UNITED STATES
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): February 17, 2016
| 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) |
| 777 Passaic Avenue, Clifton, New Jersey 07012 |
| (Address of Principal Executive Offices) (ZIP Code) |
Registrant's
telephone number, including area code: (973) 256-3737
Item 4.01 Changes in the Registrant’s Certifying
Accountant
On the recommendation of the Audit Committee of the Board
of Directors (the “Board”) of mPhase Technologies, Inc (“Company”) effective February 17,2016 Demetrius
Berkower LLC (“Demetrius”) was dismissed as the Company’s independent registered public accounting firm and Buchbinder
Tunick & Company LLP was engaged as its new independent registered public accounting firm.
The reports of Demetrius on
the Company’s consolidated financial statements for the fiscal years ended June 30, 2015 and 2014 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended June
30, 2014 and June 30, 2015, and in subsequent interim period from July 1, 2015 through and including February 17, 2016 there
were no disagreements with Demetrius on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to Demetrius’s satisfaction, would have caused Demetrius to
make reference to the subject matter of the disagreement in connection with its report. During the fiscal years ended June
30, 2014 and June 30,2015, and in the subsequent interim period from July 1, 2015 through and including February 17, 2016
there were no “reportable events” as that term is described in item 304(a)(1(v) of Regulation S-K
The Company has requested
Demetrius to furnish a letter addressed to the Securities and Exchange Commission stating whether Demetrius agrees with the
above statements, a copy of which is attached hereto as Exhibit 16.1.
During the fiscal years ended June
30, 2014 and June 30,2015, and in the subsequent interim period from July 1, 2015 through and including February 17, 2016
the Company did not consult Buchbinder Tunick & Company LLP with respect to the application of accounting principals to
a specified transaction, either completed or proposed, or the type of audit option that might be rendered on
the Company’s consolidated financial statements.
Item 9.01 Financial
Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
| 16.1 |
|
Letter of Demetrius Berkower LLC, dated February 22, 2016, regarding change in independent registered public accounting firm. |
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: February 22,
2016
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