Statement of Ownership (sc 13g)
03 Février 2020 - 12:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
mPhase
Technologies, Inc.
(Name
of Issuer)
Common
Stock $0.01 Par Value
(Title
of Class of Securities)
62472C
10 2
(CUSIP
Number)
January
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*
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 the disclosures provided
in a prior cover page.
The
information required in 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).
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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Martin
Smiley.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
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SOLE VOTING
POWER
|
|
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1,109,281
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6
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SHARED
VOTING POWER
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7
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SOLE DISPOSITIVE
POWER
|
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1,109,281
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8
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SHARED
DISPOSITIVE POWER
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,109,281
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.74%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item
1.
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(a)
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Name of Issuer
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mPhase Technologies, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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9841 Washingtonian Boulevard.
Gaithersburg, Md. 20878
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Item
2.
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(a)
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Name of Person Filing
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Martin Smiley
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(b)
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Address of Principal Business Office or, if
none, Residence
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12 Sycamore Drive, Westport, Ct. 06880
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(c)
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Citizenship
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United States of America
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(d)
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Title of Class of Securities
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Common Stock, $0.01 par value
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(e)
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CUSIP Number
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62472C102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding
company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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A group, in accordance
with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially
owned: 1,109,281 shares of common stock
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(b)
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Percent of class:8.74
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(c)
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Number of shares
as to which the person has:
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(i)
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Sole power to vote
or to direct the vote: 1,109,281
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(ii)
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Shared power to
vote or to direct the vote: 0
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(iii)
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Sole power to dispose
or to direct the disposition of: 1,109,281
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(iv)
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Shared power to
dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
N/A
Item 6.
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Ownership of More than Five Percent on Behalf
of Another Person.
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N/A
Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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N/A
Item 8.
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Identification and Classification of Members
of the Group
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N/A
Item 9.
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Notice of Dissolution of Group
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N/A
Item 10.
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Certification
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By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:January 31, 2020
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By:
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/s/ Martin Smiley
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Name:
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Martin Smiley
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Title:
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Footnotes:
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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