(1) 6,000,000 shares represent 60.0% of the total number of 10,014,501 shares outstanding as of March 31, 2013.
(2) 6,000,000 shares and 3,000,000 options in the aggregate represent 40.34% of the total number of 15,079,585 shares on a fully diluted, as if exercised basis as of March 31, 2013. This total shares number is the sum of 10,014,501 shares outstanding as of March 31, 2013, plus 5,065,084 shares for which options outstanding and unexercised as of March 31, 2013, are exercisable.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, par value $.001 per share (the "Shares"), of MPM Technologies, Inc, a Washington corporation (the "Issuer"). The address of the Issuer's principal executive offices is 1727 East Springfield Avenue Spokane, WA 99202.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed on behalf of Carbon Cycle Investments, LLC (the "Reporting Person"). The address of the principal office of the Reporting Person is 1727 East Springfield Avenue, Spokane, WA 99202. During the past five years the Reporting Person has not, and, to the knowledge of the Reporting Person, none of the executive officers or directors of the Reporting Person has been, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The name, business address, citizenship and present principal occupation or employment of each director and executive officer of the Reporting Person are set forth on Annex A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
On April 1, 2013, the Reporting Person acquired beneficial ownership of 6,000,000 Shares from the Issuer for the purchase price of $1,000,000. The Reporting Person acquired these Shares pursuant to the terms and conditions of the Stock Purchase Agreement, dated February 18, 2011, by and between the Issuer and the Reporting Person (the “Stock Purchase Agreement”), as amended by the Amendment No. 1 to Stock Purchase Agreement and Various Option Agreements, dated April 11, 2012 (“Amendment No. 1”), by and between the Company and CCI, and as amended further by the Amendment No. 2 to Stock Purchase Agreement, dated February 1, 2013 (“Amendment No. 2”), by and between the Company and CCI (the Stock Purchase Agreement as amended by Amendment No. 1 and Amendment No. 2 is referred to as the “Amended Stock Purchase Agreement”). The Reporting Person used working capital to acquire the Shares.
Item 4. Purpose of the Transaction.
The Reporting Person acquired beneficial ownership of, and currently holds the Shares for, investment for its own account.
Item 5. Interest In Securities of the Issuer.
(a) and (b) The Reporting Person owns 6,000,000 Shares. Additionally, the Reporting Person owns options to purchase 3,000,000 Shares at the exercise price of $0.20 per share.
The Reporting Person’s directors and officers listed in the following table directly or indirectly beneficially own Shares as follows:
|
Name
|
Position with Reporting Person
|
Position with Issuer
|
Beneficial Ownership
|
|
Timothy King
|
Co-managing Member and Chief Technical Officer
|
Director
|
Beneficial owner of 17.263% membership interest in Reporting Person
|
|
Ryan Skinner
|
Co-managing Member and Chief Strategy Officer
|
Director
|
Beneficial owner of 17.263% membership interest in Reporting Person
|
|
Clifford Walton
|
Co-managing Member and Chief Strategy Officer
|
Director
|
Beneficial owner of 17.263% membership interest in Reporting Person
|
To the knowledge of the Reporting Person, no director or executive officer of the Reporting Person other than those listed in the table above beneficially owns any Shares.
(c) Other than the Reporting Person’s acquisition of Shares pursuant to the Amended Stock Purchase Agreement, neither the Reporting Person nor, to the Reporting Person’s knowledge, any of its directors or executive officers, has engaged in any transactions in the Shares during the past sixty days.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Person intends to consider possible arrangements for members of the Reporting Person to directly own Shares. Other than this and the Amended Stock Purchase Agreement, there are no other contracts, arrangements, understandings or relationships between the Reporting Person and any other person or entity with respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
99.1 Stock Purchase Agreement, dated February 18, 2011
99.2 Amendment No. 1 to Stock Purchase Agreement and Various Option Agreements, dated April 11, 2012
99.3 Amendment No. 2 to Stock Purchase Agreement, dated February 1, 2013
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 10, 2013
Carbon Cycle Investments, LLC
By:
/s/ Timothy King
Title: Managing Member
Annex A
Names, business addresses, occupations and citizenship of directors and executive officers of the Reporting Person:
|
Name
|
Business Address
|
Occupation
|
Citizenship
|
|
Ryan Skinner
|
1727 E. Springfield Ave., Spokane WA 99202
|
Co- managing Member and Chief Strategy Officer
|
US Citizen
|
|
Clifford Walton
|
1727 E. Springfield Ave., Spokane WA 99202
|
Co- managing Member
|
US Citizen
|
|
Timothy King
|
1727 E. Springfield Ave., Spokane WA 99202
|
Co- managing Member and Chief Technical Officer
|
US Citizen
|
|
Michael Mooney
|
1727 E. Springfield Ave., Spokane WA 99202
|
Chief Financial Officer
|
US Citizen
|