Withdrawal of Registration Statement (rw)
14 October 2020 - 8:21AM
Edgar (US Regulatory)
October
13, 2020
VIA
EDGAR CORRESPONDENCE
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re:
|
Withdrawal
of Registration Statement on Form S-1
mPhase
Technologies, Inc. (File No. 333-246297)
|
Ladies
and Gentlemen:
Pursuant
to Rule 477 of the Securities Act of 1933 (the “Act”), mPhase Technologies, Inc. (the “Registrant”) respectfully
requests the withdrawal of the Registrant’s registration statement on Form S-1 (Reg. No. 333-246297) (the “Registration
Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”)
on August 14, 2020. The Registrant understands that, pursuant to Rule 477(b) of the Act, this application for withdrawal will
be deemed granted at the time filed with the Commission unless, within 15 calendar days after the filing, the Commission notifies
the Registrant that the application for withdrawal has not been granted.
At
this time, the Registrant has determined not to pursue the registration and sale of the securities covered by the Registration
Statement. The Registrant believes that this withdrawal request is consistent with the public interest and protection of investors
as required by Rule 477(a) of the Act and represents, in accordance with Rule 477(c) of the Act, that there has been no issuance,
distribution or sale of the securities under the Registration Statement.
Additionally,
the Registrant requests that, in accordance with Rule 457(p) under the Act, all fees paid to the Commission in connection with
the filing of the Registration Statement be credited to the Registrant’s account for future use.
If
you have any questions regarding this matter, please contact the undersigned at (301) 329-2700 or Tad Mailander, counsel to the
Registrant, at (619) 239-9034.
Very
truly yours,
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|
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/s/
Anshu Bhatnagar
|
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Anshu
Bhatnagar
Chief
Executive Officer
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