WOD Retail Solutions (WODI) 10-Q 2010 Q4 Quarterly report

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

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

For the transition period from September 1, 2010 to December 31, 2010

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  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  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

Index

			Page
Part I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets at December 31, 2010 (unaudited) and August 31, 2010		3
	Condensed Consolidated Statements of Operations and Comprehensive loss for the four months ended December 31, 2010 and 2009 (unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the four months ended December 31, 2010 and 2009 (unaudited)		5
	Condensed Consolidated Statement of Stockholders’ Deficit for the period August 31, 2009 To December 31, 2010 (unaudited)
	Notes to Condensed Consolidated Financial Statements (unaudited)		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		14
Part II - OTHER INFORMATION
Item 1.		Legal Proceedings	15
Item 1A.		Risk Factors	15
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.		Defaults upon Senior Securities	15
Item 4.		(Removed and Reserved).	15
Item 5.		Other Information	15
Item 6.		Exhibits	15
SIGNATURES			16

2

PART I - FINANCIAL INFORMATION

MAMMATECH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			August 31,
	2010			2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	112,417		$	75,775
Accounts receivable - net		18,759			16,095
Inventory		408			-
Total current assets		146,584			99,870
Property and equipment - net		217,695			219,731
Securities available for sale		341,625			396,039
Other assets		17,002			8,762
TOTAL ASSETS	$	707,906		$	716,402
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	41,830		$	16,760
Accounts payable and accrued salaries - officers		1,449,536			1,417,038
Total current liabilities		1,491,366			1,433,798
Stockholders' (deficit):
Common stock
Authorized: 200,000,000 shares, $0.0001 par value
Issued and outstanding  – 52,713,813 shares
		5,272			5,272
Additional paid-in capital		2,771,778			2,919,829
Treasury stock, at cost, 303,925 shares		-			(148,051	)
		2,777,050			2,777,050
Accumulated Deficit		(3,559,813	)		(3,486,100	)
Other comprehensive income:
Unrealized loss on marketable securities		(697)			(8,346	)
		(783,460	)		(717,396	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	707,906		$	716,402

 The accompanying notes are an integral part of these condensed consolidated financial statements

3

MAMMATECH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

FOUR MONTHS ENDED DECEMBER 31, 2010 AND 2009

 (Unaudited)

	2010			2009
Sales, net	$	81,061		$	87,723
Cost of sales		40,175			26,213
Gross profit		40,886			61,510
Selling, general and administrative expenses		130,088			122,769
Loss from operations		(89,202	)		(61,259	)
Other income
Gain on sale of investment securities		7,881			9,783
Interest and dividend income		7,608			11,095
		15,489			20,878
Net loss for the period	$	(73,713	)	$	(40,381	)
Unrealized gain from investments, net of income taxes		7,649			-
Comprehensive loss for the period	$	(66,064	)	$	(40,381	)
Basic and fully diluted loss per share	$	(0.00	)		(0.01	)
Weighted average number of shares		52,409,888			5,427,625

 The accompanying notes are an integral part of  these condensed consolidated financial statements

4

MAMMATECH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

FOUR MONTHS ENDED DECEMBER 31, 2010 AND 2009

(Unaudited)

	2010			2009
Cash flows from operating activities
Net loss	$	(73,713	)	$	(40,381	)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation and amortization		2,036			6,920
Changes in operating assets and liabilities:
(Increase) in accounts receivable, trade		(9,664	)		(9,094	)
(Increase) decrease in inventory		(408	)		4,177
(Increase) decrease in other assets		(1,240	)		5,153
Increase in accounts payable and accrued liabilities		57,568			29,652
Net cash (used in) operating activities		(25,421	)		(3,573	)
Cash flows from investing activities:
Additions to property and equipment		-			(10,937	)
Purchase of securities available for sale		54,414			80,839
Net cash provided by investing activities		54,414			66,329
Effect of unrealized gain from investments		7,649			13,786
Increase in cash and cash equivalents		36,642			80,115
Cash and cash equivalents,
beginning of period		75,775			50,313
Cash and cash equivalents,
end of period	$	112,417		$	130,428
Non-cash Financing Activity
Treasury stock cancelled and returned to treasury	$	148,051		$	-

Supplemental disclosure of cash flow information
Cash Activities:
Interest paid	$	-	$
Income taxes paid	$	-	$

The accompanying notes are an integral part of  these condensed consolidated financial statements

5

MAMMATECH CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD AUGUST 31, 2009 TO DECEMBER 31, 2010

 (Unaudited)

	Common Stock				Additional Paid-In			Treasury			Unrealized Gain (Loss)			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Stock			On Securities			Deficit			Deficiency
Balance, August 31, 2009		5,427,625	$	543	$	2,896,186		$	(148,051	)	$	(56,870	)	$	(3,230,231	)	$	(538,423	)
Increase in market value of securities		-		-		-			-			48,524			-			48,524
Issuance of common stock		47,286,188		4,729		23,643			-			-			-			28,372
Net loss for the year		-		-		-			-			-			(255,869	)		(255,869	)
Balance, August 31, 2010		52,713,813		5,272		2,919,829			(148,051	)		(8,346	)		(3,486,100	)		(717,396	)
Cancellation of treasury stock		-		-		(148,051	)		148,051			-			-			-
Unrealized loss from investments		-		-		-			-			7,649			-			7,649
Net loss for the period		-		-		-			-			-			(73,713	)		(73,713	)
Balance, December 31, 2010		52,713,813	$	5,272	$	2,771,778		$	-		$	(697	)		(3,559,813	)	$	(783,460	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

MAMMATECH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED DECEMBER 31, 2010

 (UNAUDITED)

(1)  Basis of Presentation and Organization

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 August 31, 2010, has been omitted.  The results of operations for the four month period ended December 31, 2010 are not necessarily indicative of results for the entire year ending December 31, 2011. 

Organization

The Company was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation.

In connection with its merger acquisition discussed below, 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.

Its wholly-owned subsidiary, Dynamic Energy Development Corporation (“DEDC”), is a development stage company initiating a plan for commencement of a business to develop, commercialize, and sell of innovative technologies in the Renewable Energy sector. DEDC hopes to develop a full cycle process for converting discarded tires to shelf ready, salable fuel and carbon products.

On March 9, 2011, DEDC, Verdad Telecom (“MAMM Controlling Shareholder”) and the Company entered into a Share Exchange Agreement (“SEA”), pursuant to which the MAMM Controlling Shareholder owning an aggregate of 44,786,188 shares of common stock, $0.0001 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 their shares to treasury and DEDC shareholders would exchange 17,622,692 DEDC shares on a one for one basis of newly issued Dynamic Energy Alliance shares.  Upon returning such shares to treasury, the MAMM Controlling Shareholder would receive $322,000 (the “Purchase Price”).

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 (the “SPA”) 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 1/2 of the excess revenues over $2,000,000.

In conjunction with the acquisition of DEDC, the Company sold its wholly owned subsidiary, Mammacare Corporation, to its managers in exchange for $1. MammaCare Corporation was indebted to these individuals for $1,495,000.  The Company sold this subsidiary due to its negative value and continued losses.  Additionally, the Company had decided to change its business focus to pursue opportunities in the renewable energy sector.

Going Concern

Since inception, the Company has incurred cumulative net losses of $3,559,813. 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 secure additional working capital through loans or sales 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.

7

(2)  Summary of Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Mammacare Corp.  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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 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.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification 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.

Securities

The Company’s investments in these marketable securities are classified as available-for-sale securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities. These securities are carried at their fair value, and all unrealized gains and losses are recorded within other comprehensive income, net of applicable taxes. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities classified as available-for-sale are included in earnings and are derived using the specific identification method for determining the cost of securities sold.

8

Comprehensive Loss

Comprehensive income (loss) is defined as all changes in stockholders' equity, exclusive of transactions with owners, such as capital investments. Comprehensive income (loss) includes net income (loss), changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gain (loss) on securities available-for-sale.

Recently Issued Accounting Pronouncements

Effective January 2010, the 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.   

(3)  Reclassifications

Certain reclassifications have been made to the prior year financial statements in order to conform to current year presentation.

(4)  Securities Available For Sale

At December 31, 2010 and August 31, 2010, marketable securities consisted of mutual funds and equity securities with a fair market value of $341,625 and $396,039, respectively.  The cost basis of these securities was $344,631 and $404,385, respectively.

The unrealized holding losses on available-for-sale securities included in accumulated other comprehensive income as a component of stockholders' equity decreased by $7,649 during the four months ended December 31, 2010.

(5)  Subsequent Events

In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July 22, 2011, the date the condensed consolidated financial statements were available to be issued.

Except as disclosed in Note 1, following are events that occurred subsequent to December 31, 2010:

a)   Convertible Debenture   On April 9, 2011, DEDC issued an unsecured convertible debenture for the principal amount of $15,000, repayable at 20% interest per annum, and maturing within six months, with the right of extension by the Company for an additional six months with no penalties or additional payment for this right, subject to securing of a specified financing commitment. The holder of the debenture may convert the debenture into 15,000 shares of the Company’s common stock at a conversion rate of $1.00 per share, convertible at any time prior to the maturity date.  The holder will also receive an investment bonus of one share of the Company common stock for every $1 loaned to the Company. The maturity date is the earlier of: (i) six months from the signing of each debenture; or (ii) the date of securing project financing; or (iii) the date on which the Company obtains a significant capital infusion in debt or equity or some combination.. The converted shares will have the right to demand the registration of such shares..

b)   Strategic Business Services Agreement

c)   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 4.99% 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.

9

d)   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 of 2011.

e)   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 (“Consultant”), whereby Consultant shall 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 One Million (1,000,000) restricted shares every ninety (90) days (the “Quarterly Payment”). 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. (“Consultant”), whereby Consultant shall locate and assist in the Company’s development and construction of 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 twenty thousand dollars (USD $20,000.00) per month, or at Company’s option (if funds are not available) restricted shares of Company’s common stock, valued at the average closing price of Company’s common stock over the proceeding 20 trading days (the “Monthly Payment”). 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

10

f)   Line of Credit   On July 9, 2011, the board of directors of the Company approved and the Company executed a Revolving Line of Credit with Charles R. Cronin, Jr. (the “Lender”), whereby, the Lender established for a period extending to December 31, 2011 (the “Maturity Date”) a revolving line of credit (the “Credit Line”) for the Company in the principal amount of One Hundred Thousand Dollars ($100,000.00) (the “Credit Limit”), with advances 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..

g)   Stock Purchase Warrant   On July 9, 2011, the Company granted a stock purchase warrant, which entitles the warrant holder to 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, 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.

h)   Resignations, Appointments and Other Corporate Actions   On July 9, 2011, the board of directors of the Company accepted the following resignations and appointments:

(1)   The resignation of Karl Johnson as President and Secretary of the Company, however, Mr. Johnson remained a Director of the Company for the remainder of his current term.

(2)   The ratified resignation of Michael J. Specchio as Chief Executive Officer and Director of the Company, pursuant to resignation notification as of April 5, 2011.

(3)   The official appointment of James Michael Whitfield as the Chief Executive Officer and President of the Company, including a Director of the Company for the remainder of this current term. Mr. Whitfield assumed the appointment of interim Chief Executive Officer on April 5, 2011 after a notice of resignation tendered by Mr. Michael J. Specchio.

(4)   The appointment of Tracy Williams as Secretary of the Company.

(5)   The change of corporate address to: Memphis Clark Tower, 5100 Poplar Avenue, Suite 2700, Memphis, TN 38137

11

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with the accompanying   financial statements and notes thereto included within this Quarterly Report on   Form 10-Q. In addition to historical information, the information in this   discussion contains forward-looking statements within the meaning of Section 27A   of the Securities Act of 1933, as amended, and Section 21E of the Securities   Exchange Act of 1934, as amended. These forward-looking statements involve risks   and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not   statements of historical facts may be deemed to be forward-looking statements.   In some cases, you can identify forward-looking statements by terminology such   as “ may ”, “ will ”, “ should ”, “ expect ”, “ plan ”, “ intend ”, “ anticipate ”, “ believe ”, estimate ”, “ predict ”, “ potential ” or “ continue ”, the negative of such terms or   other comparable terminology. Actual events or results may differ materially. In   evaluating these statements, you should consider various factors described in this Quarterly Report, including the risk factors accompanying this Quarterly Report, and, from time to time, in other reports the Company files with the   Securities and Exchange Commission. These factors may cause the Company’s actual   results to differ materially from any forward-looking statement. The Company   disclaims any obligation to publicly update these statements, or disclose any   difference between its actual results and those reflected in these statements.   The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Company Background

The Company was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation.

In connection with its merger acquisition discussed below, 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 Company’s  wholly-owned subsidiary, Dynamic Energy Development Corporation (“DEDC”), is a development stage company initiating a plan for commencement of a business to develop, commercialize, and sell of innovative technologies in the Renewable Energy sector. DEDC hopes to develop a full cycle process for converting discarded tires to shelf ready, salable fuel and carbon products.

On March 9, 2011, DEDC, Verdad Telecom (“MAMM Controlling Shareholder”) and the Company entered into a Share Exchange Agreement (“SEA”), pursuant to which the 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 their shares to treasury and DEDC shareholders would exchange 17,622,692 DEDC shares on a one for one basis of newly issued Dynamic Energy Alliance shares.  Upon returning such shares to treasury, the MAMM Controlling Shareholder would receive $322,000 (the “Purchase Price”).

On March 9, 2011, DEDC purchased 100,000 shares all of the outstanding shares, of Transformation Consulting, Inc. (“TC”) pursuant to a Stock Purchase Agreement (the “SPA”) 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 1/2 of the excess revenues over $2,000,000.

In conjunction with the acquisition of DEDC, the Company sold its wholly owned subsidiary, Mammacare Corporation, to its managers in exchange for $1. MammaCare Corporation was indebted to these individuals for $1,495,000.  The Company sold this subsidiary due to its negative value and continued losses.  Additionally, the Company had decided to change its business focus to pursue opportunities in the renewable energy sector.

12

Results of Operations

Comparison of Four Months Ended December 31, 2010 and December 31, 2009

The Company’s net sales were $81,061 for the four months ended December, 2010 compared to $87,723 for the four months ended December 31, 2009, a decrease of approximately 8% from the prior period.  Sales decreased due to lower demand for our product.  We plan to focus on additional marketing in order to increase sales going forward.

The Company’s cost of sales were $40,175 for the four months ended December 31, 2010 compared to $26,213 for the four months ended December 31, 2009, an increase of approximately 53%.   This increase is primarily due to the increased materials provided free of charge to trainees in the prior business operations.

Gross profit for the three months ended December 31, 2010 and 2009 was $40,886 and $61,510 respectively, a decrease of approximately 34%, due largely to increased costs and decreased sales. Increased cost of sales resulted in a gross profit margin of 50% for the four months ended December 31,2010 compared to 70% for the four months ended December 31, 2009.

Selling, general and administrative expenses increased to $130,088 for the four months ended December 31, 2010 from $122,769 for the four months ended December 31, 2009.

Loss from operations for the four months ended December 31, 2010 and 2009 was $89,202 and $61,259, respectively, an increase of approximately 46%. The Company had a net loss of $73,713 for the four months ended December 31, 2010 and net loss of $40,381 for the four months ended December 31, 2009, an increase of approximately 83%.

Liquidity and Capital Resources

Net cash used in operating activities was $25,421 and  $3,573 in the four months ended December 31, 2010 and 2009, respectively.

Net cash provided by investing activities was $54,414 and $69,902 in the four months ended December 31, 2010 and 2009, respectively. .This consisted primarily of net proceeds from sales of securities.

To the extent the Company needs to repay accrued salaries to its officers, we will have immediate liquidity problems.  At December 31, 2010, the Company has accounts payable and accrued salaries owing to its officers of $1,449,536.  During the four months ended December 31, 2010, the Company had a net loss of $73,713 and unrealized gain from investments of $7,649.

The Company suffered recurring losses from operations and has an accumulated deficit of $3,559,813 at December 31, 2010.  At December 31, 2010, the Company had cash and cash equivalents on hand of $112,417 and available for sale securities with a market value of $341,625. The Company intends to use its capital resources to fund its product development and to expand distribution.  The Company believes these capital resources are sufficient to allow the Company to attract potential interest from a strategic partner and to make it an attractive candidate for grant funding from public and private sources.  However, there can be no assurance these capital resources will be sufficient to allow the Company to implement its marketing strategies or to become profitable.

13

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

 Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4.  Controls and Procedures

(a)           During the fiscal period covered by this report, our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)           There was no change in our internal control over financial reporting (as defined in Rule 13(a)-15(e)) that occurred during the four months ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No legal proceedings are pending or threatened to the best of our knowledge.

ITEM 1A. RISK FACTORS

Risk factors disclosed for the 10Q period ending December 31, 2011 are filed in the Quarterly Report for the period ending March 31, 2011, filed concurrently on this date and are hereby incorporated by reference.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

10.1           Strategic Consulting Services Agreement with NBN Enterprises, Inc.*

10.2           Consulting Agreement with TMDS, LLC*

10.3           Consulting Agreement with Key Services, Inc.*

10.4           Line of Credit with Charles R. Cronin, Jr.*

10.5           Stock Warrant Agreement with Charles R. Cronin, Jr.*

31.1           Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2           Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1           Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2           Certification of Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15

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: July 22, 2011	By:	/s/ James Michael Whitfield
		James Michael Whitfield Chief Executive Officer (Duly Authorized and Principal Executive Offer)
	By:	/s/ Pamela Griffin
		Pamela Griffin
		Chief Financial Officer
		(Duly Authorized and Principal Financial Officer)

16