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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20001
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File No. 0-11-50
August 31, 2003
MAMMATECH CORPORATION
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(exact name of registrant as specified in its charter)
FLORIDA 59-2181303
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
930 NW 8th Avenue, Gainesville, Florida 32601 (352) 375-0607
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(Address including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Exchange on Which Registered
------------------- ----------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes No x
The aggregate market value of the Company's common stock held by non-affiliates
as of November 30,2003 was $357,274 based on the average bid and asked price. As
of November 30, 2003 there were 100,452,500 shares of the Company's common stock
outstanding. Of this sum, 6,178,500 shares are treasury shares.
Total Number of Pages: 42 Exhibit Index is on Page: 37
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
- -------------------------------
The Company owns all rights to, 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 videotape 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".
2
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.
3
BASIC TRAINING MODEL AND TRAINING
- ---------------------------------
The Company's basic training model is a life-like model of a human female
breast. Its covering is a thin silicone membrane which simulates human skin. The
interior of the model, also made of silicone, closely simulates that of a mature
female breast with respect to granular, glandular, adipose and connective
tissue. Implanted within the model are simulated tumors consisting of extruded
polymers whose firmness matches that of excised tumors. The model is
manufactured in different degrees of firmness and nodularity in order to offer
the trainee a model, which closely resembles her own breast.
A special series of training exercises is used to instruct women in basic
palpation techniques required for manual self-examination for breast anomalies.
The basic approach is to: (1) teach the distinction between the feel of all
varieties of normal breast tissue and that of typical breast tumors, (2) teach a
method of palpation that insures contact with all depths of the trainee's own
breast tissue, and (3) teach a pattern of examination that insures palpation of
all breast tissue.
COMPANY CENTER
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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.
4
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.
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 videocassette, 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 videocassette 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.
5
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
6
MammaCare Method. It is being adopted by medical schools, teaching hospitals,
and a small number of HMO's who are attempting to control costs by taking
advantage of the benefits of competent manual examination of the breast as a
means of early cancer detection. It is being used extensively by the Breast and
Cervical Cancer Screening Programs in the various states and will be the focus
of an expanded training effort by the Company in the near future.
OTHER MARKETING APPROACHES
- --------------------------
It is part of the Company's overall marketing strategy to arrange for the
availability of MammaCare wherever women routinely seek health service. To this
end, the Company has sought to penetrate the institutional market and medical
departments of large corporations. Limited resources have prevented the Company
from pursuing this strategy vigorously; however, the General Electric
Corporation ("GE") has introduced the Professional Learning System into its
Fairfield, Connecticut headquarters facility where it was reportedly well
received. GE has purchased three Learning Systems for use in other facilities.
Additionally, Pacific Bell has purchased a small number of MammaCare Personal
Learning Systems for a trial program aimed at their female employees. Results of
that trial were reported in 1991 and were judged favorable by Pacific Bell
representatives.
The Company has intermittent negotiations ongoing with several other large
corporations to make MammaCare available in their health care facilities. The
Company believes that the addition of the MammaCare Personal Learning System may
offer a more attractive mechanism for providing MammaCare in the workplace.
There can be no assurance, however, that either these negotiations, trial
programs, or related marketing efforts will result in significant revenue for
the Company.
Prior to 1988,the Company retained a Southern California nurse practitioner
as a marketing consultant for MammaCare. She appeared on the first ABC-TV "Home
Show" in February, 1988 where she described the MammaCare Learning System to a
nationwide audience. This individual was employed by a large health care concern
in Beverly Hills, California until 1996 and is a nationally recognized expert on
BSE. That organization now uses MammaCare in all of its breast centers under a
special agreement negotiated during 1992.
Largely as a result of the efforts of this individual, the California
Division of the American Cancer Society adopted several features of MammaCare
for enhancement of their national Special Touch program. Specifically, the
Company provides its patented training models to Special Touch Facilitators who
have undergone training approved by the Company. These individuals may also
purchase the Company's Home Practice Model for use by participants in California
ACS BSE training programs. In November of 1989, the California Division received
an Honors Citation for its Special Touch Program from the National Office of the
American Cancer Society. To date, the Company has shipped over $100,000 worth of
products to California ACS chapters or affiliated individuals under this
arrangement.
7
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 ( 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.
8
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 during the decade of the 70's. 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:
- -----------------------------------------------------------------------------------------------------------------
Patent No. or Issue date or Expiration Date Subject Matter
Application No. Filing Date
- -----------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------
9
(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:
10
- ---------------- -------------------------- -------------------- ---------------
Type of Mark Mark Registration Number Status
- ---------------- -------------------------- -------------------- ---------------
U.S. Trademark The MammaCare Method & 1,288,296 Issued 7/31/84
Design
U.S. trademark The Mammatech Corporation 1,305,388 Issued 11/13/84
U.S. Trademark MammaKit 1,317,844 Issued 2/5/85
U.S. Trademark MammaTrainer & Design 1,310,897 Issued 12/25/84
U.S. Trademark MammaTest & Design 1,303,689 Issued 11/6/84
U.S. Trademark M & Design 1,310,918 Issued 12/25/84
U.S. Trademark Hand Design 1,357,256 Issued 8/27/85
U.S. Trademark MammaCare 1,445,641 Issued 6/30/87
- ---------------- -------------------------- -------------------- ---------------
COPYRIGHTS
- ----------
- --------------------- ---------------------------- -------------------- ----------------------
Type Name Registration Number Effective for:
- --------------------- ---------------------------- -------------------- ----------------------
Advertising Brochure What Am I Supposed to Feel? TX1-199-545 75 years from 9/29/83
Test Form MammaTest TX1-234-492 75 years from 12/14/83
Instructional Manual The MammaCare Method TX1-259-524 75 years from 12/29/83
- --------------------- ---------------------------- -------------------- ----------------------
ITEM 2. PROPERTIES
- ------------------
The Company's facilities house its executive offices and MammaCare Center.
Located at 930 N.W. 8th Avenue, Gainesville, Florida, the Company's offices are
approximately 2,700 square feet. Rent is $1295.25 per month plus utilities.
These facilities are adequate for the Company's current business operations. The
Company does not anticipate difficulties in obtaining additional office
facilities in Gainesville at comparable rates should operations expand
sufficiently. The Company rents these facilities from an unrelated party on a
month-to-month basis.
The Company owns a completely equipped modular factory unit that is housed
within a building owned by RTS Laboratories, Inc. (RTS), a non-affiliated
organization located in Alachua, Florida. RTS supplies personnel and
manufactures the Company's models under contract, using the Company's modular
facility, materials, and equipment.
11
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.
12
PART II
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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
- --------------------------------------------------------------------------------
13
(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, 2003, there were approximately
3,800 record holders of the Company's common stock with 100,452,500 shares
outstanding, of which 6,178,500 shares are treasury stock.
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
Summary of Consolidated Statements of Operations
- ------------------------------------------------
YEAR ENDED Aug.31, Aug.31, Aug.31,
2003 2002 2001
---------- ---------- ----------
Revenues from Operations 437,365 367,771 539,414
Net Income (Loss) (164,648) (194,304) 12,521
Income (Loss) per Common Share 0 0 0
---------- ---------- ----------
Summary of Consolidated Balance Sheet
- -------------------------------------
YEAR ENDED Aug.31, Aug.31,
2003 2002
---------- ----------
Total Assets 1,035,108 1,112,720
Total Liabilities 674,806 650,688
Shareholder's Equity 360,302 462,032
---------- ----------
During these periods, no cash dividends were declared or paid.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT
OF OPERATIONS
- -------------------------------------------------------------------------------
Results of Operations
---------------------
Sales for 2003 increased by 19% over the previous year but remained 18%
below the 2001 sales total of $539,414, the highest in the Company's history.
Export sales of $88,354 increased by 107% over the previous year and account for
20% of the total compared to 11.6% in 2002. The increase in foreign sales was
due to expansion of the marketing program in Germany and a substantial purchase
by a French health care organization. The increase in foreign sales accounts for
65.6% of the total increase in sales; domestic sales are slowly recovering from
the impact of the events of September 11, 2001, including the subsequent
economic downturn. 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.
[OBJECT OMITTED]
Figure 1. Annual sales: 1987-2003
The Company's operating expense decreased by 35% in comparison to 2002 and
by 18% with respect to the 2001 figure. This large reduction is due in part to
assignment of certain personnel costs to the SBIR grant and in part to the fact
that royalties on the original patents are no longer being accrued because the
related patents have expired.
The operating loss of $164,648 is 15% smaller than last year. It is
accounted for by a $164,780 provision for income taxes since the Company does
not anticipate using its tax loss carryforward. The Company's pretax net income
for the year was $132, a substantial improvement from the ($192,094) figure for
the previous year.
During the year, the Company continued to expand its marketing program
through direct mail and catalogue distribution. Several targeted mailings
offering special prices on product combinations were found to be especially
effective.
The emphasis on clinical breast examination evident in the medical
literature continued to intensify during the current year. Thus, the demand for
professional training in MammaCare has again increased. During the year, the
Company trained 35 new MammaCare Specialists and recognized that this aspect of
its activities must be greatly expanded if it is to meet even a portion of the
demand. Accordingly, the Company has altered its training strategy and is now
creating MammaCare Training Centers which are being located primarily in medical
schools, nursing schools, and other health care professional training
institutions. Three such Centers are already in various stages of operation and
15
negotiations are under way for several more. The concept underlying the Centers
is one of partnership; the Centers will enjoy the use of the Company's logos and
trademarks in awarding Certificates to individuals completing programs in
accordance with strict standards characteristic of MammaCare training since the
Company's inception. Each trainee awarded a Certificate by a Center represents
revenue to the Company in the form of equipment sales and registration fees.
There can be no assurance that this source of revenue will ever become
substantial or that many institutions will elect to become MammaCare Training
Centers. At the moment, however, the idea has been well received by members of
the breast health community.
The Company also introduced an intensive one-day training program leading
to Certification in the MammaCare Method of Clinical Breast Examination. At this
writing, four 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.
Medical professionals seeking MammaCare Professional Training represent a
variety of health care organizations. Many are associated with the U.S. Centers
for Disease Control, Breast and Cervical Cancer Project (BCCP) and other federal
and state facilities. Others come from military facilities. We anticipate that
the flow of trainees from these sources will increase as ease of arranging
training through regional MammaCare Training Centers becomes possible.
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 videotape and printed materials. The
distributor continues an extensive promotional campaign in both the electronic
and print media. The distributor is now actively marketing and modest sales are
continuing.
Last year, we reported that discussions concerning formation of a MammaCare
training center in Germany were in the beginning stages. A MammaCare Training
Center officially opened in the Department of Gynecology of Wolfgang Goethe
University in Frankfurt shortly after the beginning of the current fiscal year.
Its activities are largely responsible for the increment in foreign sales
discussed above. Another program is being developed in Munich and may be
operational by early 2004.
Finally, the Company has completed the first year of an SBIR Phase I grant
to explore the feasibility of extending MammaCare to meet the challenge of
training professionals to conduct proficient CBE on women with physical
disabilities. Specialized equipment and procedures are being developed to create
a technique that is functionally equivalent to standard MammaCare for normal
women.
16
Liquidity
---------
At the close of the 2003 fiscal year, the Company's assets totaled
$1,035,108 compared to $1,112,720 at the close of 2002. A portion of this
reduction is due to the tax loss carry forward adjustment mentioned above. 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 and there
are no known trends in its capital resources.
ITEM 8. FINANCIAL STATEMENTS - (SEE FOLLOWING PAGES)
- -----------------------------
17
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, 2002, and the related statements of operations, stockholders' equity,
and cash flows for the years ended August 31, 2002 and 2001. 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 auditing standards generally accepted
in the United States of America. 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, 2002, and the results of its operations, and its cash flows for the
years ended August 31, 2002 and 2001, in conformity with generally accepted
accounting principles.
/s/ James E. Scheifley & Associates, P.C.
- -----------------------------------------
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Dillon, Colorado
October 3, 2002
18
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, 2003, and the related statements of operations, stockholders' equity,
and cash flows for the year ended August 31, 2003. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mammatech Corporation as of
August 31, 2003, and the results of its operations, and its cash flows for the
year ended August 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Stark Winter Schenkein & Co., LLP
- -------------------------------------
Stark Winter Schenkein & Co., LLP
Certified Public Accountants
Denver, Colorado
November 5, 2003
19
Mammatech Corporation
Statements of Comprehensive Operations
Years Ended August 31,
- ---------------------------------------------------------------------------------------------------
2003 2002 2001
- ---------------------------------------------------------------------------------------------------
Sales, net $ 437,365 $ 367,771 $ 539,414
Cost of sales 116,924 118,168 128,318
Gross profit 320,441 249,603 411,096
Selling, general and administrative expenses 305,708 468,959 441,257
Income (loss) from operations 14,733 (219,356) (30,161)
Other income and (expense):
Interest expense 0 0 (1,624)
Research and development (20,700) 0 0
(Loss) on sale of investment securities (22,911) 0 0
Interest and dividend income 29,010 27,262 46,516
(14,601) 27,262 44,892
Income (loss) before income taxes 132 (192,094) 14,731
Provision for income taxes (164,780) (2,210) (2,210)
Net income (loss) $ (164,648) $ (194,304) $ 12,521
Basic and fully diluted earnings per share:
Net income (loss) $ (0.00) $ (0.00) $ 0.00
Weighted average shares outstanding 100,452,500 100,452,500 100,452,500
Net income (loss) $ (164,648) $ (194,304) $ 12,521
Unrealized gain (loss) from investments net of
income taxes 62,918 (27,896) (27,986)
Comprehensive income (loss) $ (101,730) $ (222,200) $ (15,465)
- ---------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
20
Mammatech Corporation
Balance Sheets
August 31,
- --------------------------------------------------------------------------------
ASSETS 2003 2002
- --------------------------------------------------------------------------------
Current assets:
Cash $ 223,598 $ 503,556
Available for sale securities 675,738 269,129
Accounts receivable - trade, net of allowance for
doubtful accounts of $18,825 and $7,908 20,998 54,434
Accounts receivable - other 12,581 0
Inventory 71,571 78,446
Deferred tax asset - current portion 0 5,100
Total current assets 1,004,486 910,665
Property and equipment, at cost, net of
accumulated depreciation of $235,404 and $225,882 21,963 24,651
Deferred tax asset - non-current portion 0 159,680
Patents, trademarks and other intangibles, net of
accumulated amortization of $88,372 and $85,639 8,659 17,724
$ 1,035,108 $ 1,112,720
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Note payable $ 6,260 $ 6,260
Accounts payable and accrued expenses 33,821 96,303
Accounts payable - officers 6,630 6,630
Accrued salaries - officers 628,095 541,495
Total current liabilities 674,806 650,688
Stockholders' equity:
Common stock, $.0001 par value,
200,000,000 shares authorized,
100,452,500 shares issued and outstanding 10,046 10,046
Additional paid-in capital 2,811,183 2,811,183
Accumulated (deficit) (2,249,891) (2,085,243)
571,338 735,986
Treasury stock, at cost, 6,178,500 shares (148,051) (148,051)
423,287 587,935
Other comprehensive income:
Valuation allowance for marketable securities (62,985) (125,903)
360,302 462,032
$ 1,035,108 $ 1,112,720
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
21
Mammatech Corporation
Statement of Stockholders' Equity
Years Ended August 31, 2001, 2002 and 2003
Valuation
Additional Allowance
Common Paid-in Treasury for Marketable Accumulated
Shares Amount Capital Stock Securities (Deficit) Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, August 31, 2000 100,452,500 $ 10,046 $ 2,811,183 $ (148,051) $ (22,453) $(1,903,460) $ 747,265
(Decrease) in market value 0 0 0 0 (42,403) 0 (42,403)
of securities
Net income for the year 0 0 0 0 0 12,521 12,521
Balance, August 31, 2001 100,452,500 10,046 2,811,183 (148,051) (64,856) (1,890,939) 717,383
(Decrease) in market value 0 0 0 0 (61,047) 0 (61,047)
of securities
Net (loss) for the year 0 0 0 0 0 (194,304) (194,304)
Balance, August 31, 2002 100,452,500 10,046 2,811,183 (148,051) (125,903) (2,085,243) 462,032
Increase in market value of 0 0 0 0 62,918 0 62,918
securities
Net (loss) for the year 0 0 0 0 0 (164,648) (164,648)
Balance, August 31, 2003 100,452,500 $ 10,046 $ 2,811,183 $ (148,051) $ (62,985) $(2,249,891) $ 360,302
- ----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
22
Mammatech Corporation
Statements of Cash Flows
Years Ended August 31,
- ------------------------------------------------------------------------------------------------
2003 2002 2001
---- ---- ----
- ------------------------------------------------------------------------------------------------
Net income (loss) $(164,648) $(194,304) $ 12,521
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 12,255 13,485 16,788
Realized (loss) on marketable securities (22,911) 0 0
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 33,436 74,427 (42,877)
(Increase) in accounts receivable - other (12,581) 0 0
(Increase) in available for sale securities 0 (112,268) (86,237)
Decrease in inventory 6,875 27,002 36,237
(Increase) decrease in other assets 9,772 (1,875) (3,424)
Decrease in deferred tax asset 164,780 2,210 2,210
Increase in accounts payable and accrued expenses 24,118 125,606 125,323
Total adjustments 215,744 128,587 48,020
Net cash provided by (used in) operating activities 51,096 (65,717) 60,541
Cash flows from investing activities:
Purchase of available for sale securities (381,237) 0 0
Proceeds from the sale of available for sale securities 60,457 0 0
Acquisition of patents (3,440) 0 0
Acquisition of property and equipment (6,834) (8,781) (23,866)
Net cash (used in) investing activities (331,054) (8,781) (23,866)
Cash flows from financing activities:
Repayment of note payable 0 0 (476)
Net cash (used in) financing activities 0 0 (476)
Increase (decrease) in cash (279,958) (74,498) 36,199
Cash and cash equivalents, beginning of period 503,556 578,054 541,855
Cash and cash equivalents, end of period $ 223,598 $ 503,556 $ 578,054
- ------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
23
Mammatech Corporation
Statements of Cash Flows
Years Ended August 31,
- ---------------------------------------------------------------------------------
2003 2002 2001
---- ---- ----
- ---------------------------------------------------------------------------------
Supplemental cash flow information:
Cash paid for interest $ 0 $ 0 $ 1,624
Cash paid for income taxes $ 0.00 $ 0.00 $ 0.00
Non-cash investing and financing activities:
Increase (decrease) in investment valuation reserve $62,918 $61,047 $42,403
- ---------------------------------------------------------------------------------
See accompanying notes to financial statements.
24
Mammatech Corporation
Notes to Financial Statements
August 31, 2003
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 years 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.
Revenue recognition:
The Company recognizes revenue on the sales of its products at the time of
shipment. The Company recognizes revenue from services at the time the services
are completed.
Grants:
The Company accounts for funds received under grants for cost reimbursement as a
reduction in the related costs.
Accounts Receivable:
Accounts receivable are stated at estimated net realizable value. Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances. Accounts receivable are stated net of an allowance of
$18,825.
25
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 basic earnings per share are computed by dividing net income for the period
by the weighted average number of common shares outstanding for the period.
Basic income per share is unchanged on a diluted basis.
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.
During the year the Company maintained cash deposits at financial institutions
in excess of the $100,000 limit covered by the Federal Deposit Insurance
Corporation.
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.
26
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, $8,186 and $6,226 for the years ended August 31, 2003,
2002 and 2001, respectively.
Recent Accounting Pronouncements:
In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet. Further,
SFAS 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.
In December 2002, the FASB issued SFAS 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS 123." SFAS 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation from the
intrinsic value-based method of accounting prescribed by APB 25. As allowed by
SFAS 123, the Company has elected to continue to apply the intrinsic value-based
method of accounting, and has adopted the disclosure requirements of SFAS 123.
The Company currently does not anticipate adopting the provisions of SFAS 148.
27
In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the recognition
of costs associated with exit or disposal activities. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS 146 supercedes previous accounting guidance provided by the EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The adoption of SFAS 146 by the Company did not
have a material impact on the Company's financial position, results of
operations, or cash flows.
In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify those gains and losses. The provisions of SFAS 145 related to the
classification of debt extinguishment are effective for years beginning after
May 15, 2002. The adoption of SFAS 145 by the Company did not have a material
impact on the Company's financial position, results of operations, or cash
flows.
In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the Company's financial statements.
In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 provides new guidance on the
recognition of impairment losses on long-lived assets with definite lives to be
held and used or to be disposed of and also issued the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's financial position, results of operations, or
cash flows.
In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
28
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS 143 did not have a material impact on the Company's financial
position, results of operations or cash flows.
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets,"
which provides for non-amortization of goodwill and intangible assets that have
indefinite useful lives, annual tests of impairments of those assets and interim
tests of impairment when an event occurs that more likely than not has reduced
the fair value of such assets. The statement also provides specific guidance
about how to determine and measure goodwill impairments, and requires additional
disclosure of information about goodwill and other intangible assets. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial statements at that date. Goodwill
and intangible assets acquired after June 30, 2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company's
adoption of the provisions of SFAS 142 did not have a material impact on the
Company's financial position, results of operations or cash flows.
In June 2001, the FASB issued SFAS 141, "Business Combinations," which is
effective for all business combinations initiated after June 30, 2001. SFAS 141
requires companies to account for all business combinations using the purchase
method of accounting, recognize intangible assets if certain criteria are met,
as well as provide additional disclosures regarding business combinations and
allocation of purchase price. The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or cash flows.
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 $14,040,
$15,360, and $15,069 for the years ended August 31, 2003, 2002, and 2001,
respectively.
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, 2003.
Through August 31, 2003 the Company accrued an aggregate of $628,095 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.
29
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 the following at August 31, 2003:
Mutual funds with a cost basis of $685,864 and fair market value of $622,508
Common stocks with a cost basis of $52,859 and a fair market value of $53,230
The gross realized losses on sales of available-for-sale securities were $22,911
during the year ended August 31, 2003. The adjustment to unrealized holding
(losses) on available-for-sale securities included in accumulated other
comprehensive income as a component of stockholders' equity decreased by $62,918
during the year ended August 31, 2003 and totaled $62,985 at August 31, 2003.
During the year ended August 31, 2002 the Company increased its investment in a
high-income mutual fund by $112,267. The aggregate market value of the funds
amounted to $269,129 at August 31, 2002. The accumulated amount of net
unrealized holding (losses) applicable to these securities has been included as
a separate component of stockholders' equity in the accompanying balance sheet.
This amount was ($125,903) at August 31, 2002 and the change in net unrealized
holding (losses) for the year ended August 31, 2002 amounted to $(61,047).
During the year ended August 31, 2001 the Company increased its investment in a
high-income mutual fund by $86,237. The aggregate market value of the funds
amounted to $217,908 at August 31, 2001. The accumulated amount of net
unrealized holding (losses) applicable to these securities has been included as
a separate component of stockholders' equity. This amount was ($64,856) at
August 31, 2001 and the change in net unrealized holding (losses) for the year
ended August 31, 2001 amounted to $(42,403).
Note 4. Property and Equipment
Property and equipment consists of the following, at cost, at August 31:
2002 2003
-------- --------
Furniture and equipment $234,398 $241,232
Leasehold improvements 16,135 16,135
-------- --------
250,533 257,367
Less: accumulated depreciation 225,882 235,404
-------- --------
$ 24,651 $ 21,963
======== ========
30
Depreciation charged to operations was $9,522, $10,418, and $10,869 during the
years ended August 31, 2003, 2002, and 2001, respectively.
Note 5. Note Payable
At August 31, 2003 the Company had an unsecured demand note payable due to a
vendor in the principal amount of $6,260 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 years ended August 31, 2003, 2002 and 2001, the Company had no single
customer that accounted for more than 10% of its total sales.
At August 31, 2003 the Company has $193,492 on deposit in uninsured money market
accounts.
The Company currently utilizes a single manufacturer for its breast models.
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, $42,878 and $0 during the years ended August 31, 2003, 2002 and 2001,
respectively.
Note 8. Grants
The Company received funds from grants for expense reimbursement aggregating
$90,307, $9,712 and $38,557 for the years ended August 31, 2003, 2002 and 2001,
respectively.
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
31
the periods in which the temporary differences are expected to reverse. The
Company has 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 expects to generate during the remaining term
of the loss carryforward ($500,000). The Company has provided a reserve of
approximately $175,000 for the asset related to the portion of the loss
carryforward that more likely than not will not be utilized in future years.
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, 2003 the deferred tax asset related to the operating loss
carryforwards of $316,000 has been fully reserved.
At August 31, 2003, the Company had net operating loss carryforwards aggregating
approximately $928,000, which expires as follows:
2004: $ 233,000 2008: $ 74,000
2005: $ 280,000 2009: $ 16,000
2007: $ 131,000 2022: $ 194,000
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 2002 2001
---- ---- ----
Tax at federal statutory rates 34% 34% 34%
Surtax exemption (19) (19) (19)
Operating loss carryforward (15) (15) (15)
--- --- ---
- % - % - %
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- -----------------------------------------------------------------------
On August 28, 2003, the Registrant changed accountants from James E. Scheifly &
Associates, PA to Stark, Winter, Schenkein & Co., LLP, 7535 East Hampden Ave.,
Suite 109, Denver, CO 80231.
James E. Scheifly & Associates, PA elected not to stand for reappointment as the
Company's independent accountant;
The financial statements reported on by James E. Scheifly & Associates, PA were
not subject to an adverse or qualified opinion, or a disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting principles during
the past two fiscal years, and the interim period through August 28, 2003;
32
The decision to change accountants was approved by the Registrant's Board of
Directors; and
There were no disagreements related to accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the past
two fiscal years and the interim period through August 28, 2003.
On August 28, 2003 the Registrant engaged Stark, Winter, Schenkein & Co., LLP,
as its independent accountants.
The Registrant did not consult with Stark, Winter, Schenkein & Co., LLP, its new
independent accountants, regarding any matter prior to its engagement.
33
PART III
Item 10. Directors and Executive Officers of the Company
- --------------------------------------------------------
The following persons are the executive officers and directors of the Company.
Name Age Position with the Company
- ---- --- -------------------------
Mark Kane Goldstein, Ph.D. 65 Chairman of the Board, Vice-President and
Secretary
H. S. Pennypacker, Ph.D. 66 President
Mary Bailey Sellers 55 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
34
for Behavior Analysis, the Society for Advancement of Behavior Analysis, and the
Florida Association for Behavior Analysis. He serves as a member of the Board of
Trustees of the Cambridge Center for Behavioral Studies and was recently elected
Chairman of its newly formed Board of Directors. On August 10, 1990, Dr.
Pennypacker received an award from the California Division of the American
Cancer Society in recognition of his "...pioneering contribution to breast
self-examination education."
Dr. Pennypacker received a B.A. and an M.A. from the University of Montana
in 1958 and 1960, respectively, and a Ph.D. from Duke University in 1962. All
degrees were in Psychology.
Mary Bailey Sellers
- -------------------
Mary Bailey Sellers has been employed as Controller by the Company since
September 1985. She was appointed Treasurer in August 1986. From April 1978
through November 1984, she was employed by Barnett Bank of Alachua County, N.A.,
and a predecessor bank as Vice President--commercial loans. Mrs. Sellers devoted
her time to her family from December 1984 through August 1985.
Mrs. Sellers received a B.A. in English and History in 1970 from Barry
College.
Item 11. Executive Compensation
- -------------------------------
The following table sets forth the cash remuneration paid or accrued by the
Company during the fiscal year ended August 31, 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 $91,012
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 31,2003.
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 2003 fiscal year. In addition, $50,780 was accrued in salary
for Dr. Pennypacker and $36,020 was accrued for Dr. Goldstein. Mary Sellers
receives a salary of $42,250.00 per year.
35
All directors receive reimbursement of expenses but no fees for serving as
directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
The following table sets forth, as of August 31, 2003, the number of shares
of common stock owned both of record and beneficially by (I) all persons owning
five percent or more of the outstanding common stock of the Company; (ii) all
directors, and (iii) all officers and directors as a group:
Shares of Percentage of
Stock Owned Outstanding Shares
----------- ------------------
Mark Kane Goldstein, Ph.D. (2) 26,516,000 26.4%
930 N.W. 8th Avenue
Gainesville, Florida 32601
H. S. Pennypacker, Ph.D. 25,800,000 25.7%
930 N.W. 8th Avenue (1)(2)
Gainesville, Florida 32601
Mary Bailey Sellers 400,000 4.0%
930 N.W. 8th Avenue
Gainesville, Florida 32601
All Officers and Directors
as a group (1)(2)
(1) All shares owned by Dr. Pennypacker are owned by himself and his wife as to
which Dr. Pennypacker has shared investment and voting power.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
36
PART V
------
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
- ---------------------------------------------------------------------------
(a) The following documents are filed as part of this Report on Form 10-K.
Financial Statements Pages 17 to 32
(b) Reports on Form 8-K: An 8-K was filed on August 28, 2003 related to change
in accountants.
(c) Exhibit Index: None
3 Articles of Incorporation*
3.1 Articles of Amendment to Articles of Incorporation*
3.2 By-Laws*
3.3 Amendments to By-Laws*
4 Warrants*
10.1 Patent Assignment Agreements*
10.2 H. S. Pennypacker Assignment*
10.3 Mark Kane Goldstein Assignment*
*Contained in the Company's registration statement of Form S-18 filed in October
27, 1982.
**Contained in Amendment No. 1 to the Company's registration statement on Form
S-18 filed on November 13, 1982.
***Contained in Amendment No. 3 to the Company's registration statement on Form
S-18 filed on November 9, 1982.
37
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: November 30, 2003
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 November 30, 2003
- ------------------------
Mark Kane Goldstein
Chairman of the Board
/s/ H. S. Pennypacker November 30, 2003
- ---------------------
H. S. Pennypacker
President and Director
/s/ Mary Bailey Sellers November 30, 2003
- -----------------------
Mary Bailey Sellers
Treasurer
38