UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2012
Dynamic Energy Alliance Corporation
(formerly Mammatech Corporation)
(Exact name of registrant as specified in its charter)
Florida
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0-11050
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59-2181303
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(State or other jurisdiction of incorporation or
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(Commission File Number)
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IRS Employer Identification No.)
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organization)
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Memphis Clark Tower
5100 Popular Avenue, Ste. 2700
Memphis, TN
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38137
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (901) 414-0003
233 North Garrard, Rantoul, IL 61866
(Former name or former address, if changed since the last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINATIVE AGREEMENT
On March 14, 2012,, Dynamic Energy Alliance Corporation, a Florida corporation (the “Corporation”), executed a consulting agreement with Undiscovered Equities, Inc. (“UEI”), pursuant to which UEI has agreed to provide various consulting services, including retention and supervision of various public relations services and investor relations services, strategic business planning, broker dealer relations, financing alternatives and sources, and due diligence meetings for the investor community. The Agreement has a 6 month term, but may be terminated early after 60 days, and provides for the Company to pay consulting fees as follows: (i) the sum of $25,000 per month over the term of the Agreement and (ii) a signing bonus in the form of immediate issuance of 125,000 shares of the Company’s restricted Common stock.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective March 19, 2011, the Corporation issued a total of 125,000 shares of restricted common stock of the Corporation to Undiscovered Equities, Inc., (see Item 1.01 above)
The fair value of the share compensation paid by the Company pursuant to said Agreement was calculated at the closing market price of the Company’s publicly traded common shares on the date of execution of the Consulting Agreement, and totaled $17,500.00, or an average of $0.14 per share.
The Company also issued Pamela Griffin, its departing Chief Executive Officer, 500,000 warrants to acquire restricted shares of the Company’s common stock, at an exercise price of $0.001 per share, which warrants may be exercised after 12 months, and expire if not exercised within five years from the date of grant. These warrants are to be issued in settlement of claims held by Ms Griffin for prior uncompensated services performed. (see below)
ITEM 5.02 RESIGNATION OF CHIEF FINANCIAL OFFICER
Effect March 14, 2012, Pamela Griffin resigned as a director, and as Chief Financial Officer and Principle Accounting Officer of the Company, citing a desire to pursue personal interests. The Board of Directors accepted Ms Griffin’s resignation, and concurrently appointed James Michael Whitfield, the Company’s Chief Executive Officer, as interim Chief Financial Officer.
Ms. Griffn served as Chief Financial Officer of the Company between March 1, 2011 and September 31, 2011, but was not compensated for serving in such capacity. Concurrently with her resignation, the Company entered into a settlement agreement with Ms Griffin, settling her claims for compensation for such period, pursuant to which the Company issued Ms Griffin 500,000 warrants to acquire restricted shares of the Company’s common stock, at an exercise price of $0.001 per share, which warrants may be exercised after 12 months, and expire if not exercised within five years from the date of grant.
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SIGNATURE
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 hereunto duly authorized.
DYNAMIC ENERGY ALLIANCE CORP.
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Dated: March 19, 2012 |
By:
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/s/ James Michael Whitfield
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James Michael Whitfield
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President, Chief Executive Officer,
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Chief Financial Officer, Treasurer and Director
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