UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
[X] Annual Report Pursuant To Section 13 or 15(D) Of The
Securities Exchange Act Of 1934
For the fiscal year ended August 31, 2008
[ ] Transition Report under Section 13 or 15(D) Of The
Securities Exchange Act Of 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER 0-11050
MAMMATECH CORPORATION
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(Name of small business issuer in its charter)
FLORIDA 59-2181303
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
930 NW 8th Avenue
Gainesville, Florida 32601
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(Address of principal executive offices) (Zip Code)
352-375-0607
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Issuer's telephone number
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]
Securities registered under Section 12(b) of the Exchange Act: NOT APPLICABLE
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Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
State issuer's revenues for its most recent fiscal year: $446,933
State the aggregate market value of the company's common stock held by
non-affiliates as of March 27, 2009, (based on a closing bid price of $0.01 per
share): $24,179
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,123,625 Shares of Common Stock
outstanding as of March 27, 2009
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
EXPLANATORY NOTE
This second amendment on Form 10-K/A ("Second Amendment") to the Company's
Annual Report on Form 10-K for the year ended August 31, 2008, as amended by
the Company's Form 10-K/A filed with the Securities and Exchange Commission
(the "SEC") on February 13, 2009 ("First Amendment"), corrects reporting errors
in the Company's evaluation of Disclosure Controls and Procedures, and
Managements Report on Internal Controls as included in item 8A(T). Aside from
the foregoing, this Second Amendment has not been updated for events or
information subsequent to the date of filing of the First Amendment.
Accordingly, this Second Amendment should be read in conjunction with the
Company's other filings made with the SEC.
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Item 8A(T). Controls and Procedures
Disclosure Controls and Procedures
At the end of the period covered by this report on Form 10-K/A for the year
ended August 31, 2008, an evaluation was carried out under the supervision of
and with the participation of the Company's management, including the Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operations of the Company's disclosure controls
and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the
Exchange Act). Based on that evaluation the CEO and the CFO concluded that the
Company's disclosure controls and procedures were ineffective in ensuring that:
(a) information required to be disclosed by the Company in reports that it files
or submits to the Securities and Exchange Commission under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in applicable rules and forms and (b) material information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to our management, including our CEO and CFO, as appropriate, to
allow for accurate and timely decisions regarding required disclosure.
Management acknowledges in Item 8A of 10KSB, the Company omitted management's
assessment of the effectiveness of internal control over financial reporting for
the fiscal year ended August 31, 2008, including a statement as to whether or
not internal control over financial reporting was effective in accordance with
Item 308(T)(a)(3) of Regulation S-B.
The Company's management first discovered these reporting errors and omissions
on January 30, 2009. Upon reviewing the 10KSB based on correspondence from the
SEC staff concerning the 10KSB Report. Accordingly, our CEO/CFO, determined that
the Company should rectify the reporting errors and omissions in the 10KSB
Statements and Management's Report by filing this amended 10KSB.
Due to the inadvertent omission, The Company determined Disclosure Controls and
Procedures were ineffective for the period ended August 31, 2008. The Company's
CEO/CFO has taken actions to address the ineffectiveness of and deficiencies in
the Company's disclosure controls and procedures and internal control over
financial reporting. Specifically, in February 2009, the Company's management
adopted additional review and disclosure systems designed to improve the
Company's system of internal control over financial reporting, including:
o An improved system for financial reporting to guide the Company's
compliance with the requirements of Regulation S-X. Specifically, the
Company's management has implemented procedures designed to ensure
that the Company's consolidated financial statements include all
required disclosures for all relevant periods. These procedures
include (a) maintaining an open dialogue with the Company's auditors
to ensure that the auditor's review of and report on the Company's
year-end financial statements is complete and satisfies all relevant
SEC rules and regulations; and (b) continuously reviewing the
Company's financial statements while drafting quarterly and annual
reports to ensure the statements have not been altered during the
preparation or filing of such reports.
o Amending the Relevant Statements and Management's Report in this Form
10-K/A in order to rectify the errors and omissions as stated above.
The Company's CEO/CFO believes that the effective implementation of the above
procedures will correct the weakness cited above in its Disclosure Controls and
Procedures and internal controls over financial reporting. The Company will
continue to review and monitor its Disclosure Controls and Procedures and
internal controls over financial reporting and will adopt further changes, if
and when management determines that such changes are necessary, to ensure
accuracy in the Company's future filings.
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Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(e)
under the Exchange Act. 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 and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
The term internal control over financial reporting is defined as a process
designed by, or under the supervision of, the registrant's principal executive
and principal financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:
(1) Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the registrant;
(2) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the registrant are being made only in accordance with
authorizations of management and directors of the registrant; and
(3) Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the registrant's assets
that could have a material effect on the financial statements.
Internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems that are determined to be effective
provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
The Company's CEO/CFO conducted an evaluation of the design and operation of the
Company's internal control over financial reporting as of August 31, 2008, based
on the criteria in a framework developed by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls,
walkthroughs of the operating effectiveness of controls and a conclusion on this
evaluation. Based on this evaluation, the Company's CEO/CFO has concluded that
the Company's internal control over financial reporting was not effective.
This annual report 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 Security
and Exchange Commission that permit the company to provide only management's
report in this annual report.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as
defined in Rule 13(a)-15(e)) that occurred during the fiscal quarter ended
August 31, 2008 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Subsequent to August 31, 2008, changes were made in our internal control over
financial reporting, which changes are disclosed in "Disclosure Controls and
Procedures," above.
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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
By: /s/ Henry S. Pennypacker
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Henry S. Pennypacker, President,
Chief Executive Officer, Director
Date: March 27, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Company and in
the Capacities and on the dates indicated.
Signature Position or Office Date
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/s/ Mark Kane Goldstein Chairman of the Board, March 27, 2009
- ----------------------- Vice President, Secretary,
Mark Kane Goldstein Director
/s/ Henry S. Pennypacker President, Chief Executive March 27, 2009
- ------------------------ Officer, Director
Henry S. Pennypacker
/s/ Mary Bailey Sellers Treasurer, Chief Financial March 27, 2009
- ----------------------- Officer, Director
Mary Bailey Sellers
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