UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



☒ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



FOR
THE YEAR ENDED JUNE 30, 2018



COMMISSION
FILE NO. 000-30202



Amendment
No. 1 to

FORM
10-K



mPhase
Technologies, Inc.

(Exact
name of registrant as specified in its charter)



|NEW
    JERSEY                               |  | 22-2287503                
|-------------------------------------------- |  | --------------------------
|(State
    or other jurisdiction of          |  | (I.R.S.
    Employer      
|incorporation
    or organization)           |  | Identification
    Number)
|                                             |  |                           
|587
    CONNECTICUT AVE., NORWALK, CT        |  | 06854-1711                
|(Address
    of principal executive offices) |  | (Zip
    Code)            



(203)
838-2741

ISSUER’S
TELEPHONE NUMBER



INDICATE
BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, DURING THE PRECEDING 12 MONTHS (OR FOR SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT), AND
(2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.



YES ☒
    NO ☐



THE NUMBER OF SHARES OUTSTANDING OF EACH
OF THE REGISTRANT’S CLASSES OF COMMON STOCK AS OF OCTOBER 25, 2018 IS 39,537,976,113 SHARES, ALL OF ONE CLASS OF $.001
PAR VALUE COMMON STOCK.





















EXPLANATORY
NOTE





This
Amendment includes certain information, made available to the Company on November 6, 2018 by Mr. Abraham Biderman, an outside
Director of the Company.



This
Amendment also include an edit to total accounts payable for June 30, 2018 in footnote table on page F-10 to $545,564 from $421,056.
This change had no effect on Net Income, Total Assets and Liabilities, Shareholder’s Deficit or Statement of Cash Flows
for any periods presented.



There are no other changes to the original
Form 10-K filing.





1







Page 33
of the Form 10K is replaced, in its entirety by the following information:



PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Executive
officers are selected by the Board of Directors. No family relationships exist between any of the executive officers or directors.
The following table sets forth certain information with respect to each person who is an executive officer or director. mPhase’s
executive officers and directors as of June 30, 2018 are as follows:



|NAME                        |  | AGE |  | POSITION(S)                             
|--------------------------- |  | --- |  | ----------------------------------------
|Ronald
    A. Durando       |  | 61  |  | Chief
    Executive Officer and Director
|Gustave
    T. Dotoli (2)   |  | 83  |  | Chief
    Operating Officer and Director
|Martin
    Smiley           |  | 70  |  | Chief
    Financial Officer             
|                            |  |     |  |                                         
|OUTSIDE
    DIRECTORS       |  |     |  |                                         
|                            |  |     |  |                                         
|Abraham
    Biderman (1)(2) |  | 70  |  | Director                                
|Dr.
    Victor Lawrence     |  | 69  |  | Director                                



|(1) | Member
    of the Audit Committee       
|--- | ----------------------------------------
|(2) | Member
    of the Compensation Committee



RONALD
A. DURANDO is a co-founder of mPhase and has served as the Company’s President, Chief Executive Officer and Director since
its inception in October 1996. Since 1994 through February 2015, Mr. Durando had been an Officer of Microphase Corporation. Mr.
Durando was a Director of Microphase Corporation and since February 2015, Mr. Durando has been employed as a Strategic Advisor
to Microphase Corporation. From 1986-1994, Mr. Durando was President and Chief Executive Officer of Nutley Securities, Inc., a
registered broker-dealer. Mr. Durando also served as president of PacketPort until his resignation in February, 2008, when PacketPort
merged with Wyndstorm Corporation.



GUSTAVE
T. DOTOLI has served as mPhase’s Chief Operating Officer as well as a Director since October 1996. Prior to joining the
Company, Mr. Dotoli was President and CEO of State Industrial Safety, Inc. from 1986-1996. In addition, Mr. Dotoli previously
servedas the Vice President of Corporate Development of Microphase Corporation. Mr. Dotoli was also a Director and Vice President
of Packet Port. He was formerly the President and Chief Executive Officer of the following corporations: Imperial Electro- Plating,
Inc., World Imports USA, Industrial Chemical Supply, Inc., SISCO Beverage, Inc., and Met Pack, Inc. Mr. Dotoli received a B.S.
in Industrial Engineering from Fairleigh Dickenson University in 1959.



ABRAHAM BIDERMAN has been a member of the Board since
August 3, 2000. He currently is the Managing Director of Eagle Advisers, Inc, a small investment banking firm. From 1990 through
September 30, 2003, Mr. Biderman had been employed by Lipper & Co. as Executive Vice President; Executive Vice President,
Secretary and Treasurer of the Lipper Funds; and Co-Manager of Lipper Convertibles, L.P. Prior to joining Lipper & Co. in
1990, Mr. Biderman was Commissioner of the New York City Department of Housing, Preservation and Development from 1988 to 1989
and Commissioner of the New York City Department of Finance from 1986 to 1987. He was Chairman of the New York City Retirement
System from 1986 to 1989. Mr. Biderman was Special Advisor to former Mayor Edward I. Koch from 1985 to 1986 and assistant to former
Deputy Mayor Kenneth Lipper from 1983 to 1985. Mr. Biderman is a Director of the Municipal Assistance Corporation for the City
of New York. Mr. Biderman graduated from Brooklyn College and is a certified public accountant. Effective July 2, 2018 FINRA,
accepted a Letter of Acceptance, Waiver and Consent (“AWC”) from Mr. Biderman in connection with his termination of
employment as a Principal of Palladium Capital Advisors LLC. In February of 2018 Palladium filed a Uniform Termination Notice
for Securities Industry Registration for possible violations of the Firm’s procedures. In connection with the AWC FINRA
has barred Mr. Biderman from being associated with any FINRA member. mPhase, with the consent of Mr. Biderman,
has cancelled approximately $7,500 in  fees previously accrued since February of 2018.



MARTIN
SMILEY was elected on June 28, 2006 to the Board of Directors. He joined mPhase as Executive Vice President, Chief Financial Officer
and General Counsel in August 2000. Mr. Smiley has over forty years of experience as a corporate finance and securities attorney
and as an investment banker. Prior to joining the company, Mr. Smiley served as a Principal at Morrison & Kibbey, Ltd., a
mergers and acquisitions and investment banking firm, from 1998 to 2000, and as a Managing Director for CIBC Oppenheimer Securities
from 1994 to 1998. He served as a Vice President of Investment Banking at Chase Manhattan Bank from 1989 to 1994, and as a Vice
President and Associate General Counsel for Chrysler Capital Corporation from 1984 to 1989. Mr. Smiley graduated with a B.A. in
Mathematics from the University of Pennsylvania and earned his law degree from the University of Virginia, School of Law.



2







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)



DISCONTINUED OPERATIONS



The Company has classified the operating results
and associated assets and liabilities from its Jump line of products, which ceased having material sales in the first quarter of
Fiscal 2017, as Discontinued Operations in the Consolidated Financial Statements for the Fiscal Years ended June 30, 2018 and 2017.



THE ASSETS AND LIABILITIES ASSOCIATED WITH
DISCONTINUED OPERATIONS INCLUDED IN OUR CONSOLIDATED BALANCE SHEET WERE AS FOLLOWS:



|                                                  |  | June 30, 2018 |           |  | June 30, 2017 |  
|------------------------------------------------- |  | ------------- | --------- |  | ------------- | -
|                                                  |  | Total         |           |  | Discontinued  |  
|ASSETS                                            |  |               |           |  |               |  
|                                                  |  |               |           |  |               |  
|CURRENT ASSETS                                    |  |               |           |  |               |  
|Cash                                              |  | $             | 261       |  |               | $
|Inventory, net                                    |  |               | -         |  |               |  
|Prepaid and other current assets                  |  |               | -         |  |               |  
|TOTAL CURRENT ASSETS                              |  |               | 261       |  |               |  
|                                                  |  |               |           |  |               |  
|Property and equipment, net                       |  |               | -         |  |               |  
|                                                  |  |               |           |  |               |  
|Other assets                                      |  |               | 800       |  |               |  
|                                                  |  |               |           |  |               |  
|TOTAL ASSETS                                      |  | $             | 1,061     |  |               | $
|                                                  |  |               |           |  |               |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT             |  |               |           |  |               |  
|                                                  |  |               |           |  |               |  
|CURRENT LIABILITIES                               |  |               |           |  |               |  
|Accounts payable                                  |  | $             | 545,564   |  |               | $
|Accrued expenses                                  |  |               | 1,273,569 |  |               |  
|Due to related parties                            |  |               | 226,045   |  |               |  
|Notes payable, Officers’                          |  |               | 777,912   |  |               |  
|Notes payable, Director & Investor                |  |               | 133,274   |  |               |  
|Note Payable, Finance Company                     |  |               | 39,468    |  |               |  
|Current Portion, Long term convertible debentures |  |               | 997,698   |  |               |  
|                                                  |  |               |           |  |               |  
|TOTAL LIABILITIES                                 |  |               | 3,993,530 |  |               |  











SIGNATURES



Pursuant
to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant, has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                            | mPHASE
    TECHNOLOGIES, INC.
|--------------------------- | -----------------------------
|                            |                              
|Dated:
    November 9, 2018 | By:                          
|                            |                              
|                            |                              



4