SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20001
                                    FORM 10-K

                      ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                           Commission File No. 0-11-50
      August 31, 1996

                              MAMMATECH CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         FLORIDA                                    59-2181303
--------------------------------------------------------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification Number)


         930 N.W. 8th Avenue, Gainesville, Florida 32601 (352) 375-0607
--------------------------------------------------------------------------------
               (Address including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

Securities registered pursuant to Section 12(b) of the Act:

       Title of Each Class              Exchange on Which Registered
       -------------------              ----------------------------
             None                                   None

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                 --------------
                                (Title of Class)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 of 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.   Yes  x    No
                            -----    -----

The aggregate market value of the Company's common stock held by  non-affiliates
as of November 30 was $357,274  based on the average bid and asked price.  As of
November  30,  there  were  100,352,500  shares of the  Company's  common  stock
outstanding. Of this sum, 6,208,500 shares are treasury shares.


Total Number of Pages: 35                          Exhibit Index is on Page: 34







<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  lifelike  models  of a human  female  breast,  the
MammaCare  System is designed to train women to perform  effective  Breast Self-
Examination  ("B.S.E.").  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.

     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 B.S.E. skills periodically and serves as a comparative standard
as she palpates her own breast.

     Although  the  patient  can  never  determine  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 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 overy 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)

                                        2

<PAGE>



breast models and a videotaped B.S.E.  training program designed to be viewed by
women in their homes.  In both cases,  the skill  learned is subject to ultimate
evaluation by a physician. See Item 1, "New Marketing Approach".

THE PURPOSE OF BREAST SELF-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 ( less  than 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.

     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.


                                        3

<PAGE>

     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 anomolies.
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 franchisees,  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 researh.

     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  two  training  programs  at the  Gainesville  Center.  The first is a
comprehensive, one-week 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.


                                        4

<PAGE>

     The second  training  program  leads to an Associate  certificate.  It is a
three-day  training  session for  physicians  and nurses  which  enables them to
instruct women in the use of the Learning System. 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 physician or MammaCare Specialist.  MammaCare Specialists
are empowered to train and certify MammaCare Associates at their own sites.


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

     The MammaCare System and the MammaCare Learning Systems are each sold as an
integrated  whole.The  Company  does not  permit  models  to be sold  separately
without each woman  receiving  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  the  Arkansas,California,  Florida,  and  Maine  Divisions  of the
American Cancer Society in accordance with the Company's standards.

     During the last  several  fiscal  years,  the Company has  intensified  its
efforts to offer  MammaCare  overseas.  To date,  the  Company  has had sales of
approximately  $60,000 in Australia as a result of contacts made on the basis of
research  performed  and  published by the two  principals.  The Company  enjoys
relationships with a substantial  members of the Japanese and Korean health care
industries  (see p.  17  below).  The  Company  has  also  developed  continuing
customers  in France,  Germany,  and  Denmark  and is  presently  exploring  the
feasibility of entering into exclusive sales agreements with  representatives in
Western  Europe.  No  assurance  is given  that the  Company  will  successfully
penetrate these foreign markets.

     The  Company  has  developed  an  extensive  customer  base in  Canada  and
anticipates increased activity in that country as the trade barriers continue to
be  dismantled  as a result  of  NAFTA.  The  Company  has  trained  a number of
MammaCare   Specialists  who  live  and  work  in  Canada  and  maintains  close
professional ties to these individuals.


NEW MARKETING APPROACH
----------------------

     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


                                        5

<PAGE>

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
45-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 substantiasl  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 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.

                                        6

<PAGE>

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

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

     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.


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.

                                        7

<PAGE>

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 is currently  negotiating 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 sugnificant revenue for the Company.

     Until  recently,   the  Company   retained  a  Southern   California  nurse
practitioner  as a  marketing  consultant  for  MammaCare.  This  individual  is
employed by a large health care concern in Beverly  Hills,  California  and is a
nationally  recognized  expert on BSE.  She  appeared on the first  ABC-TV "Home
Show" in February,  1988 where she described the MammaCare  Learning System to a
nationwide  audience.  Her  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
A.C.S.  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
approximately  $40,000  worth of  products  to  California  A.C.S.  chapters  or
affiliated individuals under this arrangement.

     Similar  arrangements  have  been  concluded  with  the  Alaska,  Arkansas,
Delaware,  Florida,  Georgia,  Indiana, Kansas, Kentucky,  Maine, Minnesota, New
York,South Carolina, South Dakota and Wisconsin Divisions of the American Cancer
Society.  In additional to nominal revenues associated with the initial training
efforts,  the Company received  approximately  $18,000 as the result of a single
purchase by the Arkansas  Department of Public Health.  Aggregate  revenues from
the other participating ACS Divisions have now exceeded $100,000.

RESEARCH
--------

     The  University  of North  Carolina at Chapel  Hill has  received a federal
grant to train  all of its  residents  and  staff  physicians  in the  MammaCare
Method. The Company estimates that it will receive approximately $10,000 for the

                                        8

<PAGE>

sale of breast models and consulting fees. In addition,  the University of North
Carolina  has  received a separate  $1,117,992  grant  which  will  involve  the
training  of  approximately  200 local  physicians  to  upgrade  the  quality of
clinical  breast  screening  in the  greater  Wilmington  area.  In  addition to
mammography,  this project will also involve the  Company's  patented  MammaCare
System.  This  project  is  currently  in the  physician  training  phase and is
reportedly proceeding on schedule. Estimated model sales and consulting fees are
not anticipated to exceed $35,000.

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

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,
the Company owns all rights to and is entitled to receive all revenues  from the
System.  The  Company's  ownership  interest in the  patents and foreign  patent
applications is 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.

                                        9

<PAGE>

            Patent No.    Issue date
            or Appli-     or Filing     Expiration          Subject
Country     cation No.    Date             Date              Matter
-------     ----------    ----------    -----------         --------

United      4,134,218     1/16/79         1/16/96         Model and
States                                                    Methods and
                                                          Apparatus relating to
                                                          the System

United        308,914     Filed                           New model relating to
States                    2/9/89                          the system.



Canada      1,109,252     9/22/81         9/22/98         Model

Canada      1,147,951     Filed         6/14/2000         Methods and
                          6/14/83                         Apparatus relating to 
                                                          the System

United      2005894       5/26/82         10/2/98         Model
Kingdom



United      2077017       10/13/82        10/2/98         Methods and
Kingdom                                                   Apparatus relating to
                                                          the System


Germany     P 2844373.4   11/11/81        10/12/98        Model, as well as
                                                          certain apparatus
                                                          relating to the System


Germany(1)  Pending       Filed              -            Division application 
            Application   2/25/80                         of the application
            P 2857496.14                                  which issued as      
                                                          German Patent
                                                          No. P 2844373.4 and is
                                                          directed to methods
                                                          and apparatus relating
                                                          to the system

                                       10

<PAGE>

            Patent No.    Issue date
            or Appli-     or Filing     Expiration          Subject
Country     cation No.    Date             Date              Matter
-------     ----------    ----------    -----------         --------

Japan       1304322       6/15/85         10/11/98       Methods and
                                                         Apparatus relating to
                                                         the System.

Japan(2)    Pending       10/26/84           -           Model allowed and 
            224,279/84                                   published for
                                                         opposition. Opposition
                                                         proceeding pending.


(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 fro 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  applcations 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.




















                                       11

<PAGE>

TRADEMARKS
----------

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


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

U.S. Trademark        The MammaCare         1,288,296         Issued
                      Method & Design                         7/31/84

U.S. trademark        The Mammatech         1,305,388         Issued
                      Corporation                             11/13/84

U.S. Trademark        MammaKit              1,317,844         Issued
                                                              2/5/85

U.S. Trademark        MammaTrainer          1,310,897         Issued
                      & Design                                12/25/84

U.S. Trademark        MammaTest             1,303,689         Issued
                      & Design                                11/6/84

U.S. Trademark        M & Design            1,310,918         Issued
                                                              12/25/84

U.S. Trademark        Hand Design           1,357,256         Issued
                                                              8/27/85

U.S. Trademark        MammaCare             1,445,641         Issued
                                                              6/30/87

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

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

Advertising         What Am I           TX1-199-545         75 years from
Brochure            Supposed to                                 9/29/83
                    Feel?


Test Form           MammaTest           TX1-234-492         75 years from
                                                               12/14/83

Instructional       The MammaCare       TX1-259-524         75 years from
Manual              Method                                      12/29/83

                                       12

<PAGE>

ITEM 2.  PROPERTIES
-------  ----------

     The Company's  facilities house its executive offices and MammaCare Center.
Located at 930 N.W. 8th Avenue, Gainesville,  Florida, the Company's offices are
approximately  2,700  square feet.  Rent is $1295.25  per month plus  utilities.
These facilities are adequate for the Company's current business operations. The
Company  does  not  anticipate   difficulties  in  obtaining  additional  office
facilities  in  Gainesville  at  comparable  rates  should   operations   expand
sufficiently.  The Company rents these  facilities  from an unrelated party on a
month-to-month basis.

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

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.



                                       13

<PAGE>

                                     PART II
                                     -------

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

     A.  Market  Information.  The  Company's  common  stock  is  traded  in the
over-the-counter  market.  From February 1983,  through December 1985, there had
been an  established  trading  market on NASDAQ for the Company's  common stock.
However,  in  mid-December  1985,  the  Company's  common stock was de-listed by
NASDAQ. The Company's common stock is currently listed in the National Quotation
Bureau "pink  sheets".  Throughout  1996, the bid value of the stock ranged from
$0.001 to $0.04.

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


     Quarterly Period        High Bid (1)           Low Bid (1)
     ----------------        ------------           -----------


     November 30, 1988          $   0.005              $   0.005
     February 28, 1989          $   0.01               $   0.0025
     May 31, 1989               $   0.01               $   0.01
     August 31, 1989            $   0.01               $   0.004
     November 30, 1989          $   0.01               $   0.0075
     February 28, 1990          $   0.01               $   0.005
     May 31, 1990               $   0.01               $   0.005
     August 31, 1990            $   0.01               $   0.001
     November 30, 1990          $   0.01               $   0.001
     February 29, 1991          $   0.01               $   0.001
     May 31, 1991               $   0.01               $   0.001
     August 31, 1991            $   0.01               $   0.001
     November 30, 1991          $   0.01               $   0.001
     February 29, 1992          $   0.01               $   0.001
     May 31, 1992               $   0.01               $   0.001
     August 31, 1992            $   0.01               $   0.001
     August 31, 1996            $   0.01               $   0.005
     August 31, 1996            $   0.01               $   0.001

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

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

     B. Holders of Common Stock. As of August 31, 1996, there were approximately
3,460  record  holders of the  Company's  common stock with  100,352,500  shares
outstanding, of which 6,208,500 shares are treasury stock.



                                       14

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------


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


                    Aug 31      Aug 31      Aug 31      Aug 31    Aug 31
YEAR ENDED           1996        1995        1994        1993      1992
----------          ------     ---------------------------------------------


Revenues from
Operations          331,688     301,524     269,208     193,563     142,170


Net Income (Loss)    67,715      44,548      44,802     (77,479)   (209,243)


Income (Loss) Per
Common Share           0.00        0.00        0.00       (0.00)      (0.00)


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

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

                 Aug 31       Aug 31      Aug 31      Aug 31      Aug 31
YEAR ENDED        1996         1995        1994        1993        1992
----------      ---------------------     -------     -------     -------

Total
Assets           365,925      281,691     228,889     214,660      79,469

Total
Liabilities       98,396       81,877      73,623     125,197      91,087

Shareholder's
Equity            267,529     199,814     155,266      89,463     (11,618)


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

                                       15

<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULT OF OPERATIONS
         --------------------

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

     The sales data for 1996 set yet another  record for the Company and extends
the trend established over the past several years.  Figure 1 shows this progress
since 1987, the first year the Company sold its products directly to the medical
profession rather than through its licensed centers.

                         [GRAPHIC OMITTED Sales Revenues
                    of the Mammatech Corporation: 1987-1996]

     The 1996 sales total of $331,688  represents  an increase of 10.0% over the
previous year and a 23.2% increase over 1994. Export sales accounted for 5.3% of
the total, down from 9.3% in 1995.

     The Company  experienced a substantial  increase (60.4%) in operating costs
over  1995,  primarily  the result of  administering  an SBIR Phase I grant (see
below).The  increase in sales,  coupled with otherwise  stable  operating costs,
enabled  the  Company to record the third  consecutive  operating  profit in its
history.

     During the year, the Company  increased its customer base while  continuing
to  serve  its  established  customers.  A number  of  additional  State  Health
Departments  purchased  product from the Company in  connection  with Breast and
Cervical  Cancer Program (BCCP) grants from the Center for Disease  Control.  In
particular,  the Health Department of the State of Maine, in collaboration  with
the Maine Division of the American  Cancer Society,  began  implementing a state
wide breast cancer  screening  program  using  MammaCare.  The Company  provided
training  to  professionals  from  both  orgainzations  and  anticipates  modest
continuing sales as a result of these  activities.  The Company also anticipates
sales of its  MammaCare  Clinical  Learning  System  to  these  and  other  BCCP
recipients although there can be no assurance that such sales will materialize.


                                       16

<PAGE>

     During  the  third  and  fourth  quarters,   the  Company  began  providing
specialized  training and products to medical personnel from military facilities
along the East coast.  There is a  commitment  on the part of all three  service
branches to upgrade their breast cancer  screening  practices for the benefit of
both female  military  personnel  and  dependents.  The Company has  scheduled a
number of such  training  sessions  into the next  fiscal  year and  anticipates
modest  product  sales as a result.  The Company  continues  to hold a sales and
distribution agreement with a member of the Korean Health Care industry. At this
writing, the Company is completing  production of Korean versions of some of its
training  products  and  anticipates  at least  modest  revenues  as a result of
distribution thereof throughout Korea.

     Finally,  the Company  sought and was awarded a Phase I grant in the amount
of $97,846 from the Small  Business  Innovative  Research  (SBIR) Program of the
National  Institutes  of Health.  These  funds  enabled  the  Company to design,
produce,  and evaluate two variations of its MammaCare Personal Learning System,
one  for  visually  impaired  women  and  one  for  the  hearing  impaired.  The
experimental  data obtained formed the basis of a Phase II proposal which is now
in the review process.

     Liquidity
     ---------

     At the close of the 1996 fiscal year, the Company's current assets totalled
$312,087  compared  to  $244,462  at the  close of 1995.  Results  for the first
quarter of 1997, although not completely determined at the time of this writing,
portend no immediate decrease in this figure.

     The  Company  continues  to support its  operations  solely on the basis of
operating  revenues  and is debt  free  but  for  its  note  for  $12,248  to an
unaffiliated  supplier for its manufacturing  facility.  The Company's principal
goal continues to be 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 and there
are no known trends in its capital resources.






ITEM 8.  FINANCIAL STATEMENTS - (SEE FOLLOWING PAGES)

                                       17

<PAGE>
 
                   REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
Mammatech Corporation

We have audited the accompanying  balance sheets of Mammatech  Corporation as of
August 31, 1995, and 1996, and the related statements of operations,  changes in
stockholders'  equity,  and cash flows for each of the three  years then  ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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 audit provides 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, 1995, and 1996, and the results of its operations, and its cash flows
for each of the three years then ended,  in conformity  with generally  accepted
accounting principles.





                             Winter, Scheifley & Associates, P.C.
                             Certified Public Accountants

Englewood, Colorado
October 8, 1996



                                       18


<PAGE>

                              Mammatech Corporation
                                 Balance Sheets
                         As of August 31, 1995 and 1996




                                     Assets


                                                 1995           1996   
                                             -----------    ------------
Current Assets:
  Cash and cash equivalents                  $   136,702    $   179,651
  Accounts receivable:
   Trade (net of reserve of $17,945 and
    $18,482)                                      71,505         34,287
   Other                                           3,114          3,246
  Inventory                                       33,141         94,903
                                              ----------     ----------
          Total current assets                   244,462        312,087


Property and Equipment, net                       31,938         52,277

Other Assets:
  Patents, trademarks and other intangibles,
   net of accumulated amortization of
   $59,148 and $64,376 respectively                5,291          1,561
                                              ----------     ----------


Total assets                                 $   281,691    $   365,925
                                              ==========     ==========









                                       












The accompanying notes are an integral part of the financial statements.


                                       19

<PAGE>

                              Mammatech Corporation
                                 Balance Sheets
                         As of August 31, 1995 and 1996
                                   (Continued)




                      Liabilities and Stockholders' Equity


                                                 1995           1996   
                                             -----------    ------------

Current Liabilities:
  Accounts payable - trade                   $    25,189    $    21,594
  Note payable                                      -             3,325
  Accounts payable - officers                      8,630          8,630
  Accrued expenses                                48,058         55,624
                                              ----------     ----------
      Total current liabilities                   81,877         89,173

Long-term debt                                      -             9,223

Commitments and contingencies

Stockholders' equity:
  Common stock, $.0001 par value,
   200,000,000 shares authorized,
   100,352,500 shares issued and outstanding      10,035         10,035
  Additional paid in capital                   2,809,594      2,809,594
  Accumulated deficit                         (2,471,764)    (2,404,049)
                                              ----------     ----------
                                                 347,865        415,580
  Treasury stock, at cost, 6,208,500
   shares                                       (148,051)      (148,051)
                                              ----------     ----------
                                                 199,814        267,529

Total liabilities and stockholders' equity   $   281,691    $   365,925
                                              ==========     ==========















The accompanying notes are an integral part of the financial statements.

                                       20


<PAGE>

                              Mammatech Corporation
                            Statements of Operations
                   Years Ended August 31, 1994, 1995 and 1996


                                      1994          1995         1996  
                                   -----------   -----------  ----------

Sales, net
 Domestic                         $   201,317   $   273,184   $ 314,108
 Export                                67,891        28,340      17,580
                                   ----------    ----------   ---------
                                      269,208       301,524     331,688

Cost of sales                          74,235        99,415     103,819
                                   ----------    ----------   ---------

Gross profit                          194,973       202,109     227,869

Selling, general and
 administrative expenses              149,400       163,761     262,686
                                   ----------    ----------    --------

Income (loss) from operations          45,573        38,348     (34,817)

Other income and (expense):
Other income                             -             -         97,846
Realized (loss)
   on investments                      (5,187)         -           -
Interest and dividend income            4,416         6,200       4,686
                                    ---------    ----------    --------
                                         (771)        6,200     102,532
Income before
 provision for income taxes            44,802        44,548      67,715

Provision for income taxes               -             -           -  
                                    ---------    ----------    --------

Net income                        $    44,802   $    44,548   $  67,715
                                   ==========    ==========    ========

Per share amounts:

 Net income per share             $       .00   $       .00   $     .00
                                   ==========    ==========    ========

 Weighted average shares          100,352,500   100,352,500 100,352,500
                                  ===========   =========== ===========











The accompanying notes are an integral part of the financial statements.

                                       21



<PAGE>
<TABLE>
<CAPTION>



                                                Mammatech Corporation
                                    Statement of Changes in Stockholders' Equity
                                 For the Years Ended August 31, 1994, 1995 and 1996

                               Common Stock       
                             Shares    Par Value  Additional                 Common
                           ----------  ---------   Paid In    Accumulated     Stock       Treasury
                                                   Capital     Deficit    Subscriptions    Stock 
                                                  ----------- ----------- -------------   --------  
<S>                        <C>         <C>        <C>         <C>           <C>          <C>       
Balance August 31, 1993    80,352,500  $  8,035   $2,814,594  $(2,561,114)  $     -      $(172,051)


Officers' stock
 subscriptions                                                                  20,000

Treasury shares issued
 for compensation                                    (23,000)                               24,000
Net income for the year                                            44,802                        
                          -----------   -------    ---------   ----------     --------    --------

Balance August 31, 1994    80,352,500     8,035    2,791,594   (2,516,312)      20,000    (148,051)

Issuance of common stock
 subscribed for            20,000,000     2,000       18,000                   (20,000)
Net income for the year                                            44,548                         
                          -----------   -------    ---------   ----------    ---------    --------
Balance August 31, 1995   100,352,500    10,035    2,809,594   (2,471,764)        -       (148,051)

Net income for the year                                            67,715                        
                          ----------   -------     --------    ----------    ---------    --------
Balance August 31, 1996   100,352,500 $  10,035   $2,809,594  $(2,404,049)  $     -      $(148,051)
                          ===========  ========    =========   ==========    =========    ========

















The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       22

<PAGE>
                             Mammatech Corporation
                            Statements of Cash Flows
                For the Years Ended August 31, 1994, 1995 and 1996

                                           1994       1995       1996  
                                        ---------  ---------  ----------
Operating activities:
 Net income                             $  44,802  $  44,548   $ 67,715
Adjustments to reconcile net income
 to net cash:
 Depreciation                               2,159      3,529     12,680
 Amortization                               6,139      6,066      5,230
 Stock subscriptions for services          20,000       -          -
 Treasury stock issued for services         1,000       -          -
 (Increase) decrease in receivables       (41,968)    (3,935)    37,086
 (Increase) in inventory                   (5,120)      (935)   (61,762)
 (Increase) in other assets                (1,200)      -          -
 (Decrease) in accounts payable            (5,956)    (9,905)    (3,595)
 (Decrease) in deposits                   (46,075)      -          -
 Increase in accrued expenses                 458     21,358      7,566
                                         --------   --------   --------
Net cash provided by (used in)
 operating activities                     (25,761)    60,726     64,920

Investing activities:
 Sale of marketable securities             94,542       -          -
 (Investment in) maturity of
   certificates of deposit                (50,000)    50,000       -
 Acquisition of patents                      -          -        (1,500)
 Purchase of fixed assets                    (290)   (29,070)   (17,414)
                                         --------  ---------   --------
Net cash provided by (used in)
 investing activities                      44,252     20,930    (18,914)

Financing activities:
 Repayment of officer loans                  -        (3,200)      -
 Repayment of note                           -          -        (3,057)
                                          -------  ---------   --------
Net cash provided by (used in)
 financing activities                        -        (3,200)    (3,057)

Net increase (decrease) in cash
 and cash equivalents                      18,491     78,456     42,949
Beginning cash and cash equivalents        39,755     58,246    136,702
                                         --------   --------   --------
Ending cash and cash equivalents        $  58,246  $ 136,702  $ 179,651
                                         ========   ========   ========











The accompanying notes are an integral part of the financial statements.

                                       23


<PAGE>



                         Mammatech Corporation
                        Statements of Cash Flows
            For the Years Ended August 31, 1994, 1995 and 1996
                              (Continued)


Supplemental cash flow information:
 Cash paid for:  Interest               $    -     $    -     $   1,107
                 Income taxes           $    -     $    -     $    -

Non cash financing and investing activities:
  Realized loss on marketable
   securities                           $  (5,187) $    -
  Acquisition of equipment with note    $    -     $    -     $  15,605





























The accompanying notes are an integral part of the financial statements.


                                       24










<PAGE>
                              Mammatech Corporation
                          Notes to Financial Statements
                                 August 31, 1996


Note 1. Summary of Significant Accounting Policies

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

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

C.  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.

D. Patents, Trademarks, and Copyrights:  Patents, trademarks, and copyrights are
amortized using the  straight-line  method over their estimated  useful economic
lives of 10 years. They are stated at cost less accumulated amortization.

E.  Revenue  recognition:  The  Company  recognizes  revenue on the sales of its
products at the time of shipment.

F. Earnings per share: Earnings per share is computed using the weighted average
number of common shares outstanding for the periods presented.

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

H. 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.

I. Fair value of financial  instruments:  The  Company's  financial  instruments
consist of cash and cash  equivalents,  receivables  and payables.  The carrying
amounts of such  financial  instruments  approximate  fair value  because of the
short term maturity of these instruments.



                                       25





<PAGE>
                              Mammatech Corporation
                          Notes to Financial Statements
                                   (Continued)

Note 2. Related Party Transactions

The Company  occupies office and clinic space pursuant to a month to month lease
entered  into with a  shareholder  at a cost of $1,295  per month  plus  certain
common costs,  which  approximates  fair market value. Rent expense was $12,730,
$14,780,  and $14,207  for the years  ended  August 31,  1994,  1995,  and 1996,
respectively.

During  prior  years two  officers  of the  Company  made  advances  aggregating
$11,830.  During the year ended  August 31, 1995 $3,200 of these  advances  were
repaid.

During  September,  1994, the Company agreed to issue  20,000,000  shares of its
$.0001 par value common stock to two of its officers for  services.  The Company
recorded a $20,000  charge to operations  during the year ended August 31, 1994,
related to this issuance. These shares were issued in 1995.

During April,  1994,  the Company  issued  500,000  shares of treasury  stock to
certain  employees for services.  The value  attributed to the services was $500
and was based upon the bid price of the  Company's  common  stock at the time it
was issued ($.001 per share).  The  difference  between the cost of the treasury
stock ($12,000) and the charge to operations was charged to paid in capital (see
Note 6).

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 new
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. Property and Equipment

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

                                               1995      1996  
                                             --------  --------

      Furniture and equipment                $159,373  $176,538
      Leasehold improvements                     -       15,854
                                              -------   -------
                                              159,373   192,392
      Less: accumulated depreciation          127,435   140,115
                                             $ 31,938  $ 52,277

Depreciation  charged to operations was $2,159,  $3,529,  and $12,680 during the
years ended August 31, 1994, 1995, and 1996, respectively.


                                       26



<PAGE>
                              Mammatech Corporation
                          Notes to Financial Statements
                                   (Continued)

Note 4. Note Payable

At  August  31,  1996 the  Company  had a note  payable  due to a vendor  in the
principal  amount of  $12,548  with  interest  at 8% per annum  and  payable  in
installments of $350 per month until paid.  Maturity of this note is as follows:
1997: $3,325; 1998: $3,602; 1999: $3,901; and 2000: $1,720.


Note 5. Commitments and Contingencies

In connection with the acquisition of the patent rights for the Company's system
of breast  self-examination,  the Company has paid $11,787 to the  University of
Florida for its release of all patent rights. In addition, 7 inventors also held
certain patent rights to the Company's process. Three of these individuals,  who
are  principal  shareholders  of the  Company,  contributed  their rights to the
Company.  The remaining 4 inventors have assigned their rights in certain models
to the Company in exchange for royalty  payments to be made based on sales.  The
related sales were $47,972,  $59,243, and $59,243 for the years ended August 31,
1994,  1995, and 1996,  respectively.  The related  royalty  expense was $1,372,
$1,706,  and  $2,252  for the years  ended  August  31,  1994,  1995,  and 1996,
respectively. The aggregate royalties payable to the inventors is as follows:


                               Sales               Royalty
                     --------------------------    -------
                     $        1  -  $ 5,000,000     2.86%
                     $5,000,001  -  $ 7,500,000     2.29%
                     $7,500,001  -  $10,000,000     1.71%
                     Over           $10,000,000     1.14%

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


Note 6. Stockholders' Equity

During April,  1994,  the Company issued  1,000,000  shares of treasury stock to
certain  employees (see Note 3) and a vendor for services.  The value attributed
to the  services  was $1,000  and was based upon the bid price of the  Company's
common stock at the time it was issued ($.001 per share). The difference between
the cost of the  treasury  stock  ($24,000)  and the  charge to  operations  was
charged to paid in capital.




                                       27




<PAGE>

                              Mammatech Corporation
                          Notes to Financial Statements
                                   (Continued)

Note 7. Concentration of Credit Risk/Major Customers

During the year ended August 31, 1994 the Company made sales to the Pennsylvania
Department of Public Health aggregating $40,877 (15% of total sales) and Ippondo
Health Care aggregating  $46,075 (17% of total sales).  The balance due from the
Pennsylvania  Department of Public Health was included in accounts receivable at
August 31, 1994 and was collected during 1995.

At August 31,  1996 the Company has  $125,852 on deposit in an  uninsured  money
market account

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.

Note 8. Other Income

During  1996 the  Company  received a federal  grant in the amount of $97,846 to
develop  and adapt the  Company's  products  for use by women  with  vision  and
hearing impairments.

Note 9. Income Taxes

Deferred income taxes may arise from temporary differences resulting from income
and  expense  items  reported  for  financial  accounting  and tax  purposes  in
different  periods.  Deferred  taxes are  classified as current or  non-current,
depending on the  classifications  of the assets and  liabilities  to which they
relate.  Deferred taxes arising from temporary  differences that are not related
to an asset or liability are classified as current or  non-current  depending on
the periods in which the  temporary  differences  are  expected to reverse.  The
Company has not recorded the deferred tax asset  related to the  operating  loss
carryforward  because it cannot  reasonably  estimate its ability to utilize the
loss carryforward.

At August 31, 1996, the Company had net operating loss carryforwards aggregating
approximately $2,332,000 which expire beginning as follows:

              1998:   $ 184,000
              1999:   $ 738,000          2000:   $ 233,000
              2001:   $ 279,000          2002:   $ 280,000
              2003:   $ 228,000          2004:   $ 131,000
              2005:   $ 115,000          2006:   $  74,000
              2007:   $  54,000          2008:   $  16,000





                                       28




<PAGE>


                              Mammatech Corporation
                          Notes to Financial Statements
                                   (Continued)

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,
---------------------
                                        1994     1995     1996
                                        ----     ----     ----
   Tax at federal statutory rates        34%      34%      34%
   Surtax exemption                     (19)     (19)     (16)
   Operating loss carryforward          (15)     (15)     (18)
                                        ---      ---      ---
                                         - %      - %      - %
                                        ===      ===      ===











                                       29


<PAGE>


Item 9. Disagreements on Accounting and Financial Disclosure
------------------------------------------------------------

None


PART III
--------

Item 10. Directors and Executive Officers of the Company
--------------------------------------------------------

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

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

Mark Kane Goldstein, Ph.D.      58        Chairman of the Board, Vice-
                                          President and Secretary

H. S. Pennypacker, Ph.D.        59        President and Director

Mary Bailey Sellers             48        Treasurer


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

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

     Mark Kane Goldstein,  Ph.D.,  is Chairman of the Board,  Vice President and
Secretary  of the Company.  Dr.  Goldstein  provides  advice  concerning  policy
matters and general  assistance on a part-time basis. Dr. Goldstein was formerly
President  and  Chairman  of ACTV,  Gainesville,  Florida,  and is  currently  a
director of that  company.  ACTV is a publicly  held  company  with  diversified
interests in the television and communications businesses. 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 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.





                                       30

<PAGE>

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

     Henry Sutton  Pennypacker,  Jr.,  Ph.D., is President and a director of the
Company.  He is currently  employed as President of the Company and as Professor
of Psychology at the  University of Florida.  Except for three months when he is
not teaching,  Dr. Pennypacker receives no compensation from the Company. He was
employed  on a  full-time  basis by the  Company  from the closing of its public
offering in February 1983 until August 16, 1987.  Since closing of the Company's
public  offering,  Dr.  Pennypacker  has  retained  his faculty  position at the
University of Florida where he supervised continuing research into the Company's
method of B.S.E.  on a very  limited-time  basis.  Dr.  Pennypacker was employed
there as a Professor of Psychology from 1970 to February 1983. 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 August, 1987, Dr.
Pennypacker  was  required to devote  more time to his  faculty  position at the
University of Florida in order to retain his tenure.

     Dr.  Pennypacker  is the author or  co-author  of four 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.  On August 10, 1990, Dr. Pennypacker
received an award from the California Division of the American Cancer Society in
recognition  of  his  "...pioneering  contribution  to  breast  self-examination
education."

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

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

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

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







                                       31

<PAGE>

Item 11.  Executive Compensation
--------------------------------

     The following table sets forth the cash remuneration paid or accrued by the
Company during the fiscal year ended August 31, 1996, to each executive  officer
whose total cash compensation  exceeded $60,000 and to all executive officers of
the Company as a group.

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

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

All executive officers         All capacities           $57,385
as a group
(three persons) (1)

(1)  No  executive  officer  of  the  Company  received  more  than  $30,260  in
compensation during the fiscal year ended August 31, 1996.

     Dr.  H. S.  Pennypacker,  Jr.,  President  of the  Company,  and  Dr.  Mark
Goldstein received nominal compensation  associated with their activities on the
research  grant during the 1996 fiscal year.  During 1995,  the Company  accrued
$18,000 in salary for Dr. Pennypacker. Mary Sellers receives a salary of $30,260
per year.

     During  September,  1992 the  Company  authorized  the  issuance of to H.S.
Pennypacker and M.K. Goldstein a total of 20,000,000 shares of common stock. The
Company valued these shares at $20,000. In addition, the Company accrued $20,000
in salary due to Dr. Goldstein.

     During August,  1994, the Company agreed to issue 20,000,000  shares of its
$0.0001 par value common stock to two of its officers for services.  The Company
recorded a $20,000  charge to its  operations  during the year ended  August 31,
1994, related to this issuance.

     During April,  1994, the Company issued 500,000 shares of treasury stock to
certain  employees for services.  The value  attributed to the services was $500
and was based upon the bid price of the  Company's  common  stock at the time it
was issued ($0.001 per share).  The difference  between the cost of the treasury
stock ($12,000) and the charge to operations was charged to paid-in capital.

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





                                       32

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

     The following  table sets forth,  as of Nov. 30, 1996, 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)         26,516,000              26.4%
930 N.W. 8th Avenue
Gainesville, Florida 32601

H. S. Pennypacker, Ph.D.               25,800,000              25.7%
930 N.W. 8th Avenue (1)(2)
Gainesville, Florida 32601

Mary Bailey Sellers                       400,000               4.0%
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.


Item 13.  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.





                                       33

<PAGE>
                                     PART V
                                     ------

Item 14.  Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
--------  ------------------------------------------------------------------

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

Financial Statements                                          Pages 18 to 31


(b)  Reports on Form 8-K:  No  reports  on Form 8-K were  filed  during the last
quarter of the fiscal year ended August 31, 1996.

(c)  Exhibit Index: None


3        Articles of Incorporation*

3.1      Articles of Amendment to Articles of Incoporation*

3.2      By-Laws*

3.3      Amendments to By-Laws*

4        Warrants*

10.1     Patent Assignment Agreements*

10.2     H. S. Pennypacker Assignment*

10.3     Mark Kane Goldstein Assignment*





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


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

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

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








                                       34

<PAGE>



                                   SIGNATURES
                                   ----------

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

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

By:  /S/  H. S. PENNYPACKER, JR.
   ----------------------------------------------------------------------------
                        H. S. Pennypacker, Jr., President

Date:  November 15, 1996

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       November 15, 1996
     Mark Kane Goldstein


/S/  H. S. PENNYPACKER, JR.
     -----------------------    President and Director      November 15, 1996
     H. S. Pennypacker, Jr.

/S/  MARY BAILEY SELLERS
     -----------------------    Treasurer                   November 15, 1996
     Mary Bailey Sellers


                                       35