content: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                         ----------------------------------
                                      FORM 8-K
                         ----------------------------------
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
              March 11, 2003                                  0-30781
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
              event reported)
  
  
                                 MangoSoft, Inc.
                                 ---------------
               (Exact name of registrant as specified in its charter)
  
  
                    Nevada                                    87-0543565
       --------------------------------                  ------------------------
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization                      Identification Number)
  
  
  
  
                              12 Pine Street Extension,
                                 Nashua, New Hampshire        03060
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (888) 886-2646
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  
  Item 5.  Other Events
  
  
         On March 11,  2003,  the  Board of  Directors  of  MangoSoft,  Inc.  (the
  "Corporation" or the "Company") declared a dividend distribution of one right (a
  "Right") to purchase  one-tenth of a share of the Common Stock,  $.01 par value,
  of the Corporation (the "Common  Shares") for each  outstanding  share of Common
  Stock,  payable to the  stockholders  of record on March 18,  2003 (the  "Record
  Date").  The Board of Directors also authorized and directed the issuance of one
  Right with respect to each Common Share issued thereafter until the Distribution
  Date (as defined  below) and, in certain  circumstances,  with respect to Common
  Shares  issued after the  Distribution  Date.  Except as set forth  below,  each
  Right, when it becomes  exercisable,  entitles the registered holder to purchase
  from the Corporation one-tenth of a Common Share at a price of $125.00 per whole
  Common Share (the "Purchase Price"), subject to adjustment.  The description and
  terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
  between the Corporation  and Interwest  Transfer Co., Inc., as Rights Agent (the
  "Rights Agent"), dated as of March 14, 2003.
  
         Initially,  the Rights will be attached to all certificates  representing
  Common  Shares then  outstanding,  and no separate  Right  Certificates  will be
  distributed.  The Rights will  separate from the Common Shares upon the earliest
  to occur of (i) a person  or  entity  (a  "Person")  or group of  affiliated  or
  associated  Persons (a "Group") having acquired  beneficial  ownership of 15% or
  more of the outstanding  Common Shares (except pursuant to a Permitted Offer, as
  hereinafter  defined); or (ii) 10 business days (or such later date as the Board
  of Directors may determine) following the commencement of, or announcement of an
  intention to make, a tender offer or exchange  offer the  consummation  of which
  would result in a Person or Group becoming an Acquiring  Person (as  hereinafter
  defined) (the earliest of such dates being called the  "Distribution  Date").  A
  Person or Group whose  acquisition of Common Shares causes a  Distribution  Date
  pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Shares Acquisition Date."
  
         Notwithstanding  the foregoing,  stockholders who currently own in excess
  of 5% of the  outstanding  Common  Shares and their  affiliates  and  associates
  ("Grandfathered  Stockholders")  will not be deemed to be Acquiring  Persons and
  their  ownership  will  not  cause  a  Distribution  Date  unless  they  acquire
  additional  Common Shares equal to more than 100% of the number of Common Shares
  owned by them on the date of the Rights  Agreement.  Grandfathered  Stockholders
  may transfer some or all of the Common Shares which they beneficially own to any
  Person that does not, prior to such transfer,  beneficially  own more than 1% of
  the outstanding shares.
  
         In addition,  a Person who acquires Common Shares pursuant to a tender or
  exchange  offer  which is for all  outstanding  Common  Shares at a price and on
  terms  which the Board of  Directors  determines  (prior to  acquisition)  to be
  adequate  and in the best  interests  of the  Corporation  and its  stockholders
  (other than such Person,  its affiliates and  associates) (a "Permitted  Offer")
  will not be deemed to be an Acquiring  Person and such Person's  ownership  will
  not constitute a Distribution Date.
  
  
  <PAGE>
  
         The Rights  Agreement  provides that,  until the  Distribution  Date, the
  Rights  will be  transferred  with and only with the  Common  Shares.  Until the
  Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
  Common Share certificates  issued after the Record Date upon the transfer or new
  issuance  of Common  Shares  will  contain a notation  incorporating  the Rights
  Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
  expiration of the Rights),  the surrender for transfer of any  certificates  for
  Common Shares outstanding as of the Record Date, even without such notation or a
  copy of this Summary of Rights being attached thereto,  will also constitute the
  transfer of the Rights  associated  with the Common Shares  represented  by such
  certificate.  As soon as practicable  following the Distribution Date,  separate
  certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
  holders  of record of the  Common  Shares  as of the  close of  business  on the
  Distribution  Date (and to each initial  record holder of certain  Common Shares
  issued after the Distribution  Date), and such separate Right Certificates alone
  will evidence the Rights.
  
         The Rights are not  exercisable  until the  Distribution  Date,  and will
  expire at the close of business on March 19, 2013,  unless  earlier  redeemed by
  the Corporation as described below.
  
         In the event that any person becomes an Acquiring Person,  each holder of
  Rights  (other than Rights  that have become null and void as  described  below)
  will thereafter have the right (the "Flip-In  Right") to receive,  upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities  of the  Corporation)  having  a  value  (immediately  prior  to such
  triggering  event)  equal to two  times  the  aggregate  exercise  price of such
  Rights.  For example,  if a Person became an Acquiring person at a time when the
  current per share market price of the Corporation's Common Shares is $50.00 (and
  prior to any antidilution adjustment as described below), each holder of a Right
  (other than a Right which has become null and void as  described  herein)  would
  have the right to receive  upon the  exercise of the Right 5 Common  Shares upon
  the payment of an exercise price of $125.00.
  
         The Board, at its option,  may exchange each Right (other than those that
  have become null and void as  described  below) for one Common  Share in lieu of
  the Flip-In Right,  provided no Person is the beneficial owner of 50% or more of
  the Common Shares at the time of such exchange.  Notwithstanding  the foregoing,
  following the occurrence of the event  described  above,  all Rights that are or
  (under  certain   circumstances   specified  in  the  Rights   Agreement)   were
  beneficially owned by any Acquiring Person or any affiliate or associate thereof
  or certain transferees thereof will be null and void.
  
         In the event that, at any time following the Shares Acquisition Date, (i)
  the  Corporation  is  acquired  in  a  merger  or  other  business   combination
  transaction  in  which  the  holders  of all of the  outstanding  Common  Shares
  immediately  prior to the consummation of the transaction are not the holders of
  all of the surviving  corporation's  voting power,  or (ii) more than 50% of the
  Corporation's  assets or earning power is sold or transferred,  then each holder
  of Rights (except Rights which  previously  have been voided as set forth above)
  shall  thereafter  have the right  (the  "Flip-Over  Right")  to  receive,  upon
  exercise of such Rights,  common shares of the acquiring  company (or in certain
  circumstances,  its  parent)  having a value  equal to two times  the  aggregate
  exercise price of the Rights; provided,  however, that the Flip Over Right shall
  not apply to any transaction  described in clause (i) if (x) such transaction is
  with a Person or Persons (or a wholly
  
  <PAGE>
  
  owned  subsidiary  of any such Person or Persons)  that  acquired  Common
  Shares pursuant to a Permitted Offer and (y) the price and form of consideration
  offered in such  transaction  is the same as that paid to all  holders of Common
  Shares whose shares were purchased  pursuant to the Permitted  Offer. The holder
  of a Right will continue to have the Flip-Over  Right whether or not such holder
  exercises or surrenders the Flip-In Right.
  
         The  Purchase  Price  payable,  and the number of Common  Shares or other
  securities issuable,  upon exercise of the Rights are subject to adjustment from
  time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
  subdivision,  combination or  reclassification  of, the Common Shares, (ii) upon
  the grant to holders  of the Common  Shares of  certain  rights or  warrants  to
  subscribe for or purchase  Common Shares at a price,  or securities  convertible
  into Common Shares with a conversion  price,  less than the then current  market
  price of the Common  Shares,  or (iii) upon the  distribution  to holders of the
  Common  Shares  of  evidences  of  indebtedness  or  assets  (excluding  regular
  quarterly  cash  dividends) or of  subscription  rights or warrants  (other than
  those referred to above).
  
         With certain  exceptions,  no  adjustment  in the Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase  Price.  No  fractional  Common Shares will be issued and, in lieu
  thereof,  an  adjustment  in cash will be made based on the market  price of the
  Common Shares on the last trading day prior to the date of exercise.
  
         At any time  prior to the  earlier to occur of (i) a person  becoming  an
  Acquiring  Person or (ii) the  expiration  of the Rights,  the  Corporation  may
  redeem the Rights in whole,  but not in part, at a price of $.001 per Right (the
  "Redemption  Price"),  which redemption shall be effective at such time, on such
  basis and with such  conditions  as the Board of Directors  may establish in its
  sole discretion. The Corporation may, at its option, pay the Redemption Price in
  Common Shares.
  
         All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution  Date.  After the Distribution  Date, the
  provisions of the Rights  Agreement may be amended by the Board in order to cure
  any ambiguity,  defect or inconsistency,  to make changes which do not adversely
  affect the  interests  of  holders of Rights  (excluding  the  interests  of any
  Acquiring Person),  or, subject to certain  limitations,  to shorten or lengthen
  any time period under the Rights Agreement.
  
         Until a Right is exercised,  the holder  thereof,  as such,  will have no
  rights as a stockholder of the Corporation,  including,  without limitation, the
  right to vote or to receive dividends. While the distribution of the Rights will
  not be taxable to stockholders of the Corporation,  stockholders may,  depending
  upon the  circumstances,  recognize  taxable  income  should the  Rights  become
  exercisable or upon the occurrence of certain events thereafter.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (c) Exhibits.
  
  <PAGE>
  
         Exhibit  4.1  Rights  Agreement,  dated  as of  March  14,  2003  between
  MangoSoft, Inc. and Interwest Transfer Co., Inc., incorporated by reference from
  Form 8-A of MangoSoft,  Inc., filed with the Securities and Exchange  Commission
  on March 21, 2003.
  
  
  <PAGE>
  
  
  
                                     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/ Dale Vincent
                                         ---------------------------------
                                         Name: Dale Vincent
                                               Chief Executive Officer
  
  
  March 18, 2003
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text: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                         ----------------------------------
                                      FORM 8-K
                         ----------------------------------
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
              March 11, 2003                                  0-30781
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
              event reported)
  
                                 MangoSoft, Inc.
                                 ---------------
               (Exact name of registrant as specified in its charter)
  
                    Nevada                                    87-0543565
       --------------------------------                  ------------------------
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization                      Identification Number)
  
                              12 Pine Street Extension,
                                 Nashua, New Hampshire        03060
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
                                   (888) 886-2646
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  Item 5.  Other Events
  
         On March 11,  2003,  the  Board of  Directors  of  MangoSoft,  Inc.  (the
  "Corporation" or the "Company") declared a dividend distribution of one right (a
  "Right") to purchase  one-tenth of a share of the Common Stock,  $.01 par value,
  of the Corporation (the "Common  Shares") for each  outstanding  share of Common
  Stock,  payable to the  stockholders  of record on March 18,  2003 (the  "Record
  Date").  The Board of Directors also authorized and directed the issuance of one
  Right with respect to each Common Share issued thereafter until the Distribution
  Date (as defined  below) and, in certain  circumstances,  with respect to Common
  Shares  issued after the  Distribution  Date.  Except as set forth  below,  each
  Right, when it becomes  exercisable,  entitles the registered holder to purchase
  from the Corporation one-tenth of a Common Share at a price of $125.00 per whole
  Common Share (the "Purchase Price"), subject to adjustment.  The description and
  terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
  between the Corporation  and Interwest  Transfer Co., Inc., as Rights Agent (the
  "Rights Agent"), dated as of March 14, 2003.
  
         Initially,  the Rights will be attached to all certificates  representing
  Common  Shares then  outstanding,  and no separate  Right  Certificates  will be
  distributed.  The Rights will  separate from the Common Shares upon the earliest
  to occur of (i) a person  or  entity  (a  "Person")  or group of  affiliated  or
  associated  Persons (a "Group") having acquired  beneficial  ownership of 15% or
  more of the outstanding  Common Shares (except pursuant to a Permitted Offer, as
  hereinafter  defined); or (ii) 10 business days (or such later date as the Board
  of Directors may determine) following the commencement of, or announcement of an
  intention to make, a tender offer or exchange  offer the  consummation  of which
  would result in a Person or Group becoming an Acquiring  Person (as  hereinafter
  defined) (the earliest of such dates being called the  "Distribution  Date").  A
  Person or Group whose  acquisition of Common Shares causes a  Distribution  Date
  pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Shares Acquisition Date."
  
         Notwithstanding  the foregoing,  stockholders who currently own in excess
  of 5% of the  outstanding  Common  Shares and their  affiliates  and  associates
  ("Grandfathered  Stockholders")  will not be deemed to be Acquiring  Persons and
  their  ownership  will  not  cause  a  Distribution  Date  unless  they  acquire
  additional  Common Shares equal to more than 100% of the number of Common Shares
  owned by them on the date of the Rights  Agreement.  Grandfathered  Stockholders
  may transfer some or all of the Common Shares which they beneficially own to any
  Person that does not, prior to such transfer,  beneficially  own more than 1% of
  the outstanding shares.
  
         In addition,  a Person who acquires Common Shares pursuant to a tender or
  exchange  offer  which is for all  outstanding  Common  Shares at a price and on
  terms  which the Board of  Directors  determines  (prior to  acquisition)  to be
  adequate  and in the best  interests  of the  Corporation  and its  stockholders
  (other than such Person,  its affiliates and  associates) (a "Permitted  Offer")
  will not be deemed to be an Acquiring  Person and such Person's  ownership  will
  not constitute a Distribution Date.
  The Rights  Agreement  provides that,  until the  Distribution  Date, the
  Rights  will be  transferred  with and only with the  Common  Shares.  Until the
  Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
  Common Share certificates  issued after the Record Date upon the transfer or new
  issuance  of Common  Shares  will  contain a notation  incorporating  the Rights
  Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
  expiration of the Rights),  the surrender for transfer of any  certificates  for
  Common Shares outstanding as of the Record Date, even without such notation or a
  copy of this Summary of Rights being attached thereto,  will also constitute the
  transfer of the Rights  associated  with the Common Shares  represented  by such
  certificate.  As soon as practicable  following the Distribution Date,  separate
  certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
  holders  of record of the  Common  Shares  as of the  close of  business  on the
  Distribution  Date (and to each initial  record holder of certain  Common Shares
  issued after the Distribution  Date), and such separate Right Certificates alone
  will evidence the Rights.
  
         The Rights are not  exercisable  until the  Distribution  Date,  and will
  expire at the close of business on March 19, 2013,  unless  earlier  redeemed by
  the Corporation as described below.
  
         In the event that any person becomes an Acquiring Person,  each holder of
  Rights  (other than Rights  that have become null and void as  described  below)
  will thereafter have the right (the "Flip-In  Right") to receive,  upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities  of the  Corporation)  having  a  value  (immediately  prior  to such
  triggering  event)  equal to two  times  the  aggregate  exercise  price of such
  Rights.  For example,  if a Person became an Acquiring person at a time when the
  current per share market price of the Corporation's Common Shares is $50.00 (and
  prior to any antidilution adjustment as described below), each holder of a Right
  (other than a Right which has become null and void as  described  herein)  would
  have the right to receive  upon the  exercise of the Right 5 Common  Shares upon
  the payment of an exercise price of $125.00.
  
         The Board, at its option,  may exchange each Right (other than those that
  have become null and void as  described  below) for one Common  Share in lieu of
  the Flip-In Right,  provided no Person is the beneficial owner of 50% or more of
  the Common Shares at the time of such exchange.  Notwithstanding  the foregoing,
  following the occurrence of the event  described  above,  all Rights that are or
  (under  certain   circumstances   specified  in  the  Rights   Agreement)   were
  beneficially owned by any Acquiring Person or any affiliate or associate thereof
  or certain transferees thereof will be null and void.
  
         In the event that, at any time following the Shares Acquisition Date, (i)
  the  Corporation  is  acquired  in  a  merger  or  other  business   combination
  transaction  in  which  the  holders  of all of the  outstanding  Common  Shares
  immediately  prior to the consummation of the transaction are not the holders of
  all of the surviving  corporation's  voting power,  or (ii) more than 50% of the
  Corporation's  assets or earning power is sold or transferred,  then each holder
  of Rights (except Rights which  previously  have been voided as set forth above)
  shall  thereafter  have the right  (the  "Flip-Over  Right")  to  receive,  upon
  exercise of such Rights,  common shares of the acquiring  company (or in certain
  circumstances,  its  parent)  having a value  equal to two times  the  aggregate
  exercise price of the Rights; provided,  however, that the Flip Over Right shall
  not apply to any transaction  described in clause (i) if (x) such transaction is
  with a Person or Persons (or a wholly
  owned  subsidiary  of any such Person or Persons)  that  acquired  Common
  Shares pursuant to a Permitted Offer and (y) the price and form of consideration
  offered in such  transaction  is the same as that paid to all  holders of Common
  Shares whose shares were purchased  pursuant to the Permitted  Offer. The holder
  of a Right will continue to have the Flip-Over  Right whether or not such holder
  exercises or surrenders the Flip-In Right.
  
         The  Purchase  Price  payable,  and the number of Common  Shares or other
  securities issuable,  upon exercise of the Rights are subject to adjustment from
  time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
  subdivision,  combination or  reclassification  of, the Common Shares, (ii) upon
  the grant to holders  of the Common  Shares of  certain  rights or  warrants  to
  subscribe for or purchase  Common Shares at a price,  or securities  convertible
  into Common Shares with a conversion  price,  less than the then current  market
  price of the Common  Shares,  or (iii) upon the  distribution  to holders of the
  Common  Shares  of  evidences  of  indebtedness  or  assets  (excluding  regular
  quarterly  cash  dividends) or of  subscription  rights or warrants  (other than
  those referred to above).
  
         With certain  exceptions,  no  adjustment  in the Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase  Price.  No  fractional  Common Shares will be issued and, in lieu
  thereof,  an  adjustment  in cash will be made based on the market  price of the
  Common Shares on the last trading day prior to the date of exercise.
  
         At any time  prior to the  earlier to occur of (i) a person  becoming  an
  Acquiring  Person or (ii) the  expiration  of the Rights,  the  Corporation  may
  redeem the Rights in whole,  but not in part, at a price of $.001 per Right (the
  "Redemption  Price"),  which redemption shall be effective at such time, on such
  basis and with such  conditions  as the Board of Directors  may establish in its
  sole discretion. The Corporation may, at its option, pay the Redemption Price in
  Common Shares.
  
         All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution  Date.  After the Distribution  Date, the
  provisions of the Rights  Agreement may be amended by the Board in order to cure
  any ambiguity,  defect or inconsistency,  to make changes which do not adversely
  affect the  interests  of  holders of Rights  (excluding  the  interests  of any
  Acquiring Person),  or, subject to certain  limitations,  to shorten or lengthen
  any time period under the Rights Agreement.
  
         Until a Right is exercised,  the holder  thereof,  as such,  will have no
  rights as a stockholder of the Corporation,  including,  without limitation, the
  right to vote or to receive dividends. While the distribution of the Rights will
  not be taxable to stockholders of the Corporation,  stockholders may,  depending
  upon the  circumstances,  recognize  taxable  income  should the  Rights  become
  exercisable or upon the occurrence of certain events thereafter.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (c) Exhibits.
  Exhibit  4.1  Rights  Agreement,  dated  as of  March  14,  2003  between
  MangoSoft, Inc. and Interwest Transfer Co., Inc., incorporated by reference from
  Form 8-A of MangoSoft,  Inc., filed with the Securities and Exchange  Commission
  on March 21, 2003.
  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/ Dale Vincent
                                         ---------------------------------
                                         Name: Dale Vincent
                                               Chief Executive Officer
  
  March 18, 2003