Company Quick10K Filing
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Mphase Technologies
S-1 2019-07-22 Public Filing
10-Q 2019-03-31 Quarter: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-K 2018-06-30 Annual: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-K 2017-06-30 Annual: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-K 2016-06-30 Annual: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-K 2015-06-30 Annual: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-K 2014-06-30 Annual: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-09-27 Enter Agreement, Off-BS Arrangement, Sale of Shares, Exhibits
8-K 2019-09-05 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2019-09-05 Other Events
8-K 2019-08-20 Other Events, Exhibits
8-K 2019-07-30 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2019-07-08 Leave Agreement
8-K 2019-06-30 Enter Agreement, Other Events, Exhibits
8-K 2019-06-19 Enter Agreement, Exhibits
8-K 2019-06-01 Officers, Exhibits
8-K 2019-05-20 Other Events
8-K 2019-04-25 Enter Agreement
8-K 2019-04-11 Other Events
8-K 2019-03-20 Officers, Exhibits
8-K 2019-02-11 Enter Agreement, Exhibits
8-K 2019-02-01 Officers, Exhibits
8-K 2019-01-14 Enter Agreement, Control, Officers, Exhibits
8-K 2019-01-04 Shareholder Rights, Exhibits
8-K 2018-12-21 Enter Agreement, Exhibits
8-K 2018-08-24 Other Events
8-K 2018-02-16 Enter Agreement, Exhibits
8-K 2017-12-28 Other Events, Exhibits
HBIA Hills Bancorporation 542
HPPI Hedgepath Pharmaceuticals 111
STNN EPHS Holdings 47
SMDM Singing Machine 11
MGTI MGT Capital Investments 7
APAW Apawthecary Pets 0
OXF Westmoreland Resource Partners 0
MADL Man AHL Diversified I 0
FWDR Fairwind Energy 0
TCT Teucrium Commodity Trust 0
XDSL 2019-07-22
Item 11. Executive Compensation
Item 15. Exhibits, Financial Statement Schedules
EX-3.1 ex3-1.htm
EX-3.3 ex3-3.htm
EX-21 ex21.htm
EX-23.1 ex23-1.htm
EX-99.1 ex99-1.htm

Mphase Technologies Filing 2019-07-22

XDSL Filing


S-1 1 forms-1.htm

 

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 19, 2019

 

REGISTRATION NO. ____________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

MPHASE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey   7385   22-2287503
(State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification No.)
        10306-4933

 

9841 Washingtonian Blvd., Suite 390

Gaithersburg, Md., 20878

Attn: Anshu Bhatnagar, President

301-329-2700

(Address and telephone number of principal executive offices)

 

 

(Name, address and telephone number of agent for service)

 

Copies to:

 

Christopher Cutchens

Edward Suozzo

9841 Washingtonian Boulevard, #390

Gaithersburg, MD 20878

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

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

 

[  ] Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [X] Smaller reporting company

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of
securities to be
registered
  Amount registered   Proposed maximum
offering price per share (1)
   Proposed maximum
aggregate offering price
  

Amount of
registration fee (2)

 
Common Stock   10,477,800(1)  $1.00   $10,477,800   $1,269.91 

 

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based upon the average of the high and low sales prices of the registrant’s common stock on June 25, 2019, as traded on the pink sheets.
   
(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price of all securities listed.

 

In the event of stock splits, stock dividends, or similar transactions involving the Common Stock, the number of Common Shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

 

 

 

   

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS - SUBJECT TO COMPLETION

 

You should read this Prospectus Summary together with the more detailed information contained in this prospectus, including the risk factors and financial statements. This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that may cause such a difference include those discussed in the Risk Factors section and elsewhere in this prospectus.

 

mPhase Technologies, Inc.
10,477,800 Shares of Common Stock

 

This prospectus relates to the resale of up to 10,477,800 shares (the “Common Stock”) of Common Stock, $.01 value per share, of mPhase Technologies, Inc. (“Company”), a New Jersey Corporation, by the Selling Stockholders set forth on page 21, the Selling Stockholders may sell Common Stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.

 

We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders.

 

Investment in the Common Stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 9 of this prospectus before purchasing any of the shares offered by this prospectus.

 

Our Common Stock is quoted on the Pink Sheets and trades under the symbol “XDSL”. The last reported sale price of our Common Stock on the Pink Sheets on June 27, 2019, was approximately $1.00 per share.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus is July 19, 2019.

 

   

 

 

mPhase Technologies, Inc.

 

TABLE OF CONTENTS

 

  Page
Prospectus Summary 4
Risk Factors 9
Forward-Looking Statements 20
Use of Proceeds 20
Determination of Offering Price 20
Selling Security Holders 21
Plan of Distribution 25
Description of Securities to be Registered 26
Interests of Named Experts and Counsel 27
Description of Business 27
Description of Property 31
Legal Proceedings 31
Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters 46
Changes in and Disagreements with Accountants 48
Quantitative and Qualitative Disclosures about Market Risk 48
Directors, Executive Officers, Promoters and Control Persons 48
Executive Compensation 50
Security Ownership of Certain Beneficial Owners and Management 52
Certain Relationships and Related Transactions, and Corporate Governance 53
Additional Information 55
Other Expenses of Issuance and Distribution 56
Indemnification of Directors and Officers 56
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 56
Recent Sales of Unregistered Securities 56
Legal Matters 56
Experts 56
Financial Statements 57
Exhibits and Financial Statement Schedules 58

 

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

 

 3 
   

 

Prospectus Summary

 

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully; including the section entitled “Risk Factors” before deciding to invest in our Common Stock. This prospectus contains product names, trade names and trademarks of ours as well as those of other organizations. All other brand names and trademarks appearing in this prospectus are the property of their respective holders.

 

About Us

 

mPhase Technologies, Inc., a New Jersey corporation (the “Company”, “mPhase”, “we”, “us”, or “our”) is a publicly-held New Jersey company founded in 1996 with approximately 23,000 shareholders and approximately 11,886,967 shares of Common Stock outstanding as of June 30, 2019. The Company’s Common Stock is traded on the Pink Sheets under the ticker symbol XDSL. The Company has offices in Gaithersburg, Maryland.

 

Historically we have had net operating losses each year since our inception

 

As of March 31, 2019, we have an accumulated deficit of ($213,374,998) and a stockholder’s deficit of ($1,793,593) and a net loss of $1,442,412 for the three months then ended. As of June 30, 2018, we have an accumulated deficit of ($211,676,692) and a stockholder’s deficit of ($3,992,969). We incurred a net gain of $313,904 and a net loss of $310,765 for the years ended June 30, 2018 and June 30, 2017, respectively. The auditors’ report for the fiscal year ended June 30, 2018 includes the statement that “there is substantial doubt of the Company’s ability to continue as a going concern”.

 

Business of the Company

 

mPhase Technologies, Inc. (the “Company” or “We”) was organized on October 2, 1996. Since 2004 the Company has been in the business of developing new products through the science of nanotechnology and micro-fluid dynamics. The Company has made significant progress in developing a reserve battery with an unlimited shelf life prior to initial activation. Our patent portfolio consists of intellectual property covering the “smart surfaces” that liquids in droplets can be suspended upon and collapse upon initial activation by either an electrical impulse or a g force. The Company intends to develop other potential products such as a drug delivery system using such scientific disciplines to monetize its patent portfolio.

 

In February 2004 the Company engaged the Bell Labs division of Lucent Technologies, Inc. to develop a new type of power cell energy storage device through the science of nanotechnology. Taking advantage of a superhydrophobic effect or suspension of a liquid electrolyte on silicon, Bell Labs created for the Company a reserve battery product with a virtually unlimited shelf-life prior to initial activation. This result was achieved by causing the suspension, in droplet form, of liquid electrolyte on a “smart surface” or repellant such as silicon. The phenomenon is based upon the superhydrophobic effect similar to beads of raindrops forming on a leaf in nature. An electronic impulse is used to trigger the process of “electrowetting” or collapse of the droplet and the mixing of the electrolyte, thereby providing a low- level source of energy.

 

The Company’s first product is its Smart NanoBattery, a reserve battery, having significant potential military applications for providing low energy power-sources needed to power guidance systems on small munitions as well as reserve sources of power needed to back up computer-memory systems. The Smart Battery is only activated upon command by either a g force or magnetic pulse and therefore has a virtually unlimited shelf-life prior to initial activation as a reserve source of energy. The Company believes there is a significant need for energy storage products that can be activated on command and that are guaranteed to generate reserve sources of power for mission-critical activities.

 

From 2004 through the present, mPhase’s research and product development focuses on developing “smart surfaces” using materials science engineering, nanotechnology science and the principles of microfluidics and microelectromechanical systems (MEMS). The Company develops products for both commercial and military applications. As noted above, the Company’s first flagship product is its Smart NanoBattery providing Power on Command™. The new patent pending and patented battery technology, based on the phenomenon of electrowetting, offers a unique way to store energy and manage power. Features of the Smart NanoBattery include potentially infinite shelf life, environmentally friendly design, fast ramp to power, programmable control, and direct integration with microelectronic devices. The platform technology behind the Smart NanoBattery is a porous nanostructured material used to repel and precisely control the flow of liquids.

 

 4 
   

 

In February 2008, the Company announced that a prototype of its Smart NanoBattery was successfully deployed in a gun-fired test at the Aberdeen Proving Ground at Maryland. The test was conducted by the U.S. Army Armament Research and Development and Engineering Center (ARDEC) of Picatinny, New Jersey. The battery not only survived the harsh conditions of deployment at a gravitational force in excess of 45,000 g, but was also flawlessly activated in the process.

 

In March 2008, mPhase announced that it had been invited to submit a proposal for a Phase II STTR grant based upon the successful work it had performed on the Phase I grant to develop a version of the Smart NanoBattery referred to as the multi-cell, micro-array reserve battery for a critical memory backup application. The Phase II grant in the gross amount of $750,000 (shared with Rutgers University which netted $500,000 to mPhase) was granted to the Company in the middle of September 2008. mPhase has completed work under a Phase II Small Business Technology Transfer Program (STTR) grant of approximately $750,000, as part of the Small Business Innovation Research (SBIR) program, from the U.S. Army. Under the grant the Company has continued development of its Smart NanoBattery as a reserve battery for critical mission computer memory. Such reserve battery can be activated by an electronic pulse.

 

We have developed and maintain a portfolio of patents and patent applications that form the proprietary base for our research and development efforts in the area of “smart surfaces.” We believe that our intellectual property portfolio, which currently includes issued patents either directly owned or licensed by the Company and filed patent applications in various stages of review, is very strong. Our research and development over the years includes some of the world’s leading institutions including Alcatel/Lucent Bell Labs. We believe our technology base, combined with our know-how, provides us with a strong competitive advantage and will facilitate future successful development and commercialization of additional products for use in a variety of potential military and commercial products.

 

On January 4, 2019 the State of New Jersey accepted an Amendment to the Company’s Certificate of Incorporation providing for 1000 shares of a new class of super voting preferred stock. The shares of the new Series A voting preferred stock provide for 51% of the voting authority of all capital stock; feature no dividends, have a Par Value $.001 per share and have a liquidation preference up to Stated Value (Par) of $.001 per share. All 1,000 shares of the Series A Preferred Stock were issued to the Company’s New President and CEO to effectuate voting control of the Company on January 11, 2019, pursuant to the Transition Agreement as described below.

 

As of January 11, 2019, the Company underwent a major change in management and control. The Company entered into an Employment Agreement with Mr. Anshu Bhatnagar to become the new President and Chief Executive Officer and a Director of the Company. Mr. Bhatnagar is also the President and CEO of Verus International, Inc. (ticker symbol “VRUS”) a publicly-held company. He replaced Mr. Ronald Durando who resigned as CEO. Mr. Durando remained a Director of the Company until his resignation from such position effective March 20, 2019. Effective January 11, 2019 all of the other prior Officers and Directors of the Company resigned their respective positions. On January 28, 2019 Mr. Smiley, the former CFO of the Company, was reappointed as interim CFO and on June 6, 2019 Mr. Smiley resigned as CFO of the Company and was replaced by Christopher Cutchens. Under the terms of the Employment Agreement, Mr. Bhatnagar will receive a base salary of $275,000 per annum and granted 13,109,494,031(pre- shares or approximately 20% of the Common Stock of the Company then outstanding on January 11, 2019. In addition, Mr. Bhatnagar, pursuant to the terms of a Transition Agreement shall earn the right to be issued 4% of additional shares of the Common Stock of the Company for each $1 million of gross revenues generated by the Company Once the Company has achieved gross revenues of not less than $15,000,000 or is up-listed to a National Securities Exchange, Mr. Bhatnagar will have earned the remaining amount of Common Stock of the Company not to exceed 80% of the shares outstanding on January 11, 2019 as adjusted for the Reverse Split of the Company’s Common Stock described below..

 

The new management of the Company is positioning the Company to be a leader in software relating to artificial intelligence and machine learning to enable a more rapid commercial development of its patent portfolio and other intellectual property. The goal is to generate a faster growth of revenues for the Company.

 

The Transition Agreement provides for our new management to evaluate, formulate and implement a revised plan of operation. The Company is implementing undertakings, initiated by outgoing management, to extinguish certain debts and settle or reduce other liabilities outstanding on December 31, 2018, within six (6) months of January 11, 2019.

 

On February 4, 2019 the Company announced the formation of mPhase Technologies India, Pvt, Ltd to focus on software and technology development for new and existing projects.

 

On February 6, 2019 the Company announced that it has commenced discussions with a global pharmaceutical company to explore the use of mPhase “Smart Surface” technology for transdermal drug delivery. mPhase’s current technology uses electronic or other external stimulus to dispense an unattended, predetermined quantity of drug or medical agent through a smart surface membrane.

 

On February 19, 2019 the Company announced that it will assemble a team in India of highly qualified software and technology experts in the fields of artificial intelligence and machine learning to work as part of its newly formed India division.

 

 5 
   

 

On March 7, 2019 the Company announced the acquisition of the rights, software, and code to the technology platform, Travel Buddhi, a software platform to enhance travel via ultra-customization tools that tailor a planned trip in ways not previously available.

 

The Company is moving in a new strategic direction of modification and modernization of its existing technology to make it “smart” and “connected as part of the internet of things

 

On April 10, 2019 the Company filed a preliminary Schedule 14C information statement with the SEC in connection with a 5000/1 reverse split of its common stock that had been approved by our Board of Directors in March 2019. The Company under New Jersey law is reducing its authorized shares of common stock to 25 million shares from the previously authorized 125,000,000,000 shares.

 

On April 10, 2010 the Company repaid $3,000 that was accepted as payment, in full, of the Convertible Note which had been held by M.H Investment Trust II,

 

On April 22, 2019 the Company filed a Definitive Schedule 14C information statement with the SEC in connection with a 5000/1 reverse split of its common stock. The Company under New Jersey law is reducing its authorized shares of common stock to 25 million shares from the currently authorized 125,000,000,000 shares.

 

On April 22, 2019 we extended the obligations of Company and the CEO to register shares of our Common Stock on a Registration Statement on Form S-1, which at a minimum include shares held by prior management and strategic vendors referred to as “Related Parties” as outlined in Section 1(d) of the Transition Agreement of January 11, 2019. The revised time to file a Registration Statement with the SEC was amended in order to include certain participants in an ongoing private placement of its stock pursuant to Section 4(a)(2) of the Securities Act of 1933. This Registration Statement is being filed on July 19, 2019.

 

From July 1, 2018 through May 13, 2019 the Company completed and announced the closing of a Private Placement of shares of its common stock at $.00005 per share (pre-split), or $.25 on a post-split basis, raising gross proceeds of $115,000. The Private Placement was executed pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the proceeds will be used by the Company for working capital and corporate acquisitions.

 

On March 19, 2019 Mr. Durando loaned the Company approximately $5,200 for general working capital purposes, under the terms of previous agreements for officers’ loans. Separately Messrs. Durando and Bhatnagar each loaned the Company $25,000 on April 17, 2019 and April 24, 2019, respectively, providing an additional $50,000 for general working capital purposes, under the terms of new notes, which generally provide for 6% interest and short-term repayment.

 

On April 25, 2019 the Company announced an agreement to acquire all the outstanding stock of AIRobotica Services Limited, a Bangalore, India-based technology company, (“AIRobotica”) under the terms of a Stock Purchase Agreement (“SPA”) dated April 19, 2019. The purchase price of $2,500,000 was to be paid over two years in the form of the Company’s common stock, $1,250,000 each anniversary, contingent upon this division attaining prescribed revenue targets. The agreement also required the Company to provide up to $2,400,000 of working capital over the same two years. Effective June 30, 2019, the Company and AIRobotica mutually agreed under the provisions of a Termination of Stock Purchase Agreement, to terminate, cancel, and void the SPA as it was determined by each party to the SPA that each held different strategic visions on conducting the future business of AIRobotica and therefore the termination of the SPA was in the best interest of both parties. The termination of the SPA did not result in any economic or other penalties to the Company.

 

Effective May 22, 2019 the Company completed a 5,000/1 reverse split of its Common stock reducing its authorized shares to 25 million shares of Common Stock.

 

On June 30, 2019, the Company entered into a Share Purchase Agreement (“SPA”) to acquire a controlling interest in Alpha Predictions, LLP, (“Alpha Predictions”) an India-based technology company, that has developed a suite of commercial data analysis products for use across multiple industries. Alpha Predictions is comprised of a team of 15 professionals including data specialists who are developing software designed to provide enhanced levels of data analysis for specific business applications. The current product offering includes software covering eight categories: inventory, stock management, marketing optimization, sentiment analysis, customer segmentation and behavior, agro-tech image detection, electrocardiogram automation, and a recommendation engine with multiple uses. Alpha Predictions currently has sales in excess of $2.0 million (USD) and will contribute immediately to mPhase revenues. Pursuant to the terms of the SPA, the Company is acquiring 99% of the outstanding stock of Alpha Predictions from Snehalkumar Santosh Kadam, Smita Dinakar Shinde, Anuj Kumar Saxena, and Dhananjay Rajendra Adik (collectively, the “Sellers”) in exchange for approximately $1,400 (USD), (99,000 INR).

 

On June 30, 2019, the Company entered into a contract with an IT solutions and services company to provide software, training, and support services. The contract provides the Company with an initial $2.5 million of revenue upon delivery of the software license and also provides subsequent revenue for training, support, updates and maintenance services as provided.

 

 6 
   

 

About This Offering

 

Common stock offered: Up to 10,477,800 shares of common stock, of which 10,477,800 shares are issued and outstanding.

 

Common Stock to be outstanding after this offering: Approximately 11,886,967 shares of common stock.

 

Use of proceeds: We will not receive any proceeds from the sale and issuance of the common stock included in this offering.

 

Risk Factors: An investment in our common stock is subject to significant risks. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus as well as other information set forth in this prospectus, including our financial statements and related notes.

 

Dividend policy: We do not expect to pay dividends on our common stock in the foreseeable future. We anticipate that all future earnings, if any, generated from operations will be retained to develop and expand our business.

 

Plan of Distribution: The shares of common stock (OTC pink sheet symbol: XDSL.OB) offered for resale may be sold by the selling stockholders pursuant to this prospectus in the manner described under “Plan of Distribution.”

 

Estimated use of proceeds

 

This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders. We will not receive any of the proceeds resulting from the sale of Common Stock.

 

 7 
   

 

Summary of Shares offered by the Selling Shareholders.

 

The following is a summary of the Shares being offered by each of the Selling Shareholders:

 

Common Stock outstanding prior to the offering: 11,886,967 based upon the total amount of shares issued as of June 28, 2019.

 

Common Stock outstanding after the offering is 11,886,967 shares.

 

Use of Proceeds We will not receive any proceeds from sales of stock by the Selling Shareholders.

 

 8 
   

 

SUMMARY FINANCIAL AND OTHER DATA

 

The following table sets forth the summary financial and operating data as of the dates and for the periods indicated. The consolidated statements of operations data for the year ended June 30, 2018, and the consolidated balance sheet data as of June 30, 2017, have been derived from the audited financial statements of the Company, which are included elsewhere in this prospectus. The statements of operations data for the Nine months ended March 31, 2019 and 2018 and the balance sheet data as of March 31, 2019 have been derived from our unaudited financial statements included elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in any future period, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year.

 

You should read the following financial and other data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

Balance Sheet Data  March 31, 2019   June 30, 2018   June 30, 2017 
Cash  $25,344   $261   $4,164 
Total Assets  $29,830   $1,061   $10,173 
Total liabilities  $1,743,423   $4,027,251   $4,519,116 
Total Stockholders’ Equity  $

(1,793,593

)  $

(399,246

)  $

(4,508,943

)

 

Statement of Operations 

For the nine

months ended

March 31, 2019

  

For the nine
months ended

March 31, 2018

 
Revenue  $ -   $ - 
Net Income (loss)  $(1,696,306)  $942,974

 

Statement of Operations 

Year Ended

June 30, 2018

  

Year Ended

June 30, 2017

 
Revenue  $ -   $ - 
Net Income (Loss)   313,904   $(310,765)

 

RISK FACTORS

 

Risks Relating to the Company’s Complete Dependence upon the Development of New Products

 

Prior to the Company’s change in management on January 11, 2019, the Company has been forced to curtail development of all products and it is unknown whether the Company will be successful in acquiring and developing products in the fields of artificial intelligence and machine learning except its Smart NanoBattery in order to conserve financial resources

 

The Company has been forced to focus on commercialization of only one of its products. No assurance can be given that the Company will have sufficient resources to develop new products in the areas of artificial intelligence and machine learning. The Company’s lack of financial resources to simultaneously develop multiple products could increase its overall risk profile as a company.

 

Our current “smart surface technology” is at an early stage of development and we may not develop products that can be commercialized.

 

We have derived very limited revenues from a Phase I Army Grant of approximately $100,000 and a Phase II Army Grant of approximately $750,000 with respect to our Smart NanoBattery product from inception of development in February 2004 through the date hereof. Other material revenue was derived from our series of battery “Jump Starters” in the fiscal years ended 2014 and 2015; products that the Company discontinued beginning in April 2016 owing to contracting margins and increased competition,

 

We have limited manufacturing, marketing, distribution and sales capabilities which may limit our ability to generate revenues.

 

Due to the relatively early stage of our products, we have recent, but very limited, investments in software platform, marketing, distribution or product sales resources. We cannot assure you that we will be able to invest or develop any of these resources successfully or as expediently as necessary. The inability to do so may inhibit or harm our ability to generate revenues or operate profitably.

 

 9 
   

 

We have a history of operating losses and we may not achieve future revenues or operating profits.

 

We have generated modest revenue to date from our operations. Historically we have had net operating losses each year since our inception. The Company has not generated significant revenue outside of STTR grants with respect to its Smart Nano Battery or other potential products related to Smart Surfaces and artificial intelligence and machine learning. Additionally, even if we are able to commercialize our technologies or any products or services related to our technologies it is not certain that they will result in profitability.

 

The Company has never made an operating profit in its history.

 

If we continue to suffer losses as we have in the past, investors may not receive any return on their investment and may lose their entire investment. Our prospects must be considered speculative in light of the risks, expenses and difficulties frequently encountered by companies with new products in their early stages of development, particularly in light of the uncertainties relating to the new, competitive and rapidly evolving markets in which we anticipate we will operate. To attempt to address these risks, we must, among other things, further develop our technologies, products and services, successfully implement our research, development, marketing and commercialization strategies, respond to competitive developments and attract, retain and motivate qualified personnel. A substantial risk is involved in investing in us because, as a company we have fewer resources than an established company, our management may make mistakes with respect to development of new products, and we may be more vulnerable operationally and financially to any mistakes that may be made, as well as to external factors beyond our control.

 

We have limited resources to manage development activities.

 

Our limited resources in conducting and managing development activities might prevent us from successfully designing or implementing new products. If we do not succeed in conducting and managing our development activities, we might not be able to commercialize our product candidates, or might be significantly delayed in doing so, which will materially harm our business.

 

Our ability to generate revenues from our entry into the fields of artificial intelligence and machine learning as well as from our Smart Nano Battery will depend on a number of factors, including our ability to successfully complete and implement our commercialization strategy. In addition, even if we are successful in bringing our Smart Nano Battery to market, we will be subject to the risk that the marketplace will not accept such product. We may, and anticipate that we will need to, transition from a company with a research and development focus to a company capable of supporting commercial activities and we may not succeed in such a transition.

 

Because of the numerous risks and uncertainties associated with our product development and commercialization efforts, we are unable to predict the extent of our future losses or when or if we will become profitable.

 

Our failure to successfully commercialize our new products in the fields of machine learning and artificial intelligence as well as our Smart Nano Battery or to become and remain profitable could depress the market price of our Common Stock and impair our ability to raise capital, expand our business, diversify our product offerings and continue our operations.

 

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Because of the numerous risks and uncertainties associated with our product development and commercialization efforts, we are unable to predict the extent of our future losses or when or if we will become profitable.

 

Our failure to successfully commercialize our products to be developed in the fields of artificial intelligence as well as our Smart Nano Battery or to become and remain profitable could depress the market price of our Common Stock and impair our ability to raise capital, expand our business, diversify our product offerings and continue our operations.

 

Risks Relating to Technology

 

We are dependent on new and unproven technologies.

 

Our risks as an early stage company are compounded by our heavy dependence on emerging and sometimes unproven technologies such artificial intelligence and machine learning as well as our Smart Nanobattery. If these technologies do not produce satisfactory results, our business may be harmed.

 

We may not be able to commercially develop our technologies and proposed product lines, which, in turn, would significantly harm our ability to earn revenues and result in a loss of investment.

 

Our ability to commercially develop our technologies will be dictated in, large part, by forces outside our control which cannot be predicted, including, but not limited to, general economic conditions. Other such forces include the success of our research and field testing, the availability of collaborative partners to finance our work in pursuing applications of artificial intelligence, machine learning and “smart surfaces” or other developments in the field which, due to efficiencies or technological breakthroughs may render one or more areas of commercialization more attractive, obsolete or competitively unattractive. It is possible that one or more areas of commercialization will not be pursued at all if a collaborative partner or entity willing to fund research and development cannot be located. Our decisions regarding the ultimate products and/or services we pursue could have a significant adverse effect on our ability to earn revenue if we misinterpret trends, underestimate development costs and/or pursue wrong products or services. Any of these factors either alone or in concert could materially harm our ability to earn revenues or could result in a loss of any investment in us.

 

If we are unable to keep up with rapid technological changes in our field or compete effectively, we will be unable to operate profitably.

 

We are engaged in activities in the artificial intelligence, machine learning, nanotechnology and microfluidics field, which is characterized by extensive research efforts and rapid technological progress. If we fail to anticipate or respond adequately to technological developments, our ability to operate profitably could suffer. We cannot assure you that research and discoveries by other companies will not render our technologies or potential products or services uneconomical or result in products superior to those we develop or that any technologies, products or services we develop will be preferred to any existing or newly-developed technologies, products or services.

 

Risks Related to Intellectual Property

 

Certain aspects of our technology are not protectable by patent.

 

Certain parts of our know-how and technology are not patentable. To protect our proprietary position in such know-how and technology, we require all employees, consultants, advisors and collaborators with access to our technology to enter into confidentiality and invention ownership agreements with us. We cannot assure you; however, that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Further, in the absence of patent protection, competitors who independently develop substantially equivalent technology may harm our business.

 

Patent litigation presents an ongoing threat to our business with respect to both outcomes and costs.

 

It is possible that litigation over patent matters with one or more competitors could arise. We could incur substantial litigation or interference costs in defending ourselves against suits brought against us or in suits in which we may assert our patents against others. If the outcome of any such litigation is unfavorable, our business could be materially adversely affected. To determine the priority of inventions, we may also have to participate in interference proceedings declared by the United States Patent and Trademark Office, which could result in substantial cost to us. Without additional capital, we may not have the resources to adequately defend or pursue this litigation.

 

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We may not be able to protect our proprietary technology, which could harm our ability to operate profitably.

 

Patent and trade secret protection is critical for the new technologies we utilize, artificial intelligence, machine learning and nanotechnology and microfluidics, as well as the products and processes derived through them. Our success will depend, to a substantial degree, on our ability to obtain and enforce patent protection for our products, preserve any trade secrets and operate without infringing the proprietary rights of others. We cannot assure you that:

 

  we will succeed in obtaining any patents in a timely manner or at all, or that the breadth or degree of protection of any such patents will protect our interests,
     
  the use of our technology will not infringe on the proprietary rights of others,
     
  patent applications relating to our potential products or technologies will result in the issuance of any patents or that, if issued, such patents will afford adequate protection to us or not be challenged, invalidated or infringed, and
     
  patents will not issue to other parties, which may be infringed by our potential products or technologies.
     
  we will continue to have the financial resources necessary to prosecute our existing patent applications, pay maintenance fees on patents and patent applications, or file patent applications on new inventions.

 

The fields in which we operate have been characterized by significant efforts by competitors to establish dominant or blocking patent rights to gain a competitive advantage, and by considerable differences of opinion as to the value and legal legitimacy of competitors’ purported patent rights and the technologies they actually utilize in their businesses.

 

Patents obtained by other persons may result in infringement claims against us that are costly to defend and which may limit our ability to use the disputed technologies and prevent us from pursuing research and development or commercialization of potential products.

 

If third party patents or patent applications contain claims infringed by either our technology or other technology required to make and use our potential products and such claims are ultimately determined to be valid, there can be no assurance that we would be able to obtain licenses to these patents at a reasonable cost, if at all, or be able to develop or obtain alternative technology. If we are unable to obtain such licenses at a reasonable cost, we may not be able to develop some products commercially. We may be required to defend ourselves in court against allegations of infringement of third-party patents. Patent litigation is very expensive and could consume substantial resources and create significant uncertainties. Any adverse outcome in such a suit could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties, or require us to cease using such technology.

 

We may not be able to adequately defend against piracy of intellectual property in foreign jurisdictions.

 

Considerable research in the areas of micro fluid dynamics is being performed in countries outside of the United States, and a number of potential competitors are located in these countries. The laws protecting intellectual property in some of those countries may not provide adequate protection to prevent our competitors from misappropriating our intellectual property. Several of these potential competitors may be further along in the process of product development and also operate large, company-funded research and development programs. As a result, our competitors may develop more competitive or affordable products, or achieve earlier patent protection or product commercialization than we are able to achieve. Competitive products may render any products or product candidates that we develop obsolete.

 

We may incur substantial expenditures in the future in order to protect our intellectual property.

 

We believe that our intellectual property with respect to our Smart NanoBattery and our proprietary rights with respect to the Company’s permeable membrane design consisting of both micro and nano scale silicon features that are coated with a monolayer chemistry used to repel liquids is critical to our future success. The Company’s current battery related patent portfolio consists of seven issued patents, of which one is jointly owned with Rutgers University, two are jointly owned with Nokia (formerly Lucent Technologies) and four are licensed from Nokia. We also have four patent applications related to the Smart Surfaces technology that have been filed with the United States Patent Office and other foreign patent offices that are in various stages of examiner review, as well as four additional patent applications related to other Smart Surfaces technologies under review. Our pending patent applications may never be granted for various reasons, including the existence of conflicting patents or defects in our applications. Even if additional U.S. patents are ultimately granted, there are significant risks regarding enforcement of patents in international markets. There are many patents being filed as the science of nanotechnology develops and the Company has limited financial resources compared to large, well established companies to bring patent litigation based upon claims of patent infringement.

 

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Our products may not be accepted in the marketplace.

 

The degree of market acceptance of those products will depend on many factors, including:

 

  Our ability to manufacture or obtain from third party manufacturers sufficient quantities of our product candidates with acceptable quality and at an acceptable cost to meet demand, and
     
  Marketing and distribution support for our products.

 

We cannot predict or guarantee that either military or commercial entities, in general, will accept or utilize any of our product candidates. Failure to achieve market acceptance would limit our ability to generate revenue and would have a material adverse effect on our business. In addition, if any of our product candidates achieve market acceptance, we may not be able to maintain that market acceptance over time if competing products or technologies are introduced that are received more favorably or are more cost-effective.

 

Risks Related to Third Party Reliance

 

We depend on third parties to assist us in the development of new products extensively, and any failure of those parties to fulfill their obligations could result in costs and delays and prevent us from successfully commercializing our product candidates on a timely basis, if at all.

 

We engage consultants and contract research organizations to help design, develop and manufacture our products. The consultants and contract research organizations we engage provide us critical skills, resources and finished products for sale that we do not have within our own company. As a result, we depend on these consultants and contract research and product supply organizations to deliver our existing automotive products and to perform the necessary research and development to create new products. We may face delays in developing and bringing new products to market if these parties do not perform their obligations in a timely or competent fashion or if we are forced to change service providers.

 

We depend on our collaborators to help us develop and test our proposed products, and our ability to develop and commercialize products may be impaired or delayed if collaborations are unsuccessful.

 

Our strategy for the development, testing and commercialization of our proposed products requires that we enter into collaborations with corporate partners, licensors, licensees and others. Some of these collaborators will be located in India and other countries outside of the United States which pose additional legal and economic risks. We are dependent upon the subsequent success of these other parties in performing their respective responsibilities and the continued cooperation of our partners. Under agreements with collaborators, we may rely significantly on such collaborators to, among other things:

 

  Fund research and development activities with us;
     
  Pay us fees upon the achievement of milestones under STIR and SBIR programs; and
     
  Market with us any commercial products that result from our collaborations.

 

Our collaborators may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to our research and development activities related to our collaborative agreements with them. Our collaborators may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us.

 

The development and commercialization of potential products will be delayed if collaborators fail to conduct these activities in a timely manner, or at all.

 

If various outside vendors and collaborators do not achieve milestones set forth in our agreements, or if our collaborators breach or terminate their collaborative agreements with us, our business may be materially harmed.

 

Our reliance on the activities of our non-employee consultants, research institutions, and scientific contractors, whose activities are not wholly within our control, may lead to delays in development of our proposed products.

 

We rely extensively upon and have relationships with outside consultants and companies having specialized skills to conduct research. These consultants are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us. We have limited control over the activities of these consultants and, except as otherwise required by our collaboration and consulting agreements to the extent they exist, can expect only limited amounts of their time to be dedicated to our activities. These research facilities may have commitments to other commercial and non-commercial entities. We have limited control over the operations of these collaborators and can expect only limited amounts of time to be dedicated to our research and product development goals.

 

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Risks Related to Competition

 

The market for energy storage products, artificial intelligence and machine learning is highly competitive.

 

We expect that our most significant competitors will be large more established companies. These companies are developing products that compete with ours and they have significantly greater capital resources in research and development, manufacturing, testing, obtaining regulatory approvals, and marketing capabilities. Many of these potential competitors are further along in the process of product development and also operate large, company-funded research and development programs. As a result, our competitors may develop more competitive or affordable products, or achieve earlier patent recognition and filings.

 

Our industry is characterized by rapidly evolving technology and intense competition. Our competitors include major multinational energy-storage device and battery companies as well as nanotechnology companies that specialize in micro fluid dynamics and smart surfaces.

 

Many of these companies are well-established and possess technical, research and development, financial and sales and marketing resources significantly greater than ours. In addition, certain smaller nanotechnology companies have formed strategic collaborations, partnerships and other types of joint ventures with larger, well established industry competitors that afford these companies’ potential research and development and commercialization advantages. Academic institutions, governmental agencies and other public and private research organizations are also conducting and financing research activities which may produce products directly competitive to those we are developing. Moreover, many of these competitors may be able to obtain patent protection, obtain regulatory approvals and begin commercial sales of their products before we do.

 

Our competition includes both public and private organizations and collaborations among academic institutions and large companies, most of which have significantly greater experience and financial resources than we do.

 

Private and public academic and research institutions also compete with us in the research and development of nanotechnology products based on micro-fluid dynamics. In the past several years, the nanotechnology industry has selectively entered into collaborations with both public and private organizations to explore the development of new products evolving out of research in micro-fluid dynamics.

 

RISKS RELATED TO FINANCIAL ASPECTS OF OUR BUSINESS

 

We may not be able to raise the required capital to conduct our operations and develop and commercialize our products. We require substantial additional capital resources in order to conduct our operations and develop and commercialize our products and run our facilities. We will need significant additional funds or collaborative partners, or both, to finance the research and development activities of our potential products. Accordingly, we are continuing to pursue additional sources of financing. Our future capital requirements will depend upon many factors, including:

 

  The continued progress and cost of our research and development programs,
     
  The costs in preparing, filing, prosecuting, maintaining and enforcing patent claims,
     
  The costs of developing sales, marketing and distribution channels and our ability to sell the products if developed,
     
  The costs involved in establishing manufacturing capabilities for commercial quantities of our proposed products,
     
  Competing technological and market developments,
     
  Market acceptance of our proposed products, and
     
  The costs for recruiting and retaining employees and consultants.

 

Additional financing through strategic collaborations, public or private equity financings or other financing sources may not be available on acceptable terms, or at all Our prior failure to be timely in our required periodic filings of quarterly and annual financial reports with the SEC may significantly limit our ability to raise additional capital. Additional equity financing could result in significant dilution to our shareholders. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, product candidates or products that we would otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our programs or potential products, any of which could have a material adverse effect on our financial condition or business prospects.

 

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Risks Relating to Earn Out Agreement with the new CEO of the Company

 

As of March 31, 2019, the Company has estimated by application of a Black Scholes option pricing model that $19,656,741 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 2 years and 5 ½ months. The Company will record the compensation expense over the estimated term requisite service or vesting period to earn the conditions of the warrant. There are an estimated 39,313,000 total shares issuable under the warrant on a post-split basis that are attainable under the agreement as of March 31, 2019. Such issuance will cause periodic dilution of the Company’s stock during the course of the Earn-Out period and reductions to book income with respect to the first $15 million in revenues realized by the Company.

 

Risks Relating to Our Debt Financings

 

If we are required for any reason to repay our outstanding debt, we would be required to deplete our working capital, if available, or raise additional funds. Our failure to repay the debt, if required, could result in future legal action against us, which could require y depletion of our working capital.

 

At March 31, 2019 the amount recorded in Current Liabilities for convertible note plus accrued interest thereon previously issued to JMJ Financial was $109,000 and $80,472 respectively. As of March 31, 2019, the aggregate remaining amount of convertible securities held by JMJ could be converted into 47,370,000 pre-split common shares at the conversion floor price of $.004 or 9,497 shares on a post-split basis with a conversion price of $26.

 

As of December 15, 2014, a Convertible Debenture Holder has a Judgment in the amount of approximately $1.6 million entered into by the United States District Court of the Northern District of Illinois.

 

The Company has entered into a Forbearance Agreement, as amended, with John Fife currently its largest debt- holder arising out of a lawsuit and judgment in connection with the default on a Convertible Note in the original principal amount of $550,000 issued on September 13, 2011.

 

On December 10, 2018 this agreement was modified to eliminate the conversion feature of the underlying security. Monthly payments of $15,000 are due and payable on the 15th day of each month through December 15, 2019 with a final payment of $190,000 due and payable on January 15, 2020. Failure to pay such amounts enable Fife to immediately enforce the remaining about of the debt owed by the Company.

 

Under the Judgement Settlement Agreement $310,910 is included in the line item “Current Portion, liabilities, in arears,- Judgement Settlement Agreement” and $580,000 in the line item “Long term portion, liabilities, in arrears,- Judgement Settlement Agreement” in the liabilities section of the Company’s Balance Sheet as of March 31, 2019.

 

Should the Company satisfy this liability under the Judgement Settlement Agreement we would realize a gain on such settlement of approximately $580,000.

 

The Company recorded $11,532 of finance charges for the fiscal year ended June 30, 2018. As of June 30, 2018, $39,468 remained outstanding under this note. During the nine months ended March 31, 2019 and 2018 we incurred $7,976 and $8,273, respectively, of finance charges under this note and at March 31, 2019, $48,392 remained outstanding.

 

On June 25, 2019 mPhase Technologies, Inc., a New Jersey corporation (the “Company”), entered into a Securities Purchase Agreement dated as of June 19, 2019 with Power Up Lending Group, (Lender).

 

The Company issued an 8% Convertible Promissory Note in the principal amount of $78,000 to the Lender with a maturity date of June 19, 2020. The Company received proceeds in the amount of $48,000 and refinance prior indebtedness, of which $48,392 had been recorded as outstanding, owed to the Lender that had been in default. This note becomes due in full, together with accrued interest in June 2020 for approximately $86,000. Should we fail to make such payments, the lender can demand shares of our stock, to satisfy this obligation.

 

mPhase’s stock price has suffered significant declines during the past ten years and remains volatile.

 

The market price of our common stock closed at $7.88 on July 26, 2000 and, despite a significant reverse-split of 5000/1 effective May 22, 2019 is currently at $1.00 as of June 21, 2019. Stocks in microcap companies having stock values below $5.00 per share generally have much more volatility than higher priced stocks. Our common stock is a highly speculative investment and is suitable only for such investors with financial resources that enable them to sustain the loss of their entire investment in such stock. Because the price of our common stock is less than $5.00 per share and is not traded on the NASDAQ National or NASDAQ Small Cap exchanges, it is considered to be a “penny stock,” limiting the type of customers that broker/dealers can sell to. Such customers consist only of “established customers” and “Accredited Investors” (within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended), generally individuals and entities of substantial net worth, thereby limiting the liquidity of our common stock. Finally, the OTC markets group has designated our stock a “shell risk” which causes brokerage firms and their clearing agents to not accept newly issued shares of our common stock for deposit in street name and allow the holder to sell such stock.

 

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Other General Risks

 

We may not be able to raise sufficient capital to market our new products in the areas of artificial intelligence and machine learning and our Smart NanoBattery product applications of our technology on any meaningful scale.

 

We may not be able to obtain the amount of additional capital needed until the Company has established significant and predictable sales and revenues from our technology. We have been successful in the past as a micro-cap development stage company in raising capital; however, recent trends in the capital markets are likely to pose significant challenges for the Company. Factors affecting the availability of capital include:

 

(1) the price, volatility and trading volume of our common stock;
   
(2) future financial results including sales and revenues generated from operations;
   
(3) the market’s view of the business sector of nanotechnology reserve batteries and emergency flashlights; and
   
(4) the perception in the capital markets of our ability to execute our business plan.

 

We have reported net operating losses for each of our fiscal years from our inception in

 

We have reported net operating losses for each of our fiscal years from our inception in 1996 through the present and may not be able to operate profitability in the future.

 

We have had net losses of approximately $213,374,998 since our inception in 1996 and cannot be certain when or if we will ever be profitable. We expect to continue to have net losses for the foreseeable future. We need to raise not less than $5 million in additional cash in the next 12 months through further equity private placements to continue operations and implement the acquisition plans of the Company’s new management including the completion of the acquisitions of AIRobitca and Travel Buddha as well as potentially complete a merger with Scepter Commodities LLC. As of March 31, 2019, we have working capital deficit of approximately ($1,234,393) and a stockholders’ deficit of ($1,793,593).

 

Our independent auditor’s report expresses doubt about our ability to continue as a going concern.

 

The reports of the Company’s outside auditors Assurance Dimensions, and its prior auditors D’Arelli Pruzansky, P.A., Demetrius Berkower, LLC., Rosenberg, Rich, Baker, Berman & Company, and Arthur Andersen & Co., with respect to its latest audited reports on Form10-K for each of the fiscal years commencing in the fiscal year ended June 30, 2001 through the fiscal year ended June 30, 2018, stated that “there is substantial doubt of the Company’s ability to continue as a going concern.” Such opinion from our outside auditors makes it significantly more difficult and expensive for the Company to raise additional capital necessary to continue our operations.

 

RISK FACTORS RELATED TO OUR OPERATIONS

 

We have not to date had completed final military or commercial development of our flagship product, the Smart NanoBattery.

 

We have derived no material revenues from our Smart NanoBattery from inception of development in February 2004 through March 31, 2019.

 

The loss of future potential investments by prior officer and directors could adversely affect our business

 

Management and employment contracts with all of our officers prior to January 11, 2019 have expired and no assurances can be given that such executives will continue to invest in the Company or that the Company will be able to successfully enter into agreements with such key executives. All of our prior officers have made significant investments in the Company in the form of equity periodic purchases of common stock and bridge loans and been granted stock and stock options that are intended to represent a key component of their compensation. Such grants may not provide the intended incentives to such officers to continue investing in our common stock if our stock price declines or experiences significant volatility. In addition our three corporate officers accumulated past accrued and unpaid salaries in the aggregate amount of approximately $538,777 certain notes and accrued interest were settled for stock and an amended conversion feature during the FYE June 30, 2017 and portions of the fiscal year ended June 30, 2018 and have and have agreed to convert such amounts into common stock of the Company.

 

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RISKS RELATED TO OUR TARGETED MARKETS

 

The sale of new high technology products often has a long lead-time and a multiplicity of risks.

 

Commercialization of new technology products often has a very long lead time since it is not possible to predict when major companies will license such technology for sale to their customers. The scientific disciplines of artificial intelligence, machine learning, nanotechnology and microfluidics used to develop our Smart NanoBattery are each in their very early stages and acceptance and demand for such products can often be a long evolutionary process.

 

The sciences of artificial intelligence, machine learning and nanotechnology is at a very early stage as disciplines and each is subject to great uncertainty and swift changes in technology.

 

Microfluid dynamics and the manipulation of materials of nano size and dimensions is a very new science and the creation of new products is dependent upon new and different properties of such materials created that will result in many uncertain applications and rapid change. The evolution of nanotechnology as a new science adds greater uncertainty to new applications and new and improved product introductions is unpredictable. Artificial intelligence and machine learning are even newer sciences and are subject to many uncertain future developments.

 

We may not be able to create new products from our intellectual property using microfluidics that will be acceptable in water purification, oil separation from water and other environment markets.

 

The market for “green” products and solutions is characterized by changing regulatory standards, new and improved product introductions, and changing customer demands.

 

Large companies such as General Electric with great resources are currently focusing significant monies for new solutions. Large Companies such as Microsoft have made significant in- roads to date in the areas of artificial intelligence and machine learning owing to their substantial capital resources and focused and committed research and development.

 

Our future success will depend upon our ability to achieve compelling technology innovations that are economic and practical to produce in large quantities. Success in new technology, products and services is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering and development personnel, and the accurate anticipation of technological and market trends. We may not be able to identify, develop, market or support new or enhanced technology, products, or services on a timely basis, if at all, owing to our size and limited financial resources.

 

The commercialization of many applications of our technologies will depend on our ability to establish strategic relationships with commercial partners.

 

We are seeking commercial partners with established lines of business and greater financial resources than our own. Such partners may not place the priority that we do on joint projects because the success or failure of such projects is not as material to other existing well- developed lines of business.

 

Our Smart NanoBattery and our potential applications of our technology are components of end products and therefore our products are tied to the success of such end products.

 

The compelling need for critical mission batteries and other applications of our nanotechnology will depend upon both military and commercial needs going forward and the demand for our products as components. Thus, the success of our Smart NanoBattery and other applications of our technology will depend upon the continuing need for the end user products and market demand.

 

The sale of new high technology products often has a long lead-time and a multiplicity of risks.

 

Commercialization of new technology products often has very long lead time since it is not possible to predict when major companies will license such technology for sale to their customers. The science of artificial intelligence and machine learning as well as nanotechnology and microfluidics used to develop our Smart NanoBattery are each in their very early stages and acceptance and demand for such products can often be a long evolutionary process.

 

The science of nanotechnology is at a very early stage as a discipline and is subject to great uncertainty and swift changes in technology.

 

Microfluid dynamics and the manipulation of materials of nano size and dimensions is a very new science and the creation of new products is dependent upon new and different properties of such materials created that will result in many uncertain applications and rapid change. The evolution of nanotechnology as a new science adds greater uncertainty to new applications and new and improved product introductions is unpredictable.

 

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Our future success will depend upon our ability to achieve compelling technology innovations that are economic and practical to produce in large quantities. Success in new technology, products and services is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering and development personnel, and the accurate anticipation of technological and market trends. We may not be able to identify, develop, market or support new or enhanced technology, products, or services on a timely basis, if at all, owing to our size and limited financial resources.

 

General Risks Relating to Our Business

 

We depend on key personnel for our continued operations and future success, and a loss of certain key personnel could significantly hinder our ability to move forward with our business plan.

 

Because of the specialized nature of our business, we are highly dependent on our ability to identify, hire, train and retain highly qualified scientific and technical personnel for the research and development activities we conduct or sponsor. The loss of one or more certain key executive officers, or scientists, would be significantly detrimental to us. In addition, recruiting and retaining qualified scientific personnel to perform research and development work is critical to our success. Our anticipated growth and expansion into areas and activities requiring additional expertise, such as new applications for “smart surfaces”, manufacturing and marketing, will require the addition of new management personnel and the development of additional expertise by existing management personnel. Despite the current economic conditions and job market there is significant competition for qualified personnel in the areas of our present and planned activities, and there can be no assurance that we will be able to continue to attract and retain the qualified personnel necessary for the development of our business. The failure to attract and retain such personnel or to develop such expertise would adversely affect our business.

 

Our insurance policies are limited in scope and coverage and may potentially expose us to unrecoverable risks.

 

We do not carry director and officer insurance and have limited commercial insurance policies. Any significant insurance claims would have a material adverse effect on our business, financial condition and results of operations. Insurance availability, coverage terms and pricing continue to vary with market conditions. We endeavor to obtain appropriate insurance coverage for insurable risks that we identify, however, we may, due to limited financial resources, be unable to correctly cover those risks that we can anticipate or quantify as insurable risks. We may not be able to obtain appropriate insurance coverage, and insurers may not respond as we intend to cover insurable events that may occur. We have observed rapidly changing conditions in the insurance markets relating to nearly all areas of traditional corporate insurance. Such conditions have resulted in higher premium costs, higher policy deductibles, and lower coverage limits. For some risks, we may not have or maintain insurance coverage because of cost or availability.

 

We have no product liability insurance, which may leave us vulnerable to future claims we will be unable to satisfy.

 

The testing, manufacturing, marketing and sale of consumer products entail an inherent risk of product liability claims, and we cannot assure you that substantial product liability claims will not be asserted against us. We have no product liability insurance. In the event we are forced to expend significant funds on defending product liability actions, and in the event those funds come from operating capital, we will be required to reduce our business activities, which could lead to significant losses.

 

We cannot assure you that adequate insurance coverage will be available in the future on acceptable terms, if at all, or that, if available, we will be able to maintain any such insurance at sufficient levels of coverage or that any such insurance will provide adequate protection against potential liabilities. Whether or not a product liability insurance policy is obtained or maintained in the future, any product liability claim could harm our business or financial condition.

 

We presently have members of management and other key employees located in various locations throughout the country which adds complexities to the operation of the business.

 

Presently, we have members of management and other key employees located in both Connecticut and New York and Maryland, which adds complexities to the operation of our business.

 

We face risks related to compliance with corporate governance laws and financial reporting standards.

 

The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, referred to as Section 404, have materially increased our legal and financial compliance costs and made some activities more time-consuming and more burdensome.

 

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We may not be able to adequately defend against piracy of intellectual property in foreign jurisdictions.

 

Considerable research in the areas of micro fluid dynamics is being performed in countries outside of the United States, and a number of potential competitors are located in these countries. The laws protecting intellectual property in some of those countries may not provide adequate protection to prevent our competitors from misappropriating our intellectual property. Several of these potential competitors may be further along in the process of product development and also operate large, company-funded research and development programs. As a result, our competitors may develop more competitive or affordable products, or achieve earlier patent protection or product commercialization than we are able to achieve. Competitive products may render any products or product candidates that we develop obsolete.

 

We may incur substantial expenditures in the future in order to protect our intellectual property.

 

We believe that our intellectual property with respect to our Smart NanoBattery , our proprietary rights with respect to the Company’s permeable membrane design consisting of both micro and nano scale silicon features that are coated with a monolayer chemistry used to repel liquids, and our recent entry into the area of artificial intelligence and machine learning are critical to our future success. The Company’s current battery related patent portfolio consists of Smart Surfaces technologies. Our pending patent applications may never be granted for various reasons, including the existence of conflicting patents or defects in our applications. Even if additional U.S. patents are ultimately granted, there are significant risks regarding enforcement of patents in international markets. There are many patents being filed as the science of nanotechnology develops and the Company has limited financial resources compared to large, well established companies to bring patent litigation based upon claims of patent infringement.

 

 19 
   

 

FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as “may,” “assumes,” “forecasts,” “positions,” “predicts,” “strategy,” “will,” “expects,” “estimates,” “anticipates,” “believes,” “projects,” “intends,” “plans,” “budgets,” “potential,” “continue” and variations thereof, and other statements contained in this prospectus, regarding matters that are not historical facts and are forward-looking statements. Because these statements involve risks and uncertainties, as well as certain assumptions, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to risks inherent in: our early stage of development, including a lack of operating history, lack of profitable operations and the need for additional capital; the development and commercialization of largely novel and unproven technologies and products; our ability to protect, maintain and defend our intellectual property rights; uncertainties regarding our ability to obtain the capital resources needed to continue research and development operations and to conduct research; uncertainty regarding our overall ability to compete effectively in a highly complex, rapidly developing, capital intensive and competitive industry. See “Risk Factors” set forth herein for a more complete discussion of these factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Forward-looking statements include our plans and objectives for future operations, including plans and objectives relating to our products and our future economic performance. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development and commercialization of our technologies, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, we cannot assure you that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of any such statement should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

 

USE OF PROCEEDS

 

We will receive no proceeds from the sale of shares of Common Stock offered by the selling stockholders.

 

DETERMINATION OF OFFERING PRICE

 

The selling stockholders may sell their shares in the over-pink sheet market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices.

 

 20 
   

 

SELLING SECURITY HOLDERS

 

The following table details the name of each selling stockholder, the number of shares owned by that selling stockholder, and the number of shares that may be offered by each selling stockholder for resale under this prospectus. The selling stockholders may sell up to 10,477,800 shares of our Common Stock from time to time in one or more offerings under this prospectus. Because each selling stockholder may offer all, some or none of the shares it holds, and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that will be held by each selling stockholder after the offering can be provided. The following table has been prepared on the assumption that all shares offered under this prospectus will be sold to parties unaffiliated with the selling stockholders.

 

Name  Number of
Shares of
Common Stock
 
     
Ace Fenimore LLC   15,000 
      
ADMK Holdings LLC   221,775 
      
American European Insurance Company   3,000 
      
Yehuda ASSAF   1,750 
      
Charlote Atlas   40,000 
      
Belsky Family Foundation, Inc.   80,000 
      
Abraham Belsky   135,834 
      
Anshu Bhatnager   2,620,899 
      
Abraham Biderman   9,016 
      
David Biderman   5,000 
      
Robert Brantl2   

3,750

 
      
Bnos Devorah Inc.   50,000 
      
Colel Chabad   7,500 
      
Congregation Chazon Avrohom   674,834 
      
Congregation Kahal Minchas Chinuch   1,250 
      
Congregation Torah Utefilah, Inc.   10,000 
      
Patricia J. Dotoli   889,759 
      
Karen A Durando   2,288,955 
      
Eagle Strategic Advisers, LLC   292,204 

 

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Necdet F. Ergul   4,843 
      
Fargil Realty, LLC   40,000 
      
Abraham Feigenbaum   5,000 
      
Melvin Feigenbaum   10,000 
      
Morris Fuchs   85,000 
      
Elyakum Green   7,500 
      
Chaim Gross   55,000 
      
American European Insurance Group   25,000 
      
Alexander Hasenfeld Inc. Profit Sharing and Retirement Plan   

3,000

 
      
Hoch Family Equities   15,000 
      
Joseh Hoch   32,500 
      
HSI Partnership   5,750 
      
Eddie Hsu   31,000 
      
Alex A Janklowicz   70,000 
      
Brian Kelly   5,000 
      
Jacob Kohn   5,000 
      
Levilev Family Trust/Joseph Levilev TTEE   40,000 
      
Levilev Family Trust/Joseph Levilev TTEE   320,000 
      
Eagle Advisors LLC   154 
      
Raizel Mandelbaum   12,500 
      
Beth Mayer   112,000 
      
Timothy J McCarthy   428 

 

 22 
   

 

NCL Family Trust   20,000 
      
J Michael Parish   1,000 
      
RABD Capital, LLC   7,740 
      
257-261 20th Ave Realty, LLC   667 
      
George Rieder   113,775 
      
Leslie Rieder   1,340 
      
Yussi Rieder   1,334 
      
Riverside Properties LLC   52,750 
      
Judyr Rooz   92,000 
      
David Rosenberg   45,034 
      
Martin Smiley   1,047,281 
      
David J Smith   100,000 
      
Spraybreak & Co.   1,520 
      
Alan R Steen   14,370 
      
Chaim Stefansky   10,003 
      
Nachum Stein   52,750 
      
Murray Sternfeld   14,847 
      
Philip Strauss   60,000 
      
Edward Suozzo   88,600 
      

688 New Dorp Lane,LLC E.Suozzo Mng. Mbr

   

46,400

 
      
EJS Restoration Trust, E. Suozzo ttee   

100,000

 
      
EJS Family Trust E. Suozzo ttee   

100,000

 
      
Eliazer Susna   24,001 
      
Tamir Law Group PC   113,334 
      
Tower 50 Partners LP   770 
      
Charlotte Atlas CPA Trust   40,000 

 

 23 
   

 

Werdiger Family Foundation Inc.   1,334 
      
Solomon Werdiger   18,350 
      
Rivka Wolmark   25 
      
Joshua Zeitman   73,374 

 

(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. As of June 30, 2019, the Company had 11,886,987 shares of Common Stock issued and outstanding.

 

(2) Assumes the sale of all shares included in this prospectus.

 

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PLAN OF DISTRIBUTION

 

Each selling stockholder and any of its pledges, assignees and successors-in-interest may, from time to time, sell any or all of its shares of Common Stock on the pink sheets or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

 

  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
  an exchange distribution in accordance with the rules of the applicable exchange;
  privately negotiated transactions;
  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
  broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
  a combination of any such methods of sale; or
  any other method permitted pursuant to applicable law.

 

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The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

 

A selling stockholder or its pledges, donates, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. A selling stockholder cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholder. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

 

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholder, but excluding brokerage commissions or underwriter discounts.

 

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. No selling stockholder has entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

 

A selling stockholder may pledge its shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholder and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholder or any other such person. In the event that the selling stockholder is deemed affiliated with purchasers or distribution participants within the meaning of Regulation M, then the selling stockholder will not be permitted to engage in short sales of Common Stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. Not only is the selling stockholder contractually restricted from engaging in short sales but in the event any such short sale is deemed to be a stabilizing activity, then the selling stockholder will not be permitted to engage in a short sale of our Common Stock. All of these limitations may affect the marketability of the shares.

 

If the selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the Common Stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

This prospectus includes 10,477,800 shares of our Common Stock offered by the selling stockholders which constitutes approximately 88% of out currently outstanding Common Stock. The following description of our Common Stock is only a summary. You should also refer to our certificate of incorporation and bylaws, which have been filed as exhibits to the registration statement of which this prospectus forms a part.

 

We are authorized to issue 25,000,000 shares of Common Stock of $.01 par value per share. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of Common Stock are entitled to receive proportionately any dividends as may be declared by our board of directors. Our outstanding shares of Common Stock are fully paid and non-assessable. Holders of shares of Common Stock have no conversion, preemptive or other subscription rights, and there is no redemption or sinking fund provisions applicable to the Common Stock.

 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

The validity of the shares offered hereby will be passed upon for us by Martin Smiley, Esq, General Counsel to the Company. With this exception, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company. Nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

 

DESCRIPTION OF BUSINESS

 

Overview

 

mPhase, a New Jersey corporation founded in 1996, is a publicly-held company with over 23,000 shareholders and 11,886,967 shares of Common Stock outstanding as of June 30, 2019. The Company’s Common Stock is traded on the pink sheets under the ticker symbol XDSL. We are headquartered in Gaithersburg, Maryland.

 

As of January 11, 2019, the Company has undergone a change of control and management Mr. Anshu Bhatnagar become the new President and Chief Executive Officer of the Company replacing Mr. Ronald Durando who resigned from such position. In addition, all of the former Officers and Directors of the Company have each resigned their positions. On January 28, 2019 Mr. Smiley, the former CFO of the Company, was reappointed as CFO. On June 6, 2019 Mr. Smiley resigned as CFO of the Company and Mr. Christopher Cutchens was appointed as CFO.

 

As a result of the change in management the Company is commencing entry into the sciences of Artificial Intelligence and Machine Learning. The new management of the Company believes that this will accelerate the completion and deployment of revenue generating products from the Company’s existing patent portfolio by modifying and updating such products.

 

Prior to January 11, 2019, mPhase was a company specializing only in microfluidics, microelectromechanical systems (MEMS) and nanotechnology. mPhase is commercializing its first nanotechnology-enabled product for military and commercial applications - The Smart NanoBattery providing Power on Command™. The new patented and patent pending battery technology, based on the phenomenon of electrowetting, offers a unique way to store energy and manage power. Features of the Smart NanoBattery include potentially infinite shelf life, environmentally friendly design, fast ramp to power, programmable control, and direct integration with microelectronic devices.

 

The platform technology behind the Smart NanoBattery is a porous nanostructured material used to repel and precisely control the flow of liquids. The material has a Smart Surface that can potentially be designed for self-cleaning applications, water purification/desalination, liquid filtration/separation, and environmental cleanup. mPhase has completed a Phase II Small Business Technology Transfer Program (STTR) grant, part of the Small Business Innovation Research (SBIR) program, from the U.S. Army for continued development of a reserve Smart NanoBattery for a critical computer memory application.

 

Since our inception in 1996, we have been a development-stage company and operating activities have related primarily to research and development, establishing third-party manufacturing relationships and developing product brand recognition. In December 2007 the Company ceased further activities with respect to its prior telecommunications equipment products which have been treated as a Discontinued Business effective June 30, 2010. Since January 2008, the Company has focused primarily upon development of our smart reserve battery, and other battery and illuminator products as well as establishing a patent portfolio of intellectual property for “smart surfaces” in the field of nanotechnology.

 

Description of Operations

 

Microfluidics, MEMS, and Nanotechnology

 

In February 2004, mPhase entered the business of developing new products based on materials whose properties and behavior are controlled at the micrometer and nanometer scales. (For reference, a micrometer or micron is equal one millionth (10 -6) of a meter and a nanometer is one billionth (10 -9) of a meter – the scale of atoms and molecules. A human hair is approximately 50 microns in diameter, or 50,000 nanometers thick.) The Company has expertise and capabilities in microfluidics, microelectromechanical systems (MEMS), and nanotechnology. Microfluidics refers to the behavior, precise control and manipulation of fluids that are geometrically constrained to a small, typically micrometer scale. MEMS is the integration of mechanical elements, sensors, actuators, and electronics on a common silicon substrate through microfabrication technology. Nanotechnology is the creation of functional materials, devices and systems through control of matter (atoms and molecules) on the nanometer length scale (1-100 nanometers), and exploitation of novel phenomena and properties (physical, chemical, biological, mechanical, electrical) at that length scale. In its Smart NanoBattery, mPhase exploits the physical phenomenon of electrowetting by which a voltage is used to change the wetting properties of a liquid/solid interface at the nanometer scale. Through electrowetting, mPhase can change a surface from what is referred to as a hydrophobic (“water repelling”) state to a hydrophilic (“water attracting”) state. In the hydrophobic state, the water beads up or is repelled by the surface. In the hydrophilic state, the water spreads out or is absorbed by the surface. The ability to electronically control the wetting characteristics of a surface at the nanometer scale forms the basis of mPhase’s nanotechnology operations and intellectual property portfolio.

 

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In the Smart NanoBattery application, mPhase uses electrowetting as a new technique to activate or literally “turn on” a battery once it is ready to be used for the first time. At the heart of the Smart NanoBattery is a porous, nanostructured superhydrophic or superlyophobic membrane designed and fabricated by mPhase. The so-called superhydrophobic membrane applies to water and the superlyophobic membrane applies to nonaqueous or organic liquids such as ethanol or mineral oil. The difference between the two membrane types lies in the nanoscale architecture at the surface. By virtue of its superhydrophobic or superlyophobic character, the membrane, although porous, is able to physically separate the liquid electrolyte from the solid electrodes so that the battery remains dormant or inactive, thus providing no voltage or current until called upon. This electrolyte-electrode separation gives the battery the feature of potentially unlimited shelf life and the benefit of being always ready when needed, which is not necessarily the case for conventional batteries. Electrowetting alters the liquid/membrane interface so that the liquid is now able to flow over the membrane’s surface and rapidly move through the pores where it is able to contact the solid electrode materials located on the other side of the membrane.

 

mPhase uses MEMS to precisely control the machining of silicon-based materials at the micrometer and nanometer scales. This ability has led to the Company’s proprietary membrane design that controls the wetting and movement of liquids on a solid surface. mPhase uses microfluidics to control the flow of liquid electrolyte through the porous membrane and this is also the basis for other possible applications such as self-cleaning surfaces, filtration and separation and liquid delivery systems.

 

History of Nanotechnology Operations

 

Smart NanoBattery

 

mPhase Technologies along with Bell Labs jointly conducted research from February 2004 through April 2007 that demonstrated control and manipulation of fluids on superhydrophobic and superlyophobic surfaces to create a new type of battery or energy storage device with power management features obtained by controlling the wetting behavior of a liquid electrolyte on a solid surface. The scientific research conducted set the ground work for continued development of the Smart NanoBattery and formed a path to commercialization of the technology for a broad range of market opportunities. During 2005 and 2006, the battery team tested modifications and enhancements to the internal design of the battery to optimize its power and energy density characteristics, as well as making engineering improvements that were essential in moving the battery from a zinc-based chemistry to a commercial lithium-based chemistry that can be manufactured on a large scale. The Company began its efforts by entering into a $1.2 million 12-month Development Agreement with the Bell Labs division of Alcatel/Lucent for exploratory research of control and manipulation of fluids on superhydrophobic surfaces to create power cells ( batteries) by controlling wetting behavior of an electrolyte on nanostructured electrode surfaces. The goal was to develop a major breakthrough in battery technology creating batteries with longer shelf lives as the result of no direct electrode contact (meaning no power drain prior to activation). The Company extended its development effort twice for an additional two years ending in March 2007 and for two additional periods thereafter through July 5, 2007. During this time, the technical focus shifted from trying to separate the liquid electrolyte from nanostructured electrodes to developing a nanostructured membrane that could physically separate the liquid electrolyte from the solid electrodes. mPhase also began working with the Rutgers University Energy Storage Research Group (ESRG) in July 2005 to conduct contract research in advanced battery chemistries involving lithium.

 

This work involved characterizing and testing materials that could be used in the mPhase battery. In July 2007, the relationship shifted to a collaboration focused on developing a memory backup battery needed by the U.S. Army. The work was funded through a Phase I Small Business Transfer grant.

 

The Company decided in September 2007 to transfer its development work out of Bell Labs (Alcatel/Lucent) in order to broaden its nanotechnology product commercialization efforts. Prior to such time mPhase was limited to development using zinc-based batteries since Bell Labs did not have facilities to handle lithium chemistry. mPhase continued to work with Rutgers ESRG that has facilities capable of handling lithium battery development and also engaged in work with other companies to supply essential components, fabricate prototypes, and plan manufacturing approaches. These companies included a well-respected silicon foundry and battery manufacturer.

 

In February 2008, the Company announced that a prototype of its Smart NanoBattery was successfully deployed in a gun-fired test at the Aberdeen Proving Ground at Maryland. The test was conducted by the U.S. Army Armament Research and Development and Engineering Center (ARDEC) of Picatinny, New Jersey. The battery not only survived the harsh conditions of deployment at a gravitational force in excess of 45,000 g, but was also flawlessly activated in the process.

 

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In March 2008, mPhase announced that it had been invited to submit a proposal for a Phase II STTR grant based upon the successful work it had performed on the Phase I grant to develop a version of the Smart NanoBattey referred to as the multi-cell, micro-array reserve battery for a critical U.S. Army memory backup application. The Phase II grant in the gross amount of $750,000 (net $500,000) was granted to the Company in the middle of September 2008. In March 2008, the Company also announced the successful transfer to a commercial foundry of certain processes critical to the manufacturing of its Smart NanoBattery. This enabled fabrication of the porous membranes for the multi-cell, micro-array reserve battery mentioned above. The Company successfully manufactured nanostructured membranes at the foundry that are essential to commercial production of the battery. By achieving a series of delayed activations, the shelf-life and continuous run-time of such battery is increased to a period of time in excess of twenty years. In April 2008, the Company announced that it had successfully activated its first Smart NanoBattery prototype by electrowetting using a hard-wired configuration and a remotely-activated device. Remote activation plays a key role in providing power to wireless sensors systems and RFID tags.

 

Also, in April 2008, the Company announced that it had successfully produced its first lithium-based reserve battery with a soft or pouch package and breakable separator (in place of the electrowettable membrane) that relies on mechanical rather than electrical activation to provide Power on Command™. The Company believes that it is a significant milestone in moving from a low energy density zinc-based battery to a higher energy density lithium-based battery towards proving that the Smart NanoBattery will eventually be economically and commercially viable.

 

In fiscal years ended June 30, 2009 and June 30, 2010, the Company focused upon further development of its Smart Nano Battery under a Phase II STTR grant from the U.S. Army as a potential reserve battery for a back-up computer memory application for a weapons system. The Company completed this Phase II Army grant in the fall of 2010. On November 12, 2010, the Company announced that it had successfully triggered and activated its first functional multi-cell smart nano battery. Triggering and activation of the cells of the battery were achieved by using the technique of electrowetting or programmable triggering. Triggering was accomplished by applying a pulse of electrical energy to a porous, smart surface membrane located inside each cell in the battery causing the electrolyte to come in contact with the cell’s electrodes, creating the chemical reaction to produce voltage inside of the multi-cell battery. The multi-cell battery consists of a matrix of 12 individual cells populated with an electrode stack consisting of lithium and carbon monofluoride materials with each rated at 3.0 volts. Using a custom designed circuit board for testing, each of the cells in the battery were independently triggered and activated without affecting any of the non-activated cells in the multi-cell configuration. Each cell in the battery has a very long shelf-life prior to triggering.

 

On February 9, 2011, the Company announced that it had signed a 3 year Cooperative Research and Development Agreement (CRADA) with the U.S. Army Armament Research, Development, and Engineering Center (ARDEC) at Picatinny, New Jersey, to continue to cooperatively test and evaluate the mPhase Smart NanoBattery, including new design features functionally appropriate for DoD based systems requiring portable power sources. The army researchers are evaluating the prototypes using the Army’s testing facilities at Picatinny Arsenal in New Jersey in order to determine applicability of the technology to gun fired munitions and potentially to incorporate the technologies into research and development and other programs sponsored by Picatinny. The Research Agreement is supported by the Fuze & Precision Armaments Technology Directorate

 

From 2011 through January 2019 the Company continued to add to and manage its patent portfolio primarily consisting of “Smart Surfaces” through the sciences of nanotechnology, microfluidics and material science engineering.

 

 29 
   

 

Patents and Trademarks

 

Our Intellectual Property

 

Various aspects of the mPhase technology are protected by patents either owned directly by the Company or with respect to which the Company has full sub-licensing rights. The Company’s current battery related patent portfolio consists of seven issued patents, of which one is jointly owned with Rutgers University, two are jointly owned with Lucent Technologies and four are licensed from Lucent Technologies. These cover such aspects of the technology as the ability to use electrowetting to create a moveable liquid lens, methodology and apparatus for reducing friction between a fluid and a body, methodology for etching planar silicon substrates to develop a reserve battery device, methodology and apparatus for controlling the flow resistance of a fluid on nanostructured or microstructured surfaces, methodology for creating a structured membrane with controllable permeability, methodology for a nanostructured battery with end of life cells, and methodology for making a multi-cell battery system with multiple chemistries in each individual cell of the battery pack. Some of these patents are specific to the development of a battery device while others are more generalized. The Company also has four patent applications related to the Smart Surfaces technology that have been filed with the United States Patent Office and other foreign patent offices and that are in various stages of examiner review, as well as four additional patent applications related to other Smart Surfaces technologies under review.

 

Employees

 

Currently we have two full-time employees. We also use the services of numerous outside consultants in business and scientific matters. We believe that we have good relations with our employees and consultants.

 

Competition

 

The nanotechnology and battery industries as well as the disciplines of artificial intelligence and machine learning are characterized by rapidly evolving technology and intense competition. Our competitors include major multinational companies, specialty nanotechnology companies and energy storage products companies. Many of these companies, including Microsoft are well-established and possess technical, research and development, financial and sales and marketing resources significantly greater than ours. In addition, certain smaller nanotechnology companies have formed strategic collaborations, partnerships and other types of joint ventures with larger, well established industry competitors that afford these companies’ potential research and development and commercialization advantages. Academic institutions, governmental agencies and other public and private research organizations are also conducting and financing research activities which may produce products directly competitive to those we are developing. Moreover, many of these competitors may be able to obtain patent protection and begin commercial sales of their products before we do.

 

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DESCRIPTION OF PROPERTY

 

Our headquarters is located in 9841 Washingtonian Boulevard, Suite 390, Gaithersburg, MD 20878. The lease for this office, since January 11, 2019; which presently is month to month, is charged at a monthly cost of $1,350 ($16,200 annually).

 

LEGAL PROCEEDINGS

 

From time to time the Company may be involved in various legal proceedings in the ordinary course of business.

 

 31 
   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as “may,” “assumes,” “forecasts,” “positions,” “predicts,” “strategy,” “will,” “expects,” “estimates,” “anticipates,” “believes,” “projects,” “intends,” “plans,” “budgets,” “potential,” “continue” and variations thereof, and other statements contained in this prospectus, regarding matters that are not historical facts and are forward-looking statements. Because these statements involve risks and uncertainties, as well as certain assumptions, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to risks inherent in: our early stage of development, including a lack of operating history, lack of profitable operations and the need for additional capital; the development and commercialization of largely novel and unproven technologies and products; our ability to protect, maintain and defend our intellectual property rights; uncertainties regarding our ability to obtain the capital resources needed to continue research and development operations; uncertainty regarding our overall ability to compete effectively in a highly complex, rapidly developing, [capital intensive] and competitive industry. See “Risk Factors” set forth herein for a more complete discussion of these factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Forward-looking statements include our plans and objectives for future operations, including plans and objectives relating to our products and our future economic performance. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development and commercialization of our technologies, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, we cannot assure you that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of any such statement should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

 

OVERVIEW

 

The following discussion should be read in conjunction with the financial statements and notes thereto included in this prospectus.

 

We are a nanotechnology company focused on developing and commercializing reserve batteries and other products with “smart surfaces” in the emerging fields of micro fluid dynamics and nanotechnology. On January 11, 2019 the Company underwent a major change in management and control and as a result it is also focusing on development of software platforms and other products associated with the areas of artificial intelligence and machine learning. Effective May 22, 2019 the Company completed a 5,000/1 reverse split of its Common Stock reducing its shares of authorized common stock to 25 million shares. As part of the January 11, 2019 change of control of the Company a new class of 1,000 shares of super voting preferred stock were issued to the new CEO of the Company.

 

Plan of Operations

 

While we continue to pursue research and development in connection with our work on smart surfaces, we are increasingly focused on the identification and development of product candidates utilizing our technology in both commercial and military arenas. This now includes broadening our technology to include the areas of artificial intelligence and machine learning. We cannot, however, predict the amount and timing of future revenues. We do not expect sufficient revenues to cover our expenses for the foreseeable future and expect to continue to fund our operations primarily from outside capital investments including debt financings and private placements of our common stock.

 

Strategy

 

The Company is seeking to identify strategic partners with significant financial resources through the current valuation of its patent portfolio. The Company believes that its patents as well as its development efforts in the scientific area of microfluidics and “smart surfaces” may provide compelling solutions as part of products and strategies of other companies in the area of energy storage related product. Finally, the Company intends to continue to pursue acquisitions of privately-held companies that have innovative products that are synergistic with the Company’s strategy of introducing new high-growth products in the areas of artificial intelligence and machine learning to the market that will enhance and accelerate the Company’s growth of revenues.

 

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In April 2016 the prior management of the Company determined to discontinue our then primary revenue generating product which was a Jump Starter for automotive batteries line of products owing to increased competition from China and eroding margins. We have had limited resources dedicated to protecting our technology and recapitalizing the Company. During our last two fiscal years ending June 30, 2018 and 2017, we have focused our operating activity primarily at implementing a plan to monetize our existing intellectual property portfolio and restructuring our debt obligations. On December 10, 2018, the Company entered into an amendment to the Judgment Settlement Agreement with John Fife which we believe significantly enhanced the opportunity to complete our Debt restructuring.

 

On January 11, 2019, the Company executed contracts including a “Transition Agreement”, together with our prior management and Mr. Bhatnagar whereby Mr. Bhatnagar acquired control of the Company. The Transition Agreement provides the protocol that allows our new management to review our intellectual property portfolio and implement its current plan of operation. The Company is continuing to implement undertakings already in process to extinguish specific debts and settle or reduce other liabilities outstanding within six (6) months of January 11, 2019. Such effort will enable the Company to be in a position to continue to implement a plan to monetize our technology and continuing the prior management’s plan to (i) reduce liabilities to an acceptable level,(ii) streamline internal financial information and update to best practices our corporate governance and that of our subsidiaries The foregoing will allow us to, formulate and implement a revised plan of operations based upon the status of each potential application of our legacy intellectual property portfolio as well as estimate cost and time frames to commercial deployment., including:

 

(a)- further development of new “smart surface” products through the sciences of microfluidics, micro-electromechanical systems (MEMS) and nanotechnology.

 

(b)- continued development of our patented Drug Delivery Systems.

 

(c)- completing our first nanotechnology-enabled product for military and commercial applications - the Smart NanoBattery providing Power on Command™. Our patented and patent-pending battery technology, based on the phenomenon of electrowetting, offers a unique way to store energy and manage power that could revolutionize the battery industry. Features of the Smart NanoBattery include potentially infinite shelf life, environmentally friendly design, fast ramp to power, programmable control, and direct integration with microelectronic devices.

 

In addition, Mr. Bhatnagar intends to broaden the Company’s existing lines of business in order to accelerate revenue growth through acquisitions of companies and products focused upon proprietary software for artificial intelligence and machine learning applications.

 

Subsequent to March 31, 2019, the Company acquired the rights, software and code to the technology platform utilized by the Travel Buddhi division in India, for $115,000. Amortization will be computed using the straight-line method over the estimated useful life of the asset.

 

Effective May 22, 2019 the Company completed a 5000/1 Reverse Split of its Common Stock.

 

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CRITICAL ACCOUNTING POLICIES

 

The Company’s critical accounting policies are as follows:

 

Convertible Instruments - The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815.

 

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments in accordance with EITF 00-19. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described).

 

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with the provisions of ASC 470 20 “Debt with Conversion Options” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

 

Transactions With New Management

 

On January 11, 2019 the Company agreed to an employment agreement with Mr. Bhatnagar which includes annual compensation for a period of five (5) years with annual salary of $275,000. Also included as compensation was the issuance of restricted shares of common stock of the Company equal to 20% pre-split or 13,109,494,031, of the number of shares outstanding, after giving effect to the shares reserved under the agreements, (“Signing Shares”) on January 11, 2019 to Mr. Bhatnagar.; And a warrant agreement (s) with provisions to acquire up to 80% (the warrant cap) of the Company’s common stock based upon the Company increasing revenues’;

 

During the three and nine months ended March 2019, the Company charge to expense $1,310,449, based upon the closing price of the Company’s common stock on January 11, 2019, for the issuance of 2,621,899 post-split shares of common stock in connection with his employment contract, as discussed in Note 3.

 

During the three-month and nine-month periods ended March 31, 2019 the Company charge to expense and included in accrued expenses at March 31, 2019, $61,111 and $4,938 of compensation expense and related fringe costs for amounts due under the employment contract to Mr. Bhatnagar as our President, as well as $3,571 for facility use and support costs at our Maryland office, to Verus International, Inc. (ticker symbol “VRUS”) a publicly-held company, for which Mr. Bhatnagar is also the President and CEO.

 

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TRANSACTIONS WITH OUTGOING MANAGEMENT

 

TRANSACTIONS WITH OFFICERS

 

The officers of the Company have made working capital loans to the Company from time to time. These loans, together with accrued interest at 6% totaled $53,712 and $777,912 at March 31, 2019 and June 30, 2018, respectively. The Company recorded $3,724 and $28,545 for interest on these loans during the nine months ended March 31, 2019 and 2018, respectively.

 

Through December 31, 2018 the Company had not recorded outgoing officers’ salaries since April 2017. During the nine months ended March 31, 2019, the three Officers of the Company received 4,000,000,000 pre-split shares, or 800,000 shares (adjusted for the reverse split described in Note 3), of common stock which were valued at $400,000 and the liability for this award had been included in accrued expenses at June 30, 2018, pursuant to a resolution of the Company’s Board dated November 28, 2017, that such shares were issuable upon the availability of sufficient authorized and unissued shares of Common Stock.

 

In September 2018, the officers of the Company converted $538,777 accrued wages into 5,387,770,000 pre-split shares, or 1,077,554 shares (adjusted for the reverse split described in Note3), and $702,105 of notes payable and accrued interest into 7,021,050,000 pre-split shares, or 1,404,210 shares (adjusted for the reverse split described in Note 3), of the Company’s common stock. Effective December 31, 2018, the officers of the Company converted $128,641 of notes payable and accrued interest into 2,572,825,000 shares, or 514,565 shares (adjusted for the reverse split described in Note 3), of the Company’s common stock. The Company’s officers did not convert any amounts owed by the Company into shares of common stock during the three-month period ending March 31, 2019.

 

During the three-month and nine-month periods ended March 31, 2019, the Company charge to expense and included in accrued expenses at March 31, 2019, $5,000 in fees to Mr. Smiley as the Company’s General Counsel and Chief Financial Officer during the transition period.

 

DIRECTOR

 

Mr. Biderman received 1,000,000,000 pre-split shares, or 200,000 shares (adjusted for the reverse split described in Note3), of common stock which were valued at $100,000 and the liability for this award had been included in accrued expenses at June 30, 2018, pursuant to a resolution of the Company’s Board dated November 28, 2017, issuable when such shares became available.

 

In September 2018, Mr. Biderman, an outside Director’s affiliated firms of Palladium Capital Advisors and Eagle Strategic Advisers converted $186,000 of accrued fees into 1,860,000,000 pre-split shares and $126,364 of a note and accrued interest into 1,263,642,700 pre-split shares, or 372,000 shares (adjusted for the reverse split described in Note 3), of common stock of the Company. Effective December 31, 2018, this director converted $4,369 of this note into 87,375,000 pre-split shares, or 17,475 shares (adjusted for the reverse split described in Note 3), of common stock. $1,498 remained outstanding on December 31, 2018. During the nine months ended March 31, 2019 and 2018 the Company recorded $1,937 and $5,926 of accrued interest on this loan

 

Effective October 1, 2018 the Company reversed to additional paid in capital $7,500 of accrued finders’ fees waved by Eagle Strategic Advisers and no amount of fees remain accrued to this Director’s affiliated firm.

 

RESEARCH AND DEVELOPMENT

 

Research and development costs are charged to operations as incurred in accordance with Statement of Financial Accounting Standards (“SFAS”), No.2, “Accounting for Research and Development Cost.”

 

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from outside contracts with customers and supersedes most of the existing revenue recognition guidance and notes that lease contracts with customers are a scope exception. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. On August 12, 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09. Public business entities may elect to adopt the amendments as of the original effective date however, adoption is required for annual reporting periods beginning after December 15, 2017. The Company will implement this pronouncement on July 1, 2019.

 

In January 2016, the FASB issued ASU-2016-01, Financial Instruments- Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liability Letters. The Company is currently assessing the impact of the guidance on our financial statements and notes to our financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In September, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) which amends certain aspects of the new lease standard. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

 

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In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805) – Clarifying the Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

 

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360—Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s 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 abbreviated financial statements.

 

Patents and Licenses

 

We have filed and intend to file United States patents and/or copyright applications relating to some of our proposed products and technologies, either with our collaborators, strategic partners or on our own. There can be no assurance however, that any of the patents obtained will be adequate to protect our technologies or that we will have sufficient resources to enforce our patents.

 

Because we may license our technology and products in foreign markets, we may also seek foreign patent protection for some specific patents. With respect to foreign patents, the patent laws of other countries may differ significantly from those of the United States as to the patentability of our products or technology. In addition, it is possible that competitors in both the United States and foreign countries, many of which have substantially greater resources and have made substantial investments in competing technologies, may have applied for, or may in the future apply for and obtain, patents, which will have an adverse impact on our ability to make and sell our products. There can also be no assurance that competitors will not infringe on our patents or will not claim that we are infringing on their patents. Defense and prosecution of patent suits, even if successful, are both costly and time consuming. An adverse outcome in the defense of a patent suit could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease our operations.

 

The Company has intellectual property as follows:

 

Nano Technology, Micro Electrical Mechanical Systems (MEMS) and Battery Portfolio:

 

Various aspects of the mPhase technology are protected by patents either owned directly by the Company or with respect to which the Company has sub-licensing rights. The Company’s current battery related patent portfolio consists of ten issued or licensed patents, of which one is jointly owned with Nokia Corporation (formerly Alcatel Lucent Technologies), and five are licensed from Nokia Corporation. These cover such aspects of the technology as the ability to use electrowetting to create a moveable liquid lens, methodology and apparatus for reducing friction between a fluid and a body, methodology for etching planar silicon substrates to develop a reserve battery device, methodology and apparatus for controlling the flow resistance of a fluid on nanostructured or microstructured surfaces, methodology for creating a structured membrane with controllable permeability, methodology for a nanostructured battery with end of life cells, and methodology for making a multi-cell battery system with multiple chemistries in each individual cell of the battery pack. Some of these patents are specific to the development of a battery device while others are more generalized. The Company has four patent applications that are subject to reinstatement, of which three, the Company intends to submit for reinstatement.

 

Other Patents

 

On July 12, 2005, mPhase announced that it had been granted a U.S. patent that covers a series of techniques for splitting different voice and data signals in DSL access networks that is used in its Broadband Loop Watch product. The Company has discontinued further development and marketing of this product owing to the lack of demand for loop diagnostics systems by telephone service providers.

 

The Company has obtained trademark protection for its mPower Emergency Illuminator and mPower on CommandTM.

 

In July 2009, the Company filed for 3 new patents covering the unique design features of its manually-activated lithium reserve battery and emergency flashlight products.

 

On May 20, 2011, the Company announced that it had been granted a U.S. patent for multi-chemistry battery architecture.

 

On February 10, 2012 the Company filed a U.S. provisional patent with the USPTO for a Non-Pump Enabled Drug Delivery System.

 

On February 11, 2013 the provisional patent application was converted to a patent application entitled Drug Delivery System.

 

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In order to conserve financial resources, the Company did not file for patent protection any additional technology or products during Fiscal year ended June 30, 2018. As of the date hereof, the Company has rights under the following patents:

 

File Number   Invention Title   Filing Date   Issue Date   Patent Number   Patent Office
ALWA-001   Battery System   3/20/2008   9/20/2011   8,021,773   United States
ALWA-004   Tunable Liquid Microlens With Lubrication Assisted Electrowetting   9/13/2001   4/8/2003   6,545,815   United States
ALWA-005   Method and Apparatus for Controlling Friction Between A Fluid and A Body   8/27/2003   1/2/2007   7,156,032   United States
ALWA-006   Electrowetting Battery Having A Nanostructured Electrode Surface   11/18/2003   6/5/2007   7,227,235   United States
ALWA-007   Method and Apparatus for Controlling the Flow Resistance of a Fluid on Nanostructured or Microstructured Surfaces   9/30/2003   2/28/2012   8,124,423   United States
ALWA-009   Structured Membrane with Controllable Permeability   7/28/2006   4/13/2010   7,695,550   United States
ALWA-010   End of Life Cycle, Nanostructured Battery   3/18/2004   11/17/2009   7,618,746   United States
ALWA-011   Adjustable Barrier for Regulating Flow of a Liquid   8/10/2007           United States
ALWA-012   Event Activated Micro Control Devices   8/10/2007           United States
ALWA-013   Combined Wetting/Non-Wetting Element for Low and High Surface Tension Liquids   1/25/2008           United States
ALWA-014   Device for Fluid Spreading and Transport   1/25/2008       8,435,397   United States
ALWA-017   Electrical Device Having A Reserve Battery Activation System   9/2/2009           United States
ALWA-019   Modular Device   9/2/2009   1/1/2013   8,344,543   United States
ALWA-022   Reserve Battery   7/8/2009           United States
ALWA-029   Portable Battery Booster   9/17/2010           United States
ALWA-034   Reserve Battery System   3/2/2010   2/12/2013   8,372,531   United States
ALWA-038   Adjustable Barrier for Regulating Flow of a Liquid   3/10/2010            
*ALWA-043   Combined Wetting/Non-Wetting Element for Low and High Surface Tension Liquids (SOUTH KOREA)   8/18/2010           SOUTH KOREA
ALWA-046   Adjustable Barrier for Regulating Flow of a Liquid               United States
ALWA-047   Drug Delivery System   2/11/2013           United States

 

We also rely on unpatented proprietary technology, and we can make no assurance that others may not independently develop the same or similar technology or otherwise obtain access to our unpatented technology.

 

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Results of Operations

 

   For the Nine Months Ended   For the Year Ended 
   March 31,   March 31,   June 30,   June 30, 
   2019   2,018   2018   2017 
   (unaudited)   (unaudited)         
REVENUES  $-   $-   $-   $- 
                     
COSTS AND EXPENSES                    
                     
General and Administrative   1,541,960    136,896    734,343    228,386 
                     
Depreciation and amortization   -    683    683    2,948 
                     
TOTAL COSTS AND EXPENSES   1,541,960    137,579    735,026    231,334 
                     
OPERATING LOSS   (1,541,960)   (137,579)   (735,026)   (231,334)
                     
OTHER INCOME (EXPENSE)                    
Interest (Expense)   (155,912)   (184,342)   (246,162)   (302,906)
Other income - gain on debt extinguishments   16,279    1,057,249    1,107,922    152,320 
TOTAL OTHER (EXPENSE) INCOME   (139,633)   872,907    861,760    (150,586)
                     

(Loss) Income From Continuing Operations, before Income Taxes

   (1,681,593)   735,328    126,734    (381,920)
                     

(Loss) Income from Discontinued Operations

   (14,713)   207,247    187,170    71,155 
                     
Income Taxes        -    -    - 
                     
Net (Loss) Income  $(1,696,306)   942,575   $313,904   $(310,765)
                     
Basic Net (Loss) Income per share:                    
(Loss) Income per share From Continuing Operations  $(0.22)  $0.22   $0.04   $(0.11)
Income per share From Discontinued Operations  $0.01   $0.06   $0.05   $0.02 
Net (Loss) Income per share  $(0.23)  $0.28   $0.09   $(0.09)
Diluted Net (Loss) Income per share:                    
(Loss) Income per share From Continuing Operations  $(0.22)  $0.20   $0.04   $(0.11)
Income per share From Discontinued Operations  $0.01   $0.06   $0.05   $0.02 
Net (Loss) Income per share  $(0.23)  $0.26   $0.09   $(0.09)
Weighted Average Number of Shares Outstanding;                    
Basic   7,496,294    3,388,282    3,336,811    3,580,911 
Diluted   7,496,294    3,600,000    3,600,000    3,600,000 

 

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NINE MONTHS ENDED MARCH 31, 2019 VS. MARCH 31, 2018

 

Continuing Operations

 

General and Administrative Expenses. General and administrative expenses charged to continuing operations were $154,960 for the nine months ended March 31, 2019 compared to $136,896 for the nine months ended March 31, 2018 an increase of $18,064 primarily due to the commencement of a stock award to the President and CEO of the Company resulting in a non-cash charge of $1,310,449 and an additional $60,000 of cash charges in the period.

 

Other Income and Expense. Interest expense charged to continuing operations was $155,912 in the nine months in Fiscal 2019 as compared to $184,342 for the prior period, a decrease of $28,430

 

Net loss. mPhase recorded net loss of ($1,681,593) from continuing operations for the nine month period ended March 31, 2019, plus a ($4,713) of loss from discontinued operations, resulting in net loss of ($1,696,306) for the current year as compared to a net income of $942,975 in the prior relative period, which consisted of a $735,238 income from continuing operations and $207,247 of income from discontinued operations for the nine months ended March 31, 2018.

 

Basic and Diluted Net Income (Loss) per share. This represents basic and diluted net income (loss) from continuing operations and basic and diluted net income (loss) per common share of ($.22) and $($.23) for the nine months ended March 31, 2019 as compared to basic and diluted net income (loss) from continuing operations and basic and diluted net income (loss) per common share of ($.22) and ($.23) for the nine months ended March 31, 2019. The basic and diluted per share computations are based upon weighted average common shares outstanding of 7,496,294 for basic and diluted, and 3,388,282 and 3,600,000 for basic and diluted during the respective nine months ended March 31, 2019 and 2018, as adjusted for the May 17, 2019 reverse split.

 

Discontinued Operations

 

Selling and Marketing Expenses. Selling and marketing expenses were $0 for the nine months ended March 31, 2019 compared to $2,251 for the nine months ended March 31, 2018, a decrease of $2,251. The decrease is attributable to the wind-down of the Company’s efforts to service customers of its line of Jump Products.

 

General and Administrative Expenses. General and administrative expenses charged to discontinued operations were $0 for the nine months ended March 31, 2019 compared to $16,920 for the nine months ended March 31, 2018, a decrease of $16,920.

 

Other Income and Expense. Interest expense charged to discontinued operations was ($27,245) in the nine months ended March 31 2019 as compared to ($31,057) in the same nine months in 2018, a decrease of $ 3,812. During the nine months ended March 31, 2019 the Company recorded $12,532 of gain on debt extinguishments of discontinued liabilities. During the nine months ended March 31, 2018 the Company recorded $257,475 of gain on debt extinguishments of discontinued liabilities.

 

Net loss from Discontinued Operations. mPhase recorded a net loss from discontinued operations of $(14,713) for the nine months ended March 31, 2019 as compared to net income of $207,247 for the nine months ended March 31, 2018.

 

Basic and Diluted Net Income (Loss) per share. This represents basic and diluted net income from discontinued operations per common share of ($0.01) net loss for the nine months ended March 31, 2019 as compared to basic and diluted net income per common share of ($0.01) for the nine months ended March 31, 2018. The basic and diluted per share computations are based upon weighted average common shares outstanding of 7,496,294 for basic and diluted, and 3,388,282 and 3,600,000 for basic and diluted during the respective nine months ended March 31, 2019 and 2018, as adjusted for the May 20, 2019 reverse split.

 

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TWELVE MONTHS ENDED JUNE 30, 2018 VS. JUNE 30, 2017

 

YEAR ENDED JUNE 30, 2018 VS. JUNE 30, 2017

 

Continuing Operations

 

General and Administrative Expenses. General and administrative expenses charged to continuing operations were $734,343 for the fiscal year ended June 30, 2018 compared to $228,386 for the fiscal year ended June 30, 2017, an increase of $505,957. The Company recorded a $575,000 charge to continuing operations for stock awards for officers, a director and strategic consultants during the fiscal year ended June 30, 2018 compared to no such awards in fiscal 2017. The Company eliminated the accrual of the salaries of the three officers of the Company in fiscal year ended June 30, 2018 resulting in lower payroll of approximately $180,000 to executive officers when compared to fiscal year ended June 30, 2017.

 

Other Income and Expense. Interest expense charged to continuing operations was $246,162 in for the fiscal year ended June 30, 2018 compared to $302,905 in fiscal year ended June 30, 2017, a decrease of $56,743 due to reduced liability balances. During the fiscal year ended June 40, 2018 other income from continuing operations was $1,107,922 on debt extinguishments. During the the fiscal year ended June 30, 2017 other income from continuing operations included $153,320 of debt extinguishments.

 

Net Income (loss). mPhase recorded a net income of $313,904 for the fiscal year ended June 30, 2018 consisting of $126,734 income from continuing operations plus a $187,170 gain from discontinued operations as compared to a net loss of ($381,920) from continuing operations for the fiscal year ended June 30, 2017, offset by a $71,155 gain from discontinued operations, resulting in a net loss of $310,765 for the prior year.

 

This represents a net income per common share of $0.09 in 2018 as compared to a net loss per common share of $(0.110) in 2017, based upon weighted average post-split basic common shares outstanding of 3,336,811 and 3,580,911 during the fiscal years ended June 30, 2018 and June 30, 2017 respectively. The Company had 3,600,000 diluted post-split common shares outstanding during both periods.

 

Discontinued Operations

 

Revenues. Total revenues for the fiscal year ended June 30, 2018 decreased to $0 from $20,516 in fiscal year ended June 30, 2017, or 100%. The revenue decrease for the current fiscal year was derived solely due to the terminated sales of the mPower Jump products.

 

Cost of sales. Cost of sales decreased $20,471 for the year ended June 30, 2018 to $0 from $20,471 in the fiscal year ended June 30, 2017. This decrease is directly attributable to the termination of sales of our mPower Jump products.

 

Research and Development. Research and development expenses were $0 for the  fiscal year ended June 30, 2018 compared to $38 for the  fiscal year ended June 30, 2017.

 

Selling and Marketing Expenses. Selling and marketing expenses were $0 for the  fiscal year ended June 30, 2018 compared to $11,154 for the  fiscal year ended June 30, 2017 a decrease of 100%. The decrease is attributable to the elimination of the Company’s sales force and marketing efforts with respect to its line of Jump Products.

 

General and Administrative Expenses. General and administrative expenses charged to discontinued operations were $19,694 for the fiscal year ended June 30, 2018 compared to $78,228 for the  fiscal year ended June 30, 2017 a decrease of $58,533. The Company eliminated a portion of the salaries of the three officers of the Company in fiscal year ended June 30, 2018 resulting in lower payroll expense charged to discontinued operations of approximately $70,000 for executive officers as compared to fiscal year ended June 30, 2017.

 

Other Income and Expense. Interest expense charged to discontinued operations was $41,957 in the fiscal year ended June 30, 2018 compared to $47,635 in the fiscal year ended June 30, 2017. During the fiscal year ended June 30, 2018 other income from discontinued operations included $2,875 in a Co-exist agreement for trade name rights offset by $2,309 net termination costs and $250,570 of income from debt extinguishments. During the fiscal year ended June 30, 2017 other income from discontinued operations included $12,500 from the conditional sale of a patent and $195,664 of debt extinguishments.

 

Net Income from Discontinued Operations. mPhase recorded a net gain from discontinued operations of $187,170 for the year ended June 30, 2018 as compared to $71,155 for the fiscal year ended June 30, 2017.

 

This represents net income from discontinued operations per common share of $0.00 in the fiscal year ended June 30, 2018 as compared to $0.00 in 2017, based upon weighted average post-split Basic common shares outstanding of 3,336,811 and 3,580,911 during the fiscal years ending June 30, 2018 and 2017 respectively. The Company had 3,600,000 diluted post-split common shares outstanding during both periods.

 

 40 
   

 

LIQUIDITY AND CAPITAL RESOURCES

 

Through March 31, 2019, the Company had incurred cumulative losses totaling approximately ($213,374,998) and had cash and cash equivalents of $25,344. At March 31, 2019 mPhase had a working capital deficit of ($1,329,393) compared to working capital deficit a of ($3,992,269) as of June 30, 2018, an improvement of $2,663,876 as result of material debt conversions by officers; a director and strategic vendors, as well as further reductions in liabilities and continued debt extinguishments and settlements (“Debt Restructurings”).

 

The auditors’ report for the fiscal year ended June 30, 2018 includes the statement that “there is substantial doubt of the Company’s ability to continue as a going concern”. As of March 31, 2019, the Company had a negative net worth of ($1,793,593) compared to a negative net worth of ($3,992,469) as of June 30, 2018, primarily because of progress with our Debt Restructurings.

 

The Company has incurred cumulative losses of ($211,678,692) and a working capital deficit of ($3,993,269) as of June 30, 2018. The auditors’ report for the fiscal year ended June 30, 2018 includes the statement that “there is substantial doubt of the Company’s ability to continue as a going concern”. As of June 30, 2018, the Company had a negative net worth of ($3,992,469) compared to a negative net worth of ($4,508,943) as of June 30, 2017 because of continuing net losses.

 

The following tables sets forth a summary of our cash flows for the nine months ended March 31, 2019 and 2018.

 

   Nine months ended March 31, 
   2019   2018 
Net cash used in operating activities  $(149,371)  $(101,067)
Net cash used in investing activities   

-

    

-

 
Net cash provided by financing activities   174,544    102,674 
Net increase in cash and cash equivalents   25,083    1,607 
Cash and cash equivalents at the end of the period  $25,344   $5,770 

 

Cash used in operating activities

 

Cash used in operating activities was ($149,371) during the nine months ended March 31, 2019. During such period, the cash used by operating activities consisted principally of the net loss for the nine months ended March 31, 2019 of ($1,696,306) decreased by the non-cash gain on debt extinguishments ($28,111) and prepaid expenses of ($3,696), increased by adding back a non-cash charge for stock compensation of $1,310,449 plus an increase of $169,830 of accounts payable and accrued expenses; and further reduced by debt amortization of $7,976 and beneficial conversion interest expense of $91,177.

 

Cash used in operating activities was ($101,067) during the nine months ended March 31, 2018. During such period, the cash used by operating activities consisted principally of the net income for the nine months ended March 31, 2018; of $942,575 subtracting the non-cash gain on debt extinguishments ($1,309,069); decreasing cash used by the increase of accounts payable and accrued expenses of $165,792 and further reduced by debt amortization of $8,273 and beneficial interest expense of $91,179.

 

Proceeds from issuance of common stock

 

During the nine months ended March 31, 2019 and 2018, the Company issued 440,000 and 200,000 post-split shares of its common stock in connection with private placements pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended, raising gross proceeds of $110,000 and $50,000. The proceeds were used by the Company as working capital.

 

Proceeds from notes payable - related parties

 

During the nine months ended March 31, 2019 and 2018, two prior and one current of the Company’s Officers’ and a former Director loaned the Company approximately $93,046 and $50,674, net of repayments during those periods, providing the funding needed to assist with the Company’s efforts to bring its filings current and settle its operating debts, when at that time funding via the issuance of common stock was either not available or unfavorably dilutive.

 

 41 
   

 

The following tables sets forth a summary of our cash flows for the- fiscal years ended June 30,2018 and 2017.

 

   Fiscal Year ended June 30, 
   2018   2017 
Net cash used in operating activities  $(173,228)  $(60,331)
Net cash used in investing activities   

-

    

-

 
Net cash provided by financing activities   169,326    59,777 
Net decrease in cash and cash equivalents   (3,902)   (554)
Cash and cash equivalents at the end of the period  $261   $4,163 

 

During the twelve months ended June 30, 2018, the Company issued 1,800,000,000 shares of its common stock in connection with private placements, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, raising net proceeds of $81,000 and incurred finder’s fees in the amount of $9,000. The proceeds were used by the Company as working capital.

 

During the twelve months ended June 30, 2017, the Company issued 900,000,000 shares of its common stock in connection with private placements, pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended, raising net proceeds of $40,500 and incurred finder’s fees in the amount of $4,500. The proceeds were used by the Company as working capital.

 

Also, during the twelve months ended June 30, 2017, an unaffiliated shareholder advanced the Company $1,000, and an additional $2,000 in fiscal 2018. Additionally, the Director who had loaned the Company $90,000 in the fourth quarter of the fiscal year ended June 30, 2015 advanced the Company $20,000, net of repayments, in the twelve months ended June 30, 2016, together with $5,486 of accrued interest resulted in a balance of $115,486 on June 30, 2016. The Director has not demanded repayment, and together with $7,665 and $7,123 of accrued interest for the fiscal years ended June 30, 2018 & 2017 resulted in a balance of $130,274 outstanding as of June 30, 2018. This director converted $126,364 of this note and accrued interest into 1,263,642,700 shares of the Company’s common stock in September 2018.

 

During the fiscal years ended June 30, 2018 and 2017, the officers advanced $77,326 and $15,880 to provide working capital to the Company and $44,274 and $37,288 was charged to interest expense on the loans from officers. At June 30, 2018 and 2017 these notes and accrued interest at the rate of 6% totaled $777,712 and $658,311, respectively. In September 2018 the officers converted $702,105 of notes payable and accrued interest into 7,021,050,000 shares of the Company’s common stock.

 

The Company believes that private placements of its common stock to be issued from time to time will fund our short-term capital needs and in November 2017 the Board of Directors determined it necessary increase its authorized shares of common stock. On August 22, 2018 the Company received approval from New Jersey Secretary of State to Increase authorized Common Shares from 18 billion to 72 billion shares.

 

 42 
   

 

MANAGEMENT’S PLANS AND CURRENT STATUS

 

Continue settlements and Commence New Operations

 

The Company had curtailed its efforts with respect to selling its line of automotive jump starter products owing to increased competition resulting in poor margins because of commodity pricing of such products. The Company has sought to implement alternative products for development from our existing patent portfolio and intellectual property but is unable to predict the timing and amount of future revenues. On January 11, 2019 the Company underwent a major change in management and focus to restructure its business to accelerate the generation of revenue through a combination of raising additional capital to improve its balance sheet and aggressively pursue mergers and acquisitions.

 

Conversion of Prior Management and Strategic Vendor Debts during the nine months ended March 31, 2019

 

On September 24, 2018 the officers of the Company converted $538,777 accrued wages into 5,387,770,000 pre-split shares, or 1,077,554 shares on a post-split basis, and $702,105 of notes payable and accrued interest into 7,021,050,000 pre-split shares, or 1,404,210 shares on a post-split basis, and a director converted $186,000 of accrued fees into 1,860,000,000 pre-split shares, or 372,000 shares on a post-split basis, and $126,364 of a note and accrued interest into 1,263,642,700 pre-split shares, or 252,729 shares on a post-split basis, of the Company’s common stock. Also, on September 24, 2018 accounts payable to strategic vendors totaling $99,500 were converted into 995,000,000 pre-split shares, or 199,000 shares on a post-split basis, of common stock. The September conversions were for all debt owed these individuals by as of December 31, 2017, at $.0001 per share on a pre-split basis, or $.50 per share on a post-split basis, Effective December 31, 2018 the officers and a Director of the Company converted $133,010 and vendors of the Company converted $15,300 of debt of the Company outstanding on December 31, 2018 into 2,660,200,000 and 306,000,000 pre-split shares respectively, or 532,040 and 61,200 shares on a post-split basis  respectively, of common stock at $.00005 per share on a pre-split basis, or $.25 per share on a post-split basis. Prior Management did not convert any amounts owed by the Company into common stock during the quarter ended March 31, 2019.

 

Debt Conversions by Prior Management and Strategic Vendors

for the nine months ended March 31, 2019 as adjusted for the May 20, 2019 reverse split, are as follows are as follows:

 

Liability Converted by Prior Management and Strategic Vendors  Amount of Liability Converted   Post- split Shares of Common Stock 
Conversion of accrued wages Officers’  $538,777    1,077,554 
Conversion of Officers’ loans and accrued interest  830,746    1,918,775 
Conversion of accrued fees to a Director  186,000    37,200 
Conversion of loans and accrued interest due to a Director  130,733    270,204 
Conversion of accounts payable to strategic vendors  114,800    260,200 
Totals conversions by liability into common Stock for Debts owed to Prior Management and Strategic Vendors of the Company during the Nine Months Ended March 31, 2019  $1,801,056    3,563,933 

 

Judgement Settlement Agreement (Formerly Fife Forbearance Obligation)

 

On March 31, 2019, the judgement settlement agreement, which satisfies the Fife obligation in full, totaled $890,910. During the nine months ended March 31, 2019 the Company paid $45,000 applying $28,004 to principle and $16,996 to interest. During the nine months March 31, 2019 and 2018 the Company recorded a total of $50,546 and $55,886 interest expense  respectively on the preceding forbearance and current judgement settlement agreement.

 

On various occasions commencing with August 11, 2015 and then January 19, 2016, June 30, 2016, August 18, 2017 and February 16, 2018 the Company entered into an Amendments No. 1 through 5 to the Forbearance Agreement with Mr. Fife; primarily rescheduling the monthly payment schedules. On December 15, 2018, the Company paid $15,000 as the execution payment for the judgement settlement agreement, The Company plans to satisfy this agreement in full by making payments of $15,000 per month through December 30, 2019 and a balloon payment of $195,000 in January 2020 and has included $310,910 in the line item “Current Portion, liabilities in arears- Judgement Settlement Agreement” for this agreement and $580,000 in the line item “Long term portion, liabilities in arears- Judgement Settlement Agreement in the liabilities section of the Company’s Balance Sheet as of March 31, 2019.

 

The Company has pursued strategic alternatives to best monetize its remaining patent portfolio restructuring and revising its debt obligations and Capital structure, primarily satisfying prior obligations while it implements its new operating strategy.

 

 43 
   

 

River North Equity, LLC (“River North”); which had purchased notes previously issued to JMJ Financial, commenced a litigation against the Company, which was dismissed with prejudice on April 17, 2017; and additionally, we were awarded attorney’s fees. River North failed to appeal a Judgement in favor of the Company negating such Notes by July 17, 2017 and the Judgement became final. As a result of this proceeding the Company recorded the cancellation of the two notes assigned to River North from JMJ Financial for a total of $693,060 of principal and $358,534 accrued interest thereon. This resulted in a $1,051,594 gain from debt during the nine months ended March 31, 2019. The Company been negotiating a settlement for the remaining JMJ notes for an amount less than the $109,000 of principle and $80,472 of accrued interest thereon we have recorded due to JMJ at March 31, 2019.

 

The Company has also settled the amount due to MH Investment Trust II in full for a payment of $3,000 on April 10, 2019.

 

The Transition Agreement enables our new management to develop and implement its current plan of operation while the Company finalizes undertakings already in process to extinguish specific debts and settle or reduce other liabilities outstanding within six (6) months.

 

The Company is focused upon developing a world-class software capability in the core disciplines of artificial intelligence and machine learning in order to broaden its product line and achieve connectively of its existing technology to become part of the “internet of things” The Company believes this effort is essential to accelerate and increase rapid growth of its revenues and maximize shareholder value.

 

During March 2019, the Company formed its operating subsidiary in Bangalore, India, mPhase Technologies India Pvt ltd., which leases office space for approximately 40 employees.

 

During April 2019, the Company acquired the rights, software, and code to the technology platform utilized by the Travel Buddhi division in India, for $115,000 (USD). 

 

During June 2019, the Company secured a $2.5 million (USD) contract to provide software, training, and support services to an IT solutions and services company. The contract provides mPhase with an initial $2.5 million of revenue upon delivery of the software license, and also provides subsequent revenue for training, support, updates and maintenance services as provided.

 

During June 2019, the Company acquired a controlling interest (99%) in Alpha Predictions, LLP, (“Alpha Predictions”) an India-based technology company, that has developed a suite of commercial data analysis products for use across multiple industries. Alpha Predictions is comprised of a team of data specialists who are developing software designed to provide enhanced levels of data analysis for specific business applications. The current product offering includes software covering eight categories: inventory, stock management, marketing optimization, sentiment analysis, customer segmentation and behavior, agro-tech image detection, electrocardiogram automation, and a recommendation engine with multiple uses. Alpha Predictions currently has annualized revenue in excess of $2.0 million (USD) and will become a consolidated subsidiary effective July 1, 2019.

 

During April 2019 the Company announced an agreement to acquire all the outstanding stock of AIRobotica Services Limited, a Bangalore, India-based technology company, (“AIRobotica”) under the terms of a Stock Purchase Agreement (“SPA”) dated April 19, 2019. The purchase price of $2,500,000 is to be paid over two years in the form of the Company’s common stock, $1,250,000 each anniversary, contingent upon this division attaining prescribed revenue targets. The agreement also requires the Company to provide up to $2,400,000 of working capital over the same two years. Effective June 30, 2019, the Company and AIRobotica mutually agreed under the provisions of a Termination of Stock Purchase Agreement, to terminate, cancel, and void the SPA as it was determined by each party to the SPA that each held different strategic visions on conducting the future business of AIRobotica and therefore the termination of the SPA was in the best interest of both parties. The termination of the SPA did not result in any economic or other penalties to the Company.

 

The Company’s ability to continue as a going concern and its future success is dependent upon its ability to raise capital in the near term to: (1) satisfy its current obligations, including recently amended settlement agreements, (2) continue its plan to align partners or other third parties to underwrite any research and development efforts needed to exploit our existing technological capabilities, or develop new products and (3) allow the successful wide scale development, deployment and marketing of its smart surface products, or any newly developed, acquired or otherwise obtained product or service line of business. There can be no assurance the necessary debt or equity financing will be available, or if so, on terms acceptable to the Company.

 

The Company believes that its short-term liquidity requirements are between $140,000 and $150,000 per month until the recently activated Subsidiaries become self-funding from our new operations and any re activation of our existing technologies. In the longer term, we estimate that the Company will need to raise approximately $5-10 million of additional capital for the next 12 months in order to complete targeted acquisitions of revenue producing companies that focus upon artificial intelligence and machine learning. Finally, depending upon sales and margins in fiscal year 2020, additional capital may be required to fund a portion of any growth necessary in operations.

 

We believe that it is not possible at this stage to provide a meaningful estimate of the total cost to complete our ongoing projects and bring any proposed products to market. The development of new products using the science of nanotechnology and the discipline of microfluidics, artificial intelligence and machine learning are emerging areas and the time for development of future new products is unknown. Costs to complete could vary substantially depending upon the products selected for development. It is possible that the completion and commercialization of these new products could be delayed for a variety of reasons, including difficulties in developing prototypes, delays in manufacturing and the development of new sources of product distribution. Any delay in completion of a product would increase the cost of that product, which would harm our results of operations. Due to these uncertainties, we cannot reasonably estimate the size, nature nor timing of the costs to complete, or the amount or timing of the net cash inflows from our current activities. Until we have developed a larger number of products, we will not be able to estimate our future expenses related to these programs or when, if ever, and to what extent we will receive cash inflows from resulting products.

 

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Contractual Obligations The following table illustrates debts convertible into shares of the Company’s Common Stock at March 31, 2019:

 

   March 31, 2019 
   (Unaudited) 
               Post-Split Shares Convertible 
   Note Principle   Accrued Interest   Total   immediately   conditionally available 
                     
Arrangement #1 - JMJ Financial, Inc  $109,000   $80,472   $189,472    9,474    - 
Arrangement #3 - MH Investment trust II   3,333    3,718    6,844(iii)   7,604    - 
Total Liabilities, in arrears, with convertible features   112,333    84,190    192,577    17,078    - 
Judgement Settlement Agreement   890,910    -    890,910(i)   -      
Notes Payable- Officers   71,275    -    71,275(ii)   -    285,100 
Notes Payable- Director   1,478    -    1,478(ii)   -    5,912 
Total  $1,075,996   $84,190   $1,156,240    17,078    291,012 

 

(i) The Judgement Settlement Agreement with Mr. Fife, effective December 10, 2018 has no features whereby the debt is convertible into our common stock on March 31, 2019. (SEE NOTE 8 - Judgement Settlement Agreement)

 

(ii) Conditionally convertible if available under “Settlements Reserve”, through July 11, 2019 and January 2020. (SEE NOTE 8 - Reserved Shares)

 

(iii) Arrangement #3 - MH Investment trust II was settled in full on April 10, 2019

 

At March 31, 2019, our significant contractual obligations for Debt repayments were as follows:

 

   Less than
one year
   Greater than
one year
   Total 
Convertible Note-JMJ Financial  $189,472   $-   $189,472
Settlement Agreement -John Fife **  310,910   580,000   890,910 
Power-Up Loan* and ***  48,392   -   48,392 
Total  $548,774   $580,000   $1,128,774 

 

**- if the Company completes the settlement obligation to Fife by January 2020, the Company will realize a gain from Debt Extinguishments of approximately $580,000

 

*** On June 25, 2019, the Company entered into a Securities Purchase Agreement dated as of June 19, 2019 with Power Up Lending Group, a Virginia corporation (Lender) and issued an 8% Convertible Promissory Note in the principal amount of $78,000 to the Lender with a maturity date of June 19. 2020. The Company received proceeds in the amount of $48,000 and refinance prior indebtedness owed to the Lender that had been in default.

 

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

 

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MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

(A) MARKET PRICES OF COMMON STOCK. The primary market for mPhase’s common stock is the NASDAQ OTC Bulletin Board, where it trades under the symbol “XDSL.” The Company became publicly traded through a merger with Lightpaths TP Technologies, formerly known as Tecma Laboratories, Inc. pursuant to an agreement dated February 17, 1997. The following table sets forth the high and low closing prices for the shares for the periods indicated as provided by the NASDAQ’s OTCBB System. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions. These figures have been adjusted to reflect a 1 for 10 reverse stock split on March 1, 1997 and a 1 for 5,000 reverse split on May 22, 2019.

 

(A) MARKET PRICES OF COMMON STOCK. The primary market for mPhase’s common stock is the OTC Pink Quotation System, where it trades under the symbol “XDSL.” The Company became publicly traded through a merger with Lightpaths TP Technologies, formerly known as Tecma Laboratories, Inc. pursuant to an agreement dated February 17, 1997. The following table sets forth the high and low closing prices for the shares for the periods indicated as provided by the NASDAQ’s OTCBB System. The stock prices have been adjusted to reflect a 5000/1 reverse split of the Common Stock of the Company. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.

 

YEAR/QUARTER  HIGH   LOW 
Fiscal year ended June 30, 2019   

    

 
First Quarter  $1.00   $.005 
Second Quarter  1.00   .05 
Third Quarter  1.50    .50 
Fourth Quarter   

1.50

    

.50

 
           
Fiscal year ended June 30, 2018          
First Quarter  .50   .05 
Second Quarter  1.00   .25 
Third Quarter  1.00   .25 
Fourth Quarter  $.75   $.50 

 

 46 
   

 

Penny Stock Rules

 

Our shares of Common Stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, authorized for quotation from the NASDAQ stock market, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

 

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our Common Stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

 

Dividends

 

We never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.

 

Currently under New Jersey law, unless further restricted in its certificate of incorporation, a corporation may declare and pay dividends out of surplus, or if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets).

 

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Securities Authorized for Issuance Under Equity Compensation Plan

 

The following table shows information with respect to each equity compensation plan under which the Company’s Common Stock is authorized for issuance as of the fiscal year ended June 31, 2011.

 

EQUITY COMPENSATION PLAN INFORMATION

 

   Number of         
   securities   Weighted   Number of 
   to be issued   average   securities 
   upon   exercise   remaining 
   exercise of   price of   available for 
   outstanding   outstanding   issuance 
   options,   options,   under equity 
   warrants   warrants   compensation 
   and rights   and rights   plans 
Plan Category  (a)   (b)   (c) 
Equity compensation plans approved by security holders   

-

    

-

    

-

 
Equity compensation plans not approved by security holders             -             -             - 
                
Total   

-

    

-

    

-

 

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because a significant portion of our investments are in short term debt securities issued by the U.S. government and institutional money market funds. The primary objective of our investment activities is to preserve principal. Due to the nature of our marketable securities, we believe that we are not exposed to any material market risk. We do not have any derivative financial instruments or foreign currency instruments. If interest rates had varied by 10% in the three months ended March 31, 2011, it would not have had a material effect on our results of operations or cash flows for that period.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Our directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board. No family relationships exist between any of the executive officers or directors.

 

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The following table sets forth certain information with respect to each person who is an executive officer or director. mPhase’s executive officers and directors as of March 31, 2019 are as follows:

 

NAME   AGE   POSITION(S)
Anshu Bhatnagar   45   Chief Executive Officer and Director
         
Martin Smiley **   71   Chief Financial Officer

 

(1) Member of the Audit Committee
   
(2) Member of the Compensation Committee

 

ANSHU BHATNAGAR Anshu Bhatnagar has served as our Chief Executive Officer and Chairman of our board of directors since January 11, 2019. In addition, Mr. Bhatnagar is a food distribution veteran also CEO and Chairman of the Board of VERUS International, Inc, another publicly-traded company and previously was the Chief Executive Officer of American Agro Group, an international trading and distribution company that specialized in exporting agricultural commodities and food products from May 2012 to January 2016. Mr. Bhatnagar was also a Managing Member of Blue Capital Group, a real estate oriented multi-family office focused on acquiring, developing, and managing commercial real estate as well as investing in operating businesses from January 2008 to December 2016. He has also owned NS operated other successful businesses in technology, construction and waste management. We believe Mr. Bhatnagar is qualified to serve as a member of our board because of his extensive business experience including his experience in the food industry.

 

MARTIN SMILEY was elected on June 28, 2006 to the Board of Directors. He joined mPhase as Executive Vice President, Chief Financial Officer and General Counsel in August 2000. Mr. Smiley has over forty years of experience as a corporate finance and securities attorney and as an investment banker. Prior to joining the company, Mr. Smiley served as a Principal at Morrison & Kibbey, Ltd., a mergers and acquisitions and investment banking firm, from 1998 to 2000, and as a Managing Director for CIBC Oppenheimer Securities from 1994 to 1998. He served as a Vice President of Investment Banking at Chase Manhattan Bank from 1989 to 1994, and as a Vice President and Associate General Counsel for Chrysler Capital Corporation from 1984 to 1989. Mr. Smiley graduated with a B.A. in Mathematics from the University of Pennsylvania and earned his law degree from the University of Virginia, School of Law. Mr. Smiley resigned as the Company’s Chief Financial Officer on June 6, 2019.

 

Mr. Christopher Cutchens became the Company’s Chief Financial Officer on June 6, 2019, Since June 2018, Christopher Cutchens has served as the Managing Partner of Cutchens Group, LLC, a consulting firm specializing in providing operational and financial services to both public and private companies. From September 2018 until June 2019, Mr. Cutchens served as Chief Operating Officer and Chief Financial Officer of DirectView Holdings, Inc., a company that provides security and surveillance and video conference services. From January 2016 until June 2018, Mr. Cutchens served as Executive Vice President, Chief Operating Officer and Financial Officer of MidAmerica Administrative & Retirement Solutions, LLC, a private company that provides employee benefit programs to plan sponsors and employees. From January 2013 to January 2016, Mr. Cutchens served as Executive Vice President and Chief Financial Officer of Aspire Services, LLC (“Aspire”), and from April 2012 to January 2013, he served as Vice President of Accounting and Finance of Aspire. Aspire is a service provider of retirement solutions. In addition, Mr. Cutchens has served in various other capacities including Corporate Controller of Watsco, Inc. (NYSE: WSO); Corporate Controller of Carrier Enterprise, LLC; Director of Corporate Accounting and Financial Reporting and Assistant Corporate Controller of MarineMax, Inc. (NYSE: HZO); and Senior Auditor at KPMG LLP. Mr. Cutchens received a Bachelor of Science degree in accounting and a master’s degree in accounting information systems from the University of South Florida. Mr. Cutchens is a CPA in the State of Florida.

 

 49 
   

 

EXECUTIVE COMPENSATION

 

The following table sets forth, for the fiscal year ended June 30, 2018 and the previous fiscal year, the compensation earned by mPhase’s chief executive officer and the other executive officers whose compensation was greater than $100,000 for services rendered in all capacities to the Company for the year ended June 30, 2018.

 

ITEM 11. EXECUTIVE COMPENSATION

 

NAME &                               NON-                    
PRINCIPAL                   STOCK     OPTION     EQUITY     PENSION              
POSITION   YEAR   SALARY     BONUS     AWARDS     AWARDS     INCENTIVE     VALUE     OTHER     TOTAL  
Ronald Durando   2018   $

-

    $ -     $ 200,000     $

-

    $ -     $ -     $   25,678 (1)   $ 225,678  
Chief Executive Officer   2017   $   100,000 (2)   $ -     $ -     $ -     $         -     $ -     $ 22,242 (1)     122,242  
                                                                     
Gustave Dotoli   2018   $ -   $ -     $ 100,000     $       $ -     $ -     $ 8,623 (1)   $ 108,623  
Chief Operating Officer   2017   $ 40,000     $ -     $ -     $           -     $ -     $ -     $ 8,020 (1)   $ 48,020  
                                                                     
Martin Smiley   2018   $ -     $ -     $ 100,000     $

-

    $ -     $ -     $ 7,973 (1)   $ 107,973  
CFO and General Counsel   2017   $ 40,000     $ -     $ -     $ -     $ -     $ -     $ 7,026 (1)   $ 47,026  

 

FOOTNOTES

 

(1) Interest on loans to the Company.
   
(2) Does not include $14,500 of fees charged by Karen Durando, the wife of the Company’s president, for product marketing services during the fiscal years ended June 30, 2017.

 

OUTSTANDING EQUITY AWARDS at FISCAL YEAR END JUNE 30, 2018

 

   Number of
Securities
underlying
Unexercised Options
(Exercisable)
   Number of
Securities
underlying
Unexercised
Options
(Exercisable)
   Equity
Incentive
Plan
awards
Number of
Securities
   Option
Exercise
Price
   Option
Expiration
Date
   Number of
shares of
stock that
has not
been
vested
   Market
Value of
Shares not
vested
   Equity
Incentive
 
Ronald Durando             -             -              -   $       -                       -           -             - 
President CEO                                      
                                         
Gustave Dotoli   -    -    -   $-         -    -    - 
COO                                      
                                         
Martin Smiley   -    -    -   $-         -    -    - 
Executive VP                                      
CFO Chief Legal Counsel