Item 1. Business
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.
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Recent Developments
During the year ended August 31, 2010, the Company trained and certified clinical personnel from United States and European Union medical centers including 18 MammaCare Specialists, 24 MammaCare Clinical Breast Examiners (CBE) and 55 MammaCare Breast Self Exam (BSE) Instructors. 42 of the 55 new BSE certifications were produced by the Company’s German affiliate. During the year, we certified 5 MammaCare Associate and re-certified 8 MammaCare Associates.
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 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.
On July 9, 2010, Mammatech Corporation (the “Company”) entered into a Share Purchase Agreement with Verdad Telecom, Inc. (“Verdad Telecom”) which was amended on July 23, 2010 (together the “Share Purchase Agreement”), under which Verdad Telecom agreed to purchase, and the Company agreed to sell, an aggregate of 47,286,188 shares of common stock of Mammatech Corporation for a purchase price of $28,371.71, or $0.0006 per share. The contemplated Share Purchase Agreement occurred on July 25, 2010 (“Closing”).
Item 1A.
Item 1A. Risk Factors
The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially and adversely affect our business, operations, results or financial condition.
An investment in the Company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of the investor's entire investment and evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us.
We have never paid dividends on our common stock.
We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
We are dependent upon key personnel, some of whom would be difficult to replace.
Our Chief Executive Officer, Mr. Stoppenhagen works for the Company on a part-time basis. Because of this, we may be unable to develop and manage our business. We cannot guarantee you that we will overcome any such obstacle.
If we are unable to continue as a going concern, investors may face a complete loss of their investment.
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Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in its annual report. If our business fails, the investors in this offering may face a complete loss of their investment.
We may not be able to attain profitability without additional funding, which may be unavailable.
We have not generated a positive cash flow from our operating activities. Unless we begin to generate sufficient cash flows to finance operations, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise additional capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.
If our computer systems and Internet infrastructure fail, we will be unable to conduct our business.
We will depend upon third-party Internet service providers for design, hosting and e-commerce. The performance of such providers’ Internet infrastructure is critical to our business and reputation, as well as our ability to attract new customers and commerce partners. Any system failure that causes an interruption in service or a decrease in responsiveness of our web site could result in an impairment of traffic on our web site and, if sustained or repeated, could materially harm our reputation and the attractiveness of our brand name. To the extent that we do not effectively address any capacity constraints, such constraints would have a material adverse effect on its business, result of operations and financial condition.
Failure by us to respond to changes in customer preferences could result in lack of sales revenues and may force us out of business.
Any change in the preferences of our potential customers or to shifts in the preferences of the end consumer that we fail to anticipate could reduce the demand for our products. Decisions about our focus and the specific products we plan to offer are to be made in advance and we may be unable to anticipate and respond to changes in consumer preferences and demands. Such a failure could lead to, among other things, customer dissatisfaction, failure to attract demand for our products and lower profit margins.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
We may face significant uncertainty in the industry due to government healthcare reform.
Political, economic and regulatory influences are subjecting the healthcare industry to fundamental changes. We anticipate that the current administration, Congress and certain state legislatures will continue to review and assess alternative healthcare delivery systems and payment methods with an objective of ultimately reducing healthcare costs and expanding access. Public debate of these issues will likely continue in the future. The uncertainties regarding the ultimate features of reform initiatives and their enactment and implementation may have an adverse effect on our customers’ purchasing decisions regarding our products. At this time, we cannot predict which, if any, healthcare reform proposals will be adopted, when they may be adopted or what impact they may have on our business.
We depend on adequate protection of our patent and other intellectual property rights to stay competitive.
We rely on patents, trademarks and know-how to establish and protect our intellectual property rights. Our success will substantially depend on our ability to protect our intellectual property rights. Our intellectual property rights may only afford us limited protection and may not adequately protect our rights or remedies to gain or keep any advantages we may have over our competitors, which could reduce our ability to be competitive and generate sales and profitability.
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Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties.
The Company’s offices are located at 930 NW 8th Avenue, Gainesville, Florida. These offices are owned by the Company.
Item 3.
Item 3. Legal Proceedings.
We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any threatened civil or criminal action or investigation.
Item 4.
Item 4. (Removed and Reserved).
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company's common stock is quoted in the Over-the-Counter Bulletin Board. From February 1983, through December 1985, there had been an established trading market on NASDAQ for the Company's common stock. However, in mid-December 1985, the Company's common stock was de-listed by NASDAQ. The Company’s common stock trades on the Over-the-Counter Bulletin Board under the symbol MAMM.OB.
The following information concerning the high and low bid prices of the Company's common stock on the Over-the-Counter Bulletin Board.
Common Stock
All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
As of August 31, 2010, there are approximately 34 shareholders of record, including beneficial holders of the Company’s common stock with 52,409,888 shares outstanding and 303,925 shares in treasury stock.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws.
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Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.
Penny Stock Regulations
Our securities are subject to the SEC's "penny stock" rules. The penny stock rules may affect the ability of owners of our shares to sell them. There may be a limited market for penny stocks due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investments in penny stocks often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers might be greater than any profit an investor may make. Because of large spreads that market makers quote, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor.
Our securities are also subject to the SEC's rule that imposes special sales practice requirements upon broker-dealers that sell such securities to other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investor" means, in general terms, institutions with assets exceeding $5,000,000 or individuals having net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of purchasers of our securities to buy or sell in any market.
Debt Securities
None.
Warrants
None.
Recent Sales of Unregistered Securities
On July 9, 2010, the Company entered into a Share Purchase Agreement with Verdad Telecom, Inc. (“Verdad Telecom”) which was amended on July 23, 2010 (together the “Share Purchase Agreement”), under which Verdad Telecom agreed to purchase, and the Company agreed to sell, an aggregate of 47,286,188 shares of common stock of Mammatech Corporation for a purchase price of $28,371.71, or $0.0006 per share. The contemplated Share Purchase Agreement occurred on July 25, 2010 (“Closing”).
Except for the Share Purchase Agreement and the transactions contemplated by that agreement, and except as other described herein, neither the Company, nor its directors and officers, had any material relationship with Verdad Telecom or its directors and officers.
The authorized capital stock of the Company consists solely of 200,000,000 shares of Common Stock, par value $0.0001 per share. As of July 23, 2010, there were 5,123,700 shares of the Company’s Common Stock outstanding. Immediately following the Closing, there were 52,409,888 shares of Common Stock outstanding, and no shares of preferred stock issued and outstanding.
Immediately following the Closing, Verdad Telecom owned an aggregate of 47,286,188 shares of the Company’s Common Stock out of the total of 52,409,888 shares of Common Stock outstanding at the Closing, or approximately 90.22% of the Company’s issued and outstanding shares. Also immediately following the Closing, Eric Stoppenhagen, Verdad Telecom’s sole director, officer and shareholder beneficially owned 47,286,188 shares of the Company’s Common Stock out of the total of 52,409,888 shares of Common Stock issued and outstanding at the Closing, or approximately 90.22% of the Company’s issued and outstanding shares.
In accordance with the provisions of the Purchase Agreement, effective as of the Closing, the existing directors and officers of the Company resigned and the following directors and officers were appointed:
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The Purchase Agreement provided that, on the closing date, the current directors and officers of the Company would resign and the Company would appoint a new set of Board of Directors, effective as of the closing date, as directed by Verdad Telecom prior to the closing date. Verdad Telecom appointed Eric Stoppenhagen to service as our sole director. Additionally, Mr. Stoppenhagen was appointed President, Chief Financial Officer, and Secretary. Mr. Stoppenhagen has consented to serve in such capacities. The directors of the Company prior to the Closing approved the Share Purchase Agreement and the transactions contemplated thereunder.
The issuance of the Common Shares to Verdad Telecom was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof. The Company made this determination based on the representations of Verdad Telecom which included, in pertinent part, that Verdad Telecom was “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, that Verdad Telecom was acquiring the Common Shares for investment purposes for its own accounts and not as nominee or agent, and not with a view to the resale or distribution thereof, and that Verdad Telecom understood that the Common Shares may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Item 6.
Item 6. Selected Financial Data.
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 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.
Recently Issued Accounting Pronouncements
Refer to the notes to the financial statements for a complete description of recent accounting pronouncements.
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 1 - "Summary of Significant Accounting Policies" to the Financial Statements contained in Item 8 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.
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 may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.
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.
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Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company performed a review of its material tax positions. At the adoption date of October 1, 2007, the Company had no unrecognized tax benefits as a result of tax positions taken in a prior period. During the fiscal years ended September 30, 2010 and 2009, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during those fiscal years, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of September 30, 2010 and 2009, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of September 30, 2010, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Generally, the Company's tax years ended September 30, 2000 and after remain subject to examination by major taxing jurisdictions.
The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the fiscal years ended September 30, 2010 and 2009, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of September 30, 2010 and 2009, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
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:
·
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·
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.
·
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The Company had no such assets or liabilities recorded to be valued on the basis above at September 30, 2010 or 2009.
Revenue Recognition - The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-599, Revenue Recognition, Overall, SEC Materials ("Section 605-10-599"). Section 605-10-599 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. The Company had no operations and no revenue for the years ended September 30, 2010 and 2009.
Net Loss Per Share - Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.
Results from Operations
For the years ended August 31, 2010 and 2009, the Company had $297,948 and $300,084 of net revenues, respectively. Cost of sales was $151,353 for the year ended August 31, 2010, compared to $154,139 for the prior year. Gross profit was $146,595 and $145,945 for the years ended August 31, 2010 and 2009, respectively.
For the year ended August 31, 2010, the Company incurred $402,487 of selling, general and administrative (SG&A) expenses. For the year ended August 31, 2009, the Company incurred $432,905 of SG&A expenses. The slight decrease in SG&A was due to a reduction of certain corporate costs.
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For the year ended August 31, 2010, the Company had a loss from operations of $255,892, as compared with a loss from operations of $286,960 for the year ended August 31, 2009.
Other income (expense) was $23 and $26,078 for the years ended August 31, 2010 and 2009, respectively. For the year ended August 31, 2010, the Company realized a loss on the sale of investment securities of $24,299. Interest and dividend income was $24,322 and $26,078 for the years ended August 31, 2010 and 2009, respectively.
Liquidity and Capital Resources
As of August 31, 2010 and 2009, the Company had assets equal to $716,402 and $769,716, respectively. The Company's current liabilities as of August 31, 2010 were $1,433,798. Current liabilities as of August 31, 2009 were $1,308,139.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the twelve months ended August 31, 2010 and 2009:
Twelve months ended August 31,
Going Concern Uncertainties
Since inception, the Company and has a cumulative net loss of $3,486,100. 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.
Capital Expenditures
We have not incurred any material capital expenditures.
Commitments and Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
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Item 8.
Item 8. Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Mammatech Corporation
We have audited the accompanying balance sheets of Mammatech Corporation as of August 31, 2010 and 2009, and the related statements of comprehensive operations, stockholders' (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mammatech Corporation as of August 31, 2010 and 2009, and the results of its operations, and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has working capital and stockholder deficits as of August 31, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Stark Winter Schenkein & Co., LLP
Certified Public Accountants
Denver, Colorado
December 9, 2010
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Mammatech Corporation
Notes to Financial Statements
For the Years Ended August 31, 2010 and 2009
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. 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.
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).
Reclassifications
Certain amounts presented in previous year's financial statements have been reclassified to conform to current year presentation.
Inventories
Inventories, which consist principally of finished goods, are stated at the lower of cost or market using the first-in, first-out method.
Property and Equipment
Property and equipment are carried at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets ranging from 3 to 8 years. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. The cost of repairs and maintenance is charged to operations as incurred and significant renewals or betterments are capitalized.
Patents, Trademarks, and Copyrights
Patents, trademarks, and copyrights are amortized using the straight-line method over their estimated useful economic lives of 10 years.
Going Concern
Since inception, the Company and has a cumulative net loss of $3,486,100. 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.
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.
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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.
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company performed a review of its material tax positions. At the adoption date of October 1, 2007, the Company had no unrecognized tax benefits as a result of tax positions taken in a prior period. During the years ended August 31, 2010 and 2009, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during those fiscal years, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of August 31, 2010 and 2009, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of August 31, 2010, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Generally, the Company's tax years ended August 31, 2000 and after remain subject to examination by major taxing jurisdictions.
The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the years ended August 31, 2010 and 2009, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of August 31, 2010 and 2009, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
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:
·
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·
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.
·
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
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 605-10-599, Revenue Recognition, Overall, SEC Materials ("Section 605-10-599"). Section 605-10-599 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) collectability is reasonably assured. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.
Grants
The Company accounts for funds received under grants for cost reimbursement as a reduction in the related costs.
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Accounts Receivable
Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectibility, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.
Marketable Securities
The Company's marketable securities consist primarily of common stock and mutual fund holdings and are classified as available-for-sale and are reported at fair value. Unrealized gains and losses are reported, net of taxes, as a component of stockholders' equity within accumulated other comprehensive income. Unrealized losses are charged against income when a decline in fair value is determined to be other than temporary. The specific identification method is used to determine the cost of securities sold.
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 years ended August 31, 2010 and 2009, the Company's comprehensive loss was $207,345 and $289,350, respectively.
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 is the same for all periods presented.
Stock Based Compensation
The Company accounts for equity instruments issued to non-employees in accordance with the provisions of Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("Topic 718") and Accounting Standards Codification Section 505-50, Equity, Equity-Based Payments to Non-employees ("Section 505-50"). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date on which it is probable that performance will occur.
Segment Information
The Company follows Accounting Standards Codification Topic 280, Disclosures about Segments of an Enterprise and Related Information." Certain information is disclosed 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. 7% of the Company's sales were foreign.
Advertising
Advertising expenses are charged to expense upon first showing. Amounts charged to expense were $12,360 and $15,053 for the fiscal years ended August 31, 2010 and 2009, respectively.
Research and Development
Research and development are charged to operations as incurred. Amounts charged to Research and development were $0 and $9,564 for the fiscal years ended August 31, 2010 and 2009, respectively.
Recently Issued Accounting Pronouncements
During the year ended August 31, 2010, there were several new accounting pronouncements issued by the FASB the most recent of which was Accounting Standards Update 2009-14, “Software (Topic 985): Certain Revenue Arrangements That Include Software Elements.” Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.
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NOTE 2 - RELATED PARTY TRANSACTIONS
During February 1989, an officer of the Company filed a patent application for a product representing a variation of the Company's patented models. The product is an important part of the Company's product line.
The Company has entered into an agreement with this officer whereby the Company would enjoy exclusive and unrestricted use of the new product for the payment of the patent application fees. The agreement was for a period of one year and is automatically renewable for additional one year periods provided, however, that either party may cancel the agreement upon one months notice after the initial year.
The Company has accrued an aggregate of $1,417,038 and $1,288,446 in unpaid salaries due to two officers as of August 31, 2010 and 2009, respectively.
NOTE 3 - STOCKHOLDERS’ EQUITY
Common Stock
During the year ended August 31, 2010, the Company entered into a Share Purchase Agreement with Verdad Telecom, Inc., under which Verdad purchases 47,286,188 shares of common stock of the Company for a purchase price of $28,372, or $0.0006 per share.
Upon the closing of the Share Purchase Agreement transaction, Verdad Telecom, Inc appointed Eric Stoppenhagen to serve as the sole director. Additionally, Mr. Stoppenhagen will serve as President, Chief Financial Officer and Secretary of the Company.
NOTE 4 - AVAILABLE FOR SALE SECURITIES
Marketable securities consist of mutual funds and common stocks with a cost basis of $481,561 and fair market value of $396,039 at August 31, 2010, and are classified as available for sale as it is the Company's intent to hold them for an indefinite period of time. The proceeds from the sale of marketable securities were $514,626 in 2010 and 149,155 in 2009.
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at August 31, 2010 and 2009:
Depreciation expense was $16,868 and 18,232 for the year ended August 31, 2010 and 2009, respectively.
NOTE 6 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
During the year ended August 31, 2010, there were no sales to a single customer that accounted for at least 10% of the Company’s total sales. During the year ended August 31, 2009, the Company sales to a single customer accounted for approximately 14%, of the Company's total sales. This comprised 15% of the Company's accounts receivable as of August 31, 2009. This customer was based in a foreign country.
The Company currently utilizes a single manufacturer for its products. Should this manufacturer be unable to meet the Company's demands it feels that it would be able to locate another suitable manufacturer or manufacturers.
NOTE 7 - INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classifications of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The principal differences between the net losses for income tax purposes and book purposes results from accrued officer salaries and common shares issued for services.
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At August 31, 2010 and 2009, the Company had a deferred tax asset related to net operating loss carryforwards of approximately $211,000 and $163,000, respectively. These deferred tax assets have been fully reserved. The change in the valuation allowance was approximately $48,000 during the year ended August 31, 2010.
At August 31, 2010, the Company had net operating loss carryforwards aggregating approximately $620,000, which expire from 2022 through 2030.
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.
NOTE 8 - GRANTS
The Company was awarded a Phase 1 SBIR Grant from the National Cancer Institute in 2006. The specific objective of the Phase 1 grant is to evaluate the capability of a novel prototype online learning system to teach quality-standard Clinical Breast Examination (CBE) to medical professionals. The Company refers to this as the Palpation Assessment Device (PAD), a computer-based system that teaches and evaluates manual breast examination skills. The original amount of the research grant was approximately $158,400. The grant funds were used for equipment, consultants and staff to develop the PAD technology. The Company accounts for funds received under this grant for cost reimbursement as a reduction in general and administrative expenses. The grant funds were depleted as of March 2008. There are no other grants pending as of August 31, 2010 and 2009.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Leases -The Company currently is not party to any leases
Litigation - The Company is currently not a party to any legal proceedings.
NOTE 10 - SUBSEQUENT EVENT
The Company has evaluated events subsequent to August 31, 2010. There were no events or transactions that require recognition or disclosure in these financial statements.
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ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective.
No changes in internal controls over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2010 using the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission in Internal Control - Integrated Framework. Based on this assessment, management has concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles based on such criteria.
This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
For the quarter ended August 31, 2010, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None
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PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The names and ages of the directors and executive officers of the Company, and their positions with the Company, are as follows:
The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Except as set forth in Item 11
Item 11. Executive Compensation
Compensation Discussion and Analysis
The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee. Accordingly, the Company has no compensation committee.
Except as set forth in the summary compensation table below, during the fiscal years ended August 31, 2010 and 2009, the Company has not provided any salary, bonus, annual or long-term equity or non-equity based incentive programs, health benefits, life insurance, tax-qualified savings plans, special employee benefits or perquisites, supplemental life insurance benefits, pension or other retirement benefits or any type of nonqualified deferred compensation programs for its executive officers or employees.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs are currently in place for the benefit of the Company's employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
The following table and related footnotes show the compensation paid during the fiscal years ended August 31, 2010 and 2009 and to the Company's executive officers.
SUMMARY COMPENSATION TABLE
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Employment Agreements
Currently, we have no employment agreements or other agreements with any of its executive officers or employees.
Compensation of Directors
During the fiscal years ended August 31, 2010 and 2009, except as set forth above, Messrs. Stoppenhagen, Goldstein and Pennypacker did not receive separate compensation for their services as a director.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the Company's common stock beneficially owned on December 10, 2010, for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At December 10, 2010, 52,409,813 shares of the Company's common stock were outstanding.
(1)
Mr. Stoppenhagen has voting and investment control over the securities owned by Verdad Telecom, Inc. The address of Verdad Telecom, Inc. and Eric Stoppenhagen is 930 NW 8th Avenue, Gainesville, Florida.
Changes in Control Arrangements
There existed no change in control arrangements at August 31, 2010.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404.
Director Independence
The Company is not a "listed company" under SEC rules and is therefore not required to have independent directors.
Item 14.
Item 14. Principal Accountant Fees and Services
StarkSchenkein, LLP is the Company's independent registered public accounting firm.
Audit Fees
The aggregate fees billed by StarkSchenkein, LLP for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided in connection with statutory and regulatory filings were $28,100 for the fiscal year ended August 31, 2010 and $22,000 for the fiscal year ended August 31, 2009.
Audit-Related Fees
There were no fees billed by StarkSchenkein, LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements for the fiscal years ended August 31, 2010 and 2009.
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Tax Fees
There were zero in fees billed by StarkSchenkein, LLP for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended August 31, 2010 and 2009.
All Other Fees
There were no fees billed by StarkSchenkein, LLP for other products and services for the fiscal years ended August 31, 2010 and 2009.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors
The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.
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PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Company's financial statements are included in Item 8 of this Annual Report.
Financial Statement Schedules
All schedules are omitted because they are not applicable or have been provided in Item 8 of this Annual Report.
Exhibits:
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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
Date: December 10, 2010
By:
/s/ ERIC STOPPENHAGEN
-----------------------------------------------------------
Name: Eric Stoppenhagen
Title: Chief Executive Officer
In accordance with the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the following capacities on December 10, 2010.
By:
/s/ ERIC STOPPENHAGEN
-----------------------------------------------------------
Name: Eric Stoppenhagen
Title: Chief Executive Officer
Chief Financial Officer
President
Treasurer
Secretary and Sole Director
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