UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

                  For the Quarterly Period Ended March 31, 2005

                                       or

[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934.

             For the Transition Period From __________ To _________

                        Commission File Number: 000-30781


                                 MANGOSOFT, INC.
        (Exact name of small business issuer as specified in its charter)


           Nevada                                          87-0543565
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)


          12 Technology Way
              Nashua, NH                                      03060
(Address of principal executive offices)                   (Zip code)

                    Issuer's telephone number: (603) 324-0400

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock 1,013,038 Shares
$0.001 Par Value (Outstanding on May 13, 2005)


    Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

<PAGE>

                         MANGOSOFT, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB


                                                                           Page
PART I.  FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements (unaudited):

Balance Sheets as of March 31, 2005 and December 31, 2004.................... 3
Statements of Operations for the Three Months Ended March 31, 2005
  and 2004................................................................... 4
Statements of Cash Flows for the Three Months Ended March 31, 2005
  and 2004................................................................... 5
Notes to Unaudited Condensed Consolidated Financial Statements............... 6

ITEM 2 - Management's Discussion and Analysis of Financial Condition
          and Results of Operations.......................................... 8

ITEM 3 - Controls and Procedures.............................................15


PART II.          OTHER INFORMATION

ITEM 1 - Legal Proceedings...................................................16
ITEM 6 - Exhibits and Reports on Form 8-K....................................17

Signature....................................................................18
Officer Certification........................................................19


                                       2

<PAGE>

                         MANGOSOFT, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,      December 31,
                                                                    2005            2004
                                                                ------------    ------------
                                                                (Unaudited)
<S>                                                             <C>             <C>
                               ASSETS
Current Assets:
     Cash and cash equivalents ..............................   $    636,385    $    458,032
     Short-term investments .................................         89,709         346,506
     Accounts receivable ....................................         12,600          12,512
                                                                ------------    ------------
          Total assets ......................................        738,694         817,052
                                                                ============    ============

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable .......................................   $    732,697    $    731,850
     Accrued compensation ...................................          4,029          10,073
     Other accrued expenses and current liabilities .........         61,721          51,274
     Deferred revenue .......................................          4,675          20,467
                                                                ------------    ------------
          Total current liabilities .........................        803,122         813,664
                                                                ------------    ------------

Commitments and contingencies

Stockholders' Equity (Deficit):
      Preferred stock- $.001 par value; authorized, 5,000,000
      shares; issued and outstanding, 20,000 ................             20              20
     Common stock ...........................................          1,013           1,013
     Additional paid-in capital .............................     88,725,694      88,725,694
     Deferred compensation ..................................             --            (428)
     Accumulated deficit ....................................    (88,791,155)    (88,722,911)
                                                                ------------    ------------
          Total stockholders' equity (deficit) ..............        (64,428)          3,388
                                                                ------------    ------------
               Total ........................................   $    738,694    $    817,052
                                                                ============    ============
</TABLE>

     See notes to the unaudited condensed consolidated financial statements.


                                       3
<PAGE>

                         MANGOSOFT, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                                                2005           2004
                                                            -----------    -----------
                                                                (Unaudited)
<S>                                                         <C>            <C>
Service revenues ........................................   $    99,379    $   124,296
                                                            -----------    -----------

Costs and expenses:
  Cost of services ......................................        66,718        113,820
  General and administrative (1) ........................       107,790        177,472
  Stock-based compensation expense ......................           428            258
                                                            -----------    -----------
     Loss from operations ...............................       (75,557)      (167,254)
Interest income .........................................         7,315         22,923
                                                            -----------    -----------
Net loss ................................................   $   (68,242)   $  (144,331)
                                                            ===========    ===========

Net loss per share  - basic and diluted .................   $     (0.06)   $     (0.14)
Weighted average shares outstanding - basic and diluted .     1,013,038      1,013,038

(1) Excludes stock-based compensation expense as follows:

      General and administrative ........................   $       428    $       258
</TABLE>



     See notes to the unaudited condensed consolidated financial statements.


                                       4
<PAGE>

                         MANGOSOFT, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                                           2005         2004
                                                        ---------    ---------
                                                             (Unaudited)

<S>                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................   $ (68,242)   $(144,331)
Adjustments to reconcile net loss to net cash used by
  operating activities:
    Depreciation and amortization ...................          --       40,313
    Stock-based compensation ........................         428          258
    Increase (decrease) in cash from the change in:
      Accounts receivable ...........................         (88)        (967)
      Prepaid expenses and other current assets .....          --         (799)
      Accounts payable ..............................         847        3,910
      Accrued compensation ..........................      (6,044)       6,460
      Other accrued expenses ........................      10,447       (7,663)
      Deferred revenue ..............................     (15,792)      (5,122)
                                                        ---------    ---------
          Net cash used in operating activities .....     (78,444)    (107,941)
                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment maturities ...............................     235,908      153,806
Interest receivable .................................      20,889      (13,437)
Refund of security deposits  ........................          --          850
                                                        ---------    ---------
          Net cash provided by investing activities .     256,797      141,219
                                                        ---------    ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ...........     178,353       33,278
CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD ............................................     458,032      317,444
                                                        ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ............   $ 636,385    $ 350,722
                                                        =========    =========
</TABLE>


     See notes to the unaudited condensed consolidated financial statements.


                                       5
<PAGE>

                         MANGOSOFT, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       NATURE OF BUSINESS AND BASIS OF PRESENTATION

     MangoSoft, Inc. and subsidiary (the "Company") markets, sells and supports
Internet business software and services that improve the utility and
effectiveness of Internet-based business applications. The Company's software
solutions address the networking needs of small businesses, workgroups and large
enterprises. The Company is engaged in a single operating segment of the
computer software industry.

     The accompanying unaudited condensed consolidated financial statements have
been prepared on the same basis as the annual financial statements. In the
opinion of management, all significant adjustments, which are normal, recurring
in nature and necessary for a fair presentation of the financial position, cash
flows and results of the operations of the Company, have been consistently
recorded. The operating results for the interim periods presented are not
necessarily indicative of expected performance for the entire year. Certain
amounts from the prior year have been reclassified to conform to the current
year presentation.

     The unaudited information should be read in conjunction with the audited
financial statements of the Company and the notes thereto for the year ended
December 31, 2004 included in the Company's Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission.

     As shown in the unaudited condensed consolidated financial statements,
during the three months ended March 31, 2005 and 2004, the Company incurred net
losses of $(68,242) and $(144,331), respectively. Cash used in operations during
the three months ended March 31, 2005 and 2004 was $78,444 and $107,941,
respectively. These factors, among others, raise significant doubt about the
Company's ability to continue as a going concern. The unaudited condensed
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow and meet its obligations on a
timely basis and ultimately attain profitability.

2.   NET LOSS PER SHARE

     Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding for the period. Diluted net loss per
share reflects, in addition to the weighted average number of common shares, the
potential dilution if stock options and warrants outstanding were exercised
and/or converted into common stock, unless the effect of such equivalent shares
was antidilutive.

     For the three months ended March 31, 2005 and 2004, the effect of stock
options and other potentially dilutive shares were excluded from the calculation
of diluted net loss per common share as their inclusion would have been
antidilutive.


3.   REVENUE RECOGNITION

     The Company records revenue upon delivery if pervasive evidence of an
arrangement exists, the price is fixed and determinable, delivery has occurred
and collection is probable. Revenue for sales to distributors is recognized upon
sales to end users. Service revenue is recognized as services are performed.

      In December 2003, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superceded SAB
101, "Revenue Recognition in Financial Statements" and Emerging Issues Task


                                        6
<PAGE>

Force Extract No. 00-21, "Revenue Arrangements with Multiple Deliverables." The
adoption of SAB No. 104 did not have a material impact on the Company's results
of operations or financial position.

4.   STOCK-BASED COMPENSATION

     The Company currently has one stock-based compensation plan, which is
described more fully in Note 8 in the Company's Annual Report on Form 10-KSB for
the period ended December 31, 2004, as filed on March 28, 2005. As amended, this
plan provides for the issuance of up to 296,297 shares of common stock to
employees, officers, directors and consultants in the form of nonqualified and
incentive stock options, restricted stock grants or other stock-based awards,
including stock appreciation rights. The stock options are exercisable as
specified at the date of grant and expire no later than ten years from the date
of grant. As of March 31, 2005, there were 186,052 remaining options available
under this plan.

     The following table illustrates the effect on net loss and net loss per
share if the Company applied the fair value recognition provision of SFAS No.
123 to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                           For the Three Months Ended March 31,
                                                                  2005           2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
Net loss as reported ......................................   $   (68,242)   $  (144,331)
Add back stock-based compensation included in the
  determination of net loss as reported ...................           428            258
Less stock-based compensation had all options been recorded
  At fair value ...........................................        (1,243)       (29,283)
                                                              -----------    -----------

Adjusted net loss .........................................   $   (69,057)   $  (173,356)
                                                              ===========    ===========

Weighted average shares outstanding, basic and diluted ....     1,013,038      1,013,038

Net loss per share, basic and diluted, as reported ........   $     (0.06)   $     (0.14)
                                                              ===========    ===========

Adjusted net loss per share, basic and diluted ............   $     (0.07)   $     (0.17)
                                                              ===========    ===========
</TABLE>


                                        7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     This Quarterly Report on Form 10-QSB contains forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Any statements in this Quarterly Report that are not statements of
historical facts are forward-looking statements, which involve risks and
uncertainties. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," and similar expressions are intended to
identify forward-looking statements. Our actual results may differ materially
from those indicated in the forward-looking statements as a result of the
factors set forth elsewhere in this Quarterly Report on Form 10-QSB, including
under "Risk Factors." You should read the following discussion and analysis
together with our condensed consolidated financial statements for the periods
specified and the related notes included herein. Further reference should be
made to our Annual Report on Form 10-KSB for the period ended December 31, 2004
filed with the Securities and Exchange Commission.

Overview

     We market, sell and support Internet business software and services that
improve the utility and effectiveness of Internet-based business applications.
Our software solutions address the networking needs of small businesses,
workgroups and large enterprises. Our products and services enhance the
performance of PC networks and deliver improved service utilizing existing
equipment. We no longer develop new software products or services.

     Mangomind(SM) is a multi-user, business-oriented, peer-to-peer file sharing
system, allowing individual users to collaborate over the Internet across
organizational boundaries in a safe and secure manner. The architecture is a
blend of the manageability of client/server with the autonomy, clustering, and
caching optimizations of peer-to-peer. The user experience is one of easy file
sharing with colleagues through what looks like an ordinary LAN shared drive.
Mangomind(SM) provides the secure file sharing benefits of a VPN without
additional hardware and configuration complexities. Mangomind(SM) is sold as
both a service and a standalone software product.

     FileTRUST(SM) is an online data storage service we purchased from Bank of
America (formerly FleetBoston) in February 2002 for approximately $427,000, of
which $175,000 was paid in cash and the balance in our common stock and warrants
to purchase our common stock at $14.31 per share. FileTRUST(SM) users can access
their stored files from any Internet-connected system. The fileTRUST(SM) service
complements our Mangomind(SM) service by providing customers with a lower cost
online storage system. In conjunction with our purchase of fileTRUST(SM), we
executed a two-year enterprise license agreement with Bank of America (formerly
FleetBoston) for the internal use of fileTRUST(SM) by Bank of America (formerly
FleetBoston), which expired in February 2004. Bank of America (formerly
FleetBoston) terminated its license agreement with us in September 2004. We are
actively seeking new business opportunities to replace this lost revenue. If we
are unable to replace this revenue, our operations may be adversely affected. We
have instituted cost reductions to lessen the adverse effects of this loss of
revenue, including restructuring our business relationships with key vendors
such as Built Right Networks.


                                       8
<PAGE>

Critical Accounting Policies

     Our accounting policies are described in our Annual Report on Form 10-KSB
for the period ended December 31, 2004 filed with the Securities and Exchange
Commission. The following describes the application of accounting principles
that have a significant impact on our consolidated financial statements:

     Going Concern Assumption - The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern. If the consolidated
financial statements were prepared on liquidation basis, the carrying value of
our assets and liabilities would be adjusted to net realizable amounts. In
addition, the classification of the assets and liabilities would be adjusted to
reflect the liquidation basis of accounting.

     Revenue Recognition - We recognize revenue generated from product sales
when persuasive evidence of an arrangement exists, the price is fixed and
determinable, delivery has occurred and collection is probable. We recognize
revenue generated from the sale of the Mangomind(SM) and fileTRUST(SM) services
as the service is provided. We recognize revenue generated from the sale of the
Mangomind(SM) product over the period of the first year's maintenance agreement
when persuasive evidence of the arrangement exists, the price is fixed and
determinable, delivery and any required installation has been completed and
collection is probable.

     Investments - At March 31, 2005, we have approximately $89,000 invested in
one high-yield, secured corporate note with related parties to better maximize
our rate of return on our cash. These investments represent a significant
portion of our total assets at March 31, 2005. These investments are classified
as held-to-maturity and are carried at their amortized cost. Investments and
maturities of less than one year are classified as short-term investments.

     Stock-based Compensation - As part of our compensation programs offered to
our employees, we grant stock options. In addition, we have engaged third-party
consultants and advisors and have compensated them in the form of stock options.
Compensation for stock options issued to employees is generally measured as the
difference between the exercise price of the options granted and the fair value
of our common stock on the date of grant. Compensation for stock options issued
to third-party consultants and advisors is measured at the fair value on the
date of grant, determined using the Black-Scholes valuation model. Because of
the cashless exercise feature of the stock options granted in 1999 and the
repricing of options granted in 2000 and 2003, we are required to remeasure the
compensation related to these awards at each reporting date. As the quoted
market price of our common stock fluctuates, our reported operating expenses
will continue to fluctuate. These fluctuations can be significant.

     Deferred Taxation - Because of the significant operating losses incurred
and projected future operating losses, we have provided a full valuation
allowance against the deferred tax assets created by our net operating loss
carryforwards.


Costs and Expenses

     Cost of services - Cost of services consist solely of the expenses we incur
to administer and service the Mangomind(SM) and fileTRUST(SM) services. These
expenses consist primarily of salaries and related personnel costs, the cost of
our outsourced data center, the license royalties we pay to our e-security
software provider for the encryption used in the Mangomind(SM) service and the
fees we pay to Built Right Networks to manage our billable services
infrastructure.

     Other Operating Expenses - Selling and marketing expenses consist primarily
of costs incurred to market our products and services such as the costs of
attending and presenting at trade shows. General and administrative expenses


                                       9
<PAGE>

consist primarily of salaries and related personnel costs and other general
corporate costs such as facility costs, commercial and general liability
insurance, accounting and legal expenses and other costs typical of a publicly
held corporation. At March 31, 2005, there were no full time employees
performing selling and marketing activities. Effective April 1, 2005, we have
outsourced our general and administrative personnel activities to Built Right
Networks. Our remaining one employee is performing some general and
administrative activities.

     Reduction in Force - We have reduced our work force on four occasions since
April 23, 2001 due to adverse economic conditions and our need to conserve
capital. At March 31, 2005, we had one employee working in a general and
administrative capacity.

Results of Operations - Three Months Ended March 31, 2005 and 2004

     Revenues for the three months ended March 31, 2005 decreased $24,917 or
approximately 20% to $99,379 from $124,296 for the comparable period in 2004.
The decrease in our revenues was due to a $24,917 decrease in software license
revenue. No customer accounted for more than 10% of our revenues for the period
ended March 31, 2005. One customer, Bank of America (formerly FleetBoston)
represented more than 40% of our revenues for the three-month period ended March
31, 2004. In September 2004, we were notified by Bank of America (formerly
FleetBoston) that it had terminated its February 2002 enterprise license
agreement with us. We are investigating options to replace the loss of this
revenue.

     We recognized $91,103 from the sale of our Mangomind(SM) service and $8,276
from the sale of our fileTRUST(SM) service during the three months ended March
31, 2005. During the comparable period in 2004, we recognized $58,852 from the
sale of our Mangomind(SM) service, $65,444 from the sale of our fileTRUST(SM)
service.

Cost of services for the three months ended March 31, 2005 decreased $47,102 or
approximately 41% to $66,718 compared to $113,820 for the comparable period in
2004. The decrease in the cost of delivering our services was primarily a result
of our continued reductions and our switch to a lower cost data center. In
response to our loss of Bank of America (formerly FleetBoston) as a customer, we
have instituted cost reductions to lessen the adverse effects of the loss of the
Bank of America (formerly FleetBoston) revenues, including restructuring our
business relationships with key vendors such as Built Right Networks.

     For the three-month period ended March 31, 2005, general and administrative
expenses decreased $69,682 or approximately 39% to $107,790 compared with
$177,472 for the comparable period in 2004. The decrease in operating expenses
was due primarily to our reduced spending in the areas of marketing and sales
consultants, public relations, legal and other corporate consultants and
facility rent in addition to reductions in our marketing, selling and general
and administrative personnel associated with our work force reductions. During
the three-month period ended March 31, 2005, we reduced our workforce to one (1)
full-time employee working in a general and administrative capacity.

     Stock-based compensation expense of $428 was recorded for the three-month
period ended March 31, 2005 compared to $258 for the comparable period in 2004.
The increase in this expense was primarily attributable to the decrease in the
number of outstanding employee stock options subject to compensation expense as
well as the decline in the market price of our common stock and its effect on
employee stock options accounted for as variable awards (see note 4 to the
condensed consolidated financial statements).

     Our loss from operations decreased $91,697 to $75,557 for the three-month
period ended March 31, 2005 compared with a loss from operations of $167,254 for
the comparable period in 2004 as a result of the above factors.

                                       10
<PAGE>

       Interest income decreased $15,608 to $7,315 for the three months ended
March 31, 2005 compared to $22,923 for the three months ended March 31, 2004.
Our cash balances available for investment have decreased period over period,
however we have invested approximately $89,000 in a high-yield, secured
corporate note that deliver greater returns than our pervious interest-bearing
cash accounts.

Financial Condition, Liquidity and Capital Resources

     We were formed in June 1995 and since our formation have raised
approximately $74,250,000 in financing from private placements of debt and
equity securities. In addition to the financing we received through the sale of
our securities, we have, at times, depended on loans from stockholders and
directors and credit from suppliers to meet our interim financing needs.
Borrowings from stockholders and directors have generally been refinanced with
new debt instruments or converted into additional equity. At March 31, 2005,
approximately $803,000 in additional financing was provided through accounts
payables, accrued expenses and other trade credit, a significant portion of
which is past due.


     At March 31, 2005, we had a cash balance of approximately $636,000 and a
working capital deficiency of approximately $64,000. We do not have any
commercial commitments or off balance sheet financing. Our commitments under our
operating leases are described in Note 10 to our consolidated financial
statements filed on Form 10-KSB for the period ended December 31, 2004, as
reported to the Securities and Exchange Commission.

     At March 31, 2005, we had approximately $89,000 invested in a high-yield
short-term investment with related parties. At March 31, 2005, one corporate
note receivable totaling approximately $89,000 was due from Unicrown Partners
LLC, a privately-held company in which Selig Zises and Jay Zises are members.
Selig Zises and Jay Zises are stockholders of MangoSoft, Inc. Selig Zises was
the former co-chairman of our Board of Directors. Investments in high-yield
securities pose higher risks than investments in lower-yield securities,
including the risk of total loss.

    We did not make any capital expenditures during the three months ended March
31, 2005.

    We have significantly modified our operations and reduced our work force on
four separate occasions since April 2001. We currently have one (1) employee
working in a general and administrative capacity. We outsource the management of
our billable services infrastructure, software code base, customer support and
reseller channel management to Built Right Networks for approximately $21,000
per month, under a September 30, 2002 agreement, which can be cancelled with a
ninety (90) day notice.

     Unless we can generate significant on-going revenue, we will need
additional sources of equity or debt financing. Although we have been successful
in raising past financing, there can be no assurances that additional financing
will be available to us on commercially reasonable terms, or at all.

     As shown in the unaudited condensed consolidated financial statements,
during the three months ended March 31, 2005 and 2004, we incurred net losses of
$68,242 and $144,331, respectively. Cash used in operations during the three
months ended March 31, 2005 and 2004 was $78,444 and $107,941, respectively. The
factors, among others, raise significant doubt about our ability to continue as
a going concern. Our continuation as a going concern is dependent upon our
ability to generate sufficient cash flow and meet our obligations on a timely
basis and ultimately attain profitability.


                                       11
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any commercial commitments or off-balance sheet financing.
Our commitments under our operating leases are described in Note 10 to our
consolidated financial statements filed on Form 10-KSB for the period ended
December 31, 2004, as reported to the Securities and Exchange Commission.

Risk Factors

We Have A Limited Operating History And A History Of Substantial Operating
Losses.

     We have a history of substantial operating losses and an accumulated
deficit of $88,791,155 as of March 31, 2005. For the three months ended March
31, 2005 and the year ended December 31, 2004, our losses from operations were
$75,557 and $374,066, respectively. We have historically experienced cash flow
difficulties primarily because our expenses have exceeded our revenues. We
expect to incur additional operating losses. These factors, among others, raise
significant doubt about our ability to continue as a going concern. If we are
unable to generate sufficient revenue from our operations to pay expenses or we
are unable to obtain additional financing on commercially reasonable terms, our
business, financial condition and results of operations will be materially and
adversely affected.

We Will Need Additional Financing.

     We may require additional capital to finance our future operations. We can
provide no assurance that we will obtain additional financing sufficient to meet
our future needs on commercially reasonable terms or otherwise. Also, Bank of
America (formerly FleetBoston) terminated its license agreement with us in
September 2004. While we are seeking new business opportunities to replace the
resulting loss of revenue, we cannot be certain we will find a replacement for
such revenue. If we are unable to obtain the necessary financing, our business,
operating results and financial condition will be materially and adversely
affected.

Our Success Depends On Our Outsourced Services Agreement.

     Effective September 30, 2002, we outsourced the management of our internal
information systems, billable services infrastructure, software code base,
customer support and reseller channel management to Built Right Networks under
our September 30, 2002 Information Management Services Agreement (the
"Outsourced Services Agreement"). The principals of Built Right Networks are all
former MangoSoft employees. Our contract represents a large majority of Built
Right Networks' revenue. We can provide no assurance that Built Right Networks
will remain solvent or can retain their key personnel. Built Right Network's
inability to retain key personnel or to remain solvent would have a material and
adverse effect on our business, financial condition and results of operations.

Our High-Yield Investments Could Become Impaired.

     We have approximately $89,000 invested in a high-yield, secured corporate
note with related parties. These investments represent a significant portion of
our total assets at March 31, 2005. Investments in high-yield corporate notes
entail a higher risk of delinquency or even complete loss. No assurance can be
given that we will not experience any losses or that our debtors will timely
remit on the maturity of these notes. If we experience any loss or impairment on
these investments, our business, financial condition and results of operations
will be materially and adversely affected.

Our Performance Depends On Market Acceptance Of Our Products.

     We expect to derive a substantial portion of our future revenues from the
sales of Mangomind(SM) and fileTRUST(SM). Due to our small size and need to
conserve capital, our selling and marketing activities for these products and


                                       12
<PAGE>

services is limited. If markets for our products fail to develop, develop more
slowly than expected, are subject to substantial competition or react negatively
to Bank of America's (formerly FleetBoston) termination of its February 2002
enterprise license agreement with us, our business, financial condition and
results of operations will be materially and adversely affected.


We Depend On Strategic Marketing Relationships.

     We expect our future marketing efforts will focus in part on developing
business relationships with technology companies that seek to augment their
businesses by offering our products to their customers. Our inability to enter
into and retain strategic relationships, or the inability of such technology
companies to effectively market our products, could materially and adversely
affect our business, operating results and financial condition.

There May Be Limited Liquidity In Our Common Stock And Its Price May Be Subject
to Fluctuation.

     Our common stock is currently traded on the OTC Bulletin Board and there is
only a limited market for our common stock. We can provide no assurances that we
will be able to have our common stock listed on an exchange or quoted on Nasdaq
or that it will continue to be quoted on the OTC Bulletin Board. If there is no
trading market for our common stock, the market price of our common stock will
be materially and adversely affected.

SEC Rules Concerning Sales Of Low-Priced Securities May Hinder Re-Sales Of Our
Common Stock

     Because our common stock has a market price that is less than ten dollars
per share, our common stock is not listed on an exchange or quoted on Nasdaq and
is traded on the OTC Bulletin Board. Brokers and dealers who handle trades in
our common stock are subject to certain SEC disclosure rules when effecting
trades in our common stock, including disclosure of the following: the bid and
offer prices of our common stock, the compensation of the brokerage firm and the
salesperson handling a trade and legal remedies available to the buyer. These
requirements may hinder re-sales of our common stock and may adversely affect
the market price of our common stock.

Rapidly Changing Technology And Substantial Competition May Adversely Affect Our
Business.

     Our business is subject to rapid changes in technology. We can provide no
assurances that research and development by competitors will not render our
technology obsolete or uncompetitive. We compete with a number of computer
hardware and software design companies that have technologies and products
similar to those offered by us and have greater resources, including more
extensive research and development, marketing and capital than us. We can
provide no assurances that we will be successful in marketing our existing
products and developing and marketing new products in such a manner as to be
effective against our competition. If our technology is rendered obsolete or we
are unable to compete effectively, our business, operating results and financial
condition will be materially and adversely affected.

Litigation Concerning Intellectual Property Could Adversely Affect Our Business.

     We rely on a combination of trade secrets, copyright and trademark law,
contractual provisions, confidentiality agreements and certain technology and
security measures to protect our trademarks, patents, proprietary technology and
know-how. However, we can provide no assurance that our rights in our
intellectual property will not be infringed upon by competitors or that
competitors will not similarly make claims against us for infringement. If we
are required to be involved in litigation involving intellectual property
rights, our business, operating results and financial condition will be
materially and adversely affected.


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<PAGE>

Defects In Our Software Products May Adversely Affect Our Business.

     Complex software such as the software developed by MangoSoft may contain
defects when introduced and also when updates and new versions are released. Our
introduction of software with defects or quality problems may result in adverse
publicity, product returns, reduced orders, uncollectible or delayed accounts
receivable, product redevelopment costs, loss of or delay in market acceptance
of our products or claims by customers or others against us. Such problems or
claims may have a material and adverse effect on our business, financial
condition and results of operations.

We Have Limitations On The Effectiveness Of Our Internal Controls.

     We have one full-time employee engaged in general and administrative
capacities. A complete set of internal controls is not possible in an
organization of this size. Management does not expect that its disclosure
controls or its internal controls will prevent all errors and intentional
misrepresentations. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues, if any, within the organization have been detected.



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<PAGE>

ITEM 3.   CONTROLS AND PROCEDURES

         We have significantly reduced our work force on several occasions
during 2001 and 2002. At March 31, 2005 we had one (1) employee, Mr. Dale
Vincent, our President, Chief Executive Officer and sole director. A complete
set of internal controls including segregation of duties is not possible in an
organization of this size. However, we have implemented control procedures
surrounding the maintenance of our accounting and financial systems and the
safeguarding of our assets. Further, all transactions entered into outside the
normal course of our day-to-day operations must be approved by Mr. Vincent.

         Our principal executive and financial officer has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), as of the end of the period covered by this Quarterly
Report on Form 10-QSB. Based on such evaluation, our principal executive and
financial officer has concluded that as of such date, our disclosure controls
and procedures were designed to ensure that information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
applicable SEC rules and forms and were effective.

         There was no change in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the quarter ended March 31, 2005 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.



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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On December 6, 2002, the Company filed a notification on Form 8-K that on
November 22, 2002, it filed a complaint in the United States District Court of
New Hampshire, against Oracle Corporation for infringement of U.S. Patent No.
6,148,377 and U.S. Patent No. 5,918,229.

     On June 4, 2003, the Company filed a notification on Form 8-K that on May
15, 2003, Oracle Corporation filed a complaint in the United States District
Court, Northern District of California, against the Company and Built Right
Networks for infringement of a patent held by Oracle Corporation. The complaint
seeks unspecified monetary damages and injunctive relief and awards for
interest, costs and attorneys' fees.

     On July 17, 2003, the Company filed notification on Form 8-K that on July
2, 2003, it filed a complaint in the United States District Court, Northern
District of California, against Oracle Corporation, Sun Microsystems, Inc., Dell
Computer Corporation and Electronic Arts, Inc. for infringement of U.S. Patent
No. 6,148,377 and U.S. Patent No. 5,918,229.

     Other than the matter listed above, there are no material pending legal
proceedings, other than the routine litigation occurring in the normal course of
operations, to which we are party or of which any of our properties are subject.




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<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

      Number                   Description of Exhibit

         2.1        Agreement and Plan of Merger by and among First American
                    Clock Co., MangoSoft Corporation and MangoMerger Corp.,
                    dated as of August 27,1999. (1)
         3.1        Articles of Incorporation, as amended. (2)
         3.2        By-laws. (2)
         4.1        Rights Plan. (6)
          10        Lease of Westborough Office Park, Building Five, dated
                    November 10, 1995. (3) 14 Code of Ethics. (7)
          21        Subsidiary of the Registrant. (2)
        31.1        Certification of Principal Executive Officer required by
                    Rule 13a 14(a) or Rule 15-d14 (a) of the Securities Exchange
                    Act of 1934, as adopted pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
        32.1        Certification of Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.
        99.1        1999 Incentive Compensation Plan, as amended and restated on
                    May 1, 2000. (1)
        99.2        Form of Subscription Agreement for purchase of common stock,
                    dated as of March 20, 2000. (1)
        99.3        Form of Warrant Agreement. (1)
        99.4        Asset Purchase Agreement, dated February 11, 2002, between
                    MangoSoft, Inc. and Fleet National Bank. (4)
        99.5        Warrant Agreement, dated February 11, 2002, between
                    MangoSoft, Inc. and Fleet National Bank. (4)
        99.6        Information Management Services Agreement, dated September
                    30, 2002, between MangoSoft, Inc. and Built Right Networks
                    LLC. (5)
        99.7        Rights Agreement, dated March 14, 2003, between MangoSoft,
                    Inc. and Interwest Transfer Co., Inc. (6)
      (1)   Filed as an exhibit to our Current Report on Form 8-K for an event
            dated September 7, 1999 and hereby incorporated by reference
            thereto.
      (2)   Filed as an exhibit to our Registration Statement on Form 10-SB,
            filed June 9, 2000, and hereby incorporated by reference thereto.
      (3)   Filed as an exhibit to our Quarterly Report filed November 9, 1999
            for the quarter ended September 30, 1999 and hereby incorporated by
            reference thereto.
      (4)   Filed as an exhibit to our Quarterly Report filed August 14, 2002
            for the quarter ended June 30, 2002 and hereby incorporated by
            reference thereto.
      (5)   Filed as an exhibit to our Current Report on Form 8-K for an event
            dated September 30, 2002 and hereby incorporated by reference
            thereto.
      (6)   Filed as an exhibit to our Current Report on Form 8-K for an event
            dated March 21, 2003, as amended on July 25, 2003, and hereby
            incorporated by reference thereto.
      (7)   Filed as an exhibit to our Annual Report filed on March 26, 2004 for
            the year ended December 31, 2003 and hereby incorporated by
            reference thereto.

 (b)  Reports on Form 8-K:

         There were no notifications filed on Form 8-K during the three months
ended March 31, 2005.

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<PAGE>

                                    SIGNATURE

     In accordance with 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, thereunto duly authorized.

May 13, 2005                       MANGOSOFT, INC.

                                    /s/ DALE VINCENT
                                    ---------------------------------------
                                        Dale Vincent
                                        Chief Executive Officer
                                        (Principal Financial and Accounting
                                        Officer)






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