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WOD Retail Solutions, Inc. Form 8-K: Current report

WOD Retail Solutions, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2020-05-06: Form 8-K; Period of report 2020-05-06; Description 8.01 Other Events; Details 8.01.
  • 2020-04-02: Form 8-K; Period of report 2020-03-30; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2020-03-06: Form 8-K; Period of report 2020-03-06; Description 8.01 Other Events; Details 8.01.
  • 2020-01-17: Form 8-K; Period of report 2020-01-17; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2020-05-068-K2020-05-068.01 Other Events8.01 The Company has been made aware of third party(ies) issuing promotional material by OTC Markets Group, Inc. The Company has not been contacted by any third party in reference to the promotional material being disseminated by or through them.wodi_8k.htm
2020-04-028-K2020-03-304.01 Changes in Registrant's Certifying Accountant4.01 On March 31, 2020, the Board of Directors of WOD Retail Solutions, Inc. (the “Registrant” or “Company”), informed Raul Carrega CPA that it would not renew their firm as its independent registered public accounting firm effective immediately.wodi_8k.htm
2020-03-068-K2020-03-068.01 Other Events8.01 The Company has a new mailing address and phone number and is updating two websites for customer information and public company/stockholder information as represented on the front cover of this filing.wodi_8k.htm
2020-01-178-K2020-01-171.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.wodi_8k.htm
2018-01-168-K2018-01-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
deac_8k.htm
2018-01-038-K2017-12-293.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 The Articles of Incorporation of the Company were amended to reflect the Name Change, Increased Authorized Capital Stock, and Reverse Split discussed above.
5.07 The Name Change, Increased Authorized Capital Stock, Reverse Split proposal was submitted for a vote to the securities holders of the Company.
deac_8k.htm
2017-05-178-K2017-05-164.01 Changes in Registrant's Certifying Accountant4.01 On May 11, 2017, the Board of Directors of Elite Data Services, Inc. (the “Registrant” or “Company”), notified D’Arelli Pruzansky P.A. (“DP”) that it was dismissing DP as its independent registered public accounting firm effective immediately.deac_8k.htm
2017-03-238-K/A2017-03-141.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
5.02 On March 14, 2017, the Company accepted the resignation of Sarah Myers as the Secretary and Treasurer of the Company, effective immediately.
deac_8ka.htm
2017-03-208-K2017-03-141.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
5.02 On March 14, 2017, the Company accepted the resignation of Sarah Myers as the Secretary and Treasurer of the Company, effective immediately.
deac_8k.htm
2017-01-318-K2017-01-304.01 Changes in Registrant's Certifying Accountant4.01 Effective January 30, 2017, the Board of Directors of the Company engaged D’Arelli Pruzansky, P.A. (“DP”) to serve as its independent registered accounting firm pursuant to the resignation of Anton & Chia, LLP (“A&C”), the Company’s previous independent registered accountant, on November 23, 2016, as incorporated by reference in current Form 8-K filed with the SEC on January 23, 2017.deac_8k.htm
2017-01-238-K2016-11-234.01 Changes in Registrant's Certifying Accountant4.01 On November 23, 2016, Anton & Chia, LLP (“A&C”), the Company’s independent registered accountant resigned and ceased to provide accounting services to the Company.deac_8k.htm
2017-01-198-K/A2017-01-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On or about January 10, 2017, the Company and Charles Rimlinger, an individual (the former Chief Executive Officer and Director of the Company) (the "Rimlinger") executed a Separation and Settlement Agreement (the “Rimlinger Settlement Agreement”), pursuant to the termination of his service as an officer and director of the Company, in exchange for the issuance of a one year Convertible Redeemable Note (the "Rimlinger Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
5.02 On January 10, 2017, the Company accepted the resignations of Charles Rimlinger as Chief Executive Officer of the Company, Sarah Myers as the Chief Operating Officer and President of the Company, Stephen Antol as the Chief Financial Officer, Secretary and Treasurer, and Dr. James G. Ricketts as the Chairman of the Board and VP of Investor Relations of the Company.
elite_8ka.htm
2017-01-128-K2017-01-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
5.02 On January 10, 2017, the Company accepted the resignations of Charles Rimlinger as Chief Executive Officer of the Company, Sarah Myers as the Chief Operating Officer and President of the Company, Stephen Antol as the Chief Financial Officer, Secretary and Treasurer, and Dr. James G. Ricketts as the Chairman of the Board and VP of Investor Relations of the Company.
elite_8k.htm
2016-09-028-K2016-08-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.07 Submission of Matters to a Vote of Security Holders3.02 The disclosures under Item 1.01 are incorporated herein by reference.
3.03 On August 26, 2016, our Board of Directors approved a Reverse Split of the Company's Common Stock at a ratio of 1:1,000, pursuant to the prior approval effective as of October 15, 2015.
5.07 The Reverse Split proposal was submitted for a vote to the securities holders of the Company.
deac_8k.htm
2016-07-288-K2016-07-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Company and Properties of Merit Inc. ("POM") are parties to that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquireone hundred percent (100%)of the ownership interest in POM,in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing.
3.02 Pursuant to the Termination Agreement dated July 22, 2016 between the Company and POM, the Company issued a six month Amended Note (as defined herein) to POM for the repayment of advances made by POM to Company, pursuant to the Definitive Agreement, in the total principal amount of Seventeen Thousand Five Hundred Dollars (USD $17,500.00), on the terms set forth in the Amended Note, which replaces the original note set forth in the Definitive Agreement.
deac_8k.htm
2016-05-248-K2016-05-181.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 On May 18, 2016, the Elite Data Services, Inc. (the "Company") Company and Baker Myers and Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, the President, Chief Operating Officer and Director of the Company) executed a Note and Share Cancellation and Exchange Agreement (the "Share Exchange Agreement"), with respect to that certain unsecured Promissory Note (the "Original Baker Myers Note") dated on or about January 13, 2013, in the original amount of $587,500 (the "Original Amount"), pursuant to which Baker Myers agreed to forego and waive any and all right in, entitlement to or interest in (A) a total of $87,500 in principal, a total of $92,465 in accrued interest, late charges, reimbursable attorneys' fees, reimbursable expenses and any other sums due and payable under the Original Baker Myers Note totaling $179,952 (the "Cancelled Amount") as of the date of execution (the "Effective Date"), any future payments due under the Original Baker Myers Note and all or any other of Baker Myers's rights under the Cancelled Amount of the Original Baker Myers Note, thereby extinguishing and canceling the Cancelled Amount of the Original Baker Myers Note and terminating any and all of Company's obligations thereunder, (B) the Shares (hereinafter also referred to as the "Cancelled Shares") in exchange for the issuance an Option Agreement (the "Option Agreement"), registered in the Baker Myers's name to purchase up to a certain number of membership interests (the "EDM Membership Interest") of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), in an amount totaling one hundred percent (100%) of the ownership interest in EDM (the "Option 1"), (B) the issuance by Company to Baker Myers of a three-year "cashless" common stock purchase warrant (the "Warrant No. BM-1") for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, with certain rights and preferences as set forth in the certificate of designation (the "Certificate of Designation of Series B Preferred), in exchange for the Cancelled Shares, as referenced in the Share Exchange Agreement, and (C) the issuance of an amended and restated convertible redeemable note (the "Redeemable Note") in the aggregate principal face amount of Five Hundred Thousand Dollars (US$500,000), at ten percent (10%) interest per annum commencing on date of execution (the "Effective Date"), due and payable by the Company in eight (8) separate equal quarterly payments of Sixty-Two Thousand Five Hundred Dollars (USD $62,500), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Original Baker Myers Note, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein.
2.03 The information provided in Item 1.01 is incorporated by reference in this Item 2.03.
3.02 The disclosures under Item 1.01 are incorporated herein by reference.
5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.On May 18, 2016, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation") with the Florida Secretary of State designating 100,000,000 shares of Series B Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.0001 per share of the Company's previously authorized 250,000,000 shares of preferred stock, par value $.0001 per share (the "Preferred Stock").
8.01 On May 16, 2016, the Company filed two (2) separate Articles of Organization with the Secretary of State of the State of Florida for the formation of two (2) separate limited liability companies; (1) Elite Gaming Ventures LLC, and (2) Elite Data Marketing LLC, both wholly-owned subsidiaries of the Company (the "Subsidiaries") for purposes of effecting certain corporate actions of the Company.
deac_8k.htm
2015-11-028-K2015-10-155.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.07 (1) To amend and restate the Company's Articles of Incorporation.deac_8k.htm
2015-07-288-K2015-07-271.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On July 23, 2015, the Company and Birch First Capital Fund LLC ("Birch First Capital"), a Delaware limited liability company, and Birch First Advisors LLC, a Delaware limited liability company ("Birch Advisors"), executed a Settlement and Stipulation Agreement (the "Settlement Agreement"), pursuant to which the parties agreed to fully resolve and dismiss, with no liability admitted or deemed to be admitted by any party, any and all claims that have been, or could have been, raised in the outstanding litigation between the parties (the "Litigation"), as more specifically detailed in Item 8.01 herein.
2.03 The information provided in Item 1.01 is incorporated by reference in this Item 2.03.
3.02 The foregoing transactions were conducted in reliance of 4(2) the Securities Act of 1933, as amended (the "Securities Act").
8.01 On July 23, 2015, the Company and Birch First Capital and Birch Advisors executed a Settlement and Stipulation Agreement (the "Settlement Agreement") resolving all outstanding claims with prejudice, without admitting any liability or fraudulent wrongdoing on the part of either party and/or their authorized representatives.
deac_8k.htm
2015-07-218-K2015-07-201.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On July 14, 2015, Elite Data Services, Inc. (the "Company", "we" and "us") entered into an Equity Purchase Agreement (the "Purchase Agreement") with Tarpon Bay Partners LLC, a Florida limited liability company ("Tarpon"), whereby Tarpon agreed to purchase up to $5,000,000 of the Company's common stock (the "Shares"), to be registered in a Form S-1 registration statement.
2.03 The information provided in Item 1.01 is incorporated by reference in this Item 2.03.
3.02 We claim an exemption from registration for the issuances and grant described above pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances and grant did not involve a public offering, the recipients were "accredited investors", and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
deac_8k.htm
2015-07-068-K/A2015-07-061.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Elite Data Services, Inc. (the “Company”, “we” and “us”) implemented a strategic financing strategy whereby we are raising short-term cash using convertible debentures.
3.02 The information provided in Item 1.01 of this Current Report on Form 8-K/A is incorporated in this section by reference.
deac_8ka.htm
2015-06-158-K2015-06-151.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Elite Data Services, Inc. (the “Company”, “we” and “us”) has implemented a strategic financing strategy whereby we are raising short- term cash using convertible debentures.
2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
3.02 As described above in Item 1.01 of this Current Report, which information is incorporated by reference in this Item 3.02, we sold the LG Note in the amount of $105,000 and the JSJ Note in the amount of $100,000.
deac_8k.htm
2015-04-098-K2015-04-091.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.deac_8k.htm
2014-12-118-K2014-12-031.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
3.02 On December 3, 2014, Elite Data Services, Inc. (“Company”), and EraStar Inc. (“EraStar” or the “Consultant”) entered into an Investor Relations Consulting Agreement (the “Agreement”) to advise the Company regarding investor communications, public relations with shareholders, brokers, dealers and other investment professionals as to the Company's current and proposed activities.
5.02 On December 6, 2014, Steven Frye tendered his resignation as chief executive officer, chief financial officer, president, and director of Elite Data Services Inc. (the “Company”) to be effective upon appointment of his successor(s) (“Resignation Letter”).
deac_8k.htm
2014-12-018-K2014-11-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.deac_8k.htm
2014-01-178-K2014-01-151.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.deac_8k.htm
2014-01-178-K2014-01-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.deac_8k.htm
2014-01-098-K2013-12-303.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 On November 4, 2013 our Board of Directors approved a proposal for a Reverse Split and to change the name of the company from Dynamic Energy Alliance Corporation to Elite Data Services, Inc. (the “Company” or “DEAC”).
5.03 The Articles of Incorporation of the Company were amended to reflect the Name Change and Reverse Split discussed above.
5.07 The Name Change and Reverse Split proposal was submitted for a vote to the securities holders of the Company.
deac_8k.htm
2013-10-038-K2013-09-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On September 30, 2013 Dynamic Energy Alliance Corporation (the “Company” or the “Registrant”) entered into a series of repurchase agreements (the “Repurchase”) with each of the holders of its Series A Convertible Preferred Stock.
3.02 Pursuant to the Repurchase set forth in Item 1.01 above, the Registrant issued 91,042,112 shares of common stock to the Preferred Holders set forth in the table below based on a weighted average conversion rate of 67% of the conversion rate owed to Preferred Holders pursuant to the current terms of the Series A Preferred Stock.
5.01 On September 30, 2013 Habanero Properties LTD entered into an Assignment and Assumption Agreement with Harvey Dale Cheek, and Charles R. Cronin, Jr. (the “Assignment”).
5.02 On September 30, 2013 in connection with the acquisition by Habanero Properties LTD. of approximately 52.38% of the issued and outstanding shares of common stock of the Registrant each of the Officers and Directors of the Company tendered their resignation, with the understanding that such resignation would be effective immediately for the Officers.
5.03 On September 30, 2013, the Board of Directors of the Company voted to adopt a new set of bylaws for the Company.
deac_8k.htm
2013-08-168-K2013-08-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 8, 2013, Mr. Earl R. Beaver resigned as Director and Chief Technical Officer of Dynamic Energy Alliance Corporation (the “Company” or the “Registrant”), effective immediately.deac_8k.htm
2013-05-088-K2013-05-088.01 Other Events8.01 Prior to the Company’s merger with Dynamic Energy Development Corporation (“DEDC”), DEDC entered into a Stock Purchase Agreement to acquire Transformation Consulting, Inc. (“TCI”), from Charles R. Cronin, Jr. (“Cronin”), on February 25, 2011 (“TCI Agreement”).deac_8k.htm
2013-04-248-K2013-04-228.01 Other Events8.01 The Company has been in contract negotiations for many months with a financial advisory firm and its affiliates, (Third Party), who was to provide access to funding for the Company to meet its obligations and fund its ventures.deac_8k.htm
2012-11-088-K2012-11-081.01 Entry into a Material Definitive Agreement1.01 On November 6, 2012, the Company’s Board of Directors approved the relocation of the Company’s headquarters to 10000 North Central Expressway, Suite 400, Dallas, Texas 75231 from 5100 Poplar Ave., Suite 2700, Memphis, Tennessee 38137.deac_8k.htm
2012-10-118-K2012-10-111.01 Entry into a Material Definitive Agreement1.01 On October 10, 2012, the Company (and its wholly owned subsidiary, Dynamic Energy IP Corporation (IP)) executed a non-binding letter of intent with Terpen Kraftig LLC (TKF), a Missouri limited liability company, having an address located at: c/o James Hutchison & Forth, P.C.,111 Westport Plaza, Suite 505, St. Louis, Missouri 63146, contemplating a definitive agreement within 45 days from said letter of intent under which TKF would assign to IP the exclusive, worldwide license and right in and to Licensor’s catalyst(s), reactor and fractionator technology relating to the recovery of high valued organics from the processing of waste tires (the “Licensed Technology”).dynamic_8k.htm
2012-10-028-K2012-10-021.01 Entry into a Material Definitive Agreement1.01 On October 2, 2012, the Company (and its wholly owned subsidiary, Dynamic Energy Development Corporation) executed a right of first refusal and option agreement (“Agreement”), (incorporated by reference hereto as Exhibit 9.01), with IWSI PS Plan (“IWSI”), a California Profit Sharing Plan, for both an option to purchase and a right of first refusal to purchase C.C. Crawford Retreading Company Inc., a Texas corporation (the “Target Company”), a 2,000-ton per year tire reclamation, recycling repair and retreading business, which includes certain assets and liabilities, including real property consisting of 10-acres of commercial land, three (3) buildings consisting of approximately 32,000 sq. ft. in combined space, and a certain amount of tire inventory and storage on the property, located in Ennis, Texas (the “Facility”).dynamic_8k.htm
2012-07-318-K2012-07-181.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 10 of last year (2011), the Company executed a five-year non-exclusive consulting agreement with Key Services, Inc. (“Consultant”), whereby Consultant agreed to locate and assist in the Company’s development and construction of future energy campus projects.
3.02 The disclosure under Items 1.01 above is incorporated herein by reference in response to this Item 3.02.
dynamic_8k.htm
2012-06-068-K2012-05-248.01 Other Events8.01 On May 23, 2012, Dynamic Energy IP, LLC, a Delaware corporation, a wholly owned subsidiary of Dynamic Energy Alliance Corporation, a Florida corporation (“DEAC”), entered into a definitive agreement (the “Contract”) with R.F.B., LLC (“RFB”), pursuant to which RFB licensed and assigned to Dynamic Energy LP, a Non-Provisional Patent Application (the “Application”), and the World Wide exclusive right, license and privilege of utilizing certain RFB technology and knowhow.dynamic_8k.htm
2012-04-068-K2012-03-318.01 Other Events8.01 On March 31, 2012, Dynamic Energy Development Corporation, a Delaware corporation (“DEDC”), a wholly owned subsidiary of Dynamic Energy Alliance Corporation, a Florida corporation (“DEAC”), entered into a non-binding Term Sheet (the “Term Sheet”) with R.F.B., LLC (“RFB”), pursuant to which RFB agreed to license and assign to DEDC a Non-Provisional Patent Application (the “Application”), for a confidential aggregate purchase price of shares of DEAC’s restricted common stock, contingent upon preparation and execution of a “Definitive Agreement” covering the transaction, and the completion of certain other closing conditions to be performed by both RFB and DEDC.dynamicenergy_8k.htm
2012-03-218-K2012-03-201.01 Entry into a Material Definitive Agreement1.01 On March 20, 2011, Dynamic Energy Development Corporation, a Delaware corporation (“DEDC” and/or “Buyer”), a wholly owned subsidiary of Dynamic Energy Alliance Corporation, a Florida corporation (the “DEAC”), entered into a Stock Purchase Agreement (the “Agreement”) with C.C. Crawford Tire Company, Inc. (the “Seller”), pursuant to which the DEDC agreed to acquire one hundred (100%) percent of issued and outstanding common shares of C.C. Crawford Retreading Company, Inc., a Texas corporation (the “Company”), for an aggregate purchase price of USD $600,000 in a cash, due and payable upon the date of closing, on or before April 20, 2012 (the “Closing Date”), subject to the completion of certain closing conditions to be performed by both the Seller and Buyer, in accordance with the terms and conditions set forth therein.dynamic_8k.htm
2012-03-198-K2012-03-191.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On March 14, 2012,, Dynamic Energy Alliance Corporation, a Florida corporation (the “Corporation”), executed a consulting agreement with Undiscovered Equities, Inc. (“UEI”), pursuant to which UEI has agreed to provide various consulting services, including retention and supervision of various public relations services and investor relations services, strategic business planning, broker dealer relations, financing alternatives and sources, and due diligence meetings for the investor community.
3.02 The fair value of the share compensation paid by the Company pursuant to said Agreement was calculated at the closing market price of the Company’s publicly traded common shares on the date of execution of the Consulting Agreement, and totaled $17,500.00, or an average of $0.14 per share.
5.02 Effect March 14, 2012, Pamela Griffin resigned as a director, and as Chief Financial Officer and Principle Accounting Officer of the Company, citing a desire to pursue personal interests.
dynamicenergy_8k.htm
2012-01-068-K2011-12-291.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On December 29, 2011, Dynamic Energy Alliance Corporation, a Florida corporation (the “Corporation”), executed separate Securities Exchange Agreements (the “Agreements”) with thirteen (13) separate non-affiliated investors (collectively the “Debenture Holders”), each of whom held an outstanding Debenture issued by our wholly owned subsidiary, Dynamic Energy Development, Inc. (“DED”).
3.02 On December 29, 2011, the Corporation issued a total of 1,494,909 shares of restricted common stock of the Corporation in the aggregate to thirteen (13) Debenture Holders, in exchange for a transfer to the Corporation of thirteen (13) Debentures issued by the Corporation’s wholly owned subsidiary, DED.
deac_8k.htm
2011-05-238-K/A2011-05-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 5, 2011, Mammatech Corporation (the “Company”) filed a Current Report on Form 8K (the “Original Form 8-K”) concerning, in part, the change of the Company’s fiscal year end from August 31 to December 31.mamm0523118ka.htm
2011-05-108-K2011-05-105.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 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.mamm0510118k.htm
2011-03-168-K2011-03-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 On March 9, 2011, DYNAMIC, Verdad Telecom (“MAMM Controlling Shareholder”) and the Company entered into a Share Exchange Agreement (“SEA”), pursuant to which MAMM Controlling Shareholder owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of Mammatech (“Common Stock”), equivalent to 85.5% of the issued and outstanding Common Stock (the “Old MAMM Shares”) would return their shares to treasury and DYNAMIC shareholders would exchange 17,622,692 DYNAMIC shares on a one for one basis of newly issued Mammatech shares.
3.02 Pursuant to the Share Exchange Agreement, on March 11, 2011 we issued 17,622,692 shares of our Common Stock to the shareholders of DYNAMIC in exchange for 100% of the outstanding shares of DYNAMIC.
4.01 On March 11, 2011, the Company dismissed Stark Winter Schenkein & Co., LLP, as our independent registered principal accountants of the Company.
5.02 As explained more fully in Item 2.01, in connection with the Share Exchange Agreement, on March 9, 2011, DYNAMIC, MAMM Controlling Shareholder and the Company entered into the SEA, pursuant to which MAMM Controlling Shareholder owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of Mammatech (“Common Stock”), equivalent to 85.5% of the issued and outstanding Common Stock would return their shares to treasury and DYNAMIC shareholders would exchange 17,622,692 DYNAMIC shares on a one for one basis of newly issued Mammatech shares.
form8-k.htm
2011-03-168-K2011-03-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 On March 9, 2011, DYNAMIC, Verdad Telecom (“MAMM Controlling Shareholder”) and the Company entered into a Share Exchange Agreement (“SEA”), pursuant to which MAMM Controlling Shareholder owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of Mammatech (“Common Stock”), equivalent to 85.5% of the issued and outstanding Common Stock (the “Old MAMM Shares”) would return their shares to treasury and DYNAMIC shareholders would exchange 17,622,692 DYNAMIC shares on a one for one basis of newly issued Mammatech shares.
3.02 Pursuant to the Share Exchange Agreement, on March 11, 2011 we issued 17,622,692 shares of our Common Stock to the shareholders of DYNAMIC in exchange for 100% of the outstanding shares of DYNAMIC.
4.01 On March 11, 2011, the Company dismissed Stark Winter Schenkein & Co., LLP, as our independent registered principal accountants of the Company.
5.02 As explained more fully in Item 2.01, in connection with the Share Exchange Agreement, on March 9, 2011, DYNAMIC, MAMM Controlling Shareholder and the Company entered into the SEA, pursuant to which MAMM Controlling Shareholder owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of Mammatech (“Common Stock”), equivalent to 85.5% of the issued and outstanding Common Stock would return their shares to treasury and DYNAMIC shareholders would exchange 17,622,692 DYNAMIC shares on a one for one basis of newly issued Mammatech shares.
form8-k.htm
2011-03-158-K2011-03-114.01 Changes in Registrant's Certifying Accountant4.01 On March 11, 2011, Mammatech (the “Registrant”) dismissed StarkSchenkein, LLP (“StarkSchenkein”) as its independent registered public accounting firm.form8-k.htm
2010-07-278-K2010-07-253.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 On July 9, 2010, Mammatech Corporation (the “Company”) entered into a Share Purchase Agreement with Verdad Telecom, Inc. (“Verdad Telecom”) which was amended on July 23, 2010 ( together the “Share Purchase Agreement”), under which Verdad Telecom agreed to purchase, and the Company agreed to sell, an aggregate of 47,286,188 shares of common stock of Mammatech Corporation for a purchase price of $28,371.71, or $0.0006 per share.
5.01 Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
5.02 Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
form8-k.htm
2010-07-148-K2010-07-091.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
5.01 Pursuant to the terms of the Share Purchase Agreement and effective as of the closing of the transactions under the Share Purchase Agreement, Verdad Telecom will own 94,572,375 shares of the Company’s common stock out of a total of approximately 100,000,000 to be issued and outstanding at the closing, or approximately 94.5%.
7.01 - REGULATION FD DISCLOSURE.
form8-k.htm
2004-11-158-K2004-11-158.01 Other Eventsmammatech8k1115.txt
2003-09-248-K2003-08-284.01 Changes in Registrant's Certifying Accountantmammatech8-k088203.txt