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)

 

Ronald A. Durando

mPhase Technologies Inc.

688 New Dorp Lane

Staten Island, New York 10306-1933

(973) 489-1923

 

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

 

October 16, 2018

 

(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)

 

Ronald A. Durando

  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

 

11,426,219,509 shares   of common stock

  8

SHARED VOTING POWER

 

11,426,219,509 shares owned by Karen Durando (wife)

  9

SOLE DISPOSITIVE POWER

 

11,426,219,509 shares

10

SHARED DISPOSITIVE POWER

 

11,426,219,509 shares owned by Karen Durando (wife)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,426,219,519

12

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

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.15%

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, $.001 value of mPhase Technologies, Inc. (the “Issuer”), whose principal executive offices are located at 688 New Dorp Lane, Staten Island, New York 10306-1933. 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 Ronald A. Durando. Mr. Durando is a Director and the President and CEO of the Issuer. The principal place of business for mPhase Technologies Inc. is 688 New Dorp Lane, Staten Island, New York 10306-1933.

 

2(d), 2(e) During the past five years, Mr. Durando 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. Durando is a United States Citizen.

 

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

 

N/A

 

Item 4.Purpose of Transaction.

 

Mr. Durando received 7,119,156,500 shares of common stock for conversion of $711,915.65 of debt and  transferred such shares to his wife (Karen Durando) and was awarded 2,00,000,000 of restricted shares of common stock. 

 

Item 5.Interest in Securities of the Issuer.

  

5(a) and (b) Mr. Durando together with is wife beneficially owns an aggregate of 11,426,219,509 shares of Common Stock. Mr Durando and his wife have 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. Durando and his  wife  beneficially own 11,426,219,509  shares of Common Stock, representing in the aggregate 28.15% of the total outstanding shares of the Common Stock.

 

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

 

5(d) No person other than Mr. Durando 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: October 16, 2018 By: /s/ Ronald A. Durando
    Ronald A. Durando