| CUSIP No. | 62472C102 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Fife John M. 222287503 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 403,034,133 | |||||
| 6 | SHARED VOTING POWER | ||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 403,034,133 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 403,034,133 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 9.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| * Reporting person John Fife has rights to convert a Convertible Note into an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that John Fife may own, would exceed such a cap. John Fife’s ownership cap is 9.99% of the Issuers outstanding shares. Thus, on the date of the event which requires filing of this Statement, the number of shares of the Issuer’s common stock beneficially owned by John Fife was 403,034,133 shares, which is 9.99% of the 4,071,051,851 shares that were outstanding on that date, occording to the Issuer's 10-K Filed September 24, 2012. | |||||
(a) | Name
of Issuer |
mPhase Technologies, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
587 Connecticut Ave.
Norwalk, CT 06854-1711 |
(a) | Name
of Person Filing |
John Fife |
(b) | Address
of Principal Business Office or, if none, Residence |
303 East Wacker Drive, Suite 1200, Chicago, IL 60601 |
(c) | Citizenship |
United States of America |
(d) | Title
of Class of Securities |
Common Stock, $0.01 par value |
(e) | CUSIP
Number |
62472C102 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
403,034,133 |
(b) |
Percent of class: 9.9 |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
403,034,133 |
(ii) |
Shared power to vote or to direct the vote:
|
(iii) |
Sole power to dispose or to direct the disposition of:
403,034,133 |
(iv) |
Shared power to dispose or to direct the disposition of:
|
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Date:
October 29, 2012 | By:
| /s/ John M Fife | |
| Name: John M Fife | |||
| Title: | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |