Attached files
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| EX-32.1 - EXHIBIT 32.1 - WOD Retail Solutions, Inc. | ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - WOD Retail Solutions, Inc. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 30, 2010
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to _______
Commission File Number: 0-11050
Mammatech Corporation
(Exact Name of Registrant as Specified in its Charter)
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Florida
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59-2181303
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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930 NW 8 th Ave Gainesville, Florida 32601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (352) 375-0607
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N/A
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Former name, former address, and former fiscal year, if changed since last report
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 52,409,888 shares of common stock, par value $0.0001, outstanding as of January 14, 2011.
MAMMATECH CORPORATION
Index
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Page
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Part I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Balance Sheets at November 30, 2010 (unaudited) and August 31, 2010
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3
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Statements of Comprehensive Operations for the three months ended November 30, 2010 and 2009 (unaudited)
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4
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Statements of Cash Flows for the three months ended November 30, 2010 and 2009 (unaudited)
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5
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||
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Notes to Financial Statements (unaudited)
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operation
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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
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Controls and Procedures
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11
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Part II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults upon Senior Securities
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12
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Item 4.
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(Removed and Reserved).
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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SIGNATURES
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13
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- 2 -
PART I - FINANCIAL INFORMATION
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Mammatech Corporation
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||||||||
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Balance Sheets
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November 30,
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August 31,
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|||||||
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2010
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2010
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(Unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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204,485
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$
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75,775
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Accounts receivable - trade
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3,256
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24,095
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Inventory
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3,364
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-
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Total current assets
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211,105
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99,870
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Property and equipment, at cost, net of accumulated depreciation of $201,102 and $199,066
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217,695
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219,731
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Available for sale securities
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276,804
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396,039
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Other assets
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9,762
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762
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286,566
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396,081
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TOTAL ASSETS
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$
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715,366
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$
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716,402
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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||||||||
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Current liabilities:
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||||||||
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Accounts payable and accrued expenses
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$
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46,390
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$
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16,760
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||||
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Accounts payable and accrued salaries - officers
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1,449,538
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1,417,038
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Total current liabilities
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1,495,928
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1,433,798
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Stockholders' (deficit):
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Common stock, $.0001 par value,
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200,000,000 shares authorized, 52,409,888 issued and outstanding at November 30, 2010,
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52,713,813 issued and 52,409,888 outstanding at August 31, 2010
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5,241
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5,272
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Additional paid-in capital
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2,771,809
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2,919,829
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Accumulated (deficit)
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(3,557,294
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)
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(3,486,100
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)
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(780,244
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)
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(560,999
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)
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Treasury stock, at cost, 303,925 shares
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-
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(148,051
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)
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(780,244
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)
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(709,050
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)
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Other comprehensive income:
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Unrealized gain (loss) on marketable securities
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(318)
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(8,346
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)
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|||||
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(780,562
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)
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(717,396
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$
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715,366
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$
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716,402
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The accompanying notes are an integral part of the financial statements
- 3 -
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Mammatech Corporation
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Statements of Comprehensive Operations
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Three Months Ended November 30, 2010 and 2009
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| (Unaudited) |
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2010
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2009
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Sales, net
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$
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52,010
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$
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74,717
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Cost of sales
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30,717
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24,125
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Gross profit
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21,293
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50,592
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Selling, general and administrative expenses
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101,741
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104,417
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(Loss) from operations
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(80,448)
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(53,825)
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)
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Other income and (expense):
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Gain on sale of investment securities
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4,033
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7,836
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Interest and dividend income
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5,221
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7,345
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9,254
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15,181
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(Loss) before income taxes
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(71,194)
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(38,644)
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)
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|||||
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Provision for income taxes
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-
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-
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||||||
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Net (loss)
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$
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(71,194)
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$
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(38,644)
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)
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Basic and fully diluted earnings per share:
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Net (loss)
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$
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(0.00)
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$
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(0.01)
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)
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Weighted average shares
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52,409,888
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5,427,625
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Net (loss)
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$
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(71,194)
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$
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(38,644)
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)
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Unrealized gain from investments, net of income taxes
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8,028
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13,617
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|||||
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Comprehensive (loss)
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$
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(63,166)
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$
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(25,027)
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)
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The accompanying notes are an integral part of the financial statements
- 4 -
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Mammatech Corporation
Statements of Cash Flows
Three Months Ended November 30, 2010 and 2009
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(Unaudited)
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2010
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2009
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Net (loss)
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$ | (71,194 | ) | $ | (38,644 | ) | ||
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Adjustments to reconcile net (loss) to net
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||||||||
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cash (used in) operating activities:
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Depreciation and amortization
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2,036 | 7,416 | ||||||
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Gain on sale of marketable securities
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(4,033 | ) | (7,836 | ) | ||||
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Changes in assets and liabilities:
(Increase) decrease in accounts receivable, trade
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20,839 | (10,375 | ) | |||||
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(Increase) in inventory
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(3,364 | ) | (36 | ) | ||||
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Decrease in other assets
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(9,000 | ) | 500 | |||||
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Increase in accounts payable and accrued salaries - officers
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29,630 | 24,958 | ||||||
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Increase (decrease) in accounts payable and accrued expenses
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32,500 | 9,222 | ||||||
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Net cash (used in) operating activities
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(2,586 | ) | (14,795 | ) | ||||
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Cash flows from investing activities:
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||||||||
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Purchase of available for sale securities
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(108,114 | ) | (61,941 | ) | ||||
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- | |||||||
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Proceeds from the sale of available for sale securities
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239,410 | 75,000 | ||||||
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Net cash provided by investing activities
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131,296 | 32,230 | ||||||
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Cash flows from financing activities:
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Net cash provided by financing activities
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- | - | ||||||
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Increase in cash and cash equivalents
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128,710 | 17,435 | ||||||
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Cash and cash equivalents,
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||||||||
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beginning of period
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75,775 | 31,144 | ||||||
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Cash and cash equivalents,
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end of period
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$ | 204,485 | $ | 48,579 | ||||
The accompanying notes are an integral part of the financial statements
- 5 -
NOTES TO FINANCIAL STATEMENTS
November 30, 2010
(UNAUDITED)
(1) Basis of Presentation and Organization
The accompanying unaudited condensed financial statements of Mammatech Corporation (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.
These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. Operating results for the three months ended November 30, 2010 are not necessarily indicative of the results that may be expected for the year ending August 31, 2011.
The Company recommends that the accompanying condensed financial statements for the interim period be read in conjunction with the Company's financial statements for the year ended August 31, 2010 included in the Company's Annual Report on Form 10-K.
Organization
Mammatech Corporation was incorporated in the State of Florida on November 23, 1981, and holds patents on a breast tumor detection training system. We are engaged in the sale of a patented breast tumor detection training system the MammaCare System™ (“MammaCare”). Using life-like models of a human female breast, MammaCare is designed to train individuals to perform effective manual breast examination. MammaCare breast models are the medical standard for training clinicians and women to perform effective breast examinations. The models contain simulated tumors of varying sizes, and polymers that simulate normal breast nodularity, or "lumpiness," that characterizes most breast tissue.
Going Concern
Since inception, the Company and has a cumulative net loss of $3,557,294. The Company currently has only limited working capital with which continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
(2) Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from these estimates.
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
- 6 -
Cash and Cash Equivalents
Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase.
Fair Value of Financial Instruments
On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
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·
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Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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·
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Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
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·
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Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
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The fair value of the Company's cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured.
Net Loss Per Share
Basic loss per share (EPS) is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.
Comprehensive Loss
Comprehensive loss is defined as all changes in stockholders' equity, exclusive of transactions with owners, such as capital investments. Comprehensive loss includes net loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the quarter ended November 30, 2010, the Company's comprehensive loss was $63,166.
Recently Issued Accounting Pronouncements
Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.
(3) Reclassifications
Certain reclassifications have been made to the prior year financial statements in order to conform to current year presentation.
(4) Inventory
Inventory is stated at the lower of cost, determined on a first in, first out basis, or market value. Inventory consists principally of finished goods and packaging materials.
- 7 -
(5) Available For Sale Securities
At November 30, 2010 and August 31, 2010, marketable securities consisted of mutual funds and equity securities with a fair market value of $276,804 and $396,039, respectively. The cost basis of these securities was $277,122 and $404,385, respectively.
The unrealized holding losses on available-for-sale securities included in accumulated other comprehensive income as a component of stockholders' equity decreased by $8,028 during the three months ended November 30, 2010.
(6) Treasury Stocks
During the quarter ended November 30, 2010, the Company cancelled 303,925 shares of treasury stock.
(7) Subsequent Events
The Company has evaluated all transactions subsequent to the balance sheet date of November 30, 2010, through the date of issuance of these financial statements and has determined that there are no subsequent events that require disclosure.
- 8 -
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the accompanying financial statements and notes thereto included within this Quarterly Report on Form 10-Q. In addition to historical information, the information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “ may ”, “ will ”, “ should ”, “ expect ”, “ plan ”, “ intend ”, “ anticipate ”, “ believe ”, estimate ”, “ predict ”, “ potential ” or “ continue ”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors described in this Quarterly Report, including the risk factors accompanying this Quarterly Report, and, from time to time, in other reports the Company files with the Securities and Exchange Commission. These factors may cause the Company’s actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Company Background
We are engaged in the sale of a patented breast tumor detection training system the MammaCare System™ (“MammaCare”). Using life-like models of a human female breast, MammaCare is designed to train individuals to perform effective manual breast examination. MammaCare breast models are the medical standard for training clinicians and women to perform effective breast examinations. The models contain simulated tumors of varying sizes, and polymers that simulate normal breast nodularity, or "lumpiness," that characterizes most breast tissue.
Although a woman or clinician 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 a critical step in early diagnosis of malignancies. Thus, we believe that by training women to palpate the breast model (and their own breasts) properly, the MammaCare will lead to early detection of breast cancer and thus reduce morbidity and mortality due to this disease.
MammaCare is available in several forms, all of which contain at least one of our breast models. Originally, a client was given private training, after which she was provided with a take-home breast model and other materials. Now, women can view a video tape developed by us that teaches the proper use of the model(s) and how to perform an extremely thorough breast 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.
Our primary marketing strategy is designed to encourage sales through physicians, hospitals diagnostic centers, and more recently, directly to women. Under this marketing approach, health care providers purchase the MammaCare Professional Learning System directly from us. Our sole revenues come from the sales of MammaCare Systems and any accompanying trainings.
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 of 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.
Over 1,000 physicians, hospitals and diagnostic centers throughout the United States use MammaCare breast models and training programs to teach physicians, medical students, nurses, nursing students, radiological technologists, and women to perform proficient breast examination. No assurances can be given that the Company’s marketing approach will be successful. For the Company to achieve profitability, MammaCare must be provided to an ever increasing number of women.
- 9 -
Recent Developments
We are continuing to pursue our interest in establishing additional training sites both in the United States and abroad.
We continue to expend resources to complete development of our patented tactile computer technology tentatively termed the Palpation Assessment Device (PAD). The PAD is the first computer-based system that teaches and evaluates manual breast examination skills. Currently, the PAD continues to undergo testing as part of the MammaCare training programs. MammaCare PAD technology has been sited in a number of academic institutions. Its first operational deployment is at the Florida State University Medical School in Tallahassee where it is being used to train first and second-year medical students. However, there can be no assurances that significant income will result from these programs or that additional training institutions will acquire the service.
After the close of the second quarter in 2009, we made our MammaCare Personal Learning System available to the public on Amazon.com. As of the end of the third quarter in 2010, the placement of our Personal Learning System on the Amazon website resulted in a modest sales. Forecasts of revenue resulting from this marketing effort remain uncertain.
During the last quarter, we completed a redesign of our website in an effort to increase accessibility by a greater variety of potential customers. We continue to update its website. We also continue our marketing strategy of direct mail advertising materials to medical centers, breast centers, health departments, medical and nursing schools, physicians, and other health care professionals on a monthly schedule.
We continue to seek a larger partner in the healthcare industry to increase the distribution of its products.
Results of Operations
Comparison of Three Months Ended November 30, 2010 and November 30, 2009
The Company’s net sales were $52,010 for the three months ended November 30, 2010 compared to $74,717 for the three months ended November 30, 2009, a decrease of approximately 30% from the prior period. Sales decreased due to lower demand for our product. We plan to focus on additional marketing in order to increase sales going forward.
The Company’s cost of sales were $30,717 for the three months ended November 30, 2010 compared to $24,125 for the three months ended November 30, 2009, an increase of approximately 27%. This increase is primarily due to increased numbers of breast models and educational materials provided free of charge to trainees.
Gross profit for the three months ended November 30, 2010 and 2009 was $21,293 and $50,592 respectively, a decrease of approximately 58%, due largely to increased costs and decreased sales. Increased cost of sales resulted in a gross profit margin of 41% for the three months ended November 30, 2010 compared to 68% for the three months ended November 30, 2009.
Selling, general and administrative expenses decreased to $101,741 for the three months ended November 30, 2010 from $104,417 for the three months ended November 30, 2009.
Loss from operations for the three months ended November 30, 2010 and 2009 was $80,448 and $53,825, respectively, an increase of approximately 49%. The Company had a net loss of $71,194 for the three months ended November 30, 2010 and net loss of $38,644 for the three months ended November 30, 2009, an increase of approximately 84%.
Liquidity and Capital Resources
Net cash used in operating activities was $2,586 and $14,795 in the three months ended November 30, 2010 and 2009, respectively.
Net cash provided by investing activities was $131,296 and $32,230 in the three months ended November 30, 2010 and 2009, respectively. The increase of $99,066 was primarily due to the sale of securities.
To the extent the Company needs to repay accrued salaries to its officers, we will have immediate liquidity problems. At November 30, 2010, the Company has accounts payable and accrued salaries owing to its officers of $1,449,538. During the three months ended November 30, 2010, the Company had a net loss of $71,194 and unrealized gain from investments of $8,028.
The Company suffered recurring losses from operations and has an accumulated deficit of $3,557,294 at November 30, 2010. At November 30, 2010, the Company had cash on hand of $204,485 and available for sale securities with a market value of $276,804. The Company intends to use its capital resources to fund its product development and to expand distribution. The Company believes these capital resources are sufficient to allow the Company to attract potential interest from a strategic partner and to make it an attractive candidate for grant funding from public and private sources. However, there can be no assurance these capital resources will be sufficient to allow the Company to implement its marketing strategies or to become profitable.
- 10 -
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
(a) During the fiscal period covered by this report, our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There was no change in our internal control over financial reporting (as defined in Rule 13(a)-15(e)) that occurred during the quarter ended November 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
- 11 -
Item 1. LEGAL PROCEEDINGS
No legal proceedings are pending or threatened to the best of our knowledge.
Item 1A. RISK FACTORS
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS
The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MAMMATECH CORPORATION
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By: /s/Eric Stoppenhagen
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Dated: January 14, 2011
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Name: Eric Stoppenhagen
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Title: Chief Executive Officer
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Chief Financial Officer
President
Treasurer
Secretary and Sole Director
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