--------------------------------------------------------------------------------

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

                                  FORM 10-KSB/A

                                   (Mark One)
       |X| Annual Report Pursuant To Section 13 Or 15(D) Of The Securities
                              Exchange Act Of 1934

                    For the fiscal year ended August 31, 2005

        |_| Transition Report Under Section 13 Or 15(D) Of The Securities
                              Exchange Act Of 1934

                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-11-50

                             MAMMATECH CORPORATION.
                             ----------------------
                 (Name of small business issuer in its charter)

                FLORIDA                                   59-2181303
                -------                                   ----------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

           930 NW 8TH Avenue
          Gainesville, Florida                               32601
          --------------------                               -----
(Address of principal executive offices)                   (Zip Code)


              352-375-0607
              ------------
       Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act: NOT APPLICABLE

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,

 Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act 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 |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
    Regulation S-B is not contained in this form, and no disclosure will be
    contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
                   or any amendment to this Form 10-KSB. |_|

        State issuer's revenues for its most recent fiscal year: $292,863

     State the aggregate market value of the company's common stock held by
nonaffiliates as of December 15, 2004, was (See definition of affiliate in Rule
          12b-2 of the Exchange Act.) $586,919 as of December 14, 2005

State the number of shares outstanding of each of the issuer's classes of common
              equity, as of the latest practicable date 5,227, 625
                 Shares of Common Stock as of December 14, 2005

Indicate by check mark whether the registrant is a shell company (as defined in
                 Rule 12b-2 of the Exchange Act) Yes |_| No |X|

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

--------------------------------------------------------------------------------

                                        1
<PAGE>

                              MAMMATECH CORPORATION
                                  FORM 10-KSB/A

                                      INDEX

PART I                                                                      Page


Item 1.   Description Of Business.                                            3

Item 2.   Description Of Property.                                            9

Item 3.   Legal Proceedings.                                                 10

Item 4.   Submission Of Matters To A Vote Of Security Holders.               10


PART II


Item 5.   Market For Common Equity And Related Stockholder Matters.          11

Item 6.   Management's Discussion And Analysis Or Plan Of Operation.         12

Item 7.   Financial Statements.                                              14

Item 8.   Changes In And Disagreements With Accountants On Accounting
            And Financial Disclosure.                                        24

Item 8A   Controls And Procedures                                            24

Item 8B   Other Information                                                  24


PART III


Item 9.   Directors, Executive Officers, Promoters And Control
            Persons; Compliance With Section 16(A) Of The Exchange Act       25

Item 10.  Executive Compensation                                             26

Item 11.  Security Ownership Of Certain Beneficial Owners And Management     26

Item 12.  Certain Relationships And Related Transactions                     27

Item 13.  Exhibits                                                           27

Item 14.  Principal Accountant and Services.                                 28


Signatures                                                                   29



                                        2
<PAGE>

PART I
------

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------
INTRODUCTION
------------

     The Company owns all rights to, subject to certain minor royalties, and is
engaged in the sale of a patented breast tumor detection training system (the
"MammaCare System"). Using life-like models of a human female breast, the
MammaCare System is designed to train individuals to perform effective manual
breast examination. The breast models contain simulated tumors of varying sizes,
ranging from under 5mm. to over 10mm. They also contain material which simulates
the normal nodularity, or "lumpiness," that characterizes most breast tissue.

     Although the examiner can never determine by feel alone whether a lump is
benign or malignant, detection of tumors in the size range simulated by the
models is important to early diagnosis of malignancies. Thus, the Company
believes that by training women to palpate the breast model (and their own
breasts) properly, the MammaCare System will lead to early detection of breast
cancer and thus reduce morbidity and mortality due to this disease.

     The MammaCare System is sold in several forms, all of which contain at
least one of the Company's patented breast models. Originally, a client was
given private training after which she was provided with a take-home breast
model and other materials. Now, the customer may view a video tape developed by
the Company which teaches her the proper use of the model(s) and an extremely
thorough examination technique. The practice model is designed to permit a woman
to reinforce her lump detection skills periodically and serves as a comparative
standard as she palpates her own breast.

     The sale of take-home models, together with training in the Company's
method of B.S.E., was originally accomplished primarily through franchise and
license arrangements (collectively referred to as "Franchises") with healthcare
providers. In addition, the Company owns and operates one MammaCare Center in
Gainesville, Florida. Franchisees sell materials and provide training directly
to women, as does the Company at its own Center. To date, these franchisees have
been medical schools, hospitals, breast centers, and radiology clinics.

     In recent years, development and marketing through new Franchises has been
de-emphasized because this marketing approach proved overly costly and
cumbersome for the returns it generated. The Company has therefore developed a
different marketing strategy which involves the sale of an integrated training
system known as the MammaCare Learning System (the "Learning System"). The
Learning System is available in two versions, the Professional and the Personal,
and is comprised of one (Personal) or two (Professional) breast models and a
videotaped B.S.E. training program designed to be viewed by women in either
their homes Personal) or in a clinical setting (Professional). In both cases,
the skill learned is subject to ultimate evaluation by a physician. See Item 1,
"New Marketing Approach".

THE PURPOSE OF MANUAL BREAST EXAMINATION
----------------------------------------

     Manual palpation has been and remains the most widely used method for
detection of breast cancer in all stages of development. The breast is an ideal
organ for physical examination because of the external location, coupled with
the softness of the tissue and its hard backing. The earlier breast cancer is
detected, diagnosed and treated, the greater the chances are for arrest of the
condition. Published studies of breast pathology have shown that 94% of all
cancerous tumors of the breast are potentially discoverable by manual
examination conducted by a properly trained person. Even though women themselves
remain the primary discoverers of breast cancer, several reports show that
B.S.E. is not widely practiced. Consequently, most breast cancers are initially
detected at a relatively advanced stage with metastasis having already occurred.
The average size tumor that women present to their physicians is about 3.5 cm.
(over one inch) in diameter. Treatment often requires a radical mastectomy (an
extensive surgical procedure which includes removal of the breast, underlying
muscle and axillary lymph nodes) followed by a course of radiation treatment
and/or chemotherapy. On the other hand, if the disease is initially detected
while the primary tumor is small (<1.0 cm) and no lymph nodes are involved,
treatment often involves only removal of the tumor and a margin of surrounding
healthy tissue. Thereafter, a course of radiation treatment is often prescribed
as a precautionary measure.

     In research conducted at the University of Florida under the direction of
the two principle shareholders of the Company, together with a third individual,
more than 445 women were taught to detect tumors in the model ranging from 2 to
10 mm. As a result of this training, 33 of these women (7.4%) discovered
suspicious masses and were referred to physicians. This percentage is comparable
to that expected from screening procedures involving mammography and clinical
examination.

                                       3
<PAGE>

     The research was conducted at the University's Center for Ambulatory
Studies. Except for a National Cancer Institute grant made directly to the
University in 1977 and one small direct University grant, the research was not
directly sponsored by the University; instead, it was concluded at the
University's facilities under the supervision of the Company's two principle
shareholders (and a third person) as part of their normal faculty research
duties. The University released its rights to this research.

     Based upon its commercial experience with approximately 10,000 women who
have had the benefit of MammaCare training, the Company has demonstrated that
the MammaCare System can train women to detect masses as small as 0.3 cm. It has
been well documented that detection of such small masses often enables the
surgeon to provide treatment in the form of lumpectomy (see above) or some other
less extensive procedure not requiring total removal of the affected breast and
surrounding tissue.

BASIC TRAINING MODEL AND TRAINING
---------------------------------

     The Company's basic training model is a life-like model of a human female
breast. Its covering is a thin silicone membrane which simulates human skin. The
interior of the model, also made of silicone, closely simulates that of a mature
female breast with respect to granular, glandular, adipose and connective
tissue. Implanted within the model are simulated tumors consisting of extruded
polymers whose firmness matches that of excised tumors. The model is
manufactured in different degrees of firmness and nodularity in order to offer
the trainee a model which closely resembles her own breast.

     A special series of training exercises is used to instruct women in basic
palpation techniques required for manual self-examination for breast anomalies.
The basic approach is to: (1) teach the distinction between the feel of all
varieties of normal breast tissue and that of typical breast tumors, (2) teach a
method of palpation that insures contact with all depths of the trainee's own
breast tissue, and (3) teach a pattern of examination that insures palpation of
all breast tissue.

COMPANY CENTER
--------------

     The Company's Center is located in Gainesville, Florida. This Center serves
three important functions. It is the national training center established to
provide training for all licensees, physicians, nurses, and Company personnel
who are engaged in offering MammaCare to the public. Another function of this
Center is to package and ship MammaCare Products. Finally, this facility serves
as a research center permitting the Company to undertake marketing and product
development research.

     As part of the Company's commitment to maintain the quality of its service
to both the medical profession and women who need B.S.E., the Company has
developed three training programs at the Gainesville Center. The first is a
comprehensive, four-day training program leading to certification as a MammaCare
Specialist. Specialist certification is dependent upon a demonstrated mastery of
pertinent selected biological and medical literature as well as the MammaCare
Method of performing and teaching manual breast examination.

     The second training program leads to an Associate certificate. It is a
three-day training session for health care professionals which enables them to
instruct women in the use of the MammaCare technique. These certification
procedures are used by the Company to control the quality of its training. It is
a matter of resolute Company policy that a woman's mastery of the MammaCare
System will only be evaluated by a trained MammaCare Specialist. MammaCare
Specialists are empowered to train and certify MammaCare Associates at their own
sites.

     The third training program was introduced during the current year and leads
to certification of proficiency in the MammaCare Method of Clinical Breast
Examination. The course lasts one day and can be offered by MammaCare
Specialists who have undergone additional training.

MARKETING OF THE COMPANY'S SYSTEM AND MODELS
--------------------------------------------

     MammaCare Systems are each sold as a complete learning program. The Company
permits models to be sold separately to customers who have appropriate training,
either through the actual training sessions required in connection with the
MammaCare System, through the video training contained in either of the Learning
Systems, or through training provided by various individuals in accordance with
the Company's standards.

     During the last several fiscal years, the Company has intensified its
efforts to offer MammaCare overseas.(See Management Discussion below). The
Company has developed an extensive customer base in Canada and anticipates
increased activity in that country as the trade barriers continue to be
dismantled as a result of NAFTA. The Company has trained a number of MammaCare
Specialists who live and work in Canada and maintains close professional ties to
these individuals. The Company has also an established relationship with a
distributor in Germany who has translated the materials into German and is
slowly establishing a substantial presence throughout Europe.

                                       4
<PAGE>

MARKETING HISTORY
-----------------

     During the Spring of 1986, the Company concluded that Centers were not
providing enough sales volume and not recruiting enough new users of the System.
After the end of 1986 fiscal year, the Company implemented a new marketing
strategy designed to encourage sales through physicians. Shortcomings with the
prior marketing approach included the price of MammaCare (up to $125), which
generally was not covered by most health insurance carriers and the
inconvenience women found with the training at the Centers.

     Under this new marketing approach, health care providers purchase the
MammaCare Professional Learning System directly from the Company for $225 each.
The Company does not generate any revenues from the use of the Learning System
by women; its sole revenues under the new marketing approach come from sales of
System and any accompanying training.

     The MammaCare Professional Learning System consists of a teaching model, a
24-minute video cassette, and practice kit. The teaching model is a patented
breast model, designed to teach the difference between the feel of normal,
nodular breast tissue and the feel of small lesions. The video cassette guides
the learner through a series step-by-step exercises, first on the models, then
on her own breast tissue. This is intended to lead to mastery level proficiency
in palpation, search technique and lump detection. The practice kit contains a
"take-home" breast model, a written review manual, a reminder calendar and a
record booklet.

     It is suggested that providers make the System available to their patients
to use at a set fee. A patient may purchase the practice kit portion of the
System for continued monthly reinforcement of her skills. Patients may view the
videotape either in their homes or in the provider's facility. In either case, a
patient should have her proficiency reviewed by a physician or certified
MammaCare Specialist.

     By obtaining the MammaCare Learning System from their own providers,
patients are assured of receiving the full quality of MammaCare without the
inconvenience and expense of a lengthy clinic visit. Further, it is anticipated
that the cost of MammaCare to the public will be lower than historical prices
charged for this service. However, while the Company has made providers aware of
the need to keep the price of MammaCare reasonable, the providers are free to
charge whatever fee they deem appropriate for the use of the System. In light of
the fact that most health insurance policies do not reimburse patients for any
portion of their MammaCare expenses, no assurance can be given that the
physicians will set prices low enough to attract patients.

     Providers who are Franchisees or licensees are permitted to purchase Kits
at a substantial discount. The Company's intent is for these providers to act as
distributors to other physicians and health care providers in their respective
geographic regions. Patients ultimately purchasing these systems would then seek
a proficiency evaluation from either their physician or the Franchisee/provider.
Conceivably, if additional treatment were needed, the patient would choose the
physician or health care provider to furnish such treatment since a health care
relationship had already been established.

     A direct-to-physicians marketing approach was also developed during the
Summer of 1986 and implemented in late September of the same year. To date,
there are over 1000 physicians, hospitals and diagnostic centers throughout the
United States providing the Learning System to women. Although it is too early
to judge whether it will be more successful than the Company's earlier marketing
strategies, the Company believes that this marketing approach is superior
insofar as it eliminates certain prior deficiencies. No assurances can be given
that this new marketing approach will be successful. In any event, for the
Company to maintain profitability, MammaCare must be provided to an ever
increasing number of women.

     Early in 1989, the Company introduced a companion product called the
MammaCare Personal Learning System. It contains a single breast model, a 45-min.
video tape which teaches the same skills as the videotape in the Professional
System but with reference to the single model, and assorted printed matter. This
System is being marketed directly to women and was described in the August 1989
issue of Redbook and the July-August 1991 issue of the East West Journal. The
Company is presently evaluating consumer response to this product and expects to
develop additional marketing strategies for it in the coming year. The MammaCare
Personal Learning System is sold for $69.50, making it affordable and convenient
for working women and others who are unable to schedule and keep appointments
with health care providers. It is also discounted to readers of Family Circle
and other publications in the lay press that feature MammaCare periodically in
the editorial content of their health sections.

                                       5
<PAGE>

     In 1993, the Company introduced a third version of MammaCare known as the
MammaCare Clinical Learning System. This system is used to train physicians and
other health care providers to conduct clinical breast examinations using the
MammaCare Method. It is being adopted by medical schools, teaching hospitals,
and a small number of HMO's who are attempting to control costs by taking
advantage of the benefits of competent manual examination of the breast as a
means of early cancer detection. It is being used extensively by the Breast and
Cervical Cancer Screening Programs in the various states and will be the focus
of an expanded training effort by the Company in the near future.


OTHER MARKETING APPROACHES
--------------------------

     It is part of the Company's overall marketing strategy to arrange for the
availability of MammaCare wherever women routinely seek health service. To this
end, the Company has sought to penetrate the institutional market and medical
departments of large corporations. Limited resources have prevented the Company
from pursuing this strategy vigorously; however, the General Electric
Corporation ("GE") has introduced the Professional Learning System into its
Fairfield, Connecticut headquarters facility where it was reportedly well
received. GE has purchased three Learning Systems for use in other facilities.
Additionally, Pacific Bell has purchased a small number of MammaCare Personal
Learning Systems for a trial program aimed at their female employees. Results of
that trial were reported in 1991 and were judged favorable by Pacific Bell
representatives.

     The Company has intermittent negotiations ongoing with several other large
corporations to make MammaCare available in their health care facilities. The
Company believes that the addition of the MammaCare Personal Learning System may
offer a more attractive mechanism for providing MammaCare in the workplace.
There can be no assurance, however, that either these negotiations, trial
programs, or related marketing efforts will result in significant revenue for
the Company.

     Prior to 1988,the Company retained a Southern California nurse practitioner
as a marketing consultant for MammaCare. She appeared on the first ABC-TV "Home
Show" in February, 1988 where she described the MammaCare Learning System to a
nationwide audience. This individual was employed by a large health care concern
in Beverly Hills, California until 1996 and is a nationally recognized expert on
BSE. That organization now uses MammaCare in all of its breast centers under a
special agreement negotiated during 1992.

     Largely as a result of the efforts of this individual, the California
Division of the American Cancer Society adopted several features of MammaCare
for enhancement of their national Special Touch program. Specifically, the
Company provides its patented training models to Special Touch Facilitators who
have undergone training approved by the Company. These individuals may also
purchase the Company's Home Practice Model for use by participants in California
ACS BSE training programs. In November of 1989, the California Division received
an Honors Citation for its Special Touch Program from the National Office of the
American Cancer Society. To date, the Company has shipped over $100,000 worth of
products to California ACS chapters or affiliated individuals under this
arrangement.

     Similar arrangements have been concluded with the Alaska, Alabama, Alaska,
Arkansas, Connecticut, Delaware, Florida, Georgia, Indiana, Kansas, Kentucky,
Maine, Minnesota, New York, Pennsylvania, South Carolina, South Dakota and
Wisconsin Divisions of the American Cancer Society. These organizations are a
major component of the Company's customer base and are a stable source of
revenue. More recently, the Company has developed a web site (www.mammacare.com)
and markets its products and services through that medium.

Finally, the Company has recently begun a program of MammaCare Training Centers
at major medical and nursing schools. Training is offered at these institutions
and resulting data are shared with the Company. I cases where trainees meet
established standards of proficiency, Certificates signed by the Company and the
participating institution are awarded.

RESEARCH
--------

     The University of North Carolina at Chapel Hill was the first major medical
institution to conduct research using MammaCare. The results of that research
have been widely disseminated and are available from the Company by request.

     Other institutions and organizations who have conducted or are conducting
research involving MammaCare include Johns Hopkins University, the Fred
Hutchinson Cancer Center, the University of California at San Diego, the
University of Oregon, the University of Arkansas, the University of Vermont, the
State University of New York at Stony Brook, the Harvard Community Health Plan,
the University of Cincinnati, the University of Indiana, the Fox Chase Cancer
Center, Northwestern University, the University of West Virginia, U.S.
Healthcare, and the Mayo Clinic.

                                       6
<PAGE>

     Recently, the Company completed research under the auspices of the National
Cancer Institute. The object of this research was to develop and validate
versions of MammaCare that would meet the needs of the blind and visually
impaired and the deaf and hard of hearing. This research was completed on
schedule and to resulted in the introduction of effective products.

     Current research funded by the National Cancer Institute is aimed at
developing special techniques for conducting effective clinical breast
examinations on physically disabled women. Such women pose such problems that
they rarely receive either clinical breast examinations or screening through
other modalities. Basic studies are under way to determine the methods of
positioning and palpation that will be effective with this population.

PATENTS, TRADEMARKS AND COPYRIGHTS
----------------------------------

     The MammaCare System was invented by seven people, including the Company's
two principle shareholders, as part of research activities conducted at the
University of Florida. Subject to royalties payable to four of the co-inventors
over the life of the patent, the Company owns all rights to and is entitled to
receive all revenues from the System. The original patents have now expired so
the following data are presented for information only as no further royalties
are due. The Company's ownership interests in the patents and foreign patent
applications were as follows:

Total Sale Volume of the System         Company's Percentage
-------------------------------         --------------------

$          1 to $ 5,000,000                    97.14%
$  5,000,001 to $ 7,500,000                    97.71%
$  7,500,001 to $10,000,000                    98.29%
$ 10,000,001 and over                          98.86%


     The Company's position is that based upon reasonable expectations of the
parties, the above figures are for the life of the patent.

PATENTS
-------

     The Company is the assignee of the following patents and patent
applications directed to the Model and/or the System as indicated:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                      Patent No. or        Issue date or    Expiration Date   Subject Matter
                     Application No.        Filing Date
----------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>               <C>           <C>
United States           4,134,218             1/16/79           1/16/96       Model and methods and apparatus
                                                                              relating to the system
United States            308,914               Filed                          New model relating to the system
                                               2/9/89
Canada                  1,109,252             9/22/81           9/22/98       Model
Canada                  1,147,951              Filed           6/14/2000      Methods and apparatus relating to
                                              6/14/83                         the system
United Kingdom           2005894              5/26/82           10/2/98       Model
United Kingdom           2077017              10/13/82          10/2/98       Methods and apparatus relating to
                                                                              the system
Germany                P 2844373.4            11/11/81          10/12/98      Model, as well as certain apparatus
                                                                              elating to the system
Germany            Pending Application         Filed               -          Division application of the
(1)                    P 2857496.14           2/25/80                         application that issued as German
                                                                              Patent No. P 2844373.4 and is
                                                                              directed to methods and apparatus
                                                                              relating to the system
Japan                    1304322              6/15/85           10/11/98      Methods and apparatus relating to
                                                                              the system
Japan(2)                 Pending              10/26/84             -          Model allowed and published for
                        224,279/84                                            opposition

----------------------------------------------------------------------------------------------------------------

                                       7
<PAGE>

(1)  The German Patent Office has issued a notice of a decision to grant this
     application. After the application is granted, it will be published for the
     purpose of opposition, an interested person may oppose the granting of the
     application within three months of the publication date.

(2)  This application was allowed by the Japanese Patent Office and published
     for opposition in September 1985. In November 1985, a Statement of
     Opposition was filed on the ground that protection sought for this model
     was overbroad and that the Company's model is not sufficiently novel or
     inventive compared to other models to support a patent. In November 1986,
     the Company filed a repose setting forth their position that the patent
     application defines the model in a manner that is patentable over all of
     the prior models known. To date, the Japanese Patent Office has not acted
     on this matter.

     All of the foreign patents and patent applications have claimed the benefit
of the filing date of the application which issued as U.S. Patent No. 4,134,218,
namely, October 11, 1977, under the Paris Convention of 1883 for the Protection
of Industrial Property. There is no assurance that any of the pending patent
applications will be issued as patents.

TRADEMARKS
----------

     The following chart depicts the trademarks and copyrights owned by the
Company:

-----------------------------------------------------------------------------
                                             Registration
Type of Mark     Mark                        Number           Status
-----------------------------------------------------------------------------

U.S. Trademark   The MammaCare Method &      1,288,296        Issued 7/31/84
                 Design
U.S. trademark   The Mammatech Corporation   1,305,388        Issued 11/13/84
U.S. Trademark   MammaKit                    1,317,844        Issued 2/5/85
U.S. Trademark   MammaTrainer & Design       1,310,897        Issued 12/25/84
U.S. Trademark   MammaTest & Design          1,303,689        Issued 11/6/84
U.S. Trademark   M & Design                  1,310,918        Issued 12/25/84
U.S. Trademark   Hand Design                 1,357,256        Issued 8/27/85
U.S. Trademark   MammaCare                   1,445,641        Issued 6/30/87

-----------------------------------------------------------------------------

COPYRIGHTS
----------

------------------------------------------------------------------------------------------
                                                     Registration
Type                   Name                          Number         Effective for:
------------------------------------------------------------------------------------------

Advertising Brochure   What Am I Supposed to Feel?   TX1-199-545    75 years from 9/29/83
Test Form              MammaTest                     TX1-234-492    75 years from 12/14/83
Instructional Manual   The MammaCare Method          TX1-259-524    75 years from 12/29/83

------------------------------------------------------------------------------------------

                                       8
</TABLE>
<PAGE>

ITEM 2. PROPERTIES

     The Company's facilities house its executive offices and MammaCare Center.
Located at 930 NW 8th Avenue, Gainesville, Florida, the Company's offices are
approximately 2,700 square feet. These facilities are adequate for the Company's
current business operations. The Company does not anticipate difficulties in
obtaining additional office facilities in Gainesville at comparable rates should
operations expand sufficiently.

     The Company owns a completely equipped modular factory unit that is housed
within a building owned by RTS Laboratories, Inc. (RTS), a non-affiliated
organization located in Alachua, Florida. RTS supplies personnel and
manufactures the Company's models under contract, using the Company's modular
facility, materials, and equipment.




























                                        9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS
-------------------------

     There is no current or pending litigation involving the Company.

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

     Not Applicable.























                                       10
<PAGE>

PART II
-------

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK EQUITY AND RELATED SHAREHOLDER
        MATTERS
----------------------------------------------------------------------------

     A. Market Information. The Company's common stock is traded in the
over-the-counter market. From February 1983, through December 1985, there had
been an established trading market on NASDAQ for the Company's common stock.
However, in mid-December 1985, the Company's common stock was de-listed by
NASDAQ. The Company's common stock is currently listed in the National Quotation
Bureau "pink sheets". Throughout 2002, the bid value of the stock ranged from
$0.001 to $0.05.

     The following information concerning the National Quotation Bureau price of
the Company's common stock has been received from NASDAQ and the National
Quotation Bureau.

--------------------------------------------------------------------------------
Quarterly Period                  High Bid (1)              Low Bid (1)
--------------------------------------------------------------------------------
November 30, 1988                 $   0.005                 $   0.005
February 28, 1989                 $   0.01                  $   0.0025
May 31, 1989                      $   0.01                  $   0.01
August 31, 1989                   $   0.01                  $   0.004
November 30, 1989                 $   0.01                  $   0.0075
February 28, 1990                 $   0.01                  $   0.005
May 31, 1990                      $   0.01                  $   0.005
August 31, 1990                   $   0.01                  $   0.001
November 30, 1990                 $   0.01                  $   0.001
February 29, 1991                 $   0.01                  $   0.001
May 31, 1991                      $   0.01                  $   0.001
August 31, 1991                   $   0.01                  $   0.001
November 30, 1991                 $   0.01                  $   0.001
February 29, 1992                 $   0.01                  $   0.001
May 31, 1992                      $   0.01                  $   0.001
August 31, 1992                   $   0.01                  $   0.001
August 31, 1996                   $   0.01                  $   0.005
August 31, 1997                   $   0.01                  $   0.001
August 31, 1998                   $   0.24                  $   0.001
August 31, 1999                   $   0.08                  $   0.010
August 31, 2000                   $   0.30                  $   0.010
August 31, 2001                   $   0.05                  $   0.001
August 31, 2002                   $   0.02                  $   0.01
--------------------------------------------------------------------------------
August 31, 2003                   $   0.01                  $   0.001
--------------------------------------------------------------------------------
August 31, 2004                   $   0.04                  $   0.01
--------------------------------------------------------------------------------
August 31, 2005                   $   0.55                  $   0.23
--------------------------------------------------------------------------------

(1)  Such over-the-counter market quotations reflect inter-dealer prices,
     without retail mark-up, mark-down or commission, and may not necessarily
     represent actual transactions.

     B. Holders of Common Stock. As of August 31, 2005, there were approximately
3,800 record holders of the Company's common stock with 5,227,625 shares
outstanding, of which 310,425 shares are treasury stock.

                                       11
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT
        OF OPERATIONS
-------------------------------------------------------------------------------

Summary of Consolidated Statements of Operations
------------------------------------------------

YEAR ENDED                                     Aug.31, 2004      Aug.31, 2005
----------                                     ------------      ------------
Revenues from Operations                          341,078           292,863
Net Income (Loss)                                (245,350)         (139,295)
Income (Loss) per Common Share                       (.05)             (.03)


Summary of Consolidated Balance Sheet
-------------------------------------

YEAR ENDED                                            Aug.31, 2005
----------                                            ------------
Total Assets                                             941,520
Total Liabilities                                        941,520
Shareholder's Equity                                     228,193



Results of Operations
---------------------

Cautionary Factors That May Affect Future Results: The following discussion
should be read in conjunction with the accompanying financial statements and
notes included within this annual report, form 10KSB

In addition to historical information, the information in this discussion
contains or is based upon forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
relate to expectations or forecasts of future events. You can identify these
statements by the fact that they do not relate strictly to historical or current
facts. They use words such as "anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," and other words and terms of similar meaning in
connection with a discussion of potential future events, circumstances or future
operating or financial performance. In particular, these include statements
relating to future actions, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings, and financial
results.

Any or all of our forward-looking statements here or in other publications may
turn out to be wrong. They can be affected by inaccurate assumptions or by known
or unknown risks and uncertainties. Many such factors will be important in
determining our actual future results. Consequently, no forward-looking
statement can be guaranteed, and forward-looking statements may be adversely
affected by factors, including general market conditions, competitive product
development, product availability, current and future branded and generic
competition, federal and state regulations and legislation, manufacturing
issues, timing of the elimination of trade buying, patent positions, and other
factors besides those enumerated. Our actual results may vary materially, and
there are no guarantees about the performance of Mammatech Corporation stock.


Sales for 2005 decreased by 14% over the previous year even though German sales
increased by 5.3%. Foreign sales were $72,086 in 2005 and $74,818 in 2004 and a
small market has emerged in Taiwan. The Company's operating expense decreased by
14% compared to 2004. The operating loss of $192,318 is disappointing but is
22.9% smaller than 2004. The Company's net loss for the year is 43% less than
last year. These reductions are primarily the result of reductions in personnel
costs and increases in investment income.

Since September 11, 2001 domestic sales to US government agencies have been
declining and formerly growing sales to US military installations have all but
disappeared. To build sales in non-government sectors the company recently
developed an expanded internet presence on Google's advertising network, Yahoo
and MSN. Internet searches for "clinical breast exam" or "breast self-exam" now
generate leading placement positions for MammaCare on these and other search
engines. MammaCare breast models, clinical breast examination training and other
products also enjoy improved placement in major search engines. As a result, the
company's web site www.mammacare.com is attracting a growing audience. The
Company also continued to market via direct mail and catalogue distribution and
will expand that effort to a wider civilian audience.

The company's business model is changing as it licenses universities and medical
institutions to deliver MammaCare training and certification. The company
recently began offering its intensive one-day CBE training program to health
providers in New Mexico through the New Mexico Breast and Cervical Cancer Early
Detection Program (BCCDP) (see www.mammacare.com ). This program leads to
certification in the MammaCare Method of Clinical Breast Examination. It is
taught by two New Mexico based MammaCare Specialists who received extensive
training at Mammatech National Training Center in Gainesville. At this writing,
nine individuals have completed the New Mexico program in the San Juan Regional
Medical Center in Farmington, NM. and their evaluations have been excellent. The
western MammaCare center at Oregon Health Sciences University (OHSU) is
expanding to Salem Oregon and the company is currently negotiating for a new
MammaCare Center in a major Midwestern market.

The emphasis on clinical breast examination evident in the medical literature
continued to grow during the current fiscal year. At the beginning of the fiscal
year, two major articles appeared in the November issue of CA: A Journal for
Clinicians published by the American Cancer Society. One article presents a
detailed series of recommendations for improving training and performance of
CBE. The other is a summary of the relevant research in which MammaCare enjoys a
conspicuous presence. As a result, the demand for professional training in
MammaCare is expected to increase. During the year, the Company trained 20 new
MammaCare Specialists of whom 6 were trained in the new center at Oregon Health
Sciences University.

                                       12
<PAGE>

The Company continues to benefit from its sales and distribution agreement with
a German health care products company. This agreement provides exclusive
distribution rights for the Company's products throughout Germany and the
German-speaking portions of Austria, Switzerland, and Belgium. In return, the
distributor has undertaken at its own expense to provide translations of the
Company's Personal Learning System DVD and printed materials. The distributor
has continued to develop a promotional campaign in both the electronic and print
media. The distributor is now training medical professionals in MammaCare and
actively marketing MammaCare products. A total of 37 German MammaCare BSE
instructors were trained and certified during the current year.

The company is working to launch a patented computer based technology platform
that augments clinical breast examination skill. Prototype development is
nearing completion and the company is actively seeking financing for scale-up
manufacturing and marketing of the new technology. There can be no assurance
that such financing will be forthcoming or that such financing will be
sufficient to insure the success of the technology.

Liquidity
---------

At the close of the 2005 fiscal year, the Company's assets totaled $941,520
including cash of $79,578 and marketable securities of $561,386, compared to
$980,244 at the close of 2004. The Company has sufficient liquid assets to meet
current and foreseeable obligations. The Company expects a substantially
increased R&D budget supporting development of an advanced computer assisted
training system to make demands on its capital in the coming year.

The Company continues to support its operations solely on the basis of operating
revenues and is debt free but for its note for $6,260 to an unaffiliated
supplier for its manufacturing facility. The Company's principal goal remains to
make MammaCare available to all women at risk for breast cancer through
affiliations with capable organizations in the health care industry.

Capital Resources
-----------------

The Company has no material commitment for capital expenditures except for
expanding R&D costs and there are no known trends in its capital resources.





                                       13

<PAGE>


ITEM 7. FINANCIAL STATEMENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Mammatech Corporation

We have audited the accompanying balance sheet of Mammatech Corporation as of
August 31, 2005, and the related statements of comprehensive operations,
stockholders' equity, and cash flows for the years ended August 31, 2005 and
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mammatech Corporation as of
August 31, 2005, and the results of its operations, and its cash flows for the
years ended August 31, 2005 and 2004, in conformity with accounting principles
generally accepted in the United States of America.





Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
November 30, 2005












                                       14
<PAGE>

                              Mammatech Corporation
                                  Balance Sheet
                                 August 31, 2005


                                     ASSETS
                                     ------
Current assets:
  Cash                                                              $    79,758
  Accounts receivable - trade                                            17,681
  Inventory                                                             102,287
                                                                    -----------
      Total current assets                                              199,726
                                                                    -----------

Property and equipment, at cost, net of
  accumulated depreciation of $248,824                                  177,286
                                                                    -----------

Available for sale securities                                           561,386
Other assets                                                              3,122
                                                                    -----------
                                                                        564,508

                                                                    $   941,520
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Note payable                                                      $     5,200
  Accounts payable and accrued expenses                                  26,869
  Accounts payable - officers                                             6,630
  Accrued salaries - officers                                           825,110
                                                                    -----------
      Total current liabilities                                         863,809
                                                                    -----------

Stockholders' equity:
 Common stock, $.0001 par value,
  200,000,000 shares authorized, 5,227,625
  shares issued and outstanding                                             523
 Additional paid-in capital                                           2,862,206
 Accumulated (deficit)                                               (2,634,536)
                                                                    -----------
                                                                        228,193
 Treasury stock, at cost, 310,425 shares                               (148,051)
                                                                    -----------
                                                                         80,142
Other comprehensive income:
 Valuation allowance for marketable securities                           (2,431)
                                                                    -----------
                                                                         77,711

                                                                    $   941,520
                                                                    ===========



                 See accompanying notes to financial statements.

                                       15
<PAGE>

                              Mammatech Corporation
                     Statements of Comprehensive Operations
                      Years Ended August 31, 2005 and 2004

                                                         2005           2004
                                                     -----------    -----------

Sales, net                                           $   292,863    $   341,078
Cost of sales                                             77,774        117,612
                                                     -----------    -----------
Gross profit                                             215,089        223,466

Selling, general and administrative expenses             407,407        472,962
                                                     -----------    -----------
(Loss) from operations                                  (192,318)      (249,496)
                                                     -----------    -----------

Other income and (expense):
  Research and development
                                                            --          (14,350)
  Gain (loss) on sale of investment securities            21,623        (15,991)
  Interest and dividend income                            31,400         34,487
                                                     -----------    -----------
                                                          53,023          4,146
                                                     -----------    -----------

(Loss) before income taxes                              (139,295)      (245,350)
Provision for income taxes                                  --             --
                                                     -----------    -----------

Net (loss)                                           $  (139,295)   $  (245,350)
                                                     ===========    ===========

Basic and fully diluted earnings per share:
 Net (loss)                                          $     (0.03)   $     (0.05)
                                                     ===========    ===========

 Weighted average shares outstanding                   5,223,458      5,202,625
                                                     ===========    ===========


  Net (loss)                                         $  (139,295)   $  (245,350)
   Unrealized gain from investments net of
    income taxes                                          13,537         47,017
                                                     -----------    -----------
  Comprehensive (loss)                               $  (125,758)   $  (198,333)
                                                     ===========    ===========


                 See accompanying notes to financial statements.

                                       16
<PAGE>
<TABLE>
<CAPTION>

                                              Mammatech Corporation
                                       Statement of Stockholders' Equity
                                      Years Ended August 31, 2005 and 2004

                                                                            Valuation
                                               Additional                   Allowance
                    Common                      Paid-in      Treasury    for Marketable   Accumulated
                    Shares        Amount        Capital        Stock       Securities      (Deficit)        Total
                  -----------   -----------   -----------   -----------    -----------    -----------    -----------
<S>               <C>           <C>           <C>           <C>            <C>            <C>            <C>
Balance,
August 31, 2003     5,022,625   $       502   $ 2,820,727   $  (145,081)   $   (62,985)   $(2,249,891)   $   360,302

Increase in
market value
of securities            --            --            --            --           47,017           --           47,017

Issuance of
common shares
for services          180,000            18        35,982          --             --             --           36,000

Net (loss)
for the year             --            --            --            --             --         (245,350)      (245,350)
                  -----------   -----------   -----------   -----------    -----------    -----------    -----------

Balance
August 31, 2004     5,202,625           520     2,856,709      (145,081)       (15,968)    (2,495,241)       197,969

Increase in
market value
of securities            --            --            --            --           13,537           --           13,537

Issuance of
common shares
for services           25,000             3         5,497          --             --             --            5,500

Net (loss)
for the year             --            --            --            --             --         (139,295)      (139,295)
                  -----------   -----------   -----------   -----------    -----------    -----------    -----------

Balance
August 31, 2005     5,227,625   $       523   $ 2,862,206   $  (145,081)   $    (2,431)   $(2,634,536)   $    77,711
                  ===========   ===========   ===========   ===========    ===========    ===========    ===========


                                 See accompanying notes to financial statements.

                                                      17
<PAGE>

                                       Mammatech Corporation
                                     Statements of Cash Flows
                               Years Ended August 31, 2005 and 2004

                                                                                2005          2004
                                                                              ---------    ---------

Net (loss)                                                                    $(139,295)   $(245,350)
  Adjustments to reconcile net (loss) to net
   cash provided by (used in) operating activities:
   Depreciation and amortization                                                  5,300       12,367
   Common stock issued for services                                               5,500       36,000
   Realized (gain) loss on marketable securities                                (21,623)      15,991
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                                    8,064       (4,747)
    (Increase) decrease in other receivables                                       --         12,581
    (Increase) decrease in inventory                                            (22,747)      (7,969)
    Decrease in other assets                                                      1,000         --
    Increase (decrease) in accounts payable and accrued expenses - officers      95,251      101,764
    Increase (decrease) in accounts payable and accrued expenses                (13,717)       6,765
                                                                              ---------    ---------
  Net cash (used in) operating activities                                       (82,267)     (72,598)
                                                                              ---------    ---------


Cash flows from investing activities:
  Purchase of available for sale securities                                    (344,857)    (882,643)
  Proceeds from the sale of available for sale securities                       504,387      903,651
  Acquisition of property and equipment                                        (165,349)      (3,104)
                                                                              ---------    ---------
Net cash provided by (used in) investing activities                              (5,819)      17,904
                                                                              ---------    ---------

Cash flows from financing activities:
   Repayment of note payable                                                       --         (1,060)
                                                                              ---------    ---------
  Net cash (used in) financing activities                                          --         (1,060)
                                                                              ---------    ---------

(Decrease) in cash                                                              (88,086)     (55,754)
Cash and cash equivalents,
 beginning of year                                                              167,844      223,598
                                                                              ---------    ---------
Cash and cash equivalents,
 end of year                                                                  $  79,758    $ 167,844
                                                                              =========    =========

Supplemental cash flow information:
   Cash paid for interest                                                     $    --      $    --
                                                                              =========    =========
   Cash paid for income taxes                                                 $    --      $    --
                                                                              =========    =========


                          See accompanying notes to financial statements.

                                               18
</TABLE>
<PAGE>

                              Mammatech Corporation
                          Notes to Financial Statements
                                 August 31, 2005


Note 1. Summary of Significant Accounting Policies

Organization and Operations

Mammatech Corporation was incorporated in the State of Florida on November 23,
1981, and holds patents on a breast tumor detection training system. The system
consists of a breast model and a method of breast self-examination, and is
marketed by the Company to individuals and healthcare professionals.

Reclassifications

Certain amounts presented in previous year's financial statements have been
reclassified to conform to current year presentation.

Inventories

Inventories, which consist principally of finished goods, are stated at the
lower of cost or market using the first-in, first-out method.

Property and Equipment

Property and equipment are carried at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
assets ranging from 3 to 8 years. When assets are retired or otherwise disposed
of, the cost and the related accumulated depreciation are removed from the
accounts, and any resulting gain or loss is recognized in operations for the
period. The cost of repairs and maintenance is charged to operations as incurred
and significant renewals or betterments are capitalized.

Patents, Trademarks, and Copyrights

Patents, trademarks, and copyrights are amortized using the straight-line method
over their estimated useful economic lives of 10 years.

Revenue recognition

Revenues from product sales are recognized when delivery has occurred,
persuasive evidence of an agreement exists, the vendor's fee is fixed or
determinable, no further obligation exists and collectability is probable.
Generally, title for these shipments passes on the date of shipment. Cost of
products sold consists of the cost of the purchased goods and labor related to
the corresponding sales transaction. When a right of return exists, the Company
defers revenues until the right of return expires. The Company recognizes
revenue from services at the time the services are completed.

Grants

The Company accounts for funds received under grants for cost reimbursement as a
reduction in the related costs.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances.

Marketable Securities

The Company's marketable securities consist primarily of common stock and mutual
fund holdings and are classified as available-for-sale and are reported at fair
value. Unrealized gains and losses are reported, net of taxes, as a component of
stockholders' equity within accumulated other comprehensive income. Unrealized
losses are charged against income when a decline in fair value is determined to
be other than temporary. The specific identification method is used to determine
the cost of securities sold.

                                       19
<PAGE>

Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses common stock
equivalents, if any, are not considered, as their effect would be anti-dilutive.

Cash and Cash Equivalents

Cash and cash equivalents, consist of cash and term deposits with original
maturities of less than 90 days.

Estimates

The preparation of the Company's financial statements requires management to use
estimates and assumptions. These estimates and assumptions affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from these estimates.

Fair Value of Financial Instruments

The Company's short-term financial instruments consist of cash and cash
equivalents, marketable securities, accounts and loans receivable, and payables
and accruals. The carrying amounts of these financial instruments approximate
fair value because of their short-term maturities. Financial instruments that
potentially subject the Company to a concentration of credit risk consist
principally of cash, marketable securities and accounts receivable, trade.

Stock-based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (APB 25) but disclose the pro forma
effects on net income (loss) had the fair value of the options been expensed.
The Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.

Segment Information

The Company follows SFAS 131, Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

                                       20
<PAGE>

Advertising

Advertising expenses are charged to expense upon first showing. Amounts charged
to expense were $5,087 and $9,031 for the years ended August 31, 2005 and 2004.

Research and Development

Research and development is charged to operations as incurred.

Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board issued FASB
Interpretation Number 46-R, Consolidation of Variable Interest Entities (FIN
46-R). FIN 46-R, which modifies certain provisions and effective dates of FIN
46, sets for the criteria to be used in determining whether an investment is a
variable interest entity should be consolidated. These provisions are based on
the general premise that if a company controls another entity through interests
other than voting interests, that company should consolidate the controlled
entity. The Company currently has no entities which require the application of
FIN 46-R.

In November 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) 151, Inventory Costs. SFAS 151 amends the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage) under the guidance in ARB 43, Chapter 4, Inventory Pricing. Paragraph
5 of ARB 43, Chapter 4, previously stated that under some circumstances, items
such as idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as current period
charges. This Statement requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of so
abnormal. In addition, this Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management does not
expect adoption of SFAS 151 to have a material impact on the Company's financial
statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123(R) requires
that the cost of share-based payment transactions (including those with
employees and non-employees) be recognized in the financial statements. SFAS
123(R) applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share
options, or other equity instruments (except for those held by an ESOP) or by
incurring liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or may
require) settlement by the issuance of an entity's shares or other equity
instruments. This statement is effective (1) for public companies qualifying as
SEC small business issuers, as of the first interim period or fiscal year
beginning after December 15, 2005, or (2) for all other public companies, as of
the first interim period or fiscal year beginning after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No. 20 "Accounting Changes," and FASB
Statement No. 3 "Reporting Accounting Changes in Interim Financial Statements,"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement requires retrospective application to prior
periods' financial statements of changes in accounting principle, unless it is

                                       21
<PAGE>

impracticable to determine either the period-specific effects or the cumulative
effect of the change. This Statement shall be effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. Early adoption is permitted for accounting changes and corrections of
errors made in fiscal years beginning after the date this Statement is issued.
We do not believe that adoption of SFAS 154 will have a material impact on our
financial statements.

Note 2. Related Party Transactions

During 2005, the Company purchased its office building from a shareholder at a
cost of $165,000, which the Company believed was the fair market value of the
building.

During prior years two officers of the Company made advances aggregating $11,830
of which $5,200 had been repaid. The balance of the advances was $6,630 at
August 31, 2005.

Through August 31, 2005, the Company accrued an aggregate of $825,110 in unpaid
salaries due to two officers.

During February 1989, an officer of the Company filed a patent application for a
product representing a variation of the Company's patented models. The product
is an important part of the Company's product line.

The Company has entered into an agreement with this officer whereby the Company
would enjoy exclusive and unrestricted use of the new product for the payment of
the patent application fees. The agreement was for a period of one year and is
automatically renewable for additional one year periods provided, however, that
either party may cancel the agreement upon one months notice after the initial
year.

Note 3. Available for Sale Securities

Marketable securities consist of mutual funds and common stocks with a cost
basis of $563,817 and fair market value of $561,386 at August 31, 2005, and are
classified as available for sale as it is the Company's intent to hold them for
an indefinite period of time.

The gross realized gains (losses) on sales of available-for-sale securities were
$21,623 and $(15,991) during the years ended August 31, 2005 and 2004. The
adjustment to unrealized holding (losses) on available-for-sale securities
included in accumulated other comprehensive income as a component of
stockholders' equity decreased by $13,537 and $47,017 during the years ended
August 31, 2005 and 2004, and totaled $2,431 at August 31, 2005.

Note 4. Property and Equipment

Property and equipment consists of the following, at cost, at August 31, 2005:

          Land and building                   $165,000
          Furniture and equipment              244,722
          Leasehold improvements                16,388
                                              --------
                                               426,110
          Less: accumulated depreciation       248,824
                                              --------
                                              $177,286
                                              ========

Depreciation charged to operations was $5,300 and $8,120 during the years ended
August 31, 2005 and 2004.

Note 5. Note Payable

At August 31, 2005, the Company had an unsecured demand note payable due to a
vendor in the principal amount of $5,200 with interest at 8% per annum.

Note 6. Commitments and Contingencies

The Company does not maintain product liability insurance related to its product
line. It is unable to estimate the risks and possible economic consequences
related to its decision not to carry this type of insurance.

                                       22
<PAGE>

Note 7. Concentration of Credit Risk/Major Customers

During the year ended August 31, 2005, the Company sales to a single customer
that accounted for approximately 21% of its total sales. This customer was based
in a foreign country.

At August 31, 2005, the Company has $47,275 on deposit in uninsured money market
accounts.

The Company currently utilizes a single manufacturer for its products. Should
this manufacturer be unable to meet the Company's demands it feels that it would
be able to locate another suitable manufacturer or manufacturers.

The Company made sales to customers located in foreign countries amounting to
$72,086 and $74,818 during the years ended August 31, 2005 and 2004.

Note 8. Grants

The Company received funds from grants for expense reimbursement aggregating
$6,980 for the year ended August 31, 2004.

Note 9. Income Taxes

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse.

At August 31, 2005, the deferred tax asset related to the operating loss
carryforwards of approximately $400,000 has been fully reserved. The change in
the valuation allowance was approximately $47,000 during the year ended August
31, 2005.

At August 31, 2004, the Company had net operating loss carryforwards aggregating
approximately $1,200,000, which expire from 2006 through 2025.

The amounts shown for income taxes in the statements of operations differ from
the amounts computed at federal statutory rates. The following is a
reconciliation of those differences.

            Year Ended August 31,
                                           2005    2004
                                           ----    ----

         Tax at federal statutory rates     34%      34%
         Operating loss carry forward      (34)     (34)
                                           ---      ---
                                            - %      - %
                                           ===      ===

Note 10. Stockholders' Equity

During September 2003 the Company issued an aggregate of 180,000 shares of
common stock to officers and employees for services. These shares were valued at
their fair market value of $36,000 and charged to operations during the year
ended September 30, 2004.

During November 2004 the Company issued 25,000 shares of common stock to a third
party for services. These shares were valued at their fair market value of
$5,500 and charged to operations during the year ended September 30, 2005.

During November 2004 the Company elected to undergo a one for twenty reverse
split of its common stock. All share and per share amounts have been restated to
give effect to this split.

                                       23
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
Exchange Act_), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures at August 31, 2005,
being the date of our most recently completed fiscal year end. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting management
to material information relating to us required to be included in our periodic
SEC filings. There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.

During our most recently completed fiscal year ended August 31, 2005, there were
no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting.

The term internal control over financial reporting is defined as a process
designed by, or under the supervision of, the registrant's principal executive
and principal financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:

     (1)  Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the registrant;

     (2)  Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with generally accepted accounting principles, and that receipts and
          expenditures of the registrant are being made only in accordance with
          authorizations of management and directors of the registrant; and

     (3)  Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the registrant's
          assets that could have a material effect on the financial statements.


--------------------------------------------------------------------------------

ITEM 8 B. OTHER INFORMATION

Not Applicable





                                       24
<PAGE>

                                    PART III
                                    --------

Item 9. Directors and Executive Officers of the Company
-------------------------------------------------------

The following persons are the executive officers and directors of the Company.

Name                             Age     Position with the Company
----                             ---     -------------------------

Mark Kane Goldstein, Ph.D.       67      Chairman of the Board, Vice-President
                                         and Secretary

H. S. Pennypacker, Ph.D.         68      President

Mary Bailey Sellers              57      Treasurer


     All directors serve until the next annual meeting of shareholders. There is
currently one vacancy on the Board of Directors.

Mark Kane Goldstein
-------------------

     Mark Kane Goldstein, Ph.D., is Chairman of the Board, Vice President and
Secretary of the Company. Dr. Goldstein directs and advises the Company on
fiscal and policy matters and directs research on product development. From 1971
until July, 1982, Dr. Goldstein was employed by the U.S. Veterans
Administration, Gainesville, Florida, as a research scientist. During this same
period, Dr. Goldstein also was an Associate Professor/Research Scientist at the
University of Florida, Gainesville, Florida, and continues as Co-Director of its
Center for Ambulatory Studies.

     From 1978 through May, 1984, Dr. Goldstein was a member of the City
Commission of Gainesville, Florida including 1980-81 when he served a one-year
term as Mayor.

     Dr. Goldstein received a B.A. in 1961 from Muhlenberg College, an M.A. in
1962 from Columbia University and a Ph.D. in 1971 from Cornell University. All
Degrees were in Psychology.

Henry Sutton Pennypacker, Ph.D.
-------------------------------

     Henry Sutton Pennypacker, Jr., Ph.D., is President and a director of the
Company. He is currently employed as President of the Company and as Professor
Emeritus of Psychology at the University of Florida. He was the acting Chairman
of the Department of Psychology from June 1969 to 1970 and prior thereto was an
Associate Professor and Assistant Professor. In May 1998, Dr. Pennypacker
retired from the University but continues to teach on a part-time basis.

     Dr. Pennypacker is the author or co-author of five books and over fifty
articles and book chapters dealing with various aspects of behavioral research
and behavioral medicine. He is a past President of the International Association
for Behavior Analysis, the Society for Advancement of Behavior Analysis, and the
Florida Association for Behavior Analysis. He serves as a member of the Board of
Trustees of the Cambridge Center for Behavioral Studies and was recently elected
Chairman of its newly formed Board of Directors. On August 10, 1990, Dr.
Pennypacker received an award from the California Division of the American
Cancer Society in recognition of his "...pioneering contribution to breast
self-examination education."

     Dr. Pennypacker received a B.A. and an M.A. from the University of Montana
in 1958 and 1960, respectively, and a Ph.D. from Duke University in 1962. All
degrees were in Psychology.

Mary Bailey Sellers
-------------------

     Mary Bailey Sellers has been employed as Controller by the Company since
September 1985. She was appointed Treasurer in August 1986. From April 1978
through November 1984, she was employed by Barnett Bank of Alachua County, N.A.,
and a predecessor bank as Vice President--commercial loans. Mrs. Sellers devoted
her time to her family from December 1984 through August 1985.

                                       25
<PAGE>

     Mrs. Sellers received a B.A. in English and History in 1970 from Barry
College.

Item 10. Executive Compensation
-------------------------------

     The following table sets forth the cash remuneration paid or accrued by the
Company during the fiscal year ended August 31, 2005, to all executive officers
of the Company as a group.

                    Cash Compensation Table
                    -----------------------

         A                        B                     C
---------------------------------------------------------------
Name of individual          Capacities in          Cash
or number of persons        which served           Compensation
in a group

All executive officers      All capacities         $64,380.
as a group
(three persons) (1)

(1)  No executive officer of the Company received more than $40,000 in
     compensation during the fiscal year ended August 31, 2005

Dr. H. S. Pennypacker, Jr., President of the Company, and Dr. Mark Goldstein
received partial compensation associated with their activities on the research
grant during the 2004 fiscal year. In addition, $52,814 was accrued in salary
for Dr. Pennypacker and $40,616 was accrued for Dr. Goldstein. Mary Sellers
receives a salary of $40,000.00 per year.

Dr. Pennypacker and Dr. Goldstein received partial compensation associated with
their activities on the research grant during the 2005 fiscal year.

     All directors receive reimbursement of expenses but no fees for serving as
directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

     The following table sets forth, as of August 31, 2005, the number of shares
of common stock owned both of record and beneficially by (I) all persons owning
five percent or more of the outstanding common stock of the Company; (ii) all
directors, and (iii) all officers and directors as a group:

                                      Shares of         Percentage of
                                     Stock Owned      Outstanding Shares
                                     -----------      ------------------

Mark Kane Goldstein, Ph.D. (2)        1,325,800             26.4%
930 N.W. 8th Avenue
Gainesville, Florida 32601

H. S. Pennypacker, Ph.D.              1,290,000             25.7%
930 N.W. 8th Avenue (1)(2)
Gainesville, Florida 32601

Mary Bailey Sellers                      35,000              0.7%
930 N.W. 8th Avenue
Gainesville, Florida 32601

All Officers and Directors
as a group (1)(2)

----------
(1)  All shares owned by Dr. Pennypacker are owned by himself and his wife as to
     which Dr. Pennypacker has shared investment and voting power.

                                       26
<PAGE>

Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

     On February 9, 1989, Mark Kane Goldstein, an Officer and Director of the
Company, filed Patent Application Serial No. 308,914 seeking protection for a
new breast model that represents a significant variation on the Company's
patented models. The new breast model is an integral part of the Company's new
MammaCare Personal Learning System. The Company has entered into a licensing
agreement with Dr. Goldstein whereby the Company enjoys exclusive and
unrestricted use of the invention in exchange for payment of costs associated
with preparation and filing of the patent documents together with whatever
foreign patent protection the Company, in consultation with Dr. Goldstein, may
seek.


Item 13. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
---------------------------------------------------------------------------

     (a) Exhibits

Exhibit
Number                              Description
------                              -----------

31.1      Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities
          Exchange Act of 1934, As adopted Pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002

31.2      Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities
          Exchange A ct5 of 1934, As Adopted Pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002

32        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

(a)  The following documents are filed as part of this Report on Form 10-K.

     (1) Filed as an exhibit to this Annual Report on Form 10KSB

There were no reports on form 8-K to be disclosed for the year ended August 31,
2005

(b)  The following documents are filed as part of this Report of form 8-K


          Financial Statements             Pages 13 to 26


(c)  Exhibit Index: None


3         Articles of Incorporation*

3.1       Articles of Amendment to Articles of Incorporation*

3.2       By-Laws*

3.3       Amendments to By-Laws*

4         Warrants*

10.1      Patent Assignment Agreements*

10.2      H. S. Pennypacker Assignment*

10.3      Mark Kane Goldstein Assignment*

*Contained in the Company's registration statement of Form S-18 filed in October
27, 1982.

**Contained in Amendment No. 1 to the Company's registration statement on Form
S-18 filed on November 13, 1982.

***Contained in Amendment No. 3 to the Company's registration statement on Form
S-18 filed on November 9, 1982.

                                       27
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees

Total audit fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements and review of
financial statements included in our Form 10-QSB will total approximately
$12,000 for 2004 and 2005.

(b) Audit-Related Fees

During fiscal 2004 and 2005 we were not required to incur any additional
audit-related fees in preparation of our financial statements or otherwise.

(c) Tax Fees

We engage our principal accountant to assist with the preparation or review of
our annual tax filings. For fiscal 2004 and 2005 we will pay $750.00.

(d) All Other Fees

During fiscal 2004 and 2005 we did not incur any other fees other than assurance
and tax consulting fees disclosed in items 14 (a) and 14 (c)

(e) Audit Committees Pre-approval Policy

The Board of Directors pre-approval policies include annually approving the
principal accountants and a detailed review and discussion of the principal
accountant's current year audit engagement letter and fees estimate.




                                       28
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                          MAMMATECH CORPORATION
                                          ---------------------


                                          By: /s/ H. S. Pennypacker
                                          -------------------------------------
                                          H. S. Pennypacker, President

Date:  February 8, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Company and in
the Capacities and on the dates indicated.


Signature
---------
Position or Office                          Date
------------------                          ----



/s/  Mark Kane Goldstein                    February 8, 2006
------------------------------
Mark Kane Goldstein
Chairman of the Board


/s/  H. S. Pennypacker                      February 8, 2006
------------------------------
H. S. Pennypacker
President and Director


/s/  Mary Bailey Sellers                    February 8, 2006
------------------------------
Mary Bailey Sellers
Treasurer






                                       29