Statement of Beneficial Ownership (sc 13d)
November 13 2019 - 1:26PM
Edgar (US Regulatory)
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)
November
3, 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).
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) [X]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
Number of
shares
beneficially
owned by
each reporting
person with
|
7
|
SOLE
VOTING POWER
1,109,281
shares of common stock ( giving effect to post reverse split of 5000/1 effective May 13,2019)
|
8
|
SHARED
VOTING POWER
None
|
9
|
SOLE
DISPOSITIVE POWER
1,109,281
shares of common stock
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,109,281
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)
8.93%
|
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. The principal place of business for Mr. Smiley is 12 Sycamore Drive,
Westport, Ct. 06880 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 62,000 restricted shares of common stock for accrued and unpaid wages for the period July 1, 2019 through
September 30,2019 for outside legal services.
Item 5.
|
Interest
in Securities of the Issuer.
|
5(a)
and (b) Mr. Smiley beneficially owns an aggregate of 1,109,281 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 shares of Common Stock 1,109,281, representing in the aggregate 8.93% 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: November
13, 2019
|
By:
|
/s/
Martin Smiley
|
|
|
Martin
Smiley
|
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