UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILEDPacketport.com, Inc. |
(Name of Issuer) |
COMMON STOCK, $.03 PAR VALUE |
(Title of Class of Securities) |
69521P 10 9 |
(CUSIP Number) |
Ronald A. Durando |
(Name, address and telephone number of person authorized to receive notices and communications) |
February 25, 2008 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
___________________
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 pages
CUSIP No. 69521P 10 9 |
13D |
Page 2 of 5 Pages |
1 |
NAMES OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a)
£ |
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N/A |
(b)
£ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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OO |
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5 |
|
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6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER |
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363,750 Shares individually owned (including warrants and options) |
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8 |
SHARED VOTING POWER |
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None |
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9 |
SOLE DISPOSITIVE POWER |
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363,750 Shares |
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10 |
SHARED DISPOSITIVE POWER |
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None |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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277,750 shares of common stock plus options and warrants to acquire 75,000 shares of common stock owned by Ronald A. Durando, individually, 775,562 shares of common stock owned by Microphase Corporation, a Connecticut corporation, that is privately held in which Mr. Durando is the Chief Operating Officer and a 6% shareholder and 50,000 shares of common stock owned by mPhase Technologies, Inc., a New Jersey corporation, (Ticker Symbol XDSL) in which Mr. Durando is a Director, President and CEO and holds in excess of a 10% beneficial interest in the common stock of. The TOTAL AGGREGATE BENEFICAIL OWNERSHIP =1,151,812 Shares. |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
£ |
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N/A |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.35% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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Page 2 of 5 pages
13D Page 3 of 5 Pages
The following constitutes the
amendment No. 1 to Schedule 13D filed by the undersigned (the "Schedule 13D").
This amendment No. 1 amends the Schedule 13D, as amended, previously filed by
the undersigned. Item 1. Security and Issuer. This
Statement on Schedule 13-D ("Statement") is filed with respect to the Common
Stock, no par value of Packeport.Com,Inc. (the "Issuer"), whose principal
executive offices are located at 587 Connecticut Avenue, Norwalk, Connecticut
06854-0566. Such class of securities is hereinafter referred to as "Common
Stock."
CUSIP No.
69521P 10 9
Item 2.
Identity and Background.
Items 2(a), 2(b), 2(c) This Statement is filed by Ronald A. Durando.
2(d), 2(e) During the past five years, Mr. Durando has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). On October 19, 2007, in connection with the settlement and dismissal of a civil law suit originally filed on November 16, 2005 by the Securities and Exchange Commission in the Federal District Court in the District of Connecticut, the SEC issued a Cease and Desist Order and certain remedial actions against Packeport.com, Inc. and Mr. Durando as a Director and Officer and others. More information regarding the detailed terms of the settlement can be found in SEC release No 8858 dated October 18, 2007 promulgated under the Securities Act of 1933, as amended, and SEC Release No. 56672 dated October 18, 2007 promulgated under the Securities Exchange Act of 1934, as amended.
2(f) Mr. Durando is a United States citizen.
Item 3.
Source and Amount of Funds or Other Consideration.
None
Item 4.
Purpose of Transaction.
Pursuant to the Terms of a Definitive Proxy, dated January 21, 2008, Packetport.com, Inc. entered into a merger agreement in which a wholly-owned subsidiary of Packeport.com. Inc. would merge with Wyndstorm Corporation, a privately-held corporation organized under the laws of the state of Delaware. As a result of such merger, and a 20/1 reverse split of common stock following the merger, shareholders of Packetport.com, Inc. ownership was significantly reduced from 100% to approximately 13% of Packetport.com, Inc with shareholders of Wyndstorm acquiring approximately 85% of the outstanding stock of Packetport.com, Inc. As a result of such Merger, Mr. Durando resigned as a Director and officer of Packetport.com, Inc. and his stock ownership in Packeport.com, Inc. has been significantly reduced as set forth herein. For complete details of the Merger transaction see the Definitive Proxy.
Interest in Securities of the Issuer.
(a) Not applicable
(b) Not applicable
(c) and Mr. Durando individually owns an aggregate of 401,250 shares of Common Stock and Options for 37,500 Shares.. Mr. Durando has the sole power to vote or direct the vote and to dispose or direct the disposition of those shares directly and beneficially owned thereby. Mr. Durando beneficially (including a total of 775,562 shares owned by members of Microphase Corporation and 50,000 shares of stock owned by mPhase Technlogies, Inc in which Mr. Durando is a Director and President and Chief Executive Officer) is deemed to control and beneficially own 1,151,812 shares of Common Stock, inclusive of options, representing in the aggregate 6.35% of the total outstanding shares of the Common Stock.
CUSIP No. 69521P 10 9 |
13D |
Page 4 of 5 Pages |
5(d) No person other than Microphase corporation and mPhase Technologies, Inc (but only with respect to shares owned by each of such entities) is known to have the right to receive, or the power to direct the receipt of dividends or proceeds from the sale of shares of common stock.
Item 5(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
None
Item 7.
Materials to be Filed as Exhibits.
None.
CUSIP No. 69521P 10 9 |
13D |
Page 5 of 5 Pages |
SIGNATURE
After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
By:/s/ Ronald A. Durando |
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Dated: February 25, 20008 |
Ronald A. Durando |