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

                                   FORM 10-KSB

            [X] Annual Report Pursuant To Section 13 or 15(D) Of The
                         Securities Exchange Act Of 1934

                    For the fiscal year ended August 31, 2008

             [ ] Transition Report under Section 13 or 15(D) Of The
                         Securities Exchange Act Of 1934

                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-11050

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

                                   FORM 10-KSB

            [X] Annual Report Pursuant To Section 13 or 15(D) Of The
                         Securities Exchange Act Of 1934

                    For the fiscal year ended August 31, 2008

             [ ] Transition Report under Section 13 or 15(D) Of The
                         Securities Exchange Act Of 1934

                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-11050

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

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

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

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

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: $446,933

State the aggregate market value of the company's common stock held by
non-affiliates as of December 15, 2008 (based on a closing bid price of $0.03
per share): $72,536

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,123,700 Shares of Common Stock
outstanding as of December 15, 2007.

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]



<PAGE>



                              MAMMATECH CORPORATION
                                   FORM 10-KSB

                                      INDEX



PART I



Item 1.   Description Of Business.                                          3

Item 2.   Description Of Property.                                          6

Item 3.   Legal Proceedings.                                                6

Item 4.   Submission Of Matters To A Vote Of Security Holders.              6

PART II

Item 5.   Market For Common Equity And Related Stockholder Matters.         6

Item 6.   Management's Discussion And Analysis Or Plan Of Operation.        7

Item 7.   Financial Statements.                                             9

Item 8.   Changes In And Disagreements With Accountants On Accounting And
              Financial Disclosure.                                        18

Item 8A   Controls And Procedures                                          18

Item 8B   Other Information                                                18

PART III

Item 9.    Directors, Executive Officers, Promoters And Control Persons;
              Compliance With Section 16(A) Of The Exchange Act            20

Item 10.  Executive Compensation                                           22

Item 11.  Security Ownership Of Certain Beneficial Owners And Management   23

Item 12.  Certain Relationships And Related Transactions                   23

Item 13.  Exhibits                                                         24

Item 14.  Principal Accountant and Services.                               24


Signatures                                                                 26



                                       2


<PAGE>



PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

The Company 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 earlier 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 Company's primary marketing strategy is designed to encourage sales through
physicians, hospitals and diagnostic centers. Under this marketing approach,
health care providers purchase the MammaCare Professional Learning System
directly from the Company. The Company does not generate any revenues from the
use of the Learning System by women, and the Company's sole revenues come from
sales of MammaCare 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.

A patient may purchase the practice kit portion of the MammaCare 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 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 clinical
services. 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 MammaCare 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.

To date, there are over 1,000 physicians, hospitals and diagnostic centers
throughout the United States providing the Learning System to women. No
assurances can be given that the Company's marketing approach will be
successful. For the Company to achieve profitability, MammaCare must be provided
to an ever increasing number of women.

RECENT DEVELOPMENTS

During the year ended August 31, 2008, the Company trained and certified 15
MammaCare Specialists, 29 MammaCare Clinical Breast Examiners and 108 MammaCare
Breast Self Exam (BSE) Instructors. These new certifications were primarily
related to the Company's German affiliate (see below) and the Company's new
relationship with Alexian Brothers Hospital Network, also discussed below.

The Company is continuing to pursue its strategy of establishing additional
training sites both in the United States and abroad. The Company concluded
negotiations with Alexian Brothers Hospital Network in Elk Grove Village, IL,
and a MammaCare Training Center was opened in that location in December 2006.
This facility is responsible for a substantial portion of MammaCare Specialist,
Clinical Breast Examiners, and Breast Self Examination Instructors.

                                       3
<PAGE>


The Company continues to expend resources to complete development of its
patented tactile computer technology known as the Palpation Assessment Device
(PAD). The PAD is the first computer-based system that teaches and evaluates
manual breast examination skills. During the year ended August 31, 2008, the
Company received a Phase I SBIR grant from the National Cancer Institute to
complete development of the PAD and to evaluate its utility in an online
learning environment. Currently, the PAD continues to undergo testing as part of
MammaCare Specialist training.

The Company continues to seek a larger partner in the healthcare industry to
increase the distribution of its products.

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 more than 50% 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
breast self examination 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
Company's management, 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.

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 management(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.

TRAINING MODELS AND TRAINING

The Company's basic training models are 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 Systems. Finally, this facility serves
as a research center permitting the Company to undertake marketing and product
development research.


                                       4
<PAGE>


As part of the Company's commitment to maintain the quality of its service to
both the medical profession and women who need breast self examination, the
Company has developed three training programs at the Gainesville Center. The
first is a comprehensive, three-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 System of performing and teaching manual breast
examination.

The second training program leads to an Breast Self Examination Instructor
certificate. It is a two-day training session for health care professionals
which enable 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 recently introduced during 2007 and leads to
certification of proficiency in the MammaCare Method of Clinical Breast
Examination. The course lasts two days and can be offered by MammaCare
Specialists who have undergone additional training.


MARKETING

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 establishing a presence
throughout Europe. The Company continues to benefit from its association with a
German medical products development and distribution company. Although German
sales slowed this year, the company believes this decline is temporary and
expects that German sales will advance in the forthcoming fiscal year. The sales
and distribution agreement provides a German health care products organization
with 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
79 German MammaCare BSE instructors were trained and certified during the year
ended August 31, 2008, bringing the total number of trained German MammaCare BSE
instructors to 533.

The Company has also 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. In cases where trainees meet
established standards of proficiency, Certificates signed by the Company and the
participating institution are awarded.

The Company is working to launch a patented computer based technology platform
that augments clinical breast examination skill (see PAD above). 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.


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.


                                       5
<PAGE>


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. A small but successful field test of the
PAD technology was conducted during the year at an unaffiliated training
facility by members of their staff. The research demonstrated improved clinical
skills on the part of 12 out of 12 residents who underwent PAD training.

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 resulted
in the introduction of effective products.


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
no further royalties are due.

The Company owns a number of trademarks and copyrights with respect to the name
MAMMACARE and its products and services.


ITEM 2. DESCRIPTION OF PROPERTIES

The Company's executive offices and MammaCare Center are 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 purchased this office facilities from a shareholder in
May 2005.

In April 2006, the Company purchased a facility in Gainesville, Florida in which
to house its manufacturing operations, thus ending a relationship of long
duration with an unaffiliated supplier. The supplier continues to supply
personnel and manufactures the Company's models under contract, using the
Company's facility, materials, and equipment.


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.


PART II

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

The Company's common stock is quoted in the Over-the-Counter Bulletin Board.
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 following information concerning the high and low bid prices of the
Company's common stock on the Over-the-Counter Bulletin Board.


                                       6
<PAGE>


            September 1, 2006 to August 31, 2007       High*       Low*
            --------------------------------------     -----       ----


                  First Quarter                        $.130       $.060
                  Second Quarter                       $.120       $.075
                  Third Quarter                        $.110       $.068
                  Fourth Quarter                       $.080       $.070


             September 1, 2007 to August 31, 2008       High*       Low*
             ------------------------------------       -----       ----

                  First Quarter                        $.080       $.070
                  Second Quarter                       $.080       $.070
                  Third Quarter                        $.070       $.070
                  Fourth Quarter                       $.070       $.010

         *The source of the high and low closing sales price information is
         Yahoo finance.com.

As of August 31, 2008, the Company believes there are approximately 3,800 record
and beneficial holders of the Company's common stock with 5,427,625 shares
issued, of which 303,925 shares are treasury stock.


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

Summary of Statements of Comprehensive Operations

YEAR ENDED                                  Aug.31,       Aug.31,
                                             2007          2008
                                             ----          ----

Revenues from Operations                    408,114       446,933
Net Income (Loss)                           (74,332)      (68,525)
Income (Loss) per Common Share                (0.01)        (0.01)

Summary of Comprehensive Balance Sheet

YEAR ENDED                                  Aug.31,       Aug.31,
                                             2007          2008
                                             ----          ----

Total Assets                                929,270        938,232
Total Liabilities                         1,079,735      1,187,305
Shareholder's Equity (deficit)             (150,465)      (249,073)

During these periods, no cash dividends were declared or paid.


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


                                       7
<PAGE>


Comparison of Fiscal Year Ended August 31, 2007 and 2008

The Company's net sales were $446,933 for the year ended August 31, 2008
compared to $408,114 during the year ended August 31, 2007, an increase of
approximately 9.51% from the prior period. Increased sales were largely
attributed to increased spending by the Company's regular customers, the
additional training and product requirements for Alexian Brothers, growing
internet interest in the Company's products and sales to its German distributor.
Gross profit for the years ended August 31, 2007 and 2008 was $293,934 and
$273,575 respectively, a decrease of approximately 6.9% from the prior period.
The decrease in gross profit was related primarily to_reallocation of training
cost from administrative expense to cost of sales (see below). Gross profit
margin for the years ended August 31, 2007 and 2008 were 72% and 61%,
respectively.

Selling, general and administrative expenses decreased from $428,922 in the year
ended August 31, 2007 to $369,518 in the year ended August 31, 2008. Decreased
selling, general and administrative expenses for the 2008 year were primarily
the result of the reclassification of monies paid to outside service providers
and one employee for training to clients. These increases and cost of sales
were, however, offset by grant funding totaling approximately $55,304 for year
2008, which was recorded as a reduction of selling, general and administrative
expenses. Loss from operations for the years ended August 31, 2007 and 2008 were
($134,988) and ($95,943), respectively, an improvement of approximately 28.9%.

Net loss decreased from ($74,332) for the year ended August 31, 2008 to
($68,525) for the year ended August 31, 2008, a decrease of 7.8%.

Liquidity and Capital Resources

The Company has no immediate liquidity problems. At August 31, 2008, the Company
had cash on hand of $335,427 and marketable securities of $193,198. At August
31, 2008, the Company has accounts payable of $38,706 and accounts payable and
accrued salaries owing to its officers of $1,148,599.

The Company intends to use its capital resources to fund its product development
and to expand distribution. The Company believes these capital resources are
sufficient to allow the Company to attract potential interest from a strategic
partner and to make it an attractive candidate for grant funding from public and
private sources. However, there can be no assurance these capital resources will
be sufficient to allow the Company to implement its marketing strategies or to
become profitable.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.


                                       8

<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, 2008, and the related statements of comprehensive operations,
stockholders' (deficit), and cash flows for the years ended August 31, 2008 and
2007. 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, 2008, and the results of its operations, and its cash flows for the
years ended August 31, 2008 and 2007, in conformity with accounting principles
generally accepted in the United States of America.





Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
December 15, 2008


                                       9


<PAGE>


                              Mammatech Corporation
                                  Balance Sheet
                                 August 31, 2008


                      ASSETS
                      ------

  Current assets:
  Cash                                                              $   335,427
  Accounts receivable - trade                                            88,191
  Inventory                                                              63,332
                                                                    -----------

      Total current assets                                              486,950
                                                                    -----------

Property and equipment, at cost, net of
  accumulated depreciation of $283,824                                  253,432
                                                                    -----------

Available for sale securities                                           193,198
Other assets                                                              4,652
                                                                    -----------

                                                                        197,850
                                                                    -----------
Total Assets
                                                                    $   938,232
                                                                    ===========

       LIABILITIES AND STOCKHOLDERS' (DEFICIT)
       ---------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                             $    38,706
  Accrued salaries - officers                                         1,148,599
                                                                    -----------

      Total current liabilities                                       1,187,305
                                                                    -----------

Stockholders' (deficit):
 Common stock, $.0001 par value,
  200,000,000 shares authorized, 5,427,625
  issued and 5,123,700 outstanding                                          543
 Additional paid-in capital                                           2,896,186
 Accumulated (deficit)                                               (2,962,653)
                                                                    -----------

                                                                        (65,924)
 Treasury stock, at cost, 303,925 shares                               (148,051)
                                                                    -----------

                                                                       (213,975)
Other comprehensive income:
 Unrealized (loss) on marketable securities                             (35,098)
                                                                    -----------

                                                                       (249,073)


Total Liabilities and Stockholders' (Deficit)                       $   938,232
                                                                    ===========


                 See accompanying notes to financial statements.


                                       10

<PAGE>


                              Mammatech Corporation
                     Statements of Comprehensive Operations
                      Years Ended August 31, 2007 and 2008

                                                         2008           2007
                                                         ----           ----

Sales, net                                           $   446,933    $   408,114
Cost of sales                                            173,358        114,180
                                                     -----------    -----------

Gross profit                                             273,575        293,934

Selling, general and administrative expenses             369,518        428,922
                                                     -----------    -----------

(Loss) from operations                                   (95,943)      (134,988)
                                                     -----------    -----------

Other income and (expense):
  Gain (loss) on sale of investment securities              (279)        32,810
  Interest and dividend income                            27,697         27,846
                                                     -----------    -----------

                                                          27,418         60,656
                                                     -----------    -----------

(Loss) before income taxes                               (68,525)       (74,332)
Provision for income taxes                                  --             --
                                                     -----------    -----------

Net (loss)                                           $   (68,525)   $   (74,332)
                                                     ===========    ===========

Basic and fully diluted earnings per share:
 Net (loss)                                          $     (0.01)   $     (0.01)
                                                     ===========    ===========


 Weighted average shares outstanding                   5,427,625      5,427,625
                                                     ===========    ===========


  Net (loss)                                         $   (68,525)   $   (74,332)
   Unrealized loss from investments, net of
    income taxes                                         (30,083)       (25,940)
                                                     -----------    -----------

  Comprehensive (loss)                               $   (98,608)   $  (100,272)
                                                     ===========    ===========


                 See accompanying notes to financial statements.


                                       11

<PAGE>
<TABLE>
<CAPTION>

                                                      Mammatech Corporation
                                              Statement of Stockholders' (Deficit)
                                              Years Ended August 31, 2007 and 2008

                                                                                      Unrealized gain
                                                             Additional                 (loss) on
                                   Common                      Paid-in      Treasury      Marketable     Accumulated
                                   Shares        Amount        Capital        Stock       Securities      (Deficit)        Total
                                 -----------   -----------   -----------   -----------    -----------    -----------    -----------

<S>                                <C>         <C>           <C>           <C>            <C>            <C>            <C>
Balance, August 31, 2006           5,427,625   $       543   $ 2,896,186   $  (148,051)   $    20,925    $(2,819,796)   $   (50,193)

Increase in market value of
  securities                            --            --            --            --          (25,940)          --          (25,940)

Net (loss) for the year                 --            --            --            --             --          (74,332)       (74,332)
                                 -----------   -----------   -----------   -----------    -----------    -----------    -----------


Balance August 31, 2007            5,427,625           543     2,896,186      (148,051)        (5,015)    (2,894,128)      (150,465)

Decrease in market value of
  securities                            --            --            --            --          (30,083)          --          (30,083)

Net (loss) for the year                 --            --            --            --             --          (68,525)       (68,525)
                                 -----------   -----------   -----------   -----------    -----------    -----------    -----------


Balance August 31, 2008            5,427,625   $       543   $ 2,896,186   $  (148,051)   $   (35,098)   $(2,962,653)   $  (249,073)
                                 ===========   ===========   ===========   ===========    ===========    ===========    ===========


                                                 See accompanying notes to financial statements.


                                                                      12
<PAGE>


                                                 Mammatech Corporation
                                                Statements of Cash Flows
                                          Years Ended August 31, 2008 and 2007


                                                                                     2008                2007
                                                                                     ----                ----


Net (loss)                                                                        $ (68,525)          $ (74,332)
  Adjustments to reconcile net (loss) to net
  cash provided by (used in) operating activities:
  Depreciation and amortization                                                      20,000              20,000
  Realized (gain)loss on marketable securities                                          279             (32,810)
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable, trade                                 (64,694)             37,784
  (Increase) decrease in inventory                                                   22,345               1,707
  (Increase) decrease in other assets                                                  (580)               (950)
  Increase (decrease) in accounts payable and accrued salaries - officers           105,620             105,620
  Increase (decrease) in accounts payable and accrued expenses                        1,950             (15,785)
                                                                                  ---------           ---------

  Net cash provided by (used in) operating activities                                16,395              41,234
                                                                                  ---------           ---------


Cash flows from investing activities:
  Purchase of available for sale securities                                         (15,820)           (151,138)
  Proceeds from the sale of available for sale securities                            10,190             417,122
  Acquisition of property and equipment                                              (3,227)              2,164
                                                                                  ---------           ---------

Net cash provided by investing activities                                            (8,857)            268,148
                                                                                  ---------           ---------


Cash flows from financing activities:
  Payment of notes payable                                                             --                (5,200)
                                                                                  ---------           ---------

Net cash (used in) financing activities                                                --                (5,200)
                                                                                  ---------           ---------

Increase in cash                                                                      7,538             304,182
Cash and cash equivalents,
 beginning of year                                                                  327,889              23,707
                                                                                  ---------           ---------

Cash and cash equivalents,
 end of year                                                                      $ 335,427           $ 327,889
                                                                                  =========           =========

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

  Cash paid for income taxes                                                      $    --             $    --
                                                                                  =========           =========


                                     See accompanying notes to financial statements.

                                                            13


<PAGE>


                    Mammatech Corporation
                Notes to Financial Statements
                       August 31, 2008


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.

                                       14

<PAGE>


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.

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. Cash at a single financial institution totaled
$331,458 at August 31, 2008.

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, available for sale securities, accounts receivable - trade, and
accounts payable, and accrued expenses. 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, available for sale securities and
accounts receivable - trade.


                                       15
<PAGE>


Stock-based Compensation

The Company accounts for stock based compensation in accordance with SFAS
123(R), which 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.

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.

Advertising

Advertising expenses are charged to expense upon first showing. Amounts charged
to expense were $8,202 and $4,701 for the years ended August 31, 2008 and 2007.

Research and Development

Research and development is charged to operations as incurred.

                                       16

<PAGE>


Recent Accounting Pronouncements

In December 2007 the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS 141R"). This statement replaces SFAS 141, "Business
Combinations". The statement provides guidance for how the acquirer recognizes
and measures the identifiable assets acquired, liabilities assumed and any
non-controlling interest in the acquiree. SFAS 141R provides for how the
acquirer recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase. The statement determines which
information to disclose to enable users to be able to evaluate the nature and
financial effects of the business combination. The provisions of SFAS 141R will
be effective for our fiscal year beginning September 1, 2008 and do not allow
early adoption. Management is currently evaluating the impact of adopting this
statement.

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements" (SFAS 160), which will be effective for our
fiscal year beginning September 1, 2008. This standard establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the non-controlling interest, changes in a parent's ownership
interest and the valuation of retained non-controlling equity investments when a
subsidiary is deconsolidated. The Statement also establishes reporting
requirements that provide sufficient disclosures that clearly identify and
distinguish between the interests of the parent and the interests of the
non-controlling owners. Management is currently evaluating the impact of
adopting this statement.

In February 2008, FASB Staff Position (FSP) FSP No. 157-2, "Effective Date of
FASB Statement No. 157" (FSP No. 157-2) was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all non-financial
assets and liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually).
Examples of items within the scope of FSP No. 157-2 are non-financial assets and
non-financial liabilities initially measured at fair value in a business
combination (but not measured at fair value in subsequent periods), and
long-lived assets, such as property, plant and equipment and intangible assets
measured at fair value for an impairment assessment under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The Company is
currently assessing the impact, if any, of adopting this standard.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an Amendment of FASB Statement No. 133"
(SFAS 161), which becomes effective on November 15, 2008. This standard changes
the disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS 133 and its related interpretations,
and (c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. Management is
currently evaluating the impact of adopting this statement.

                                       17

<PAGE>


In April 2008, the FASB FSP 142-3, "Determination of the Useful Life of
Intangible Assets." This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other
Intangible Assets." The intent of this FSP is to improve the consistency between
the useful life of a recognized intangible asset under Statement 142 and the
period of expected cash flows used to measure the fair value of the asset under
FASB Statement No. 141 (Revised 2007), "Business Combinations," and other U.S.
generally accepted accounting principles (GAAP). This FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company does not expect the adoption of FAS 142-3 to have a material effect on
its results of operations and financial condition.

In May 2008, the FASB FSP No. APB 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain
convertible debt instruments that may be settled in cash (or other assets) on
conversion to separately account for the liability (debt) and equity (conversion
option) components of the instrument in a manner that reflects the issuer's
non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years
beginning after December 15, 2008 on a retroactive basis. The Company does not
expect the adoption of FSP APB 14-1 to have a material effect on its results of
operations and financial condition.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162), which becomes effective upon approval by the
SEC". This standard sets forth the sources of accounting principles and provides
entities with a framework for selecting the principles used in the preparation
of financial statements that are presented in conformity with GAAP. It is not
expected to change any of our current accounting principles or practices and
therefore, is not expected to have a material impact on our financial
statements.

There were various other accounting standards and interpretations issued during
2008 and 2007, none of which are expected to a have a material impact on the
Company's financial position, operations or cash flows.


Note 2. Related Party Transactions

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, 2008.

Through August 31, 2008, the Company accrued an aggregate of $1,141,969 in
unpaid salaries due to two officers.

                                       18

<PAGE>


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 $228,296 and fair market value of $193,198 at August 31, 2008, and are
classified as available for sale as it is the Company's intent to hold them for
an indefinite period of time. The proceeds from the sale of marketable
securities were $10,190 and $417,122 during the years ended August 31, 2008 and
2007.

The gross realized gains (losses) on sales of available-for-sale securities were
$(278) and $32,810 during the years ended August 31, 2008 and 2007. The
adjustment to unrealized holding gains on available-for-sale securities included
in accumulated other comprehensive income as a component of stockholders' equity
decreased by $30,083 and $25,940 during the years ended August 31, 2008 and
2007, and totaled $(35,098) at August 31, 2008.


Note 4. Property and Equipment

Property and equipment consists of the following, at cost, at August 31, 2007
and 2008:

                                                         2007             2008
                                                         ----             ----

Land and building                                      $293,520         $293,520
Furniture and equipment                                 244,121          247,348
Leasehold improvements                                   16,388           16,388
                                                       --------         --------
                                                        554,029          557,256

Less: accumulated depreciation                          283,824          303,824
                                                       --------         --------
                                                       $270,205         $253,432
                                                       ========         ========

Depreciation charged to operations was $20,000 during the years ended August 31,
2008 and 2007.


                                       19
<PAGE>


Note 5. 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.


Note 6. Concentration of Credit Risk/Major Customers

At August 31, 2008, three customers represented 58% of the accounts receivable
balance. One of these customers represented 13% of sales revenue for the year
ended August 31, 2008.

During the years ended August 31, 2008 and 2007, the Company had sales to a
single customer that accounted for approximately 10% and 19% of its total sales.
This customer was based in a foreign country.

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
$71,904 and $97,963 during the years ended August 31, 2008 and 2007.


Note 7. 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. The
principal differences between the net losses for income tax purposes and book
purposes results from accrued officer salaries and common shares issued for
services.

At August 31, 2008, the Company had net operating loss carryforwards aggregating
approximately $346,000, which expire from 2022 through 2027.

At August 31, 2008, the deferred tax asset related to the net operating loss
carryforwards of approximately $118,000 has been fully reserved. The change in
the valuation allowance was approximately $18,000 during the year ended August
31, 2008.

                                       20

<PAGE>

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,
                                                     2008     2007

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

Note 8. Grants

The Company was awarded a Phase I SBIR Grant from the National Cancer Institute
in 2006. The specific objective of the Phase I grant is to evaluate the
capability of a novel prototype online learning system to teach quality-standard
Clinical Breast Examination (CBE) to medical professionals. The Company refers
to this as the Palpation Assessment Device (PAD), a computer-based system that
teaches and evaluates manual breast examination skills. The original amount of
the research grant was approximately $158,400. During the year ended August 31,
2007, the Company received $93,000 in funding under the grant. The grant funds
are used for equipment, consultants and staff to develop the PAD technology. The
Company accounts for funds received under this grant for cost reimbursement as a
reduction in general and administrative expenses. The grant funds were depleted
as of March 2008. There are no other grants pending.


                                       21
<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, 2008,
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, 2008, 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

                                       22

<PAGE>


PART III

ITEM 9. DIRECTORS, EXUCUTIVE OFFICERS, PROMOTERS AND OCNTROL PEROSNS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT


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

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

Mark Kane Goldstein, Ph.D.   70     Chairman of the Board, Vice President,
                                    Secretary, Director

Henry S. Pennypacker, Ph.D.  71     President, Chief Executive Officer, Director

Mary Bailey Sellers          60     Treasurer, Chief Financial Officer, Director


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,  Secretary
and Director 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 S. Pennypacker, Ph.D.
---------------------------

Henry S.  Pennypacker,  Jr.,  Ph.D., is President,  Chief Executive  Officer and
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 Chief Financial Officer by the Company
since September 1985. She was appointed Treasurer and elected Director 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.

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


                                       23

<PAGE>


Audit Committee and Audit Committee Financial Expert
----------------------------------------------------

The Company is not a "listed company" under SEC rules and is therefore not
required to have an audit committee comprised of independent directors. The
Company does not currently have an audit committee, however, for certain
purposes of the rules and regulations of the SEC and in accordance with the
Sarbanes-Oxley Act of 2002, the Company's board of directors is deemed to be its
audit committee and as such functions as an audit committee and performs some of
the same functions as an audit committee including: (1) selection and oversight
of the Company's independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (3) engaging outside advisors. The Company's
board of directors has determined that its members do not include a person who
is an "audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The board of directors has determined that each of its
members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that each of its
members have the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee would have.

Code of Ethics
--------------

A code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

          - Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;

          - Full, fair, accurate, timely and understandable disclosure in
reports and documents that are filed with, or submitted to, the SEC and in other
public communications made by an issuer;

          -  Compliance with applicable governmental laws, rules and regulations;

          -  The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and

          -  Accountability for adherence to the code.

The Company has not formally has adopted a written Code of Business Conduct and
Ethics ("Code") that applies to its officers, directors and employees.

Conflicts of Interest
---------------------

Certain conflicts of interest exist and may continue to exist between the
Company and its officers and directors due to the fact that each has other
business interests to which they devote a portion of their attention. Each
officer and director may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company. Certain
conflicts of interest may exist between the Company and its management, and
conflicts may develop in the future. The Company has not established policies or
procedures for the resolution of current or potential conflicts of interest
between the Company, its officers and directors or affiliated entities. There
can be no assurance that management will resolve all conflicts of interest in
favor of the Company, and conflicts of interest may arise that can be resolved
only through the exercise by management their best judgment as may be consistent
with their fiduciary duties. Management will try to resolve conflicts to the
best advantage of all concerned. See below for a discussion of Certain
Relationships and Related Party Transactions.

Board Meetings; Nominating and Compensation Committees
------------------------------------------------------

The Board of Directors held no special meetings of directors during the fiscal
year ended August 31, 2008. In addition, the board of directors took no actions
by written consent of all of the directors. Such actions by the written consent
of all directors are, according to Florida corporate law and the Company's
by-laws, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.


                                       24
<PAGE>


The Company does not have standing nominating or compensation committees, or
committees performing similar functions. The Company's board of directors
believes that it is not necessary to have a compensation committee at this time
because the functions of such committee are adequately performed by the board of
directors. The board of directors also is of the view that it is appropriate for
the Company not to have a standing nominating committee because the board of
directors has performed and will perform adequately the functions of a
nominating committee. The Company is not a "listed company" under SEC rules and
is therefore not required to have a compensation committee or a nominating
committee.


Shareholder Communications
--------------------------

There has not been any defined policy or procedure requirements for stockholders
to submit recommendations or nomination for directors. The board of directors
does not believe that a defined policy with regard to the consideration of
candidates recommended by stockholders is necessary at this time because it
believes that, given the early stages of The Company's development, a specific
nominating policy would be premature and of little assistance until The
Company's business operations are at a more advanced level. There are no
specific, minimum qualifications that the board of directors believes must be
met by a candidate recommended by the board of directors. Currently, the entire
board of directors decides on nominees, on the recommendation of any member of
the board of directors followed by the board's review of the candidates' resumes
and interview of candidates. Based on the information gathered, the board of
directors then makes a decision on whether to recommend the candidates as
nominees for director. The Company does not pay any fee to any third party or
parties to identify or evaluate or assist in identifying or evaluating potential
nominee.

The Company does not have any restrictions on shareholder nominations under its
certificate of incorporation or by-laws. The only restrictions are those
applicable generally under Florida law and the federal proxy rules. The board of
directors will consider suggestions from individual shareholders, subject to
evaluation of the person's merits. Stockholders may communicate nominee
suggestions directly to the board of directors, accompanied by biographical
details and a statement of support for the nominees. The suggested nominee must
also provide a statement of consent to being considered for nomination. There
are no formal criteria for nominees.

Because the management and directors of the Company are the same persons, the
Board of Directors has determined not to adopt a formal methodology for
communications from shareholders on the belief that any communication would be
brought to the board of directors' attention by virtue of the co-extensive
capacities served by current executive officers.

Indemnification
---------------

Neither the Company's Articles of Incorporation nor Bylaws prevent the Company
from indemnifying its officers, directors and agents to the extent permitted
under the Florida law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to the Company's officers or directors
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the SEC, this indemnification is against public policy as expressed
in the Securities Act, and is therefore unenforceable.

Section 16(a) Reporting Compliance
----------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of the
Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial
Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5
(Annual Statement of Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of the Company's common stock
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Except as otherwise set forth herein, based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the fiscal year ended August 31, 2008 beneficial owners complied with the
Section 16(a) filing requirements applicable to them in that each officer,
director and beneficial owner of 10% or more of the Company's securities filed a
Form 3 with the SEC and has had no change of ownership since such filing.


                                       25
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis
------------------------------------

The Company has no formal compensation program for its executive officers,
directors or employees. The Company believes the base salaries established for
each of its executive officers are competitive with the levels of compensation
for similar executive officers with the skills and experience of the Company's
officers. The base salary is designed to support the Company's business
objectives to retain, reward, motivate and attract employees who possess the
required technical and entrepreneurial skills and talent. However, the Company
also recognizes that its limited financial resources require it to allocate
these limited resources between compensation payments to its executive officers
and continued funding of its sales, marketing and research and development.
Accordingly, two of the Company's executive officers have agreed to defer the
current payment of all or a portion of their salaries so the Company can
continue to fund its business operations, as discussed more fully below.

The Company is not a "listed company" under SEC rules and is therefore not
required to have a compensation committee. Accordingly, the Company has no
compensation committee.

During the last two fiscal years, except as set forth in this paragraph, the
Company has not provided any annual or long-term equity or non-equity based
incentive programs, health benefits, life insurance, tax-qualified savings
plans, special employee benefits or perquisites, supplemental life insurance
benefits, pension or other retirement benefits or any type of nonqualified
deferred compensation programs for its executive officers or employees. The
Company did pay a bonus to one of its executive officers during 2007 and 2008,
and the Company provides health insurance coverage through a third party carrier
on Ms. Sellers and her spouse for which the Company pay 50% of the monthly
premium of approximately $600. In 2006, the Company also provided one of its
executive officers with a stock bonus under which the shares of common stock
issued were valued by the Board at the time of issuance and were fully vested
and non-forfeitable.

The Company has no stock option or equity plan.


Summary Compensation Table
--------------------------


The following table summarizes the total compensation paid to or earned by each
of the Company's named executive officers who served as executive officers
during all or a portion of the years ended August 31, 2007 and 2008.

------------------------------------------------------------------------------------------------------------------------------------
           (a)              (b)       (c)        (d)      (e)       (f)         (g)          (h)            (i)           (j)
------------------------------------------------------------------------------------------------------------------------------------
                                                                             Non-equity   Non-qualified
                                                                              Incentive    Deferred
                                                         Stock     Option        Plan    Compensation    All Other        Total
   Name and Principal       Year      Salary     Bonus   Awards    Awards    Compensation   Earnings   Compensation    Compensation
        Position                       ($)        ($)      ($)       ($)         ($)          ($)          ($)              ($)
------------------------------------------------------------------------------------------------------------------------------------

Mark K.                     2008     $65,000      $0       $0        $0          $0           $0           $0                $65,000
Goldstein(Chairman, Vice    2007     $65,000      $0       $0        $0          $0           $0           $0                $65,000
Pres. and Secretary) (1)

------------------------------------------------------------------------------------------------------------------------------------
Henry S. Pennypacker        2008     $65,000      $0       $0        $0          $0           $0           $0                $65,000
(CEO and Pres.)(2)          2007     $65,000      $0       $0        $0          $0           $0           $0                $65,000

------------------------------------------------------------------------------------------------------------------------------------
Mary S. Sellers (CFO and    2008     $40,000    $2,000     $0        $0          $0           $0          $3,600            $45,600
Treas.) (3)                 2007     $40,000    $5,000     $0        $0          $0           $0          $3,600            $48,600

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


                                       26
<PAGE>


     (1)  Mark K. Goldstein had earned unpaid salary for 2007 of $48,736, which
          is included in the annual salary figure of $65,000 set forth in the
          above chart. Mark K. Goldstein had earned unpaid salary for 2008 of
          $48,736, which is included in the annual salary figure of $65,000 set
          forth in the above.

     (2)  Henry S. Pennypacker had earned unpaid salary for 2007 of $56,876,
          which is included in the annual salary figure of $65,000 set forth in
          the above chart. Henry S. Pennypacker had earned unpaid salary for
          2008 of $56,876, which is included in the annual salary figure of
          $65,000 set forth in the above.

     (3)  Ms. Sellers' other compensation is the value of the health insurance
          program partially paid by the Company (see above CD&A).

Except as set forth above, the Company paid no perquisites or other personal
benefits for its executive officers during 2007 and 2008, other than expense
reimbursements.

Employment Agreements
---------------------

The Company has no employment agreements with its executive officers, and there
are no severance or change of control payments provided under any agreement.

Compensation of Directors
-------------------------

During 2007 and 2008, the executive officers did not receive separate
compensation for their services as a directors. 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 December 12, 2008, 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.                1,225,800            23.9%
930 N.W. 8th Avenue
Gainesville, Florida 32601

Henry S. Pennypacker, Ph.D.               1,365,000            26.6%
930 N.W. 8th Avenue (1)
Gainesville, Florida 32601

Mary Bailey Sellers                         115,000             2.2%
930 N.W. 8th Avenue
Gainesville, Florida 32601

All Officers and Directors                2,705,800            52.7%
as a group (1)

(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.


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.


                                       27
<PAGE>


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

     (a) Exhibits

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



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      Henry S. Pennypacker Assignment*

10.3      Mark Kane Goldstein Assignment*

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**

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

**Filed with this annual report


(b) Reports of Form 8-K

No Current Reports on Form 8-K were filed by the Company during the fourth
quarter of 2006.


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-QSBs will total approximately
$21,358 for the year ended August 31, 2008.

(b) Audit-Related Fees

During fiscal 2007 and 2008 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 the year ended August 31, 2008, we will pay
approximately $2,000.


                                       28
<PAGE>


(d) All Other Fees

During fiscal 2007 and 2008 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.















                                       29



<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/ Henry S. Pennypacker
    ------------------------
Henry S. Pennypacker, President,
Chief Executive Officer, Director

Date: December 12, 2008

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        Chairman of the Board,        December 12, 2008
-----------------------        Vice President, Secretary,
Mark Kane Goldstein            Director



/s/ Henry S. Pennypacker       President, Chief Executive    December 12, 2008
------------------------       Officer, Director
Henry S. Pennypacker


/s/ Mary Bailey Sellers        Treasurer, Chief Financial    December 12, 2008
-----------------------        Officer, Director
Mary Bailey Sellers


</TABLE>




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