UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

mPhase Technologies Inc.

(Name of Issuer)

 

COMMON STOCK, $.001 VALUE

(Title of Class of Securities)

 

62472C 10 2

(CUSIP Number)

 

Martin Smiley

12 Sycamore Drive

Westport, Ct. 06880

(203) -536-6975 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 11, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box:   ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 1 of 4 Pages

 

 

 

CUSIP No. 62472C 10 2 13D Page 2 of 4 Pages

 

1

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

MARTIN SMILEY

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐      

(b) ☐ 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☒

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

Number of
shares
beneficially
owned by
each reporting
person with

 

 7

SOLE VOTING POWER

 

4,159,890,533 shares of common stock

8

SHARED VOTING POWER

 

None

9

SOLE DISPOSITIVE POWER

 

4,159,890,533 shares of common stock

10

SHARED DISPOSITIVE POWER

 

None

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,159,890,533 shares of common stock

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.43%

14

TYPE OF REPORTING PERSON

 

IN

 

 

 

   

CUSIP No. 62472C 10 2 13D Page 3 of 4 Pages

 

The following constitutes the Schedule 13D filed by the Undersigned (the “Schedule 13D”).

 

Item 1. Security and the Issuer.

 

This Statement on Schedule 13D (“Statement”) is filed with respect to the Common Stock, no par value of mPhase Technologies, Inc. (the “Issuer”), whose principal executive offices are located at 9841 Washington Blvd, Gaithersburg, MD. 20878 Such class of securities is hereinafter referred to as “Common Stock”.

 

Item 2. Identity and Background.

 

Items 2(a), 2(b), 2(c) This Statement is filed by Martin Smiley. Mr. Smiley was a Director and the Executive Vice President, General Counsel and Chief Financial Officer of the Issuer who resigned from each of those positions effective January 11, 2019. The principal place of business for mPhase Technologies Inc. is at 9841 Washington Blvd, Gaithersburg, MD. 20878 Such class of securities is hereinafter referred to as “Common Stock”.

 

2(d), 2(e) During the past five years, Mr. Smiley has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction  as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

2(f) Mr. Smiley is a United States Citizen.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

N/A

 

Item 4. Purpose of Transaction.

 

Mr. Smiley received 559,337,000 shares at $.00005 per share of common stock for conversion of $27,966,850 of debt in connection with the change in management of the Company effective January 11, 2019

 

Item 5. Interest in Securities of the Issuer.

  

5(a) and (b) Mr. Smiley beneficially owns an aggregate of 4,159,890,523 shares of Common Stock. Mr Smiley has the sole power to vote or direct the vote and to dispose or direct the disposition of those shares directly and beneficially owned thereby. Mr. Smiley beneficially owns directly 4,159,890,533 shares of Common Stock, , representing in the aggregate 9.97% of the total outstanding shares of the Common Stock.

 

5(c) During the past 60 days Mr. Smiley purchased 0 shares of common stock in the open market.

 

5(d) No person other than Mr. Smiley is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.

 

Item 5(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None

 

Item 7. Material to be filed as Exhibits.

 

None

 

 

 

 

CUSIP No. 62472C 10 2 13D Page 4 of 4 Pages

 

SIGNATURES

 

After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information on set forth in this statement is true, complete and correct.

 

Dated: January 22, 2019 By: /s/ Martin Smiley
    Martin Smiley