SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2008
| mPHASE TECHNOLOGIES, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| New Jersey | 000-24969 | 22-2287503 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| Identification No.) | Incorporation) |
| 587 Connecticut Ave., Norwalk, CT 06854-0566 |
|
(Address of Principal Executive Offices) (ZIP Code) |
Registrant's telephone number, including area code: (203) 838-2741
Item 3.02 Unregistered Sale of Securities On February 29, 2008, mPhase Technologies, Inc.(the "Company")
, a New Jersey corporation, issued in a Private Placement pursuant to Rule 506
of Regulation D, a 7.50% Convertible Promissory Note to St. George Investments
LLC in the face amount of $550,000. The note has a maturity date of 4 years from
the date of issuance. Interest only is payable semi-annual in arrears until
Maturity. The note is convertible into common stock of the Company at a price
equal to 75% of the 3 lowest Volume Weighted Average Price for the 20 day
trading period immediately preceding the date of conversion. In addition, the
Company issued to the purchaser of the Note 3,250,000 restricted shares of its
common stock. The Company received $480,000 of net proceeds after transaction
costs to be used for general corporate purposes.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
| mPHASE TECHNOLOGIES | |
|
By: |
/s/ Martin S. Smiley |
| Martin S. Smiley | |
| Executive Vice President, | |
| Chief Financial Officer and | |
| General Counsel |
Date: March 6, 2008