AND EXCHANGE COMMISSION
to Section 13 or 15(d) of The Securities Exchange Act of
of Report (Date of earliest event reported): December 7,
name of registrant as specified in its charter)
or other jurisdiction
Washingtonian Boulevard, #390
of principal executive offices) (zip code)
telephone number, including area code)
name or former address, if changed since last report.)
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
growth company [ ]
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
4.01 Changes in Registrant’s Certifying Accountant.
December 7, 2020, the Board of Directors (the “Board”) of mPhase
Technologies, Inc. (the “Company”) approved the dismissal of RBSM,
LLP (“RBSM”) as the Company’s independent registered public
accounting firm to audit its consolidated financial statements for
the fiscal year ending June 30, 2020, with such dismissal effective
as of December 7, 2020.
RBSM did not complete its audit prior to the date upon which it was
dismissed as the Company’s independent registered public accounting
firm, from the date of RBSM’s appointment of August 19, 2020,
through the date of dismissal of December 7, 2020, there were no
disagreements with RBSM on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of RBSM, would have caused RBSM to make reference to the subject
matter of the disagreement in connection with RBSM’s report on the
Company’s consolidated financial statements for the fiscal year
ended June 30, 2020.
Additionally, during the period from August 19, 2020 through
December 7, 2020, there were no reportable events (as described
under Item 304(a)(1)(v)(A)-(D) of Regulation S-K).
Company has provided a copy of the foregoing disclosures to RBSM
and requested RBSM to provide the Company with a letter indicating
whether or not RBSM agrees with such disclosures. A copy of the
letter, dated December 7, 2020 is attached hereto as Exhibit
on December 8, 2020, the Board of the Company approved the
appointment of Boyle CPA, LLC (“Boyle CPA”) as the Company’s
independent registered public accounting firm to audit its
consolidated financial statements for the fiscal year ending June
30, 2020, effective December 8, 2020.
the fiscal year ending June 30, 2018, the fiscal year ending June
30, 2019, and the subsequent interim period from July 1, 2019
through December 8, 2020, neither the Company or anyone acting on
the Company’s behalf consulted Boyle CPA regarding any of the
matters or events set forth in Item 304(a)(2)(i) or (ii) of
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Chief Financial Officer
On December 9, 2020, Mr. Chris Cutchens informed the Board of the
Company that he was resigning as the Company’s Chief Financial
Officer and will support an appropriate transition to be completed
by January 8, 2021.
9.01 Financial Statements and Exhibits.
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.
December 11, 2020