UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1
On
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTER ENDED December 31, 2008
COMMISSION FILE NO.
000-24969mPhase Technologies, Inc.
| NEW JERSEY | 22-2287503 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
| 587 CONNECTICUT AVE., NORWALK, CT | 06854-1711 |
| (Address of principal executive offices) | (Zip Code) |
ISSUER'S TELEPHONE NUMBER, (203) 838-2741
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, DURING THE PRECEDING 12 MONTHS (OR FOR SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES
x NO oTHE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK AS OF FEBRUARY 12, 2009 IS 637,923,540 SHARES, ALL OF ONE CLASS OF $.01 STATED VALUE COMMON STOCK.
Explanatory Note
mPhase Technologies, Inc., a New Jersey corporation, is filing this Amendment No. 1 on Form 10Q/A to our Form 10Q solely for the purpose of correction of the Certifications required by Item 302 of Regulation SK of the Securities Act of 1933, as amended and for the purposes of correcting an omission appearing on page 6 .
mPHASE TECHNOLOGIES, INC.
(A Development Stage Company)
Consolidated Statement of Changes in Shareholders' Deficit
(Unaudited)
| Shares | $ .01 Stated Value | Treasury Stock |
Additional Paid in Capital |
Accumulated Deficit | Total Shareholders (Deficit) Equity | |||||||||||||
| Balance June 30, 2008 | 440,395,000 | $ | 4,403,950 | $ | (7,973 | ) | $ | 165,067,510 | $ | (172,268,340 | ) | $ | (2,804,853 | ) | ||||
| Issuance of common stock in private placements net of offering cost ($20,000) | 4,000,000 | $ | 40,000 |
$ |
140,000 |
$ |
180,000 | |||||||||||
| Issuance of additional shares effect repricing | 3,862,000 | $ | 38,620 | $ | 178,069 | $ | 216,689 | |||||||||||
| Stock options/ warrants awarded to employees and investors | $ |
2,825,900 |
$ |
2,825,900 |
||||||||||||||
| Stock based compensation | 61,750,000 | $ | 617,500 | $ | 2,162,150 | $ | 2,779,650 | |||||||||||
| Conversion of debt securities | 88,033,300 | $ | 880,333 | $ | 570,562 | $ | 1,450,895 | |||||||||||
| Net Loss | $ | (9,340,349 | ) | $ | (9,340,349 | ) | ||||||||||||
| Balance December 31, 2008 | $ | 598,040,300 | $ | 5,980,403 | $ | (7,973 | ) | $ | 170,944,191 | $ | (181,608,689 | ) | $ | (4,692,068 | ) | |||
The accompanying notes are an integral part of these consolidated financial statements. |
||||||||||||||||||
6
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 13, 2009 | mPHASE TECHNOLOGIES, INC. |
| By: /s/ Martin S. Smiley | |
|
Martin S. Smiley |
|
|
Executive Vice President |
|
|
Chief Financial Officer and |
|
|
General Counsel |
|