UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 20, 2000 (January 11,2000)
MANGOSOFT, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 33-93994 87-0543565
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(State or Other Jurisdiction) (Commission File Number) (I.R.S. Employer
Identification No.)
1500 West Park Drive, Suite 190, Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 871-7397
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Item 4. Changes in Registrant's Certifying Accountant.
On January 11, 2000, MangoSoft, Inc. (the "Company") dismissed its then
current independent accountant, David T. Thomson P.C. ("Thomson"). The decision
to change independent accountants was recommended by the Company's Audit
Committee and approved by the Board of Directors of the Company on October 14,
1999. The Company appointed Deloitte & Touche ("D&T") as its independent
accountant as of January 11, 2000.
The Company's change in independent accountants is a result of the
merger (the "Merger") of a wholly-owned subsidiary of First American Clock Co.
("First American") merged with MangoSoft Corporation, the Company's predecessor.
The surviving corporation changed its name to "MangoSoft, Inc." Thomson was
First American's accountant and D&T had been MangoSoft Corporation's accountant
since inception. Since the Merger, the Company has been conducting the business
previously conducted by MangoSoft Corporation and has appointed D&T as its
independent accountant in order to ensure continuity.
Thomson's report on the financial statements of First American for the
fiscal years ended December 31, 1997 and December 31, 1998 did not contain an
adverse opinion or disclaimer of opinion. Furthermore, such reports were not
qualified or modified as to uncertainty, audit scope or accounting principles.
However, Mr. Thomson's reports for the fiscal years ended December 31, 1997 and
December 31, 1998 contained doubt about First American's ability to continue as
a going concern.
During fiscal years ended December 31, 1998 and December 31, 1999,
there were no disagreements between First American and Thomson on any matter of
accounting principles or practices, financial statement disclosures, auditing
scope or procedure which, if not resolved to the satisfaction of Thomson, would
have caused Thomson to make reference to the subject matter of the disagreement
in connection with its reports.
During fiscal years ended December 31, 1998 and December 31, 1999, the
Company consulted with D&T regarding the application of accounting principles
involved in the Merger, and subsequent events, and the Company's Form 10-QSB, as
filed with the Securities and Exchange Commission on November 19, 1999. The
long-standing relationship between MangoSoft Corporation and D&T and the advice
rendered by D&T to the Company in connection with the accounting treatment of
the Merger and related filings were important factors considered by the Company
in reaching a decision as to the respective accounting, auditing or financial
issues involved in these transactions and filings.
Item 7. Exhibits.
The Company shall file a letter from David T. Thomson P.C. not later
than 10 days after the date of this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANGOSOFT, INC.
By: /s/ Robert Parsons
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Name: Robert Parsons
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: January 20, 2000