UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA
Plaintiff Securities and Exchange Commission (the "SEC") alleges as follows:
NATURE OF THE CASE
1. The SEC brings this action against Michael A. Porter ("Porter") for the forgery of an unqualified audit opinion and related cover letter of Arthur Andersen LLP ("Arthur Anderson). Porter forged these documents in an unsuccessful attempt to consummate a merger between his privately-held company, ST2EP LLC ("ST2EP"), and a publicly-traded company, MPM Technologies, Inc. ("MPM" or "company"). Had the merger proceeded as planned, Porter would have received MPM stock worth approximately three million dollars and become an officer of the company.
2. The SEC seeks an order permanently restraining and enjoining Porter from violating the antifraud provisions of the Securities Exchange Act of 1934 ("Exchange Act") and imposing a civil money penalty upon him.
3. This Court has jurisdiction over this action pursuant to Sections 21(e) and 27 of the Exchange Act [15 U.S.C. § 78u(e) and 78aa]. The defendant has, directly or indirectly, made use of the means or instrumentalities of interstate commerce and/or of the mails in connection with the transactions described in this Complaint.
RELEVANT ENTITIES AND INDIVIDUALS
4. Michael A. Porter ("Porter" or "defendant") is the founder and majority shareholder of ST2EP LLC. He resides in Houston, Texas.
5. ST2EP LLC ("ST2EP") is a private Delaware limited liability corporation headquartered in Houston, Texas. Until recently, ST2EP was engaged in various engineering and construction projects. It is not currently in operation.
6. MPM Technologies, Inc. ("MPM" or "company") is a Washington corporation headquartered in Spokane, Washington. MPM's primary business activity is the design and manufacture of air pollution control equipment. MPM's common stock is registered with the Commission pursuant to section 12(g) of the Exchange Act [15 U.S.C. § 78l(b)] and trades on NASD's OTC Bulletin Board. As of November 7, 2001, there were 2,953,295 shares of MPM common stock outstanding. The company's fiscal year ends December 31.
7. Arthur Andersen LLP ("Arthur Andersen") is one of the world's largest accounting firms. Arthur Andersen performed certain tax services for ST2EP. Arthur Andersen did not audit ST2EP's financial statements.
8. In early 2000, Arthur Andersen prepared ST2EP's federal and state tax returns for the year ended December 31, 1999. On or about April 14, 2000, Arthur Andersen sent copies of ST2EP's 1999 tax returns to Porter. The cover letter accompanying the returns was on Arthur Andersen letterhead and signed by the partner-in-charge of the engagement.
9. On or about October 30, 2000, ST2EP, MPM and certain related entities and individuals entered into a written merger agreement. Under the terms of the agreement, MPM was to acquire all of the assets of ST2EP. In exchange, Porter was to receive approximately three million dollars worth of MPM common stock and become an officer of the company.
10. The MPM/ST2EP merger was contingent upon (a) ST2EP's "providing MPM certified audited statements of Company calendar 1998 and 1999 y[ear] [by] a Big 6 firm no later that 12/23/2000" and (b) formal approval by MPM's shareholders. To obtain shareholder approval, MPM intended to distribute a proxy statement to its shareholders, including ST2EP's 1998 and 1999 audited financial statements.
11. During the first half of November 2000, MPM requested Porter to provide ST2EP's 1999 audited financial statements as required by the express terms of the merger agreement.
12. In mid November 2000, Porter prepared ST2EP's 1999 financial statements. He also drafted and attached to ST2EP's financial statements an unqualified audit opinion of Arthur Andersen. Porter then drafted a letter to himself on Arthur Andersen letterhead that read in relevant part, "We are enclosing two copies of the audit report for ST2EP, LLC . . . The Audit report for ST2EP, LLC is  attached for distribution to the members of the company." Porter signed the name of an Arthur Andersen partner on this cover letter. Like the genuine letter accompanying ST2EP's 1999 tax returns, the bogus audit opinion and cover letter were both dated April 14, 2000.
13. On or about November 14 or 15, 2000, Porter provided MPM with copies of ST2EP's 1999 financial statements, together with the forged Arthur Andersen audit opinion and cover letter. Porter knew, or was reckless in not knowing, that these documents were materially false and misleading. They were intended to mislead MPM into believing that ST2EP's financial statements had been audited by Arthur Andersen and to secure shareholder approval for the merger.
14. Shortly thereafter, MPM's independent auditor noticed certain typographical errors and other discrepancies in the forged documents Porter had provided the company. MPM's independent auditor contacted Arthur Andersen, which denied having prepared or audited ST2EP's financial statements. The merger between MPM and ST2EP was subsequently abandoned.
CLAIM FOR RELIEF
(against Porter for Violations
15. Plaintiff SEC hereby incorporates paragraphs 1 through 14 with the same force and effect as if set out here.
16. In the manner described in paragraphs 1 through 15, Porter, in connection with the purchase or sale of securities, by the use of means or instrumentalities of interstate commerce or of the mails, directly or indirectly (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon persons, in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated there under [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court:
Grant a Permanent Injunction, enjoining Porter, his officers, agents, servants, employees, attorneys, and all persons in active concert or participation with him who receive actual notice by personal service or otherwise, from violating, directly or indirectly, Sections 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 promulgated there under [17 C.F.R. § 240.10b-5].
Order Porter to pay a civil penalty pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
Grant such other relief as this Court may deem just and proper.