0001538372-11-000008.txt : 20111229 0001538372-11-000008.hdr.sgml : 20111229 20111229115057 ACCESSION NUMBER: 0001538372-11-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111229 DATE AS OF CHANGE: 20111229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hayes Anthony CENTRAL INDEX KEY: 0001538372 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1796 SHADY LANE CITY: COLUMBIA STATE: SC ZIP: 29206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANGO CAPITAL INC CENTRAL INDEX KEY: 0000947969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870543565 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59705 FILM NUMBER: 111285624 BUSINESS ADDRESS: STREET 1: 108 VILLAGE SQUARE STREET 2: SUITE 315 CITY: SOMERS STATE: NY ZIP: 10589 BUSINESS PHONE: (914) 315-9756 MAIL ADDRESS: STREET 1: 108 VILLAGE SQUARE STREET 2: SUITE 315 CITY: SOMERS STATE: NY ZIP: 10589 FORMER COMPANY: FORMER CONFORMED NAME: MANGOSOFT INC DATE OF NAME CHANGE: 19990921 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CLOCK CO DATE OF NAME CHANGE: 19950712 SC 13D 1 mango.txt ======================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 0) MANGO CAPITAL, INC. (formerly MangoSoft, Inc.) ------------------------------------------------ (Name of Issuer) Common Stock, $0.0001 par value per share ------------------------------------------------ (Title of Class of Securities) 562716209 ------------------------------------------------ (CUSIP Number) Anthony C. Hayes 1796 Shady Lane Columbia, South Carolina 29206 803-447-5002 ------------------------------------------------ (Name, address and telephone number of Person Authorized to Receive Notices and Communications) December 22, 2011 ------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ============================================================================= SCHEDULE 13D -------------------------- ------------------------- CUSIP NO. 562716209 Page 2 of 5 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON (entities only) Anthony C. Hayes ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions)* WC* ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,482,128 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,482,128** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 SCHEDULE 13D -------------------------- ------------------------- CUSIP NO. 562716209 Page 3 of 5 ----------------------------------------------------------------------------- THE PURPOSE OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D IS TO AMEND THE OWNERSHIP REPORTS OF THE REPORTING PERSONS. THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED. Item 1. Security and Issuer This Security relates to Shares of common stock, $001 par value ("Common Stock") of Mango Capital, Inc. (formerly MangoSoft, Inc.) a Nevada corporation (Issuer). The Issuer's principal executive officers are located at 108 Village Square, Suite 315, Somers, NY 10589. Item 2. Identity and Background This statement is filed by Anthony Hayes(Reporting Person), located at 1796 Shady Lane Columbia, South Carolina 29206. Principal Occupation: attorney. During the last five years, Reporting Person has not been convicted of any crime in a criminal proceeding. During the last five years, Reporting Person has not been a party to any type of civi proceeding. Item 3. Source and Amount of Funds or Other Consideration The source of funds for this transaction was cash from standard bank account. Item 4. Purpose of Transaction On December 22, 2011, The Reporting Person purchased 1,482,128 shares of Common Stock previously held by Southpaw Asset Mangement LP, at a price of $0.10 per share and for an aggregate consideration of $148,212.80, perusant to the terms of that certain Stock Purchase Agreement, dated December 22, 2011, attached hereto as Exhibit 1. As a result of the transaction, Reporting Person owns 1,482,128 shares of Common Stock. SCHEDULE 13D -------------------------- ------------------------- CUSIP NO. 452521107 Page 4 of 5 ----------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer (a) Reporting Person purchased 1,482,128 shares of Common Stock of Mango Capital Inc., which represents 26.3% of the Common Stock. (b) Anthony Hayes has the sole power to vote and dispose of the shares purchased. (c) Not applicable. (d) Not applicable. (e) Reporting Person became the beneficial owner of more than 5% of the Issuer's Common Stock on December 22, 2011. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On December 22, 2011, The Reporting Person purchased 1,482,128 shares of Common Stock previously held by Southpaw Asset Mangement LP, at a price of $0.10 per share and for an aggregate consideration of $148,212.80, perusant to the terms of that certain Stock Purchase Agreement, dated December 22, 2011, attached hereto as Exhibit 1. As a result of the transaction, Reporting Person owns 1,482,128 shares of Common Stock. Item 7. Material to Be Filed as Exhibits (1) Stock Purchase Agreement between Southpaw Credit Opportunity Master Fund L.P. and Anthony Hayes, dated December 22, 2011. -------------------------- ------------------------- CUSIP NO. 452521107 Page 5 of 5 ----------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. By: /s/ Anthony Hayes -------------------------------------- Dated: December 28, 2011 Anthony Hayes, Individual EX-1 2 Stockcontract.txt STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this Agreement) is entered into as of December ___,22, 2011 (the Effective Date) by and among Southpaw Credit Opportunity Master Fund L.P., a Cayman Islands limited partnership (Seller) and Anthony C. Hayes (Buyer). WHEREAS, Seller is the beneficial owner of 1,482,128 shares (the Shares) of common stock, par value $.001 (the Common Stock) of Mango Capital, Inc. (the Company). WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of the Shares on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Purchase and Sale of Securities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing (as defined below) Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller, the Shares for consideration of $.10 per Share and an aggregate consideration of $148,212.80 (the Purchase Price). 2. Closing. The delivery of and payment for the Shares, shall take place on the first day that all of the conditions set forth herein have been satisfied or waived or at such other time as is mutually agreed to by the parties hereto (the Closing and such date, the Closing Date). 3. Deliveries. (a) On the Closing Date, Seller shall deliver or cause to be delivered (i) to the Companys transfer agent, a stock certificate representing 800,000 shares of Common Stock, duly endorsed in blank or accompanied by proper instruments of transfer duly signed by Seller together with instructions to issue a certificate for 800,000 shares of Common Stock in the name of Buyer and such other instruments as are necessary to effectuate the transfer of the 800,000 Shares to Buyer and (ii) 682,128 shares of Common Stock by transfer of title through the facilities of the Depository Trust & Clearing corporation to the account of the Buyer as Buyer shall have designated to Seller prior to the Closing. (b) On the Closing Date, Buyer shall pay Seller the Purchase Price in immediately available funds to the Sellers account indicated on Schedule 1. 4. Closing Conditions. (a) The obligations of Seller hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of Buyer contained herein; (ii) all obligations, covenants and agreements of Buyer required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by Buyer of the Purchase Price in accordance with Section 3(b) hereof. (b) The obligations of Buyer hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of Seller contained herein; (ii) all obligations, covenants and agreements of Seller required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by Seller of the Shares in accordance with Section 3(a) hereof. 5. Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows: (a) Corporate Authority; Authorization; Binding Obligation. Seller has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Seller and constitutes a valid and legally binding agreement of Seller, enforceable against Seller in accordance with its terms. (b) No Consents. No consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the execution of this Agreement by Seller or for the consummation by Seller of any of the transactions contemplated hereby. (c) No Conflict. Sellers execution, delivery and performance of this Agreement has not resulted in and will not result in (i) any violation of its organizational documents that would be (or could reasonably be expected to be) materially adverse to the ability of Seller to consummate the transactions contemplated by this Agreement, (ii) any breach or violation of any statute, judgment, decree, order, rule or regulation applicable to Seller or any of its properties or assets, or (iii) any default (nor has any event occurred which with notice or passage of time, or both, would constitute a material default) in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, agreement, instrument, commitment, arrangement or understanding to which Seller is a party. (d) Title. Seller is the beneficial owner of the Shares and has valid and marketable title to the Shares, free and clear of any security interest, lien, mortgage, claim, charge, pledge, restriction, equitable interest, option, easement, exception to title of any kind, restriction or third-party right or encumbrance of any nature. (e) Brokers. No agent, broker, investment banker, or other person acting under the authority of Seller or any of its affiliates is or will be entitled to any brokers or finders fee or any other commission or similar fee directly or indirectly from the Buyer or any affiliate of the Buyer as a result of the consummation of the transactions contemplated by this Agreement. 6. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (a) Binding Obligation. Buyer has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes a valid and legally binding agreement of Buyer, enforceable against Seller in accordance with its terms. (b) No Consents. No consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the execution of this Agreement by Buyer or for the consummation by Buyer of any of the transactions contemplated hereby. (c) No Conflict. Buyers execution, delivery and performance of this Agreement has not resulted in and will not result in (i) any breach or violation of any statute, judgment, decree, order, rule or regulation applicable to Buyer or any of his properties or assets, or (ii) any default (nor has any event occurred which with notice or passage of time, or both, would constitute a material default) in the performance or observance of a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any material contract, agreement, instrument, commitment, arrangement or understanding to which the Buyer is a party. (d) Sophistication. Buyer (i) is a sophisticated buyer with respect to the purchase of the Shares, (ii) is able to bear the economic risk associated with the purchase of the Shares, (iii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Shares, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of securities of the type contemplated in the transaction contemplated hereby and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made his own analysis and decision to enter into the transaction contemplated hereby. (e) Accredited Investor. Buyer is an accredited investor as defined in Rule 501 under the Securities Act of 1933, as amended (the Securities Act). (f) Investment Intent. The Shares are being acquired for Buyers own account solely for the purpose of investment and not with a view to the resale or distribution thereof to others.(g) Restricted Securities. Buyer understands that the Shares are characterized as restricted securities as defined under Rule 144(a)(3) under the Securities Act inasmuch as they are being acquired from an affiliate of the Company in a transaction not involving a public offering and such Shares may not be resold unless registered pursuant to the Securities Act, or an exemption from registration is available therefrom. Buyer will not, directly or indirectly, sell, offer to sell or otherwise transfer the Shares in the absence of an effective registration statement under the Securities Act and applicable state securities laws or an exemption from registration thereunder. (h) Exempt Transaction. Buyer understands that the offer and sale of the Shares have not been registered under the Securities Act or state securities laws and the Shares are being offered and sold to him by Seller in reliance on specific exemptions from the registration requirements of the Securities Act and state securities laws and that Seller are relying upon the truth and accuracy of, and Buyers compliance with, all representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Shares. (i) Legend. Buyer acknowledges and agrees that each certificate representing Shares will bear a legend (or a substantially similar indication) indicating that the Shares have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred in the absence of an effective registration statement under the Securities Act and applicable state securities laws or an exemption from registration thereunder, in addition to any other legends required by applicable state securities laws. (j) No Advice. Buyer understands that nothing in this Agreement or any other materials presented to Buyer in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Buyer has consulted such legal, tax and investment advisors as Buyer, in his sole discretion, has deemed necessary or appropriate in connection with Buyers purchase of the Shares.(k) Brokers. No agent, broker, investment banker, or other person acting under the authority of the Buyer or any of Buyers affiliates is or will be entitled to any brokers or finders fee or any other commission or similar fee directly or indirectly from Seller or any affiliate of Seller as a result of the consummation of the transactions contemplated by this Agreement. 7. Miscellaneous. (a) Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. (b) Notices. All notices and other communications given to any party hereto pursuant to this Agreement shall be in writing and shall be delivered, or mailed first class postage prepaid, registered or certified mail, addressed as follows: (i) If to BuyerAnthony C. Hayes 1796 Shady Lane Fax: (___) ___-____ Columbia, SC 29206 Email: anthonyhayes@me.com with a copy to:___________________ (ii) If to Seller:Southpaw Credit Opportunity Master Fund L.P. c/o Southpaw Asset Management LP 2 West Greenwich Office Park, 1st Floor Greenwich, CT 06831 Attention: Kevin Wyman Fax: (203) 862-6201 Email: kw@southpawasset.com with a copy to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Attention: Brett Lawrence, Esq. Fax: (212) 806-6006 Email: blawrence@stroock.com (c) Governing Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). (d) Jurisdiction. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK, FOR ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY MATTER RELATING TO IT, AND WAIVE ANY OBJECTION THAT SUCH PARTY MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM OR DOES NOT HAVE PERSONAL JURISDICTION OVER SUCH PARTY. (e) Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (f) Survival. All of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing. (g) Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations with respect to the subject matter hereof. (h) Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (i) Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. (j) Confidentiality. Buyer and Seller shall maintain the confidentiality of the terms of the transactions contemplated by this Agreement, including, without limitation, the identity of the parties, the nature of the Shares and the Purchase Price, unless otherwise required by law or regulatory authority, or other legal process, except that the parties may disclose the terms of the transaction contemplated by this Agreement (i) to their respective affiliates, attorneys, accountants, and other professionals in connection with the enforcement of the parties rights and obligations hereunder, or (ii) with the other partys prior written consent. (k) Amendments; Waivers. No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by Buyer and Seller, and no waiver of any provision of this Agreement, nor consent to any departure by either party from it, shall be effective unless it is in writing and signed by the affected party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (l) Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (m) Further Assurances. In addition to the actions, documents and instruments specifically required to be taken or delivered hereby, prior to and after the Closing and without further consideration, Seller and Buyer shall execute, acknowledge and deliver such other assignments, transfers, consents and other documents and instruments and take such other actions as any party, or their counsel, may reasonably request in order to complete and perfect the transactions contemplated by this Agreement, including, without limitation, any instruments of transfer as may be reasonably requested to effectuate the transfer of the Shares to Buyer. IN WITNESS WHEREOF, Buyer and Seller have duly executed this Agreement as of the date first above written. SELLER SOUTHPAW CREDIT OPPORTUNITY MASTER FUND L.P. By: Southpaw GP LLC, its general partner By:________________________ Name: Howard Golden Title: Managing Member BUYER_____________________________ Anthony C. Hayes