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EX-32.1 - CERTIFICATION - WOD Retail Solutions, Inc.mamm_ex321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 2011

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____ to _______
 
Commission File Number:  0-11050

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.)

Memphis Clark Tower, 5100 Popular Avenue, Ste. 2700, Memphis, TN 38137
(Address of Principal Executive Offices)  (Zip Code)

Registrant's telephone number including area code:   (901) 414-0003
 
233 North Garrard, Rantoul, IL 61866 Fiscal year December 31
Former name, former address, and former fiscal year, if changed since last report
 
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 o   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 o    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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 26,246,392 shares of common stock, par value $0.0001, outstanding as of June 30, 2011.
 


 
 

 
 
MAMMATECH CORPORATION
Quarterly Report on Form 10-Q for the period ended June 30, 2011

INDEX

     
Page
 
PART I - FINANCIAL INFORMATION
 
Item 1.
Condensed Consolidated Financial Statements.
  4  
 
Condensed Consolidated Balance Sheets
  5  
 
Condensed Consolidated Statements of Operations and Comprehensive Loss
  6  
 
Condensed Consolidated Statement of Shareholders’ Deficiency
  7  
 
Condensed Consolidated Statements of Cash Flows
  8  
 
Notes to Condensed Consolidated Financial Statements
  9  
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  17  
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk.
  20  
Item 4T. 
Controls and Procedures.
  20  
 
PART II - OTHER INFORMATION
 
Item 1.  
Legal Proceedings.
  20  
Item 1A. 
Risk Factors.
  20  
Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds.
  24  
Item 3.  
Defaults Upon Senior Securities.
  24  
Item 4.   
Submission of Matters to a Vote of Security Holders.
  24  
Item 5.  
Other Information.
  24  
Item 6.   
Exhibits.
  25  

 
2

 
 
AUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 
Information included or incorporated by reference in this Report contains forward-looking statements.  Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.
 
Among the material risks which may impact Forward Looking Statements are the following: the risk that we are unsuccessful in obtaining additional capital through the private sale of common shares, debt and/or convertible debt on commercially reasonable terms and which we require in order to fund management’s business plans; the risk that we are unsuccessful in negotiating joint ventures and other financing arrangements for the development, construction and operation of our proposed plants, and the risk that our combination of technologies planned for our plants does not perform to expectations, or does not operate profitably.

The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks described in this report and matters described in this report generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.  These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in this Report and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of certain of the risks and factors that may affect the Company's business.
 
 
 
3

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.    Financial Statements
 
MAMMATECH CORPORATION
 
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE SIX MONTHS ENDED JUNE 30, 2011

 
 
(UNAUDITED)
 
 
 
4

 
 
 MAMMATECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
MAMMATECH CORPORATION
 
CONDENSED CONSOLIDATED BALANCE SHEETS
             
   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
ASSETS
           
Current
           
Cash
 
$
593
   
$
3,955
 
Accounts receivable
   
57,409
     
-
 
Due from related parties
   
127,477
     
-
 
Total current assets
   
185,479
   
$
3,955
 
                 
Intangible assets
   
2,000,000
     
-
 
                 
Total Assets 
 
$
2,185,479
   
$
3,955
 
                 
LIABILITIES
               
Current
               
Accounts payable and accrued expenses
 
$
1,063,756
   
$
1,023,468
 
Income taxes payable
   
755,987
     
-
 
Loans payable to a related party
   
34,584
     
-
 
Contingent consideration payable
   
568,232
     
-
 
Convertible debentures payable
   
790,000
     
123,000
 
Total Liabilities 
   
3,212,559
     
1,146,468
 
                 
STOCKHOLDERS' EQUITY
               
Common stock
               
Authorized:
               
Preferred stock: 50,000,000 shares authorized, par value: $0.00001, zero shares issued and outstanding, respectively
     
   
 -
 
Common stock: 150,000,000 shares authorized, par value: $0.00001,
               
26,246,392 and 10,000 shares issued and outstanding, respectively
   
2,535
     
1
 
Additional paid-in capital
   
-
     
99
 
                 
Accumulated deficit (1)
   
(1,029,615
)
   
(1,142,613
)
 Total Stockholder’ Equity
   
(1,027,080
)
   
(1,142,513
)
                 
 Total Liabilities and Stockholders’ Equity
 
$
2,185,479
   
$
3,955
 

(1) The March 9, 2011 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 3.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5

 
 
MAMMATECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 
   
THREE MONTHS ENDED
   
THREE MONTHS ENDED
   
SIX
MONTHS ENDED
   
SIX
 MONTHS ENDED
 
   
JUNE 30, 2011
   
JUNE 30, 2010
   
JUNE 30, 2011
   
JUNE 30, 2010
 
                         
Revenue
  $ 1,493,342     $ -     $ 1,493,342     $ -  
Cost of revenues
    -       -       -       -  
Gross margin
    1,493,342       -       1,493,342       -  
General and administrative expenses
    225,950       -       694,922       -  
                                 
Net income from continuing operations, before income tax expense
    1,267,392       -       798,420       -  
                                 
Income tax expense
    506,320       -       506,320       -  
                                 
Net income from continuing operations
    761,072       -       292,100       -  
                                 
Gain on disposal of discontinued operations, including net income from discontinued operations (net of tax - $30,151)
      -         -       484,648         -  
                                 
 
Net Income
  $ 761,072     $ -     $ 776,748     $ -  
                                 
Basic and fully diluted income per share, from continuing operations
  $ 0.03     $ -     $ 0.05     $ -  
Basic and fully diluted loss per share, from discontinued operations
  $ 0.00     $ -     $ 0.00     $ -  
Weighted average number of common shares outstanding – basic and diluted (2)
    25,960,678       -       16,263,860       -  
 
(2) The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares. See Note 3.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
6

 

MAMMATECH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD ENDED JUNE 30, 2011
 (Unaudited)
 
   
Common Stock
   
Additional
Paid-In
   
Accumulated
   
Total
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
                               
Balance, June 30, 2010
       
$
-
   
$
-
   
$
-
   
$
-
 
                                       
Issuance of common stock
   
10,000
     
1
     
99
     
     
100
 
                                         
Net loss for the period
   
-
     
 -
     
-
     
(1,142,613
)
   
(1,142,613
)
                                         
Balance, December 31, 2010 (3)
   
10,000
     
1
     
99
     
(1,142,613
)
   
(1,142,513
)
                                         
Private company shares issued in shares exchange transaction
   
15,036,692 
     
1,504 
     
(1,504) 
     
-
     
-
 
Shares issued to debenture holder
   
2,000,000
     
200
     
(200
   
-
     
-
 
Share for debt exchange
   
576,000
     
58
     
274,942
     
-
     
275,000
 
Recapitalization
   
7,623,700
     
762
     
(1,057,077
   
     
(1,056,315
)
Shares issued for services
   
1,000,000
     
10
     
119,990
     
     
120,000 
 
Additional paid-in capital adjustment to accumulated deficit
   
     
     
663,750
     
(663,750
)
   
-
 
                                         
Net income for the period
   
-
     
-
     
-
     
776,748
     
776,748
 
                                         
Balance, June 30, 2011
   
26,246,392
   
$
2,535
   
$
-
   
$
(1,029,615
)
 
$
(1,027,080
)
 
(3) The December 31, 2010 the capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 3.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
7

 
 
MAMMATECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(Unaudited)
 
   
2011
   
2010
 
             
Operating Activities
           
Net income
 
$
776,748
   
$
-
 
Adjustments to reconcile net income to net cash used by operating activities:
               
                 
Non-cash consulting expenses
   
548,000
     
-
 
Gain on sale of subsidiary
   
(484,648
   
-
 
Recapitalization under reverse merger
   
 (739,706)
     
-
 
Changes to operating assets and liabilities:
               
Accounts receivable
   
(57,409
)
   
-
 
Due from related parties
   
(127,477
)
   
-
 
Accounts payable and accrued liabilities
   
40,288
     
-
 
Accrued interest
   
1,600
     
-
 
Income taxes payable
   
755,987
     
-
 
Loans payable
   
34,584
     
-
 
Liabilities, net of assets, disposed on sale of subsidiary
   
484,648
     
-
 
 Net cash provided by operating activities
   
1,232,615
     
-
 
 
Financing Activities
               
Payment of contingent consideration payable
   
(1,431,768
)
   
-
 
Shares acquired and returned to treasury
   
(322,000
)
   
-
 
Proceeds from convertible debentures
   
240,400
     
-
 
Cash received from reverse merger
   
277,391
     
-
 
 Net cash used by financing activities
   
(1,235,977
)
   
-
 
                 
Net Decrease In Cash
   
(3,362
   
-
 
                 
Cash, Beginning Of Period
   
3,955
     
-
 
                 
Cash, End Of Period
 
$
593
   
$
-
 
                 
Supplemental Information
               
Cash Activities
               
Interest paid
 
$
-
   
$
-
 
Income taxes paid
 
$
-
   
$
-
 
                 
Non-cash Financing Activities
               
Common stock issued upon reverse merger
 
$
2,266
   
$
-
 
2,000,000 shares issued to debenture holder
 
$
200
   
$
-
 
Debenture issued for non-cash consideration
 
$
153,000
   
$
-
 
Common shares issued for services
 
$
120,000
   
$
-
 
 
The accompanying condensed notes are an integral part of these consolidated financial statements.
 
 
8

 
 
MAMMATECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2011
(Unaudited)

1.  
DESCRIPTION OF BUSINESS
 
Mammatech Corporation (“MAMM” or the “Company”), through its wholly-owned subsidiary, Dynamic Energy Development Corporation (“DEDC”), is initiating a plan for commencement of a business to develop, commercialize, and sell innovative technologies in the renewable energy sector. DEDC will create a full cycle process for converting discarded tires to shelf ready, salable fuel and carbon products.

The Company was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation. The fiscal year end of the Company has now been changed to December 31 from August 31.

Merger Acquisition by way of Share Exchange

On March 9, 2011, the Company effectively completed a merger acquisition transaction whereby it entered into a Share Exchange Agreement (“SEA”) with Dynamic Energy Development Corporation, a privately held corporation (“DEDC”), with DEDC becoming a wholly-owned subsidiary of the Company. All of the shares of DEDC were transferred to Dynamic Development Corporation, a Delaware corporation. This company was then merged with MAMM.

In connection with this merger acquisition, on May 5, 2011, the Board of Directors resolved to change the Company’s name to Dynamic Energy Alliance Corporation. To date, this name change has not been formally registered or approved in the Company’s state of incorporation. 

The share transactions to complete the merger transaction are hereinafter collectively referred to as the “Merger.” All costs incurred in connection with the Merger have been expensed.  Following the Merger, the Company abandoned its prior business and adopted DEDC’s business plan as its principal business.

In addition, the director and officer of MAMM were replaced by the directors and officers of DEDC.
 
2.  
BASIS OF PRESENTATION
 
The accompanying unaudited condensed consolidated financial statements of Mammatech Corporation (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.

These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2010, has been omitted.  The results of operations for the six month period ended June 30, 2011 are not necessarily indicative of results for the entire year ending December 31, 2011.

Going Concern

Since inception, the Company has a cumulative net loss of $,989,291. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties.  The Company must secure additional working capital through loans,  sale of equity securities, or a combination, in order to implement its business plans.,  There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 
 
9

 

3.  
MERGER

 
(a)  Description of the Merger
 
This merger acquisition was transacted as follows:
 
The Company, DEDC and Verdad Telecom (“MAMM Controlling Shareholder”) entered into a Share Exchange Agreement, pursuant to which MAMM Controlling Shareholder, owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of the Company (“Common Stock”), equivalent to 85.5% of the issued and outstanding Common Stock (the “Old MAMM Shares”) would return its shares to treasury and DEDC shareholders would exchange 17,622,692 DEDC shares on a one for one basis of newly issued shares of the Company.  On return of such shares to treasury, the MAMM Controlling Shareholder received a cash payment of $322,000 (the “Purchase Price”).
 
In addition, prior to the effective time of the Merger, 2,000,000 shares of MAMM’s common stock were issued to a debenture holder pursuant to an investment bonus feature in the convertibility of debenture notes.
 
Immediately prior to the effective time of the Merger, 7,623,700 shares of MAMM’s common stock were issued and outstanding. Upon completion of the Merger, the DEDC shareholders owned approximately 69.8% of the Company’s issued and outstanding common stock.
 
All references to share and per share amounts in these financial statements have been restated to retroactively reflect the number of common shares of MAMM common stock issued pursuant to the Merger.
 
 
(b)  Accounting Treatment of the Merger; Financial Statement Presentation
 
The Merger was accounted for as a reverse acquisition pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-40-25.1, which provides that the merger of a private operating company into a non-operating public corporation without significant net assets typically results in the owners and management of the private company having actual or effective operating control of the combined company after the transaction, with the shareholders of the former public corporation continuing only as passive investors.  
 
These transactions are considered by the Securities and Exchange Commission to be capital transactions in substance, rather than business combinations. That is, the transaction is equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation, accompanied by a recapitalization.
 
Accordingly, the Merger has been accounted for as a recapitalization, and, for accounting purposes, DEDC is considered the acquirer in a reverse acquisition.
 
MAMM’s  historical accumulated deficit for periods prior to March 9, 2011, in the amount of $ 3,559,813, was eliminated by offset against additional-paid-in-capital, and the accompanying financial statements present the previously issued shares of MAMM common stock as having been issued pursuant to the Merger on March 9, 2011.
 
The shares of common stock of the Company issued to the DEDC stockholders in the Merger are presented as having been outstanding since December 13, 2010, the month when DEDC first sold its equity securities.
 
Because the Merger was accounted for as a reverse acquisition under Generally Accepted Accounting Principles (“GAAP”), the financial statements for periods prior to March 9, 2011 reflect only the operations of DEDC
 
 
10

 
 
4.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Dynamic Energy and Development Corp, and its wholly-owned subsidiary, Transformation Consulting, Inc.  All intercompany balances and transactions are eliminated on consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

Cash and Cash Equivalents

Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase.

Fair Value of Financial Instruments

The Company accounts for the fair value of financial instruments in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.

The three levels are defined as follows:
 
·  Level 1
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
· Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
· Level 3
inputs to valuation methodology are unobservable and significant to the fair measurement.
 
 
The fair value of the Company's cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.
 
Intangible Assets

Intangible assets comprise the customer lists purchased in connection with the acquisition of Transformation Consulting, Inc. on March 9, 2011.

The intangible assets are reported at acquisition cost and are amortized on the basis of management’s estimate of the future cash flows from this asset over approximately five years, which is management’s estimate of the useful life of the customer lists. Amortization commenced in April, 2011 when revenue commenced.

In accordance with ASC Topic 360-10-15 (prior authoritative literature: SFAS 144), the Company performed an assessment as of June 30, 2011. The Company assessed the recoverability of the carrying value of its intangible assets based on estimated undiscounted cash flows to be generated from this asset. For the period ended June 30, 2011, the carrying value was less than the undiscounted cash flows, indicating no impairment.
 
 
11

 
 
 
Revenue Recognition

The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.

Net Income (Loss) Per Common Share

Basic income (loss) per common share (“EPS”) is calculated by dividing the income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company currently has no dilutive securities and as such, basic and diluted income (loss) per share is the same for all periods presented.
 
Recently Issued Accounting Pronouncements

Effective January 2010, the Financial Accounting Standards Board ("FASB") issued authoritative guidance regarding improving disclosures about fair value measurements. The guidance requires new disclosures about significant transfers in and out of Levels 1 and 2 fair value measurements and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 fair value measurements. The new guidance also clarifies existing disclosure requirements regarding inputs and valuation techniques, as well as the level of disaggregation for each class of assets and liabilities for which separate fair value measurements should be disclosed. The guidance became effective for the Company at the beginning of fiscal 2010, except for the separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements, which is effective for the Company at the beginning of fiscal 2011. The adoption of this guidance did not have a material impact, and the deferred provisions of this guidance are not expected to have a material impact, on the Company’s condensed financial statements.

In May 2011, the FASB issued a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of this accounting guidance to have a material impact on its consolidated financial statements and related disclosures.
 
5. 
RELATED PARTY TRANSACTIONS
 
a) Due from related parties

Amounts due from related parties represent amounts due from companies related through common shareholders, and directors and officers of the Company. These amounts are non-interest bearing and have no fixed terms of repayment.

b) Loans payable to a related party

Amounts due to a related party represent amounts due to a shareholder of the Company. These amounts are unsecured, bear interest at 15% per annum and are repayable, with accumulated interest, by December 31, 2011.

c) Transactions with related parties

Related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. For the six months ended June 30, 2011, the Company incurred expenditures for various services provided by a company related through common shareholders, and a director and officer of the Company in the amount of $25,800 (2010 - $NIL), as well as for strategic business services in exchange for the issuance of 1,000,000 shares of common stock of the Company with a fair value of $120,000.
 
d) our related parties included:
 
Infinity Web Systems, Inc.
 
On January 28, 2010, TC entered into a Management Services and Agency Agreement (“Agreement”) with Infinity Web Systems, Inc. (“INF”), an entity controlled by Charles R. Cronin, Jr. (“Cronin”), a director of the Company.

Pursuant to the executed Agreement, TC agreed to, including other customary provisions:

(a)  transfer to INF the ownership of certain TC current direct to consumer membership products (TC Legacy Programs”), upon TC receiving a total of $1,000,000 in revenues;

(b)  introduce INF to TC’s existing and potential vendors for use in managing the TC Legacy Programs on behalf of TC, and

(c)  have INF act as TC’s sales agent for new product sales.

In consideration, INF would receive 20% of the all gross receipts of TC Legacy Program sales, with TC receiving the balance. Separately, TC and INF would each be entitled to 50% of new business sales.
 
 
12

 
 
 
After total payments of $2,000,000 to TC from all related revenues of the TC and INF Agreement, INF would no longer be obligated to pay TC any further compensation from TC Legacy Programs and/or new product sales.

Pursuant to the contingent consideration of $2,000,000 due to Cronin from TC as set forth in the Stock Purchase Agreement dated March 9, 2011, all revenues generated by TC from the Agreement between TC and INF are immediately disbursed to Cronin.

All cash management services, pertaining to the revenues generated by TC under the Agreement with INF, is managed by INF and Cronin directly from an escrow account, including deposits of revenues and payment disbursements to Cronin. As a result, the Company does not have access to the cash flow from such revenues, which are administered from said escrow account.

As of June 30, 2011, management estimated, for presentation purposes, that the present value of the contingent consideration payable is $2,000,000, but the actual amount to be paid could be higher, depending on future events. The total, and current portion expected to be paid within the next 12 months, is approximately $568,232 after revenues of $1,493,342.
 
Revenues from related parties were as follows:
 
   
For three months ended June 30,
   
For six months ended June 30,
 
    2011     2010     2011     2010  
                             
Revenues from Related Parties
$             $            
  Infinity Web Systems, Inc.
    1,493,342       -       1,493,342       -  
Total
    1,493,342       -       1,493,342       -  
 
Payments to related parties were as follows:

   
For three months ended June 30,
   
For six months ended June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Payments to Related Parties
$           $            
  Charles R. Cronin, Jr.
    1,493,342       -       1,493,342       -  
Total
    1,493,342       -       1,493,342       -  
 
 
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6.  
ACQUISITION OF TRANSFORMATION CONSULTING, INC.
 
On March 9, 2011, DEDC purchased 100,000 shares, representing all of the outstanding shares, of Transformation Consulting, Inc. (“TC”) pursuant to a Stock Purchase Agreement dated February 25, 2011. The purchase price for the Shares was $2,000,000, payable from the gross revenues (pre-tax) of TC, as received, subject to the following contingent reduction or increase of the purchase price.  If TC’s gross revenues during the two years following the closing are less than $2,000,000, then the purchase price for the shares shall be reduced to the actual revenue received by TC during the two year period.  If TC’s revenues during the same two year period exceed $2,000,000, then the purchase price for the shares shall be increased by one-half of the excess revenues over $2,000,000 (“contingent consideration”).

Management estimated, for presentation purposes, that the present value of the contingent consideration payable is $2,000,000, but the actual amount to be paid could be higher, depending on future events. The total, and current portion expected to be paid within the next 12 months, is $568,232.
 
7.  
CONVERTIBLE DEBENTURES PAYABLE
 
On June 30, 2011, the Company had issued $790,000 of convertible debentures (“debentures”), with interest rates from 6% to 20% per annum.  The holders of each debenture may convert the debentures into shares of the Company’s common stock, convertible at $1.00 per share at any time prior to the maturity date.  During the period, one debenture holder received an investment bonus of 2 million shares of the Company common stock, as consideration for making the investment in the debentures.  Maturity date is the earlier of: (i) six months from the signing of each debenture; or (ii) the date on which project financing is obtained; or (iii) the date of receipt of significant equity investment.

In accordance with the provisions of ASC Topic 470-20, the Company recognizes the value of any embedded beneficial conversion feature in connection with the convertible notes. The fair value of the embedded beneficial conversion feature is estimated to be the difference between the issue date fair value and face amount of the debt with the fair value of the debt being determined on a relative fair value basis, based on the underlying estimated fair value of the common shares issuable on conversion. The embedded beneficial conversion feature would be recorded as a credit to additional paid-in capital. The resulting debt discount is accreted over the term of the notes using the effective interest amortization method. , The Company determined that no debt discount exists. The Company has recorded accrued interest of $40,288 (2010 - $Nil) on the debenture debt through June 30, 2011.
 
8.  
STOCKHOLDERS' DEFICIT
 
Authorized

The Company is authorized to issue 50,000,000 shares of preferred stock, having a par value of $0.00001 per share, and 150,000,000 shares of common stock having a par value of $0.00001 per share.

Issued and Outstanding

Preferred Stock

There were no preferred shares issued and outstanding as of June 30, 2011 and December 31, 2010.
 
 
14

 
 
 
Common Stock

There were 10,000 common shares issued and outstanding as of December 31, 2010.

During the six month period ended June 30, 2011, the following share transactions occurred:
 
 
2,000,000 shares were issued to a convertible debenture holder as an investment bonus for investment;

 
576,000 shares were issued as settlement of debt of $275,000;

 
52,713,813 shares had been issued prior to the reverse merger;

 
44,786,188 shares were acquired for cash payment of $322,000 and returned to treasury;

 
15,036,692 shares were issued in connection with the reverse merger;

 
1,000,000 shares were issued for strategic business services rendered.
 
 
The Company's reverse merger transaction has been accounted for as a recapitalization of the Company whereby the historical financial statements and operations of the Acquired Company become the historical financial statements of the Company, with no adjustment of the carrying value of the assets and liabilities.
 
The financial statements have been prepared as if the reverse merger transactions had occurred retroactively as of the periods presented. Share and share amounts reflect the effects of the recapitalization for all periods presented. Accordingly, all of the outstanding shares of the Acquired Company's common stock at the completion date of the reverse merger transaction have been exchanged for the Company's common stock for all periods presented.
 
9.  
DISCONTINUED OPERATIONS
 
On February 28, 2011, the Company sold its wholly owned subsidiary, Mammacare Corporation, to its managers for consideration of $1. Mammacare Corporation was indebted to these individuals for $1,495,000.  The Company sold this subsidiary due to its negative value and accumulated losses.

Following are results of operations from January 1, 2011 to February 28, 2011:
 
Sales, net
 
$
157,813
 
         
Cost of sales
   
19,857
 
Gross profit
   
137,956
 
         
Selling, general and administrative expenses
   
106,606
 
         
Net Income From Discontinued Operations
   
31,350
 
         
Other Income
       
Realized gain on sale of investment securities
   
9,869
 
Investment income
   
4,465
 
Income From Discontinued Operations For the Period, before income taxes
   
45,684
 
       Less: income taxes
   
(15,533)
 
Net Income From Discontinued Operations
 
$
30,151
 
 
 
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At the date of disposition, following are assets sold and liabilities disposed, and gain on sale of the shares of the subsidiary:

Assets
     
Cash
 
$
121,691
 
Accounts receivable
   
38,644
 
Property and equipment
   
216,906
 
Securities available for sale
   
385,972
 
Other assets
   
15,701
 
Total assets sold
   
778,914
 
Liabilities
       
Accounts payable and accrued liabilities
   
(40,868
)
Accounts payable and accrued liabilities – officers
   
(1,472,361
)
     
(734,315
)
Investment cost of shares in subsidiary
   
1
 
Total net liabilities disposed
   
734,316
 
Proceeds on disposition
   
(1
)
Gain on sale, before income taxes
   
734,315
 
Less: income taxes
   
(249,667
)
         
Gain on sale of shares of subsidiary
 
$
484,648
 
 
10.  
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
 
a)  
Strategic Business Services Agreement
 
On April 25, 2011 the Company entered into an agreement with NBN Enterprises, Inc. (“NBN”), through to May 1, 2013, whereby NBN will provide strategic business services to the Company and will pay the cost of outside legal counsel who will advise the Company on securities, corporate and contract matters.  The agreement provides for compensation to NBN in the form of issuance of restricted Company common stock equal to 5% of outstanding shares, with anti dilution protection through the issuance of additional shares through the term and for the succeeding 12 months, and a non accountable expense allowance of $3,500 per month.  Under this agreement, on April 25, 2011, the Company issued 1,000,000 shares of common stock, having a fair value of $120,000.
 
b)  
Forward Stock Split and Authorized Capital Stock
 
On May 5, 2011, shareholders of the Company approved the following:
 
(1)  
To forward split all outstanding shares of the Corporation’s common stock on a 3 for 1 basis.
 
(2)  
To reset authorized capital stock at 500,000,000 shares, of which 300,000,000 shares shall be Common stock, par value $0.0001, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock; and
 
(3)  
To amend the Company’s Articles of Incorporation to change the Company’s name to “Dynamic Energy Alliance Corporation”
 
The Company is in the process of effectuating these amendments, which are anticipated to take effect in August 2011.

c)  
Line of Credit
 
To June 30, 2011, a related party (the “Lender”) paid $34,584 on behalf of the Company for corporate expenses.  On July 9, 2011, this arrangement was formalized by Board of Directors approval and corporate execution of a revolving line of credit with the Lender, whereby, the Lender established, for a period extending to December 31, 2011, a revolving line of credit for the Company in the principal amount of $100,000, bearing interest at 15% per annum, with advances to be requested in writing by Company on dates and in amounts up to the credit limit, and in the case of each advance, to be made only upon approval and disbursement by the Lender, at his sole discretion.
 
 
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11.  
SUBSEQUENT EVENTS
 
In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 22, 2011, the date the condensed consolidated financial statements were available to be issued.
 
a)  
Consulting Agreements
 
On July 9, 2011, the Board of Directors of the Company approved and the Company executed the following:
 
(1)  
A consulting agreement with TMDS, LLC (the “Consultant”), whereby the Consultant will locate and assist in the Company’s development and construction of energy campus projects to be undertaken by the Company in the future.  The consulting agreement is non-exclusive and runs for a period of five years. As consideration, the Company has agreed to pay compensation to the Consultant in the form of restricted shares of common stock of the Company in an amount equal to 1,000,000 restricted shares every 90 days. In addition, the Consultant is entitled to additional fees, including but not limited to, joint venture, partnership, consulting, developer, contractor and/or project management fees, to be negotiated separately, and agreed to in writing on a project-by-project basis.
 
(2)  
A consulting agreement with Key Services, Inc. (the “Consultant”), whereby the Consultant will locate and assist in the Company’s development and construction of an energy campus project to be undertaken by the Company in the future.  The Consulting Agreement is non-exclusive and runs for a period of five years. As consideration, the Company has agreed to pay compensation to the Consultant in the form of cash in an amount equal to $20,000.00 per month or at the Company’s option (if funds are not available), restricted shares of the Company’s common stock, valued at the average closing price of Company’s common stock over the proceeding 20 trading days. In addition, the Consultant is entitled to additional fees, including but not limited to, joint venture, partnership, consulting, developer, contractor and/or project management fees, to be negotiated separately, and agreed to in writing on a project-by-project basis.
 
b)  
Stock Purchase Warrant
 
On July 9, 2011, the Company granted a stock purchase warrant, which entitles the warrant holder to privately purchase a total of 3,000,000 warrant shares, exercisable under the following terms and conditions:
 
i.  
1,000,000 warrant shares after the first six month anniversary, at a purchase price of $0.10 per share;
ii.  
1,000,000 warrant shares after the first year anniversary, at a purchase price of $0.10 per share;
iii.  
1,000,000 warrant shares after the second year anniversary, at a purchase price of $0.10 per share.
 
In lieu of a cash payment, the warrant holder may elect to exercise the warrant, in whole or in part, in the form of a cashless exercise. The warrant, including unexercised warrant shares, will expire on the four-year anniversary.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Basis of Presentation

The following management’s discussion and analysis is intended to provide additional information regarding the significant changes and trends which influenced our financial performance for the six month period ended June 30, 2011. This discussion should be read in conjunction with the unaudited financial statements and notes as set forth in this report.

The comparability of our financial information is affected by our acquisition of Dynamic Energy Development Corporation in March of 2011. As a result of the acquisition, financial results reflect the combined entity beginning March 10, 2011. For further discussion of the acquisition see note 1 above.
 
 
17

 

Overview
 
Mammatech Corporation (“MAMM” or the “Company”), abandoned its former business on March 16, 2011, and has embarked on a plan to develop a business engaged in the development, commercialization, and sales of innovative technologies in the renewable energy sector.  The Company is in the development stage in pursuing its new business plan, and does not currently have projects underway for the development of renewable energy plants or equipment.  The Company currently operates through its wholly owned subsidiary, Dynamic Energy Development Corporation (“DEDC”).  As its initial focus, DEDC plans 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 which converts discarded tires to shelf ready, salable fuel and carbon products (hereinafter referred to as “plants”).  The Company has just initiated this business plan, and does not have any executed agreement for the development of a plant at this date.

The Company was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation. The fiscal year end of the Company has now been changed to December 31 from August 31.

Merger Acquisition by way of Share Exchange

On March 9, 2011, the Company effectively completed a merger acquisition transaction whereby it entered into a Share Exchange Agreement (“SEA”) with Dynamic Energy Development Corporation, a privately held corporation (“DEDC”), with DEDC becoming a wholly-owned subsidiary of the Company. 100% of the Shares of DEDC were transferred to Dynamic Development Corporation. a Delaware corporation. This company was then merged with MAMM.

In connection with this merger acquisition, on May 5, 2011, the Board of Directors resolved to change the Company’s name to Dynamic Energy Alliance Corporation and a majority of the Shareholders approved these changes by written consent.  Management is in the process of accomplishing this name change.

The share transactions to complete the merger transaction are hereinafter collectively referred to as the “Merger.” All costs incurred in connection with the Merger have been expensed.  Following the Merger, the Company adopted DEDC’s business plan as the Company’s business plan.
 
In addition, the director and officer of MAMM was replaced by the directors and officers of DEDC.

Plan of Operations
 
As its first endeavor in the field of waste recycling, the Company proposes to develop a full cycle process plant for converting discarded tires to salable fuel and carbon products, in partnership on a site by site basis with local joint venture partners and/or financing sources, including companies who produce waste feed stock usable in the plants.. It’s plan call for the creation of an initial state-of-the-art production facility called the “Dynamic Energy Campus TM” by acquiring, combining and maximizing a variety of existing, proven and perhaps innovative “Renewable Energy” technologies currently available in the market.  Once a demonstration plant has been completed and is in operation, the Company’s plan calls for the development of similar freestanding facilities at different locations.   Creation of such an initial plant requires obtaining a location that has a dependable supply of waste feed stock for the plant, obtaining the necessary capital to develop, construct and set in operation the plant (likely with local joint venture partners and/or other financing sources), and establishment of markets for the resale of resulting products.  The Company will endeavor to partner with other companies who can provide waste feed stock, land for a plant, and/or capital, on a joint venture basis.  At this date the Company has not as yet identified or contracted for development of its first plant.
 
 
18

 

Results of Operations – For the six months ended June 30, 2011 compared to the six months ended June 30, 2010.
 
Revenues
 
The Company generated $1,493,342 of revenue for the six months ended June 30, 2011, from consulting services provided by the Company’s Subsidiary.
 
Gain on disposal of subsidiary
 
The Company realized a gain of $484,648 for the six months ended June 30, 2011 from sale of the Company’s Subsidiary.
 
Total operating expenses
 
During the three months ended June 30, 2011 total operating expenses were $185,626.  

Other income and expense
 
The Company had income tax expenses totaling $506,320 for the six months ended June 30, 2011.  
 
Net income
 
During the six months ended June 30, 2011, the net income was $817,072 as a result of the described above. Net income was derived primary from revenues of a subsidiary of the Company.
 
Going Concern
 
There is substantial doubt about our ability to continue as a “going concern” because the Company has incurred continuing losses for operations, and accumulated deficit of approximately $989,291 at June 30, 2011.
 
Liquidity and Capital Resources
 
As of June 30, 2011 and December 31, 2010, the Company had cash on hand of approximately $593 and a deficit of $112,417 respectively.  The increased working capital of approximately $1,431,768 for the six months ended June 30, 2011 resulted primarily from the operations of the Company’s subsidiary, which was offset by approximately $1,431,768 for payments of a $2,000,000 contingent consideration payable (total remaining a balance of approximately $506,658) and $185,626 for general and administrative expenses.  Cash provided by financing activities for the six months ended June 30, 2011 totaled $1,235,997 resulting from funding from the issuance of convertible notes.
 
Company expects significant capital expenditures during the next 12 months, contingent upon raising additional capital.  We anticipate that we will need $2,500,000 for operations for the next 12 months. This capital will be needed for search for and selection of a project, negotiation of join venture terms with plant partners, development of plans for a plant, manufacturing of the plant and systems, start up and initial plant operation, and associated plant costs, as well as for general overhead and administration.  The source of such capital is uncertain, and there is no assurance that the Company will be successful in obtaining such capital on commercially reasonable terms, or at all. Company presently does not have any available credit, bank financing or other external sources of liquidity.
 
Off-balance sheet arrangements

We have no off-balance sheet arrangements.

 
19

 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.
 
Item 4T. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s principal executive officer and principal financial officer have concluded that these controls and procedures are effective in all material respects, including those to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
 
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
In the first fiscal quarter ended June 30, 2011, there had been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material, pending legal proceedings, other than ordinary, routine litigation incidental to our business.

Item 1a. Risk Factors.

Risks Related to the Business and Financial Condition

Our auditors have expressed substantial doubt about our ability to continue as a “going concern.”  Accordingly, there is significant doubt about our ability to continue as a going concern.

Our business began recording revenues in first quarter 2011. As of June 30, 2011, we had an accumulated deficit of approximately $1,109,281 and working capital of $593. A significant amount of capital will be necessary to initiate our business plan to the point where we have one or more plants up and operating which are commercially viable.  The source and availability of such capital is uncertain, and we may be unable to obtain such capital, or obtain it on commercially reasonable terms.  These conditions raise substantial doubt about our ability to continue as a going concern.

If we continue incurring losses and fail to achieve profitability, we may have to cease activities. Our financial condition raises substantial doubt that we will be able to operate as a “going concern”, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements as of June 30, 2011.  These financial statements do not include any adjustments that might result from the uncertainty as to whether we will achieve status as a “going concern”. Our ability to achieve status as a “going concern” is dependent upon our generating cash flow sufficient to fund operations.  Our business plans may not be successful in addressing these issues.  If we cannot achieve status as a “going concern”, you may lose your entire investment in the Company.

We are Currently Dependent on External Financing

Currently, we are dependent upon external financing to fund implementation of our business plan. We estimate that within the next 12 months we will need $2,500,000 to implement our business plan, as well as joint venture arrangements and/or other financing arrangements to provide capital for development, construction and initial operation of our first plant. We do not have such capital available at this date. It is imperative that we receive this external financing to implement our business plan and to finance start up operations. New capital may not be available, adequate funds may not be sufficient to implement or business plan, or capital may not be available when needed or on terms acceptable to our management.  Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our efforts to implement our business plan and could jeopardize our ability to continue our business.
 
 
20

 

We May Not Be Able To Establish Joint Venture or Financing Arrangements, Obtain the Capital to Market Our Technology, Or Otherwise Successfully Operate Our Business.
 
We believe that part of the key to establishing revenues is to successfully establish joint venture or financing arrangements with local joint venture partners, and/or other local financing sources, and with public and private entities who have the need to dispose of waste products which will serve as the feedstock for operation of our Energy Campuses tm. We have not as yet negotiated such joint ventures or arrangements, and our ability to do so, and do so on favorable terms to our proposed business is uncertain. Our success in this regard will depend in large part on market acceptance of our proposed technology and our efforts to educate potential joint venture and financing partners on the advantages of teaming with us to develop, build out and operate our proposed plants. Acceptance of such proposals require marketing expenditures and education and awareness on the part of potential joint venture partners who might serve as partners in our development of plants. We may not have the resources required to promote our technology, or to promote proposal to develop plants and to promote their potential benefits. Such efforts will require additional capital, and the availability, sources and terms for such capital are uncertain. If we are unable to obtain the necessary capital, or unable to successfully promote our technology and/or proposed plant development, or unable to develop profitable joint venture arrangements with producers of waste feed stock, we will be unable to implement our business plan or continue in business.
 
We have a no operating history and may be unsuccessful in our efforts to implement our business plan.
 
We have no history of revenues from operations in our newly selected industry. We have yet to generate positive earnings and there can be no assurance that we will ultimately establish profitable operations.  Our business plan is subject to all the risks inherent in the establishment of a development stage enterprise. We may be unable to locate sites, locate joint venture and/or financial partners, locate the required additional capital, our technology may not work as anticipated, we may find it difficult to obtain waste feed stock at reasonable prices, our end products may not find market acceptance, and we may fail to operate on a profitable basis. As we are in the development stage, potential investors should be aware of the difficulties normally encountered in commercializing our technology and plan proposals. If the business plan is not successful and we are not able to operate profitably, investors may lose some or all of their investment in us.
 
If we are unable to obtain additional funding, business operations will be harmed and if we do obtain additional financing then existing shareholders may suffer substantial dilution.
 
We anticipate that we will require up to approximately $2,500,000 to fund continued operations for the next twelve months, depending on revenue, if any, from operations.  Additional capital will be required to effectively support the operations and to otherwise implement an overall business strategy.  This is in addition to substantial additional capital we are proposing to raise from local joint venture partners and other financing participants on a project-by-project basis.  We currently do not have any contracts or commitments for additional financing or for plant projects..  There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to implement our business plan.  If we are unable to obtain additional financing, we will likely be required to cease activities. Any additional equity financing which involves the sale of our corporate securities may involve substantial dilution to then existing shareholders, while participation arrangements in joint ventures and other arrangements will dilute the profit potential of each plant, since the fruits of plant operation will have to be shared among participating capital sources.
 
Because we are small and do not have much capital, we may have to limit marketing activity which may result in a loss of your investment.
 
Because we are small and do not have much capital, we must limit our business activity. As such we may not be able to complete the sales and marketing efforts required to create opportunities and then enter into joint venture arrangements to develop, construct and operate plants. If we cannot successfully negotiate and enter into contracts for the development, construction and operation of plants, either in joint venture form, or though financing arrangements, then the Company will not be successful and you will lose your investment.
 
If we are unable to continue to retain the services of our current executive personnel and key consultants, or if we are unable to successfully recruit qualified managerial and company personnel having experience in our renewable energy industry, we may not be able to continue operations.
 
Our success depends to a significant extent upon the continued services of our current executive personnel and key consultants, including specifically James Michael Whitfield, Charles R. Cronin, Jr. and Tracy Williams. The loss of the services of any of these key persons could have a material adverse effect on our growth, revenues, and prospective business. None of these individuals currently have employment agreements and they could leave us with little or no prior notice. We do not have “key person” life insurance policies covering any of our employees. Additionally, there are a limited number of qualified technical personnel with significant experience in the design, development, manufacture, and sale of our renewable energy, and we may face challenges hiring and retaining these types of employees.
 
In order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial and company personnel having experience in our renewable energy business. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.
 
 
21

 
 
We are a new entrant into the “Renewable Energy” industry without profitable operating history.
 
As of June 30, 2011, we had an accumulated deficit of approximately $1,109,281.  We expect to derive our future revenues by implementation of our business plan, which contemplates establishment of joint ventures and other financing arrangements for the development, construction and operation of plants, and the sales of our systems.  Success in implementing this business plan and thereby generating   revenues is highly uncertain.  We continue to devote available resources to implement our business plan.  As a result, we expect that our operating losses will increase and that we may incur operating losses for the foreseeable future.

We may not be successful in our efforts to build and profitably operate production facilities, with the result that we will be able to generate enough future revenues  to achieve or sustain profitability.
 
We are dependent on the successful execution of acquiring, combining and maximizing a variety of existing, proven and unproven but innovative “Renewable Energy” technologies which we plan to build and to use in operation of what management believes will be profitable production facilities (“Energy Campuses TM”). The market for our concept of combining technologies is unproven, and certain of the technologies are unproven as well.  The technology may not work, or may not work properly in conjunction with other technologies, or may not gain adequate commercial acceptance.  Thus, there is no assurance that our business plan will succeed.

If We Do Not Obtain And Maintain Necessary Domestic Regulatory Registrations, Approvals And Comply With Ongoing Regulations, We May Not Be Able To Develop, Construct or Operate Our Energy Campuses.
 
The Energy Campuses we propose to develop, construct and operate, will be subject to extensive Federal, State and Local laws and regulations.  Compliance with such laws and regulations may involve the submission of a substantial volume of data and may require lengthy substantive review. This will increase costs and could reduce profitability. We may not be able to comply with future regulatory requirements. Moreover, the cost of compliance with government regulations may adversely affect revenue and profitability on a continuing basis once we have established plants, which are operating.  Failure to comply with applicable regulatory requirements can result in, among other things, injunctions, operating restrictions, and civil fines and criminal prosecution. Delays or failure to obtain registrations could have a material adverse effect on the marketing and sales of services and impair the ability to operate profitably in the future.
 
Because Our Industry Is Subject To Rapid Technological Changes And New Developments, Our Future Success Will Depend On Our Ability To Respond To The Changes And Keep Out Technology updated.
 
The creation of plants and technology utilized to convert waste materials to energy and other usable products is a relatively new technology and is subject to potentially revolutionary technological changes and new developments. Future technological developments could render the plants we propose to build and operate, and/or the equipment therein, obsolete. Future success will depend largely on our ability to anticipate or adapt to such changes in the development, operation and subsequent adaption of our plants.
 
 Our Markets Are Increasingly Competitive And, In The Event We Are Unable To Compete Against Larger Competitors, Our Business Could Be Adversely Affected.
 
The conversion of waste products and materials to energy and alternative new products is becoming an increasingly competitive business. We will compete against several companies seeking to address the conversion of low cost scrap tires into renewable fuel and consumer products. Competitors with greater access to financial resources may enter our proposed markets and compete with us. Many of our competitors will have longer operating histories, larger customer bases, longer relationships with clients, and significantly greater financial, technical, marketing, and public relations resources than we do. We do not have any research and development underway, relying instead on a combination of current state of the art technology for the initial plants we propose to develop, build and operate, while other competitors have established budgets for such R&D. Established competitors, who have substantially greater financial resources and longer operating histories than us, are able to engage in more substantial marketing and promotion and attract a greater number of joint venture opportunities for the development, construction and operation of plants.  In the event that we are not able to compete successfully, our business will be adversely affected and competition may make it more difficult for us to raise capital, establish joint ventures for plant development and implement our business plan.
  
The Company’s Implementation of Its Plan May Be impacted by the health and stability of the general economy.

Unfavorable changes in general economic conditions, such as the current recession, or economic slowdown in the geographic markets in which the Company seeks to establish business may have the effect of making it difficult to raise the required additional capital, or to locate potential joint venture partners which serve as a key part of our business plan.  These factors could adversely affect the Company’s implementation of its business plan and the ultimate establishment of profitable operations.
 
 
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Recent volatility in the Financial Markets may negatively impact the Company’s ability to access Capital and Credit Markets and Implement its Plan
 
Capital and credit markets have become increasingly volatile as a result of adverse conditions that have caused the failure and near failure of a number of large financial services companies. If the capital and credit markets continue to experience volatility and availability of funds remains limited, it is possible that the Company’s ability to raise additional capital through the private placement of shares, debt and/or convertible debt may be limited by these factors while the Company currently requires such sources of additional capital in order to implement its business plan and establish operating revenues.
 
Failure to establish and maintain effective internal controls over financial reporting could have an adverse effect on our business, operating results and stock price.
 
Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud.  If we are unable to maintain adequate internal controls, our business and operating results could be harmed.
 
Risks Related to Common Stock
   
Additional financings may dilute the holdings of our current shareholders.
 
In order to provide capital for the operation of the business, we may enter into additional financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.
 
There is currently a limited public market for our common stock.  Failure to develop or maintain a trading market could negatively affect its value and make it difficult or impossible for you to sell your shares.
 
There has been a limited public market for our common stock and an active public market for our common stock may not develop.  Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us.  Even if a market for our common stock does develop, the market price of our common stock may be highly volatile.  In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.
 
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities
 
As part of the merger (acquisition) transaction completed on March 16, 2009, we issued 17,622,692 shares of the common stock of the Company, $.0001 par value per share, to the shareholders of Dynamic Energy Development Corporation in a share exchange on a one for one basis. Subsequently, Verdad Telecom returned 44,786,188 shares of common stock in the Company, $.0001 par value per share, in exchange for a cash payment of $322,000 (the “Purchase Price”). This transaction closed on March 10, 2011. The shares were issued pursuant to an exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.
 
Purchases of equity securities by the issuer and affiliated purchasers
 
None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.
 
On May 5, 2011, our Board of Directors and the majority shareholders of approximately 59.23% of our common stock with voting power as of the Record Date have giving written consent as of May 5, 2011, to approve the following:
 
(1) 
To Forward Split all out standing shares of the Corporation’s common stock on a 3 for 1 basis.
 
(2)
To reset authorized capital stock at 500,000,000 shares, of which 300,000,000 shares shall be Common stock, par value $0.0001, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock; and
 
(3)
To amend the Company’s Articles of Incorporation to change the Company’s name to “Dynamic Energy Alliance Corporation”
 
These actions were approved effective as of May 5, 2011, by our Board of Directors and the shareholders who hold a majority of our issued and outstanding voting securities. We anticipate an effective date of September 1, 2011, or as soon thereafter as practicable in accordance applicable law, including the Florida General Corporation Law (“FGCL”).

On May 5, 2011, the Board of Directors of Mammatech Corporation (the “Company”) approved by unanimous written consent the change of the Company’s fiscal year end from August 31 to December 31. The Company intends to filed a transition report on Form 10-QA for the transition period from September 1, 2010 to December 31, 2010 on August 15, 2011.
 
Item 5. Other Information.

N/A
 
 
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Item 6. Exhibits.

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.

Exhibit No.
Description

3.1 
Articles of Incorporation
 
3.2 
Articles of Amendment to Articles of Incorporation
 
3.3 
By-Laws
 
3.4 
Amendments to By-Laws
 
10.1
Share Exchange Agreement dated March 9, 2011, by and among Dynamic Energy Development Corporation, Mammatech Corporation and Verdad Telecom (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated March 16, 2010).
 
10.2
Share Purchase Agreement Dated July 9, 2010 by and between the Company and Verdad Telecom, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated July 14, 2010)
 
10.3
Amendment to Share Purchase Agreement Dated July 23, 2010 by and between the Company and Verdad Telecom, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated July 27, 2010)
 
10.4
Strategic Consulting Services Agreement with NBN Enterprises, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated July 22, 2011)
 
10.5
Consulting Agreement with TMDS, LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated July 22, 2011)
 
10.6
Consulting Agreement with Key Services, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated July 22, 2011)
 
10.7
Line of Credit with Charles R. Cronin, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated July 22, 2011)
 
10.8
Stock Warrant Agreement with Charles R. Cronin, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated July 22, 2011)
 
21.1 
List of Subsidiaries
 
99.1
Audited financial statements of DYNAMIC for the fiscal year ended December 31, 2010 (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K dated March 16, 2010).
 
99.2 
Audited financial statements of TC for the fiscal years ended December 31, 2010 and December 31, 2009 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated March 16, 2010).
 
101**
Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2011 furnished in XBRL).

31.1*
Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
31.2*
Certification of the registrant's Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
32.1*
Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
32.2*
Certification of the Company's Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
 * In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
 
** The Company will furnish Exhibit 101 within 30 days of the filing date of this Report, as permitted under the rules of the SEC
 
 
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SIGNATURES

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 thereunto duly authorized.
 
 
MAMMATECH CORPORATION
 
       
Date: August 22, 2011
By:
/s/ James Michael Whitfield
 
   
James Michael Whitfield,
 
   
Chief Executive Officer
 
   
(Duly Authorized and Principal Executive Offer)
 
 
 
Date: August 22, 2011
By:
/s/ Pamela Griffin
 
   
Pamela Griffin,
 
   
Chief Financial Officer
 
   
(Duly Authorized and Principal Financial Officer) 
 
 
 
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