5,112,415)
Income Taxes -0- -0- -0- (768)
Minority Interest In Subsidiary
Loss (Gain) 31,613 (14,745) 43,800 859,447
Equity in Loss of Unconsolidated
Subsidiary -0- -0- -0- (12,416)
--------- --------- --------- -----------
NET (LOSS) $ (271,052) $(227,991) $(495,513) $(4,266,152)
========= ========= ========= ===========
NET (LOSS) PER SHARE (Note 2) $ (0.02) $ (0.02) $ (0.04) $ (0.39)
========= ========= ========= ===========
The Accompanying Notes Are An Integral Part Of These Financial Statements
-F7-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of
AND SUBSIDIARIES Stockholders' Equity For The
(a Development Stage Company) Period From Inception (May 1,
Spokane, Washington 1983) To December 31, 1995
Deficit
Accumulated
Additional During
Common Stock Paid-In Treasury Stock Exploratory
Shares Amount Capital Shares Amount Stage Total
------------ ------------ ----------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, May 1,
1983 -0- $ -0- $ -0- -0- $ -0- $ -0- $ -0-
Stock Issued for
Cash, July 1983,
$0.01 Per Share 400,000 4,000 -0- -0- -0- -0- 4,000
Stock Issued for
Mining Claims and
Leases, April 1985
and January 1986,
$.015 Per Share 30,130,328 471,397 -0- -0- -0- -0- 471,397
4:1 Reverse Stock
Split (Note 6) (22,897,746) -0- -0- -0- -0- -0- -0-
Change From No-Par
To $0.001 Par
(Note 6) -0- (467,764) 467,764 -0- -0- -0- -0-
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1983 7,632,582 7,633 467,764 -0- -0- -0- 475,397
Stock Issued for
Cash, March 1984,
$0.08Per Share 937,500 938 74,062 -0- -0- -0- 75,000
Costs of Offering -0- -0- (9,081) -0- -0- -0- (9,081)
Net Income -0- -0- -0- -0- -0- 4,349 4,349
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1984 8,570,082 8,571 532,745 -0- -0- 4,349 545,665
Net (Loss) -0- -0- -0- -0- -0- (115,602) (115,602)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1985 8,570,082 8,571 532,745 -0- -0- (111,253) 430,063
Stock Issued for
Cash, July 1986,
$0.60Per Share 705,211 705 422,415 -0- -0- -0- 423,120
Costs of Offering -0- -0- (9,848) -0- -0- -0- (9,848)
Stock Issued for Cash
December 1986:
$0.60 per Share 166,667 167 99,833 -0- -0- -0- 100,000
$1.00 per Share 100,000 100 99,900 -0- -0- -0- 100,000
Net (Loss) -0- -0- -0- -0- -0- (133,173) (133,173)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1986 9,541,960 9,543 1,145,045 -0- -0- (244,426) 910,162
Prior Period Adjust-
ment (Note 9) -0- -0- -0- -0- -0- (12,416) (12,416)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1986 as
Restated 9,541,960 9,543 1,145,045 -0- -0- (256,842) 897,746
</TABLE>
(Continued)
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F8-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of
AND SUBSIDIARIES Stockholders' Equity For The
(a Development Stage Company) Period From Inception (May 1,
Spokane, Washington 1983) To December 31, 1995
(Continued)
Deficit
Accumulated
Additional During
Common Stock Paid-In Treasury Stock Exploratory
Shares Amount Capital Shares Amount Stage Total
---------- ------------ ----------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December
31, 1986 as
Restated 9,541,960 9,543 1,145,045 -0- -0- (256,842) 897,746
Stock Issued for:
Services, February
1987, $0.60 per
Share 21,784 22 13,048 -0- -0- -0- 13,070
Services, March
1987, $0.60 per
Share 6,660 6 3,990 -0- -0- -0- 3,996
Cash, April-Sept 1987,
$1.40 per Share 576,123 576 805,999 -0- -0- -0- 806,575
Services, June 1987
$1.40 per Share 3,699 4 5,175 -0- -0- -0- 5,179
Buildings, Land,
Equipment, Mining
Leases, July 1987,
$1.06 per Share 761,548 762 809,151 -0- -0- -0- 809,913
Increased Partnership
Interest, October 1,
1987, $0.10 per
Share (Note 2) 269,167 269 (45,367) -0- -0- -0- (45,098)
Treasury Stock
Acquired -0- -0- -0- (237,900) -0- -0- -0-
Net (Loss) -0- -0- -0- -0- -0- (301,868) (301,868)
---------- ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1987 11,180,941 $ 11,182 $ 2,737,041 (237,900) $ -0- $ (558,710) $ 2,189,513
Stock Issued for Services
February 1988, $1.40
per share 683 1 955 -0- -0- -0- 956
September 1988, $1.50
per share 200 -0- 300 -0- -0- -0- 300
Sale of Treasury Stock -0- -0- 1,272 20,000 -0- -0- 1,272
Net (Loss) -0- -0- -0- -0- -0- (446,594) (446,594)
---------- ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1988 11,181,824 11,183 2,739,568 (217,900) -0- (1,005,304) 1,745,447
Stock Issued for:
Assets, Sept 1989
$0.90 per share 1,000 1 899 -0- -0- -0- 900
Operating Expenses,
May-Dec 1989 8,200 8 6,647 -0- -0- -0- 6,655
Net (Loss) -0- -0- -0- -0- -0- (549,042) (549,042)
---------- ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1989 11,191,024 11,192 2,747,114 (217,900) -0- (1,554,346) 1,203,960
</TABLE>
(Continued)
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F9-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of
AND SUBSIDIARIES Stockholders' Equity For The
(a Development Stage Company) Period From Inception (May 1,
Spokane, Washington 1983) To December 31, 1995
(Continued)
Deficit
Accumulated
Additional During
Common Stock Paid-In Treasury Stock Exploratory
Shares Amount Capital Shares Amount Stage Total
------------ ------------ ----------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December
31, 1989 11,191,024 11,192 2,747,114 (217,900) -0- (1,554,346) 1,203,960
Stock Issued for:
Services -0- -0- 1,000 -0- -0- -0-
Operating Expenses,
Jan, 1990 $0.47 200 -0- 94 -0- -0- -0- 94
June, 1990 $0.81 27,231 27 22,098 -0- -0- -0- 22,125
Oct, 1990 $1.25 5,000 5 6,245 -0- -0- -0- 6,250
Patents
Oct, 1990 $1.25 8,000 8 9,992 -0- -0- -0- 10,000
Cash 4th Quarter
$1.25 per share 188,456 189 235,319 -0- -0- -0- 235,508
Net (Loss)
(See Note 9) -0- -0- -0- -0- -0- (515,868) (515,868)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1990 11,419,911 11,421 3,020,862 (216,900) -0- (2,070,214) 962,069
Stock Issued for:
Cash St. Quarter 16,500 16 20,609 -0- -0- -0- 20,625
Operating Expenses,
Sept, 1991 $1.00 1,000 1 999 -0- -0- -0- 1,000
Oct., 1991 $0.905 10,000 10 9,040 -0- -0- -0- 9,050
Recision of
Treasury Stock
2nd Quarter -0- -0- -0- 216,900 -0- -0- -0-
Contributed
Capital From
Directors -0- -0- 208,036 -0- -0- -0- 208,036
Net (Loss) -0- -0- -0- -0- -0- (383,578) (383,578)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1991 11,447,411 11,448 3,259,546 -0- -0- (2,453,792) 817,202
Stock Issued For:
Reduction of
Debt 3rd Quarter 50,262 50 26,338 -0- -0- -0- 26,388
(Note 6)
Cash 4th Quarter 40,000 40 3,960 -0- -0- -0- 4,000
Exercise of 1990
Option
(see note 6) 435,912 436 (436) -0- -0- -0- -0-
Options Granted For
Services -0- -0- 533,975 -0- -0- -0- 533,975
Contributed
Capital From
Directors -0- -0- 467,290 -0- -0- -0- 467,290
Net (Loss) -0- -0- -0- -0- -0- (817,804) (817,804)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, Dec
31, 1992 11,973,585 $ 11,974 $ 4,290,673 -0- $ -0- $(3,271,596) $1,031,051
</TABLE>
(continued)
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F10-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of
AND SUBSIDIARIES Stockholders' Equity For The
(a Development Stage Company) Period From Inception (May 1,
Spokane, Washington 1983) To December 31, 1995
(Continued)
Deficit
Accumulated
Additional During
Common Stock Paid-In Treasury Stock Exploratory
Shares Amount Capital Shares Amount Stage Total
------------ ------------ ----------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December
31, 1992 11,973,585 11,974 4,290,673 -0- -0- (3,271,596) 1,031,051
Stock Issued for:
Cash
St. Qtr. $0.10 90,000 90 8,910 -0- -0- -0- 9,000
2nd Qtr. $1.25 1,000 1 1,249 -0- -0- -0- 1,250
3rd Qtr $0.10 10,000 10 990 -0- -0- -0- 1,000
Operating Expenses 10,000 10 12,690 -0- -0- -0- 12,700
Exercise of
1990 Options 2,000 2 (2) -0- -0- -0- -0-
Contributed Capital
From Directors -0- -0- 816,124 -0- -0- -0 816,124
Contributed Capital
Other -0- -0- 1,250 -0- -0- -0- 1,250
Net (Loss) -0- -0- -0- -0- -0- (495,513) (495,513)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1993 12,086,585 12,087 5,131,884 -0- -0- (3,767,109) 1,376,862
------------ ------------ ----------- ----------- ---------- ------------ -----------
Stock Issued For:
Cash
$0.97 50,000 50 48,550 -0- -0- -0- 48,600
$0.88 30,000 30 26,430 -0- -0- -0- 26,460
$0.97 65,574 66 63,574 -0- -0- -0- 63,640
Operating Expenses 12,800 13 39,987 -0- -0- -0- 40,000
Prepaid Expenses 12,800 13 39,987 -0- -0- -0- 40,000
Reduction of
Debt 8,380 8 29,992 -0- -0- -0- 30,000
Operating Expenses 9,120 9 32,706 -0- -0- -0- 32,715
Options 110,000 110 10,890 -0- -0- -0- 11,000
Contributed Capital
From Directors -0- -0- 176,108 -0- -0- -0- 176,108
Net (Loss) -0- -0- -0- -0- -0- (227,991) (227,991)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1994 12,385,259 12,386 5,600,108 -0- -0- (3,995,100) 1,617,394
------------ ------------ ----------- ----------- ---------- ------------ -----------
Contributed Capital
From Directors -0- -0- 190,752 -0- -0- -0- 190,752
Stock Issued for:
Cash
July $0.97 82,580 83 79,917 -0- -0- -0- 80,000
Sept $0.87 115,077 115 99,885 -0- -0- -0- 100,000
Oct. $0.95 159,260 159 151,804 -0- -0- -0- 151,963
Investment In
NuPower 100,000 100 (119,349) -0- -0- -0- (119,249)
Stock Registration
Fees (4,151) -0- -0- -0- (4,151)
Net (Loss) -0- -0- -0- -0- -0- (271,052) (271,052)
------------ ------------ ----------- ----------- ---------- ------------ -----------
Balances, December
31, 1995 12,842,176 $ 12,843 $ 5,998,966 $ -0- $ -0- $(4,266,152) $1,745,657
============ ============ =========== =========== ========== ============ ===========
</TABLE>
The Accompanying Notes Are An Integral Part of These Financial Statements
- -F11-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Cash Flows
AND SUBSIDIARIES For The Years Ended December 31,
(a Development Stage Company) 1995, 1994, And 1993 And From
Spokane, Washington Inception (May 1, 1983) To Date
<S> <C> <C> <C> <C>
Inception
To
1995 1994 1993 Date
----------- ------------ ------------ -------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (271,052) $(227,991) $(495,513) $(4,266,152)
Noncash Expenses, Revenues, Losses,
and Gains Included in Income:
Depreciation and Amortization 12,399 21,446 72,907 529,597
Forgiveness of Debt 4,367 -0- (5,876) (101,509)
Minority Interest (31,612) 14,745 (43,800) (847,029)
Loss (Gain) on Sale of
Equipment -0- (200,147) -0- (199,220)
Stock Granted for Operating
Expenses -0- 72,715 12,700 154,090
Stock Options Issued for
Services -0- -0- -0- 533,975
Accrued Interest Payable
Converted to Debt -0- -0- -0- 56,631
Net (Increase)/Decrease in:
Accounts Receivable (10,430) (2,908) -0- (13,338)
Prepaid Insurance -0- (2,031) 797 (6,093)
Stock Issued for Prepaid
Expenses -0- 40,000 -0- 40,000
Net Increase/(Decrease) in:
Accounts Payable (6,001) (24,000) (3,055) 17,330
Interest Payable (6,571) 6,571 19,946 129,997
----------- ------------ ------------ -------------
Net Cash Flows Used
By Operating Activities (308,900) (301,600) (441,894) (3,971,721)
----------- ------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Additions)/Reductions of:
Mining Claims -0- -0- -0- (10,728)
Deferred Exploration and
Development Costs -0- -0- 132,829 (485,000)
Property, Plant and Equipment (3,500) -0- -0- (299,455)
Mining Leases -0- -0- -0- (5,330)
Leasehold Improvements -0- -0- -0- (9,357)
Patents and Licenses (195) (726) (2,126) (72,856)
Advance Minimum
Royalties -0- (25,000) -0- (52,591)
Partnership Investment 119,249 -0- -0- 90,749
Organization Costs -0- -0- -0- (1,296)
Proceeds from:
Sale of Equipment -0- 286,875 -0- 296,876
Redemption of Bonds and
Deposits -0- -0- -0- 3,091
Loans Made -0- (275,000) (12,102) (395,456)
Less Repayments -0- -0- 14,969 108,354
----------- ------------ ------------ -------------
Net Cash Provided (Used)
By Investing Activities 115,554 (13,851) 133,570 (832,999)
----------- ------------ ------------ -------------
</TABLE>
(Continued)
The Accompanying Notes Are An Integral Part of These Financial Statements
- -F12-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Cash Flows
AND SUBSIDIARIES For The Years Ended December 31,
(a Development Stage Company) 1995, 1994, And 1993 And From
Spokane, Washington Inception (May 1, 1983) To Date
(Continued)
<S> <C> <C> <C> <C>
Inception
To
1995 1994 1993 Date
----------- ------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of Short-Term Debt -0- -0- -0- 2,283,112
Payments to Settle Debt (171,458) (194,048) (238,715) (1,609,987)
Issuance of Long-Term Debt -0- -0- -0- 288,184
Sale of Treasury Stock -0- -0- -0- 1,272
Contributed Capital 190,752 176,108 817,374 1,859,560
Issuance of Common Stock 208,563 149,700 11,250 2,119,412
----------- ------------ ------------ -------------
Net Cash Provided By Financing
Activities 227,857 131,760 589,909 4,941,553
----------- ------------ ------------ -------------
Net Increase (Decrease) in Cash 34,511 (183,691) 281,585 138,675
Beginning Cash Balance 104,164 287,855 6,270 -0-
----------- ------------ ------------ -------------
Ending Cash Balance $ 138,675 $ 104,164 $ 287,855 $ 138,675
=========== ============ ============ =============
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F13-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Cash Flows
AND SUBSIDIARIES For The Years Ended December 31,
(a Development Stage Company) 1995, 1994, And 1993 And From
Spokane, Washington Inception (May 1, 1983) To Date
(Continued)
SUPPLEMENTAL CASH FLOW INFORMATION:
<S> <C> <C> <C>
1995 1994 1993
---------- ----------- -----------
Noncash Investing And Financing Activities
Issuance of 100,000 shares of
previously unissued common
stock for partnership interest $ 62,500
Issuance of 8,380 shares of
previously unissued common
stock to satisfy debt obligation. $ 30,000
Issuance of 34,720 shares of
previously unissued common stock
for operating expenses. $ 112,715
Forgiveness of debt -related party ($4,367) $ 5,876
Issuance of 10,000 shares of
previously unissued common stock
for operating expenses $ 12,700
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F14-<PAGE>
<TABLE>
<CAPTION>
MPM TECHNOLOGIES, INC. Consolidated Statement Of Cash Flows
AND SUBSIDIARIES For The Years Ended December 31,
(a Development Stage Company) 1995, 1994, And 1993 And From
Spokane, Washington Inception (May 1, 1983) To Date
(Continued)
SUPPLEMENTAL CASH FLOW INFORMATION (continued):
<S> <C> <C> <C>
Interest Payments 1995 1994 1993
---------- ----------- -----------
The Company made cash payments
of interest in each year ended
December 31. $ 74,828 $ 72,554 $ 58,318
<CAPTION>
During the respective years, the Company issued common stock for Assets and Partnership
interests, and assumed debt for those assets as follows:
<S> <C> <C> <C> <C>
Inception
To
1995 1994 1993 Date
---------- ---------- ---------- -----------
Assets $ -0- $ -0- $ -0- $1,282,210
Partnership Interests (119,249) -0- -0- (91,841)
Costs incurred which were
Capitalized -0- -0- -0- (5,179)
Long Term Debt Assumed In
The Acquisition Of Assets -0- -0- -0- (51,449)
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
- -F15-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 1 - ORGANIZATION
Company Business
The Company was incorporated as Okanogan Development, Inc. on July 18, 1983
under the laws of the State of Washington. It was formed primarily for the
purpose of investing in real estate and interests in real estate. On April 25,
1985, the Company combined with MADD Exploration, a Montana partnership, and
changed its name to Montana Precision Mining, Ltd. In August 1995, the Company
changed its name to MPM Technologies, Inc. As a result of the combination, the
Company acquired mining properties, and since that time has been engaged in the
development of those properties and further exploration for minerals. Prior to
the acquisition of the mining properties from MADD Exploration, which began
operations on May 1, 1983 (Notes 3 and 7), the partners of MADD had expended
approximately $2.25 million in exploration and development of the properties
and the construction of a 200 ton per day mill. Since April 30, 1985, the
partners in MADD have become officers and directors of the Company and
subsequently advanced additional funds for further development and operation of
the properties. (Notes 4 and 7). The mining claims are located in Powell
County, Montana.
Deferred Exploration and Development Costs
The Company capitalizes those costs of exploration and development (incurred or
acquired) which, in the opinion of management, benefit future periods. These
costs will be used to offset future production on the properties or will be
written off if the related property is abandoned, or if data does not delineate
a commercial ore body. These costs do not exceed net realizable value. The
computations used in this analysis are extracted from the engineering and
geological data supplied by independent professionals, and from continuing
joint venture analysis. All general and administrative costs are expensed as
incurred (see below).
Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern. The Company has sustained substantial losses
in recent years and used substantial amounts of working capital. Current
liabilities exceed current assets by approximately $822,860 as of December 31,
1995.
The principal asset of the Company is Deferred Exploration and Development
Costs ($1,195,465 and $1,195,465 at December 31, 1995, and 1994 respectively)
related to the Company's mining properties. The recovery of these costs is
based on the successful future development and production of the related
properties. Should these costs not be recoverable, doubt arises about the
continued existence of the Company. Management believes this likelihood is
mitigated by its continued negotiations with major mining companies to form a
joint venture to develop these properties. Also, management believes that
geological, geophysical and engineering data to date has identified mineralized
material in place which are in commercial quantities to be of value, and which
would attach to the properties if disposed (Note 3).
-F16-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 1 - ORGANIZATION (Continued)
Going Concern (Continued)
Management also believes the agreement with Xytel Technologies and Smogless,
S.p.A. to develop and build a commercial Skygas plant in Europe is of value and
will significantly reduce the Company's expenditures related to its waste-to-
energy program.
In view of these matters, the continuation of the Company as a going concern is
dependent upon the Company's ability to meet its financing requirements, and
the success of its future operations. Management believes that actions
presently being taken to form a joint venture, to develop the Company's mining
properties and the agreement with Xytel Technologies and Smogless, S.p.A.,
provide the opportunity for the Company to continue as a going concern.
Mining Properties
On April 25, 1985, the shareholders of the Company approved the acquisition of
50% of the interest owned by the partners of MADD Exploration (a Montana
partnership and a related party) in certain mining claims and leases located in
the Zosell Mining District, Powell County, Montana by issuance of 4,616,252
shares (after giving effect to the 4:1 split) of the Company's previously
unissued common stock (Note 6). The interests acquired pursuant to this
approval had previously been purchased, leased or staked by the partners of
MADD Exploration. The Company also assumed a liability related to the patented
mining claims and the mineral interests acquired on the patented mining claims
(Note 5). On January 20, 1986, the partners of MADD exercised an option
allowing them to transfer an additional 42% of their interest in those claims
and leases in exchange for 2,800,000 additional shares (after giving effect to
the 4:1 split) of the Company's previously unissued common stock. The
financial statements have been retroactively restated as if these transactions
had occurred at the beginning of all periods presented. All assets acquired
were recorded at the carry-over cost basis to the partners of MADD Exploration.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts of MPM
Technologies, INC. and its subsidiaries, MPM Mining, Inc., NuPower, Inc. and
NuPower (a General Partnership). Intercompany items and transactions between
companies have been eliminated.
MPM Mining, Inc., a wholly owned subsidiary, was formed during 1987 to conduct
the company's mining operations. As of December 31, 1995, MPM Mining, Inc. had
not yet begun operations.
NuPower Inc., a wholly owned subsidiary, was formed during 1986 to conduct the
company's waste-to-energy operations. As of December 31, 1995, NuPower Inc.
had not yet begun operations.
-F17-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Consolidation (Continued)
NuPower, a 58.21% owned partnership, is engaged in the research and development
of an electrothermal gasification process which would be utilized primarily in
the waste-to-energy field, although the process is expected to have
applications in other areas. The partnership was formed in 1986.
During 1995, the Company issued 100,000 shares of previously unissued common
stock to acquire an additional 7.21 percent interest in NuPower Partnership
from an unrelated partner. This stock had a fair market value of $62,500, but
the acquired interest had a deficit capital account balance from the former
partner of $119,249.
During 1987, the company acquired an additional 36% interest in NuPower in
exchange for 269,167 shares of its previously unissued common stock. This
acquisition increased the company's interest in NuPower from 15% to 51%. As
other partners in NuPower include officers and directors of the company, the
acquisition has been treated as a related party transaction (Note 7).
Property and Depreciation
Property and equipment are stated at cost. Depreciation is provided primarily
using the straight-line method over estimated useful lives, as determined by
management. Major improvements and betterments to existing property and
equipment are capitalized. Expenditures for repairs and maintenance which do
not extend the useful lives of the applicable assets are charged to operations
as incurred. Leasehold improvements relate to the "Skygas" project and are
amortized over 7 years.
Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Bonding Deposit
To satisfy various requirements of the state of Montana and the United States
Forest Service regarding surety bonds, the Company has on deposit certificates
of deposit for these purposes. The interest on the certificates accrues to the
Company.
Expense Reimbursements
Expenses which have been reimbursed by other companies or joint venturers are
recorded in the Statement of Operations as a single line item, and not offset
against the individual expense accounts. Reimbursements, specifically from
Xytel and Smogless, include License Fees and Patent costs.
-F18-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Income Per Share
Net income/(loss) per share is computed based on the weighted average number of
shares outstanding during the period (after giving effect to the 4:1 reverse
stock split) as follows (Note 6):
Number of Shares Period
12,416,415 Year Ended December 31, 1995
12,107,813 Year Ended December 31, 1994
11,939,568 Year Ended December 31, 1993
10,491,301 Inception to December 31, 1995
Licenses
The Company has a license from A. C. Lewis, the inventor of the "Skygas"
process, for the manufacture and construction of units.
Using the straight line method, capitalized license costs are amortized over
408 months.
Advance Minimum Royalties
Advance minimum royalties are amounts paid to property owners for the right to
explore and extract any mineralization present. The amounts paid will be
offset against the Company's lease agreement, which provides for a royalty on
the minerals extracted. These payments in advance of production are part of
the underlying lease, and are set at a minimum level to the property owner.
Advanced royalties were paid to A. C. Lewis related to the agreement for the
Skygas License dated July 21, 1988.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of the company's management estimates
for various accounts.
Concentration of Risk
As of December 31, 1995, the Company had cash deposits in excess of federally
insured limits. Cash accounts at banks are insured by FDIC for up to $100,000.
Amounts in excess of insured limits were $13,854.
-F19-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 3 - MINING CLAIMS
Patented
The Company acquired 92% of the mineral interests in five (5) patented claims,
referred to as the Emory Group owned by the partners of MADD Exploration. The
Company's interest is recorded at cost to the partners of MADD Exploration.
The Company currently owns eight patented mining claims in Montana as of
December 31, 1995. These claims are recorded at cost.
Unpatented
The Company owns 16 unpatented claims as of December 31, 1995
Leases
The Company leases 8 patented claims and 13 unpatented claims as of December
31, 1995
Mineralized Material
Management carries mineralized material in an amount of $10 on the balance
sheet as a nominal amount for purposes of disclosure.
A mineral deposit or mineralized material is a mineralized underground body
which has been intersected by sufficient closely spaced drill holes and or
underground sampling to support sufficient tonnage and average grade of
metal(s) to warrant further exploration-development work. This deposit does
not qualify as a commercially mineable ore body (reserves), as prescribed under
Commission standards, until a final and comprehensive economic, technical, and
legal feasibility study based upon the test results is concluded.
(Forward to next page)
-F20-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 4 - NOTES PAYABLE
Due Date 1995 1994
--------- ---------
Alfred Luciano,(director of
the Company) unsecured,
interest at 11%, due on demand $ 6,827 $ 6,827
Rudolph Bottiglione, (partner-
NuPower) unsecured, interest
at 11%, due on demand.
25,000 25,000
Richard Appleby, (director of
the Company) unsecured, interest
at 11%, due on demand
129,682 129,682
Michael Luciano, (partner-
NuPower) unsecured, interest
at 11%, due on demand
35,000 55,000
Myron Katz, (director of the
Company) unsecured, interest
at 11%, due on demand
52,139 30,053
Daniel D. Smozanek, (director of
the Company) unsecured, interest
at 11%, due on demand 66,117 14,186
--------- ---------
$ 314,765 $ 260,748
========= =========
On August 13, 1987, the principal shareholders subordinated their loans to
outside creditors and claims, if any, by other shareholders to the Company.
Unpaid interest on the notes payable to the former partners of MADD Exploration
totaled $ 17,452 as of December 31, 1995 and $10,881 as of December 31, 1994.
(Continued)
-F21-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 4 - NOTES PAYABLE (Continued)
Accrued interest to related parties totaled $129,997 at December 31, 1995 and
$129,997 at December 31, 1994.
Others
1995 1994
------------ ------------
Notes payable to First Morris
Bank of New Jersey, with
interest at prime plus 1%,
payable on demand $434,000 $629,000
Note payable to First National
Bank of Libby, MT, with interest
at prime plus 1%, payable on
demand 99,951 126,060
------------ ------------
$ 533,951 $ 755,060
============ ============
NOTE 5- RELATED PARTY TRANSACTIONS
The Company contracts for its shareholder relations services with a
shareholder, and officer of the Company. Fees paid to this related party for
services for 1993, 1994, and 1995 were, $39,600, $39,600, and $41,350
respectively.
The Company acquired a mill, land, equipment, and mining properties, has
assumed certain notes and contracts, and borrowed funds from MADD Exploration,
which is a related party. The four partners of MADD are all officers and
directors of the Company (Notes 1, 2, 4, 5 and 9).
Related party notes payable are listed in Note 4.
NOTE 6 - MINORITY INTEREST IN CONSOLIDATED ENTITIES
NuPower, a general partnership, is 58.21% owned by the Company. Since the
Company has the 58.21% ownership and significant control, it is consolidated
for financial statements purposes. The Corporate subsidiary, MPM Mining, Inc.
is inactive, and has no assets or operations.
The "less than 50% partners" of NuPower partnership are liable for the
accumulated deficit balances in their collective partnership equity accounts
pursuant to the general partnership rules, as well as specific agreements.
Under these guidelines, the Company has recorded on its books the accumulated
deficit in the "Minority Interest in Consolidated Entities" line item.
-F22-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 7 - COMMITMENTS
Mining Leases
The Company entered into certain mining lease agreements. The following
schedule of future minimum lease payments required under lease agreements that
have initial or remaining noncancelable lease terms in excess of one year for
the five years ending after December 31, 1995.
1996 $ 6,300
1997 6,300
1998 6,300
1999 6,300
2000 6,300
-------
$31,500
=======
Skygas Technology
The Company, through NuPower entered into an exclusive license rights agreement
with Skygas inventor, A. C. Lewis, whereby the Company agreed to pay Lewis the
sum of $72,000 annually through April 1, 2007. Following is a schedule of
payments for the five years ending after December 31, 1995.
1996 $ 72,000
1997 72,000
1998 72,000
1999 72,000
2000 72,000
--------
$360,000
========
-F23-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 8 - STOCK OPTION PLAN
On May 22, 1990, the shareholders of the Company voted to approve a stock
options plan for selected key employees, officers and directors of the Company.
The plan is administered by a Compensation Committee of the Board of Directors
(the "committee"), consisting of those directors of the Company and individuals
who are elected annually by the Board of Directors to the committee. The Board
of Directors has chosen one of the Company's directors and one outside
individual to serve on the Committee. No director eligible to receive options
under the plan may vote upon the granting of an option or Stock Appreciation
Rights (SAR) to himself or herself or upon any decision of the Board of
Directors or the committee relating to the Plan. Generally, the plan provides
that the terms under which options may be granted are to be determined by a
Committee subject to certain requirements, as follows: (1) the exercise price
will be not less than 100% of the market price per share of the Common Stock of
the Company at the time an Incentive Stock Option is granted, or as established
by the Committee for Non-qualified Stock Options or Stock Appreciation Rights;
and (2) the option purchase price will be paid in full on the date of purchase.
The Plan provides that options may be transferred only by will or by the laws
of descent and distribution and may be exercised during the optionee's lifetime
only by the optionee or by the optionee's guardian or legal representative. No
options have yet been issued. A maximum of 2,130,000 shares were approved by
the shareholders for allocation to such stock option plan.
Pursuant to the above option plan, on January 2, 1992, and on April 9, 1992,
the Company, respectively granted options to purchase 806,000 (the fair market
value was $1.00) and 403,000 shares of stock (the fair market value was $1.25)
to officers of the company for professional services performed in the past (the
officers are not payroll employees of the company). The fair market value was
discounted by 50%, per the instructions of the Committee, due to trading
restrictions. The difference between the discounted fair market value and the
exercise price of $0.10 per option amounted to $533,975, and was expensed as
Professional Services.
Of the options granted, during the fourth quarter of 1992, an officer of the
company exercised options to purchase 40,000 shares of common stock for $4,000.
During 1993, officers of the Company exercised options to purchase 100,000
shares of common stock for $10,000.
During 1994, officers of the Company exercised options to purchase 110,000
shares of common stock for $11,000.
As of December 31, 1995, there are 921,000 shares available in the plan for
granting in the future.
-F24-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 9 - SEGMENT FINANCIAL DATA
The Company's operations are classified into three principal industry segments:
mining, waste-to-energy, corporate, and other. Following is a summary of
segment information for 1995, 1994, and 1993.
Year Ended December 31, 1995
Waste-to- Corporate 1995
Mining Energy And Other Total
---------- ---------- ---------- -----------
Net Sales $ -0- $ -0- $ -0- $ -0-
Depreciation and
Amortization $ 10,668 $ 1,731 $ -0- $ 12,399
Research and Development $ -0- $ -0- $ -0- $ -0-
Operating (Loss) $ (65,191) $ (68,826) $ (97,911) $(231,928)
Net (Loss) $ (63,304) $ (68,826) $(138,922) $(271,052)
Capital Expenditures $ -0- $ -0- $ -0- $ -0-
Identifiable Assets $1,552,586 $ 354,477 $ 144,478 $2,051,541
Year Ended December 31, 1994
Waste-to- Corporate 1994
Mining Energy And Other Total
---------- ---------- ---------- -----------
Net Sales $ 11,875 $ 188,272 $ -0- $ 200,147
Depreciation and
Amortization $ 10,668 $ 10,778 $ -0- $ 21,446
Research and Development $ -0- $ -0- $ -0- $ -0-
Operating (Loss) $ (52,652) $ 30,092 $(114,466) $(137,026)
Net (Loss) $ (49,747) $ 30,092 $(208,336) $(227,991)
Capital Expenditures $ -0- $ -0- $ -0- $ -0-
Identifiable Assets $1,559,754 $ 351,762 $ 103,788 $2,015,304
Year Ended December 31, 1993
Waste-to- Corporate 1993
Mining Energy And Other Total
---------- ---------- ---------- -----------
Net Sales $ -0- $ -0- $ -0- $ -0-
Depreciation and
Amortization $ 41,791 $ 31,116 $ -0- $ 72,907
Research and Development $ -0- $ -0- $ -0- $ -0-
Operating (Loss) $(200,501) $ (95,263) $(121,636) $(417,400)
Net (Loss) $(249,619) $ (89,387) $(156,507) $(495,513)
Capital Expenditures $ -0- $ -0- $ -0- $ -0-
Identifiable Assets $1,570,423 $ 147,901 $ 283,180 $2,001,504
-F25-<PAGE>
MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS
AND SUBSIDIARIES
(a Development Stage Company)
Spokane, Washington
NOTE 10 - ACCOUNTING FOR INCOME TAXES
The implementation of FAS 109 is not expected to have a material effect on the
operations of the Company. The Company has operating loss carryovers of
$3,041,100 to the year ended December 31, 1996. Currently, there are no
temporary differences reported in the financial statements. These net
operating losses will commence to expire in 2001. The company has not recorded
a deferred tax asset for Net Operating Loss carryovers because of the
uncertainty of any future taxable income.
-F26-<PAGE>
Spokane, Washington
Board of Directors
MPM TECHNOLOGIES, INC.
Spokane, Washington
In connection with my audit of the consolidated financial statements of MPM
TECHNOLOGIES, INC. and Subsidiaries referred to in my report dated July 15,
1996, which is included in Part II of this form, I have also audited Schedules
IV, V, and VI for the years ended December 31, 1995. In my opinion, these
schedules present fairly the information required to be set forth therein.
Terrence J. Dunne
Certified Public Accountant
July 15, 1996
-F27-<PAGE>
MPM TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
Schedule V
Property, Plant, and Equipment
Years Ending December 31, 1995 and 1994
Col. A Col. B Col. C Col. D Col. E Col. F
Balance at Balance
Beginning Additions at End
Classification of Year at Cost(1) Retirements Other of Year
- ------------------- ----------- ----------- ------------ -------- --------
1995:
Land 70,000 -0- -0- -0- 70,000
Buildings &
Improvements 133,005 -0- -0- -0- 133,005
Mill Machinery 289,063 -0- -0- -0- 289,063
Vehicles & Equipment 110,615 3,500 -0- -0- 114,115
Leasehold
Improvements 47,311 -0- 47,311 -0- -0-
Software 3,258 -0- -0- -0- 3,258
----------- ----------- ------------ -------- --------
653,252 3,500 47,311 -0- 609,441
=========== =========== ============ ======== ========
1994:
Land 70,000 -0- -0- -0- 70,000
Buildings &
Improvements 133,005 -0- -0- -0- 133,005
Mill Machinery 289,063 -0- -0- -0- 289,063
Vehicles & Equipment 335,494 -0- 224,879 -0- 110,615
Leasehold
Improvements 47,311 -0- -0- -0- 47,311
Software 3,258 -0- -0- -0- 3,258
----------- ----------- ------------ -------- --------
878,131 -0- 224,879 -0- 653,252
=========== =========== ============ ======== ========
(1) Includes Land at $70,000, Buildings and Improvements at $133,005, Mill
Machinery at $289,063, and Vehicles and Equipment at $95,119 acquired from MADD
Exploration, a related party, in exchange for 761,548 shares of the company's
previously unissued common stock and the assumption of debt of $23,762.
-F28-<PAGE>
MPM TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
Schedule VI
Accumulated Depreciation and Amortization of Property, Plant, and Equipment
Years Ending December 31, 1995 and 1994
Col. A Col. B Col. C Col. D Col. E Col. F
Additions
Balance at Charged to Balance
Beginning Costs and At End
Description of Year Expenses Retirements Other of Year
- ------------------ ------------ ------------ ------------- ------- ---------
1995:
Buildings and
Improvements 38,920 1,480 -0- -0- 40,400
Mill Machinery 183,007 4,630 -0- -0- 187,637
Vehicles & Equipment 96,263 4,557 -0- -0- 100,820
Leasehold
Improvements 47,311 -0- 47,311 -0- -0-
Software 3,260 -0- -0- -0- 3,260
------------ ------------ ------------- ------- ----------
368,761 10,667 47,311 -0- 332,117
============ ============ ============= ======= ==========
1994:
Buildings and
Improvements 37,440 1,480 -0- -0- 38,920
Mill Machinery 176,138 6,869 -0- -0- 183,007
Vehicles & Equipment 226,502 4,557 134,796 -0- 96,263
Leasehold
Improvements 43,956 6,710 3,355 -0- 47,311
Software 3,260 -0- -0- -0- 3,260
------------ ------------ ------------- ------- ----------
487,296 19,616 138,151 -0- 368,761
============ ============ ============= ======= ==========
-F29-<PAGE>
Item 9. Changes in and disagreements with accountants on Accounting and
Financial Disclosure
There were no disagreements on accounting and financial disclosures during
1995.
On April 10, 1996, our previous auditors (Robert Moe & Associates, P.S.)
informed us by letter that they would not be able to audit the financial
statements for the year end December 31, 1995. In their letter, they indicated
they did not have the time to do the audit. In a subsequent conference they
told us that were eliminating SEC work from their practice. Their letter
indicated they had no disagreements, and that they would cooperate with a new
auditor, and they knew of no reason why a new auditor should not accept the
engagement to audit the financial statements.
PART III
Item 10. Directors and Executive Officers of the Registrant
a) Identification of Directors
FIRST ELECTED
NAME AGE POSITION DIRECTOR
Charles A. Romberg 47 President/Director 4/25/1985
Richard E. Appleby 56 Vice President/Director 4/25/1985
Myron Katz 65 Vice President/Director 4/25/1985
Daniel D. Smozanek 70 Treasurer/Director 4/25/1985
L. Craig Cary Smith 46 Director 4/25/1985
Charles C. Goddard 70 Director 1/20/1986
Alfred J. Luciano 65 Director 6/19/1992
The directors will serve until the next meeting of shareholders or until their
successors are elected and qualified.
b) Identification of Executive Officers.
NAME AGE POSITION OFFICER SINCE
Charles A. Romberg 47 President/Director 4/25/1985
Richard E. Appleby 57 Vice President/Director 4/25/1985
Myron Katz 65 Vice President/Director 4/25/1985
Daniel D. Smozanek 70 Treasurer/Director 4/25/1985
Robert D. Little 46 Secretary 1/03/1991
The officers will serve until the next meeting of shareholders or until their
successors are elected and qualified.
c) Identification of Certain Significant Employees.
As of December 31, 1995, the Company had no employees; however, the Company is
presently dependent upon the services of its principal officers and directors.
In the event that one of these persons should leave the Company, there is no
assurance that the Company can employ a suitable replacement.
d) Family Relations
Page 46 of 57<PAGE>
There are no family relationships, whether by blood, marriage, or adoption,
between any executives and directors.
e) Business Experience
(1) Background
Charles A. Romberg, is President and Director of the Company. Mr. Romberg is a
graduate of Linfield College where he received a Bachelor of Science Degree in
Economics and Business Administration. He was elected President of MPM
Technologies Inc. in 1990. Mr. Romberg has been the President of Andre-Romberg
Insurance Brokerage since 1980. His responsibilities include the overall
management of a company generating annual sales in excess of $14 million. Over
the past 20 years, Mr. Romberg has worked with numerous clients restructuring
existing businesses and organizing and launching new ventures. Mr. Romberg
resides in Spokane, Washington.
Richard E. Appleby, is Vice President and Director of the Company. He attended
post graduate courses at Rutger in Landscape Design, Landscape Maintenance,
Landscape Construction and Pesticide Application. From 1957 to 1973, Mr.
Appleby was Superintendent and Manager of A-L Services and for Farm Harvesting
Co., constructing all types of site development and landscape construction
projects. From 1973 to 1980, he was Vice President of A-L Services. Since
1980, he has been President of A-L Services. Mr. Appleby resides in Mendham,
New Jersey.
Myron Katz, is Vice President and Director of the Company. He received his
Bachelor of Science Degree in Merchandising from Fairleigh Dickinson University
in 1952 and graduated from Lewis Hotel School in 1953. Mr. Katz has over 30
years diversified administrative and managerial experience. He is the past
President of Central Credit Clearing Bureau in Newark and East Orange, New
Jersey. Mr. Katz is currently a private consultant facilitating various
business ventures. Mr. Katz resides in Lake Hopatcong, New Jersey.
Daniel D. Smozanek, is Treasurer and Director of the Company. From 1947 to
1972, Mr. Smozanek was owner and President of Spring House Tree Service in
Summit, New Jersey. He has been involved in extensive real estate and land
development in New Jersey, Montana and Florida. From 1972 to 1980, he was a
partner in land development and real estate sales in the Eureka, Montana area.
During this time, he was also a partner in the exploration of 29 silver and
copper mining claims in the Flathead National Forest. Mr. Smozanek resides in
Port St. Lucie, Florida.
Robert D. Little, is Secretary of the Company. He is a graduate of Central
Washington University with a Bachelor of Arts Degree in Sociology; the
University of Washington in Education and completed advanced courses in
Management and Curriculum at Seattle University. From 1975 to 1985, he was the
founder and Director of Education of the Meridian School in Seattle,
Washington. From 1985 to the present, Mr. Little as been Operations Manager
for the Company and became Secretary of the Company in 1991. Mr. Little has
been the owner of R. D. Little Company which specializes in assisting small
public companies with shareholder and investor relations from 1985 to the
present. Mr. Little resides in Spokane, Washington.
L. Craig Cary Smith, is a Director of the Company. Mr. Smith graduated from
Gonzaga Law School in 1981 and was admitted to the Washington State Bar that
Page 47 of 57<PAGE>
same year. From 1974 to 1976, he was involved with the U.S. Department of
Interior and U.S. Department of Fish and Wildlife as a surveyor and Graduate
Student. From 1981 to the present, Mr. Smith has been a partner in general
practice at Smith and Hemingway in Spokane, Washington. Mr. Smith resides in
Spokane, Washington.
Charles C. Goddard, III, is a Director of the Company. He received his
Bachelor of Science Degree in Geology from Montana University. Mr. Goddard has
also attended Montana School of Mines (Mining), University of Arizona
(Geology), University of British Columbia (Geochemistry), Washington State
University (Metallurgy), and U.C.L.A. (Engineering Management). From 1947 to
1951, he was a Geologist for The Anaconda Company. From 1951 to 1964, he was
employed as Senior Geologist by Bear Creek Mining Company (Kennecott Copper
Corp.) From 1964 to 1966, Mr. Goddard was Senior Geologist for Union Carbide
Corporation, Mining and Metals Division. He was the Exploration Manager for
Cyprus Mines, 1966-1970. From 1972 to 1983, he was Regional and Senior Staff
Geologist for Union Carbide Corporation. From 1983 to the present, he has been
active as a private consultant. From 1987 to the present, Mr. Goddard has been
Vice President of Treasure State Mining, Inc. Mr. Goddard lives in
Stevensville, Montana.
Alfred J. Luciano, is a director of the Company. Mr. Luciano was Founder and
President of Farm Harvesting Company from 1950 to 1978. From 1960 to 1979, Mr.
Luciano was Founder and President of A-L Services maintaining corporate sites
including Allied Chemical;, Exxon Research, Sandoz, Inc., Interpace, Warner
Chilcott, and the Mennen Co. He is past President of the Associated
Independent Contractors of the State of New Jersey and Co-Founder and Director
of First Morris Bank in Morristown, New Jersey. From 1973 to the present, Mr.
Luciano has been engaged in ranching, contracting and sub-dividing property in
Lincoln County, Montana. From 1978 to 1980, he was engaged in developing a
copper and silver deposit in Hungry Horse, Montana. From 1981 to 1986, he was
engaged in developing the Emory Mine property in Powell County, Montana. From
1985 to until his resignation in 1990 Mr. Luciano was President of Montana
Precision Mining, Ltd. From 1990 to the present he has been Senior Manager of
Operations and Development of the Skygas Process.
(2) Directorships
None of the directors of the Company are directors of other companies with
securities registered pursuant to section 12 of the Exchange Act or subject to
the requirements of section 15(d) of such act or any company registered under
the Investment Company Act of 1940.
f) Involvement in Certain Legal Proceedings.
Not Applicable
g) Promoter and Control Persons.
Not Applicable
Item 11. Executive Compensation
The following table shows the remuneration of officers and directors in
excess of $100,000 in 1995, 1994 and 1993.
Page 48 of 57<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C>
Name and
Principal Other Stock Options LTIP All Other
Position Year Salary Bonus(s) Compensation Awards(s)($) SARs($) Payout(s)($) Compensation($)
----------- -------- ------------ ------------- ----------- ------------ --------------
Charles A. Romberg
President 1995
1994
1993 403,000
Robert D. Little
Secretary 1995
1994
1993 403,000
L. Craig Cary Smith
1995
1994
1993 403,000
<CAPTION>
Option Grants In 1995 Fiscal Year
Individual Grants
% of Total Options/SARs
Exercise or Market Price on
Name Options/SARs Granted in Fiscal Year 1995 Base Price ($/Sh) Date of Grant Expiration Date
- -----------------------------------------------------------------------------------------------------------------------------
NONE
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<S> <C> <C> <C> <C> <C>
Unexercised In
the-Money
Options/SARs
at FYE ($)
Number of unexercised Options/SARs Exercisable/
Name Shares Acquired on Exercise # Value Realized FYE 1995 Exercisable/Unexercisable Unexercisable
- ------------------- ----------------------------- --------------- --------- ---------------------------------- --------------
Charles A. Romberg 313,000 Exercisable $ 234,750
President/Director Exercisable
Robert D. Little 293,000 Exercisable $ 219,750
Secretary Exercisable
L. Craig Cary
Smith 353,000 Exercisable $ 264,750
Director Exercisable
</TABLE>
Page 49 of 57<PAGE>
a) Current Remuneration.
None of the officers or directors is compensated for their services as an
officer or director. Each is reimbursed for out-of-pocket expenses incurred on
Company business.
b) Proposed Remuneration.
It is not contemplated that any salaries will be paid unless, and until such
time as, the Company may require full time commitments from any officer or
director.
c) Incentive and Compensation Plans and Arrangements.
The Company has no retirement, profit sharing, pension, or insurance plans
covering its officers and directors. No advances have been made, nor are any
contemplated, by the Company to any of its officers or directors.
The shareholders of the Company, at the Annual Shareholders Meeting on May 22,
1989, voted to approve a stock option plan for selected employees, officers and
directors of the Company. The purpose of the option plan is to promote the
interests of the Company and its stockholders by attracting, retaining and
stimulating the performance of selected employees, officers and directors and
giving such employees the opportunity to acquire a proprietary interest in the
Company's business and an increased personal interest in this continued success
and progress.
Item 12. Security Ownership of Certain Beneficial Owners and Management
a) Security Ownership of Certain Beneficial Owners.
Other than as set forth in Part b. of this Item, Security Ownership of
Management, no person or group was known by the Registrant to own more than
five percent of the Company's common stock.
b) Security Ownership of Management as of February 15, 1996
The following table sets forth, as of February 15, 1996 the amount and
percentage of the Common Stock of the Company, which according to the
information supplied to the Company, is beneficially owned by management,
including officers and directors of the Company. Except as otherwise
specified, the persons named in the table have sole voting power and investment
power with respect to all shares of Common Stock beneficially owned by them.
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- ---------- -------------------- ---------------------- -----------
Common Charles A. Romberg 64,500 [1] [8] 0.50
Common Richard E. Appleby 825,345 [2] 6.45
Common Myron Katz 841,991 [3] 6.58
Common Robert D. Little 10,000 [4] [8] 0.08
Common Daniel D. Smozanek 1,089,063 [5] 8.51
Common L. Craig Cary Smith 17,000 [6] [8] 0.13
Common Charles C. Goddard 20,000 0.16
Common Alfred J. Luciano 994,308 [7] 7.77
[1] Does not include 1,000 shares (0.007%) of the Company's outstanding common
Page 50 of 57<PAGE>
stock owned by the wife, children and parents of Mr. Romberg, with respect to
which he declines beneficial ownership.
[2] Does not include 638,010 shares (4.98%) of the Company's outstanding common
stock owned by the wife and children and siblings of Mr. Appleby, with respect
to which he declines beneficial ownership.
[3] Does not include 180,520 shares (1.41%) of the Company's outstanding common
stock owned by the wife and children of Mr. Katz, with respect to which he
declines beneficial ownership.
[4] Does not include 22,500 shares (0.17%) of the Company's outstanding common
stock owned by a parent, children and siblings of Mr. Little, with respect to
which he declines beneficial ownership.
[5] Does not include 207,207 shares (1.61%) of the Company's outstanding common
stock owned by the wife, children, grandchildren and siblings of Mr. Smozanek,
with respect to which he declines beneficial ownership.
[6] Does not include 3,050 shares (0.02%) of the Company's outstanding common
stock owned by the parents and children of Mr. Smith, with respect to which he
declines beneficial ownership.
[7] Does not include 585,668 shares (4.57%) of the Company's outstanding common
stock owned by the children, siblings and grandchildren of Mr. Luciano, with
respect to which he declines beneficial ownership.
[8] Does not include options for the purchase of shares of the Company's common
stock. On January 2, 1992 stock options for 403,000 shares of common stock
were each granted to Charles A. Romberg and L. Craig Cary Smith. On April 9,
1992, stock options for 403,000 shares of common stock were granted to Robert
D. Little. As of December 31, 1994, no other options had been granted. During
1995, no options were exercised. Options available for exercise as of December
31, 1995 for Messrs Romberg, Smith and Little are 313,000; 353,000; and
293,000, respectively.
c.) Changes in Control.
There are no contractual arrangements of any kind, known to the Company, which
may at a subsequent date result in a change in control of the Company.
Item 13. Certain Relationships and Related Transactions
a.) Transactions with Management and Others.
No Officers or Directors of the Company, or nominees for election as Director,
or beneficial owners of more than five percent of the Company's voting stock,
or members of their immediate families had any material transactions with the
Company other than as set forth in part b. of this item.
b.) Certain Business Relationships.
The Company entered into several transactions with MADD Exploration, a Montana
partnership. Certain officers and directors of the Company, were the partners
in MADD Exploration namely Richard Appleby, Vice President and Director; Myron
Katz, Vice President and Director; Daniel Smozanek, Treasurer and Director and
Alfred J. Luciano, Director. On April 25, 1985, the shareholders of the
Page 51 of 57<PAGE>
Company approved the acquisition of 50% of the interest owned by the partners
of MADD Exploration in certain mining claims and leases located in the Emory
Mining District of Powell County, Montana, by the issuance of 4,616,252 shares
of the Company's previously unissued common stock. At that time, the Company
also granted the partners an option to transfer an additional 42% of their
interest in those claims and leases to the Company in exchange for 2,800,000
additional shares of the Company's previously unissued common stock. On
January 20, 1986, the partners exercised their option. The properties and
their basis are as follows:
Patented Mining Claims
The Company acquired 92% of the mineral interests in five (5) patented claims,
referred to as the Emory Group, owned by the partners of MADD Exploration. The
Company's interest is recorded at cost to the partners of MADD Exploration.
Mining Leases
The Company acquired interests ranging from 48% to 92% of the total mineral
interest in seventeen (17) leases from MADD Exploration; these leases were
recorded at a nominal value of $10 per lease.
Additionally, the Company has had to rely on the resources and abilities of the
four principal shareholders, who are also Officers and Directors of the
Company, to make loans to the Company. These loans have enabled the Company to
continue its location and staking of claims as well as geological work on a
limited basis. These individuals are: Richard Appleby, Vice
President/Director; Myron Katz, Vice President/Director; Daniel Smozanek,
Treasurer/Director; and Alfred Luciano, Director.
The Company has a contract with R. D. Little Co. to provide shareholder and
investor relations services. R. D. Little Co. is owned by Robert D. Little,
Secretary of the Company. During the period from January 1, 1995 through
December 31, 1995, total costs for services was $41,350.
It is the opinion of management of the Company that the amount and terms for
leases and services from affiliates are comparable to those which might be
obtained from unaffiliated parties.
c) Other Information
None
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 52 of 57<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
a) The following documents are filed as part of this report:
(1) All financial statements
Consolidated Financial Statements
(2) Those Financial Statement Schedules required to be filed by
Item 8 of Form 10-K and paragraph (d) of Item 14 of Form
10-KSB to be filed by amendment
Page
Schedule I Marketable Securities - Other Investments N/A
Schedule II Amounts Receivable from Related Parties
and Underwriters, Promoters, and
Employees Other than Related Parties [1]
Schedule III Condensed Financial Information of
Registrant N/A
Schedule IV Indebtedness of and to Related
Parties - Not Current N/A
Schedule V Property, Plant and Equipment 43
Schedule VI Accumulated Depreciation, Depletion,
and Amortization of Property, Plant
and Equipment 44
Schedule VII Guarantees of Securities of Other Issuers N/A
Schedule VIII Valuation and Qualifying Accounts N/A
Schedule IX Short-Term Borrowing N/A
Schedule X Supplementary Income Statement Information N/A
Schedule XI Real Estate and Accumulated Depreciation N/A
Schedule XII Mortgage Loans on Real Estate N/A
Schedule XIII Other Investments N/A
Schedule XIV Supplemental Information Concerning
Property-Casualty Insurance Operations N/A
Substantially equivalent information is provided in
Note 2 to the Financial Statements
Those exhibits required to be filed by Item 601 of Regulation S-K and
paragraph c of Item 15 of Form 10-K.
(Exhibits are numbered in accordance with Item 601(b) of Regulation S-K.)
Page 53 of 57<PAGE>
Exhibits Page
(3) Articles of Incorporation and *
By-laws Filed as Exhibit 3 to
Form 10 Registration Statement
No. 0-14910 filed October 21, 1986,
and incorporated herein by reference.
(4) Instruments defining the rights of N/A
security holders (Refer to Articles
IV, VII, VIII, and IX of the articles
of incorporation and to the bylaws of
the corporation.)
(9) Voting Trust Agreement (Refer to Article N/A
VII of the Articles of Incorporation.)
(10) Material Contracts: N/A
(11) Statement re Computation of Per Share N/A
Earnings (Refer to Note 1 to the Attached
Financial Statements Dated December 31,
1995)
(12) Statement re Computation of Ratios N/A
(13) Annual Report to Security Holders N/A
1. Annual Report to Stockholders, for the
year ended December 31, 1995 has not
yet been prepared. The report will be
filed as a supplement to this Form 10-KSB.
(18) Letter re Change in Accounting Principles N/A
(19) Previously Unfiled Documents N/A
(22) Subsidiaries of The Registrant N/A
(24) Consents of Experts and Counsel
1. Consent of Terrence J. Dunne,
Certified Public Accountant 45
(25) Power of Attorney N/A
(27) Financial Data Schedule EX-27
(28) Additional Exhibits:
1. Glossary *
(29) Information From Reports Furnished
to State Insurance Regulatory Authorities N/A
---------------------------------------------------------------
* Reference is made to the full text of such Exhibits contained in Form 10
as filed with the Securities and Exchange Commission, Washington, D.C.,
and which are incorporated by reference herein. Copies of the completed
Form 10 can be obtained from the Securities and Exchange Commission or
from the Company.
Page 54 of 57<PAGE>
b) Reports on form 8-K:
On July 21, 1995 the Company announced it had purchased 7.21% additional
interest in the NuPower Partnership bringing its total interest in the
partnership to 58.21%.
On August 22, 1995 the Company announced that effective August 24, 1995 the
name of the Company would be changed to MPM Technologies Inc.
c) Exhibits:
Those exhibits required to be filed by item 601(a) of Regulation S-K follow on
the next page.
d) Financial Statement Schedules:
Those Financial Statement Schedules required to be filed under Rule 5-04 and
Article 12 of Regulation S-X , together with the accountants report thereon,
follow on the next page.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 55 of 57<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MONTANA PRECISION MINING, LTD.
By: /s/Charles A. Romberg
--------------------------------
Title: President
------------------------------
Date: 4/11/96
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
/s/Charles A. Romberg Officer/Director 4/11/96
- ------------------------------------
Charles A. Romberg
/s/Richard Appleby Officer/Director 4/11/96
- ------------------------------------
Richard Appleby
/s/Myron Katz Officer/Director 4/11/96
- ------------------------------------
Myron Katz
/s/Daniel Smozanek Officer/Director 4/11/96
- ------------------------------------
Daniel Smozanek
/s/L. Craig Cary Smith Director 4/11/96
- ------------------------------------
L. Craig Cary Smith
/s/Charles C. Goddard Director 4/11/96
- ------------------------------------
Charles C. Goddard
/s/Alfred J. Luciano Director 4/11/96
- ------------------------------------
Alfred J. Luciano
Page 56 of 57<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
MPM TECHNOLOGIES, INC.
Spokane, Washington
I hereby consent to the use of my name and report dated July 15, 1996, of MPM
TECHNOLOGIES, INC. and the inclusion of my name in the subcaption "Experts".
Terrence J. Dunne
Certified Public Accountant
July 15, 1996
Page 57 of 57<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 138675
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 170209
<PP&E> 663478
<DEPRECIATION> 332117
<TOTAL-ASSETS> 2051541
<CURRENT-LIABILITIES> 993069
<BONDS> 0
0
0
<COMMON> 12842
<OTHER-SE> 1732815
<TOTAL-LIABILITY-AND-EQUITY> 2051541
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 231928
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68257
<INCOME-PRETAX> (302665)
<INCOME-TAX> 0
<INCOME-CONTINUING> (271052)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (271052)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
