UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to ___________________

Commission File Number 000-30202

mPHASE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

New Jersey

22-2287503

(State of

incorporation)

(I.R.S. Employer

Identification No.)

~~9841 Washingtonian Blvd #200~~1101 Wootton Parkway, #1040

~~Gaithersburg~~Rockville, MD 20852

20878

(Address of principal executive offices)

(Zip Code)

(301) 329-2700

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

As of ~~February 10,~~June 13, 2022, there were ~~85,042,887~~84,979,729 shares of the issuer’s common stock, $0.01 par value per share, outstanding.

mPHASE TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I –- FINANCIAL INFORMATION
Item 1.	Consolidated Unaudited Financial Statements	2
	Consolidated Balance Sheets – ~~December~~March 31, ~~2021~~2022 (Unaudited) and June 30, 2021	2
	Consolidated Unaudited Statements of Operations and Other Comprehensive Income (Loss) –- Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021	3
	Consolidated Unaudited Statements of Changes in Stockholders Equity ~~– Six~~- Nine Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Unaudited Statements of Cash Flows ~~– Six~~- Nine Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021	5
	Condensed Notes to Consolidated Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3032
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3841
Item 4.	Controls and Procedures	3841

PART II –- OTHER INFORMATION
Item 1.	Legal Proceedings	3942
Item 1A.	Risk Factors	3942
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3942
Item 3.	Defaults Upon Senior Securities	3942
Item 4.	Mine Safety Disclosures	3942
Item 5.	Other Information	3942
Item 6.	Exhibits	4043

SIGNATURES		4144

ITEM 1. FINANCIAL STATEMENTS

mPhase Technologies, Inc.

Consolidated Balance Sheets

								March 31, 2022			June 30, 2021
	December 31, 2021			June 30, 2021			March 31, 2022			June 30, 2021
	(Unaudited)						(Unaudited)
Assets
Current Assets
Cash	$	545,871		$	2,473,386		$	32,724		$	2,473,386
Accounts receivable, net		19,929,137			15,784,081			24,252,009			15,784,081
Inventories								5,718			-
Prepaid expenses		195,354			238,927			226,340			238,927
Other assets		479,827			422,254			473,705			422,254
Total Current Assets		21,150,189			18,918,648			24,990,496			18,918,648
Property and equipment, net		9,278			16,518			7,548			16,518
Goodwill		3,662			3,669			3,628			3,669
Intangible assets - purchased software, net		1,599,933			2,079,047			1,343,059			2,079,047
Other assets	��	3,634			3,645			37,635			3,645
Total Assets	$	22,766,696		$	21,021,527		$	26,382,366		$	21,021,527

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	3,497,201		$	4,158,006		$	7,568,135		$	4,158,006
Accrued expenses		1,205,065			1,368,367			1,175,098			1,368,367
Contract liabilities		430,027			350,689			366,749			350,689
Due to related parties		89,377			87,688			90,222			87,688
Notes payable to officer		713,137			691,942			641,822			691,942
Notes payable		93,144			323,218			51,484			323,218
Convertible notes payable, net		3,527,623			1,991,036			3,508,619			1,991,036
Liabilities in arrears with convertible features		109,000			109,000			109,000			109,000
Liabilities of discontinued operations		82,795			82,795			82,795			82,795
Total Current Liabilities		9,747,369			9,162,741			13,593,924			9,162,741

Notes payable, net of current portion		146,890			146,890			146,890			146,890
Total Liabilities		9,894,259			9,309,631			13,740,814			9,309,631

Commitments and Contingencies (Note 11)		-			-			-			-

Stockholders’ Equity
Preferred stock, $0.01 par value; 1,000 shares authorized, issued and outstanding at December 31, 2021 and June 30, 2021		10			10
Common stock, $0.01 par value; 500,000,000 shares authorized, 81,656,033 shares issued and 81,627,663 shares outstanding at December 31, 2021, and 78,612,608 shares issued and 78,584,238 shares outstanding at June 30, 2021		816,278			785,844
Preferred stock, $0.01 par value; 1,000 shares authorized, issued and outstanding at March 31, 2022 and June 30, 2021								10			10
Common stock, $0.01 par value; 500,000,000 shares authorized, 85,008,099 shares issued and 84,979,729 shares outstanding at March 31, 2022, and 78,612,608 shares issued and 78,584,238 shares outstanding at June 30, 2021								849,799			785,844
Additional paid-in-capital		237,890,249			236,935,277			238,565,946			236,935,277
Common stock to be issued		30,000			63,700			91,250			63,700
Accumulated other comprehensive income (loss)		3,106			(11,526	)		18,493			(11,526	)
Accumulated deficit		(225,867,206	)		(226,061,409	)		(226,883,946	)		(226,061,409	)
Total Stockholders’ Equity		12,872,437			11,711,896			12,641,552			11,711,896
Total Liabilities and Stockholders’ Equity	$	22,766,696		$	21,021,527		$	26,382,366		$	21,021,527

The accompanying condensed notes are an integral part of these unaudited condensed consolidated financial statements.

mPhase Technologies, Inc.

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

														2022			2021			2022			2021
	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,						March 31,						March 31,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenue	$	8,339,877		$	7,636,436		$	16,565,587		$	15,223,300		$	8,500,469		$	7,659,348		$	25,066,056		$	22,882,648
Cost of revenue		5,625,000			5,625,010			11,250,033			11,250,399			5,736,320			5,626,081			16,986,353			16,876,480
Gross Profit		2,714,877			2,011,426			5,315,554			3,972,901			2,764,149			2,033,267			8,079,703			6,006,168
Operating Expenses:
Software development costs		314,664			-			314,664			-			(1,376	)		601,186			313,288			601,186
Salaries and benefits		241,304			268,859			458,891			788,632			469,475			216,498			928,366			1,005,130
General and administrative expenses		971,290			423,669			1,977,242			669,742			1,066,313			37,473			3,043,555			707,215
Total Operating Expenses		1,527,258			692,528			2,750,797			1,458,374			1,534,412			855,157			4,285,209			2,313,531
Operating Income (Loss)		1,187,619			1,318,898			2,564,757			2,514,527			1,229,737			1,178,110			3,794,494			3,692,637
Other (Expense) Income:
Interest expense		(82,027	)		(31,776	)		(178,308	)		(117,739	)		(76,296	)		(407,773	)		(254,604	)		(525,512	)
(Loss) gain on change in fair value of derivative liability		-			(108,188	)		-			157,900
Amortization of debt discounts, deferred financing costs, and original issue discounts		(1,038,525	)		(173,722	)		(2,077,049	)		(494,184	)		(995,753	)		(477,168	)		(3,072,802	)		(971,352	)
Loss on debt extinguishments and settlements														(134,428	)		(430,548	)		(249,625	)		(399,278	)
Loss on AR Factoring agreement														(1,040,000	)		-			(1,040,000	)		-
Initial derivative liability expense		-			-			-			(366,068	)		-			(1,874,840	)		-			(2,240,908	)
(Loss) gain on debt extinguishments and settlements		(166,625	)		-			(115,197	)		31,270
Gain on change in fair value of derivative liability														-			2,347,504			-			2,505,404
Total Other (Expense) Income		(1,287,177	)		(313,686	)		(2,370,554	)		(788,821	)		(2,246,477	)		(842,825	)		(4,617,031	)		(1,631,646	)
(Loss) income before income taxes		(99,558	)		1,005,212			194,203			1,725,706			(1,016,740	)		335,285			(822,537	)		2,060,991
Income taxes		-			-			-			-			-			-			-			-
Net (loss) income	$	(99,558	)	$	1,005,212		$	194,203		$	1,725,706		$	(1,016,740	)	$	335,285		$	(822,537	)	$	2,060,991

Comprehensive income (loss):
Comprehensive (loss) income:
Unrealized gain (loss) on currency translation adjustment		1,573			(21,932	)		14,632			(143,095	)		15,387			8,290			30,019			(21,735	)
Comprehensive income (loss)	$	(97,985	)	$	983,280		$	208,835		$	1,582,611
Comprehensive (loss) income													$	(1,001,353	)	$	343,575		$	(792,518	)	$	2,039,256

(Loss) Income per common share:
(Loss) income per common share – basic	$	-		$	0.01		$	-		$	0.03		$	(0.01	)	$	0.00		$	(0.01	)	$	0.03

(Loss) income per common share – diluted	$	-		$	0.01		$	-		$	0.02		$	(0.01	)	$	0.00		$	(0.01	)	$	0.03

Weighted average shares outstanding – basic		80,160,272			73,996,275			79,547,721			68,591,025			83,489,922			77,012,310			80,842,605			71,357,141

Weighted average shares outstanding – diluted		80,160,272			105,716,572			118,768,099			100,341,323			83,489,922			81,530,897			80,842,605			74,463,385

The accompanying condensed notes are an integral part of these unaudited condensed consolidated financial statements.

mPhase Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

For the ~~Six~~Nine Months Ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021

(Unaudited)


	Preferred Stock				Common Stock																		Preferred Stock				Common Stock
	Shares		$0.01 Par Value		Shares		$0.01 Par Value		Additional Paid in Capital		Common Stock to be Issued			Accumulated Comprehensive Income (Loss)			Accumulated Deficit			Stockholders’ Equity			Shares		$0.01 Par Value		Shares		$0.01 Par Value		Additional Paid in Capital		Common Stock to be Issued			Accumulated Comprehensive Income (Loss)			Accumulated Deficit			Stockholders’ Equity
Balance June 30, 2021		1,000	$	10		78,584,238	$	785,844	$	236,935,277	$	63,700		$	(11,526	)	$	(226,061,409	)	$	11,711,896			1,000	$	10		78,584,238	$	785,844	$	236,935,277	$	63,700		$	(11,526	)	$	(226,061,409	)	$	11,711,896

Issuance of common stock for vendor services		-				543,425		5,454		142,226		(63,700	)								83,960							543,425		5,454		142,226		(63,700	)								83,960
Issuance of common stock for conversions of convertible promissory notes
Issuance of common stock for conversions of convertible promissory notes, shares
Issuance of common stock for exchange of warrants
Issuance of common stock for exchange of warrants, shares
Issuance of common stock for CloseComms acquisition
Issuance of common stock for CloseComms acquisition, shares
Stock-based compensation for restricted shares under employment agreement										19,466											19,466											19,466											19,466
Stock-based compensation for restricted shares under employment agreement, shares
Relative fair value of warrants issued with convertible promissory notes										125,252											125,252											125,252											125,252
Issuance of common stock for Board of Directors services

Other comprehensive income															13,059						13,059																13,059						13,059
Net income																		293,761			293,761					-														293,761			293,761
Balance September 30, 2021		1,000	$	10		79,127,663	$	791,278	$	237,222,221	$	-		$	1,533		$	(225,767,648	)	$	12,247,394			1,000	$	10		79,127,663	$	791,278	$	237,222,221	$	-		$	1,533		$	(225,767,648	)	$	12,247,394

Issuance of common stock for conversions of convertible promissory notes		-				2,500,000		25,000		641,625											666,625							2,500,000		25,000		641,625											666,625
Stock-based compensation for restricted shares under employment agreements										26,403											26,403											26,403											26,403
Issuance of common stock for Board of Directors services												30,000									30,000													30,000									30,000
Other comprehensive income															1,573						1,573																1,573						1,573
Net loss																		(99,558	)		(99,558	)				-														(99,558	)		(99,558	)
Balance December 31, 2021		1,000	$	10		81,627,663	$	816,278	$	237,890,249	$	30,000		$	3,106		$	(225,867,206	)	$	12,872,437			1,000	$	10		81,627,663	$	816,278	$	237,890,249	$	30,000		$	3,106		$	(225,867,206	)	$	12,872,437

Issuance of common stock for extinguishment of Chief Executive Officer promissory note																												3,352,066		33,521		629,518											663,039
Stock-based compensation for restricted shares under employment agreements																																36,113											36,113
Stock-based compensation for stock options issued for Board of Directors services																																10,066											10,066
Issuance of common stock for Board of Directors services																																		61,250									61,250
Other comprehensive income																																					15,387						15,387
Net loss																										-														(1,016,740	)		(1,016,740	)
Balance March 31, 2022																								1,000	$	10		84,979,729	$	849,799	$	238,565,946	$	91,250		$	18,493		$	(226,883,946	)	$	12,641,552

	Preferred Stock				Common Stock																			Preferred Stock				Common Stock
	Shares		$0.01 Par Value		Shares		$0.01 Par Value		Additional Paid in Capital			Common Stock to be Issued			Accumulated Comprehensive Income (Loss)			Accumulated Deficit			Stockholders’ Equity			Shares		$0.01 Par Value		Shares			$0.01 Par Value			Additional Paid in Capital			Common Stock to be Issued			Accumulated Comprehensive Income (Loss)			Accumulated Deficit			Stockholders’ Equity
Balance June 30, 2020		1,000	$	10		19,174,492	$	191,745	$	231,984,704		$	955,466		$	113,070		$	(227,727,420	)	$	5,517,575			1,000	$	10		19,174,492		$	191,745		$	231,984,704		$	955,466		$	113,070		$	(227,727,420	)	$	5,517,575

Issuance of common stock for conversions of convertible promissory notes				-		16,331,766		163,318		544,954			-									708,272							16,331,766			163,318			544,954												708,272
Issuance of common stock for exchange of warrants						37,390,452		373,905		(220,604	)											153,301							37,390,452			373,905			(220,604	)											153,301
Stock-based compensation for restricted shares under employment agreement										10,737												10,737													10,737												10,737
Issuance of common stock for vendor services						200,000		2,000		4,820												6,820							200,000			2,000			4,820												6,820
Other comprehensive loss																(121,163	)					(121,163	)																		(121,163	)					(121,163	)
Net income																			720,494			720,494					-											-						720,494			720,494
Balance September 30, 2020		1,000	$	10		73,096,710	$	730,968	$	232,324,611		$	955,466		$	(8,093	)	$	(227,006,926	)	$	6,996,036			1,000	$	10		73,096,710		$	730,968		$	232,324,611		$	955,466		$	(8,093	)	$	(227,006,926	)	$	6,996,036

Issuance of common stock for CloseComms acquisition		-		-		2,666,666		26,667		928,799			(955,466	)								-							2,666,666			26,667			928,799			(955,466	)								-
Stock-based compensation for restricted shares under employment agreement										10,737												10,737													10,737												10,737
Other comprehensive loss																(21,932	)					(21,932	)																		(21,932	)					(21,932	)
Net income																											-																	1,005,212			1,005,212
Balance December 31, 2020																									1,000	$	10		75,763,376		$	757,635		$	233,264,147		$	-		$	(30,025	)	$	(226,001,714	)	$	7,990,053

Issuance of common stock for conversion of convertible promissory notes																													4,384,984			43,850			844,765												886,615
Issuance of common stock for vendor services																													559,076			5,591			68,207			15,000									88,798
Issuance of common stock for note payable issuance																													450,000			4,500			117,000												121,500
Stock-based compensation for restricted shares under employment agreement																													115,817			1,158			(63,602	)											(62,444	)
Cancellation of common stock of CEO																													(3,352,066	)		(33,521	)		(462,585	)											(496,106	)
Other comprehensive income																																									8,290						8,290
Other comprehensive income (loss)																(21,932	)					(21,932	)																		8,290						8,290
Net income																			1,005,212			1,005,212					-																	335,285			335,285
Net income (loss)																			1,005,212			1,005,212																						335,285			335,285
Balance December 31, 2020		1,000	$	10		75,763,376	$	757,635	$	233,264,147		$	-		$	(30,025	)	$	(226,001,714	)	$	7,990,053
Balance March 31, 2021																									1,000	$	10		77,921,187		$	779,213		$	233,767,932		$	15,000		$	(21,735	)	$	(225,666,429	)	$	8,873,991

The accompanying condensed notes are an integral part of these unaudited condensed consolidated financial statements.

mPhase Technologies, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

								2022			2021
	For the Six Months Ended						For the Nine Months Ended
	December 31,						March 31,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income	$	194,203		$	1,725,706
Adjustments to reconcile net income to net cash used in operating activities:
Net (loss) income							$	(822,537	)	$	2,060,991
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Amortization of debt discounts, deferred financing costs, and original issue discounts		2,077,049			494,184			3,072,802			971,352
Depreciation and amortization		459,230			461,659			682,292			694,467
Loss on AR Factoring agreement								1,040,000			-
Stock-based compensation		159,829			206,521			267,258			226,056
Loss (gain) on debt extinguishments and settlements		115,197			(31,270	)
Loss on debt extinguishments and settlements								249,625			399,278
Initial derivative expense								-			2,240,908
Gain on change in fair value of derivative liability		-			(157,900	)		-			(2,505,404	)
Initial derivative expense		-			366,068
Changes in operating assets and liabilities:
Increase in accounts receivable		(11,645,056	)		(15,298,054	)		(17,007,928	)		(21,145,008	)
Increase in inventories								(5,718	)		-
Decrease (increase) in prepaid expenses		43,573			(7,692	)		12,587			(187,800	)
Increase in other assets		(57,573	)		(546	)		(85,508	)		(53,440	)
Increase in contract liabilities		79,338			79,677			16,060			104,649
Increase in accounts payable and accrued expenses		6,782,462			11,833,599			10,868,745			17,929,728
Net cash used in operating activities		(1,791,748	)		(328,048	)
Net cash (used in) provided by operating activities								(1,712,322	)		735,777

Cash flows from investing activities:
Capital expenditures		(2,357	)		(1,727	)		(2,357	)		(3,064	)
Net cash used in investing activities		(2,357	)		(1,727	)		(2,357	)		(3,064	)

Cash flows from financing activities:
Proceeds from issuance of convertible notes payable, net		156,248			463,600			156,248			853,800
Proceeds from issuance of note payable to related party								450,000			-
Proceeds from issuance of notes payable								-			288,000
Repayments of notes payable		(304,290	)		-			(362,250	)		-
Repayments under settlement agreement		-			(15,000	)		-			(15,000	)
Repayments of convertible notes payable		-			(116,000	)		(1,000,000	)		(628,000	)
Net cash provided by financing activities		(148,042	)		332,600			(756,002	)		498,800

Effect of foreign exchange rates changes on cash		14,632			(143,095	)		30,019			(134,805	)
Net decrease in cash		(1,927,515	)		(140,270	)
Net (decrease) increase in cash								(2,440,662	)		1,096,708
Cash at beginning of period		2,473,386			142,413			2,473,386			142,413
Cash at end of period	$	545,871		$	2,143		$	32,724		$	1,239,121

Supplemental disclosure:
Cash paid for interest	$	32,603		$	52,681		$	43,470		$	390,352
Cash paid for taxes	$	-		$	-		$	-		$	-

The accompanying condensed notes are an integral part of these unaudited condensed consolidated financial statements.

	For the Six Months Ended				For the Nine Months Ended
	December 31,				March 31,
	2021		2020		2022		2021
Supplemental disclosure of non-cash operating activities:

Initial fair value of derivative liability recorded as debt discount	$	-	$	463,300	$	-	$	853,800

Supplemental disclosure of non-cash investing and financing activities:

Relative fair value of warrants issued with convertible promissory notes	$	125,252	$	-	$	125,252	$	-

Issuance of Common Stock for services
Value	$	147,660	$	6,820	$	147,660	$	80,618
Shares		543,425		200,000		543,425		759,076

Issuance of Common Stock to Board of Directors for services
Value					$	91,250	$	-
Shares						624,316		-

Issuance of Common Stock to CEO for extinguishment of note payable
Value					$	663,039	$	-
Shares						3,352,066		-

Issuance of Common Stock for conversions of convertible promissory notes and accrued interest
Value	$	666,625	$	708,272	$	666,625	$	1,596,887
Shares		2,500,000		16,331,766		2,500,000		20,716,750

Issuance of Common Stock for note payable issuance
Value					$	-	$	121,500
Shares						-		450,000

Cancellation of Common Stock of CEO
Value					$	-	$	496,106
Shares						-		3,352,066

The accompanying condensed notes are an integral part of these unaudited condensed consolidated financial statements.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION

Organization and Nature of Business

mPhase Technologies, Inc., including its wholly-owned subsidiaries, are collectively referred to herein as “mPhase,” “XDSL”, “Company,” “us,” or “we.”

The Company was incorporated in the state of New Jersey in 1979 under the name Tecma Laboratory, Inc. and has subsequently operated under Tecma Laboratories, Inc., and Lightpaths TP Technologies, Inc., until June 2, 1997 when the Company changed its name to mPhase Technologies, Inc.

On January 11, 2019, the Company underwent a major change in management and control. New management of the Company is positioning the Company to be a technology leader in artificial intelligence (“AI”) and machine learning while enabling a more rapid commercial development of its patent portfolio and other intellectual property. The Company believes there are significant opportunities to embed artificial intelligence and machine learning into business operations, platform architectures, business services, and customer experiences, whereby its goal is to generate significant revenue from its artificial intelligence and machine learning technologies.

On February 15, 2019, the Company acquired Travel Buddhi, a software platform to enhance travel via ultra-customization tools that tailor a planned trip experience in ways not previously available.

On June 30, 2019, the Company acquired 99% of the outstanding common shares of Alpha Predictions LLP (“Alpha Predictions”). Alpha Predictions is an India-based technology company that has developed a suite of commercial data analysis products for use across multiple industries. This acquisition has been integrated into the Company’s international operations and as expected, has driven revenue growth and innovation.

On May 11, 2020, the Company acquired CloseComms, a patented, software application platform that can be integrated into a retail customer’s existing Wi-Fi infrastructure, giving the retailer important customer data and enabling AI-enhanced, targeted promotions to drive store traffic and sales.

During 2021, the Company announced that it would be adding EV+ (electric vehicle) charging network and consumer engagement platform as part of a major strategic initiative to monetize additional points of contact during consumer travel and travel planning. During the course of 2021, the Company actively planned pilot programs in EV+ (electric vehicle) charging network and, as part of a larger strategy to build an AI-driven consumer ecosystem. By late-2021, the Company transitioned into a “green” consumer company, serving as an important bridge between consumers, retailers, and service providers.

The Company can best be described as a technology company focused on consumer engagement using data analytics and artificial intelligence to create a monetizable link between consumers and retailers at opportunistic times and places. The Company is currently building a connected ecosystem that includes EV charging and software solutions that optimize consumer engagement within the framework of a SaaS/TaaS model. Branded under the mPower name, this ecosystem will empower the way people shop, dine, fuel and interact with the world to create a richer life experience. The mPower ecosystem is tailored to each individual’s tastes and needs, with particular emphasis on empowering tomorrow’s green consumer. The Company has data driven business units generating recurring revenue outside of its consumer ecosystem, in addition to legacy nanobattery technology and a related patent portfolio that are slated for future development. The Company plans to expand into other markets, both in the United States and globally, where it believes its technology and services will provide a distinct competitive advantage over its competition.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued)

Concurrently, the Company continues to pursue strategic alternatives to best monetize its patent portfolio, including partnering to exploit opportunities for its drug delivery system. The Company continues seeking to obtain government funding available under the Departments of Defense and Homeland Security including The Department of Defense Ordnance Technology Consortium (“DOTC”), Small Business Innovative Research (“SBIR”), Cooperative Research and Development Agreements (“CRADA”) and similar programs for targeted applications for its smart nano-battery applications.

Basis of Presentation

The unaudited consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management, are necessary to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (the “SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.

The unaudited consolidated financial statements for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 include the operations of mPhase and its wholly-owned subsidiaries, mPower Technologies, Inc., Medds, Inc., mPhase Technologies India Private Limited effective March 19, 2019, and Alpha Predictions LLP effective June 30, 2019. All significant intercompany accounts and transactions have been eliminated in the consolidation.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2021, contained in the Company’s Annual Report on Form 10-K filed with the SEC on October 13, 2021. The results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2022.

Impact of COVID-19 Pandemic

A novel strain of coronavirus, COVID-19, surfaced during December 2019 and has spread around the world, including to the United States. During March 2020, COVID-19 was declared a pandemic by the World Health Organization. During certain periods of the pandemic thus far, a number of U.S. states and various countries throughout the world had been under governmental orders requiring that all workers remain at home unless their work was critical, essential, or life-sustaining. As a result of these governmental orders, the Company temporarily closed its domestic and international offices and required all of its employees to work remotely. As economic activity has begun and continues recovering, the impact of the COVID-19 pandemic on our business has been more reflective of greater economic and marketplace dynamics. Furthermore, in light of variant strains of the virus that have emerged, the COVID-19 pandemic could once again impact our operations and the operations of our customers and vendors as a result of quarantines, illnesses, and travel restrictions.

The ~~full~~ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, ~~and~~ results of operations ~~will depend on future~~and cash flows.

Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, ~~such as the ultimate duration and scope of the pandemic, its~~could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the ~~Company’s employees, customers,~~near future, in developing countries which are susceptible to outbreaks of disease and ~~vendors, in~~may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, to how quickly normal economic conditions and operations resume and whether the pandemic impacts other risks disclosed in Item 1A “Risk Factors” within the Company’s Annual Report on Form 10-K. Even after the pandemic has subsided, the Company may continue toany losses we experience ~~adverse impacts to its business~~ as a result of ~~any economic recession~~such outbreaks of disease which impact sales or ~~depression that has occurred as a result of the pandemic. Therefore, the Company cannot reasonably estimate the impact at this time. The Company continues to actively monitor the pandemic and~~delay production may ~~determine to take further actions that alter its business operations as may~~not be ~~required~~covered by federal, state, or local authorities or that it determines are in the best interests of its employees, customers, vendors, and shareholders. The Company applied for a loan under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (“CARES ACT”). During April 2020, the Company received loan proceeds of $~~33,333~~ ~~under the SBA PPP of the CARES Act (see Note 6: Notes Payable).~~our insurance policies.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. These estimates maychange, as new events occur and additional information is obtained.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 2: GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated a net ~~income~~loss of $~~194,203~~ 822,537and has used cash in operating activities of $~~1,791,748~~1,712,322 for the ~~six~~nine months ended ~~December~~March 31, ~~2021.~~2022. At ~~December~~March 31, ~~2021,~~2022, the Company had a working capital surplus of $~~11,402,820~~11,396,572, and an accumulated deficit of $~~225,867,206~~226,883,946. While these factors alone may raise doubt as to the Company’s ability to continue as a going concern, management believes the Company’s present and expected cash flows will enable it to meet its obligations for a period of twelve months from the date of this filing. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In the event managements’ plans do not materialize, in order to meet the Company’s working capital needs through the next twelve months and to fund the growth of its nanotechnology, artificial intelligence, and machine learning technologies, as well as our EV charging initiatives, the Company may consider plans to raise additional funds through the issuance of equity or debt. Although the Company intends to obtain additional financing to meet its cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. The Company’s ability to raise additional capital may also be impacted by the recent COVID-19 pandemic, which such ability is highly uncertain, cannot be predicted, and could have an adverse effect on the Company’s business and financial condition.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Reclassifications~~

Certain reclassifications of prior year amounts have been made to enhance comparability with the current year’s unaudited consolidated financial statements, including, but not limited to, presentation of certain items within the unaudited consolidated statements of operations and comprehensive income (loss), unaudited consolidated statements of cash flows, and certain notes to the unaudited consolidated financial statements.

Foreign Currency Translation and Transactions

The functional currencies of our operations in India and the United Kingdom are the Indian Rupee (“INR”) and the British Pound (“GBP”), respectively. Assets and liabilities are translated into U.S. dollars at the exchange rates in effect at the balance sheet date, and income and expense items are translated at the average exchange rates in effect during the applicable period. The aggregate effect of foreign currency translation is recorded in accumulated other comprehensive income (loss) in our consolidated balance sheets. Our net investments in our Indian and United Kingdom operations are recorded at the historical rates and the resulting foreign currency translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income within stockholders’ equity in accordance with ASC 220 – Comprehensive Income.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The exchange rates used to translate amounts in INR and GBP into USD for the purposes of preparing the consolidated financial statements were as follows:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE

Balance sheet:

	December 31, 2021		June 30, 2021		March 31, 2022		June 30, 2021
Period-end INR: USD exchange rate	$	0.01349	$	0.01349	$	0.01324	$	0.01349
Period-end GBP: USD exchange rate	$	1.34915	$	1.38510	$	1.31330	$	1.38510
Foreign currency translation exchange rate

Income statement:

									2022		2021		2022		2021
	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	December 31,				December 31,				March 31,				March 31,
	2021		2020		2021		2020		2022		2021		2022		2021
Average Period INR: USD exchange rate	$	0.01349	$	0.01362	$	0.01349	$	0.01351	$	0.01336	$	0.01366	$	0.01343	$	0.01355
Average Period GBP: USD exchange rate	$	1.34876	$	1.32094	$	1.36066	$	1.29006	$	1.33098	$	1.36636	$	1.34850	$	1.31028
Average foreign currency translation exchange rate

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated at the rate on the date of the transaction and included in the results of operations as incurred.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the collectability of accounts receivable, estimated useful lives of finite-lived intangible assets, accrued expenses, valuation of derivative liabilities, stock-based compensation, and the deferred tax asset valuation allowance.

Concentrations of Credit Risk

Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with four financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits, but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions. With respect to accounts receivable, the Company monitors the credit quality of its customers as well as maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Risk

Agreements which potentially subject the Company to concentrations of revenue risk consist principally of one customer agreement. For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, this one customer accounted for approximately ~~100~~99% and 100% of our total revenue, respectively. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, this one customer accounted for approximately ~~100~~99% and 100% of our total accounts receivable, respectively. During December 2021, the Company began invoicing its consumer engagement locations. Although immaterial ~~at December~~for the nine months ended March 31, ~~2021,~~2022, as these locations continue to grow, the aforementioned one customer will become less of the Company’s total revenue and accounts receivable, thus decreasing the Company’s revenue risk concentrations.

Supplier Risk

Agreements which potentially subject the Company to concentrations of supplier risk consist principally of one supplier agreement. For the ~~six~~nine months ended ~~December~~March 31, 2022, this one supplier accounted for approximately 99% of our total cost of revenue and accounted for approximately 87% of our total accounts payable. For the nine months ended March 31, 2021, this one supplier accounted for approximately 100% of our total cost of revenue and accounted for approximately 80~~% of our total accounts payable. For the six months ended December 31, 2020, this one supplier accounted for approximately~~ ~~100% of our total cost of revenue and accounted for approximately~~ 9788% of our total accounts payable.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were 0 cash equivalents at ~~December~~March 31, ~~2021~~2022 and June 30, 2021. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the Company’s cash ~~balance at one financial institution~~balances did not exceeded the FDIC limit.

Accounts Receivable

The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. Additionally, to date, the Company has entered into six separate tri-party settlement and offset agreements with its largest customer and largest vendor, whereby the Company’s largest customer has agreed to direct funds due the Company for certain outstanding invoices, to the Company’s largest vendor to satisfy payment on behalf of the Company for certain outstanding invoices. To date, the aggregate amount of the six tri-party settlement and offset agreements has totaled $48,750,000. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the Company determined there was 0 requirement for an allowance for doubtful accounts.

Goodwill and Intangible Assets

Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of the net identified tangible and intangible assets acquired. The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. The Company tests goodwill for impairment by first comparing the fair value of the reporting unit to its carrying value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of impairment loss, if any. On June 30, 2022, the Company will perform its annual evaluation of goodwill impairment to determine if the estimated fair value of the reporting unit exceeds its carrying value.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Patents and licenses are capitalized when the Company determines there will be a future benefit derived from such assets and are stated at cost. Amortization is computed using the straight-line method over the estimated useful life of the asset, generally five years. As of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the book value of patents and licenses of $214,383, has been fully amortized and 0 amortization expense was recorded for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020.~~2021.

Capitalized Software Development Costs

The Company follows the provisions of ASC 350-40, “Internal Use Software.” ASC 350-40 provides guidance for determining whether computer software is internal-use software, and on accounting for the proceeds of computer software originally developed or obtained for internal use and then subsequently sold to the public. It also provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred.

Capitalized software development costs are amortized on a straight-line basis over the estimated useful lives, currently three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

At ~~December~~March 31, ~~2021,~~2022, the book value of purchased and developed technology of $~~3,875,256~~3,840,006, included three technology platforms, a machine learning platform and two artificial intelligence platforms. For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, the Company incurred amortization expense of $~~449,142~~670,766 and $~~450,302~~677,256, respectively.

Fair Value of Financial Instruments

The Company accounts for the fair value of financial instruments in accordance with ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities, due to related parties, and current and long-term debt. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of short and long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value with the exception of the fair value of due to related parties as the fair value cannot be determined due to a lack of similar instruments available to the Company. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

Revenue is derived from the sale of artificial intelligence and machine learning focused technology products and related services. The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue (see Note 5).

Contract liabilities include amounts billed to customers in excess of revenue recognized and are presented as contract liabilities on the consolidated balance sheets (see Note 5).

A contract asset is recognized for incremental costs to obtain a customer contract that are recoverable, otherwise such incremental costs are expensed as incurred.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-Based Compensation

The Company computes share based payments in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation and related interpretations. As such, compensation cost is measured on the date of grant at the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the grants. The Company estimates the fair value of stock options and warrants by using the Black-Scholes option pricing model.

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes.

Convertible Debt Instruments

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (“FASB”) ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt using the effective interest method.

Income Taxes

The Company accounts for income taxes in accordance with Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”) issued in December 2019. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ASC 740 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s tax returns for its June 30, 2021, 2020, ~~2019,~~ and ~~2018~~2019 tax years may be selected for examination by the taxing authorities as the statute of limitations remains open.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices for the years ended June 30, 2021 and 2020.

Earnings Per Share

In accordance with the provisions of FASB ASC Topic 260, Earnings per Share, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis.

In computing diluted EPS, only potential common shares that are dilutive, those that reduce EPS or increase loss per share, are included. The effect of contingently issuable shares is not included if the result would be anti-dilutive, such as when a net loss is reported. For the three and nine months ended ~~December~~March 31, ~~2021,~~2022, basic and diluted EPS are computed using the same number of weighted average shares as we incurred a net loss for those periods. For the ~~six~~three and nine months ended ~~December~~March 31, 2021, ~~as we incurred net income for the period, dilutive shares included approximately~~ ~~25,000,000~~ ~~shares of the Company’s common stock related to convertible promissory notes and outstanding warrants to purchase up to approximately~~ ~~14,000,000~~ shares of the Company’s common stock, assuming conversion of such convertible promissory notes and exercise of such warrants occurred at July 1, 2021, as the conversion price of the convertible promissory notes and warrants were less than the average market price of the Company’s common stock for the six months ended December 31, 2021. ~~At December 31, 2021, there were approximately~~ ~~134,316~~ ~~shares of the Company’s common stock to be issued and~~ ~~1,000,000~~ restricted shares of the Company’s common stock to be issued upon vesting pursuant to the terms of employment agreements with the Company’s Chief Operating Officer and Chief Financial Officer, which were not included in computing dilutive EPS. ~~For the three and six months ended December 31, 2020,~~ as we incurred net income for those periods, dilutive shares included ~~31,750,297~~ 4,518,587 and 3,106,244shares, respectively, of the Company’s common stock related to convertible promissory notes, assuming conversion of such convertible promissory notes occurred at ~~October~~January 1, ~~2020~~2021 and July 1, 2020, respectively, as the conversion price of the convertible promissory notes were less than the average market price of the Company’s common stock for the three and ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021. Additionally, for dilutive EPS purposes for the three and ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, the assumed conversion of such convertible promissory notes at ~~October~~January 1, ~~2020~~2021 and July 1, 2020, increased the net income amount used in the dilutive EPS computation by $~~742,537~~ 409,399and $~~751,482~~286,763, respectively, as a result of the net impact of interest that would not have been incurred during the period as well as original issue discounts, deferred financing costs, debt discounts, and derivative liability balances that would not have been required at ~~December~~march 31, ~~2020.~~2021. At ~~December~~March 31, ~~2020,~~2021, there were ~~115,817~~ 189,774restricted shares of the Company’s common stock to be issued ~~upon vesting pursuant~~for services provided to the ~~terms of an employment agreement with its former Chief Financial Officer,~~Company, which were not included in computing dilutive EPS.

Modification/Extinguishment of Debt

In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Standards

Effective July 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740). The standard amends and simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company determined the adoption of ASU 2019-12 did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

During August 2020, the FASB issued ASU 2020-06, to modify and simplify the application of U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. The standard is effective for the Company as of July 1, 2024, with early adoption permitted. The Company is reviewing the impact of this guidance on its consolidated financial statements.

During May 2021, the FASB issued ASU 2021-04, to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for the Company as of July 1, 2022, with early adoption permitted. The Company is reviewing the impact of this guidance on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited consolidated financial statements.

NOTE 4: INTANGIBLE ASSET – PURCHASED SOFTWARE, NET

Intangible asset – Purchased Software, net, is comprised of the following at:

SCHEDULE OF INTANGIBLE ASSET

	December 31,			June 30,				March 31,			June 30,
	2021			2021			2022			2021
Purchased software	$	3,875,256		$	3,905,228		$	3,840,006		$	3,905,228
Less: accumulated amortization		(2,275,323	)		(1,826,181	)		(2,496,947	)		(1,826,181	)
Purchased software, net	$	1,599,933		$	2,079,047		$	1,343,059		$	2,079,047

Intangible asset – Purchased Software consists of the following three software technologies:

SCHEDULE OF INTANGIBLE ASSET BY DEVELOPED SOFTWARE

Alpha Predictions developed software	$	448,255	$	220,692
Travel Buddhi developed software		114,420		112,667
CloseComms developed software		1,037,258		1,009,700
Total developed software	$	1,599,933	$	1,343,059

The Alpha Predictions and Travel Buddhi developed software were acquired during the fiscal year ended June 30, 2019. The CloseComms developed software was acquired during the fiscal year ended June 30, 2020. At ~~December~~March 31, ~~2021,~~2022, the Travel Buddhi and CloseComms technology platforms have been placed in service.

Developed software costs are amortized on a straight-line basis over three years. Amortization of developed software costs is included in general and administration expenses within the unaudited consolidated statements of operations.

For the three and ~~six~~nine months ended ~~December~~March 31, 2022, amortization expense was $221,624 and $670,766, respectively. For the three and nine months ended March 31, 2021, amortization expense was $~~224,348~~226,954 and $~~449,142, respectively. For the three and six months ended December 31, 2020, amortization expense was $226,469~~ ~~and $450,302~~677,256, respectively.

Future amortization expense related to the existing net carrying amount of developed software at ~~December~~March 31, ~~2021~~2022 is expected to be as follows:

SCHEDULE OF FUTURE AMORTIZATION EXPENSE


Remainder of fiscal year 2022	$	402,668	$	423,052
Fiscal year 2023		564,743		404,719
Fiscal year 2024		415,325		404,719
Fiscal year 2025		217,197		110,569
Purchased software, net	$	1,599,933	$	1,343,059

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 5: REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table presents our revenue disaggregated by category and primary geographic regions within our single reporting segment:

SCHEDULE OF REVENUE DISAGGREGATED BY CATEGORY

														2022			2021			2022			2021
	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,						March 31,						March 31,
	2021			2020			2021			2020			2022			2021			2022			2021
Categories:
Subscription	$	6,434,050		$	6,180,000		$	12,839,050		$	12,360,000		$	6,549,700		$	6,180,000		$	19,388,750		$	18,540,000
Service and support		1,005,157			906,756			1,961,087			1,804,020			1,081,509			918,768			3,042,596			2,722,788
Application development and implementation		900,670			549,680			1,765,450			1,059,280			869,260			560,580			2,634,710			1,619,860
Total Revenue	$	8,339,877		$	7,636,436		$	16,565,587		$	15,223,300		$	8,500,469		$	7,659,348		$	25,066,056		$	22,882,648

Primary Geographic Regions:
United States		100	%		-	%		100	%		-	%		100	%		-	%		100	%		-	%
India		-	%		100	%		-	%		100	%		-	%		100	%		-	%		100	%
		100	%		100	%		100	%		100	%
Concentration risk percentage														100	%		100	%		100	%		100	%

Effective July 1, 2021, the Company moved the invoicing office of its largest customer to its customer’s United States based office. This change was to align the invoicing by the Company to the customer’s location managing the services provided under the customer agreement.

The following table presents our long-lived assets by primary geographic regions within our single reporting segment:

SCHEDULE OF LONG-LIVED ASSETS

						2022		2021
	December 31,				March 31,
	2021		2020		2022		2021
United States	$	1,438	$	1,438	$	35,495	$	1,438
India		568,973		1,490,952		339,499		1,261,127
United Kingdom		1,046,096		1,068,556		1,016,876		1,078,164
Total long-lived assets	$	1,616,507	$	2,560,946	$	1,391,870	$	2,340,729

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, the Company was subject to revenue concentration risk as one customer accounted for approximately 99% and 100% of our total revenue, ~~for both periods.~~respectively

Subscription and Application Development and Implementation Revenue

The Company recognizes revenue when, or as, it satisfies a performance obligation to a customer. The Company primarily has one performance obligation, which includes the combined promise to develop, implement, and license customized software. Payment terms for the software include one-time application development and implementation fees, which are generally billed on a time-and-materials basis over the development and implementation period, plus fixed license subscription fees, which may either be billed in full upfront or in monthly installments over the license period, which is generally three to ten years. All of these fees are allocated to the single performance obligation of providing software to the customer.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 5: REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)

The performance obligation is fully satisfied at the point in time when the customer has taken control of the completed software, which is when physical possession of the software has transferred to the customer, the customer is able to use and benefit from the software, and the contractual license period has begun. Since the Company has no further obligation to the customer once control of the software has transferred, the Company recognizes revenue in full for all of the development and implementation fees at that point in time. Subscription fees are also recognized when control of the software has transferred to the customer but only to the extent such fees are contractually guaranteed to the Company. Any future monthly subscription fees that the Company would not have a contractually guaranteed right to collect in the event of early termination of the contract are instead recognized as revenue on a straight-line basis over the license period.

Service and Support Revenue

Certain contracts also contain a second performance obligation for service and support. This performance obligation includes the promise to provide future updates, upgrades, and enhancements to the software over the license period, if and when they occur. Service and support fees are fixed as a percentage of total contract value and billed in monthly installments over the license period. The Company recognizes service and support fee revenue over time, on a straight-line basis over the license period, as the customer receives such services on a generally uniform basis throughout the license period.

Allocation of the Transaction Price

Prices allocated to each performance obligation generally correspond with the contractually stated prices, since they equal standalone selling price. In some cases, services may be discounted, which requires the company to allocate the transaction price based on relative standalone selling price. The Company estimates standalone selling price based on comparable industry practices and the costs and margins involved in providing services to its customers.

Contract Liabilities

Contract liabilities include amounts billed to the customer in excess of revenue recognized and are presented as contract liabilities on the consolidated balance sheets. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, contract liabilities totaled $~~430,027~~366,749 and $350,689, respectively.

The following table presents a reconciliation of the contract liabilities from June 30, 2021 to ~~December~~March 31, ~~2021:~~2022:

SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES

June 30, 2021	$	350,689		$	350,689
Contract liability deferral		300,247			448,389
Amortization of contract liability to revenue		(220,909	)		(432,329	)
December 31, 2021	$	430,027
March 31, 2022				$	366,749

Practical Expedient

The Company has elected a practical expedient to omit certain disclosures about the transaction price allocated to remaining performance obligations for contracts with terms of one year or less.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 6: NOTES PAYABLE

Notes payable is comprised of the following:

SCHEDULE OF NOTES PAYABLE

	December 31,			June 30,			March 31,			June 30,
	2021			2021			2022			2021
Note payable, SBA – Paycheck Protection Program [1]	$	33,751		$	33,680		$	33,978		$	33,680
Note payable, SBA – Economic Injury Disaster Loan [2]		163,081			160,393			164,396			160,393
Note payable, Accredited Investor [3]		43,202			276,035			-			276,035
Total notes payable	$	240,034		$	470,108		$	198,374		$	470,108
Less: current portion of notes payable		(93,144	)		(323,218	)		(51,484	)		(323,218	)
Long-term portion of notes payable	$	146,890		$	146,890		$	146,890		$	146,890

[1]

effective April 28, 2020, the Company entered into a promissory note with an approved lender in the principal amount of $33,333. The note was approved under the provisions of the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) and the terms of the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program. The note accrues interest for the first six months following the issuance date at a rate of 1% per annum, (increasing to 6% per annum upon the occurrence of an Event of Default (as defined in the note)), and beginning November 28, 2020, requires 18 monthly payments of $1,876 each, consisting of principal and interest until paid in full on April 28, 2022. Subsequent to issuance, the first payment due date was extended. The note may be prepaid by the Company at any time prior to the maturity date with no prepayment penalties. Additionally, any portion of the note up to the entire principal and accrued interest balance may be forgiven in the event the Company satisfies certain requirements as determined by the CARES Act. The Company has applied for forgiveness and expects to satisfy the requirements for forgiveness of the entire principal and accrued interest balance. The Company is awaiting receipt of approval of its requested forgiveness from the SBA through its treasury partner. At ~~December~~March 31, ~~2021,~~2022, $~~33,751~~33,978 was recorded as a current liability within notes payable ~~with~~of the consolidated balance sheets.

[2]

effective May 28, 2020, the Company entered into a promissory note and security agreement with the U.S. Small Business Administration (“SBA”) in the principal amount of $150,000. The note was approved under the provisions of the CARES Act and the terms of the COVID-19 Economic Injury Disaster Loan (“EIDL”) program of the SBA’s EIDL Program. The note accrues interest at a rate of3.75% per annum, and beginning May 28, 2021, requires monthly payments of $731each, consisting of principal and interest until paid in full on May 28, 2050. Subsequent to issuance, the SBA extended the first payment due date to 24 months from the date of the note. The note may be prepaid by the Company at any time prior to the maturity date with no prepayment penalties. Additionally, this promissory note is collateralized by certain of the Company’s property as specified within the security agreement. Furthermore, on June 4, 2020, the Company received $4,000from the SBA, which it is currently working to obtain details from the SBA regarding this amount. As such, at ~~December~~March 31, ~~2021,~~2022, the Company recorded this amount as a current liability. At ~~December~~March 31, ~~2021,~~2022, $17,506~~16,191~~ was recorded as a current liability within notes payable and $146,890was recorded as a long-term liability within notes payable, net of current portion ~~with~~of the consolidated balance sheets.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 6: NOTES PAYABLE (continued)

[3]

effective February 8, 2021, the Company entered into a securities purchase agreement with an accredited investor and issued an 12% promissory note in the principal amount of $362,250 (including a $47,250 original issue discount) to the accredited investor with a maturity date of February 8, 2022. Twelve months of interest is immediately earned by the accredited investor upon the Company receiving proceeds and is included in the required monthly repayments. On February 10, 2021, the Company received net proceeds in the amount of $288,000 as a result of $27,000 being paid for legal and due diligence fees incurred with respect to this securities purchase agreement and convertible promissory note. In accordance with the securities purchase agreement, the Company issued 1) 250,000 restricted shares of its common stock (“Commitment Shares”) to the accredited investor as additional consideration for the purchase of the promissory note and 2) 200,000 restricted shares of its common stock (“Returnable Shares”) to the accredited investor which will be returned to the Company upon timely completion of the required repayment schedule. Repayments of the promissory note shall be made in eight (8) installments each in the amount of $50,715, which commenced July 8, 2021 and continues thereafter each thirty (30) days until February 8, 2022. This promissory note is only convertible upon an event of default as defined in the promissory note. The original issue discount, deferred financing costs and issuance date fair value of the Commitment Shares are being amortized over the term of the note. ~~At December 31, 2021,~~During February 2022, the ~~aggregate outstanding balance of the promissory note and accrued interest was $101,430. At December 31, 2021,~~Company paid off the aggregate balance of the promissory note, ~~net of original issue discount, deferred financing costs and issuance date fair value of the Commitment Shares was $43,202~~.including accrued interest.

NOTE 7: CONVERTIBLE DEBT ARRANGEMENTS

JMJ Financial

At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the amount recorded in current liabilities for this one convertible note and accrued interest thereon due to JMJ Financial was $~~235,925~~240,675 and $213,545, respectively. During the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 the Company recorded $~~9,221~~13,971 and $~~8,514~~12,900, respectively, of interest for the outstanding convertible note.

At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the aggregate remaining amount of convertible securities held by JMJ could be converted into ~~11,796~~12,034 and 10,677 shares, respectively, with a conversion price of $20.

Accredited Investors

Evergreen Agreement

On April 6, 2021, the Company entered into a Securities Purchase Agreement (“Agreement”) with Evergreen Capital Management LLC (the “Investor”), pursuant to which the Company sold to the Investor an aggregate of up to $2,040,000 in aggregate subscription amount of notes and warrants to purchase an aggregate of 11,730,000 shares of common stock in two (2) tranches (each a “Tranche”), with the first Tranche of $1,540,000 in subscription amount of notes (to purchase an aggregate of $1,771,000 in principal amount of notes) and warrants to purchase an aggregate of 8,855,000 shares of Common Stock being closed on upon execution of this Agreement. The closing for the second Tranche of $500,000 in subscription amount of notes (to purchase an aggregate of $575,000 in principal amount of notes) and warrants to purchase an aggregate of 2,875,000 shares of common stock will occur within three (3) business days after the later of (i) the filing by the Company of a Registration Statement on Form S-1 for the sale of common stock that will be listed on a national securities exchange, or (ii) the thirtieth (30th) day following the closing of the first Tranche. The first and second Tranches closed and funded on April 6, 2021 and May 3, 2021, respectively.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 7: Convertible Debt Arrangements (continued)

The Notes mature on April 6, 2022 and May 3, 2022, bears interest at the rate of 5% per annum and are convertible at any time upon the option of the Investor into shares of Common Stock at a conversion price equal to $0.20per share or, upon the occurrence and during the continuance of an Event of Default (as defined in the Note), if lower, at a conversion price equal to 75% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock during the 20 consecutive trading days immediately preceding the applicable conversion date. The Company has the right to prepay all or any portion of the outstanding balance of the Note in an amount equal to 115% or 120%, depending on whether such repayment is made before or after November 5, 2021, multiplied by the portion of the outstanding balance to be prepaid. The Company is required to prepay all or any portion of the outstanding balance of the Note upon the occurrence of a Qualified Financing (as defined in the Note). If at any time while the Note is outstanding, the Company completes any single Future Transaction (as defined in the Note), the Investor may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction.

The Warrants are exercisable at a purchase price of $0.20per share at any time on or prior to April 6, 2025 and May 3, 2025, and may be exercised on a cashless basis, beginning on the six-month anniversary of the Effective Date, if the shares of Common Stock underlying the Warrants are not then registered under the Securities Act of 1933, as amended (the “Securities Act”). On January 31, 2022, the Investor agreed to not convert, tender for conversion or otherwise take steps toward the conversion of either of the Notes to Common Stock until the earlier of (a) May 1, 2022 or (b) the date on which the Common Stock commences trading on the Nasdaq Stock Market or another national stock exchange. The Investor will not have the right to exercise the Warrants if the Investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its conversion and under no circumstances may exercise the Warrants if the Investor, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its exercise.

The Securities Purchase Agreement (the “SPA”) contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties thereto, and termination provisions.

In connection herewith, the Company recorded an original issue discount of $306,000 and deferred financing costs of $42,500. The original issue discount and deferred financing costs are being amortized over the term of the note. ~~At December 31, 2021, the aggregate balance of the convertible promissory note and accrued interest was $1,927,988. At December 31, 2021, the aggregate balance of the convertible promissory note, net of original issue discount and deferred financing costs was $1,387,297~~. During October 2021 and December 2021, an aggregate of $500,000 of outstanding principal was converted into an aggregate of 2,500,000 shares of the Company’s common stock. The company recorded an aggregate loss on extinguishment of debt of $166,625 as a result of the Company issuing shares of itits common stock to satisfy the outstanding principal conversions. Furthermore, during February 2022, the Company paid an aggregate of $1,000,000 toward the outstanding principal balance. At March 31, 2022, the aggregate balance of the convertible promissory note and accrued interest was $943,076. At March 31, 2022, the aggregate balance of the convertible promissory note, net of original issue discount and deferred financing costs was $792,173.

Investors’ Agreement

On May 4, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of up to $2,550,000 in Aggregate Subscription Amount of Notes and Warrants to acquire an aggregate of 15,000,000 shares of common stock in two tranches (each a “Tranche”), with the first Tranche of $1,924,999in subscription Amount of Notes (to sell an aggregate of $2,264,706in principal amount of Notes) and Warrants to acquire an aggregate of 11,323,529, shares of common stock being closed on upon execution of the SPA. The closing for the second tranche for $625,001in Subscription Amount Notes (to sell an aggregate of $735,294 in principal amount of Notes) and Warrants to acquire an aggregate of 3,676,471 shares of common stock will occur within three (3) business days after the later of (i) the filing of a Registration Statement on Form S-1 for the sale of common stock that will be listed on a national securities exchange or (ii) the thirtieth (30th) day following the closing of the first Tranche. The first and second Tranches closed and funded on May 3, 2021 and June 30, 2021, respectively. The Company received a portion of the proceeds related to the second Tranche on July 1, 2021.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 7: Convertible Debt Arrangements (continued)

The Notes mature on May 4, 2022 and June 30, 2022, bear interest at the rate of 5% per annum and are convertible at any time upon the option of the Investors into shares of Common Stock at a conversion price equal to $0.20 per share. The Company has the right to prepay all or any portion of the outstanding balance of the Notes in an amount equal to 115% or 120%, depending on whether such repayment is made before November 5, 2021 or after November 5, 2021, respectively, multiplied by the portion of the outstanding balance to be prepaid.

The Warrants are exercisable at a purchase price of $0.20per share at any time on or prior to May 4, 2025 and June 30, 2025, and may be exercised on a cashless basis, beginning on the six-month anniversary of the Effective Date, if the shares of Common Stock underlying the Warrants are not then registered under the Securities Act.

The SPA contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties thereto, and termination provisions.

In connection herewith, the Company recorded an original issue discount of $447,237 and deferred financing costs of $10,000. The original issue discount and deferred financing costs are being amortized over the term of the note. At ~~December~~March 31, ~~2021,~~2022, the aggregate balance of the convertible promissory note and accrued interest was $~~3,075,146~~3,113,131. At ~~December~~March 31, ~~2021,~~2022, the aggregate balance of the convertible promissory note, net of original issue discount and deferred financing costs was $~~2,135,337~~2,711,445.

At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, there was $~~4,832,616~~3,832,616 and $5,143,795 of convertible notes payable outstanding, net of discounts of $~~1,304,993~~323,998 and $3,157,759, respectively.

During the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, amortization of original issue discount, deferred financing costs, and debt discounts amounted to $~~2,077,049~~2,986,587 and $~~494,184~~971,352, respectively.

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, $500,000 of convertible notes were converted into 2,500,000 shares of the Company’s common stock. During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, $~~288,182~~472,593 of convertible notes, including fees and interest, were converted into ~~16,331,766~~19,683,832 shares of the Company’s common stock.

At ~~December~~March 31, ~~2021,~~2022, the Company was in compliance with the terms of the Accredited Investors convertible promissory notes. On May 24, 2022, as a result of the Company’s failure to timely file its Form 10-Q, the Company was in default with respect to certain of its convertible promissory notes. The Company has not received any notification of default from any of its outstanding convertible promissory notes.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 7: Convertible Debt Arrangements (continued)

Notes payable under convertible debt and debenture agreements, net is comprised of the following:

SCHEDULE OF NOTES PAYABLE UNDER CONVERTIBLE DEBT AND DEBENTURE AGREEMENT, NET

	December 31,			June 30,			March 31,			June 30,
	2021			2021			2022			2021
JMJ Financial	$	109,000		$	109,000		$	109,000		$	109,000
Accredited Investors		4,832,616			5,148,795			3,832,616			5,148,795
Unamortized OID, deferred financings costs, and debt discounts		(1,304,993	)		(3,157,759	)		(323,997	)		(3,157,759	)
Total convertible debt arrangements, net	$	3,636,623		$	2,100,036		$	3,617,619		$	2,100,036

At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, the outstanding balances are reflected as current liabilities within our consolidated balance sheets. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, accrued interest on these convertible notes of $~~303,207~~361,117 and $162,271, respectively, is included within accrued expenses of the consolidated balance sheets.

NOTE 8: DERIVATIVE LIABILITY

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operation as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date then reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from June 30, 2020 to June 30, 2021, as there ~~was~~were no derivative liability transactions during the ~~three~~nine months ended ~~December~~March 31, ~~2021:~~2022:

SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY

	Conversion feature derivative liability
June 30, 2020	$	897,631
Initial fair value of derivative liability recorded as debt discount		853,800
Initial fair value of derivative liability charged to other expense		2,240,908
Gain on change in fair value included in earnings		(3,267,323	)
Derivative liability relieved by conversions of convertible promissory notes		(725,016	)
June 30, 2021	$	-

Total derivative liability at ~~December~~March 31, ~~2021~~2022 and June 30, 2021 amounted to $0 for both periods.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

At ~~December~~March 31, ~~2021,~~2022, the Company did not have any derivative instruments that were designated as hedges.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 9: STOCKHOLDERS’ EQUITY

At ~~December~~March 31, ~~2021,~~2022, the total number of shares of all classes of stock that the Company shall have the authority to issue is 500,001,000 shares consisting of 500,000,000 shares of common stock, $0.01 par value per share, of which ~~81,656,033~~85,008,099 are issued and ~~81,627,663~~84,979,729 are outstanding, and 1,000 shares of preferred stock, par value $0.01 per share of which 1,000 shares have been designated as Series A Super Voting Preferred of which 1,000 are issued and outstanding.

On August 27, 2019, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock of the Company to 100,000,000 shares from 25,000,000 shares. On September 4, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase its authorized common stock from 25,000,000 shares to 100,000,000 shares.

On June 10, 2020, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock of the Company to 250,000,000 shares from 100,000,000 shares. On July 14, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase its authorized common stock from 100,000,000 shares to 250,000,000 shares.

On August 3, 2020, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock of the Company to 500,000,000 shares from 250,000,000 shares. On August 4, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase its authorized common stock from 250,000,000 shares to 500,000,000 shares.

Common Stock

Stock Based Compensation – Common Stock Grants

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company recorded $~~45,869~~81,982 of stock-based compensation expense related to a November 22, 2021 grant of 500,000 restricted shares of common stock to the Company’s Chief Financial Officer and a May 17, 2021 grant of 500,000 restricted shares of common stock to the Company’s Chief Operating Officer, both of which vests 25% on the 1 year, 2 year, 3 year, and 4 year anniversaries of the grant dates.

During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with its Chief Executive Officer, Anshu Bhatnagar (“Holder”), whereby earned and issued warrants to purchase 37,390,452 shares of the Company’s Common Stock (the “Cancelled Warrants”) pursuant to the terms of that certain Transition Agreement (the “Transition Agreement”) and Warrant Agreement (the “Warrant Agreement”) each between the Company and Holder and dated as of January 11, 2019 were forfeited and exchanged for (i) 37,390,452 shares of the Company’s Common Stock (the “Shares”) and (ii) the cancellation and termination of the Transition Agreement and Warrant Agreement. The Cancelled Warrants had an exercise price of $0.50 per share and were not subject to expiration. Such Exchange Agreement is intended to make the Company’s capitalization more attractive to potential investors and to remove the uncertainty associated with any future grants of warrants under the Transition Agreement and Warrant Agreement, although there can be no assurance of any future investments on terms that are attractive to the Company, or at all. Immediately prior to the Company’s entry into the Exchange Agreement, it was determined that 5,650,708 additional warrants (the “Additional Warrants”) to purchase the Company’s Common Stock were due to and issued to the Holder in accordance with the terms and conditions of the Transition Agreement as the Transition Agreement required certain liabilities to be eliminated by the prior management team within six months of the Transition Agreement’s effective date of January 11, 2019. However, the Additional Warrants were immediately cancelled and terminated with the intention of mitigating potential liabilities arising from certain issuances of the Company’s Common Stock below the minimum price of $0.50 per share as stated within the Transition Agreement. The Shares to be issued and sold to the Holder pursuant to the Exchange Agreement were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. For the ~~year~~nine months ended ~~June 30,~~March 31, 2021, the Company recorded $153,301 of stock-based compensation expense related to the Exchange Agreement. See Common Stock Warrants section below for further details of the warrants.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 9: STOCKHOLDERS’ EQUITY (continued)

Furthermore, during the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, the Company recorded $21,474 of stock-based compensation expense related to a June 1, 2019 grant of 231,635 shares of common stock to the Company’s former Chief Financial Officer, which vested 25% on the six month, 1 year, 2 year, and 3 year anniversaries of the grant date.

Vendor Services

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company entered into various consulting, public relations, and marketing agreements whereby the Company issued an aggregate of 543,425 restricted shares of its common stock for services to be performed during specified periods of time. During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company recorded $83,960 of expense.

During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, the Company entered into a consulting, public relations, and marketing agreement whereby the Company issued ~~200,000~~1,064,668 restricted shares of its common stock for services to be performed during ~~the agreement period~~specified periods of ~~July 15, 2020 through October 15, 2020.~~time. During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, the Company recorded $~~6,820~~101,177 of expense.

Board of Director Services

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company granted an aggregate of ~~134,316~~624,316 restricted shares of its common stock and an aggregate of 800,000 stock options, in accordance with the Board of Directors agreements in place during this period. The grant date fair value of the aggregate 624,316 restricted shares and 800,000 stock options is $91,250 and $155,388, respectively. During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company recorded $~~30,000~~101,316 of ~~expense.~~expense, consisting of $91,250 related to the restricted shares of the Company’s common stock and $10,066 related to the stock options. The grant date fair value of the stock options will be recognized monthly over the 3-year vesting period. At ~~December~~March 31, ~~2021,~~2022, the grant date fair value of the ~~134,316~~624,316 granted restricted shares of $~~30,000~~91,250 is classified as common stock to be issued within the consolidated balance sheets.

During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, there were no restricted shares of the Company’s common stock granted in accordance with any Board of Directors agreements.

Conversion of Debt Securities

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, $500,000of convertible notes were converted into 2,500,000shares of the Company’s common stock by an accredited investor, valued at $666,625. During the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, $~~288,182~~ 472,593of convertible notes, including fees and interest, were converted into ~~16,331,766~~ 19,683,832shares of the Company’s common stock by accredited investors, valued at $~~708,272~~1,596,886.

Extinguishment of Note Payable

During the nine months ended March 31, 2022, the Company issued 3,352,066 shares of its common stock to the Company’s Chief Executive Officer which extinguished the note payable attributable to the cancellation of common stock as further described below. The fair value of the 3,352,066 shares issued was $663,039, resulting in a loss on debt extinguishment of $134,428.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 9: STOCKHOLDERS’ EQUITY (continued)

Cancellation of Common Stock

During the nine months ended March 31, 2021, the Company’s Chief Executive Officer cancelled 3,352,066 of his shares of the Company’s common stock to partially offset the number of shares of the Company’s common stock issued by the conversion of $472,593 of convertible notes, including fees and interest, into 19,683,832 shares of the Company’s common stock by accredited investors. The fair value of the cancelled shares of common stock was $496,106.

Reserved Shares

At ~~December~~March 31, ~~2021,~~2022, the convertible promissory notes entered into with the accredited investors require the Company to reserve approximately ~~82,000,000~~74,000,000 shares of its common stock for potential future conversions under such instruments.

At ~~December~~March 31, ~~2021,~~2022, 7,202 shares of the Company’s common stock remain subject to be returned to the Company’s treasury for cancellation. Such shares were not sold as part of 8,000 shares of the Company’s common stock that was advanced during fiscal year 2014 under an Equity Line of Credit.

Common Stock Warrants

Exchange Agreement – Warrants Exchanged for Common Stock

Refer to the Exchange Agreement, Cancelled Warrants, Transition Agreement and Warrant Agreement discussed in the aforementioned Stock Based Compensation – Common Stock Grants section of Note 9.

Warrant Agreements – Convertible Promissory Note Warrants

Pursuant to a Securities Purchase Agreement between the Company and two accredited investors dated as of April 30, 2021, the Company sold to the Investors and the Investors acquired an aggregate of 14,908,077 warrants to acquire shares of the Company’s common stock. The warrants expire four years after issuance and have an exercise price of $0.20 per share, subject to adjustment hereunder. The warrants can also be exercised under a cashless basis as outlined within the Warrant Agreement. The Company attributed an aggregate fair value of $1,879,204 to the warrants, based upon an average value of $0.35 per warrant.

As discussed in Note 7, the Evergreen Agreement, the Company sold to the Investor and the Investor acquired an aggregate of 11,730,000warrants to acquire shares of the Company’s common stock. The warrants expire four years after issuance and have an exercise price of $0.20per share, subject to adjustment hereunder. The warrants can also be exercised under a cashless basis as outlined within the Warrant Agreement. The Company attributed an aggregate fair value of $1,293,541to the warrants, based upon an average value of $0.27per warrant.

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 9: STOCKHOLDERS’ EQUITY (continued)

Fair Value of Warrants

The Company estimates the fair value of each option award on the date of grant using a black-scholes option valuation model that uses the assumptions noted in the table below. Because black-scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and applicable employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following range of assumptions were utilized during the ~~six~~nine months ended ~~December~~March 31, ~~2021:~~2022:

SCHEDULE OF ASSUMPTIONS USED

Expected volatility	618.01	%
Weighted-average volatility	618.01	%
Expected dividends	0	%
Expected term (in years)	4.0
Risk-free rate	0.68	%

The following table sets forth common stock purchase warrants outstanding at ~~December~~March 31, ~~2021:~~2022:

SCHEDULE OF COMMON STOCK PURCHASE WARRANTS, OPTIONS OUTSTANDING

	Warrants		Weighted Average Exercise Price		Intrinsic Value		Warrants		Weighted Average Exercise Price		Intrinsic Value
Outstanding, June 30, 2021		25,718,971	$	0.20	$	-		25,718,971	$	0.20	$	-
Warrants issued		919,106		0.20		-		919,106		0.20		-
Warrants forfeited		-		-		-		-		-		-
Outstanding, December 31, 2021		26,638,077	$	0.20	$	-
Outstanding, March 31, 2022								26,638,077	$	0.20	$	-

Common stock issuable upon exercise of warrants		26,638,077	$	0.20	$	-		26,638,077	$	0.20	$	-

SCHEDULE OF WARRANTS, OPTIONS OUTSTANDING AND EXERCISABLE BY EXERCISE PRICE RANGE

		Common Stock Issuable Upon Exercise of Warrants Outstanding						Common Stock Issuable Upon Warrants Exercisable					Common Stock Issuable Upon Exercise of Warrants Outstanding						Common Stock Issuable Upon Warrants Exercisable
Range of Exercise Prices	Range of Exercise Prices	Number Outstanding at December 31, 2021		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at December 31, 2021		Weighted Average Exercise Price		Range of Exercise Prices	Number Outstanding at March 31, 2022		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at March 31, 2022		Weighted Average Exercise Price
$	0.20		26,638,077		3.34	$	0.20		26,638,077	$	0.20	0.20		26,638,077		3.09	$	0.20		26,638,077	$	0.20
			26,638,077		3.34	$	0.20		26,638,077	$	0.20			26,638,077		3.09	$	0.20		26,638,077	$	0.20

mPHASE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 9: STOCKHOLDERS’ EQUITY (continued)

Fair Value of Stock Options

SCHEDULE OF ASSUMPTIONS USED

Expected volatility	257.11	%
Weighted-average volatility	257.11	%
Expected dividends	0	%
Expected term (in years)	3.0
Risk-free rate	0.17	%

The following table sets forth common stock purchase options outstanding at March 31, 2022:

SCHEDULE OF COMMON STOCK PURCHASE WARRANTS, OPTIONS OUTSTANDING

Options Weighted
Average
Exercise Price Intrinsic Value
Outstanding, June 30, 2021 - $ - $ -
Options issued 800,000 0.1994 -
Options forfeited - - -
Outstanding, March 31, 2022 800,000 $ 0.1994 $ -

Common stock issuable upon exercise of options 800,000 $ 0.1994 $ -
SCHEDULE OF WARRANTS, OPTIONS OUTSTANDING AND EXERCISABLE BY EXERCISE PRICE RANGE
Common Stock Issuable Upon Exercise of Options Outstanding Common Stock Issuable Upon Options Exercisable
Range of
Exercise Prices
Number Outstanding at March 31, 2022
Weighted Average Remaining Contractual
Life (Years)

Weighted Average
Exercise Price
Number Exercisable at March 31, 2022 Weighted Average Exercise Price
$ 0.1994 800,000 2.8 $ 0.1994 800,000 $ 0.1994
800,000 2.8 $ 0.1994 800,000 $ 0.1994
28
mPHASE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2022 AND 2021
(UNAUDITED)

NOTE 10: RELATED PARTY TRANSACTIONS

Microphase Corporation

At ~~December~~March 31, ~~2021,~~2022, the Company owed $32,545 to Microphase for previously leased office space at its Norwalk location and for certain research and development services and shared administrative personnel from time to time, all through December 31, 2015.

Transactions With Officers

Note Payable Issuances

At various points during past fiscal years certain officers and former officers of the Company provided bridge loans to the Company evidenced by individual promissory notes and deferred compensation to provide working capital to the Company. During the ~~six~~nine months ended ~~December~~March 31, 2022, the Company’s Chief Financial Officer loaned the Company an aggregate of $450,000 pursuant to a demand promissory note agreement dated March 18, 2022. During the nine months ended March 31, 2022, $962 has been charged for interest related to this promissory note.
During the nine months ended March 31, 2021, the Company’s Chief Executive Officer converted his deferred compensation from fiscal years 2019 and 2020, ~~there were~~ totaling $0381,566 ~~advances from any officers or former officers~~, and the fair value of his cancelled shares of the ~~Company.~~Company’s common stock of $496,106, into separate promissory notes. All of these notes accrue interest at the rate of 6% per annum, and are payable on demand. During the ~~six~~nine months ended ~~December~~March 31, 2021, ~~and 2020,~~ $~~22,883~~ ~~and $2,412~~27,080 has been charged for interest on loans from officers and former officers.

On October 22, 2020, the Company received a notice of event of default and demand letter (“Demand Letter”) from a former officer and promissory note holder (the “Note Holder”). The promissory note was issued on November 1, 2019, in the original principal amount of $40,739, accrued interest at a rate of 6% per annum, and matured on April 18, 2020. The Demand Letter stated an aggregate of $51,940 of principal and interest was immediately due. The promissory note does not have a convertible feature and is not convertible into shares of the Company’s common stock. Additionally, the promissory note does not contain any cross-default provisions with any other promissory notes issued by the Company. The Company expects to work with the Note Holder to negotiate a repayment structure whereby the Company can repay the Note Holder the balance due as quickly as possible based upon its available capital.

At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, these outstanding notes including accrued interest totaled $~~769,970~~699,499 and $747,086, respectively. At ~~December~~March 31, ~~2021,~~2022, these promissory notes are not convertible into shares of the Company’s common stock.

Common Stock Issuances

During the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the Company recorded $~~45,869~~81,982 of stock-based compensation expense related to a November 22, 2021 grant of 500,000 restricted shares of common stock to the Company’s Chief Financial Officer and a May 17, 2021 grant of 500,000 restricted shares of common stock to the Company’s Chief Operating Officer, both of which vests 25% on the 1 year, 2 year, 3 year, and 4 year anniversaries of the grant dates.

29
mPHASE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2022 AND 2021
(UNAUDITED)
NOTE 10: RELATED PARTY TRANSACTIONS (continued)
Employment Agreements
On January 19, 2022, the Company, pursuant to the approval of the Board, entered into an amended and restated employment agreement with Anshu Bhatnagar, Chief Executive Officer of the Company, modifying the terms of the Employment Agreement entered into between the Company and Mr. Bhatnagar dated January 11, 2019 (collectively, the “Bhatnagar Amended Employment Agreement”). The Bhatnagar Amended Employment Agreement, which becomes effective retroactively as of January 1, 2022 (the “Effective Date”) provides for an increase to Mr. Bhatnagar’s annual cash base salary to $600,000. Further, Mr. Bhatnagar is eligible to receive additional increases to base salary, to be determined in the sole discretion of the Company’s Board, which allow for an increase in base salary as follows: base salary shall increase to $700,000 on the first anniversary of the effective date of the Amended Employment Agreement; and base salary shall increase to $800,000 on the second anniversary of the effective date of the Amended Employment Agreement. Additionally, the Amended Employment Agreement provides that Mr. Bhatnagar shall also be entitled to receive stock-based compensation in the form of shares of common stock of the Company, and an annual cash bonus of up to 100% of base salary, which shall be determined by the Board. The Term of the Bhatnagar Amended Employment Agreement shall expire on December 31, 2032. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Bhatnagar Amended Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Bhatnagar Amended Employment Agreement, a copy of which is incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on January 25, 2022.
On January 19, 2022, the Company, pursuant to the approval of the Board, entered into an amended and restated employment agreement with Angelia Lansinger Hrytsyshyn, Chief Financial Officer of the Company, modifying the terms of the Employment Agreement entered into between the Company and Ms. Hrytsyshyn dated November 16, 2021 (collectively, the “Hrytsyshyn Amended Employment Agreement”). The Hrytsyshyn Amended Employment Agreement, which becomes effective January 21, 2022, provides for an increase to Ms. Hrytsyshyn’s annual cash base salary to $250,000. Further, Ms. Hrytsyshyn is eligible to receive an annual performance-based cash bonus equal to 50% of base salary. The Term of the Hrytsyshyn Amended Employment Agreement shall be “at will” and can be terminated by the Company or Ms. Hrytsyshyn at any time for any reason provided that Ms. Hrytsyshyn may not voluntarily terminate the agreement without thirty (30) days prior written notice delivered to the Company. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Hrytsyshyn Amended Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Hrytsyshyn Amended Employment Agreement, a copy of which is incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on January 25, 2022.
Office Lease

Effective February 8, 2021, the Company relocated its corporate office to Gaithersburg, MD, and incurred rent expense of $1,350 per month through March 31, 2021, which was payable to a related party. The current lease payment is $1,600 per month and the lease term is a month-to-month arrangement. For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, $24,389 and $~~8,100~~12,150, respectively, was recognized as rent expense. At ~~December~~March 31, ~~2021~~2022 and June 30, 2021, $35,971 was accrued as payable to the related party.

2830

mPHASE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2021~~2022 AND ~~2020~~2021
(UNAUDITED)

NOTE 11: COMMITMENTS AND CONTINGENCIES

Commitments

Office Lease
Refer to Note 10: Related Party Transactions, Office Lease.
Officer Employment Agreements
Refer to Note 10: Related Party Transactions, Employment Agreements.

Contracts and Commitments Executed Pursuant to the Transition Agreement

In the transaction whereby, Mr. Bhatnagar acquired control of the Company on January 11, 2019, the Company entered into material commitments including an employment agreement and a warrant agreement (see Note 9).
AR Factoring Agreement
Effective January 3, 2022, the Company entered into a non-recourse Future Receivables Agreement (“Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold, assigned, and transferred to Investor all of the Company’s future accounts, contract rights, and other entitlements arising from or relating to the payment of monies from the Company’s customers’ including all payments made in the ordinary course of business, for the payments due to the Company as a result of the Company’s sale of goods or services. The Agreement provides for the purchase of $4,050,000 of purchased receipts by the Investor with net proceeds of $2,910,000 to the Company. The weekly repayment term began during January 2022 and concludes during July 2022, at which time the Agreement will be fully satisfied.

NOTE 12: DISCONTINUED OPERATIONS

The Company has classified the operating results and associated assets and liabilities from its Jump line of products, which ceased generating material revenue during the first quarter of fiscal year 2017, as discontinued operations in the unaudited consolidated financial statements for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020.~~2021.

The assets and liabilities associated with discontinued operations included in our consolidated balance sheets at ~~December~~March 31, ~~2021~~2022 and June 30, 2021 were only accounts payable with a balance of $82,795 for both periods.

For the three and ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, there were 0 revenue or expenses associated with discontinued operations included in our unaudited consolidated statements of operations.

NOTE 13: SUBSEQUENT EVENTS

~~Subsequent to December 31, 2021, the Company,~~On April 18, 2022, mPhase Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which a Promissory Note (the “Note”) was made to GS Capital in the ~~approval~~aggregate principal amount of ~~its Board~~$280,000, convertible into shares of ~~Directors (the “Board”), entered into an amended and restated employment agreement with Anshu Bhatnagar, Chief Executive Officer~~common stock of the Company. The Note was purchased for $250,000, reflecting an original issuance discount of $30,000. The Company ~~modifying~~further issued GS Capital a total of 325,000 commitment shares as additional consideration for the ~~terms~~purchase of the ~~Employment Agreement entered into between~~Note. Principal and Interest payments shall be made in seven installments of $44,000 each beginning on the ~~Company~~five-month anniversary following the issue date and ~~Mr. Bhatnagar dated January 11, 2019 (collectively,~~continuing thereafter each thirty (30) days for seven months. GS Capital shall have the ~~“Bhatnagar Amended Employment Agreement”). The Bhatnagar Amended Employment Agreement became effective retroactively as~~right at any time following an Event of ~~January 1, 2022~~Default which has not been cured within 30 calendar days of the occurrence of such default, to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note at a conversion price shall ~~expire on December 31, 2032.~~be equal to 70% of the lowest closing price of the Company’s common stock for the 20 trading days immediately preceding the delivery of a notice of conversion resulting from such default.

~~Subsequent to December 31, 2021,~~On April 29, 2022, Angelia Lansinger Hrytsyshyn resigned as the ~~Company, pursuant to~~Company’s Chief Financial Officer, effective immediately.
On May 6, 2022, the ~~approval of the Board,~~Company entered into an Amended and Restated Software Product License Agreement (the “Agreement”) with ETI, LLC (“ETI”), which amended, modified, and ~~restated employment agreement~~clarified certain terms and conditions set forth in the current Software Product License Agreement. Pursuant to the Agreement, ETI shall continue to pay the Company a monthly fee of $2,500,000 and the Company will invoice ETI on a monthly basis for all license and services fees and related expenses, with ~~Angelia Lansinger Hrytsyshyn, Chief Financial Officer~~amounts invoiced payable within 90 days. The software service provided by the Company to ETI is a limited, revocable, non-exclusive, non-transferable, and royalty-free license. ETI shall have the right to access and use the Company’s software, solely as provided in the Agreement, for valid business purposes only and as part of the ~~Company, modifying~~products and services provided by the ~~terms~~business. The Agreement has a term of three years, and either party may terminate the ~~Employment~~ Agreement entered into between the Company and Ms. Hrytsyshyn dated November 16, 2021 (collectively, the “Hrytsyshyn Amended Employment Agreement”). The Hrytsyshyn Amended Employment Agreement became effective January 21, 2022.at any time upon delivery of 30 calendar days’ advance written notice.

~~Subsequent to December 31, 2021, the Company’s Board appointed James F. Engler, Jr. as~~The above description contains only a ~~member~~brief description of the ~~Board to serve as a non-executive director~~material terms of the ~~Company.~~Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text.

Subsequent to December 31, 2021, the Company’s Board ratified and approved the establishment of the Audit Committee, Compensation Committee, and Nominating and Governance Committee as committees of the Board, the adoption of the charters for such committees and the appointment of the Company’s directors to such committees.
Subsequent to December 31, 2021, the Company entered into a non-recourse Future Receivables Agreement (“Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold, assigned, and transferred to Investor all of the Company’s future accounts, contract rights, and other entitlements arising from or relating to the payment of monies from the Company’s customers’ including all payments made in the ordinary course of business, for the payments due to the CompanyOn May 24, 2022, as a result of the Company’s ~~sale~~failure to timely file its Form 10-Q, the Company was in default with respect to certain of ~~goods or services.~~its convertible promissory notes. The ~~Agreement provides for the purchase~~Company has not received any notification of $~~4,050,000~~default from any of ~~purchased receipts by the Investor with net proceeds of $2,910,000~~ ~~to the Company.~~ ~~The weekly repayment term began during January 2022 and concludes during July 2022, at which time the Agreement will be fully satisfied.~~its outstanding convertible promissory notes.

~~Subsequent to December 31, 2021, the Company’s Board approved the issuance of~~ ~~3,352,066~~ ~~shares of the Company’s common stock to Anshu Bhatnagar, Chief Executive Officer of the Company, to satisfy a note payable due to Mr. Bhatnagar in the aggregate amount of $528,607~~.
~~Subsequent to December 31, 2021, Evergreen agreed to not convert shares for a period of time. Refer to Note 7 for details.~~
~~Subsequent to December 31, 2021, the Company filed for a name change with the Financial Industry Regulatory Authority (“FINRA”) to mPower Technologies, Inc.~~
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q and other reports filed by mPhase Technologies, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

The following discussion should be read in conjunction with the attached unaudited consolidated financial statements and notes thereto, and our audited consolidated financial statements and related notes for our fiscal year ended June 30, 2021 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 13, 2021.

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Overview

mPhase Technologies, Inc., was incorporated in the state of New Jersey in 1979 under the name Tecma Laboratory, Inc. and has subsequently operated under Tecma Laboratories, Inc., and Lightpaths TP Technologies, Inc., until June 2, 1997 when the Company changed its name to mPhase Technologies, Inc.

Since January 11, 2019, when the Company underwent a complete change in management and control, the new management has continued to broaden the Company’s product mix to include artificial intelligence and machine learning products.

On February 15, 2019, the Company acquired Travel Buddhi, a software platform to enhance travel via ultra-customization tools that tailor a planned trip experience in ways not previously available.

On June 30, 2019, the Company acquired 99% of the outstanding common shares of Alpha Predictions LLP (“Alpha Predictions”). Alpha Predictions is an India-based technology company that has developed a suite of commercial data analysis products for use across multiple industries. This acquisition has been integrated into the Company’s international operations and as expected, has driven revenue growth and innovation.

On August 27, 2019, the Company’s Board of Directors approved the filing of an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the authorized shares of common stock from 25 million shares to 100 million shares pursuant to Section 14A:7-2(4) of the Business Corporation Law of the State of New Jersey. The Amendment was filed with the State of New Jersey on September 4, 2019.

On May 11, 2020, the Company acquired CloseComms, a patented, software application platform that can be integrated into a retail customer’s existing Wi-Fi infrastructure, giving the retailer important customer data and enabling AI-enhanced, targeted promotions to drive store traffic and sales.

On June 10, 2020, the Company’s Board of Directors approved the filing of an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to increase the authorized shares of common stock from 100 million shares to 250 million shares pursuant to Section 14A:7-2(4) of the Business Corporation Law of the State of New Jersey. The Amendment was filed with the State of New Jersey on July 14, 2020.

On July 15, 2020, the Company entered into an exchange agreement (the “Exchange Agreement”) with its Chief Executive Officer (“Holder”), whereby earned and issued warrants to purchase 37,390,452 shares of the Company’s Common Stock (the “Cancelled Warrants”) pursuant to the terms of that certain Transition Agreement (the “Transition Agreement”) and Warrant Agreement (the “Warrant Agreement”) each between the Company and Holder and dated as of January 11, 2019 were forfeited and exchanged for (i) 37,390,452 shares of the Company’s Common Stock (the “Shares”) and (ii) the cancellation and termination of the Transition Agreement and Warrant Agreement. The Cancelled Warrants had an exercise price of $0.50 per share and were not subject to expiration. Such Exchange Agreement is intended to make the Company’s capitalization more attractive to potential investors and to remove the uncertainty associated with any future grants of warrants under the Transition Agreement and Warrant Agreement, although there can be no assurance of any future investments on terms that are attractive to the Company, or at all. Immediately prior to the Company’s entry into the Exchange Agreement, it was determined that 5,650,708 additional warrants (the “Additional Warrants”) to purchase the Company’s Common Stock were due to and issued to the Holder in accordance with the terms and conditions of the Transition Agreement as the Transition Agreement required certain liabilities to be eliminated by the prior management team within six months of the Transition Agreement’s effective date of January 11, 2019. However, the Additional Warrants were immediately cancelled and terminated with the intention of mitigating potential liabilities arising from certain issuances of the Company’s Common Stock below the minimum price of $0.50 per share as stated within the Transition Agreement.

On August 3, 2020, the Company’s Board of Directors approved the filing of an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to increase the authorized shares of common stock from 250 million shares to 500 million shares pursuant to Section 14A:7-2(4) of the Business Corporation Law of the State of New Jersey. The Amendment was filed with the State of New Jersey on August 4, 2020.

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During 2021, the Company announced that it would be adding EV charging to its consumer engagement platform as part of a major strategic initiative to monetize additional points of contact during consumer travel and travel planning. During the course of 2021, the Company actively planning pilot programs in EV charging, as part of a larger strategy to build an AI-driven consumer ecosystem. By late-2021, the Company transitioned into a “green” consumer company, serving as an important bridge between consumers, retailers, and service providers.

On May 17, 2021, the Company’s Board of Directors appointed Venkat Kodumudi as the Company’s Chief Operating Officer (the “Appointment”). In connection with the Appointment, Mr. Kodumudi entered into an Employment Agreement (the “Employment Agreement”) with the Company. The Employment Agreement is for an indefinite term and may be terminated with or without cause. Mr. Kodumudi will receive an annual base salary of $200,000 (the “Base Salary”) and shall be eligible to earn a performance bonus in the target amount of up to 50% of the Base Salary, if any, upon the attainment of performance goals established by the Chief Executive Officer of the Company. The Base Salary shall increase to $225,000, the first payroll subsequent to the Company completing an uplist to a listed exchange. In connection with his Appointment, Mr. Kodumudi was granted 500,000 restricted stock units of the Company’s common stock (the “RSUs”). The RSUs shall vest in accordance with the following: (i) 125,000 of the RSUs shall vest on the one year anniversary of the Effective Date; (ii) 125,000 RSUs shall vest on the second year anniversary of the Effective Date; (iii) 125,000 RSUs shall vest on the third year anniversary of the Effective Date; and (iv) 125,000 RSUs shall vest on the fourth year anniversary of the Effective Date. As a full-time employee of the Company, Mr. Kodumudi will be eligible to participate in all of the Company’s benefit programs. Upon termination of Mr. Kodumudi without cause and provided that Mr. Kodumudi has been employed by the Company for a minimum of twelve (12) months but less than twenty-four (24) months, the Company shall pay or provide to Mr. Kodumudi severance pay equal to his then current monthly base salary for six months from the date of termination, during which time Mr. Kodumudi shall continue to receive all employee benefits and employee benefit plans as described in the Employment Agreement. Upon termination of Mr. Kodumudi without cause and provided that Mr. Kodumudi has been employed by the Company for a minimum of twenty-four (24) months, the Company shall pay or provide to Mr. Kodumudi severance pay equal to his then current monthly base salary for twelve months from the date of termination.

On August 27, 2021, the Board of Directors (the “Board”) of the Company appointed Suhas Subramanyam, Chester White, and Thomas Fore as members of the Board (such appointments, collectively, the “Appointments”). The terms of the Appointments commenced on August 27, 2021 and are in effect for a period of approximately one year, until the time of the Company’s next Annual Meeting of Stockholders. In connection with the Appointments, on August 27, 2021, the Company entered into director agreements with Mr. Subramanyam, Mr. White and Mr. Fore (such director agreements, collectively, the “Director Agreements”). Pursuant to the Director Agreements, the Company will compensate each such director a fee of $20,000 annually, which is to be paid in quarterly installments of $5,000. Such quarterly fee will be increased by $1,250 for each such director who serves as a member of either the Audit, Compensation, or Nominating Committee. In lieu of cash consideration, the annual fee will be paid by issuance of the number of restricted shares of the Company’s common stock equivalent to the applicable cash amount due as determined based upon the closing price on the last trading day of such quarter. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Director Agreements, and such descriptions is qualified in its entirety by reference to the full text of the Director Agreements, a copy of which is incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on September 2, 2021.

On November 18, 2021, the Board appointed Angelia Lansinger Hrytsyshyn as Chief Financial Officer, with such appointment to be effective on November 22, 2021, and approved an employment agreement with Ms. Hrytsyshyn (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company will compensate Ms. Hrytsyshyn in the amount of $225,000 annually. Ms. Hrytsyshyn will be eligible for an annual performance-based cash bonus. Ms. Hrytsyshyn shall also receive a restricted stock award of 500,000 shares of the Company’s common stock which will vest on each of the first, second, third and fourth anniversaries of the Employment Agreement, so long as Ms. Hrytsyshyn remains employed by the Company. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed with the SEC on November 22, 2021.

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On January 5, 2022, the Company filed for a name change with the Financial Industry Regulatory Authority (“FINRA”) to mPower Technologies, Inc.

On January 19, 2022, the Company, pursuant to the approval of the Board, entered into an amended and restated employment agreement with Anshu Bhatnagar, Chief Executive Officer of the Company, modifying the terms of the Employment Agreement entered into between the Company and Mr. Bhatnagar dated January 11, 2019 (collectively, the “Bhatnagar Amended Employment Agreement”). The Bhatnagar Amended Employment Agreement, which becomes effective retroactively as of January 1, 2022 (the “Effective Date”) provides for an increase to Mr. Bhatnagar’s annual cash base salary to $600,000. Further, Mr. Bhatnagar is eligible to receive additional increases to base salary, to be determined in the sole discretion of the Company’s Board, which allow for an increase in base salary as follows: base salary shall increase to $700,000 on the first anniversary of the effective date of the Amended Employment Agreement; and base salary shall increase to $800,000 on the second anniversary of the effective date of the Amended Employment Agreement. Additionally, the Amended Employment Agreement provides that Mr. Bhatnagar shall also be entitled to receive stock-based compensation in the form of shares of common stock of the Company, and an annual cash bonus of up to 100% of base salary, which shall be determined by the Board. The Term of the Bhatnagar Amended Employment Agreement shall expire on December 31, 2032. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Bhatnagar Amended Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Bhatnagar Amended Employment Agreement, a copy of which is incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on January 25, 2022.

On January 19, 2022, the Company, pursuant to the approval of the Board, entered into an amended and restated employment agreement with Angelia Lansinger Hrytsyshyn, Chief Financial Officer of the Company, modifying the terms of the Employment Agreement entered into between the Company and Ms. Hrytsyshyn dated November 16, 2021 (collectively, the “Hrytsyshyn Amended Employment Agreement”). The Hrytsyshyn Amended Employment Agreement, which becomes effective January 21, 2022, provides for an increase to Ms. Hrytsyshyn’s annual cash base salary to $250,000. Further, Ms. Hrytsyshyn is eligible to receive an annual performance-based cash bonus equal to 50% of base salary. The Term of the Hrytsyshyn Amended Employment Agreement shall be “at will” and can be terminated by the Company or Ms. Hrytsyshyn at any time for any reason provided that Ms. Hrytsyshyn may not voluntarily terminate the agreement without thirty (30) days prior written notice delivered to the Company. This paragraph contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Hrytsyshyn Amended Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Hrytsyshyn Amended Employment Agreement, a copy of which is incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on January 25, 2022.

On January 19, 2022, the Board appointed James F. Engler, Jr. as a member of the Board (the “Appointment”). Mr. Engler will serve as a non-executive director of the Company. In connection with the Appointment, the Company and Mr. Engler entered into a director agreement (the “Director Agreement”) whereby, as compensation for his services as a member of the Board, Mr. Engler shall receive 200,000 shares of the Company’s common stock options, par value $0.01 per share (the “Director Options”) and will vest monthly over three years that Mr. Engler serves as Director. Additionally, Mr. Engler shall be paid an annual fee of $50,000, to be paid $12,500 per quarter, as compensation for his services as a Director of the Company. It was further agreed that until the Company has raised $10 million, or within the first six months, whichever comes first, the Company will pay the annual compensation through the issuance of restricted shares of Company’s common stock in lieu of cash consideration. So long as Mr. Engler serves as a member of any committee of the Board, the amount of quarterly fee shall be increased by $1,250. Additionally, pursuant to the approval of the Board, each independent director’s existing director agreement will be amended such that each independent director will receive compensation on the same terms as set forth in the Director Agreement.

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On January 20, 2022, the Company’s Board ratified and approved the establishment of the Audit Committee, Compensation Committee, and Nominating and Governance Committee as committees of the Board, the adoption of the charters for such committees and the appointment of the Company’s directors to such committees. The Board appointed Chester White, Thomas Fore, and James Engler to serve on the Audit Committee of the Board of Directors of the Company, with Mr. Engler serving as the Chair of the Audit Committee. The Board appointed Mr. Fore, Mr. Engler and Mr. Subramanyam to serve on the Compensation Committee of the Board of Directors of the Company, with Mr. Fore serving as the Chair of the Compensation Committee. The Board appointed Mr. Subramanyam, Mr. Engler and Mr. Fore to serve on the Nominating and Corporate Governance Committee of the Board of Directors of the Company, with Mr. Subramanyam serving as the Chair of the Nominating and Corporate Governance Committee.

On March 8, 2022, the Company held a special meeting of stockholders (the “Special Meeting”). As of the close of business on February 14, 2022, the record date for the Special Meeting (the “Record Date”), 85,008,099 shares of the Company’s common stock and 1,000 shares of Series A Preferred Stock were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of (i) 47,530,104 shares of common stock, equivalent to approximately 55.9% of such class; (ii) 1,000 shares of Series A Preferred Stock, representing 100% of such class; and (iii) 96,995,953 votes, comprised of shares of the Company’s Common Stock and Series A Preferred Stock, calculated together as a single class and on an as-converted basis, equivalent to approximately 55.9% of the outstanding votes, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting.
On March 14, 2022, the Company received from Anshu Bhatnagar, the Company’s Chief Executive Officer (the “Lender”), a loan in the principal amount of $450,000, made pursuant to a Demand Promissory Note (the “Note”) made in favor of Mr. Bhatnagar. Pursuant to the Note, the Company is obligated to pay on demand principal and interest, with interest on the unpaid principal balance at the rate of 6% per annum, and a default interest rate of 18% per annum applicable for amounts unpaid and owing more than 30 days following notice for demand of repayment. In the event of a underwritten offering by the Company pursuant to which the Company receives aggregate gross proceeds of at least $5,000,000 in consideration of the purchase of its common stock and (b) the common stock of the Company becomes listed on senior securities exchange, upon the option of the Lender, the amounts owed pursuant to the Note will be converted into shares of the Company’s common stock at the price per share equal to the price per share at which the Company’s common stock is sold in such offering.
On April 18, 2022, the Company entered into a Securities Purchase Agreement (“Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which a Promissory Note (the “Note”) was made to GS Capital in the aggregate principal amount of $280,000, convertible into shares of common stock of the Company. The Note was purchased for $250,000, reflecting an original issuance discount of $30,000. The Company further issued GS Capital a total of 325,000 commitment shares as additional consideration for the purchase of the Note. Principal and Interest payments shall be made in seven installments of $44,000 each beginning on the five-month anniversary following the issue date and continuing thereafter each thirty (30) days for seven months. GS Capital shall have the right at any time following an Event of Default which has not been cured within 30 calendar days of the occurrence of such default, to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note at a conversion price shall be equal to 70% of the lowest closing price of the Company’s common stock for the 20 trading days immediately preceding the delivery of a notice of conversion resulting from such default.
On April 29, 2022, Angelia Lansinger Hrytsyshyn informed the Board of Directors of the Company of her resignation as the Company’s Chief Financial Officer, effective immediately.
The Company can best be described as a technology company focused on consumer engagement using data analytics and artificial intelligence to create a monetizable link between consumers and retailers at opportunistic times and places. The Company is currently building a connected ecosystem of EV charging and software solutions that optimize consumer engagement within the framework of a SaaS/TaaS model. Branded under the mPower name, this ecosystem will empower the way people shop, dine, fuel and interact with the world to create a richer life experience. The mPower ecosystem is tailored to each individual’s tastes and needs, with particular emphasis on empowering tomorrow’s green consumer. The Company has data driven business units generating recurring revenue outside of its consumer ecosystem, in addition to legacy nanobattery technology and a related patent portfolio that are slated for future development. The Company plans to expand into other markets, both in the United States and globally, where it believes its technology and services will provide a distinct competitive advantage over its competition.
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Concurrently, the Company continues to pursue strategic alternatives to best monetize its patent portfolio, including partnering to exploit opportunities for its drug delivery system. The Company continues seeking to obtain government funding available under the Departments of Defense and Homeland Security including The Department of Defense Ordnance Technology Consortium (“DOTC”), Small Business Innovative Research (“SBIR”), Cooperative Research and Development Agreements (“CRADA”) and similar programs for targeted applications for its smart nano-battery applications.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon its unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these unaudited consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, potential impairment of intangible assets, accrued liabilities and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in Note 3 above and the Company’s Annual Report on Form 10-K as filed with the SEC on October 13, 2021, are those that depend most heavily on these judgments and estimates. As of ~~December~~March 31, ~~2021,~~2022, there had been no material changes to any of the critical accounting policies contained therein.

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Results of Operations

Three months ended ~~December~~March 31, ~~2021~~2022 compared to three months ended ~~December~~March 31, ~~2020~~2021

Continuing Operations

Revenue

Our revenue increased to ~~$8,339,877~~$8,500,469 for the three months ended ~~December~~March 31, ~~2021,~~2022, compared to ~~$7,636,436~~$7,659,348 for the three months ended ~~December~~March 31, ~~2020,~~2021, an increase of ~~$703,441,~~$841,121, or ~~9.2%~~11.0%. The increase is the result of continued deployment and growth of our SaaS technology platforms and services through our channel partner, which generated $6,405,000 of subscription revenue, ~~$1,005,157~~$1,081,509 of service and support revenue and ~~$900,670~~$869,260 of application development and implementation revenue. The increase was also driven by the launch of our consumer engagement services which generated ~~$29,050~~$144,700 of subscription revenue.

Cost of Revenue

Cost of revenue ~~remained unchanged at $5,625,000~~increased to $5,736,320 for the three months ended ~~December~~March 31, ~~2021,~~2022, compared to $5,626,081 for the three months ended ~~December~~March 31, ~~2020.~~
2021, an increase of $110,239, or 2.0%.

Operating Expenses

Our operating expenses increased to ~~$1,527,258~~$1,534,412 for the three months ended ~~December~~March 31, ~~2021,~~2022, compared to ~~$692,528~~$855,157 for the three months ended ~~December~~March 31, ~~2020,~~2021, an increase of ~~$834,730,~~$679,255, or ~~121%~~79%. The increase is primarily due to ~~$547,621~~$1,281,817 of operating expenses related to supporting the addition of EV charging to the Company’s consumer engagement platform as part of a major strategic initiative to monetize additional points of contact during consumer travel and travel planning, ~~coupled with $314,664 of software development costs. The increase was~~ partially offset by a reduction of ~~$27,555 of salaries and benefits expenses related to~~$602,562 in software development costs incurred during the ~~reduction of non-U.S. based team members, partially offset by an increase of U.S. based team members.~~prior year that did not recur during the current year.
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Other (Expense) Income

Our other expense, net, increased by ~~$973,491,~~$1,403,652, or ~~310%~~167%, for the three months ended ~~December~~, March 31, ~~2021.~~2022. The increase is primarily the result of increases in amortization of debt discounts, deferred financings costs, and original issue discounts of ~~$864,803,~~$518,585, and a loss on ~~debt extinguishments and settlements~~AR factoring agreement of ~~$166,625, and interest expense of $50,251, partially offset by~~$1,040,000, coupled with a prior year ~~loss~~gain on change in fair value of derivative liability of ~~$108,188.~~$2,347,504, partially offset by prior year initial derivative liability expense of $1,874,840, a decrease in interest expense of $331,477, and a decrease in loss on debt extinguishments and settlements of $296,120.

Net (Loss) Income from Continuing Operations

We incurred a net loss of ~~$99,558~~$1,016,740 for the three months ended ~~December~~March 31, ~~2021,~~2022, compared to net income of ~~$1,005,212~~$335,285 for the three months ended ~~December~~March 31, ~~2020,~~2021, a decrease of ~~$1,104,770,~~$1,352,025, or ~~110%~~403%. The net loss is primarily driven by the increases in operating expenses and other expense, net, partially offset by the increase in gross profit, as disclosed above.

Discontinued Operations

For the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, there are no revenue, cost of revenue, operating expenses, other income (expense), or net income from discontinued operations.

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Results of Operations

~~Six~~Nine months ended ~~December~~March 31, ~~2021~~2022 compared to ~~six~~nine months ended ~~December~~March 31, ~~2020~~2021

Continuing Operations

Revenue

Our revenue increased to ~~$16,565,587~~$25,066,056 for the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, compared to ~~$15,223,300~~$22,882,648 for the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, an increase of ~~$1,342,287,~~$2,183,408, or ~~8.8%~~9.5%. The increase is the result of continued deployment and growth of our SaaS technology platforms and services through our channel partner, which generated ~~$12,810,000~~$19,215,000 of subscription revenue, ~~$1,961,087~~$3,042,596 of service and support revenue and ~~$1,765,450~~$2,634,710 of application development and implementation revenue. The increase was also driven by the launch of our consumer engagement services which generated ~~$29,050~~$173,750 of subscription revenue.

Cost of Revenue

Cost of revenue ~~totaled $11,250,033~~increased to $16,986,353 for the ~~six~~nine months ended ~~December~~March 31, 2022, compared to $16,876,480 for the nine months ended March 31, 2021, ~~compared to $11,250,399 for the six months ended December 31, 2020.~~an increase of $109,873, or 0.7%.

Operating Expenses

Our operating expenses increased to ~~$2,750,797~~$4,285,209 for the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, compared to ~~$1,458,374~~$2,313,531 for the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, an increase of ~~$1,292,423,~~$1,971,678, or ~~89%~~85%. The increase is primarily due to ~~$1,307,500~~$2,259,576 of operating expenses related to supporting the addition of EV charging to the Company’s consumer engagement platform as part of a major strategic initiative to monetize additional points of contact during consumer travel and travel planning, ~~coupled with $314,664 of software development costs. The increase was~~ partially offset by a reduction of $329,741 of salaries and benefits expenses related to the reduction of non-U.S. based team members and a reduction of employee stock-based compensation expense, partially offset by an increase of U.S. based team members.$287,898 in software development costs.
38

Other (Expense) Income

Our other expense, net, increased by ~~$1,581,733,~~$2,985,385, or ~~200%~~183%, for the ~~six~~nine months ended ~~December~~March 31, ~~2021.~~2022. The increase is primarily the result of increases in amortization of debt discounts, deferred financings costs, and original issue discounts of ~~$1,582,865,~~$2,101,450, and a loss on ~~debt extinguishments and settlements~~AR factoring agreement of ~~$146,467, and interest expense of $60,569,~~$1,040,000, coupled with a prior year gain on change in fair value of derivative liability of ~~$157,900, and~~$2,505,404, partially offset by prior year ~~loss on~~ initial derivative liability expense of ~~$366,068.~~$2,240,908, a decrease in interest expense of $270,908, and a decrease in loss on debt extinguishments and settlements of $149,653.

Net Income from Continuing Operations

We ~~generated~~incurred a net ~~income~~loss of ~~$194,203~~$822,537 for the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, compared to net income of ~~$1,725,706~~$2,060,991 for the ~~six~~nine months ended ~~December~~March 31, ~~2020,~~2021, a decrease of ~~$1,531,503,~~$2,883,528, or ~~89%~~140%. The net loss is primarily driven by the increases in operating expenses and other expense, net, partially offset by the increase in gross profit, as disclosed above.

Discontinued Operations

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, there are no revenue, cost of revenue, operating expenses, other income (expense), or net income from discontinued operations.

36
Liquidity and Capital Resources

At ~~December~~March 31, ~~2021,~~2022, we had ~~$545,871~~$32,724 of cash on-hand, a decrease of ~~$1,927,515~~$2,440,662 from $2,473,386 at June 30, 2021.

Net cash used in operating activities was ~~$1,791,748~~$1,712,322 for the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, an increase of ~~$1,463,700~~$2,448,099 from ~~$328,048 used~~$735,777 generated during the ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021. This increase was primarily due to a decline in net income during the current period as compared to the comparable prior year period, coupled with a decrease in accounts payable and accrued expenses due to increased cash payments in the current year as compared to higher non-cash tri-party offset agreements in the prior year, ~~with our largest vendor and customer, and an increase in other assets due to foreign local taxes,~~ partially offset by a net increase in non-cash charges and decreases in accounts receivable due to increased cash receipts in the current year as compared to higher non-cash tri-party offset agreements in the prior year with our largest vendor and ~~customer and prepaid expenses due to net utilization.~~customer.

Net cash used in investing activities was $2,357 for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 as compared to ~~$1,727~~$3,064 used in investing activities for the ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021. The ~~increase~~decrease was due to ~~an increase~~a decrease in capital expenditures.

Net cash used in financing activities ~~decreased~~increased by ~~$480,642~~$1,254,802 to ~~$148,042~~$756,002 for the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, compared to net cash provided by financing activities of ~~$332,600~~$498,800 for the ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021. This ~~decrease~~increase was primarily due to increased repayments of debt, coupled with decreased proceeds from issuances of ~~convertible~~ promissory ~~notes, coupled with increased repayments of debt.~~notes.

Going Concern

We generated a net loss of $822,537 and net income of ~~$194,203 and $1,725,706~~$2,060,991 for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. We used cash in operating activities of ~~$1,791,748~~$1,712,322 and ~~$328,048~~generated cash in operating activities of $735,777 for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. At ~~December~~March 31, ~~2021,~~2022, we had a working capital surplus of ~~$11,402,820,~~$11,396,572, and an accumulated deficit of ~~$225,867,206.~~$226,883,946. While these factors alone may raise doubt as to the Company’s ability to continue as a going concern, management believes the Company’s present and expected cash flows will enable it to meet its obligations for a period of twelve months from the date of this filing. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In the event managements’ plans do not materialize, in order to meet the Company’s working capital needs through the next twelve months and to fund the growth of its nanotechnology, artificial intelligence, and machine learning technologies, as well as our EV charging initiatives, we may consider plans to raise additional funds through the issuance of equity or debt. Although we intend to obtain additional financing to meet our cash needs, we may be unable to secure any additional financing on terms that are favorable or acceptable to us, if at all. Our ability to raise additional capital may also be impacted by the recent COVID-19 pandemic, which such ability is highly uncertain, cannot be predicted, and could have an adverse effect on our business and financial condition.
39

Impact of COVID-19 Pandemic

A novel strain of coronavirus, COVID-19, surfaced during December 2019 and has spread around the world, including to the United States. During March 2020, COVID-19 was declared a pandemic by the World Health Organization. During certain periods of the pandemic thus far, a number of U.S. states and various countries throughout the world had been under governmental orders requiring that all workers remain at home unless their work was critical, essential, or life-sustaining. As a result of these governmental orders, we temporarily closed our domestic and international offices and required all of our employees to work remotely. As economic activity has begun and continues recovering, the impact of the COVID-19 pandemic on our business has been more reflective of greater economic and marketplace dynamics. Furthermore, in light of variant strains of the virus that have emerged, the COVID-19 pandemic could once again impact our operations and the operations of our customers and vendors as a result of quarantines, illnesses, and travel restrictions.

The full impact of the COVID-19 pandemic on our financial condition and results of operations will depend on future developments, such as the ultimate duration and scope of the pandemic, its impact on our employees, customers, and vendors, in addition to how quickly normal economic conditions and operations resume and whether the pandemic impacts other risks disclosed in Item 1A “Risk Factors” within our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on October 13, 2021. Even after the pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred as a result of the pandemic. Therefore, we cannot reasonably estimate the impact at this time. We continue to actively monitor the pandemic and may determine to take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, vendors, and shareholders.

3740

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. We do not hold any derivative instruments and do not engage in any hedging activities.
ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~December~~March 31, ~~2021~~2022 to determine whether the Company’s disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of ~~December~~March 31, ~~2021.~~2022.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3841

PART II –- OTHER INFORMATION

Item 1. Legal Proceedings
On March 4, 2022, a shareholder derivative complaint was filed in the Circuit Court for Montgomery, Maryland by Martin Smiley, Karen Durando, Abraham Biderman, Eagle Strategic Advisers, LLC, Congregation Chazon Avrohom and Edward Suozzo against Mr. Bhatnagar and the Company, as nominal defendant. Mr. Bhatnagar and the Company dispute the allegations made in such complaint and are vigorously defending against such suit.

~~There~~In April 2021, a class action complaint for violation of federal securities laws was filed which names our Chief Executive Officer, Anshu Bhatnagar, our former Chief Financial Officer, Christopher Cutchens and Verus, as defendants. This class action complaint was filed on behalf of all persons and entities who purchased or otherwise acquired securities of Verus between June 17, 2019 and October 8, 2020. On November 9, 2021 this complaint was dismissed by the United States District Court for the District of Maryland.
Effective December 10, 2018, the Company entered into a “Judgment Settlement Agreement” to satisfy in full the Forbearance Agreement with Fife that was previously in effect. As a result, under the Judgment Settlement Agreement, no shares of the Company’s Common Stock are issuable or eligible to be converted into. Under the terms of the Judgment Settlement Agreement, the Company was required to pay $15,000 per month from January 15, 2019 through and including February 15, 2020, with a final payment of $195,000 which was due and payable in March of 2020. The Company made all required payments with the exception of the final payment of $195,000 which was due and payable in March of 2020. On August 17, 2020, the Company entered into a second amendment (the “Second Amendment”) to the Judgement Settlement Agreement, whereby the Company issued a convertible promissory note in the principal amount of $300,000 (the “Note”) to repay the amounts still outstanding under the Judgment Settlement Agreement. The Note matures on August 17, 2021, bears interest at a rate of 10% per annum, requires certain monthly minimum cash payments as specified in the Note, and is convertible into shares of the Company’s common stock, par value $0.01 per share, at a conversion price as specified in the Note. The Note may be prepaid by the Company at any time prior to maturity without penalty. The Company satisfied the initial cash payment as specified in the Note. On April 13, 2021, the Company entered into a third amendment (the “Third Amendment”) to the Judgement Settlement Agreement, whereby the Company issued a convertible promissory note in the principal amount of $300,000 (the “New Note”) to replace the Note and repay the amounts still outstanding under the Judgment Settlement Agreement. The Note matures on April 13, 2022, bears interest at a rate of 10% per annum, requires certain monthly minimum payments in cash or the Company’s Common Stock as specified in the New Note, and is convertible into shares of the Company’s Common Stock, par value $0.01 per share, at a conversion price as specified in the New Note. The New Note may be prepaid by the Company at any time prior to maturity without penalty. On April 16, 2021, the Company paid $235,000 to satisfy, pay in full, and extinguish the New Note and the Judgement Settlement Agreement, which resulted in a gain on debt settlement of $549,026 during the year ended June 30, 2021.
Other than disclosed above, there are no other actions, suits, proceedings, inquiries or ~~investigations~~investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on October 13, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K, except as set forth below:
● 1,250,000 shares of the Company’s common stock were issued on October 18, 2021 to an accredited investor for the partial conversion of a promissory note; and

● 1,250,000 shares of the Company’s common stock were issued on December 31, 2021 to an accredited investor for the partial conversion of a promissory note.
● 3,352,066 shares of the Company’s common stock were issued to the Company’s Chief Executive Officer which extinguished the note payable attributable to the cancellation of common stock as further described in Note 9: Stockholders’ Equity.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended ~~December~~March 31, ~~2021.~~2022.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information
As previously disclosed, the Company entered into a Software Product License Agreement with ETI, LLC (“ETI”), pursuant to which the Company would develop certain proprietary software comprised of a cloud-based learning management system, and provide ETI with use of the Company’s software as part of the products and services offered within the course of ETI’s business (the “Original Agreement”).
On May 6, 2022, to amend, modify and clarify certain terms and conditions set forth in the Original Agreement, restating and replacing the Original Agreement in its entirety, the Company and ETI entered into the Amended and Restated Software Product License Agreement (the “Agreement”). Pursuant to the Agreement, ETI shall continue to pay the Company a monthly fee of $2,500,000 and the Company will invoice ETI on a monthly basis for all license and services fees and related expenses, with amounts invoiced payable within 90 days. The software service provided by the Company to ETI is a limited, revocable, non-exclusive, non-transferable, and royalty-free license. ETI shall have the right to access and use the Company’s software, solely as provided in the Agreement, for valid business purposes only and as part of the products and services provided by the business. The Agreement has a term of three years, and either party may terminate the Agreement at any time upon delivery of 30 calendar days’ advance written notice.
The above description contains only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text.

~~None.~~
3942

Item 6. Exhibits.

Exhibit Number Description

3.01 Form of Audit Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.01, filed January 25, 2022)
3.02 Form of Compensation Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.02, filed January 25, 2022)
3.03 Form of Nominating and Corporation Governance Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.03, filed January 25, 2022)
10.1 Form of Director Agreements (Incorporated by reference to Form 8-K, Exhibit 10.1, filed September 2, 2021)
10.2 Form of Employment Agreement between the Company and Angelia Hrytsyshyn (Incorporated by reference to Form 10-Q, Exhibit 10.2, filed November 22, 2021)
10.3 Form of Amended and Restated Employment Agreement between the Company and Anshu Bhatnagar (Incorporated by reference to Form 8-K, Exhibit 10.3, filed January 25, 2022)
10.4 Form of Amended and Restated Employment Agreement between the Company and Angelia Hrytsyshyn (Incorporated by reference to Form 8-K, Exhibit 10.4, filed January 25, 2022)
10.5 Form of Director Agreement (Incorporated by reference to Form 8-K, Exhibit 10.5, filed January 25, 2022)
10.6 Form of Demand Promissory Note (Incorporated by reference to Form 8-K, Exhibit 4.01, filed March 18, 2022)
10.7 Form of Securities Purchase Agreement (Incorporated by reference to Form 8-K, Exhibit 4.1, filed April 22, 2022)
10.8 Form of Securities Promissory Note (Incorporated by reference to Form 8-K, Exhibit 4.2, filed April 22, 2022)
10.9* Amended and Restated Software Product License Agreement between the Company and ETI Systems, LLC
31.1* Certification of Chief Executive Officer ~~pursuant to Securities Exchange Act Rules 13a-14(a)~~ and ~~15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2* ~~Certification of~~ Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer ~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2* ~~Certification of~~and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS* XBRL Instance Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
101.SCH* XBRL Taxonomy Extension Schema Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

4043

SIGNATURES

Pursuant to the requirements of 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.

mPhase Technologies, Inc.

/s/ Anshu Bhatnagar
Anshu Bhatnagar
Chief Executive Officer (Principal Executive, ~~Officer)~~
~~February 10, 2022~~
~~/s/ Angelia Lansinger Hrytsyshyn~~
~~Angelia Lansinger Hrytsyshyn~~
~~Chief Financial Officer (Principal~~ Financial, and Accounting Officer)
~~February 10,~~June 17, 2022

4144

	Options		Weighted Average Exercise Price		Intrinsic Value
Outstanding, June 30, 2021		-	$	-	$	-
Options issued		800,000		0.1994		-
Options forfeited		-		-		-
Outstanding, March 31, 2022		800,000	$	0.1994	$	-

Common stock issuable upon exercise of options		800,000	$	0.1994	$	-

		Common Stock Issuable Upon Exercise of Options Outstanding						Common Stock Issuable Upon Options Exercisable
Range of Exercise Prices		Number Outstanding at March 31, 2022		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at March 31, 2022		Weighted Average Exercise Price
$	0.1994		800,000		2.8	$	0.1994		800,000	$	0.1994
			800,000		2.8	$	0.1994		800,000	$	0.1994

	●	1,250,000 shares of the Company’s common stock were issued on December 31, 2021 to an accredited investor for the partial conversion of a promissory note.

	●	3,352,066 shares of the Company’s common stock were issued to the Company’s Chief Executive Officer which extinguished the note payable attributable to the cancellation of common stock as further described in Note 9: Stockholders’ Equity.

Exhibit Number		Description

3.01		Form of Audit Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.01, filed January 25, 2022)
3.02		Form of Compensation Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.02, filed January 25, 2022)
3.03		Form of Nominating and Corporation Governance Committee Charter (Incorporated by reference to Form 8-K, Exhibit 3.03, filed January 25, 2022)
10.1		Form of Director Agreements (Incorporated by reference to Form 8-K, Exhibit 10.1, filed September 2, 2021)
10.2		Form of Employment Agreement between the Company and Angelia Hrytsyshyn (Incorporated by reference to Form 10-Q, Exhibit 10.2, filed November 22, 2021)
10.3		Form of Amended and Restated Employment Agreement between the Company and Anshu Bhatnagar (Incorporated by reference to Form 8-K, Exhibit 10.3, filed January 25, 2022)
10.4		Form of Amended and Restated Employment Agreement between the Company and Angelia Hrytsyshyn (Incorporated by reference to Form 8-K, Exhibit 10.4, filed January 25, 2022)
10.5		Form of Director Agreement (Incorporated by reference to Form 8-K, Exhibit 10.5, filed January 25, 2022)
10.6		Form of Demand Promissory Note (Incorporated by reference to Form 8-K, Exhibit 4.01, filed March 18, 2022)
10.7		Form of Securities Purchase Agreement (Incorporated by reference to Form 8-K, Exhibit 4.1, filed April 22, 2022)
10.8		Form of Securities Promissory Note (Incorporated by reference to Form 8-K, Exhibit 4.2, filed April 22, 2022)
10.9*		Amended and Restated Software Product License Agreement between the Company and ETI Systems, LLC
31.1*		Certification of Chief Executive Officer ~~pursuant to Securities Exchange Act Rules 13a-14(a)~~ and ~~15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2*		~~Certification of~~ Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer ~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2*		~~Certification of~~and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	mPhase Technologies, Inc.

	/s/ Anshu Bhatnagar
	Anshu Bhatnagar
	Chief Executive Officer (Principal Executive, ~~Officer)~~
	~~February 10, 2022~~

	~~/s/ Angelia Lansinger Hrytsyshyn~~
	~~Angelia Lansinger Hrytsyshyn~~
	~~Chief Financial Officer (Principal~~ Financial, and Accounting Officer)
	~~February 10,~~June 17, 2022