PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A ~~(Rule~~

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ~~(Amendment No. ) Filed by the registrant [X] Filed by party other than the registrant [ ]~~

Filed by the Registrant	x
Filed by a Party other than the Registrant	¨

Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 ONSPAN NETWORKING,

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

FUSE SCIENCE, INC. ~~------------------------------------------------ (Name~~

(Name of Registrant as Specified in ~~Its~~its Charter) ~~James M. Schneider ------------------------------------------ (Name~~

(Name of Person(s) Filing Proxy ~~Statement)~~ Statement,If Other Than the Registrant)

Payment of ~~filing fee (Check~~Filing Fee:

(Check the appropriate box): [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6j(2) [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3) [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(45) and 0-11 [X] No fee required (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: - -------------------------------------------------------------------------------- (3) Filing party: - -------------------------------------------------------------------------------- (4) Date filed: - -------------------------------------------------------------------------------- ~~ONSPAN NETWORKING,~~

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)

Title of each class of securities to which transaction applies:not applicable

(2)

Aggregate number of securities to which transaction applies:not applicable

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):not applicable

(4)

Proposed maximum aggregate value of transaction:not applicable

(5)

Total fee paid:not applicable

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

FUSE SCIENCE, INC. ~~6413 Congress Avenue,~~

6135 NW 167^th Street

Suite ~~230 Boca Raton,~~#E-21

Miami, Florida ~~33487~~ 33015

NOTICE OF ~~ANNUAL~~SPECIAL MEETING OF ~~STOCKHOLDERS~~ SHAREHOLDERS

TO BE HELD ON MARCH 19, 2014

To ~~be held on December 31, 2001 TO THE STOCKHOLDERS OF ONSPAN NETWORKING, INC. PLEASE TAKE~~ the Shareholders of Fuse Science, Inc.:

NOTICE IS HEREBY GIVENthat ~~the 2000 and 2001 Annual~~a Special Meeting of ~~Stockholders~~Shareholders of ~~OnSpan Networking,~~Fuse Science, Inc., a Nevada corporation (the ~~"Company"~~“““Company”), will be held on March 19, 2014 at ~~350 East Las Olas Boulevard, Fort Lauderdale,~~10:00 a.m. at the Wingate Wyndham Hotel, 2800 SW 149^th Avenue, Miramar, FL ~~33301,~~33027, for the following purposes:

To approve an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 400,000,000 to 800,000,000.

To authorize the Board of Directors of the Company to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-50 and not more than 1-for-200, with the Board of Directors of the Company 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 the Company’s Board of Directors in its discretion.

Only shareholders of record at the close of business on ~~December~~January 31, ~~2001~~2014 are entitled to notice of and to vote at ~~3:00 p.m., Local Time,~~the meeting or at any ~~and~~adjournment thereof.

Important notice regarding the availability of Proxy Materials: The proxy statement, is available electronically to the Company’s shareholders of record as of the close of business on January 31, 2014 atwww.viewproxy.com/fusescience/2014SM.

	Brian Tuffin
	Chief Executive Officer

Miami, Florida

February 11, 2014

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD. ANY SHAREHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. THOSE VOTING BY INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE.

PROXY STATEMENT

SOLICITING, VOTING AND REVOCABILITY OF PROXY

This proxy statement is being mailed or made available to all ~~adjournments thereof, for~~shareholders of record at the ~~following purposes: 1. To elect five (5) directors to~~close of business on January 31, 2014 in connection with the solicitation by our Board of Directors of proxies to ~~hold office until~~be voted at the ~~Company's 2002 Annual~~Special Meeting of ~~Stockholders~~Shareholders to be held on March 19, 2014 at 10:00 a.m. at the Wingate Wyndham Hotel, 2800 SW 149^th Avenue, Miramar, FL 33027 or ~~until~~any adjournment thereof. Proxy materials for the Special Meeting of Shareholders were mailed or made available to shareholders on or about February 11, 2014.

All shares represented by proxies duly executed and received will be voted on the matters presented at the meeting in accordance with the instructions specified in such proxies. Proxies so received without specified instructions will be voted as follows:

(i)

FOR the proposal to amend our Articles of Incorporation to increase the number of shares of common stock authorized to be issued from 400,000,000 to 800,000,000.

(ii)

FOR the proposal to authorize our Board of Directors to effect a reverse stock split of our common stock by a ratio of not less than 1-for-50 and not more than 1-for-200, with our Board of Directors 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 discretion.

If you are a beneficial owner of shares held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization will be prohibited under the current rules of the New York Stock Exchange from voting your shares on““non-routine“ matters. This is commonly referred to as a“broker non-vote.” The proposal to authorize our Board to effect a reverse stock split is considered a“non-routine“ matter and therefore may not be voted on by your bank or broker absent specific instructions from you. The proposal to amend our Articles of Incorporation to increase the number of authorized shares is considered a“routine“ matter and therefore may be voted on by your bank or broker without instructions from you. Please instruct your bank or broker so your vote can be counted.

The total number of shares of common stock outstanding and entitled to vote as of the close of business on January 31, 2014 was 398,915,143. The shares of common stock are the only class of securities entitled to vote on matters presented to our shareholders, each share being entitled to one vote.

The holders of a majority of the shares of common stock outstanding as of the close of business on January 31, 2014 or 199,457,572 shares of common stock, must be present at the meeting in person or by proxy in order to constitute a quorum for the transaction of business. Proxies received but marked as abstentions will be included in the calculation of votes considered being present at the meeting.

Shareholders may expressly abstain from voting onProposals 1 and2 by so indicating on the proxy. Abstentions are counted as present in the tabulation of votes onProposals 1 and2. SinceProposals 1 and2 require the affirmative approval of a majority of the shares of common stock outstanding and entitled to vote (assuming a quorum is present at the meeting), abstentions, as well as broker non-votes, will have the effect of a negative vote.

Any person giving a proxy in the form accompanying this proxy statement has the power to revoke it at any time before its exercise. The proxy may be revoked by filing with us written notice of revocation or a fully executed proxy bearing a later date. The proxy may also be revoked by affirmatively electing to vote in person while in attendance at the meeting. However, a shareholder who attends the meeting need not revoke a proxy given and vote in person unless the shareholder wishes to do so. Written revocations or amended proxies should be sent to us at the Company’s offices, 6135 N.W. 167^th Street, Suite #E-21, Miami Lakes, Florida 33015, Attention: Secretary. Those voting by Internet or by telephone may also revoke their ~~successors have been elected~~proxy by voting in person at the meeting or by voting and ~~qualified; 2.~~submitting their proxy at a later time by Internet or by telephone.

The proxy is being solicited by our Board of Directors. We will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and other custodians, nominees and fiduciaries for forwarding proxy materials to beneficial owners of our shares. Solicitations will be made primarily by Internet availability of proxy materials and by mail, but certain of our directors, officers or employees may solicit proxies in person or by telephone, facsimile or email without special compensation. In addition, the Company will utilize the services of Alliance Advisors, an independent proxy solicitation firm and will pay approximately $25,000, plus reasonable expenses as compensation for those services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock, as of January 31, 2014, known by us, through transfer agent records, to be held by: each person who beneficially owns 5% or more of the shares of common stock then outstanding; each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

The information in this table reflects“beneficialownership” as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended. To ~~approve~~our knowledge, and unless otherwise indicated, each shareholder has sole voting power and investment power over the shares listed as beneficially owned by such shareholder, subject to community property laws where applicable. Percentage ownership is based on 398,915,143 shares of common stock outstanding as of January 31, 2014. Unless otherwise indicated, the address of each holder is c/o the Company, 6135 NW 167^th Street, Suite #E-21, Miami, Florida 33015.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class (%)

Directors and Executive Officers:

Brian Tuffin		9,484,450	(1)		2.37	%

Jeanne Hebert		3,100,000	(1)		*

Richard S. Hutchings, Ph.D.		2,168,750	(1)		*

David J. Berkoff, M.D.		1,568,750	(1)		*

Neil Chin		768,750	(1)		*

Ricardo Harris		768,750	(1)		*

Reginald Hollinger		600,000	(1)		*

JoAnne Brandes		600,000	(1)		*

All directors and executive officers as a group (eight persons)		19,059,450			4.75	%

Less than 1%

(1)

Represents or includes shares issuable upon the exercise of stock options.

PROPOSAL 1: AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Our Board of Directors has adopted resolutions approving and submitting to a vote of the shareholders an amendment to our Articles of Incorporation (“Articles“) to increase the ~~Company's 1999 Long Term Stock Incentive Plan increasing~~number of authorized shares of common stock from 400,000,000 to 800,000,000.

We require additional 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 issue 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 authorized 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 to 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 Board will have sole discretion pursuant to Section 78.390(5) of the Nevada Revised Statutes to elect, at any time before the first anniversary date of this meeting, as it determines to be in our best interest, whether or not to effect the reverse split, and, if so, the number of our shares of common stock between and including 1-for-50 and 1-for-200 which will be combined into one share of our common stock. Our Board believes that the availability of alternative reverse split ratios will provide it with the flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for us and our shareholders. In determining whether to implement the reverse split following the receipt of 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 ratio 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 filing of an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada. The amendment filed thereby 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 for the Reverse Stock Split

The Board believes that a reverse stock split is desirable for a two reasons. First, the Board believes that a reverse stock split could improve 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 obtain 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 ~~Company's Common~~ 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 reported 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 stock to a level in excess of the five dollar threshold discussed above or otherwise 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, together 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 prior to the effectiveness of the reverse stock split will generally continue 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 ~~under~~pursuant to the ~~Plan from 41,667 shares~~conversion of outstanding convertible debt and the exercise of outstanding options and warrants.

Board Discretion to ~~500,000 shares; 3. To ratify~~Implement or Abandon Reverse Stock Split

The reverse split will be effected, if at all, only upon a determination by our Board that the ~~appointment~~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 ~~Dazkal Bolton Manela Devlin & Co. as independent auditors~~our common stock and the expense of effecting the reverse split. Notwithstanding approval of the ~~Company~~reverse split by our shareholders, our Board may, in its sole discretion, abandon the proposal and determine, prior to the effectiveness of any filing with the Secretary of State of the State of Nevada, not to effect the reverse split. If our Board fails to implement 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 upon the filing of an 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 as a result of the reverse split. Instead, shareholders who otherwise would 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, the ~~fiscal year ending September 30, 2002;~~reverse split will result in some shareholders owning“odd-lots” of fewer than 100 shares of common stock. Brokerage commissions and ~~4. To transact~~other costs of transactions in odd-lots are generally somewhat higher than the costs of transactions in“round-lots” of even multiples of 100 shares.

Exchange of Stock Certificates

As soon as practicable after the effective date, shareholders will be notified that the reverse split has been effected. 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.” Holders of pre-reverse split shares(“Old Shares”) will be asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse 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 any stock certificate and should not submit any certificates until requested to do so.

No Appraisal Rights

Under the Nevada Revised Statutes, our shareholders are not entitled to appraisal rights with respect to the proposed amendment to our Articles of Incorporation to effect the reverse split.

Tax Consequences

The proposed reverse split is being presented for approval based upon the expectation that, among other things, no gain or loss will be recognized by the holders of our common stock (except to the extent of cash, if any, received in lieu of fractional shares) or by Fuse Science, Inc. A holder who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the Old 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 gain or loss on a subsequent disposition is long-term or short-term, the holding period 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 date of filing of the amendment to our Articles of Incorporation.

No ruling has been requested from the Internal Revenue Service with respect to the foregoing tax matters. Shareholders should consult their own tax advisors as to the effect of the reverse split under applicable tax laws.

Recommendation

The Board of Directors recommends a voteFOR the approval of the proposal to authorize our Board to effect the reverse split.

	/s/ Brian Tuffin
	Brian Tuffin
	Chief Executive Officer

Miami, Florida

February 11, 2014

FUSE SCIENCE, INC.

6135 NW 167^th Street

Suite #E-21

Miami, Florida 33015

VOTE BY INTERNET -www.shareholdervote.info.Use the Internet to transmit your voting instructions and for electronic delivery of information up until11:59 P.M. Eastern Time on March 18, 2014. Have your proxy card in hand.

		VOTE BY PHONE -1-877-777-8133

		Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on March 18, 2014. Have your proxy card in hand when you call and then follow the instructions.

		VOTE BY MAIL

		Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003.

FUSE SCIENCE, INC.
Special Meeting of Shareholders

March 19, 2014

This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Brian Tuffin and Jeanne Hebert, and each of them, as proxy, with the power to appoint his or her substitute, and hereby authorizes him or her to represent and to vote upon the matters referred to on the reverse side of this proxy and, in his or her discretion, upon any other business as may properly come before the meeting, ~~or any adjournment. The Proxy Statement dated November 26, 2001 is attached. Our Board~~all of ~~Directors has fixed~~ the ~~close~~shares of ~~business on November 2, 2001 as~~common stock of FUSE SCIENCE, INC., that the ~~record date for the determination of stockholders~~shareholders is/are entitled ~~to notice of and~~ to vote at the meeting. Stockholders who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is used and mailed in the United States. BY ORDER OF THE BOARD OF DIRECTORS, Herbert Tabin, President Boca Raton, Florida November 26, 2001 THIS IS AN IMPORTANT MEETING, AND ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT THEIR EARLIEST CONVENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD WILL BE APPRECIATED. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON. ONSPAN NETWORKING, INC. 6413 Congress Avenue, Suite 230 Boca Raton, Florida 33487 PROXY STATEMENT For ANNUAL MEETING OF STOCKHOLDERS This Proxy Statement is being furnished to you in connection with the solicitation by the Board of Directors of OnSpan Networking, Inc., a Nevada corporation (the "Company," "Us" or "We"), of proxies for use at the 2000 and 2001 AnnualSpecial Meeting of ~~Stockholders ("Annual Meeting")~~Shareholders to be held on March 19, 2014 at ~~350 East Las Olas Boulevard, Fort Lauderdale,~~10:00 a.m., the Wingate Wyndham Hotel, 2800 SW 149^th Avenue, Miramar, FL ~~33301, on December 31, 2001 at 3:00 p.m., Local Time,~~33027 and any adjournment or at any and all adjournments of the Annual Meeting. We will pay the cost of this solicitation. Our directors, officers and employees may solicit proxies by telephone, telegraph, electronic mail or personal interview. The approximate date of mailing of this Proxy Statement and form of Proxy will be November 26, 2001. Our principal offices are located at 6413 Congress Avenue, Suite 230, Boca Raton, Florida 33487. OUTSTANDING STOCK AND VOTING RIGHTS In accordance with our By-Laws, our Board of Directors has fixed the close of business on November 2, 2001 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record on that date will be entitled to vote. A stockholder who submits apostponement thereof.

This proxy, ~~on the accompanying form has the power to revoke it by notice of revocation directed to the proxy holders at any time before it is voted. Unless authority is withheld in writing, proxies which are~~when properly executed, will be voted for the proposals thereon. Although a stockholder may have given a proxy, such stockholder may nevertheless attend the meeting, revoke the proxy and vote in person. The election of the directors nominated requires the affirmative vote of a plurality of the shares of our Common Stock voting at the Annual Meeting in person or by proxy. The ratification of the appointment of our auditors and the approval of the amendment to the 1999 Long Term Stock Incentive Plan require the affirmative vote of a majority of the shares of our Common Stock voting at the Annual Meeting in person or by proxy. As of November 2, 2001, the record date for determining our stockholders entitled to vote at the Annual Meeting, 964,552 shares of the Common Stock, $.001 par value ("Common Stock"), were issued and outstanding. Each share of Common Stock outstanding entitles the holder to one vote on all matters brought before the Annual Meeting. The quorum necessary to conduct business at the Annual Meeting consists of a majority of the outstanding shares of Common Stock outstanding as of the record date. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will have no effect for the election of directors, the ratification of our auditors, or the approval of the amendment to the 1999 Long Term Stock Incentive Plan. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table describes certain information regarding certain individuals who beneficially owned our Common Stock on November 2, 2001. In general, a person is considered a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within sixty (60) days. Except as otherwise indicated, the address of each beneficial owner is 6413 Congress Avenue, Suite 230, Boca Raton, Florida 33487. The individuals included in the following table are: (1) people who we know beneficially own over 5% of our Common Stock; (2) each of our executive officers and directors; and (3) all executive officers and directors as a group. Name and Address Beneficial Percent of of Beneficial Owner Ownership Class(1) - ------------------- ---------- ---------- Herbert Tabin (2).............................. 247,902(3) 25.70% Marissa Dermer (4)............................. 2,500(5) 0.26% G. Anthony Munno (6)........................... 10,045 1.04% Thomas Cerami (7).............................. 417 0.04% Elizabeth Capra (8)............................ ___ ___% All Officers & Directors as a Group (5 persons)...................... 260,864 27.04% __________________ (1) Based on 964,552 shares of Common Stock outstanding as of November 2, 2001. (2) Mr. Tabinmanner directed herein. If no such direction is ~~our President, Chief Executive Officer, and a Director of the Company. (3) Includes an option granted to Mr. Tabin on October 23, 2000 for 8,333 shares~~made. this proxy will be voted in accordance with an exercise price of $13.56 per share. (4) Ms. Dermer is the Treasurer, Chief Financial Officer, and a Director of the Company. (5) Includes an option granted to Ms. Dermer on October 23, 2000, for 2,500 shares with an exercise price of $13.56 per share. (6) Mr. Munno is a Director of the Company. (7) Mr. Cerami is a Director of the Company. (8) Ms. Capra is a Director of the Company. 2 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") during the fiscal year ended September 30, 2001 and Forms 5 and amendments thereto furnished to the Company with respect to the fiscal year ended September 30, 2001, as well as any written representation from a reporting person that no Form 5 is required, the Company is not aware of any person that failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Exchange Act during the fiscal year ended September 30, 2001, other than Herbert Tabin. Mr. Tabin failed to file the initial Form 3 and failed to file a Form 4 upon the granting of options to him. In July 2001, Mr. Tabin filed the delinquent reports, and has subsequently filed as required forms on a timely basis. I. PROPOSAL ONE ELECTION OF DIRECTORS A Board of five (5) directors is to be elected at the Annual Meeting. The Company's By-laws provide that the number of directors constituting the Board may be changed by action of the stockholders or of the Board of ~~Directors, so long as~~Directors’ recommendations. If you vote by telephone or by Internet, do not mail the ~~number is not less than one. Each of~~proxy card. Your telephone or Internet vote authorizes the ~~five nominees currently serves on the Board of Directors. In the event any nominee of the Company is unable or declines~~named proxy to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. Our Board of Directors is responsible for our overall affairs. The following table sets forth the names of the nominees, their current positions with us, the year in which they became directors and other related information. Executive officers are elected annually and, except to the extent governed by employment contracts, serve at the discretion of the Board of Directors. Nominees For Election Position with Served as Name Age the Company Director since - ----------------- --- ---------------------------- -------------- Herbert Tabin .............. 34 President, CEO, and Director 2000 Marissa Dermer ............. 33 Treasurer, CFO, and Director 2000 G. Anthony Munno ........... 40 Director 2000 Thomas Cerami .............. 27 Director 2000 Elizabeth Capra ............ 39 Director 2001 3 HERBERT TABIN is a Director of the Company and is currently the President and CEO. Mr. Tabin was the Chief Operating Officer and founder of publicly traded Evolve One, Inc., formerly International Internet, Inc., and had served as its Vice President until December 2000. Mr. Tabin has been a Director of Evolve One, Inc. since February 1998. Mr. Tabin is also currently vice president of Millennium Holdings Group, Inc. a private Florida based venture capital firm. Mr. Tabin has been Vice President with Millennium Holdings since 1996. In February 1999, Mr. Tabin became President of Interactive Golf Marketing a publicly traded company that became WowStores.com. In August 1999, Mr. Tabin resigned as President of WowStores.com. Previously, Mr. Tabin was a Vice President of Marketing with LBI Group, Inc., a merchant banking and venture capital group from April 1995 to December 1996. From September 1993 to March 1995 Mr. Tabin was a vice president with HBL Associates a financial relations firm in New York City. From 1989 to August 1993 Mr. Tabin was employed with the American Stock Exchange and three Long Island, NY based Stock Brokerage firms. Mr. Tabin received a Bachelor of Science in Business Economics from the State University of New York At Oneonta in 1989. In March 2000, the State University of New York At Oneonta named their campuses largest computer lab, the Tabin Computer Lab MARISSA DERMER is a Director of the Company and is currently the Chief Financial Officer. Ms. Dermer is also currently controller of publicly traded Evolve One, Inc. symbol EONE. From September 1997 to April 2000, Ms. Dermer was an assistant controller with Mitchell Hutchins Asset Management, Inc., the mutual fund advisory group of Paine Webber Inc. Prior to her employment with Paine Webber, Ms. Dermer was a manager of David Berdon and Company LLP, a prominent public accounting firm headquartered in New York City from 1990 to 1997. Ms. Dermer graduated in 1990 from the State University of New York at Albany with a degree in Business/Accounting. G. ANTHONY MUNNO is a Director of the Company. Mr. Munno was the founder, President and CEO of interLAN Communications, Inc. a privately held Virginia based data communications and networking company. From March 1990 to August 1995 Mr. Munno was a Director of Sales for Microcom Incorporated, a publicly traded manufacturer of modems and other wide area networking products. Mr. Munno was instrumental in Microcom's surge in revenue growth from 1992 through 1995. From October 1988 to March 1990, Mr. Munno held the position of Major Business Opportunities, Manager of Systems, and Tests for Government Technology Services Inc. (GTSI) a publicly traded systems provider to government and education. From January 1987 to October 1988, Mr. Munno was employed as a Product Specialist for SMS Data Products Group of Virginia. Prior to his civilian career, Mr. Munno attended the City College of Chicago and was a member of the US Army for seven years where he was awarded the Meritorious Service Medal twice while a member of the US Army Signal Corps. THOMAS CERAMI is a Director of the Company and is currently the Vice President of Professional Services at IceWeb Communications formerly American Computer Systems, Inc. (ACS). Prior to his employment with ACS, Mr. Cerami served as a New Business Development Manager at STMS a Vienna, Virginia, based company which was subsequently acquired by publicly traded Dulles, Virginia based Dunn Computer Corporation a leading supplier of e-business platforms and network infrastructure solutions. During his employment at Dunn Computer, Mr. Cerami was the lead engineer for the Washington Metropolitan Area Transit Authority Y2k Project, the United States Department of Agriculture Exchange Migration and the Blue Cross Blue Shield Help Desk. Mr. Cerami is currently attending George Mason University. 4 ELIZABETH CAPRA is a Director of the Company. Ms. Capra is also currently an Executive Assistant with Publicly Traded Evolve One, Inc. From October 1992 to July 1999, Ms. Capra was simultaneously a Property Manager for upscale properties, Reflections of Boca, Inc. and Sanctuary of Boca Raton, Inc., both located in Boca Raton, Florida. From 1984 to 1991 Ms. Capra was the Assistant to the Vice President of The International Department of Marsh & McLennan - insurance and reinsurance broking, investment management and consulting businesses worldwide. Ms. Capra graduated in 1983 from Roberts Walsh Business School with a degree in Business Administration. Meetings of the Board of Directors The Board of Directors had five (5) meetings or resolutions by consent during the last full fiscal year. The Board had four (4) meetings or resolutions by consent during the 2000 fiscal year. All of the Directors attended each of the meetings. Committees of the Board of Directors The primary function of the Audit Committee is to assist the Company's Board of Directors in fulfilling its oversight responsibilities by (a) reviewing the Company's financial reporting and public disclosure activities, (b) reviewing the Company's internal controls regarding finance and accounting, (c) reviewing the Company's auditing, accounting and financial reporting processes generally, (d) monitoring management's identification and control of key business and financial risks, and (e) ensuring the independent auditor is ultimately accountable to the board of directors and the audit committee. The duties and obligations of the Audit Committee are more fully describedvote in the ~~Audit Committee Charter, a copy of which is enclosed herewith, which has been duly adopted by the Company's Board of Directors.~~same manner as you voted your proxy card. The ~~Audit Committee consists of Thomas Cerami, Marissa Dermer,~~telephone and ~~Elizabeth Capra. Mr. Cerami~~Internet voting facilities will close at 11:59 P.M. Eastern Time on March 18, 2014.

Continued and Ms. Capra meet the independence and audit committee composition requirements under Nasdaq Marketplace Rule 4350(d). Ms. Dermer is the Treasurer, Chief Financial Officer and a Director of the Company. The Company continues to seek out qualified candidates meeting the Nasdaq independence and audit committee composition requirements to serve on the Company's Audit Committee, but has encountered difficulty, finding candidates that are both qualified and willing to serve in that capacity. Until such time as one or more additional qualified candidates are engaged, Ms. Dermer will continue to serve as a member of the Audit Committee. The following statement made by the Audit Committee, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not otherwise be deemed filed under either of such Acts. The Audit Committee reviews our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the system of internal controls. Management represented to the committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The committee discussed with the independent auditors matters required to be ~~discussed by auditing standards generally accepted in the United States. 5~~ In addition, the committee has discussed with the independent auditors the auditor's independence from the Company and its management, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The committee also discussed with our independent auditors the overall scope and plans for their respective audit. The committee meets with the independent auditors with and without management present, to discuss the resultssigned on reverse side

[reverse side of their examinations, the evaluations of the Company's internal controls, and the overall quality of our financial reporting. In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors, and the board has approved, that the audited consolidated financial statements be included in the Company's Form 10-KSB for the year ended September 30, 2001 for filing with the Securities and Exchange Commission. Submitted by the Audit Committee Of the Board of Directors We do not have a compensation committee or a nominating committee. Certain Relationships and Related Transactions On July 10, 2000, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with a group of investors (the "Investors"). Subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 138,889 new, restricted shares of the Company's Common Stock at $7.20 per share to the Investors in a private placement. The sale under the Stock Purchase Agreement was subject to the satisfaction of the following conditions, which are discussed in more detail below: (i) certain of the Company's then current management shareholders ("Management Shareholders") had to agree to sell 225,000 shares of the Company's Common Stock to accredited investors, (ii) Management Shareholders had to grant the Company a put option giving the Company the right to require the Management Shareholders to purchase substantially all of the assets associated with the Company's current business for $3,000,000, (iii) all of the Company's then current directors, except Robbie Efird, had to resign and a designated representative of the Initial Investors had to be appointed to replace the former directors effective as of the closing date of the stock sale, and (iv) the Company had to receive the consent of its then current revolving credit lender, Wachovia Bank, N.A. ("Wachovia") to the terms of the Stock Purchase Agreement. All of these conditions were met and the sale under the Stock Purchase Agreement closed on July 25, 2000. As a condition to the Investors' obligations pursuant to the terms of the Stock Purchase Agreement, four of the Company's management shareholders, Robbie M. Efird, E. W. "Sonny" Miller, Jr., David F. Christian and James W. Moseley (collectively, the "Selling Shareholders") entered into Stock Purchase Agreements dated July 10, 2000 (the "Investment Agreements") to collectively sell 225,000 shares to Herbert Tabin for $1,500,000 ($6.67 per share). 6 As a further condition to the Investors' obligations under the Stock Purchase Agreement, the Selling Shareholders granted the Company a put option, expiring forty-five (45) days after the closing date, giving the Company the right to require the Selling Shareholders to purchase, pursuant to a Stock Purchase Agreement, substantially all of the Company's operating assets and liabilities (the "Company Assets") and substantially all of the operating assets and liabilities of Vercom Software, Inc., a wholly-owned subsidiary corporation of the Company ("Vercom") (the "Vercom Assets")(the Company Assets and the Vercom Assets shall collectively be referred to as the "Assets") for $3,000,000. The Assets include all of the operating assets related to the Company's business as conducted at that time. During this 45-day period, the Company determined the value of the Assets and evaluated whether it was in the best interests of the Company and its shareholders for the Company to sell the Assets to the Selling Shareholders at the put price, to sell the Assets to a third party, to retain the Assets or to take other appropriate action. In order to facilitate the Company's potential exercise of the put option, the Company contributed the Company Assets to a wholly owned subsidiary corporation, Network Systems International of North Carolina, Inc. on July 20, 2000. As part of this process, the Company assigned its rights and obligations under substantially all of its current agreements (including its software license agreements, service agreements and employment agreements) to Network Systems International of North Carolina, Inc., a wholly owned subsidiary of the Company. In order to satisfy a condition to the Investors' obligations under the Stock Purchase Agreement, all of the Company's officers and directors resigned. Herbert Tabin was appointed to the Company's Board of Directors and named President as of the closing date. Effective September 30, 2000, the Company elected to exercise the put option and require the Selling Shareholders to purchase the Assets for $3,000,000. The Selling Shareholders made an initial cash payment of $1,500,000 to the Company and delivered a non-recourse promissory note in the principal amount of $1,500,000, payable in one hundred twenty (120) days, for the remaining purchase price. The Selling Shareholders pledged all of their remaining 243,821 shares of the Company's Common Stock (the "Pledged Shares") as security for the payment of the promissory note. The Company's right to exercise the put option was conditioned upon the Company using $2,000,000 of the sales price received for the Assets to reduce the obligation under the revolving credit arrangement with Wachovia. The Company used $1,250,000 from the Selling Shareholders' initial cash payment to reduce the outstanding indebtedness to $750,000. As a further condition to the Company's right to exercise the put option, the Company agreed to change its name on its corporate charter, to discontinue the use of the name "Network Systems International" and to transfer all rights to the name "Network Systems International" to the Selling Shareholders. The Company changed its name to OnSpan Networking, Inc. Subsequent to September 30, 2000, the pledged shares of the selling shareholders were sold to accredited investors for $1,500,000 or $6.16 per share and proceeds were remitted to the Company. The Company then paid the remaining balance of the note payable. There is no immediate family relationship between or among any of the Directors and Executive Officers, except Ms. Dermer who is the sister-in-law of Mr. Tabin. 7 Executive Compensation The following table shows the cash compensation of the Company's chief executive officer and each officer whose total cash compensation exceeded $100,000, for the three fiscal years ended September 30, 1999, 2000 and 2001. Summary Compensation Table - Annual Compensation Other Annual Name and principal position Year Salary Bonus Compensation - --------------------------- ---- -------- ------- ------------- Herbert Tabin ...................... 2001 N/A N/A $131,190 (1) Chairman of the Board .............. 2000 N/A N/A N/A And Chief Executive Officer ........ 1999 N/A N/A N/A since July 25, 2000 Marissa Dermer ..................... 2001 N/A N/A N/A Chief .............................. 2000 N/A N/A N/A Financial Officer .................. 1999 N/A N/A N/A Since September 2000 G. Anthony Munno ................... 2001 $ 77,916 $39,337 N/A Director ........................... 2000 N/A N/A N/A Since November 2000 ................ 1999 N/A N/A N/A Robbie M. Efird .................... 2001 0 0 0 Chairman of the Board .............. 2000 $183,333 0 $ 7,626 And Chief Executive Officer ........ 1999 $167,456 0 $ 6,970 Until July 25, 2000 Christopher N. Baker ............... 2001 0 0 0 President and Chief ................ 2000 $183,333 0 $ 24,208 Operating Officer .................. 1999 $138,505 0 $ 60,996 until July 25, 2000 Summary Compensation Table - Long Term Compensation Securities Underlying Options/ Name and principal position Year SAR's (#) - --------------------------- ---- ---------- Herbert Tabin ................................. 2001 8,333 (1) Chairman of the Board ......................... 2000 N/A and Chief Executive Officer ................... 1999 N/A since July 25, 2000 Marissa Dermer ................................ 2001 N/A Chief ......................................... 2000 N/A Financial Officer since September 2000 ........ 1999 N/A Robbie M. Efird ............................... 2001 N/A Chairman of the Board ......................... 2000 N/A and Chief Executive Officer ................... 1999 N/A until July 25, 2000 Christopher N. Baker .......................... 2001 N/A President and Chief ........................... 2000 N/A Operating Officer ............................. 1999 500,000 until July 25, 2000 (1) The Company issued Mr. Tabin options to purchase 8,333 shares of its Common Stock, exercisable at $13.56 per share, as compensation for his services to the Company in fiscal 2001 and it issued him options to purchase 14,569 shares of its Common Stock exercisable at $6.864 per share as compensation for his services to the Company in fiscal 2001. 8
Option/SAR Grants in Last Fiscal Year Number of Percent of total Securities options/SARs Underlying Options/ grated to Exercise or SARs granted (#) employees in Base Expiration Name fiscal year Price ($/Sh) Date - ------------- ------------------- ---------------- ------------ ------------- Herbert Tabin 14,569 47% 6.864 June 2004 (1) Herbert Tabin 8,333 27% 13.56 October 2003 (1) Exercised on June 28, 2001. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values Number of VALUE OF securities UNEXERCISED underlying IN-THE-MONEY unexercised OPTIONS/SARs Shares options/SARs at At FY-end ($) Acquired FY-end (#) Exercisable/ On Value Exercisable/ Unexercisable Name Exercise (#) Realized ($) Unexercisable - ------------- ------------ ------------ --------------- --------------- ~~Herbert Tabin 14,569 $100,000 8,333 $33,999~~
~~THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS~~proxy]

TO VOTE, ~~"FOR" THE ELECTION TO THE COMPANY'S BOARD OF DIRECTORS OF EACH OF THE FIVE NOMINEES. 9~~ ~~II. PROPOSAL TWO APPROVAL OF AMENDMENT TO THE COMPANY'S 1999 LONG TERM STOCK INCENTIVE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE~~MARK BLOCKS BELOW IN BLUE OR BLACK INK AS KEEP THIS PORTION FOR ISSUANCE UNDER THE PLAN FROM 41,667 TO 500,000. On October 4, 2001, the Company effected a 12 to 1 reverse split of its Common Stock. As a result of the reverse split, the shares of Common Stock available for issuance under the Company's 1999 Long Term Stock Incentive Plan, a copy of which is attached hereto as Exhibit A (the "Plan") were reduced on a 12 to 1 basis from 500,000 shares to 41,667 shares. On July 5, 2001, the Board of Directors approvedYOUR RECORDS FOLLOWS:

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

1. To approve an amendment to the ~~Plan increasing~~Company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the ~~Company's Common Stock available for issuance under the Plan~~Company from ~~41,667 shares back~~400,000,000 to ~~500,000 shares, and further decreed that the proposal be submitted to the stockholders with the recommendation that the amendment be approved. Description of the Plan In April 1999,~~800,000,000.

For¨ Against£ Abstain£

2. To authorize the Board of Directors of the Company ~~adopted, subject~~ to ~~stockholder approval, the Plan. The purposes~~effect a reverse stock split of the Plan are to closely associate the interests of the key associates (management and certain other employees) of the Company and its adopting subsidiaries with the stockholders by reinforcing the relationship between participants' rewards and stockholder gains, to provide key associates with an equity ownership in the Company commensurate with Company performance, as reflected in increased stockholder value, to maintain competitive compensation levels, and to provide an incentive to key associates for continuous employment with the Company. Under the Plan, the Company may grant (i) incentiveCompany’s common stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) options that are not qualified as incentive stock options ("nonqualified stock options"). Executive officers, management and other employees of the Company capable of making a substantial contribution to the success of the Company are eligible to participate in the Plan. The Plan is administered by a ~~Committee consisting~~ratio of ~~three members appointed by~~not less than 1-for-50 and not more than 1-for-200 with the Board of Directors of the Company ~~(the "Committee"). The Committee~~having the discretion as to whether or not the reverse split is ~~currently comprised~~to be effected, and with the exact ratio of ~~Messrs. Tabin and Munno and Ms. Dermer. The Committee, in its sole discretion, has~~any reverse split to be set at whole number within the ~~authority to: (i) designate the key associates or classes of key associates eligible to participate in the Plan; (ii) to grant awards provided in the Plan in the form and amount~~above range as determined by the Committee; (iii) to impose such limitations, restrictions and conditions upon any such award as the Committee shall deem appropriate; and (iv) to interpret the Plan. 10 The maximum aggregate number of shares of Common Stock available for issuance under the Plan is 41,667 shares. At September 30, 2001 there were options to purchase 14,334 shares of the Company's Common Stock outstanding under the Plan. The shares of Common Stock available for issuance under the Plan are subject to adjustment for any stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like. Shares issued may consist in whole or in part of authorized but unissued shares or treasury shares. Shares tendered by a participant as payment for shares issued upon exercise of an option shall be available for issuance under the Plan. Any shares of Common Stock subject to an option, which for any reason is terminated unexercised or expires shall again be available for issuance under the Plan. Subject to the provisions of the Plan, the Committee may award incentive stock options and nonqualified stock options and determine the number of shares to be covered by each option, the option price therefore and the conditions and limitations applicable to the exercises of the option. Each option shall be exercisable at such times and subject to such terms and conditions as the Committee may specify in the applicable award or thereafter. Incentive stock options granted under the Plan are intended to qualify as such under section 422 of the Code. No incentive stock option granted under the Plan may be exercisable more than 10 years from the date of grant. The option price per share for nonqualified stock options and incentive stock options must at least equal the fair market value of the Common Stock on the date the option is granted. For a 10% shareholder must equal at least 110%. Each option shall be evidenced by a written stock option agreement, in such form as the Committee may from time to time determine, executed by the Company and the grantee, stating the number of shares of Common Stock subject to the option. The Committee may at any time and from time to time terminate or modify or amend the Plan in any respect, except that without stockholder approval the Committee may not (i) increase the maximum number of shares of Common Stock which may be issued under the Plan, (ii) extend the period during which any award may be granted or exercised, (iii) extend the term of the Plan, or (iv) change the associates/employees or group of associates/employees eligible to receive incentive stock options. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT TO THE COMPANY'S 1999 LONG TERM STOCK INCENTIVE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN FROM 41,667 TO 500,000. 11 III. PROPOSAL THREE APPOINTMENT OF THE COMPANY'S AUDITORS The appointment of Daszkal Bolton Manela Devlin & Co., as our independent auditors for the fiscal year ending September 30, 2002 will be submitted for ratification by the stockholders. Daszkal Bolton Manela Devlin & Co. has been our independent auditors since January 2001. Representatives of Daszkal Bolton Manela Devlin & Co. have been invited and are expected to attend the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions. Although ourCompany’s Board of Directors ~~is submitting~~in its discretion.

For¨ Against¨ Abstain¨

Important Notice Regarding the ~~appointment~~Availability of Daszkal Bolton Manela Devlin & Co. for stockholder approval, it reserves the right to change the selection of Daszkal Bolton Manela Devlin & Co. as auditors, at any time during the fiscal year, if it deems such change to be in the best interest of the Company, even after stockholder approval. Audit Fees. The Company was billed $32,000 in aggregate fees for professional services renderedProxy Materials for the audit of the Company's annual financial statements for the most recent fiscal year and the reviews of the financial statements included in the Company's Forms 10-KSB for the most recent fiscal year. Financial Information Systems Design and Implementation Fees. For the most recent fiscal year the Company was billed $ -0- in aggregate fees for certain services rendered by the Company's principal accountants relating to the design and implementation of certain financial information. All Other Fees.Special Meeting: The Company did not incur fees for services rendered in the most recent fiscal year by the Company's principal accountants, other than the services covered under the section "Audit Fees" and "Financial Information Systems Design and Implementation Fees" disclosed above. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF DASZKAL BOLTON MANELA DEVLIN & CO. AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTMEBER 30, 2002. 12 INTEREST OF CERTAIN PERSONS IN OPPOSITION TO MATTERS TO BE ACTED UPON We are not aware of any substantial interest, direct or indirect, by securities holdings or otherwise of any officer, director, or associate of the foregoing persons in any matter to be acted on, as described herein, other than elections to offices. OTHER MATTERS Our management is not aware of any other business, which may come before the meeting. However, if additional matters properly come before the meeting, proxies will be voted at the discretion of the proxy holders. The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, certain employees of the Company, who will receive no special compensation therefor, may solicit proxies in person or by telephone or electronic mail. No additional written materials besides the Proxy Statement have been authorized or will be employed in connection with the solicitation of proxies. STOCKHOLDERS' PROPOSALS TO BE PRESENTED AT THE COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS Stockholder proposals intended to be presented at our 2002 Annual Meeting of Stockholders must be received not later than August 10, 2002, for inclusion in the Proxy Statement and Proxy relating to the 2002 Annual Meeting of Stockholders. Any such proposal will be subject to our Bylaws and 17 C.F.R ss.240.142-8 of the Rules and Regulations under the Securities Act of 1933, as amended. AVAILABILITY OF FORM 10-KSB ANNUAL REPORT AND OTHER INFORMATION Included with the Proxy Statement is a copy of our Annual Report on Form 10-KSB for the fiscal years ended September 30, 2000, and September 30, 2001. BY ORDER OF THE BOARD OF DIRECTORS Herbert Tabin, Boca Raton, Florida November 26, 2001 13 This Proxy Is Solicited By And On Behalf Of The Board of Directors of ONSPAN NETWORKING, INC. Proxy -- Annual Meeting of Stockholders - December 31, 2001 The undersigned, revoking all previous proxies, hereby appoint(s) Herbert Tabin as Proxy, with full power of substitution, to represent and to vote all Common Stock of OnSpan Networking, Inc. owned by the undersigned at the Annual Meeting of Stockholders to be held at 350 East Las Olas Boulevard, Fort Lauderdale, Florida 33301, on December 31, 2001, including any original or subsequent adjournment thereof, with respect to the proposals set forth in the Notice of Annual Meeting and Proxy Statement. No business other than matters described below is expected to come before the meeting, but should any other matter requiring a vote of stockholders arise, the person named herein will vote thereon in accordance with his best judgment. All powers may be exercised by said Proxy. Receipt of the Notice of Annual Meeting and Proxy Statement is hereby acknowledged. __________________________________________________________________________ PROPOSAL #1 ELECTION OF DIRECTORS Vote "For" any or all of the following 5 Nominees. Nominees: Herbert Tabin [ ] FOR [ ] AGAINST Marissa Dermer [ ] FOR [ ] AGAINST G. Anthony Munno [ ] FOR [ ] AGAINST Thomas Cerami [ ] FOR [ ] AGAINST Elizabeth Capra [ ] FOR [ ] AGAINST (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE PLEASE DRAW A LINE THROUGH THAT NOMINEE'S NAME) [ ] WITHHOLDING AUTHORITY to vote for all nominees listed above THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL FIVE OF THE NOMINEES. 14 __________________________________________________________________________ PROPOSAL #2 INCREASE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER 1999 LONG TERM STOCK INCENTIVE PLAN Proposal to approve the amendment to the Company's 1999 Long Term Stock Incentive Plan increasing the number of sharesare available for issuance under the plan from 41,667 shares to 500,000 shares. [ ] FOR [ ] AGAINST [ ] ABSTAIN THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL #2. __________________________________________________________________________ PROPOSAL #3 RATIFY INDEPENDENT AUDITORS Proposal to ratify the appointment of Daszkal Bolton Manela Devlin & Co. as the Company's independent auditors for the fiscal year ending September 30, 2002. [ ] FOR [ ] AGAINST [ ] ABSTAIN THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL #3. __________________________________________________________________________ THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO SPECIFIC DIRECTION IS GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL VOTED "FOR" ALL FIVE OF THE NOMINEES LISTED IN PROPOSAL 1, WILL BE VOTED "FOR" PROPOSAL 2, AND WILL BE VOTED "FOR" PROPOSAL 3. AND IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTER, OR MATTERS, WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING. The undersigned stockholder hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement and hereby revokes any proxy or proxies heretofore given. This proxy may be revoked at ~~any time prior to the Annual Meeting. If you received more than one proxy card, please date, sign and return all cards in the accompanying envelope. 15~~ Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation or other entity, please sign in the corporate name by President or other authorized officer or person. If a partnership, please sign in partnership name by authorized person. Dated: ________________, 2001 --------------------------------- Signature --------------------------------- Signature If Held Jointly --------------------------------- (Please Print Name) --------------------------------- Number of Shares Subject to Proxy PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. 16

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	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.