schedule14f_1.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14f-1
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF
THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE
14f-1 THEREUNDER
____________________________
Mammatech
Corporation
(Exact
name of registrant as specified in charter)
(State or
other Jurisdiction of Incorporation or Organization)
Florida
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
59-2181303
(IRS
Employer Identification No.)
|
930 NW 8th Ave Gainesville,
Florida 32601
(Address
of Principal Executive Offices and zip code)
(352)
375-0607
(Registrant’s
telephone number, including area code)
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
SCHEDULE
14f-1
Notice of
Change in the
Majority
of the Board of Directors
July 14,
2010
INTRODUCTION
AND CHANGE OF CONTROL
This
Information Statement (this “Information Statement”), is being furnished to all
holders of record of common stock, par value $0.0001 per share (the “Common
Stock”), of Mammatech Corporation, a Florida corporation (“Mammatech”, “we”,
“our” or the “Company”), at the close of business on July 14, 2010 (the “Record
Date”) in accordance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 promulgated under the
Exchange Act, in connection with an anticipated change in majority control of
Mammatech’s Board of Directors (the “Board”) other than by a meeting of
stockholders. This Information Statement is being distributed on or
about July 14, 2010.
NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO
PROXIES ARE BEING SOLICITED AND
YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
On July 9, 2010, Mammatech
entered into a Share Purchase Agreement (“Agreement”) with Verdad Telecom, Inc.
(“Verdad Telecom”), under which Verdad Telecom agreed to purchase, and the
Company agreed to sell, an aggregate of 94,572,375 shares of common stock of
Mammatech Corporation for a purchase price of $97,194, or approximately $0.0011
per share. The transaction is expected to close on or before July 25, 2010. A
copy of the Share Purchase Agreement is attached as Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission (“SEC”) on
July 14, 2010.
Pursuant
to a change in control of our Company which will occur on or about July 25,
2010, as a result of the terms of the Agreement, Mark Kane Goldstein, Henry S.
Pennypacker, and Mary Bailey Sellers have agreed to resign as directors of our
Company and Eric Stoppenhagen has agreed to serve as our sole director of our
Company.
The
appointment of Eric Stoppenhagen as our directors will be effective on the later
of (a) ten days after the filing of this Information Statement with the SEC, and
its transmittal to all of our shareholders in compliance with Section 14(f) of
the Exchange Act and Rule 14f-1 thereunder, or (b) the date of completion of the
Agreement.
Section
14(f) of the Exchange Act of 1934 and Rule 14f-1 promulgated thereunder require
the mailing to Mammatech’s stockholders of record of the information set forth
in this Information Statement at least 10 days prior to the date a change in a
majority of Mammatech’s directors occurs (otherwise than at a meeting of
Mammatech’s stockholders). Accordingly, the closing of the
transactions contemplated under the Agreement (“Closing”) and the resulting
change in a majority of Mammatech’s directors will not occur until at least 10
days following the mailing of this Information Statement.
Please
read this Information Statement carefully. It contains certain biographical and
other information concerning our directors after the completion of the purchase
of shares of common stock of Mammatech Corporation. All Company filings and
exhibits thereto, may be inspected without charge at the public reference
section of the SEC at 100 F Street NE, Washington, D.C. 20549 or obtained on the
SEC’s website at www.sec.gov.
VOTING
SECURITIES
As of
July 14, 2010, the Company had 5,123,700 shares of Common Stock, par value
$0.0001 per share, outstanding. Each share of Common Stock is
entitled to one vote. After the completion of the transactions
contemplated by the Agreement, there will be approximately 100,000,000 shares of
our common stock issued and outstanding. Each shareholder is entitled to one
vote for each share of common stock in his/her/its name on the books of our
Company, whether represented in person or by proxy.
DIRECTORS
AND OFFICERS
PRIOR
TO THE CHANGE OF CONTROL
The
following table sets forth information regarding the Company’s executive
officers and directors prior to the Change of Control. All directors
serve until the next annual meeting of stockholders or until their successors
are elected and qualified. Officers are elected by the Board and
their terms of office are at the discretion of the Board.
Mammatech
has a three person Board of Directors, all of whom are employees or affiliates
of the Company.
Name
|
|
Age
|
|
Position
Held and Tenure
|
Mark
Kane Goldstein, Ph.D.
|
|
72
|
|
Chairman
of the Board, Vice President, Secretary, Director
|
|
|
|
|
|
Henry
S. Pennypacker, Ph.D.
|
|
73
|
|
President,
Chief Executive Officer, Director
|
|
|
|
|
|
Mary
Bailey Sellers
|
|
61
|
|
Treasurer,
Chief Financial Officer, Director
|
Biographical
Information
Mark Kane
Goldstein
-------------------
Mark Kane
Goldstein, Ph.D., is Chairman of the Board, Vice President, Secretary and
Director of the Company. Dr. Goldstein directs and advises the Company on fiscal
and policy matters and directs research on product development. From 1971 until
July, 1982, Dr. Goldstein was employed by the U.S. Veterans Administration,
Gainesville, Florida, as a research scientist. During this same period, Dr.
Goldstein also was an Associate Professor/Research Scientist at the University
of Florida, Gainesville, Florida, and continues as Co-Director of its Center for
Ambulatory Studies. From 1978 through May, 1984, Dr. Goldstein was a
member of the City Commission of Gainesville, Florida including 1980-81 when he
served a one-year term as Mayor. Dr. Goldstein received a B.A. in 1961 from
Muhlenberg College, an M.A. in 1962 from Columbia University and a Ph.D. in 1971
from Cornell University. All Degrees were in Psychology.
Henry S.
Pennypacker, Ph.D.
---------------------------
Henry S.
Pennypacker, Jr., Ph.D., is President, Chief Executive Officer and Director of
the Company. He is currently employed as President of the Company and as
Professor Emeritus of Psychology at the University of Florida. He was the acting
Chairman of the Department of Psychology from June 1969 to 1970 and prior
thereto was an Associate Professor and Assistant Professor. In May 1998, Dr.
Pennypacker retired from the University but continues to teach on a part-time
basis. Dr. Pennypacker is the author or co-author of five books and
over fifty articles and book chapters dealing with various aspects of behavioral
research and behavioral medicine. He is a past President of the International
Association for Behavior Analysis, the Society for Advancement of Behavior
Analysis, and the Florida Association for Behavior Analysis. He serves as a
member of the Board of Trustees of the Cambridge Center for Behavioral Studies
and was recently elected Chairman of its newly formed Board of Directors. On
August 10, 1990, Dr. Pennypacker received an award from the California Division
of the American Cancer Society in recognition of his "...pioneering contribution
to breast self-examination education." Dr. Pennypacker received a
B.A. and an M.A. from the University of Montana in 1958 and 1960, respectively,
and a Ph.D. from Duke University in 1962. All degrees were in
Psychology.
Mary
Bailey Sellers
-------------------
Mary Bailey
Sellers has been employed as Chief Financial Officer by the Company since
September 1985. She was appointed Treasurer and elected Director in August 1986.
From April 1978 through November 1984, she was employed by Barnett Bank of
Alachua County, N.A., and a predecessor bank as Vice President commercial loans.
Mrs. Sellers devoted her time to her family from December 1984 through August
1985.
CORPORATE
GOVERNANCE
PRIOR
TO THE CHANGE IN CONTROL
Committees
of the Board of Directors
Nominating
and Compensation Committees
The Board
does not have a nominating or compensation committee at this time.
The Board
does not have a nominations committee because the Board does not believe that a
defined policy with regard to the consideration of candidates recommended by
shareholders is necessary at this time because it believes that, given the
limited scope of the Company’s operations, a specific nominating policy would be
premature and of little assistance until the Company’s business operations are
at a more advanced level. There are no specific, minimum
qualifications that the Board believes must be met by a candidate recommended by
the Board. Currently, the entire Board decides on nominees, on the
recommendation of any member of the Board, followed by the Board's review of the
candidates’ resumes and interviews of candidates. Based on the
information gathered, the Board then makes a decision on whether to recommend
the candidates as nominees for director. The Company does not pay any
fee to any third party or parties to identify or evaluate or assist in
identifying or evaluating potential nominees.
The Board
does not have a compensation committee and is not required to have such a
committee because the Company is not a “listed company” under SEC
rules.
Audit
Committee
The
Company is not a "listed company" under SEC rules and is therefore not required
to have an audit committee comprised of independent directors. The Company does
not currently have an audit committee, however, for certain purposes of the
rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act
of 2002, the Company's board of directors is deemed to be its audit committee
and as such functions as an audit committee and performs some of the same
functions as an audit committee including: (1) selection and oversight of the
Company's independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; and (3) engaging outside advisors. The Company's board of
directors has determined that its members do not include a person who is an
"audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The board of directors has determined that each of its
members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that each of its
members have the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee would have.
Certain
Legal Proceedings
To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
•
|
the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
|
•
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
•
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
•
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
Code
of Ethics
The
Company has currently not adopted a Code of Ethics that applies to its principal
executive officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.
Director
Independence
Our board
of directors currently consists of three members.
We do not
have a separately designated compensation or nominating committee of our board
of directors and the functions customarily delegated to these committees are
performed by our full board of directors. We are not a “listed
company” under SEC rules and are therefore not required to have separate
committees comprised of independent directors. We have, however,
determined that none of our directors are “independent” as that term is defined
in Section 4200 of the Marketplace Rules as required by the NASDAQ Stock
Market.
Shareholder
Communications
There has
not been any defined policy or procedure requirements for stockholders to submit
recommendations or nomination for directors. The Board does not believe that a
defined policy with regard to the consideration of candidates recommended by
stockholders is necessary at this time because it believes that, given the
limited scope of the Company’s operations, a specific nominating policy would be
premature and of little assistance until the Company’s business operations are
at a more advanced level. There are no specific, minimum qualifications that the
Board believes must be met by a candidate recommended by the Board. Currently,
the entire Board decides on nominees, on the recommendation of any member of the
Board followed by the Board’s review of the candidates’ resumes and interview of
candidates. Based on the information gathered, the Board then makes a decision
on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.
The
Company does not have any restrictions on shareholder nominations under its
certificate of incorporation or by-laws. The only restrictions are those
applicable
generally under Florida
corporate law and the federal proxy rules, to the extent such rules are or
become applicable. The Board will consider suggestions from individual
shareholders, subject to evaluation of the person's merits. Stockholders may
communicate nominee suggestions directly to the Board, accompanied by
biographical details and a statement of support for the nominees. The suggested
nominee must also provide a statement of consent to being considered for
nomination. There are no formal criteria for nominees.
The Board
has determined not to adopt a formal methodology for communications from
shareholders on the belief that any communication would be brought to the
Board’s attention by the Company’s sole officer, Eric
Stoppenhagen .
Meetings
of the Board of Directors and Committees
The Board of Directors held a special
meeting of directors during the fiscal year ended August 31, 2009. The Board
took a number of actions by written consent of all of the directors during the
year ended August 31, 2009. Such actions by the written consent of all directors
are, according to Florida corporate law and the Company’s by-laws, valid and
effective as if they had been passed at a meeting of the directors duly called
and held. The Company's directors and officers do not receive remuneration from
the Company unless approved by the Board or pursuant to an employment contract.
No compensation has been paid to the Company's directors for attendance at any
meetings during the last fiscal year.
The
Company does not have standing nominating or compensation committees, or
committees performing similar functions. The Company's board of directors
believes that it is not necessary to have a compensation committee at this time
because the functions of such committee are adequately performed by the board of
directors. The board of directors also is of the view that it is appropriate for
the Company not to have a standing nominating committee because the board of
directors has performed and will perform adequately the functions of a
nominating committee. The Company is not a "listed company" under SEC rules and
is therefore not required to have a compensation committee or a nominating
committee.
RELATED
PERSON TRANSACTIONS
None
Director
Independence
In
conjunction with the preparation of this Schedule 14f-1, using the definition of
“independence” established by the NASDAQ Stock Market, we have evaluated all
relationships between each director and the Company.
Based on
the foregoing definition, we have determined that none of our directors
currently meet the definition of an “independent” director under the standards
established by NASDAQ. We do not currently have a nominating or compensation
committee.
Our Board
of Directors will continually monitor the standards established for director
independence under applicable law or listing requirements and will take all
reasonable steps to assure compliance with those standards.
DIRECTORS
AND OFFICERS
AFTER
THE CHANGE OF CONTROL
It is
anticipated that, effective as of the Closing, the current officer and one of
the current directors of the Company will resign and the person discussed below
will be appointed as the new officers and sole director of the
Company. The director of the Company will be determined following the
Closing pursuant to the Agreement by Verdad Telecom. The authorized
number of Mammatech directors will be reduced to one. The sole
director will be Eric Stoppenhagen.
Officers
will be elected by the Board and their terms of office are at the discretion of
the Board. Based on information provided by Verdad Telecom, there is
no family relationship between any of the proposed directors or executive
officers.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Eric
Stoppenhagen
|
|
36
|
|
President,
Chief Financial Officer, Secretary, and
Director
|
Based on
information provided by Verdad Telecom, the following biographical information
on the directors and officers of the Company after the Change of Control is
presented below:
Eric Stoppenhagen. Mr.
Stoppenhagen, through his consulting company, Venor Consulting, Inc., provides
financial and management services to small to medium-sized companies that either
are public or desire to become public. He provides temporary CFO services to
these companies, which includes as transaction advice, preparation of security
filings and advice regarding compliance with corporate governance requirements.
Mr. Stoppenhagen has more than ten years of financial experience having served
in an executive capacity for several public and private companies, including as
Vice President of Finance and subsequently Interim President of Trestle
Holdings, Inc. from 2003 to 2009; Interim President of
WoozyFly, Inc. from 2009 to 2010; Interim President of Trist Holding, Inc. from
2007 to 2010; CFO and Director of AuraSource, Inc. from 2008 to 2010; CFO of
GetFugu, Inc. in 2009; and, CFO of Jardinier Corp. from 2007 to 2008. Mr.
Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and
Masters of Business Administration both from George Washington University.
Additionally, he holds a Bachelor of Science in Finance and a Bachelor of
Science in Accounting both from Indiana University.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of
our common stock as of July 14, 2010 by (i) each person who "beneficially" owns more than
5% of all outstanding shares of our common stock, (ii) each director and the
executive officer identified above, and (iii) all directors and executive
officers as a group.
Title
of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership (1)
|
|
Percent
of Class (2)
|
Common
|
|
Mark
Kane Goldstein, Ph.D.
930
N.W. 8th Avenue
Gainesville,
Florida 32601
|
|
1,225,800
|
|
23.9%
|
Common
|
|
Henry
S. Pennypacker, Ph.D. (3)
930
N.W. 8th Avenue
Gainesville,
Florida 32601
|
|
1,365,000
|
|
26.6%
|
Common
|
|
Mary
Bailey Sellers
930
N.W. 8th Avenue
Gainesville,
Florida 32601
|
|
115,000
|
|
2.2%
|
Common
|
|
Directors
and Executive Officers as a
Group
(3 persons) (1)
|
|
2,705,800
|
|
52.7%
|
|
|
|
|
(1)
|
"Beneficial
Owner" means having or sharing, directly or indirectly (i) voting power,
which includes the power to vote or to direct the voting, or (ii)
investment power, which includes the power to dispose or to direct the
disposition, of shares of the common stock of an issuer. The definition of
beneficial ownership includes shares, underlying options or warrants to
purchase common stock, or other securities convertible into common stock,
that currently are exercisable or convertible or that will become
exercisable or convertible within 60 days. Unless otherwise indicated, the
beneficial owner has sole voting and investment power.
|
|
|
|
(2)
|
Percentages
are based on 5,123,625 shares of common stock outstanding as of July 14,
2010.
|
|
(3)
|
All
shares owned by Dr. Pennypacker are owned by himself and his wife as to
which Dr. Pennypacker has shared investment and voting
power.
|
Immediately following the Closing,
the following information contains the beneficial ownership of our Common Stock,
on a pro forma basis, for (i) persons who will beneficially own more than 5% of
our Common Stock; (ii) the persons who will become our directors and executive
officers as part of the Change of Control; and (iii) all of the persons who will
become our directors and executive officers as part of the Change of Control as
a group. The beneficial ownership information set forth below has been provided
by the Purchaser.
Beneficial
Ownership of Mammatech Common Stock After Closing
|
|
Name
and Address
of
Beneficial
Owner
|
Amount
of
Beneficial
Ownership
|
Percentage
of
Outstanding Common Stock
|
Verdad
Telecom, Inc.
1328
W. Balboa Blvd. Suite C
Newport
Beach, CA 92661
|
94,572,375
|
94.57%
|
Eric
Stoppenhagen(1)
1328
W. Balboa Blvd. Suite C
Newport
Beach, CA 92661
|
94,572,375
|
94.57%
|
All
directors and officers of as a group (1 above individual)
|
94,572,375
|
94.57%
|
|
|
|
|
(1)
|
Eric
Stoppenhagen has voting and investment control over the securities owned
by Verdad Telecom, Inc., and therefore Mr. Stopenhagen may be deemed a
beneficial owner or 94,572,375 shares of common stock owned by Verdad
Telecom, Inc..
|
Except as
set forth in this Information Statement, there are no arrangements known to the
Company, the operation of which may at a subsequent date result in a change in
control of the Company.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The
Company has no formal compensation program for its executive officers, directors
or employees. The Company believes the base salaries established for each of its
executive officers are competitive with the levels of compensation for similar
executive officers with the skills and experience of the Company's officers. The
base salary is designed to support the Company's business objectives to retain,
reward, motivate and attract employees who possess the required technical and
entrepreneurial skills and talent. However, the Company also recognizes that its
limited financial resources require it to allocate these limited resources
between compensation payments to its executive officers and continued funding of
its sales, marketing and research and development. Accordingly, two of the
Company's executive officers have agreed to defer the current payment of all or
a portion of their salaries so the Company can continue to fund its business
operations, as discussed more fully below.
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.
During
the last two fiscal years, except as set forth in this paragraph, the Company
has not provided any 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. The Company did pay a bonus to
one of its executive officers during 2007 and 2008, and the Company provides
health insurance coverage through a third party carrier on Ms. Sellers and her
spouse for which the Company pay 50% of the monthly premium of approximately
$600. In 2006, the Company also provided one of its executive officers with a
stock bonus under which the shares of common stock issued were valued by the
Board at the time of issuance and were fully vested and
non-forfeitable.
The
Company has no stock option or equity plan.
Summary
Compensation Table
The
following table summarizes the total compensation paid to or earned by each of
the Company's named executive officers who served as executive officers during
all or a portion of the years ended August 31, 2008 and 2009.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other
|
|
|
|
|
Name
and Principal
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Position
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(f)
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
K. Goldstein (1)
|
|
2009
|
|
$
|
65,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
65,000
|
|
Chairman,
Vice President and Secretary
|
|
2008
|
|
$
|
65,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry
S. Pennypacker (2)
|
|
2009
|
|
$
|
65,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
65,000
|
|
CEO
and President
|
|
2008
|
|
$
|
65,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary
S. Sellers (3)
|
|
2009
|
|
$
|
34,000
|
|
|
$
|
900
|
|
|
|
--
|
|
|
$
|
3,600
|
|
|
$
|
38,500
|
|
CFO
and Treasurer
|
|
2008
|
|
$
|
40,000
|
|
|
$
|
2,000
|
|
|
|
--
|
|
|
$
|
3,600
|
|
|
$
|
45,600
|
|
(1) Mark
K. Goldstein had earned unpaid salary for 2008 of $48,736, which is included in
the annual salary figure of $65,000 set forth in the above chart. Mark K.
Goldstein had earned unpaid salary for 2009 of $48,736, which is included in the
annual salary figure of $65,000 set forth in the above.
(2) Henry
S. Pennypacker had earned unpaid salary for 2008 of $56,876, which is included
in the annual salary figure of $65,000 set forth in the above chart. Henry S.
Pennypacker had earned unpaid salary for 2009 of $56,876, which is included in
the annual salary figure of $65,000 set forth in the above.
(3) Ms.
Sellers' other compensation is the value of the health insurance program
partially paid by the Company.
Except as
set forth above, the Company paid no perquisites or other personal benefits for
its executive officers during 2008 and 2009, other than expense
reimbursements.
Employment
Agreements
The
Company has no employment agreements with its executive officers, and there are
no severance or change of control payments provided under any
agreement.
Compensation
of Directors
During
2008 and 2009, the executive officers did not receive separate compensation for
their services as a directors. All directors receive reimbursement of expenses
but no fees for serving as directors.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires that our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the SEC. Executive officers, directors and
greater-than-ten percent stockholders are required by SEC regulations to furnish
us with all Section 16(a) forms they file. Based solely on our review
of the copies of the forms received by us and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, we believe that, during the year ended December 31, 2009, all of
our executive officers, directors and greater-than-ten percent stockholders
complied with all Section 16(a) filing requirements.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We are
required to file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we
file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C.
20549. You may also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 1-800-SEC-0330 for more information on the operation
of the public reference rooms. Copies of our SEC filings are also
available to the public from the SEC’s web site at http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001377053&owner=exclude&count=40.
SIGNATURE
In
accordance with Section 14(f) of the Exchange Act, the Registrant has caused
this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
MAMMATECH
CORPORATION
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By:
/s/Henry Pennypacker
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Dated:
July 14, 2010
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Henry
Pennypacker,
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Chief
Executive Officer
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