As filed with the Securities and Exchange Commission on March 9, 2012
 
Registration No.    333-58412  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post-Effective Amendment No. 1
To
Form S-8
Registration Statement Under The Securities Act of 1933
 
Mango Capital, Inc. (formerly MangoSoft, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
7373
87-0543565
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
 
108 Village Square, Suite 315
Somers, New York   10589
(914) 669-5333
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
 
 
MangoSoft, Inc. 1999 Incentive Compensation Plan
(Full Title of Plan)

Dennis M. Goett
Chief Executive Officer
Mango Capital, Inc.
108 Village Square, Suite 315
Somers, New York  10589
(914) 669-5333
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
Wolfgang Heimerl, Esq.
Heimerl Law Firm
32 Dumont Road
Post Office Box 964
Far Hills, NJ 07931

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer, " "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act.
 
Large Accelerated Filer
o
 
Accelerated Filer
o
Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
Smaller Reporting Company
x
 
 

 
 
 
 

 
DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-58412) filed by Mango Capital, Inc. (the “Company”) on April 6, 2001 (the "Registration Statement") registering 115,122 shares of common stock of the Company, par value $.001 per share, for issuance in connection with the 1999 MangoSoft, Inc. Incentive Compensation Plan.
 
This Post-Effective Amendment is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned thereunto duly authorized in Somers, New York on March 9, 2012.
 
 
MANGO CAPITAL, INC. (formerly MangoSoft, Inc.)
 
     
       
 
By:
/s/ Dennis M. Goett  
    Name:  Dennis M. Goett  
    Title:  Chief Executive Officer  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in their capacities shown on the dates indicated.
 
 
Signature
 
Title
 
Date
         
         
/s/ Dennis M. Goett                                            
 
Chief Executive Officer and Director
 
March 9, 2012
Dennis M. Goett   (Principal Chief Executive Officer)    
         
         
/s/ Joseph Luminoso  
 
Director
 
March 9, 2012
Joseph Luminoso        
 
 
 
 
 
 
 
 


 
 
 

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