mPhase Technologies, Inc.
9841Washingtonian Blvd, Suite 390
Gaithersburg, Md., 20878
August 16, 2019
United States
Securities and Exchange Commission
Division of Corporate Finance
Washington D.C. 20549
Attention Heather Percival
Re: APPLICATION FOR WITHDRAWAL OF AMENDMENT
NO. 1 TO FORM S-1 REGISTRATION STATEMENT FILED
BY MPHASE TECHNOLOGIES INC ON AUGUST 13, 2019
FILE NO. 333-232746
Dear Ms. Percival,
Pursuant to Rule 477 of the Securities Act of 1933, as amended, mPhase Technologies, Inc. (the “Company”) is submitting this Application for Withdrawal of the above-reference Amendment No.1 to its Form S-1Registration Statement. In connection with this Application the Company hereby represents and warrants that no shares of its common stock have been sold by any of the Company Shareholders listed on Form S-1that was filed by the Company on July 9, 2019 or any of the Company Shareholders listed on Amendment No. 1 to the Form S-1 filed on August 13,2019. The reason for this Application is that the Company, by mistake, filed Amendment No.1 to Form S-1.
The Company understands and acknowledges that the Company and its management is responsible for the accuracy and adequacy of their disclosures in all of the foregoing described filings, notwithstanding any review, comments, action or absence of action by the staff of the Securities and Exchange Commission.
The Company appreciates the help of the Commission in this matter.
Very truly yours,
/s/ mPhase Technolgoies, Inc. | ||
mPhase Technolgoies, Inc. | ||
By: | /s/ Martin Smiley | |
Martin Smiley | ||
General Counsel |