Unassociated Document
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended June 30, 2008
OR
o TRANSITION
REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from ________ to ________
Commission
file number 000-53173
MPM
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
|
80-0145732
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
of
incorporation or organization)
|
|
c/o
MPM Asset Management LLC, 200 Clarendon Street, 54th
Floor, Boston, MA 02116
(Address
of principal executive offices)
(617)
425-9235
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes o No
x.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x.
|
(Do
not check if a smaller reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes o No o.
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000 shares
of
common stock, par value $.0001 per share, outstanding as of August 14, 2008.
MPM
ACQUISITION CORP.
-
INDEX -
|
|
Page
|
PART
I - FINANCIAL INFORMATION:
|
|
|
|
|
Item
1.
|
Financial
Statements:
|
|
|
|
|
|
Balance
Sheet as of June 30, 2008 (Unaudited)
|
1
|
|
|
|
|
Statement
of Operations (Unaudited) for the Three Months Ended June 30,
2008
|
2
|
|
and
for the Period from February 4, 2008 (Inception) through June 30,
2008
|
|
|
|
|
|
Statement
of Changes in Stockholder’s Equity for the Period from February 4,
2008
|
3
|
|
(Inception)
through June 30, 2008 (Unaudited)
|
|
|
|
|
|
Statement
of Cash Flows (Unaudited) for the Period from February 4,
2008
|
4
|
|
(Inception)
through June 30, 2008
|
|
|
|
|
|
Notes
to Financial Statements (Unaudited)
|
5
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
6
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
8
|
|
|
|
Item
4T.
|
Controls
and Procedures
|
9
|
|
|
|
PART
II - OTHER INFORMATION:
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
9
|
|
|
|
Item
1A.
|
Risk
Factors
|
9
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
9
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
9
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
9
|
|
|
|
Item
5.
|
Other
Information
|
9
|
|
|
|
Item
6.
|
Exhibits
|
10
|
|
|
|
Signatures
|
11
|
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
MPM
Acquisition Corp.
|
(A
Development Stage Company)
|
Balance
Sheet
|
June
30, 2008
|
(Unaudited)
|
Assets
|
|
|
|
Current
Assets:
|
|
|
|
|
Cash
|
|
$
|
6,996
|
|
Prepaid
expenses
|
|
|
6,000
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
12,996
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholder's Equity
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
4,477
|
|
|
|
|
|
|
Stockholder's
Equity
|
|
|
|
|
Preferred
stock - $.0001 par value - 10,000,000 shares
|
|
|
-
|
|
authorized;
no shares issued and outstanding
|
|
|
|
|
Common
stock - $.0001 par value - 100,000,000 shares
|
|
|
500
|
|
authorized;
5,000,000 shares issued and outstanding
|
|
|
|
|
Additional
paid-in capital
|
|
|
49,500
|
|
(Deficit)
accumulated during the development stage
|
|
|
(41,481
|
)
|
|
|
|
|
|
Total
Stockholder's Equity
|
|
|
8,519
|
|
|
|
|
|
|
Total
Liabilities and Stockholder's Equity
|
|
$
|
12,996
|
|
See
accompanying notes to the financial statements
MPM
Acquisition Corp.
(A
Development Stage Company)
Statement
of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
Three
Months Ended June 30, 2008
|
|
Period
February 4, 2008 (Inception) through
June
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
$
|
18,371
|
|
$
|
41,481
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$
|
(18,371
|
)
|
$
|
(41,481
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted (Loss) per Share
|
|
|
*
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Weighted Average Number of Common Shares
Outstanding
|
|
|
5,000,000
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
*
Less than $.01 per share
|
|
|
|
|
|
|
|
See
accompanying notes to the financial statements
MPM
Acquisition Corp.
|
(A
Development Stage Company)
|
Statement
of Changes in Stockholder's Equity
|
Period
February 4, 2008 (Inception) through June 30,
2008
|
(Unaudited)
|
|
|
|
|
|
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
During
the
|
|
|
|
|
|
Common
Stock
|
|
Paid-in
|
|
Development
|
|
Stockholder's
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
49,500
|
|
$
|
-
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(41,481
|
)
|
|
(41,481
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2008
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
49,500
|
|
$
|
(41,481
|
)
|
$
|
8,519
|
|
See
accompanying notes to the financial statements
MPM
Acquisition Corp.
(A
Development Stage Company)
Statement
of Cash Flows
(Unaudited)
|
|
|
Period
February
4, 2008
(Inception)
through
June
30, 2008
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
|
Net
(Loss)
|
|
$
|
(41,481
|
)
|
Adjustment
to reconcile net (loss) to net cash used in
|
|
|
|
|
operating
activities:
|
|
|
|
|
Increase
in prepaid expenses
|
|
|
(6,000
|
)
|
Increase
in accounts payable and accrued expenses
|
|
|
4,477
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(43,004
|
)
|
|
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
50,000
|
|
|
|
|
|
|
Increase
in cash
|
|
|
6,996
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
-
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
6,996
|
|
See
accompanying notes to the financial statements
MPM
Acquisition Corp.
(A
Development Stage Company)
Notes
to Financial Statements
Note
1 - Development Stage Company:
MPM
Acquisition Corp., a development stage company (the “Company”), was incorporated
in the State of Delaware on February 4, 2008. The Company is inactive and plans
to acquire an existing company or acquire technology to begin operations. The
Company is in the development stage.
Note
2 - Summary of Accounting Policies:
Basis
of Presentation:
The
accompanying interim financial statements of the Company as of June 30, 2008
and
for the period from February 4, 2008 (inception) through June 30, 2008, have
been prepared in accordance with accounting principles generally accepted for
interim financial statements presentation and in accordance with the
instructions to Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statement presentation.
In the opinion of management, all adjustments for a fair statement of the
results of operations and financial position for the interim periods presented
have been included. All such adjustments are of a normal recurring nature.
The
accompanying financial statements and the information included under the heading
Management’s Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company’s audited financial
statements and related notes included in the Company’s Form 10 as of February
29, 2008. Interim results are not necessarily indicative of the results for
a
full year.
Financial
Statements:
The
financial statements include all the accounts of the Company.
Use
of
Estimates:
The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities
and
disclosure of contingent asset and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Recent
Accounting Pronouncements:
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
Note
3 - Going Concern:
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of business.
The
Company incurred a net loss from inception of $41,481, which,
among
other factors, raises substantial doubt about the Company’s ability to continue
as a going concern. The
ability of the Company to continue as a going concern is dependent upon
management’s plan to find a suitable acquisition or merger candidate, raise
additional capital from the sale of stock and, ultimately, income from
operations. The accompanying financial statements do not include any adjustments
that might be required should the Company be unable to recover the value of
its
assets or satisfy its liabilities.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties
and
other factors that may cause actual results, performance or achievements of
MPM
Acquisition Corp. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions,
all
of which are difficult or impossible to predict accurately and many of which
are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to
be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on February 4, 2008 and
maintains its principal executive office at c/o MPM Asset Management LLC, 200
Clarendon Street, 54th
Floor,
Boston, MA 02116. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination through the acquisition of, or
merger with, an operating business. The Company filed a Registration Statement
on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on April
16, 2008, and since its effectiveness, the Company has focused its efforts
to
identify a possible business combination.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing
a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules
and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other
than
cash) and no or nominal operations. Management does not intend to undertake
any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for
so
long as we are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will
not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The
Company currently does not engage in any business activities that provide cash
flow. During the next twelve months we anticipate incurring costs related
to:
|
(i) |
filing
Exchange Act reports, and
|
|
(ii) |
investigating,
analyzing and consummating an acquisition.
|
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our sole
stockholder, management or other investors.
The
Company may consider acquiring a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service,
or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Since
our
Registration Statement on Form 10 went effective, our management has had contact
and discussions with representatives of other entities regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity
in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and
the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development,
all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As
of
June 30, 2008, the Company had assets equal to $12,996, comprised exclusively
of
cash and prepaid expenses. The Company’s current liabilities as of June 30, 2008
totaled $4,477, comprised exclusively of accounts payable and accrued expenses.
The Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities for the period from February 4, 2008 (inception)
through June 30, 2008:
|
For
the Period from February 4, 2008
(Inception)
through June 30, 2008
|
Net
cash used in operating activities
|
$(43,004)
|
Net
cash used in investing activities
|
$0
|
Net
cash from financing activities
|
$50,000
|
Net
effect on cash
|
$6,996
|
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable
at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for
its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from February 4, 2008 (inception) through June 30,
2008. It is unlikely the Company will have any revenues unless it is able to
effect an acquisition or merger with an operating company, of which there can
be
no assurance. It is management's assertion that these circumstances may hinder
the Company's ability to continue as a going concern. The Company’s plan
of operation for the next twelve months shall be to continue its efforts to
locate suitable acquisition candidates.
For
the
three months ended June 30, 2008, the Company had a net loss of $18,371,
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended March 31, 2008 in June of 2008. For the period from
February 4, 2008 (inception) through June 30, 2008, the Company had a net loss
of $41,481, consisting of legal, accounting, audit and other professional
service fees incurred in relation to the formation of the Company, the filing
of
the Company’s Registration Statement on Form 10 in April of 2008 and the filing
of the Company’s Quarterly Report on Form 10-Q for the period ended March 31,
2008 in June of 2008.
Off-Balance
Sheet Arrangements
The
Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Contractual
Obligations
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As
of
June 30, 2008, we carried out an evaluation, under the supervision and with
the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered
by
this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended June 30, 2008 that have materially affected or are reasonably
likely to materially affect our internal controls.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
To
the
best knowledge of our officers and directors, the Company is not a party to
any
legal proceeding or litigation.
Item
1A. Risk Factors.
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
(a) |
Exhibits
required by Item 601 of Regulation
S-K.
|
Exhibit
|
Description
|
----------
|
---------------
|
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on
February 4, 2008.
|
|
|
*3.2
|
By-Laws.
|
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
with
respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008.
|
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company’s Registration Statement on Form 10, as filed
with the SEC on April 16, 2008 and incorporated herein by this
reference.
|
SIGNATURES
Pursuant
to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
|
|
Dated:
August 14, 2008 |
MPM
ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Steven St. Peter |
|
Steven
St.
Peter |
|
President and Director |