Recent Material Event

Item 8.01
OTHER EVENTS

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.
 
The "Definitive Agreement" is to be executed on or before April 30, 2012, with a subsequent date of closing (the "Closing Date"), to be mutually agreed to by RFB and DEDC.
 
Pursuant to the Term Sheet, RFB will assign and grant to DEDC, an exclusive, worldwide license and right in and to RFB’s catalyst(s) and reactor technology relating to the recovery of high value organics from the processing of scrap tires (the “RFB Technology”).  RFB consents that DEDC may utilize the RFB Technology in (a) the development and manufacture of goods and products; and (b) the design, construction and modification of plants (new and existing). Further, RFB will allow DEDC to sell to third parties (i) goods and products produced by utilization of RFB Technology; and (ii) plants utilizing RFB Technology.
 
 
 
 
As additional consideration, RFB shall also receive a revenue share of the high-value organic compounds produced by DEDC and/or its assigns, utilizing the RFB catalysts(s) and reactor technology; and (b) a percentage of the net profits realized from the recovery of energy products recovered from oil sands or tar sands. The anticipated term of the license shall be the greater of (i) twenty five (25) years and (ii) twenty (20) years from the notice of allowance relative to the Application. The specific compensation terms of the license are based on trade secrets, that are considered confidential and therefore are not being released.
 
On April 9, 2012, DEAC plans to issue a press release announcing the execution of the Term Sheet. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
 
Exhibit Number
 
Description
     
99.1
 
Press Release
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
DYNAMIC ENERGY ALLIANCE CORP.
 
       
Dated: April 5, 2012
By:
/s/ James Michael Whitfield
 
   
James Michael Whitfield
 
   
President, Chief Executive Officer,
 
   
Chief Financial Officer, Treasurer and Director