SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
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.
--------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, NO PAR VALUE
--------------------------------------------------------------------------------
(Title of class of securities)
62472C 10 2
--------------------------------------------------------------------------------
(CUSIP number)
Necdet Ergul
mPhase Technologies Inc.
587 Connecticut Avenue
Norwalk, CT 06854
(203) 838-2741
--------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 11, 2002
--------------------------------------------------------------------------------
(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)
(Page 1 of 7 Pages)
--------
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).
________________________________________________________________________________
CUSIP No. 62472C 10 2 13D Page 2 of 7 pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NECDET ERGUL
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,266,250 inclusive of options and warrants to purchase
1,216,250 shares of common stock.
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
10,086,201 inclusive of warrants to purchase 2,200,000
shares of common stock.
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,266,250 inclusive of options and warrants to purchase
1,216,250 shares of common stock.
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
10,086,201 inclusive of warrants to purchase 2,200,000
shares of common stock.
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,352,451
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________________________
CUSIP No. 62472C 10 2 13D Page 3 of 5 pages
________________________________________________________________________________
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.
-------------------
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.
-----------------------
Items 2(a), 2(b), 2(c) This Statement is filed by Necdet Ergul. Mr.
Ergul is the Chairman of the Board of the Issuer. The principal place of
business for mPhase Technologies Inc. is 587 Connecticut Avenue, Norwalk,
Connecticut 06854-0566. Mr. Ergul is also a 48% shareholder and President
of Microphase Corporation, a Connecticut corporation.
2(d), 2(e) During the past five years, neither Mr. Ergul 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. Ergul is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Microphase Corporation, of which Mr. Ergul is a 48% shareholder and
Director, acquired Common Stock of the Issuer and the source of the funds
used by Microphase Corporation to make the acquisition was a conversion of
an accounts receivable from Issuer to Microphase Corporation into Common
Stock.
Item 4. Purpose of Transaction.
----------------------
Microphase Corporation acquired the Common Stock in order to reduce
its accounts receivable from mPhase Technologies Inc. Microphase
Corporation may sell some or all of the Common Stock owned thereby from
time to time. Except as set forth above, neither Mr. Ergul nor Microphase
Corporation 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.
------------------------------------
(a) and (b) Mr. Ergul beneficially own an aggregate of 12,352,451
shares of Common Stock.. Mr. Ergul 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. Ergul
beneficially owns directly 2,266,250 shares and indirectly 10,086,201
shares of Common Stock, inclusive of warrants/options, representing in the
aggregate 18.7% of the total outstanding shares of the Common Stock.
Microphase Corporation, a company of which Mr. Ergul is a 48% shareholder,
acquired 500,000 shares of Common Stock on October 11, 2002 at $.16 per
share; 2,700,000 shares of Common Stock on November 8, 2002 at $.20 per
share and acquired 333,333 shares of Common Stock on November 11, 2002 at
$.24 per share.
________________________________________________________________________________
CUSIP No. 62472C 10 2 13D Page 4 of 5 pages
________________________________________________________________________________
5(c) There were no transactions in shares of Common Stock of the
Issuer by Mr. Ergul during the past sixty days.
5(d) No person other than Mr. Ergul 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
------------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
None
Item 7. Materials to be Filed as Exhibits.
---------------------------------
None.
________________________________________________________________________________
CUSIP No. 62472C 10 2 13D Page 5 of 5 pages
________________________________________________________________________________
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 29, 2003 By: /S/ Necdet Ergul
---------------------------
Necdet Ergul