Attached files

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EX-3.1 - ARTICLES OF INCORPORATION - WOD Retail Solutions, Inc.deac_ex31.htm
EX-3.2 - ARTICLES OF AMENDMENT - WOD Retail Solutions, Inc.deac_ex32.htm
EX-32.1 - CERTIFICATION - WOD Retail Solutions, Inc.deac_ex321.htm
EX-31.1 - CERTIFICATION - WOD Retail Solutions, Inc.deac_ex311.htm
EX-32.2 - CERTIFICATION - WOD Retail Solutions, Inc.deac_ex322.htm
EX-31.2 - CERTIFICATION - WOD Retail Solutions, Inc.deac_ex312.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
AMENDMENT NO. 1
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from __________, to __________.
 
Commission File Number: 0-11050
 
Dynamic Energy Alliance Corporation
(formerly Mammatech Corporation)
(Exact Name of Registrant as Specified in its Charter)
 
Florida   59-2181303
(State or other jurisdiction of  incorporation or organization)   (I.R.S. Employer Identification No.)
 
10000 N. Central Expressway, Suite 400, Dallas, TX 75231
(Address of Principal Executive Offices) (Zip Code)
 
Registrant's telephone number including area code: (214) 838-2687
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
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 definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Larger accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
As of November 12, 2013, 196,050,937 shares of $0.0001 par value common stock were outstanding.
 


 
 

 
 
EXPLANATORY NOTE
 
The registrant is filing this Amendment No. 1 to Form 10-Q, or this Amendment, to amend the Form 10-Q for the fiscal quarter ended September 30, 2013 (Commission File Number: 0-11050), or the Form 10-Q, as filed by the registrant with the Securities and Exchange Commission, or the SEC, on November 19, 2013. The purpose of this Amendment is to amend, restate, and clarify Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations for disclosures to the quarter ending on September 30, 2013 and clarify that Item 6. Exhibit 3.1 refers to the Company’s Articles of Incorporation and Exhibit 3.2 refers to the Company’s Amended Articles of Incorporation (and shall always be so when future referenced), which have been filed in the State of Florida, with the Department of Corporations. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer are filed as exhibits to this Amendment.
 
No other changes have been made to the Form 10-Q other than those described above. This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
 
 
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PART I – FINANCIAL INFORMATION
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

(a) Company Overview

Dynamic Energy Alliance Corporation (“DEAC”) was formerly Mammatech Corporation (“MAMM”) (or the “Company”), and was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation.
 
Through its wholly owned subsidiary, Dynamic Energy Development Corporation (“DEDC”), the Company had a business plan to develop, commercialize, and sell innovative technologies in the recoverable energy sector. Specifically, it focused on identifying, combining and enhancing existing industry technologies with proprietary recoverable production and finishing processes to produce synthetic oil, carbon black, gas, and carbon steel from discarded or waste tires waste. This process was to be accomplished with limited residual waste product and significant reductions in greenhouse gases, compared to traditional processing. To maximize this opportunity, the Company had hoped to develop a scalable, commercial development strategy to build "Energy Campuses" with low operational costs and long-term, recurring revenues.
 
The Company was not able to successfully execute on this business plan and since then has been in a period of restructuring. Management for the Company has changed significantly. The majority owners of the Company has also changed. During this transition the Company has endeavored to streamline its business, tighten its capital structure and clean up many of its outstanding liabilities. During this time, the Companys management has also diligently pursued other potentially valuable technologies and assets in the automotive intellectual property sector with which it will include as its primary business model. The Companys management, certain employees and independent contractors have been working with the Companys existing business affiliations to maintain the good will of the Company and to transition itself into the automotive intellectual property sector. The Company continues to operate to exploit these opportunities, its current affiliations and its business transition plans.
 
(b) Plan of Operations
 
The Company’s business plan has been focused on developing and implementing recoverable energy technologies. DEDC, the Company’s wholly owned subsidiary, was seeking to locate joint venture partners or other financing partners (hereinafter collectively “joint venture partners”), on a project by project basis, for the purpose of development, construction and operation of free standing plants which provide full cycle processing to convert discarded tires into shelf ready, saleable synthetic oil and solvents and carbon products (hereinafter referred to as “plants”). Although, the Company has identified various plant locations and potential joint venture opportunities, as of today, it has not executed any agreements for the development of a plant. This line of business proved to ultimately be unsuccessful and the Company has been winding down that aspect of its business plan by working with its current affiliations to maintain the Company’s good will and assets, including its network of industry specific businesses and professionals. Simultaneously with the wind down of its recoverable energy plans, the Company has actively pursuing certain types of valuable technologies and assets in the automotive intellectual property sector. Management continues to explore, evaluate and negotiate with several new potential lines of business to transition its “tires to energy” business into an intellectual property based business in the automotive industry . Management is in the process of determining the best course of action for the immediate future implementation of its corporate strategies.
 
 
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PART II – OTHER INFORMATION

Those exhibits marked with an asterisk (*) refer to exhibits filed herewith. The other exhibits are incorporated herein by reference, as indicated in the following list.

ITEM 6. EXHIBITS
 
Exhibit No.   Description of Exhibit
     
3.1*   Articles of Incorporation of the Registrant, filed with the Secretary of State of the State of Florida on November 23, 1981, filed with the Department of Corporations
     
3.2*   Articles of Amendment to Articles of Incorporation of the Registrant, as amended and restated with the Secretary of State of the State of Florida, filed with the Department of Corporations
     
3.3   By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (filed on October 2, 2013) dated September 30, 2013)
     
31.1*   Certification of Steven Frye, Chief Executive Officer , pursuant to Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)
     
31.2 *   Certification of Josh Stocks, Principal Financial Officer, pursuant to Rule 13a-14(a)/15(d)-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)
     
32.1 *   Certification of Steven Frye, Chief Executive Officer, pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes- Oxley Act)
     
32.2 *   Certification of Josh Stocks, Principal Financial Officer, pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-OxleyAct)
     
101.INS**   XBRL Instance Document
     
101.SCH**   XBRL Taxonomy Extension Schema Document
     
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **   XBRL Taxonomy Extension Presentation Linkbase Document
_______________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to its Report on Form 10-Q for the quarter ended September 30, 2013 to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  DYNAMIC ENERGY ALLIANCE CORPORATION  
       
Date: January 15, 2014
By:
/s/ Steven Frye  
    Steven Frye  
    Chief Executive Officer  
    (Duly Authorized and Principal Executive Officer)  
       
       
Date: January 15, 2014
By:
/s/ Josh Stocks  
    Josh Stocks  
    Controller and Principal Financial Officer  
    (Duly Authorized and Principal Financial Officer)  
 
 
 
 
 
 
 
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