Because the number of authorized shares of our common stock from 400,000,000 to 800,000,000.

We require additionalwill not be reduced, an overall effect of the Reverse Stock Split will be an increase in authorized shares to meet our obligations to issue shares upon the conversion of presently outstanding convertible debt and the exercise of presently outstanding options and warrants. Moreover, our Board of Directors believes that the availability of additional authorized shares will also provide us with the flexibility in the future to issuebut unissued shares of our common stock for general corporate purposes, including raising additional capital, settling outstanding obligations, and in connection with present and future employee benefit programs, and acquisitions of companies or assets. In addition to the foregoing, under the Securities Purchase Agreement dated January 3, 2014 (the“SPA“), pursuant to which we agreed with the investors party thereto to provide up to $1,000,000 in financing for the Company, we are obligated to obtain approval of this proposal to increase our authorizedstock. These shares of common stock to 800,000,000 shares.

Our Board will determine whether, when and on what terms the issuance of our shares of our common stock may be warranted in connection with any future actions. No further action or authorization by our shareholders will be necessary before the issuance of the additional shares of our common stock authorized under our Articles, except as may be required for a particular transaction by applicable law or regulatory agencies or by the rules of any stock market or exchange on which our common stock may then be listed.

Our Articles authorize the issuance of 400,000,000 shares of common stock, par value $.001 per share and 10,000,000 shares of preferred stock, par value $.001 per share. As of January 31, 2014, there were 398,915,143 shares of common stock issued and outstanding, and no shares of preferred stock outstanding. In addition, as of such date, 193,353,189 shares of common stock were issuable upon the conversion of outstanding convertible debt and the exercise of outstanding options and warrants.

Although the Company may use the additional authorized shares of common stock in the future to raise additional capital, is has no specific plans, arrangements, or understandings to do so beyond making shares available for issuance pursuant to the conversion of outstanding convertible debt and the exercise of outstanding options and warrants. Moreover, our Board has no current plans to utilize the additional authorized shares to entrench present management, it may, in the future, be able to use the additional common stock as a defensive tactic against hostile takeover attempts. The authorization of such additional common stock will have no current anti-takeover effect. No hostile take-over attempts are, to our management’s knowledge, currently threatened.

The relative rights and limitations of the common stock would remain unchanged under the amendment. Our shareholders do not currently possess, nor upon the approval of the proposed authorized share increase will they acquire, preemptive rights, that would entitle such persons, as a matter of right, to subscribe for the purchase of any shares, rights, warrants or other securities or obligations convertible into, or exchangeable for, our securities. Therefore, the proposed increase in authorized shares will likely result in the dilution of the ownership interest of existing shareholders.

Recommendation

The Board of Directors recommends a voteFOR approval of the proposed amendment to the Articles of Incorporation increase the number of authorized shares of common stock from 400,000,000 to 800,000,000.

PROPOSAL 2: AMENDMENT TO OUR ARTICLES
OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT

Our Board of Directors has approved and recommended a proposal to authorize the Board to effect a reverse stock split of all of our outstanding common stock at a ratio of not less than 1-for-50 and not more than 1-for-200, with our Board having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by our Board in its sole discretion. Pursuant toSee “Anti-Takeover Effects of the SPA, we are obligated to obtain shareholder approval of this proposal to authorize the Board to effect a reverse stock split.

The proposal provides that our BoardReverse Stock Split” below. Any future issuance will have sole discretion pursuant to Section 78.390(5)the effect of diluting the percentage of stock ownership and voting rights of the Nevada Revised Statutes to elect, at any time beforepresent holders of our common stock and preferred stock.

As applicable, new share certificates evidencing new shares following the receiptReverse Stock Split that are issued in exchange for share certificates issued prior to the Reverse Stock Split representing old shares that are restricted shares will contain the same restrictive legend as on the old certificates. Also, for purposes of determining the term of the restrictive period applicable to the new shares after the Reverse Stock Split, the time period during which a shareholder approval, our Board of Directors may consider, among other things, factors such as:

·

the historical trading price and trading volume of our common stock;

·

the then prevailing trading price and trading volume of our common stock and the anticipated impact of the reverse split on the trading market for our common stock;

·

our ability to have our shares of common stock listed on a stock exchange such as The Nasdaq Stock Market;

·

the anticipated impact of the reverse split on our ability to raise additional financing;

·

which alternative split ratiohas held their existing pre-Reverse Stock Split old shares will be included in the total holding period. -5- Procedure for Implementing the Reverse Stock Split The Reverse Stock Split would result in the greatest overall reduction in our administrative costs; and

·

prevailing general market and economic conditions.

If our Board determines that effecting the reverse split is in our best interest, the reverse split will become effective upon approval of the Reverse Stock Split by the Financial Industry Regulatory Authority and the filing of an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada.  The exact date of the filing of the amendment filed therebythat will set forth the number of shares to be combined into one share of our common stock within the limits set forth in this proposal. Except for adjustments that may result from the treatment of fractional shares as described below, each shareholder will hold the same percentage of our outstanding common stock immediately following the reverse split as such shareholder holds immediately prior to the reverse split.

Reasons foreffectuate the Reverse Stock Split

The will be determined by our Board believes that a reverse stock split is desirable for a two reasons. First,based on its evaluation as to when such action will be the most advantageous to us and our shareholders. In addition, our Board believes that a reverse stock split could improvereserves the marketability and liquidity of our common stock. Second, the Board believes that a reverse stock split may facilitate the listing of our common stock on a stock exchange such as The Nasdaq Stock Market. Moreover, as noted above, pursuant to the SPA, we are obligated to obtainright, notwithstanding shareholder approval of this proposal to authorize the Board to effect a reverse stock split.

Marketability

Our Board of Directors believes that the increased market price of our common stock expected as a result of implementing a reverse split could improve the marketability and liquidity of our stock and will encourage interest and trading in our stock. Theoretically, the number of shares outstanding and the per share price should not, by themselves, affect the marketability of our common stock, the type of investor who acquires them, or our reputation in the financial community. However, in practice, this is not necessarily the case, as many investors look upon low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment in such securities. Our Board is aware of the reluctance of many leading brokerage firms to recommend low-priced stocks to their clients. Further, a variety of brokerage house policies and practices tend to discourage individual brokers within those firms from dealing in low-priced stocks. Institutional investors typically are restricted from investing in companies whose stocks trade at less than five dollars per share. Stockbrokers are also subject to restrictions on their ability to recommend stocks trading at less than five dollars per share because of the general presumption that such securities may be highly speculative. In addition, the structure of trading commissions tends to have an adverse impact upon holders of low-priced stocks because the brokerage commission on a sale of such securities generally represents a higher percentage of the sales price than the commission on a relatively higher-priced issue.

The reverse split is intended, in part, to result in a price level for our common stock that will increase investor interest and eliminate the resistance of brokerage firms. On January 31, 2014, the closing bid price for our common stock, as reportedwithout further action by the OTCQB Market, was $0.016 per share. No assurances can be given that the market price for our common stock will increase in the same proportion as the reverse split or, if increased, that such price will be maintained. In addition, no assurances can be given that the reverse split will increase the price of our common stockshareholders, to a level in excess of the five dollar threshold discussed above or otherwiseelect not to a level that is attractive to brokerage houses and institutional investors.

Stock Exchange Requirements

Our common stock is currently traded on the OTCQB Market. Such trading market is considered to be less efficient than that provided by a stock exchange such as The Nasdaq Stock Market. Our Board of Directors is currently considering whether to seek to have our common stock listed on a stock exchange such as The Nasdaq Stock Market. In order for us to list our common stock on The Nasdaq Stock Market, we must fulfill certain listing requirements. Set forth below are certain salient minimum quantitative listing requirements that we must meet, togetherproceed with a comparison of how we currently stand with regard to the requirements.

Category		Nasdaq Requirement				Fuse Science, Inc.
Stockholders’ Equity (deficiency)		$	5,000,000.00			($661,471) (as of September 30, 2013)
Minimum Bid Price		$	4.00			($0.016) (as of January 31, 2014)
Publicly-Held Shares (1)			1,000,000			389,845,143 (as of January 31, 2014)
Market Value of Publicly-Held Shares (1)		$	15,000,000.00			$6,276,509 (as of January 31, 2014)
Shareholders (round lot holders) (2)			300			Approximately 8,000 (as of January 31, 2014)

(1)

“Publicly-held shares“ is defined as total shares outstanding less any shares held by directors, executive officers, and beneficial owners of 10% or more of our outstanding shares.

(2)

Round lot holders are holders of 100 shares or more.

The Nasdaq Stock Market also requires that an applicant have at least three market makers and comply with certain corporate governance requirements, including having at least two audit committee members (a majority of whom must be independent) and that a majority of our Board members be independent. Currently, we satisfy the audit committee and Board requirements.

No assurance can be given that, even if we satisfy the above listing requirements, we will apply to have our common stock listed on The Nasdaq Stock Market, or that, if we do so apply, that our application will be approved, or that, if our common stock is listed on The Nasdaq Stock Market, we will be able to satisfy the maintenance requirements for continued listing.

Effects of the Reverse Stock Split

If the reverse stock split is approved and implemented, the principal effect will be to proportionately decrease the number of outstanding shares of our common stock based on the reverse stock split ratio selected by our Board of Directors. Our shares of common stock currently trade on the OTCQB Market. The reverse stock split will not affect the listing of our common stock on the OTCQB Market. Following the reverse stock split, our common stock will continue to be listed on the OTCQB Market under the symbol“DROP,” although it will be considered a new listing with a new CUSIP number.

Proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the proposed reverse stock split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately if, at any time prior to filing the effectiveness of the reverse stock split will generally continueamendment to hold 2% of the voting power of the outstanding shares of our common stock immediately after the reverse stock split. Moreover, the number of shareholders of record will not be affected by the reverse stock split (except to the extent any shareholders are cashed out as a result of holding fractional shares).

If the reverse stock split is approved and implemented, the Company will have additional stores of common stock available for issuance. Although the Company may use the additional authorized shares of common stock in the future to raise additional capital, is has no specific plans, arrangements, or understandings to do so beyond making shares available for issuance pursuant to the conversion of outstanding convertible debt and the exercise of outstanding options and warrants.

Board Discretion to Implement or Abandon Reverse Stock Split

The reverse split will be effected, if at all, only upon a determination byArticles, our Board, that the reverse split (with an exchange ratio determined by our Board as described above) is in our best interest. Such determination shall be based upon certain factors, including, but not limited to, our ability to meet stock exchange listing requirements, existing and expected marketability and liquidity of our common stock and the expense of effecting the reverse split. Notwithstanding approval of the reverse split by our shareholders, our Board may, in its sole discretion, abandondetermines that it is no longer in our best interest and the proposal and determine, priorbest interests of our shareholders to proceed with the effectiveness of any filingReverse Stock Split. If an amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Nevada not to effectby the reverse split. Ifclose of business one year from the date of this Special Meeting, our Board fails to implementwill abandon the reverse split on or prior to the one year anniversary of this meeting, shareholder approval again would be required prior to implementing any reverse stock split.

Effective Date

If implemented by our Board, the reverse split would become effective uponReverse Stock Split.

After the filing of anthe amendment, to our Articles of Incorporation with the Secretary of State of the State of Nevada. Except as explained below with respect to fractional shares, on the effective date, shares of common stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of the shareholders, into new shares of common stock in accordance with reverse split ratio determined by the Board within the limits set forth in this proposal.

Fractional Shares

No fractional shares of common stock will be issued ashave a result ofnew CUSIP number, which is a number used to identify our equity securities, and stock certificates with the reverse split. Instead, shareholders who otherwise wouldolder CUSIP number will need to be entitled to receive fractional shares will be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the closing price of our shares of common stock on the day immediately preceding the effective date of the reverse split, as reported on the OTCQB Market (or, if the closing price of our common stock is not then reported on the OTCQB Market, then the fair market value of our shares of common stock as determined by the Board) by (ii) he number of shares of our common stock held by such shareholder that would otherwise have been exchanged for such fractional share interest.

Other Effects

If approved,stock certificates with the reverse split will result in some shareholders owning“odd-lots” of fewer than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally somewhat higher thannew CUSIP number by following the costs of transactions in“round-lots” of even multiples of 100 shares.

Exchange of Stock Certificates

procedures described below.

As soon as practicable after the effective date, shareholders will be notified that the reverse split has been effected. OurReverse Stock Split, our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. We refer to such person as the“exchange agent.” Holderscertificates for record holders (i.e., shareholders who hold their shares directly in their own name and not through a broker). Record holders of pre-reverse splitpre-Reverse Stock Split shares(“Old Shares”) will be asked to surrender to the exchangetransfer agent certificates representing pre-reverse splitpre-Reverse Stock Split shares in exchange for a book entry with the transfer agent or certificates representing post-reverse splitpost-Reverse Stock Split shares(“New Shares”) in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Shareholders should not destroy

No service charges, brokerage commissions or transfer taxes will be payable by any shareholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, and should not submit any certificates until requestedif any) or establishes to do so.

No Appraisal Rights

Under the Nevada Revised Statutes, our shareholderssatisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, shareholders who otherwise would be entitled to appraisal rightsreceive fractional shares, upon surrender to the exchange agent of such certificates representing such fractional shares, will be entitled to receive cash in an amount equal to the product obtained by multiplying (a) the closing price of our common stock on the record date as reported on OTCPK Market by (b) the number of shares of our common stock held by such shareholder that would otherwise have been exchanged for such fractional share interest.

The following is a summary of important tax considerations of the Reverse Stock Split. It addresses only shareholders who hold the pre-Reverse Stock Split shares and post- Reverse Stock Split shares as capital assets. It does not purport to be complete and does not address shareholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, mutual funds, foreign shareholders, shareholders who hold the pre-Reverse Stock Split shares as part of a straddle, hedge, or conversion transaction, shareholders who hold the pre-Reverse Stock Split shares as qualified small business stock within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended (the “Code”), shareholders who are subject to the alternative minimum tax provisions of the Code, and shareholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon current law, which may change, possibly even retroactively. It does not address tax considerations under state, local, foreign, and other laws. Furthermore, we have not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel with respect to the proposed amendmentconsequences of the Reverse Stock Split.

The Reverse Stock Split is intended to our Articlesconstitute a reorganization within the meaning of Incorporation to effectSection 368 of the reverse split.

Tax Consequences

The proposed reverse split is being presented for approval based uponCode. Assuming the expectation that, among other things, noReverse Stock Split qualifies as a reorganization, a shareholder generally will not recognize gain or loss will be recognized byon the holders of our common stock (exceptReverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split shares exchanged (excluding any portion of the holder’s basis allocated to fractional shares) or by Fuse Science, Inc. , and the holding period of the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse Stock Split shares exchanged.

A holder of the pre-Reverse Stock Split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the Old Sharespre- Reverse Stock Split shares allocated to the fractional share interest and the cash received.

Each shareholder will have a basis in the New Shares equal to the basis of the Old Shares (except to the extent the basis is allocated to fractional shares). For purposes of determining whether Such gain or loss onwill be a subsequent disposition is long-termcapital gain or short-term,loss and will be short term if the holding periodpre-Reverse Stock Split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the New Shares will include the period during which the corresponding Old Shares were held, provided such corresponding Old Shares were held as a capital asset on the dateReverse Stock Split.

Shareholders have no rights under Nevada law or under our charter documents to exercise dissenters’ rights of filing of the amendment to our Articles of Incorporation.

No ruling has been requested from the Internal Revenue Serviceappraisal with respect to the foregoing tax matters. Shareholders should consult their own tax advisors as toReverse Stock Split.

The overall effect of the reverse split under applicable tax laws.

Recommendation

Reverse Stock Split may be to render more difficult the accomplishment of mergers or the assumption of control by a principal shareholder and thus make the removal of management more difficult.

Fuse has no knowledge of any other matters that may come before the approvalSpecial Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the Meeting or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.