SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.2)1
mPhase Technologies Inc.
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(Name of issuer)
COMMON STOCK, NO PAR VALUE
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(Title of class of securities)
62472C 10 2
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(CUSIP number)
Ronald A. Durando
mPhase Technologies Inc.
587 Connecticut Avenue
Norwalk, CT 06854
(203) 838-2741
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 11, 2002
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(Date of event, which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 7 Pages)
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CUSIP No. 62472C 10 2 13D Page 2 of 7 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RONALD A. DURANDO
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 7,904,548 inclusive of options and warrants to purchase
6,170,400 shares of common stock.
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
8,875,000 inclusive of warrants to purchase 1,200,000 shares
of common stock.
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,904,548 inclusive of options and warrants to purchase
6,170,400 shares of common stock.
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,875,000 inclusive of warrants to purchase 1,200,000 shares
of common stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,779,548
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 62472C 10 2 13D Page 3 of 7 pages
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The following constitutes the amendment No. 2 to Schedule 13D filed by the
undersigned (the "Schedule 13D"). This amendment No. 2 amends the Schedule 13D
previously filed by the undersigned.
Item 1. Security and Issuer.
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This Statement on Schedule 13-D ("Statement") is filed with respect to
the Common Stock, no par value of mPhase Technologies Inc. (the "Issuer"),
whose principal executive offices are located at 587 Connecticut Avenue,
Norwalk, Connecticut 06854-0566. Such class of securities is hereinafter
referred to as "Common Stock."
Item 2. Identity and Background.
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Items 2(a), 2(b), 2(c) This Statement is filed by Ronald A. Durando.
Mr. Durando is the Chief Executive Officer of the Issuer. The principal
place of business for mPhase Technologies Inc. is 587 Connecticut Avenue,
Norwalk, Connecticut 06854-0566. Mr. Durando is also a controlling
shareholder and Chairman of the Board of Janifast Limited, a Hong Kong
company.
2(d), 2(e) During the past five years, Mr. Durando has not been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
2(f) Mr. Durando is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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Janifast Limited, of which Mr. Durando is a controlling shareholder
and Director, acquired common Stock of the Issuer and the source of the
funds used by Janifast Limited to make the acquisition was a conversion of
an accounts receivable from Issuer to Janifast Limited into Common Stock.
Item 4. Purpose of Transaction.
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Janifast Limited acquired the Common Stock in order to reduce its
accounts receivable from mPhase Technologies Inc. Janifast limited may sell
some or all of the Common Stock owned thereby from time to time. Except as
set forth above, neither Mr. Durando nor Janifast Limited have any current
plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) and (b) Mr. Durando beneficially owns an aggregate of 16,779,548
shares of Common Stock.. Mr. Durando has the sole power and the shared
power to vote or direct the vote and to dispose or direct the disposition
of those shares directly and beneficially owned thereby. Mr. Durando
beneficially owns directly 7,904,548 shares and indirectly 8,875,000 shares
of Common Stock, inclusive of warrants/options, representing in the
aggregate 22.8% of the total outstanding shares of the Common Stock.
Janifast Limited, a company of which Mr. Durando is a controlling
shareholder, acquired 2,250,000 shares of Common Stock on October 11, 2002
at $.16 per share and acquired 1,500,000 shares of Common Stock on November
11, 2002 at $.24 per share. On November 11, 2002, Mr. Durando acquired
warrants to purchase 1,395,000 shares of common stock at a price of $.20
per share.
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CUSIP No. 62472C 10 2 13D Page 4 of 7 pages
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5(c) There were no transactions in shares of Common Stock of the
Issuer by Mr. Durando effected during the past sixty days.
5(d) No person other than Mr. Durando is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.
Item 5(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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None
Item 7. Materials to be Filed as Exhibits.
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None.
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CUSIP No. 62472C 10 2 13D Page 5 of 7 pages
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 22, 2003 By: /s/ Ronald A. Durando
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Ronald A. Durando