sc13d0614smiley_mphase.htm
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)
(Name of Issuer)
COMMON STOCK, $.001 VALUE
(Title of Class of Securities)
(CUSIP Number)
Martin Smiley
mPhase Technologies Inc.
587 Connecticut Avenue
Norwalk, CT 06854
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 4, 2014
(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
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CUSIP No. 62472C 10 2
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13D
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Page 2 of 4 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARTIN SMILEY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) x
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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SOLE VOTING POWER
1,109,951,526 shares inclusive of options to purchase shares of common stock *
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
1,109,951,526 shares inclusive of options and convertible notes to purchase shares of common stock *
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,109,951,526 Shares *
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
Does not include convertible notes in the aggregate principal amount of $85,957 convertible into 214,892,500 shares of common stock at $.0004 per share contingent upon the availability of sufficient authorized shares.
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%*
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 62472C 10 2
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13D
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Page 3 of 4 Pages
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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, $.001 value of mPhase Technologies, Inc. (the “Issuer”), whose principal executive offices are located at 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566. 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 is a Director and the Executive Vice President, General Counsel and Chief Financial Officer of the Issuer. The principal place of business for mPhase Technologies Inc. is 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566.
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 500,000,000 shares of common stock for conversion of $200,000 of debt and was awarded 500,000,000 of restricted shares of common stock subject to a two year lockup
| Item 5. Interest in Securities of the Issuer. |
5(a) and (b) Mr. Smiley beneficially owns an aggregate of 1,109,951,526 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 1,324,844,026 shares of Common Stock, inclusive of warrants/options, representing in the aggregate 11% 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
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CUSIP No. 62472C 10 2
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13D
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Page 4 of 4 Pages
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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.
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Dated: June 4, 2014
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By:
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/s/ Martin Smiley
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Martin Smiley
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