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

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

                                   FORM 10-KSB

                                   (Mark One)

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

                    For the fiscal year ended August 31, 2006

             [ ] 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 Identification No.)
    incorporation or organization)

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

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

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: $343,456

State the aggregate market value of the company's common stock held by
nonaffiliates as of December 14, 2006: $269,599

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 as
of December 14, 2006

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.                                            9

Item 3.   Legal Proceedings.                                                  9

Item 4.   Submission Of Matters To A Vote Of Security Holders.                9


PART II


Item 5.   Market For Common Equity And Related Stockholder Matters.           10

Item 6.   Management's Discussion And Analysis Or Plan Of Operation.          11

Item 7.   Financial Statements.                                               13

Item 8.   Changes In And Disagreements With Accountants On Accounting And
              Financial Disclosure.                                           27

Item 8A   Controls And Procedures                                             27

Item 8B   Other Information                                                   27


PART III


Item 9.    Directors, Executive Officers, Promoters And Control Persons;
              Compliance With Section 16(A) Of The Exchange Act               28

Item 10.  Executive Compensation                                              29

Item 11.  Security Ownership Of Certain Beneficial Owners And Management      29

Item 12.  Certain Relationships And Related Transactions                      30

Item 13.  Exhibits                                                            30

Item 14.  Principal Accountant and Services.                                  31

Signatures                                                                    32


                                        2
<PAGE>

PART I
------

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

     During the last several fiscal years, the Company has intensified its
efforts to offer MammaCare overseas.(See Management Discussion below). The
Company has developed an extensive customer base in Canada and anticipates
increased activity in that country as the trade barriers continue to be

                                       4
<PAGE>

dismantled as a result of NAFTA. The Company has trained a number of MammaCare
Specialists who live and work in Canada and maintains close professional ties to
these individuals. The Company has also an established relationship with a
distributor in Germany who has translated the materials into German and is
slowly establishing a substantial presence throughout Europe.

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

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

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

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

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

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

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

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

     Early in 1989, the Company introduced a companion product called the
MammaCare Personal Learning System. It contains a single breast model, a 45-min.
video tape which teaches the same skills as the videotape in the Professional
System but with reference to the single model, and assorted printed matter. This
System is being marketed directly to women and was described in the August 1989
issue of Redbook and the July-August 1991 issue of the East West Journal. The
Company is presently evaluating consumer response to this product and expects to
develop additional marketing strategies for it in the coming year. The MammaCare
Personal Learning System is sold for $79.50, making it affordable and convenient
for working women and others who are unable to schedule and keep appointments
with health care providers. It is also discounted to readers of Family Circle
and other publications in the lay press that feature MammaCare periodically in
the editorial content of their health sections.

                                       5
<PAGE>

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

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

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

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

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

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

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

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

RESEARCH
--------

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

     Other institutions and organizations who have conducted or are conducting
research involving MammaCare include Johns Hopkins University, the Fred
Hutchinson Cancer Center, the University of California at San Diego, the
University of Oregon, the University of Arkansas, the University of Vermont, the

                                       6
<PAGE>

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.

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

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

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

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

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

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


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

PATENTS
-------

     The Company is the assignee of the following patents and patent
applications directed to the Model and/or the System as indicated:

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


                                       7
<PAGE>

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

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

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

TRADEMARKS
----------

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

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


COPYRIGHTS
----------

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


                                       8
</TABLE>
<PAGE>

ITEM 2. 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.

     At the close of the fiscal year, the Company owned a completely equipped
modular factory unit that was housed within a building owned by RTS
Laboratories, Inc. (a non-affiliated organization located in Alachua, Florida).
That facility has been replaced by a company-owned building located in
Gainesville, Florida. RTS Laboratories 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.







                                        9
<PAGE>

PART II
-------

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

     A. Market Information. The Company's common stock is 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 National Quotation Bureau price of
the Company's common stock has been received from NASDAQ and the National
Quotation Bureau.

            September 1, 2004 to August 31, 2005       High*       Low*
            ------------------------------------       -----       ----

                  First Quarter                        $.120       $.120
                  Second Quarter                       $.220       $.220
                  Third Quarter                        $.145       $.145
                  Fourth Quarter                       $.300       $.300


            September 1, 2005 to August 31, 2006       High*       Low*
            ------------------------------------       -----       ----

                  First Quarter                        $.255       $.235
                  Second Quarter                       $.200       $.200
                  Third Quarter                        $.185       $.185
                  Fourth Quarter                       $.130       $.130

               *The source of the high and low closing sales price information
               is Bigcharts.com and can be found at www.marketwatch.com.


     B. Holders of Common Stock. As of August 31, 2006, there were approximately
3,800 record holders of the Company's common stock with 5,427,625 shares issued,
of which 303,925 shares are treasury stock.

                                       10
<PAGE>

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

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

YEAR ENDED                                  Aug.31,       Aug.31,
                                             2006          2005
                                           --------      --------
Revenues from Operations                    343,456       292,863
Net Income (Loss)                          (185,250)     (139,295)
Income (Loss) per Common Share                (0.04)        (0.03)

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

YEAR ENDED                                  Aug.31,       Aug.31,
                                             2006          2005
                                            -------       -------
Total Assets                                944,907       941,250
Total Liabilities                           995,100       863,809
Shareholder's Equity (deficit)              (50,193)       77,701

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

OVERVIEW

Sales for 2006 increased by 17% over the previous year although German sales
decreased by 24%. A small market has emerged in Japan. Canadian sales, though
small, continued at a steady level. The Company's operating expense increased by
7.7% compared to 2005. The operating loss of $206,088 is disappointing and is
7.2% larger than in 2005. The Company's net loss for the year is also greater
than last year by 33%.

Since September 11, 2001 domestic sales to US government and federally supported
state agencies have steadily declined and formerly growing sales to US military
installations have all but disappeared. To build sales in non-government sectors
the company recently developed an expanded internet presence on Google's
advertising network, Yahoo and MSN. Internet searches for "clinical breast exam"
or "breast examination" continue to generate leading placement positions for

                                       11
<PAGE>

MammaCare on these and other search engines. MammaCare breast models, clinical
breast examination training and other products also enjoy improved placement in
major search engines. As a result, the company's web site www.mammacare.com is
attracting a growing audience. The Company also continued to market via direct
mail and catalogue distribution and is expanding that effort to a wider civilian
audience.

The company's business model is changing as it licenses universities and medical
institutions to deliver MammaCare training and certification. The company
recently began offering its intensive one-day CBE training program to health
providers in New Mexico through the New Mexico Breast and Cervical Cancer Early
Detection Program (BCCDP) (see www.mammacare.com ). This program leads to
certification in the MammaCare Method of Clinical Breast Examination. It is
taught by two New Mexico based MammaCare Specialists who received extensive
training at Mammatech's National Training Center in Gainesville. At this
writing, 29 individuals have completed the New Mexico program in the San Juan
Regional Medical Center in Farmington, NM. and their evaluations have been
excellent. The western MammaCare center at Oregon Health Sciences University
(OHSU) has relocated in Salem Oregon. The Company has entered an agreement with
the Alexian Brothers Medical Center in Elk Grove, IL which will result in a new
MammaCare Center in a major Midwestern market.

The emphasis on clinical breast examination evident in the medical literature
continued to grow during the current fiscal year. As a result, the demand for
professional training in MammaCare is increasing. During the year, the Company
trained 36 new MammaCare Specialists of whom 14 were trained in the center at
Oregon Health Sciences University.

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 57 German MammaCare BSE
instructors were trained and certified during the current year.

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

During the year, the Company purchased a facility in which to house its
manufacturing operations, thus ending a relationship of long duration with an
unaffiliated supplier. At the time of this writing, the new facility is
functioning normally.

Liquidity
---------

At the close of the 2006 fiscal year, the Company's assets totaled $944,907
compared to $941,520 at the close of 2005. The Company has sufficient liquid
assets to meet current and foreseeable obligations. The Company expects a
substantially increased R&D budget supporting development of an advanced
computer assisted training system to make demands on its capital in the coming
year.

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

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

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






                                       12
<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, 2006, and the related statements of comprehensive operations,
stockholders' (deficit), and cash flows for the years ended August 31, 2005 and
2006. 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, 2006, and the results of its operations, and its cash flows for the
years ended August 31, 2005 and 2006, in conformity with accounting principles
generally accepted in the United States of America.




/s/ Stark Winter Schenkein & Co., LLP
-------------------------------------
Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
December 6, 2006



                                       13
<PAGE>

                              Mammatech Corporation
                                  Balance Sheet
                                 August 31, 2006


                      ASSETS
                      ------
Current assets:
  Cash                                                              $    23,707
  Accounts receivable - trade                                            61,281
  Inventory                                                              87,384
                                                                    -----------
      Total current assets                                              172,372
                                                                    -----------

Property and equipment, at cost, net of
  accumulated depreciation of $248,824                                  292,369
                                                                    -----------

Available for sale securities                                           477,044
Other assets                                                              3,122
                                                                    -----------
                                                                        480,166
                                                                    -----------

                                                                    $   944,907
                                                                    ===========
       LIABILITIES AND STOCKHOLDERS' (DEFICIT)
       ---------------------------------------

Current liabilities:
  Note payable                                                      $     5,200
  Accounts payable and accrued expenses                                  52,541
  Accounts payable - officers                                             6,630
  Accrued salaries - officers                                           930,729
                                                                    -----------
      Total current liabilities                                         995,100
                                                                    -----------

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)                                               (2,819,796)
                                                                    -----------
                                                                         76,933
 Treasury stock, at cost, 303,925 shares                               (148,051)
                                                                    -----------
                                                                        (71,118)
Other comprehensive income:
 Valuation allowance for marketable securities                           20,925
                                                                    -----------
                                                                        (50,193)
                                                                    -----------

                                                                    $   944,907
                                                                    ===========


                 See accompanying notes to financial statements.

                                       14
<PAGE>
                              Mammatech Corporation
                     Statements of Comprehensive Operations
                      Years Ended August 31, 2005 and 2006

                                                         2005           2006
                                                     -----------    -----------

Sales, net                                           $   292,863    $   343,456
Cost of sales                                             77,774        110,975
                                                     -----------    -----------
Gross profit                                             215,089        232,481

Selling, general and administrative expenses             407,407        438,569
                                                     -----------    -----------
(Loss) from operations                                  (192,318)      (206,088)
                                                     -----------    -----------

Other income and (expense):
  Gain (loss) on sale of investment securities            21,623        (11,011)
  Interest and dividend income                            31,400         31,849
                                                     -----------    -----------
                                                          53,023         20,838
                                                     -----------    -----------

(Loss) before income taxes                              (139,295)      (185,250)
Provision for income taxes                                  --             --
                                                     -----------    -----------

Net (loss)                                           $  (139,295)   $  (185,250)
                                                     ===========    ===========

Basic and fully diluted earnings per share:
 Net (loss)                                          $     (0.03)   $     (0.04)
                                                     ===========    ===========

 Weighted average shares outstanding                   5,223,458      5,244,292
                                                     ===========    ===========


  Net (loss)                                         $  (139,295)   $  (185,250)
   Unrealized gain from investments, net of
    income taxes                                          13,537         23,356
                                                     -----------    -----------
  Comprehensive (loss)                               $  (125,758)   $  (161,894)
                                                     ===========    ===========


                 See accompanying notes to financial statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                      Mammatech Corporation
                                              Statement of Stockholders' (Deficit)
                                              Years Ended August 31, 2005 and 2006

                                                                                          Valuation
                                                             Additional                   Allowance
                                  Common                      Paid-in      Treasury    for Marketable   Accumulated
                                  Shares        Amount        Capital        Stock       Securities      (Deficit)        Total
                                -----------   -----------   -----------   -----------    -----------    -----------    -----------

<S>                             <C>           <C>           <C>           <C>            <C>            <C>            <C>
Balance, August 31, 2004          5,202,625   $       520   $ 2,856,709   $  (148,051)   $   (15,968)   $(2,495,251)   $   197,959

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

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

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

Balance August 31, 2005           5,227,625           523     2,862,206      (148,051)        (2,431)    (2,634,546)        77,701

Increase in market value of
  securities                           --            --            --            --           23,356           --           23,356

Issuance of common shares for
  services                          200,000            20        33,980          --             --             --           34,000

Net (loss) for the year                --            --            --            --             --         (185,250)      (185,250)
                                -----------   -----------   -----------   -----------    -----------    -----------    -----------

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


                                         See accompanying notes to financial statements.

                                                              16
<PAGE>

                                      Mammatech Corporation
                                    Statements of Cash Flows
                              Years Ended August 31, 2005 and 2006

                                                                               2005         2006
                                                                            ---------    ---------

Net (loss)                                                                  $(139,295)   $(185,250)
  Adjustments to reconcile net (loss) to net
  cash provided by (used in) operating activities:
  Depreciation and amortization                                                 5,300       15,000
  Common stock issued for services                                              5,500       34,000
  Realized (gain) on marketable securities                                    (21,623)     (11,011)
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable, trade                             8,064      (43,600)
  (Increase) decrease in inventory                                            (22,747)      14,903
  Decrease in other assets                                                      1,000         --
  Increase (decrease) in accounts payable and accrued salaries - officers      95,251      105,609
  Increase (decrease) in accounts payable and accrued expenses                (13,717)      25,672
                                                                            ---------    ---------
  Net cash (used in) operating activities                                     (82,267)     (44,677)
                                                                            ---------    ---------


Cash flows from investing activities:
  Purchase of available for sale securities                                  (344,857)     (27,999)
  Proceeds from the sale of available for sale securities                     504,387      146,708
  Acquisition of property and equipment                                      (165,349)    (130,083)
                                                                            ---------    ---------
Net cash (used in) investing activities                                        (5,819)     (11,374)
                                                                            ---------    ---------

Cash flows from financing activities:
  Net cash (used in) financing activities                                        --           --
                                                                            ---------    ---------

(Decrease) in cash                                                            (88,086)     (56,051)
Cash and cash equivalents,
 beginning of year                                                            167,844       79,758
                                                                            ---------    ---------
Cash and cash equivalents,
 end of year                                                                $  79,758    $  23,707
                                                                            =========    =========

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




                         See accompanying notes to financial statements.

                                              17
</TABLE>
<PAGE>

                              Mammatech Corporation
                          Notes to Financial Statements
                                 August 31, 2006


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.

In March 2006 the Company purchased a manufacturing facility for $119,000.00.

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.

                                       18
<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.

Estimates

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

Fair Value of Financial Instruments

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

                                       19
<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 $5,087 and $3,351 for the years ended August 31, 2005 and 2006.

Research and Development

Research and development is charged to operations as incurred.

                                       20
<PAGE>

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151 "Inventory Costs". This Statement amends the guidance in ARB No. 43, Chapter
4, "Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed production overhead
to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending August 31, 2007. The Company is currently
evaluating the impact this new Standard will have on its operations, but
believes that it will not have a material impact on the Company's financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non monetary Assets -
an amendment of APB Opinion No. 29". This Statement amended APB Opinion 29 to
eliminate the exception for non monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non monetary assets
that do not have commercial substance. A non monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The adoption of this Standard is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.

In August 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005.

SFAS 155 - "Accounting for Certain Hybrid Financial Instruments--an amendment of
FASB Statements No. 133 and 140"

This Statement, issued in February 2006, amends FASB Statements No. 133,
"Accounting for Derivative Instruments and Hedging Activities", and No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This Statement resolves issues addressed in Statement 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets."

This Statement:

     a.   Permits fair value remeasurement for any hybrid financial instrument
          that contains an embedded derivative that otherwise would require
          bifurcation

     b.   Clarifies which interest-only strips and principal-only strips are not
          subject to the requirements of Statement 133

     c.   Establishes a requirement to evaluate interests in securitized
          financial assets to identify interests that are freestanding
          derivatives or that are hybrid financial instruments that contain an
          embedded derivative requiring bifurcation

                                       21
<PAGE>

     d.   Clarifies that concentrations of credit risk in the form of
          subordination are not embedded derivatives

     e.   Amends Statement 140 to eliminate the prohibition on a qualifying
          special-purpose entity from holding a derivative financial instrument
          that pertains to a beneficial interest other than another derivative
          financial instrument.

This Statement is effective for all financial instruments acquired or issued
after the beginning of our fiscal year that beginning September 1, 2007.

The fair value election provided for in paragraph 4(c) of this Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been bifurcated under paragraph 12 of Statement 133 prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this Statement may be applied to instruments that we hold at the date of
adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but
it is not expected to have a material impact on our financial statements.

SFAS 156 - "Accounting for Servicing of Financial Assets--an amendment of FASB
Statement No. 140"

This Statement, issued in March 2006, amends FASB Statement No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", with respect to the accounting for separately recognized servicing
assets and servicing liabilities. This Statement:

     1.   Requires an entity to recognize a servicing asset or servicing
          liability each time it undertakes an obligation to service a financial
          asset by entering into a servicing contract in certain situations.

     2.   Requires all separately recognized servicing assets and servicing
          liabilities to be initially measured at fair value, if practicable.

     3.   Permits an entity to choose either the amortization method or the fair
          value measurement method for each class of separately recognized
          servicing assets and servicing liabilities.

     4.   At its initial adoption, permits a one-time reclassification of
          available-for-sale securities to trading securities by entities with
          recognized servicing rights, without calling into question the
          treatment of other available-for-sale securities under Statement 115,
          provided that the available-for-sale securities are identified in some
          manner as offsetting the entity's exposure to changes in fair value of
          servicing assets or servicing liabilities that a servicer elects to
          subsequently measure at fair value.

                                       22
<PAGE>

     5.   Requires separate presentation of servicing assets and servicing
          liabilities subsequently measured at fair value in the statement of
          financial position and additional disclosures for all separately
          recognized servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after September 15, 2006. The adoption of this statement is not
expected to have a material impact on our financial statements.

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements".
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurement. The implementation of this guidance is not expected to
have any impact on the Company's financial statements.

In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to
recognize a net liability or asset and an offsetting adjustment to accumulated
other comprehensive income to report the funded status of defined benefit
pension and other postretirement benefit plans. SFAS No. 158 requires
prospective application, recognition and disclosure requirements effective for
the Company's fiscal year ending August 31, 2007. Additionally, SFAS No. 158
requires companies to measure plan assets and obligations at their year-end
balance sheet date. This requirement is effective for the Company's fiscal year
ending August 31, 2009. The Company is currently evaluating the impact of the
adoption of SFAS No. 158 and does not expect that it will have a material impact
on its financial statements.

In September 2006, the United States Securities and Exchange Commission ("SEC")
SAB No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." This SAB
provides guidance on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each of the
company's balance sheet and statement of operations financial statements and the
related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment and
how and when it arose. The Company is currently evaluating the impact, if any,
that SAB 108 may have on the Company's results of operations or financial
position.

                                       23
<PAGE>

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109." This
Interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This Interpretation also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Interpretation is effective for fiscal
years beginning after December 15, 2006 and the Company is currently evaluating
the impact, if any, that FASB No. 48 may have on the Company's results of
operations or financial position.

Note 2. Related Party Transactions

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

During prior years two officers of the Company made advances aggregating $11,830
of which $5,200 had been repaid. The balance of the advances was $6,630 at
August 31, 2006.

Through August 31, 2006, the Company accrued an aggregate of $930,729 in unpaid
salaries due to two officers.

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

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

Note 3. Available for Sale Securities

Marketable securities consist of mutual funds and common stocks with a cost
basis of $456,119 and fair market value of $477,044 at August 31, 2006, 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 $504,387 and $146,708 during the years ended August 31, 2005 and
2006.

The gross realized gains (losses) on sales of available-for-sale securities were
$21,623 and $(11,011) during the years ended August 31, 2005 and 2006. The
adjustment to unrealized holding gains on available-for-sale securities included
in accumulated other comprehensive income as a component of stockholders' equity
increased by $13,537 and $23,356 during the years ended August 31, 2005 and
2006, and totaled $20,925 at August 31, 2006.

                                       24
<PAGE>

Note 4. Property and Equipment

Property and equipment consists of the following, at cost, at August 31, 2006:

     Land and building                          $293,520
     Furniture and equipment                     246,285
     Leasehold improvements                       16,388
                                                --------
                                                 556,193
     Less: accumulated depreciation              263,824
                                                --------
                                                $292,369
                                                ========

Depreciation charged to operations was $5,300 and $15,000 during the years ended
August 31, 2005 and 2006.

Note 5. Note Payable

At August 31, 2006, the Company had an unsecured demand note payable due to a
vendor of $5,200 with interest at 8% per annum.

Note 6. Commitments and Contingencies

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

Note 7. Concentration of Credit Risk/Major Customers

During the years ended August 31, 2005 and 2006, the Company sales to a single
customer that accounted for approximately 21% and 14% 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
$72,086 and $61,868.53 during the years ended August 31, 2005 and 2006.

Note 8. 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.

                                       25
<PAGE>

At August 31, 2006, the deferred tax asset related to the operating loss
carryforwards of approximately $400,000 has been fully reserved. The change in
the valuation allowance was approximately $16,000 during the year ended August
31, 2006.

At August 31, 2006, the Company had net operating loss carryforwards aggregating
approximately $1,200,000, which expire from 2007 through 2026.

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

                                  Year Ended August 31,
                                     2005     2006
                                     ----     ----

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

Note 9. Stockholders' (Deficit)

During November 2004 the Company issued 25,000 shares of common stock to a third
party for services. These shares were valued at their fair market value of
$5,500 and charged to operations during the year ended August 31, 2005.

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

During August 2006 the Company issued an aggregate of 200,000 shares of common
stock to employees for services. These shares were valued at their fair market
value of $34,000 and charged to operations during the year ended August 31,
2006.


                                       26
<PAGE>

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

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES.
---------------------------------

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

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

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

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

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

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

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



ITEM 8 B. OTHER INFORMATION
---------------------------

Not Applicable


                                       27
<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.   68     Chairman of the Board, Vice President,
                                    Secretary, Director

Henry S. Pennypacker, Ph.D.  69     President, Chief Executive Officer, Director

Mary Bailey Sellers          58     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.

                                       28
<PAGE>

ITEM 10. EXUCUTIVE COMPENSATION
-------------------------------

     The following table sets forth the cash remuneration paid or accrued by the
Company during three fiscal years each ending August 31, to all executive
officers of the Company.

                             Cash Compensation Table

----------------------------------------------------------------------------
Name                 Year     Salary     Accrued Salary     Restricted Stock
                                             Award
----------------------------------------------------------------------------
Mark Kane            2006     $16,264      $48,736               $0
Goldstein            2005     $16,264      $48,736               $0
                     2004     $16,264      $48,736               $0
----------------------------------------------------------------------------
Henry S.             2006      $8,124      $56,876               $0
Pennypacker          2005      $8,124      $56,876               $0
                     2004      $8,124      $56,876               $0
----------------------------------------------------------------------------
Mary B.              2006     $41,000      $0                    $17,000(1)
Sellers              2005     $40,000      $0                    $1,800  (2)
                     2004     $42,500      $0                    $0
----------------------------------------------------------------------------

(1)  Value of stock consisting of 100,000 shares of our common stock
(2)  Value of stock consisting of 15,000 shares of our common stock


     Each of the officers received a portion of their salaries in 2004 from a
National Institute of Health grant titled: Breast Self-Examination for Disabled
Women. Based on their activities associated with the grant, Dr. Henry S.
Pennypacker received $2,031.00, Dr. Mark K. Goldstein received $4,063.00, and
Mrs. Mary B. Sellers received $2,500.00.

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT
----------------------------------------------------------------------

     The following table sets forth, as of August 31, 2006, the number of shares
of common stock owned both of record and beneficially by (I) all persons owning
five percent or more of the outstanding common stock of the Company; (ii) all
directors, and (iii) all officers and directors as a group:

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

Mark Kane Goldstein, Ph.D. (2)        1,225,800             22.6%
930 N.W. 8th Avenue
Gainesville, Florida 32601

Henry S. Pennypacker, Ph.D.           1,365,000             25.2%
930 N.W. 8th Avenue (1)(2)
Gainesville, Florida 32601

Mary Bailey Sellers                     115,000             2.12%
930 N.W. 8th Avenue
Gainesville, Florida 32601

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


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

                                       29
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

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


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

     (a) Exhibits

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

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

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

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

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

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

There were no reports on form 8-K to be disclosed for the year ended August 31,
2006

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


          Financial Statements             Pages 13 to 26


(c)  Exhibit Index: None


3         Articles of Incorporation*

3.1       Articles of Amendment to Articles of Incorporation*

3.2       By-Laws*

3.3       Amendments to By-Laws*

4         Warrants*


                                       30
<PAGE>

10.1      Patent Assignment Agreements*

10.2      Henry S. Pennypacker Assignment*

10.3      Mark Kane Goldstein Assignment*

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

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

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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
------------------------------------------------

(a) Audit Fees

Total audit fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements and review of
financial statements included in our Form 10-QSB will total approximately
$12,000 for 2006.

(b) Audit-Related Fees

During fiscal 2005 and 2006 we were not required to incur any additional
audit-related fees in preparation of our financial statements or otherwise.

(c) Tax Fees

We engage our principal accountant to assist with the preparation or review of
our annual tax filings. For fiscal 2005 and 2006 we will pay $750.00.

(d) All Other Fees

During fiscal 2005 and 2006 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.
















                                       31
<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 15, 2006

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


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


/s/ Mark Kane Goldstein        Chairman of the Board,        December 15, 2006
-------------------------      Vice President, Secretary,
Mark Kane Goldstein            Director


/s/ Henry S. Pennypacker       President, Chief Executive    December 15, 2006
-------------------------      Officer, Director
Henry S. Pennypacker


/s/ Mary Bailey Sellers        Treasurer, Chief Financial    December 15, 2006
-------------------------      Officer, Director
Mary Bailey Sellers





                                       32