SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:
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(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

MANGOSOFT, INC.
(Name of Registrant as Specified In Its Charter)

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MANGOSOFT, INC.
1500 West Park Drive, Suite 190
Westborough, Massachusetts 01581

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Holders of Common Stock:

The Annual Meeting of Stockholders of MangoSoft, Inc., a Nevada corporation
(the "Company"), will be held on Friday, May 17, 2002 at 10:00 A.M., local
time, at the Company's principal executive offices located at Suite 190, 1500
West Park Drive, Westborough, Massachusetts 01581 for the following purposes:

1. To elect six directors to serve one-year terms and until their
successors are duly elected and qualified.

2. To ratify the appointment of Deloitte & Touche as independent auditors
of the Company for the fiscal year ended December 31, 2002.

3. To approve an amendment to the Articles of Incorporation to increase the
number of authorized shares of the Company's Preferred Stock from
5,000,000 to 15,000,000.

4. To transact any such other business as may properly come before the
Annual Meeting or at any adjournment thereof.

The Board of Directors has fixed the close of business on Monday, April 15,
2002 as the record date for determining stockholders entitled to notice of and
to vote at the meeting and any adjournments thereof.

A proxy and return envelope are enclosed for your convenience.

By order of the Board of Directors

Robert E. Parsons
Vice President, Chief Financial
Officer and Secretary
Westborough, Massachusetts
April 15, 2002

Your vote is important. Whether or not you expect to attend the Annual
Meeting, please complete, date and sign the enclosed proxy card and mail it
promptly in the enclosed envelope. No postage is necessary if the proxy card is
mailed in the United States.

MANGOSOFT, INC.
1500 West Park Drive, Suite 190
Westborough, Massachusetts 01581

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of MangoSoft, Inc., a
Nevada corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors for use at the Annual Meeting of Stockholders
(the "Annual Meeting") of the Company to be held on May 17, 2002, and at any
adjournment thereof.

Only stockholders of record at the close of business on April 15, 2002 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. On the Record Date, the Company had outstanding
approximately 27,352,033 shares of common stock, par value $0.001 per share
(the "Common Stock"), which are the only securities of the Company entitled to
vote at the Annual Meeting.

A copy of the notice of meeting accompanies this Proxy Statement. An Annual
Report to Stockholders, containing the audited, consolidated financial
statements for the fiscal year ended December 31, 2001, is being mailed
together with this Proxy Statement to all stockholders entitled to vote. This
Proxy Statement and the form of proxy were first mailed to stockholders on or
about April 17, 2002.

Voting

Each share of Common Stock outstanding on the Record Date is entitled to one
vote. The Board of Directors does not know of any matter that is expected to be
presented for consideration at the Annual Meeting other than the election of
Directors, the ratification of the appointment of the independent certified
public accountants of the Company for the current fiscal year and to approve an
amendment to the Articles of Incorporation to increase the number of authorized
shares of Preferred Stock. However if other matters properly come before the
Annual Meeting, the persons named in the accompanying proxy intend to vote
thereon in accordance with their judgment.

All proxies received pursuant to this solicitation will be voted except as
to matters where authority to vote is specifically withheld and, where a choice
is specified as to the proposal, they will be voted in accordance with such
specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Company intend to vote FOR the
nominees for election as Directors of the Company listed herein, FOR the
ratification of the appointment of Deloitte & Touche as the Company's
independent certified public accountants for the fiscal year ending December
31, 2002 and FOR the amendment to the Articles of Incorporation to increase the
number of authorized shares of Preferred Stock.

One-third of the outstanding shares of Common Stock entitled to vote on the
Record Date, whether present in person or represented by proxy, will constitute
a quorum for the transaction of business at the Annual Meeting and any
adjournment or postponement thereof. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, but are not treated as a vote cast on any matter. As
long as a quorum is present in person or by proxy at the Annual Meeting, the
Directors shall be elected by a plurality of the votes cast at the Annual
Meeting, and Director nominees who receive the greatest number of votes at the
Annual Meeting (up to the number of Directors to be elected) will be elected.
The affirmative vote of the holders of at least a majority of the outstanding
shares of Common Stock present and entitled to vote at the Annual Meeting is
required to ratify the appointment of independent public accountants. The
affirmative vote of at least a majority of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting will be required to approve the
proposal to amend the Company's Articles of Incorporation to increase the
number of authorized shares of Preferred Stock from 5,000,000 to 15,000,000.

Revocability of Proxies

Stockholders who execute proxies may revoke them by giving written notice to
the Chief Financial Officer of the Company at any time before such proxies are
voted. Attendance at the Annual Meeting shall not have the effect of revoking a
proxy unless the stockholder so attending shall, in writing, so notify the
Secretary of the Annual Meeting at any time prior to the voting of the proxy.

Solicitation

The Company will bear the costs of the Annual Meeting and the costs of
soliciting proxies, including the costs of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers, regular employees and
agents of the Company (who will not be specifically compensated for such
services) may solicit proxies by telephone or otherwise. Arrangements will be
made with brokerage houses and other custodians, nominees, and fiduciaries to
forward proxies and proxy material to their principals, and the Company will
reimburse them for their expenses.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth certain information as of February 1, 2002
with respect to beneficial ownership of the Common Stock by (i) each person
known to own beneficially more than 5% of the outstanding Common Stock; (ii)
each Director and Named Executive Officer; and (iii) all Directors and Named
Executive Officers as a group. The percentages in the last column are based on
27,002,033 shares of Common Stock outstanding on February 1, 2002. In each
case, except as otherwise indicated in the footnotes to the table, the shares
shown in the second column are owned directly by the individual or members of
the group named in the first column and such individual or group members have
sole voting and dispositive power with respect to the shares shown. For the
purposes of this table, beneficial ownership is determined in accordance with
the federal securities laws and regulations; inclusion in the table of shares
not owned directly by the Director or Named Executive Officer does not
constitute an admission that such shares are beneficially owned by the Director
or Named Executive Officer for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, or any other purpose.

Number of Shares of Percent of Outstanding
Beneficial owners: Common Stock Owned Common Stock Owned
- ------------------ ------------------- ----------------------

Jay Zises(1)......................... 3,017,141 11.2 %
767 3rd Avenue, 16th Floor
New York, NY 10017
Directors and officers:
Selig Zises(2)(3)................... 3,026,612 11.2
Dale Vincent(3)(4).................. 1,030,135 3.8
Dr. Donald A. Gaubatz(3)(4)......... 165,624 *
Dr. Ira Goldstein(3)(4)............. 250,000 *
Scott H. Davis(3)(4)................ 250,000 *
Paul C. O'Brien(3)(4)............... 225,000 *
Robert E. Parsons(3)(4)............. 160,000 *
Dr. Nick Tredennick(3)(4)........... 104,721 *
Tony Coelho(3)(4)................... 50,000 *
---------
All Directors and officers as a group 5,262,092 19.5 %

- --------
* Less than one percent.
(1) Total shares of Common Stock beneficially owned by Jay Zises, the brother
of Selig Zises, include the following: 129,676 shares owned by Jay Zises;
2,824,307 shares owned by Delaware Guarantee & Trust TTEE FBO Jay Zises IRA
(a self-directed IRA); 40,478 shares owned by Jay and Nancy Zises JTWROS;
18,930 shares owned by Nancy Zises as custodian for Meryl Shane Zises; and
3,750 shares owned by Jay Zises as trustee for Justin Zises. Nancy Zises is
the wife of Jay Zises. Meryl Shane Zises and Justin Zises are children of
Jay Zises. Other than the Zises family relationships referenced in this
table and the related footnotes, there are no affiliations between Jay
Zises and any other persons or entities identified in such table or
footnotes.
(2) Total shares of Common Stock beneficially owned by Selig Zises include the
following: 2,794,526 shares owned by Selig Zises; 113,287 shares owned by
Guarantee & Trust Co. TTEE FBO Selig Zises R-IRA DTD 5-20-96 (a
self-directed IRA); and 118,799 shares owned by his daughter Lynn Zises.
Selig Zises is the

brother of Jay Zises, both of whom are principal stockholders of the
MangoSoft. Other than the Zises family relationships references in this
table and the related footnotes, there are no affiliations between Selig
Zises and any other persons or entities identified in such table or
footnotes.
(3) Address is c/o MangoSoft, Inc., 1500 West Park Drive, Suite 190,
Westborough, Massachusetts 01581.
(4) Includes shares of Common Stock with Directors and Named Executive Officers
have the right to acquire through the exercise of stock options within 60
days of December 31, 2001, as follows: Dale Vincent, 1,000,000; Dr. Donald
A. Gaubatz, 165,624; Scott H. Davis, 243,600; Paul C. O'Brien, 200,000; Dr.
Ira Goldstein, 200,000; Robert E. Parsons, 160,000; Dr. Nick Tredennick,
100,000; and Tony Coelho, 50,000.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL ONE: ELECTION OF DIRECTORS

At the Annual Meeting, six Directors are to be elected, each to hold office
(subject to the Company's By-Laws) until the next annual meeting and until his
successor has been elected and qualified, or until death, resignation or
removal of such Director. The Company's By-laws provide that the Board of
Directors shall consist of not less than one or such other number as may be
determined from time to time by the Board of Directors of the Company at a duly
held meeting thereof. The Board of Directors has currently fixed the number of
Directors at eight. Each nominee has consented to being named as a nominee in
this Proxy Statement and to serve if elected. If any nominee listed in the
table below should become unavailable for any reason, which the Board of
Directors does not anticipate, the proxy will be voted for any substitute
nominee or nominees who may be selected by the Board of Directors prior to or
at the Annual Meeting.

Biographical summaries and ages of the Named Executive Officers of the
Company and the individuals nominated by the Board of Directors for re-election
as Directors at the Annual Meeting are set forth below:

Name Age Position(s)
---- --- -----------

Dale Vincent...... 56 Director, President and Chief Executive Officer
Paul C. O'Brien(1) 62 Director and Non-Executive Chairman
Tony Coelho(1).... 58 Director
Ira Goldstein..... 53 Director
Nick Tredennick... 55 Director
Selig Zises....... 59 Director
Donald A. Gaubatz. 57 Senior Vice President and Chief Operating Officer
Scott H. Davis.... 44 Vice President and Chief Technology Officer
Robert E. Parsons. 51 Vice President and Chief Financial Officer

- --------
(1) Member of the Audit and Compensation Committees

Dale Vincent was appointed President, Chief Executive Officer and elected a
Director following the merger of MangoSoft Corporation with a wholly owned
subsidiary of First American Clock Co. (the predecessor name of the Company) in
September 1999 (the "Merger"). Previously, he served as the Chief Executive
Officer of MangoSoft Corporation since May 1999, as its Chief Financial Officer
from September 1998 to May 1999, and as a Director of MangoSoft Corporation
since July 1995. Mr. Vincent has over 25 years of senior financial and business
management experience, with the last 10 years developing and funding companies
in the software industry.

Paul C. O'Brien was elected a Director and Non-Executive Chairman following
the Merger in September 1999. He previously served MangoSoft Corporation in the
same capacity from June 1999 to September 1999. Mr.

O'Brien has over 30 years experience in the telecommunications industry. He has
been the President of Pan-Asia Development, an investment firm concentrating on
Asian ventures, since 1995. In December 1994, Mr. O'Brien founded The O'Brien
Group, Inc., a telecommunications investment and consulting firm that provides
pro bono consulting services for a wide variety of non-profit organizations
concentrating on fund-raising and public policy issues. Prior to founding his
firm, he was employed by New England Telephone where he was appointed President
and Chief Executive Officer in 1988 and Chairman of the Board or Directors in
1993. Mr. O'Brien serves as a Director of NETOPTIK and Renaissance Worldwide,
and is non-executive Chairman of the Board of Directors of View Tech and
Cambridge Neuroscience. He is also a Director of several private companies.

Tony Coelho was elected a Director in February 2001. Previously, Mr. Coelho
served as a United States Congressman from 1978 to 1989. He has been the
Chairman of the President's Committee on Employment of People with Disabilities
since his appointment in 1994 by President Clinton and was appointed as Vice
Chair of the National Task Force on Employment of Adults with Disabilities in
1998. Mr. Coelho currently serves as a Director of the Epilepsy Foundation of
America, the National Organization on Disability, the National Rehabilitation
Hospital and VSA (formerly Very Special Arts).

Dr. Ira Goldstein was elected a Director following the Merger in September
1999. He previously served MangoSoft Corporation in the same capacity from June
1999 to September 1999. Dr. Goldstein has been the Chief Scientist at the
LaserJet Imaging Division of Hewlett-Packard Company ("HP") for the past three
years. Prior to his current position, he served HP as Chief Technology Officer
for two years. Previously, he managed a research center at HP Laboratories and
various product divisions in the areas of software development, networking,
imaging and security.

Dr. Nick Tredennick was elected a Director in February 2000. He previously
served on the MangoSoft Corporation Board of Advisors since the Merger. Dr.
Tredennick has served as President of Tredennick, Inc., a technical consulting
company, since 1989. He served as Chief Scientist for Altera and currently
serves as Chief Scientist for QucikSilver Technology. Dr. Tredennick holds nine
patents in microprocessor logic design and reconfigurable computing. Dr.
Tredennick was named a Fellow of the IEEE for his contributions in
microprocessor design and recently was nominated as an IEEE representative to
the Engineering Accreditation Commission. Dr. Tredennick is on the Board of
Directors of OpenReach.

Selig Zises was elected a Director following the Merger in September 1999.
He previously served MangoSoft Corporation in the same capacity from July 1995
to September 1999. Mr. Zises has served as a Managing Director and Treasurer of
ACAP, Inc., the general partner of Associated Capital L.P. since April 1990. In
this capacity, he consults with Associated Capital L.P. with respect to its
trading and investment activities. He was a co-founder of Integrated Resources,
Inc. and served as its Chairman and Chief Executive Officer from 1969 through
early 1989. Mr. Zises is the Chairman of the Board of Associated Venture
Management, a venture capital and merchant-banking firm.

Dr. Donald A. Gaubatz was appointed Senior Vice President and Chief
Operating Officer in January 2000. He previously served on the Board of
Advisors since the Merger. Previously, Mr. Gaubatz was an independent investor
and consultant, working with development stage companies in the fields of
video, optical and wireless networking. From 1978 to 1994, Mr. Gaubatz held
numerous positions at Digital Equipment Corporation.

Scott H. Davis was appointed Vice President and Chief Technology Officer
following the Merger in September 1999. He previously served MangoSoft
Corporation in the same capacity since October 1998. From September 1995
through September 1998, he served MangoSoft Corporation as the Director of
Software Development. Prior to joining MangoSoft Corporation in September 1995,
Mr. Davis was employed at Digital Equipment Corporation where he held a variety
of engineering and management positions over a 16-year period.

Robert E. Parsons was appointed Vice President and Chief Financial Officer
following the Merger in September 1999. He previously served MangoSoft
Corporation in the same capacity since August 1999. From

1992 through August 1999, he was employed by Advanced Modular Solutions, Inc.,
a privately held technology company that develops networked client/server
computing systems, high availability/fault tolerant computing systems, network
attached storage systems and fully-integrated streaming video solutions. He
served Advanced Modular Solutions, Inc. as its Chief Financial Officer from
1997 to August 1999, as Director of Manufacturing during 1996 and 1997, and as
Controller from 1992 to 1996.

Transactions with Management and Others

In September 1998, MangoSoft Corporation established a consulting
relationship with Dale Vincent, a Director, to serve as its interim Vice
President and Chief Financial Officer. The consulting relationship continued
when Mr. Vincent became President and Chief Executive Officer of MangoSoft
Corporation. For his services, the Company compensated Mr. Vincent through his
company, RCG, in the amount of $12,500 per month. These payments were made
through December 31, 1999 in lieu of salary paid to Mr. Vincent. Mr. Vincent
was paid a total of $150,000 in 1999. The Company believes that the fees paid
to RCG for Mr. Vincent's services during 1999 were on terms as favorable as
those available from non-affiliated persons.

In December 1999, the Company issued to Selig Zises an 8% unsecured demand
note for $200,000 principal amount, which was senior to all its obligations. On
March 28, 2000, the Company repaid the $232,500 principal, including $32,500
outstanding from earlier in the year, plus related accrued interest owed to
Selig and Jay Zises. The Company believes the terms of its borrowing
arrangements with Selig and Jay Zises were on terms as favorable as those
available from non-affiliated persons.

During 2001 and 2000, Dr. Ira Goldstein provided the Company with part-time
technical consulting. For these services, Dr. Goldstein was reimbursed on a
per-diem basis. The Company paid Dr. Goldstein $108,000 and $126,000 for the
technical consulting services he provided in 2001 and 2000, respectively. The
Company believes that the fees paid to Dr. Goldstein for his technical
consulting services during 2001 were on terms as favorable as those available
from non-affiliated persons.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended, and the rules thereunder
require the Company's Directors and officers and persons who own more than 10%
of the outstanding Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "Commission"). The
Company's personnel generally prepare these reports on the basis of information
obtained from each Director and officer, and greater than 10% stockholders are
required by the Commission to furnish the Company with copies of all reports
filed. To the best of its knowledge, all reports required by Section 16(a) of
the Exchange Act to be filed by the Company's Directors, officers and 10% or
greater stockholders during its fiscal year ended December 31, 2001 were filed
on time except that (i) two Form 4's were not timely filed for Jay Zises for
May 2001 covering two bona fide gifts of Common Stock and October 2001 covering
one purchase of Common Stock; and (ii) one Form 4 was not timely filed for
Selig Zises for September 2001 covering six purchases of the Common Stock. Form
4's for these transactions have been filed with the Commission.

Meetings of the Board of Directors

During fiscal year 2001, the Board of Directors held six (6) meetings and
took action by unanimous written consent on five (5) occasions. The Company
does not have a nominating committee. The Audit Committee of the Board of
Directors held four (4) meetings and the Compensation Committee held one (1)
meeting.

In fiscal 2001, all of the Company's Directors attended at least 75% of the
meetings of the Board of Directors and all committees of the Board of Directors
for which he was a member.

Board of Directors Resignations

In January 2001, the Board of Directors accepted the resignation of Craig D.
Goldman as Director and Non-Executive Co-Chairman of the Board of Directors.
Mr. Goldman served in this capacity since June 1999.

In March 2001, the Board of Directors accepted the resignation of Joseph
Robinson as Director of the Board of Directors. Mr. Robinson served in this
capacity since June 2000.

Committees of the Board of Directors

The Board of Directors has an Audit Committee (the "Audit Committee")
consisting entirely of independent Directors within the meaning of Nasdaq
Market Place Rule 4200(a)(15), the current members of which are Paul C. O'Brien
and Tony Coelho. In 2001, the Board of Directors ratified its Charter of the
Audit Committee originally adopted in 2000.

The Audit Committee's primary duties and responsibilities under this Charter
are as follows:

. serve as an independent and objective party to monitor the Company's
financial reporting processes and internal control systems;

. review and appraise the audit efforts of the Company's independent
auditors; and

. provide an open avenue of communication among the Company's independent
auditors, financial and senior management and the Board of Directors.

The Board of Directors has a Compensation Committee (the "Compensation
Committee"), the current members of which are Paul C. O'Brien and Tony Coelho.
The Compensation Committee has authority to interpret the provisions and
supervise the administration of the 1999 Incentive Compensation Plan, as
amended and restated, and to grant stock options outside of such plan and the
authority to review all matters relating to the personnel of the Company.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote FOR its proposal to elect of
each of the nominees for Director.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the total compensation
the Company paid to its chief executive officer and the three other executive
officers that were serving as executive officers at the end of 2001 and earned
in excess of $100,000 during 2001. These four persons are hereinafter referred
to collectively as the "Named Executive Officers."

Annual Compensation Long Term Compensation
------------------- -------------------------------
Restricted Securities All
Stock Under LTIP Other
Name and Principal Position Year Salary Bonus Awards Options/SARs Payouts Comp.
- --------------------------- ---- ------ ----- ------ ------------ ------- -----

Dale Vincent(1)........... 2001 $201,923 -- -- -- -- --
President and Chief 2000 171,635 -- -- 600,000 -- --
Executive Officer 1999 150,000 -- -- 400,000 -- --

Donald A. Gaubatz(2)(3)... 2001 179,231 -- -- -- -- --
Senior Vice President and 2000 140,096 -- -- 225,000 -- --
Chief Operating Officer 1999 -- -- -- 25,000 -- --

Scott H. Davis............ 2001 136,400 -- -- -- -- --
Vice President and Chief 2000 135,200 $19,000 -- -- -- --
Technology Officer 1999 128,000 19,000 -- 250,000 -- --

Robert E. Parsons......... 2001 139,019 -- -- -- -- --
Vice President and Chief 2000 119,615 -- -- -- -- --
Financial Officer 1999 43,265 25,000 -- 160,000 -- --

- --------
(1) In September 1998, MangoSoft Corporation negotiated an agreement with Mr.
Vincent and his company RCG Real Estate ("RCG") under which Mr. Vincent
served MangoSoft Corporation as its Chief Financial Officer, in
consideration of which MangoSoft Corporation paid RCG $12,500 per month. In
May 1999, Mr. Vincent was named the President and Chief Executive Officer
of MangoSoft Corporation. Mr. Vincent continued to be compensated under the
terms of the agreement with RCG through December 1999. On January 1, 2000,
Mr. Vincent became an employee of the Company and the agreement with RCG
was terminated. The Company believes the fees paid to AVM and RCG for Mr.
Vincent's services during the respective periods were on terms as favorable
as those available from non-affiliated persons.
(2) The 2000 salary amount reflects a partial year. Dr. Gaubatz began
employment in January 2000.
(3) Dr. Gaubatz received the option to purchase 25,000 shares of Common Stock
in his capacity as a member of the Company's Board of Advisors in 1999.

The following tables set forth information concerning grants of stock
options to and exercises of stock options by Directors and Named Executive
Officers during 2001, and the number and value of unexercised options held by
each of them at December 31, 2001. The value of the unexercised in-the-money
options is based on the average bid and ask price of the Common Stock on the
OTCBB on December 31, 2001. There is a limited market for the Common Stock and,
accordingly, such valuation may not necessarily reflect the actual market value
of the outstanding options.

Options / SAR Grants in Last Fiscal Year

There were no individual grants of stock options made to any Named Executive
Officer in 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/
Options/SARs at FY-end SARs at FY-end
------------------------- -------------------------
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------

Dale Vincent..... -- -- 1,000,000 -- $-- $--
Donald A. Gaubatz -- -- 123,437 126,563 -- --
Scott H. Davis... -- -- 243,600 -- -- --
Robert E. Parsons -- -- 160,000 -- -- --

Compensation of Directors

With the exception to Dr. Goldstein, who was paid $108,000 in 2001 for
technical consulting services he rendered to the Company, outside Directors are
compensated for their services in the form of stock option grants. No cash
compensation is paid to the Directors for their services. The following table
sets forth the options granted to each outside Director in 2001:

Potential Realizable Value At Assumed
Annual Rates Of Stock Price
Appreciation For Option Term
-------------------------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees and of Base Expiration
Name Granted Others in Fiscal Year Price Date 5% 10%
---- ---------- --------------------- -------- ---------- ------- -------

Tony Coelho.. 200,000 22.0% $2.50 2/28/11 $25,000 $50,000
Ira Goldstein 100,000 11.0 2.50 2/28/11 12,500 25,000

Employment Agreements

The Company does not have employment contracts with any of its Named
Executive Officers.

Report on Repricing of Options/SARs

On April 2, 2001, MangoSoft's Board of Directors resolved to reprice options
to purchase the Common Stock that were originally issued between October 1999
and December 2000 having exercise prices ranging from $1.88 to $5.00 per share.
The exercise price for these options was reduced to $1.03 per share, the
closing market value of the Common Stock as of the repricing date.

Number Market Price Exercise Length of
of Securities of Stock at Price at New Original Option
Underlying Options/ Time of Time of Exercise Term Remaining
Name Date SARs Repriced Repricing Repricing Price at Date of Repricing
---- ------ ------------------- ------------ --------- -------- --------------------

Dale Vincent..... 4/2/01 600,000 $1.03 $4.00 $1.03 8.9 years
Donald A. Gaubatz 4/2/01 225,000 1.03 4.00 1.03 8.8 years
Ira Goldstein.... 4/2/01 25,000 1.03 5.00 1.03 9.0 years

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee is committed to aligning the compensation the
Company pays to its executives and non-executives with the Company's business
objectives and performance. The Board of Directors believes that the Company's
ability to attract, retain and reward its personnel is, in part, dependent on
the compensation it pays in the form of salaries, bonuses and stock option
grants.

The Company regularly compares the compensation it provides to its employees
with that of similar technology companies based in Massachusetts, as published
in regional salary surveys. An employee's compensation is also dependent on his
or her individual performance, corporate performance and performance relative
to the Company's competitors. The Company does not have a formal bonus plan,
however, the Company may make discretionary bonus payments.

The Company recognizes that a stock incentive program is necessary to
complete a competitive compensation package. The Board of Directors must
approve all stock option grants. The Company's 1999 Incentive Compensation
Plan, as amended and restated, provides for stock option grants to employees
and Directors. Individual employee stock option grants generally vest over
extended periods of time, thereby encouraging employees to remain employed by
the Company. In addition to being a retention device, extended vesting
encourages employees to maintain a long-term perspective.

In 2001, the Company emerged from the development stage when it began making
commercial sales of its Mangomind/SM/ service and Cachelink(TM) product. Prior
to this, the Company was considered a development stage company. As a
development stage company, the Company's principal focus was on research and
new product development. Accordingly, the Company measured its performance in
terms of product development, quality of software code and the timely release
of new software versions. In the future, the Company expects that it will
continue measuring itself in these terms in addition to parameters such as
revenues and overall profitability.

Dale Vincent has served as President, Chief Executive Officer and Director
of the Company since May 1999. Mr. Vincent's 2001 compensation was determined
using the principals described above and the Compensation Committee believes
that the total compensation paid to Mr. Vincent for 2001 was fair to him, the
Company and its stockholders.

Members of the Compensation Committee

Paul C. O'Brien
Tony Coelho

STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total shareholder return on the
Common Stock with the cumulative total return on the Nasdaq Stock Market Index
and the Merrill Lynch Internet HOLDR Index. The period shown commences on
September 7, 1999, the Company's first trading day on the Over-The-Counter
Bulletin Board Market and ends on December 31, 2001, the end of the Company's
last fiscal year. The graph assumes an investment of $100 on September 7, 1999
and the reinvestment of any dividends.

The comparisons in the graph below are based on historical data and are not
indicative of, nor intended to forecast, future performance of the Common Stock.

Comparison of 40 Month Cumulative Total Return Among MangoSoft, Inc., The
Nasdaq Stock Market Index and the Merrill Lynch Internet HOLDRS Index

[CHART]

MNGX Merrill Lynch Internet HOLDRS Nasdaq Composite
9/7/1999 100 100 100
12/31/1999 108 166 143
12/31/2000 13 38 87
12/31/2001 7 35 69

9/7/1999 12/31/1999 12/31/2000 12/31/2001
-------- ---------- ---------- ----------

MNGX.............................. 100 108 13 7
Merrill Lynch Internet HOLDR Index 100 166 38 35
Nasdaq Stock Market Index......... 100 143 87 69

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the audited consolidated
financial statements for the year ended December 31, 2001 with management and
has discussed with the independent auditors the matters required to be
discussed by SAS 61, as amended. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, and has discussed with the
independent public accountant the independent accountant's independence.

Based on the review and discussions referenced above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

Members of the Audit Committee

Paul C. O'Brien
Tony Coelho

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed Deloitte & Touche, independent
certified public accountants, to audit the books and records of the Company for
the fiscal year ended December 31, 2002. The affirmative vote of at least a
majority of the outstanding shares of Common Stock present at the Annual
Meeting that are entitled to vote is required for the ratification of the
selection of Deloitte & Touche as the Company's independent auditors for the
fiscal year ending December 31, 2002. As a result of Deloitte & Touche's
knowledge of the Company's operations, and reputation in the auditing field,
the Board of Directors is convinced that Deloitte & Touche has the necessary
personnel, professional qualifications and independence to act as the Company's
auditors. A representative of Deloitte & Touche is expected to be present at
the Annual Meeting and will be given an opportunity to make a statement if he
or she so desires. The representative will be available to respond to
appropriate questions.

Audit Fees

The audit fees billed by Deloitte and Touche for its audit of the Company's
2001 consolidated financial statements and its reviews of the Company's 2001
unaudited condensed consolidated quarterly financial statements were
approximately $54,000.

All Other Fees

In 2001, Deloitte & Touche billed the Company approximately $16,000 in
professional services in the areas of tax compliance, employee benefits and
attest services related to filings with the Securities and Exchange Commission.
The Audit Committee does not believe that the other fees billed by Deloitte &
Touche in 2001 impair its independence.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the adoption of
this proposal.

PROPOSAL THREE: APPROVAL OF AN AMENDMENT TO THE ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK

By unanimous written consent dated April 3, 2002, the Board of Directors
adopted a resolution approving, and requesting that the stockholders authorize,
an amendment to the Articles of Incorporation that would increase the number of
authorized shares of Preferred Stock from 5,000,000 shares to 15,000,000
shares. The Board of Directors determined that this amendment is advisable and
in the best interests of the Company and its stockholders and directed that it
be submitted for approval of the stockholders at the Annual Meeting. The Board
reserves the right, notwithstanding stockholder approval, and without further
action by the stockholders, to determine not to proceed with this proposed
increase in the authorized Preferred Stock if, at any time prior to the filing
of the proposed amendment with the Secretary of State of the State of Nevada,
the Board of Directors, in its sole discretion, determines that the increase in
the authorized Preferred Stock is no longer in the best interest of the Company
and its stockholders.

If this proposal is approved, the section of Article IV of the Articles of
Incorporation entitled "Preferred" will be amended and restated in its entirety
to read as follows:

Preferred. The Corporation shall be authorized to issue 15,000,000 shares of
Preferred Stock having a par value of $.001 per share and with such rights,
preferences and designations determined by the board of directors.

The objective of the increase in the authorized number of shares of
Preferred Stock is to ensure that the Company has a sufficient number of shares
authorized for future issuances. As of December 31, 2001, the Company had no
shares of Preferred stock issued or outstanding. The Board of Directors
believes that the increase is prudent in order to provide a reserve of shares
available for issuance to meet business needs as they arise. Such future
activities may include, without limitation, financings, establishing strategic
relationships with corporate partners, to acquire or invest in complementary
businesses or to obtain the right to market complementary products.

If the stockholders approve the proposed amendment, the Board of Directors
may cause the issuance of additional shares of Preferred Stock without further
vote of the stockholders of the Company, except as provided under Nevada
corporate law. The issuance of additional shares of Preferred Stock would
decrease the proportionate equity interest of the Company's current
stockholders and, depending upon the price paid for such shares, could result
in dilution to the Company's current stockholders.

If this proposed amendment to Article IV of the Articles of Incorporation is
not authorized by the stockholders, the number of authorized shares of
Preferred Stock will not increase. If this amendment is authorized, the Company
will file a certificate with the Nevada Secretary of State in the form of a
Certificate of Amendment of the Articles of Incorporation of the Company,
attached to this proxy statement as Exhibit A, as soon as is reasonably
practical after the Annual Meeting, reflecting the changes resulting from the
amendment and to become effective on the filing thereof.

Required Vote

The affirmative vote of at least a majority of the outstanding shares of
Common Stock entitled to vote at the Annual Meeting will be required to approve
this proposal. Both abstentions and broker non-votes are not affirmative votes
and, therefore, will have the same effect as votes against this proposal.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the next annual
meeting of stockholders must be received by the Company at its principal
executive offices by December 16, 2002 for inclusion in the proxy statement and
form of proxy relating to that meeting and must comply with the applicable
requirements of the federal securities laws. Stockholder proposals intended to
be presented at the next annual meeting of stockholders but submitted outside
the processes of Rule 14a-8 under Securities Exchange Act of 1934 (i.e., a
proposal which is not submitted for inclusion in the Company's proxy statement)
must be received by the Company at its principal executive offices by March 1,
2003 to be considered timely under the Securities and Exchange Commission's
proxy rules.

OTHER MATTERS

The Board of Directors does not know of any matters to be brought before the
Annual Meeting other than the matters set forth in the Notice of Annual Meeting
of Stockholders and matters incident to the conduct of the Annual Meeting.
However, if any other matters should properly come before the Annual Meeting,
the persons named in the enclosed proxy card will have discretionary authority
to vote all proxies with respect thereto in accordance with their best judgment.

EXHIBIT A

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

MANGOSOFT, INC.

The undersigned corporation, in order to amend its Articles of
Incorporation, hereby certifies as follows:

FIRST: The name of the corporation is MangoSoft, Inc. (the "Corporation").

SECOND: The Corporation hereby amends its Articles of Incorporation as
follows:

The section of Article IV of the Articles of Incorporation of the
Corporation entitled "Preferred Stock," relating to the total number of shares
of Preferred Stock for which the Corporation shall have the authority to issue,
is hereby amended and restated in its entirety and, as so amended and restated,
shall read as follows:

THIRD: The amendment effected hereby was duly adopted in accordance with
Section 78.390 of the Nevada General Corporation Law.

IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed as of the
17th day of May, 2002, by the undersigned who affirms that the statements made
herein are true under the penalties of perjury.

MANGOSOFT, INC.

By: -----------------------------
Print name:
Title:

PROXY
MANGOSOFT, INC.
The undersigned hereby appoints Dale Vincent and Robert E. Parsons, and each
of them, with power of substitution, to represent and to vote on behalf of the
undersigned all of the shares of Common Stock of MangoSoft, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the Company's offices at 1500 West Park Drive, Suite
190, Westborough, Massachusetts 01581 on Friday, May 17, 2002, at 10:00 a.m.
local time, and at any adjournment or adjournments thereof, hereby revoking all
proxies heretofore given with respect to such stock, upon the following
proposals more fully described in the notice of and proxy statement for the
meeting (receipt of which is hereby acknowledged).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 and 3
1. ELECTION OF DIRECTORS

[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed

Dale Vincent, Paul C. O'Brien, Tony Coelho, Dr. Ira Goldstein, Selig Zises,
and Dr. Nick Tredinnick
Instruction: To withhold authority to vote for any individual, write that
nominee's name on the space provided below:

2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2002
[_] FOR [_] AGAINST [_] ABSTAIN
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, upon such other matters as may properly come before the
meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1, FOR
PROPOSAL 2 AND FOR PROPOSAL 3.

[_] I will attend the [_] I will not attend the
meeting meeting
Dated:
By: _....................

Print name: _____________

By: _....................

Print name: ___________
Note: Please sign exactly
as names appear on this
proxy. Where shares are
held by joint tenants,
both should sign. If
signing as attorney,
executor, administrator,
trustee or guardian,
please give full title as
such. If a corporation,
please sign in full
corporate name by
president or other
authorized person. If a
partnership, please sign
in partnership name by an
authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.