mPhase Technologies, Inc.
587 Connecticut Avenue
Norwalk, Ct. 06854
Mr. Russell Mancuso | |
Branch Chief | |
Division of Corporate Finance | April 22 , 2011 |
Mail Stop 3030 | |
Securities and Exchange Commission | |
Washington, D.C. 20549 |
Re: | mPhase Technologies, Inc. | |
Preliminary Proxy Statement on Schedule 14A | ||
Correspondence dated April 15, 2011 | ||
File No. 000-30202 |
Dear Mr. Mancuso,
This is in response to your comment letter dated April 15, 2011, regarding the preliminary proxy filed by mPhase Technologies, Inc. (the “Company”) on April 14, 2011. Our responses to each of your comments are as follows:
1. We will implement your prior comments in connection with our proxy solicitation material for our next annual meeting.
2. We have reconciled our recent Form 4 filings by amendments so that the total number of shares of common stock beneficially owned by officers, directors and affiliates is consistent with those set forth in our Preliminary Proxy.
In connection with the foregoing, the Company acknowledges that:
- The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
- Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
- The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Martin S. Smiley
EVP, CFO and General Counsel
mPhase Technologies, Inc.
Schedule
AFFILIATES (1 & 2) | Shares | Warrants | Options | TOTAL | % |
Victor Lawrence | 0 | 0 | 0 | - | - |
Anthony Guerino | 0 | 0 | 765,000 | 765,000 | 0.05% |
Abraham Biderman | 5,868,131 | 0 | 1,065,000 | 6,933,131 | 0.44% |
Gustave Dotoli (4) | 23,157,805 | 33,049,649 | 35,775,000 | 91,982,454 | 5.56% |
Ron Durando (3) (4) | 56,043,992 | 52,553,259 | 61,175,000 | 169,772,251 | 9.99% |
Ned Ergul | 2,850,000 | 0 | 2,655,000 | 5,505,000 | 0.35% |
Martin Smiley (4) | 18,660,629 | 25,668,823 | 19,700,000 | 64,029,452 | 3.92% |
Microphase Corporation(5) (6) | 42,726,686 | 4,322,222 | 0 | 47,048,908 | 2.88% |
Total Affiliates | 149,307,243 | 115,593,953 | 121,135,000 | 386,036,196 | 23.19% |
(1) Unless otherwise indicated, the address of each beneficial owner is 587 Connecticut Avenue, Norwalk, Connecticut 06854-1711.