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


                                  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, 2004

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

                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-11-50

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


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

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


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

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

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: $341,078
                                                         --------

State the aggregate market value of the company's common stock held by
nonaffiliates as of December 15, 2004, was (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $830,139 as of December 15, 2004

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 5,022,625 Shares of Common Stock as of
December 15, 2004

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


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

<PAGE>


                              MAMMATECH CORPORATION
                                   FORM 10-KSB

                                      INDEX


     Page
PART I

Item 1.   Description Of Business.                                           3

Item 2.   Description Of Property.                                           9

Item 3.   Legal Proceedings.                                                10

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


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

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

Item 7.   Financial Statements.                                             14

Item 8.   Changes In And Disagreements With Accountants On
          Accounting And Financial Disclosure.                              26

Item 8A  Controls And Procedures                                            26


PART III

Item 9.    Directors, Executive Officers, Promoters And
           Control Persons; Compliance With Section 16(A) Of                27
           The Exchange Act

Item 10.  Executive Compensation                                            28

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

Item 12.  Certain Relationships And Related Transactions                    29

Item 13.  Exhibits And Reports On Form 8-K                                  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".

                                       3

<PAGE>


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.

     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.

                                       4

<PAGE>


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

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

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

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

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

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

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

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

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

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.

                                       5

<PAGE>


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

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

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

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

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

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

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

     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.


                                       6

<PAGE>


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 (mammacare.com) and
markets its products and services through that medium.

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

RESEARCH
--------

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

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

     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.

                                       7

<PAGE>


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 original patents have now expired so the following data are
presented for information only. 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
                 Application No.          Filing Date      Expiration Date    Subject Matter
--------------------------------------------------------------------------------------------------------------------
<S>                     <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
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8

<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:
<TABLE>
<CAPTION>

---------------------- ----------------------------- ---------------------------- --------------------
Type of Mark           Mark                          Registration Number          Status
---------------------- ----------------------------- ---------------------------- --------------------
<S>                                                  <C>                                 <C>  <C>
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
---------------------------- --------------------------------- ------------------------ ----------------------------
</TABLE>


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

     The Company's facilities house its executive offices and MammaCare Center.
Located at 930 NW 8th Avenue, Gainesville, Florida, the Company's offices are
approximately 2,700 square feet. Rent is approximately $1,200 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.

                                       9

<PAGE>


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

         There is no current or pending litigation involving the Company.

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

         Not Applicable.



                                       10
<PAGE>


PART II

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

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

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

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

(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, 2004, there were approximately
3,800 record holders of the Company's common stock with 5,202,625 shares
outstanding, of which 310,425 shares are treasury stock.


                                       11
<PAGE>




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

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

----------------------------------------------------------------------
YEAR ENDED                                  Aug.31,        Aug.31,
                                              2004           2003
----------------------------------------------------------------------
Revenues from Operations                    341,078        437,365
Net Income (Loss)                          (245,350)      (164,648)
Income (Loss) per Common Share                  .05            .03
----------------------------------------------------------------------

Summary of Consolidated Balance Sheet
-----------------------------------------------------------------------
YEAR ENDED                                  Aug.31,         Aug.31,
                                               2004          2003
-----------------------------------------------------------------------
Total Assets                                980,244      1,035,108
Total Liabilities                           980,244        674,806
Shareholder's Equity                        197,969        735,986
-----------------------------------------------------------------------


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

                               (Graphic Omitted)

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

     Sales for 2004 decreased by 22% over the previous year. Export sales of
$74,818 decreased by 15% over the previous year but account for 22% of sales
compared to 20% in 2003. Sales in Germany actually increased by 5.3% over the
previous year and a small market has emerged in Taiwan. Figure 1 shows the
progress of sales since 1987, the first year the Company sold its products
directly to the medical profession rather than through its licensed centers.

     The Company's operating expense increased by 54% in comparison to 2003.
This disparity is the result of certain personnel that were assigned to the SBIR
grant in 2003. Research has been concluded and grant funds no longer subsidize
personnel costs

     The operating loss of $245,350 is disappointing compared to the small gain
of the previous year. The Company's net loss for the year is 48.9% greater than
the year ago figure due to the fact that $164,780 was set aside for income taxes
in 2003, thus producing a net loss.

                                       12

<PAGE>


     During the year, the Company continued to focus its marketing program on
direct mail and catalogue distribution. Several targeted mailings offering
special prices on product combinations were again found to be effective.
Domestic sales to government agencies have been declining since September 11,
2001 and formerly growing sales to the military have all but disappeared.

     The emphasis on clinical breast examination evident in the medical
literature continued to grow during the current fiscal year. After the close of
the fiscal year, two major articles appeared in the November issue of CA: A
Journal for Clinicians published by the American Cancer Society. One article
presents a detailed series of recommendations for improving training and
performance of CBE. The other is a summary of the relevant research in which
MammaCare enjoys a conspicuous presence. As a result, the demand for
professional training in MammaCare is expected to increase. During the year, the
Company trained 31 new MammaCare Specialists of whom 9 were trained in the new
center at Oregon Health Sciences University.

     The Company began offering its intensive one-day training program which
leads to Certification in the MammaCare Method of Clinical Breast Examination.
At this writing, six individuals have completed the program and their
evaluations have been excellent. The Company plans to offer training to existing
Specialists to prepare them to offer this program in their professional
settings.

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

     The MammaCare Training Center in the Department of Gynecology of Wolfgang
Goethe University in Frankfurt has been active during the current year. The
Company, in collaboration with the distributor, trained and certified two
additional German physicians and elevated another physician trained earlier to
the status of National Director of Training. This will enable the German
MammaCare team to begin meeting the demand for professional MammaCare training
in Germany. Discussions with the distributor have begun about the opening of a
second training center in collaboration with the Medical School of The Technical
University of Munich.

     Finally, the Company has completed an SBIR Phase I grant to explore the
feasibility of training professionals to conduct proficient CBE on women with
physical disabilities. Specialized equipment and procedures have been developed
to create a technique that is functionally equivalent to standard MammaCare for
women without disabilities. One additional MammaCare product has resulted from
this effort.

Liquidity
---------

     At the close of the 2004 fiscal year, the Company's assets totaled $980,244
compared to $1,035,108 at the close of 2003. The Company has sufficient liquid
assets to meet current and foreseeable obligations. The Company expects a
substantially increased R&D budget supporting development of an advanced
computer assisted training system to make demands on its capital in the coming
year.

     The Company continues to support its operations solely on the basis of
operating revenues and is debt free but for its note for $6,260 to an
unaffiliated supplier for its manufacturing facility. The Company's principal
goal 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 except for
expanding R&D costs and there are no known trends in its capital resources.


                                       13
<PAGE>


REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Mammatech Corporation

We have audited the accompanying balance sheet of Mammatech Corporation as of
August 31, 2004, and the related statements of operations, stockholders' equity,
and cash flows for the years ended August 31, 2003 and 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the auditing 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, 2004, and the results of its operations, and its cash flows for the
years ended August 31, 2003 and 2004, in conformity with accounting principles
generally accepted in the United States of America.





Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
December 2, 2004








                                       14
<PAGE>


                              Mammatech Corporation
                                  Balance Sheet
                                 August 31, 2004


                                     ASSETS
                                     ------
Current assets:
  Cash                                                              $   167,844
  Accounts receivable - trade                                            25,745
  Inventory                                                              79,540
                                                                    -----------
      Total current assets                                              273,129
                                                                    -----------

Property and equipment, at cost, net of
  accumulated depreciation of $243,525                                   17,237
                                                                    -----------

Available for sale securities                                           685,756
Patents, trademarks and other intangibles, net of
  accumulated amortization of $36,463                                     4,122
                                                                    -----------
                                                                        689,878

                                                                    $   980,244
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Note payable                                                      $     5,200
  Accounts payable and accrued expenses                                  40,586
  Accounts payable - officers                                             6,630
  Accrued salaries - officers                                           729,859
                                                                    -----------
      Total current liabilities                                         782,275
                                                                    -----------

Stockholders' equity:
 Common stock, $.0001 par value,
  200,000,000 shares authorized, 5,202,625
  shares issued and outstanding                                             520
 Additional paid-in capital                                           2,856,709
 Accumulated (deficit)                                               (2,495,241)
                                                                    -----------
                                                                        361,988
 Treasury stock, at cost, 6,208,500 shares                             (148,051)
                                                                    -----------
                                                                        213,937
Other comprehensive income:
 Valuation allowance for marketable securities                          (15,968)
                                                                    -----------
                                                                        197,969

                                                                    $   980,244
                                                                    ===========

                 See accompanying notes to financial statements.

                                       15

<PAGE>


ITEM 7. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>

                                      Mammatech Corporation
                              Statements of Comprehensive Operations
                               Years Ended August 31, 2003 and 2004


                                                         2003                      2004
                                                         ----                      ----

<S>                                                  <C>                        <C>
Sales, net                                           $   437,365                $   341,078
Cost of sales                                            116,924                    117,612
                                                     -----------                -----------
Gross profit                                             320,441                    223,466

Selling, general and administrative expenses             305,708                    472,962
                                                     -----------                -----------
Income (loss) from operations                             14,733                   (249,496)
                                                     -----------                -----------

Other income and (expense):
  Research and development                               (20,700)                   (14,350)
  Loss on sale of investment securities                  (22,911)                   (15,991)
  Interest and dividend income                            29,010                     34,487
                                                     -----------                -----------
                                                         (14,601)                     4,146
                                                     -----------                -----------

Income (loss) before income taxes                            132                   (245,350)

Provision for income taxes                              (164,780)                      --
                                                     -----------                -----------

Net (loss)                                           $  (164,648)               $  (245,350)
                                                     ===========                ===========

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

 Weighted average shares outstanding                   5,022,625                  5,202,625
                                                     ===========                ===========


  Net (loss)                                         $  (164,648)               $  (245,350)
   Unrealized gain from investments net of
    income taxes                                          62,918                     47,017
                                                     -----------                -----------
  Comprehensive (loss)                               $  (101,730)               $  (198,333)
                                                     ===========                ===========


                         See accompanying notes to financial statements.

                                                16

<PAGE>


                                                          Mammatech Corporation
                                                    Statement of Stockholders' Equity
                                                  Years Ended August 31, 2003 and 2004


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


 Balance August 31, 2002           5,022,625   $       502   $ 2,820,727   $  (145,081)   $  (125,903)   $(2,085,243)   $   462,032

 Increase in market value
            of securities               --            --            --            --           62,918           --           62,918


  Net (loss) for the year               --            --            --            --             --         (164,648)      (164,648)
                                 -----------   -----------   -----------   -----------    -----------    -----------    -----------


 Balance, August 31, 2003          5,022,625           502     2,820,727      (145,081)       (62,985)    (2,249,891)       360,302

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

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


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

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


                                                See accompanying notes to financial statements.


                                                                    17
<PAGE>


                                          Mammatech Corporation
                                        Statements of Cash Flows
                                  Years Ended August 31, 2003 and 2004


                                                                          2003                 2004
                                                                           ----                ----
Net (loss)                                                             $(164,648)            $(245,350)
  Adjustments to reconcile net (loss) to net
   cash provided by (used in) operating activities:
   Depreciation and amortization                                          12,255                12,367
   Common stock issued for services                                         --                  36,000
   Realized loss on marketable securities                                 22,911                15,991
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable 33,436
                                                                                                (4,747)
    (Increase) decrease in other receivables                             (12,581)               12,581
    (Increase) decrease in inventory                                       6,875                (7,969)
    Decrease in other assets                                               9,772                  --
    Decrease in deferred tax asset                                       164,780                  --
    Increase (decrease) in accounts payable and accrued expenses          24,118               108,529
                                                                       ---------             ---------
       Total adjustments                                                 261,566               172,752
                                                                       ---------             ---------
  Net cash provided by (used in)
   operating activities                                                   96,918               (72,598)
                                                                       ---------             ---------

Cash flows from investing activities:
  Purchase of available for sale securities                             (427,296)             (882,643)
  Proceeds from the sale of available for sale securities                 60,694               903,651
  Acquisition of patents                                                  (3,440)                 --
  Acquisition of property and equipment                                   (6,834)               (3,104)
                                                                       ---------             ---------
Net cash provided by (used in) investing activities                     (376,876)               17,904
                                                                       ---------             ---------

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

Decrease in cash                                                        (279,958)              (55,754)
Cash and cash equivalents,
 beginning of period                                                     503,556               223,598
                                                                       ---------             ---------
Cash and cash equivalents,
 end of period                                                         $ 223,598             $ 167,844
                                                                       =========             =========
Supplemental cash flow information:
   Cash paid for interest                                              $    --               $    --
   Cash paid for income taxes                                          $    --               $    --


                               See accompanying notes to financial statements.

                                                    18
</TABLE>

<PAGE>


                              Mammatech Corporation
                          Notes to Financial Statements
                                 August 31, 2004


Note 1. Summary of Significant Accounting Policies

Organization and Operations

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

Reclassifications

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

Inventories

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

Property and Equipment

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

Patents, Trademarks, and Copyrights

Patents, trademarks, and copyrights are amortized using the straight-line method
over their estimated useful economic lives of 10 years. They are stated at cost
less accumulated amortization. Amortization charged to operations was $2,733 and
$4,247 in 2003 and 2004.

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.

                                       19

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


                                       20
<PAGE>


Stock-based Compensation

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

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

Segment Information

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

Income Taxes

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

Advertising

Advertising expenses are charged to expense upon first showing. Amounts charged
to expense were $9,584 and $9,031 for the years ended August 31, 2003 and 2004.

Research and Development

Research and development is charged to operations as incurred.

Recent Accounting Pronouncements

In December 2003, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 104, Revenue Recognition, which supercedes SAB
101, Revenue Recognition in Financial Statements. SAB 104 clarifies existing
guidance regarding revenue contracts that contain multiple deliverables to make
it consistent with Emerging Issues Task Force (EITF) No. 00-21. The adoption of
SAB 104 did not have a material impact on the Company's results of operations or
financial position.


                                       21
<PAGE>


In December 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. (FIN) 46R, a revision to FIN 46, Consolidation of Variable
Interest Entities. FIN 46R clarifies some of the provisions of FIN 46 and
exempts certain entities from its requirements. FIN 46R is effective at the end
of the first interim period ending after March 15, 2004. The adoption of FIN 46R
did not have a material impact on the Company's results of operations or
financial position.

In March 2004, the FASB issued EITF Issue No. 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF
03-1 includes new guidance for evaluating and recording impairment losses on
debt and equity investments, as well as new disclosure requirements for
investments that are deemed to be temporarily impaired. In September 2004, the
FASB issued FASB Staff Position EITF 03-1-1, which delays the effective date
until additional guidance is issued for the application of the recognition and
measurement provisions of EITF 03-1 to investments in securities that are
impaired; however, the disclosure requirements are effective for annual periods
ending after June 15, 2004. Although the Company will continue to evaluate the
application of EITF 03-1, management does not currently believe adoption will
have a material impact on its results of operations or financial position.

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 $1,200 per month plus certain
common costs, which approximates fair market value. Rent expense was $14,400 for
the years ended August 31, 2003 and 2004.

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, 2004.

Through August 31, 2004 the Company accrued an aggregate of $729,859 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 $685,756 and fair market value of $669,788 at August 31, 2004 and are
classified as available for sale as it is the Company's intent to hold them for
an indefinite period of time.

The gross realized losses on sales of available-for-sale securities were $22,911
and $15,991 during the years ended August 31, 2003 and 2004. The adjustment to
unrealized holding (losses) on available-for-sale securities included in


                                       22

<PAGE>


accumulated other comprehensive income as a component of stockholders' equity
decreased by $62,918 and $47,017 during the years ended August 31, 2003 and 2004
and totaled $15,968 at August 31, 2004.

Note 4. Property and Equipment

Property and equipment consists of the following, at cost, at August 31, 2004:

      Furniture and equipment                $244,374
      Leasehold improvements                   16,388
                                             --------
                                              260,762
      Less: accumulated depreciation          243,525
                                             --------
                                             $ 17,237
                                             ========

Depreciation charged to operations was $9,522 and $8,120 during the years ended
August 31, 2003 and 2004.

Note 5. Note Payable

At August 31, 2004 the Company had an unsecured demand note payable due to a
vendor in the principal amount of $5,200 with interest at 8% per annum.

Note 6. Commitments and Contingencies

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

During the year ended August 31, 2003 the Company failed to have the financial
statements included in its Form 10-Q filings reviewed by its independent
auditors as required by Securities and Exchange Commission rules and
regulations.

Note 7. Concentration of Credit Risk/Major Customers

During the year ended August 31, 2004, the Company sales to a single customer
that accounted for approximately 19% of its total sales. This customer was based
in a foreign country.

At August 31, 2004 the Company has $152,157 on deposit in uninsured money market
accounts.

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

The Company made sales to customers located in foreign countries amounting to
$88,354 and $74,818 during the years ended August 31, 2003 and 2004.

Note 8. Grants

The Company received funds from grants for expense reimbursement aggregating
$90,307 and $6,980 for the years ended August 31, 2003 and 2004.


                                       23
<PAGE>


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 had recorded a deferred tax asset during the year ended August 31, 1999,
related to the operating loss carryforward of $170,000 based upon its estimate
of net income before taxes that it expected to generate during the remaining
term of the loss carryforward. During the year ended August 31, 2003, the
Company reversed the unused portion of the deferred tax asset of $164,780 as it
determined that it was more likely than not that the Company would not utilize
this asset in future years.

At August 31, 2004 the deferred tax asset related to the operating loss
carryforwards of approximately $427,000 has been fully reserved. The change in
the valuation allowance was approximately $70,000 during the year ended August
31, 2004.

At August 31, 2004, the Company had net operating loss carryforwards aggregating
approximately $1,257,000, which expire from 2005 through 2024.

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,
                                              2003     2004
                                              ----     ----

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

Note 10. Stockholders' Equity

During September 2003 the Company issued an aggregate of 180,00 shares of common
stock to officers and employees for services. These shares were valued at their
fair market value of $36,000 and charged to operations during the year ended
September 30, 2004.

Note 11. Subsequent Event

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.


                                       24


<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 we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mary B. Sellers. 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, 2004, 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 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.


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

                                       25
<PAGE>


                                    PART III

Item 9. Directors and Executive Officers of the Company

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

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

Mark Kane Goldstein, Ph.D.        66      Chairman of the Board, Vice-President
                                          and Secretary

H. S. Pennypacker, Ph.D.          67      President

Mary Bailey Sellers               56      Treasurer


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

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

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

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

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

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

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

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


                                       26

<PAGE>


     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.

Item 10. Executive Compensation

     The following table sets forth the cash remuneration paid or accrued by the
Company during the fiscal year ended August 31, 2002, 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                    $78,820
as a group
(three persons) (1)

(1)  No executive officer of the Company received more than $42,250.00 in
     compensation during the fiscal year ended August 31, 2004.

Dr. H. S. Pennypacker, Jr., President of the Company, and Dr. Mark Goldstein
received partial compensation associated with their activities on the research
grant during the 2004 fiscal year. In addition, $52,814 was accrued in salary
for Dr. Pennypacker and $40 616 was accrued for Dr. Goldstein. Mary Sellers
receives a salary of $42,250 per year.

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


                                       27

<PAGE>


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

     The following table sets forth, as of Nov. 30, 2004, the number of shares
of common stock owned both of record and beneficially by (I) all persons owning
five percent or more of the outstanding common stock of the Company; (ii) all
directors, and (iii) all officers and directors as a group:

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

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

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

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

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

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

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.


                                       28

<PAGE>


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 Act 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 10-KSB

There were no reports on Form 8-K to be disclosed for the year ended August 31,
2004

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

Financial Statements           Pages 14 to 25

(c)  Reports on Form 8-K. No reports on Form 8-K were filed during the last
quarter of the fiscal year ended august 31, 2004.


3        Articles of Incorporation*

3.1      Articles of Amendment to Articles of  Incorporation*

3.2      By-Laws*

3.3      Amendments to By-Laws*

4        Warrants*

10.1     Patent Assignment Agreements*

10.2     H. S. Pennypacker Assignment*

10.3     Mark Kane Goldstein Assignment*

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

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

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


                                       29
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees

Total audit fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements and review of
financial statements included in our Form 10-QSB will total approximately
$12,000 for 2003 and 2004.

(b) Audit-Related Fees

During fiscal 2003 and 2004 we were not required to incur any additional
audit-related fees in preparation of our financial statements or otherwise (2003
- $nil)

(c) Tax Fees

We engage our principal accountant to assist with the preparation or review of
our annual tax filings. In fiscal 2003 and 2004 we will pay $750.00.

(d) All Other Fees

During fiscal 2003 and 2004 we did not incur any other fees other than assurance
and tax consulting fees disclosed in items 14 (a) and 14 (c) (2003 - $nil)

(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.


                                       30
<PAGE>


                                   SIGNATURES
                                   ----------

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

                                          MAMMATECH CORPORATION

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

Date:  December 16, 2004

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                     December 16, 2004
------------------------
Mark Kane Goldstein
Chairman of the Board


/s/  H. S. Pennypacker                       December 16, 2004
------------------------
H. S. Pennypacker
President and Director


/s/  Mary Bailey Sellers                     December 16, 2004
------------------------
Mary Bailey Sellers
Treasurer



                                       31