mPhase Technologies, Inc.
587 Connecticut Avenue
Norwalk, Ct. 06854
Mr. Kevin L. Vaughn
Accounting Branch Chief
Securities and Exchange Commisssion
Washington, D.C. 20549
February 6, 2013 |
RE: | mPhase Technologies, Inc. Form 10K for the Fiscal Year Ended June 30, 2012 Filed September 24, 2012 File No. 0-30202 |
Dear Mr. Vaughan:
In response to your letter of February 4, 2013 to Mr. Ron Durando, we are filing herewith an Amendment to the above-referenced Form 10K as follows:
1. | We have amended page 64 to comply with the proper language of Item 308(a)(3) of Rule SK to provide a statement that our internal controls over financial reporting is effective. |
2. | We have corrected the signatures on page 121 to have as signatories the Chief Financial Officer and each member of the Board of Directors. |
The Company acknowledges the following:
1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing. |
2. | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
3. | The Company may not assert staff comments as a defense in any proceeding initiated the Commission or any person under the federal securities laws of the United States. |
Very truly yours, /s/ Martin Smiley Martin Smiley EVP, CFO and General Counsel |