Withdrawal of Registration Statement (ammendment) (aw)
16 Agosto 2019 - 7:14AM
Edgar (US Regulatory)
mPhase
Technologies, Inc.
9841Washingtonian
Blvd, Suite 390
Gaithersburg,
Md., 20878
August
16, 2019
United
States
Securities
and Exchange Commission
Division
of Corporate Finance
Washington
D.C. 20549
Attention
Heather Percival
Re:
APPLICATION FOR WITHDRAWAL OF AMENDMENT
NO.
1 TO FORM S-1 REGISTRATION STATEMENT FILED
BY
MPHASE TECHNOLOGIES INC ON AUGUST 13, 2019
FILE
NO. 333-232746
Dear
Ms. Percival,
Pursuant
to Rule 477 of the Securities Act of 1933, as amended, mPhase Technologies, Inc. (the “Company”) is
submitting this Application for Withdrawal of the above-reference Amendment No.1 to its Form S-1Registration Statement.
In connection with this Application the Company hereby represents and warrants that no shares of its common stock have been sold
by any of the Company Shareholders listed on Form S-1that was filed by the Company on July 9, 2019 or any of the Company
Shareholders listed on Amendment No. 1 to the Form S-1 filed on August 13,2019. The reason for this Application is that the
Company, by mistake, filed Amendment No.1 to Form S-1.
The
Company understands and acknowledges that the Company and its management is responsible for the accuracy and adequacy of their
disclosures in all of the foregoing described filings, notwithstanding any review, comments, action or absence of action by the
staff of the Securities and Exchange Commission.
The
Company appreciates the help of the Commission in this matter.
Very
truly yours,
/s/
mPhase Technolgoies, Inc.
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mPhase Technolgoies, Inc.
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By:
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/s/
Martin Smiley
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Martin Smiley
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General Counsel
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MPhase Technologies (CE) (USOTC:XDSL)
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