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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 12b-25
Notification of Late Filing
Check One: / / Form 10-KSB
/ / Form 20-F
/ / Form 11-K
/x/ Form 10-QSB
/ / Form N-SAR
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form 10-Q
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates.
Part I: Registrant Information
MangoSoft, Inc.
(Name of Registrant as Specified in Charter)
First American Clock Co.
(Former Name, if Applicable)
1500 West Park Drive, Suite 190
(Address of Principal Executive Office (Street and Number
Westborough, Massachusetts 01581
(City, State and Zip Code)
Part II: Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate):
/x/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/x/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
The Company was delayed in transmission of its Quarterly
Report on Form 10-QSB due to Company exigencies which
prevented the timely preparation of the report as a result of
reallocation of resources and personnel.
Part IV: Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Robert Parsons (508) 871-7300
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(Name) (Area Code) (Telephone Number)
(2) Haveall other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s).
/x/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
/x/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made. See Attachment A.
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MangoSoft, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 15, 1999 By: /s/ Robert Parsons
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Robert Parsons, Chief Financial
Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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ATTACHMENT A
On September 7, 1999, MangoMerger Corp., a wholly-owned subsidiary of
First American Clock Co. ("First American"), merged with and into MangoSoft
Corporation ("MangoSoft"), pursuant to an Agreement and Plan of Merger (the
"Merger"), dated August 27, 1999. Following the Merger, the business to be
conducted by First American was the business conducted by MangoSoft prior to the
Merger. In conjunction with the Merger, First American changed its name to
MangoSoft, Inc.
The results of the third quarter ended September 30, 1999 reflected a
net loss of $2,466,807, compared with a net loss of $2,776,111 in the same
quarter in 1998. Revenues for the third quarter ended September 30, 1999 were
approximately $27,775, an increase of approximately $26,637 from the third
quarter of 1998. In addition, the Company's cash position strengthened from
approximately $379,094 at September 30, 1998 to $2,319,040 in September 30,
1999.
The chart below contains certain summary unaudited financial
information for the quarters ended September 30, 1999 and 1998. For a variety of
reasons, including the recent consummation of the Merger and the fact that the
new business of the Company is still in its early stages of development,
period-to-period comparisons may not be meaningful.
Except for the historical information herein, the matters discussed
herein include forward-looking statements that may involve a number or risks and
uncertainties. Future results may vary significantly based on a number of
factors, including, but not limited to, risks in market acceptance of new
products and services and continuing demand for the same, the impact of
competitive products and pricing, changing economic conditions and other risk
factors.
MANGOSOFT, INC.
MangoSoft Summary Results of Operations
<TABLE>
<CAPTION>
Nine months ended
9/30/98 9/30/99
(Unaudited) (Unaudited)
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<S> <C> <C>
Revenue $ 308,260.00 $ 35,678.00
Income (loss) from operations $(10,395,340.00) $(5,562,005.00)
Net income (loss) $(10,262,037.00) $(5,922,102.00)
Net income (loss) per common share - basic $ (7.77) $ (2.02)
Net income (loss) per common share - diluted $ (7.77) $ (2.02)
Weighted average basic common $ 1,575,000 $ 3,609,333
Shares outstanding 1,575,000 19,883,998
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