(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004, or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ___________ to _____________.

COMMISSION FILE NUMBER: 000-26585

Registrant's telephone number, including area code (570) 822-6277

Indicate by checkmark 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 the filing requirements for the past 90 days.

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

As of November 15, 2004, 3,289,006 shares of the issuer's common stock, par value $0.01 per share, were outstanding.

PART II -- OTHER INFORMATION

On January 3, 2001, the Board of Directors of MM Companies, Inc. (the "Company"), as then constituted, voted unanimously to cease the operations of its Internet-based custom CD-marketing business as the Board concluded that this business no longer represented a viable alternative to provide maximum value to the Company's stockholders.

The accompanying financial statements as of September 30, 2004 and for the three and nine month periods then ended have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. At September 30, 2004, the Company had $3,631,496 in cash and cash equivalents and $687,170 in precious metals (see Note 3) compared to $3,811,826 and $687,170, respectively, at December 31, 2003. The Company expects to experience negative cash flows for the foreseeable future and has not generated any operating revenue in the last two years. Additionally, the Company has not yet settled on an operating plan, and can give no assurance that the Company's cash and cash equivalents are sufficient to fund the Company's current operations and satisfy its obligations over the longer term. The Company believes these obligations will primarily relate to costs associat ed with the operation as a public company (legal, accounting, consulting, insurance, etc.), as well as the expenses associated with any new business activities. These factors, among others, indicate that the Company may be unable to continue operations as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classifications of assets and liabilities which could result should the Company be unable to continue as a going concern. The Company continues to consider future alternatives, including the possible acquisition of other businesses or adopting a possible plan of liquidation. However, the Company has not consummated any significant transactions to date and the Company's business prospects remain uncertain. To the extent that management of the Company moves forward on any alternative strategy, such strategy may have an impact on the Company's liquidity.

The Investment Company Act of 1940 provides a set of regulations for companies that are or that hold themselves out as being engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. As a result of the Company's lack of an operating business, the significant cash balance as a percentage of the Company's total assets and its recent trading activities, the Company may have inadvertently become, or may become in the future if it fails to obtain an operating business, an investment company under the Investment Company Act. Notwithstanding the foregoing, the Company believes that at all relevant times prior to the date of filing this Quarterly Report on Form 10-Q, the Company has not been subject to regulation as an investment company under the Investment Company Act.

The financial statements as of September 30, 2004 and for the three and nine months ended September 30, 2004 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the results for the periods presented. The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to applicable SEC rules and regulations. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. Certain prior period balances have been reclassified to conform to the current period presentation.

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company complies with the Statement of Financial Accounting Standards ("SFAS") No. 148 "Accounting for Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect on interim financial statements. The pro forma effect of using the fair value method accounting for stock-based employee compensation was not material for the three and nine-month periods ended September 30, 2004 and 2003.

The Company separately reports net income (loss) and comprehensive income (loss) pursuant to SFAS No. 130, "Reporting Comprehensive Income." Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes accumulated unrealized gain (loss) on investment in available-for-sale securities. The components of comprehensive income (loss) are as follows:

The Company complies with SFAS No. 128, "Earnings Per Share." SFAS No. 128 requires dual presentation of basic and diluted income (loss) per share for all periods presented. Basic income (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares in the income of the Company. Diluted net loss per share excludes common equivalent shares, unexercised stock options and warrants, as the computation would be anti-dilutive. Unexercised stock options to purchase shares of the Company's common stock as of September 30, 2004 were excluded in the computation of diluted earnings per share for the three and nine months ended September 30, 20 04 because the options' exercise price was greater than the average market price of the Company's common stock. Since the effects of the outstanding options and warrants are anti-dilutive in the respective periods, they have been excluded from the computation of net loss per common share.

In connection with a royalty agreement signed on October 11, 1999, the Company advanced $500,000 to an independent record label, in return for which the Company received a note receivable that was due on April 11, 2000. In 2000, the Company established a reserve for the entire receivable and pursued legal action to collect the note. In January 2004 the parties agreed to a settlement agreement whereby the Company would receive an aggregate of $250,000. The note is payable in installments of $50,000 on each of May 1, 2004 and May 1, 2006 and $6,522 per month, for twenty-three months, commencing June 1, 2004 and continuing through May 1, 2006, less collection fees. The scheduled payments have been received to date.

Effective as of the closing of these transactions, Messrs. Mitarotonda, William Fox, Joseph Wright and Melvyn Brunt resigned from any positions they held as directors, officers or employees of the Company. However the Barington Group agreed that it would make Mr. Brunt available to JMI for a reasonable period of time for up to 90 days after the closing of these transactions to assist JMI by performing the same services that he rendered to the Company through the Company's consulting agreement with Barington, which terminated upon closing. JMI agreed to pay the Barington Group for such services at the rate of $10,000 per month and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing these services. Since these services were provided to the Company, the Company reimbursed JMI for the initial payment of $10,000 that was paid by JMI at closing. The Company has paid the two subsequent $10,000 payments directly to the Barington Group. Mr. Brunt provided ser vices to the Company until August 16, 2004.

The Company's principal executive offices are in a space leased by JMI from Mr. Holtzman and his wife, and made available to the Company (without separate charge) through the Company's consulting arrangement with JMI.

The Company was incorporated on April 23, 1996. On January 3, 2001, the Board of Directors of the Company as then constituted voted unanimously to cease its operations as a provider of customized music CD compilations and music digital downloads. The Company had sold its products primarily over the Internet through its website and through marketing partners, strategic alliances and direct mail order promotions. The then-Board concluded at that time that this business no longer represented a viable alternative to provide maximum value to the Company's stockholders. In connection with the Company's cessation of its Internet-based custom CD-marketing business, the Company sold all of the Company's remaining furniture and equipment.

The Board then determined to review alternatives for the Company going forward, which included, among other things, potential dispositions of assets, the possibility of one or more cash distributions to stockholders, and the potential continued operation of the Company as a public company which might pursue other business opportunities as they arise, as well as other possible steps intended to provide stockholder value, all subject to the ongoing review and consideration of the Board, some of which would require stockholder approval. On February 15, 2001, the Company announced that the Board of Directors had approved a cash distribution in the amount of $3.00 per share to the holders of record of Common Stock as of March 1, 2001, the record date, pursuant to which the Company distributed $9,941,998 to its stockholders.

Thereafter, the Board determined to seek to pursue one or more potential acquisitions of other publicly traded or privately held companies or significant interests in such companies, with a view to refocusing the Company's strategic direction. While the Company continues to actively examine certain potential acquisition transactions and believes that attractive opportunities exist, there can be no assurance whether, when, or on what terms the Company will complete any such acquisition.

The Company's principal executive offices are in a space leased by JMI from Seymour Holtzman and his wife and made available to the Company (without separate charge) through the Company's consulting arrangement with JMI, a Company controlled by Mr. Holtzman. JMI is now the beneficial owner of approximately 43% of the Company's common stock, and Mr. Holtzman is the Chief Executive Officer of the Company. JMI has also made available to the Company the services of JMI employees to serve as the Chief Financial Officer and Secretary of the Company, as well as General Counsel, and provides the Company with certain legal, accounting, consulting, management and other services. A definitive consulting agreement with respect to such services is being finalized.

On August 9, 2002, in connection with the review of the Company's contested solicitation of proxies for the annual shareholders meeting of another public company, the Company received a letter from the SEC's Division of Investment Management inquiring as to the possible status of the Company as an unregistered "investment company" within the meaning of the Investment Company Act of 1940. The Company believes that, consistent with the discussion of Investment Company Act matters in its Annual Reports on Form 10-K for the year ended December 31, 2003, and prior years, the Company may have become an inadvertent investment company during 2001. The Company has relied on the "transient investment company" exemption from the applicable provisions of the Investment Company Act contained in Rule 3a-2 thereunder, which provides for a one-year "safe harbor."

Accordingly, prior to the expiration of such one-year safe harbor period, on August 29, 2002, the Company acquired ownership of gold bullion with a purchase price of $4,028,115. The Company borrowed approximately $1.9 million secured by that gold bullion, which has since been repaid from the proceeds of the sale of some of the gold bullion. As a result, "investment securities" held by the Company no longer exceed 40% of its total assets (excluding cash and government securities), and the Company believes that it is no longer within the relevant definition of "investment company" for purposes of the Investment Company Act. Notwithstanding the fact that the Company has purchased gold bullion, and "investment securities" held by the Company no longer exceed 40% of its total assets (excluding cash and government securities), the Company could be deemed to be an investment company under Section 3(a)(1)(A) of the Investment Company Act, which covers companies that are engaged primarily in the business of investing, reinvesting or trading in securities.

The Company believes that, at all relevant times prior to the date of filing this Quarterly Report, it has either not been an investment company as defined in the Investment Company Act, or it has been a "transient investment company" exempt from the Investment Company Act. The Company believes that because of the character of its assets, it does not currently fall within the definition of an investment company.

The Company intends to seek to acquire one or more operating businesses in the near term, which the Company believes would, among other things, eliminate any concern that it may be deemed to be primarily engaged in the business of investing, reinvesting or trading in securities. A determination by the SEC that the Company is in fact an unregistered investment company could have a material adverse effect on the Company's business. An unregistered investment company can be prohibited from, among other things, engaging in interstate commerce.

The Company's financial statements as of September 30, 2004 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of September 30, 2004, the Company had $3,631,496 in cash and cash equivalents and $687,170 in precious metals. Substantially all of the Company's remaining cash was provided by our initial public offering of common stock. The Company expects to experience negative cash flows for the foreseeable future. The Company has not generated any operating revenue for the last two years. The Company has not yet settled on an operating plan, and can give no assurance that the Company's cash and cash equivalents are sufficient to fund the Company's current operations and satisfy its obligations over the longer term. The Company believes these obligations will primarily relate to costs associated with the operation as a public company (legal, account ing, consulting, insurance, etc.), as well as the expenses associated with any new business activities. These factors, among others, indicate that the Company may be unable to continue operations as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classifications of assets and liabilities which could result should the Company be unable to continue as a going concern. The Company continues to consider future alternatives, including the possible acquisition of other businesses or adopting a possible plan of liquidation. However, the Company has not consummated any significant transactions to date and the Company's business prospects remain uncertain. To the extent that management of the Company moves forward on any alternative strategy, such strategy may have an impact on the Company's liquidity.

REVENUE   Revenue principally consisted of gains on the sale of available-for-sale securities as well as interest and dividend income. In May 2004, in connection with the Securities Purchase Agreement (see Related Party Transactions - Note 5) the Company sold its available-for-sale securities resulting in a gain of $300,468. Interest income was $19,930 and $48,517, for the three and nine months ended September 30, 2004, respectively, compared to $16,177 and $32,324, for the three and nine months ended September 30, 2003, respectively. Revenue for the three and nine months ended September 30, 2004, respectively, was $19,930 and $348,985, compared to $16,177 and $547,737, for the three and nine months ended September 30, 2003, respectively. Revenue in the three and nine month periods ended September 30, 2003 included $190,318 related to the cash distribution from the Company's investment in LQ Corporation, Inc. and a gain on sale of precious metals of $325,095.

GENERAL AND ADMINISTRATIVE EXPENSES   During the three and nine months ended September 30, 2004, general and administrative expenses primarily consisted of professional and consulting fees, the payment of insurance premiums for the Directors and Officers liability policy, and other general corporate expenses. General and administrative expenses were $243,591 and $875,894 for the three and nine months ended September 30, 2004, respectively, compared to $229,585 and $810,500, for the three and nine months ended September 30, 2003, respectively.

Net cash (used in) provided by operating activities was ($764,494) for the nine months ended September 30, 2004, compared to net cash provided of $617,723 for the nine months ended September 30, 2003. Net cash used for the nine months ended September 30, 2004, primarily reflects the Company's net loss for the period of ($526,909) and the gain on the sale of available-for-sale securities of $300,468. During the nine months ended September 30, 2003, cash provided of $617,723 was primarily from the Company's sale of 10,700 ounces of gold bullion and the receipt of $929,000 for reimbursed legal expenses in the settlement of a stockholder derivative action. During the nine months ended September 30, 2003, the Company repaid an outstanding liability of $1.9 million, which was secured by the gold bullion. In addition, payment of $190,000 was made in settlement of the Koch Entertainment lawsuit.

Cash provided by investing activities was $584,164 for the nine months ended September 30, 2004, as compared to cash provided of $1,446,932 for the nine months ended September 30, 2003. Cash provided during the nine months ended September 30, 2004, was primarily from the sale of stock in connection with Securities Purchase Agreement (see Related Party Transactions - Note 5). Cash provided during the nine months ended September 30, 2003, was from the January 29, 2003 distribution by LQ Corporation, Inc. of $2.50 per share, of which $1,446,932 represented a return of capital.

At September 30, 2004, the Company had $3,631,496 in cash and cash equivalents compared to $3,811,826 at December 31, 2003. Substantially all of the Company's remaining cash was provided by our initial public offering of Common Stock in 1999. The Company expects to experience negative cash flows for the foreseeable future. The Company believes these obligations will primarily relate to costs associated with the operation as a public company (legal, accounting, consulting, insurance, etc.), as well as the expenses associated with any new business activities.

Foreign Currency Risk   Currently substantially all of the Company's transactions are denominated in U.S. dollars and as a result, foreign exchange gains and losses to date have been insignificant. While the Company may effect some transactions in foreign currencies during 2004, it does not expect that any related gains or losses will be significant. The Company has not engaged in foreign currency transactions or foreign currency hedging to date.

The Company maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. The Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2004, pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

There have been no changes in internal controls that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

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Exhibits required by Item 601 of Regulation S-K:

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.