Item 4.01 Changes in Registrant's Certifying Accountant.

On November 22, 2022, the Board of Directors (the "Board") of mPhase Technologies, Inc. (the "Company") approved the dismissal 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, 2022, with such dismissal effective as of November 22, 2022.

Boyle CPA reported on the Company's consolidated financial statements for the fiscal years ended June 30, 2021 and June 30, 2020 (collectively, the "Boyle CPA Reports") and such Boyle CPA Reports did not contain an adverse opinion or disclaimer of opinion, nor were the Boyle CPA Reports qualified or modified as to uncertainty, audit scope, or accounting principles, except as modified by the going concern explanatory paragraph.

During the fiscal year ended June 30, 2020, the fiscal year ended June 30, 2021 and the subsequent interim period from July 1, 2021 through November 22, 2022, there were no disagreements with Boyle CPA 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 Boyle CPA, would have caused Boyle CPA to make reference to the subject matter of the disagreement in connection with the Boyle CPA Reports.

Additionally, during the Company's fiscal year ended June 30, 2020, the fiscal year ended June 30, 2021, and the subsequent interim period from July 1, 2021 through November 22, 2022, there were no reportable events (as described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K).

The Company has provided a copy of the foregoing disclosures to Boyle CPA and requested Boyle CPA to provide the Company with a letter indicating whether or not Boyle CPA agrees with such disclosures. A copy of the letter, dated November 22, 2022 is attached hereto as Exhibit 16.1.

Furthermore, on November 22, 2022, the Board of the Company approved the appointment of Prager Metis CPAs, LLP ("Prager Metis") as the Company's independent registered public accounting firm to audit its consolidated financial statements for the fiscal years ending June 30, 2022 and 2021, effective November 22, 2022.

During the fiscal year ended June 30, 2020, the fiscal year ended June 30, 2021, and the subsequent interim period from July 1, 2021 through November 22, 2022, neither the Company or anyone acting on the Company's behalf consulted Prager Metis regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.




Item 8.01. Other Events.

On January 4, 2023, the Board formed a special committee of the Board, comprised of two independent directors (the "Special Committee) to investigate allegations of inaccurate disclosures, misappropriation and other potential fraudulent actions by Anshu Bhatnagar, who had been the Company's Chief Executive Officer until July 2022 and to complete the review of the factual matters related to such allegations as had been previously conducted by the Board from the Company's 2022 third fiscal quarter to the present. The Board, as part of its review, is seeking to ensure that the Company is adhering to the highest standards of conduct.

The Special Committee's review is ongoing, and it is working diligently with outside advisers to complete its investigation as soon as possible. The Company is committed to working with the Special Committee to complete its work in order to re-establish timely financial reporting as soon as feasible.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                               Description

16.1            Letter from Boyle CPA, LLC

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




-2-

© Edgar Online, source Glimpses