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UNITED STATES

FORM 10-K/A(Amendment No. 3)

' ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE YEAR ENDED
JUNE 30, 2010

COMMISSION FILE NO. 000-30202

mPHASE TECHNOLOGIES, INC.(Name of
issuer 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)            

Registrant's telephone number, including area code: (203)
838-2741

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE
ACT:

COMMON STOCK, $.01 PAR VALUE(Title of Class)

Indicate by check mark if the registrant is a well-known
seasoned issuer as defined in Rule 405 of the Securities Act.

Yes [  ]  No

[X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ]  No

[X]

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 [X]   No [   ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter
period that the registrant was required to submit and post such files).

Yes [   ]   No [   ]

Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to the Form 10-K. [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ]  |                                    
|------------------------------ | -----------------------------------
|Non-accelerated filer

    [X] | Smaller reporting company 

    [X]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act)

Yes [   ]  No

[X]

As of September 20, 2010 there were approximately 1,214,893,205
shares of common stock, $01 par value, outstanding and the aggregate market
price of shares held by non-affiliates was approximately $11,938,796. (Based
upon a closing common stock price of $.011 on September 20, 2010 solely for the
purpose of calculating the preceding amount, all directors and officers of the
registrant are deemed to be affiliates.)

Documents Incorporated by Reference

None

Explanatory Note

This Amendment No. 3 to Form 10K for mPhase Technologies, Inc.
for the period ended June 30, 2010, is being filed for purposes of expanding
disclosure regarding transactions impacting stockholders equity on page 41 and
adding a new item to Item 15 on Page 67 of Amendment No. 1 to
Form 10K/A for the period ended June 30, 2010. This Form 10K/A amendment No. 3
has not been updated for any events or subsequent information other than the
matters set forth herein.

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During the fiscal year ending June 30, 2010 the following
transactions impacted shareholders equity
During the fiscal year ended June 30, 2010, the Company received $225,000 of net
proceeds from the issuance of 30,666,667 shares of common stock in private
placements with accredited investors effected pursuant to Rule 506 of Regulation
D under the Securities Act. The aggregate cost of these placements was $25,000,
and Eagle Advisors acted as placement agent. All proceeds received from the
financings were used by the Company for working capital needs. The dates and
amounts of each placement are as follows: 6,666,667 common shares were issued on
August 14, 2009; 6,666,667 common shares on August 15, 2009; 13,333,333 common
shares on August 24, 2009; 26,666,667 common shares on September 30, 2009; two
placements of 2,000,000 common shares each on March 17, 2010; and 4,000,000
common shares on March 31, 2010

41

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|         
|---------
|EXHIBITS 
|         
|EXHIBITS 
|NUMBER   
|REFERENCE
|2.1*     
|2.2*     
|3.1***   
|3.2***   
|10.1*    
|10.2*    

|10.9*    | Facilities/Services Agreement
      between the Company and Microphase Corporation, dated as of July 1, 1998
      (incorporated by reference to Exhibit 10.9 to our registration statement
      on Form S- 1 filed on June 18, 2001 (file no. 33- 63262).                                                                                 
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10*   | Company's 2001 Stock Incentive incorporated by
      reference to Exhibit C to Preliminary Proxy on Schedule 14A filed on March
      21, 2001 (file no. 000- 30202).                                                                                                                                                                       
|10.18*** | Development
      Agreement effective February 3, 2004 between Lucent Technologies, Inc. and
      mPhase Technologies, Inc for development of micro fuel cell Nano
      Technology.                                                                                                                                                       
|10.21*** | Development Agreement
      effective March 1, 2005 between Lucent Technologies Inc and mPhase
      Technologies relating to development of Magnetometers.                                                                                                                                                                                 
|10.22*** | Amendment
      No. 2 to Development Agreement executed as of March 9, 2005 amending
      Development Agreement effective as of February 5, 2004, as amended
      relating to Micro Power Source Cells between mPhase Technologies, Inc. and
      Lucent Technologies, Inc.                                                              
|10.33*** | Amendment No. 3 dated May
      19, 2006 to Development Agreement between Lucent Technologies, Inc. and
      mPhase Technologies, Inc. effective February 3, 2004 for Development of
      micro fuel cell Nanotechnology.                                                                                                                 
|10.34*** | Amendment
      No. 4 dated February 3, 2007 to Development Agreement between Lucent
      Technologies, Inc. and mPhase Technologies, Inc. effective February 3,
      2004 for Development of micro fuel cell Nanotechnology.                                                                                                             
|10.35*** | Cooperative Research
      Agreement Rutgers University and mPhase Technologies, Inc. executed
      October 18, 2005.                                                                                                                                                                                                                      
|10.36*** | Modification No. 1 to Cooperative Research Agreement with
      Rutgers University dated February 22, 2006.                                                                                                                                                                                                                                 
|10.37*** | Modification No. 2
      to Cooperative Research Agreement with Rutgers University dated September
      22, 2006.                                                                                                                                                                                                                          
|10.38*** | Modification No. 3 to Cooperative Research Agreement with
      Rutgers University dated February 7, 2007.                                                                                                                                                                                                                                  
|10.40*** | CT NanoBusiness
      Alliance Consulting Agreement dated May 10, 2007.                                                                                                                                                                                                                                                                     
|10.41*** | Amendment
      No.5 dated April 28, 2007 to Development Agreement between Lucent
      Technologies, Inc. and mPhase Technologies, Inc. effective February 3,
      2004 for Development of micro fuel cell Nanotechnology.                                                                                                                
|10.43*   | Cooperative Research and Development Agreement
      between US Army Picatinny Arsenel and mPhase Technologies, Inc. dated
      December 20, 2006. (Exhibit 43 to Form S-1 filed July 12, 2007, File No.
      333-144527).                                                                                                                
|10.44*** | Small
      Business Technology Transfer Collaboration Agreement between Rutgers
      University and mPhase Technologies, Inc. dated June 25, 2007                                                                                                                                                                                         
|10.46*   | Phase I Army Grant dated
      July 7, 2007 (Form 10-K filed October 7, 2009, Commission File No.
      000-24969)                                                                                                                                                                                                                          
|10.47*   | Securities Purchase Agreement dated December
      11, 1007 between mPhase Technologies, Inc. and Golden Gate Investors and
      Related Documents in connection with $1,500,000 Convertible Debenture
      Financing (Form 10-K filed October 7, 2009, Commission File No. 000-24969)                                                    
|10.48*   | Securities Purchase Agreement
      dated February 29, 2008 between St. George Investments and mPhase
      Technologies, Inc and Related Documents in connection with $550,000
      Convertible Debenture Financing. (Form 10-K filed October 7, 2009,
      Commission File No. 000-24969)                                               
|10.49*   | Documentation including $350,000 Convertible
      Note and $1,000,000 Convertible Note and Secured Note for $1,000,000
      Financing between mPhase Technologies, Inc. and JMJ Financial dated March
      25, 2008 (Form 10-K filed October 7, 2009, Commission File No. 000-24969)                                                     
|10.52*   | Phase II Army Grant
      dated August 29, 2008 (Form 10-K filed October 7, 2009, Commission File
      No. 000-24969)                                                                                                                                                                                                                      
|10.53*   | Securities Purchase Agreement dated September
      12, 2008 between mPhase Technologies, Inc. and La Jolla Cove Investors and
      Related Documents in connection with $2,000,000 Convertible Debenture
      Financing (Form 8K filing dated September 18, 2008)                                                                        
|10.54*   | Design Development Agreement
      between mPhase Technologies, Inc. and Porsche Design Studio for Emergency
      Flashlight dated November 3, 2008. (Form 8K filed on March 12, 2009) **                                                                                                                                                  
|10.55*   | Documentation dated December 31, 2008 for
      $1,100,000 Convertible Note and Secured Note Financing between mPhase
      Technologies, Inc. and JMJ Financial and Amendment to $350,000 Convertible
      Note Financing (Form 8K Filing dated January 21, 2009, Commission File No.
      000-24969)                                    
|10.56*   | Eagle Picher Proposal for
      mPhase Technologies, Inc. dated January 26, 2009 for design and
      development of mechanically-activated Reserve Battery to be used in
      Emergency Flashlight. (Form 8-K filed January 30, 2009)**                                                                                                   
|10.57*   | Termination Agreement with Golden Gate
      Investors dated March 17, 2009 with respect to Convertible Debenture
      Financing dated December 11, 2007 (Form 10-K filed October 7, 2009,
      Commission File No. 000-24969)                                                                                                            
|10.59*   | Documentation including
      $1,870,000 Convertible Note and Secured Note for Financing with JMJ
      Financial dated August 21, 2009 (Form 8K Filing dated August 21, 2009,
      Commission File No. 000-24969)                                                                                                                         
|10.60*   | Documentation including two $1,200,00 Convertible
    Notes executed September 23, 2009 and November 17, 2009 and Secured Notes
    relating thereto in connection with financing with JMJ Financial (Form
    Amendment No. 3 to Form 10Q for the period ended December 31, 2009 file
    September 3, 2010, Commission File No. 000-30202)
|21***    | List of Subsidiaries                                                                                                                                                                                                                                                                                                                        
|31.1     | Certification of Chief Executive Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   
|31.2     | Certification of Chief Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.                                                                                                                                                                                                                             
|32.1     | Certification of Chief Executive
      Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.                                                                                                                                                                                                                             
|32.2     | Certification of Chief Financial
      Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.                                                                                                                                                                                                                             

|*   | Incorporated by reference.                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                   
|**  | All or portions of such Agreements have been omitted and
      the Company has requested that the omitted sections be treated as
      "Confidential Information" pursuant to Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended and has been filed with the Securities
      and Exchange Commission separately.
|    |                                                                                                                                                                                                                                                                                                                                   
|*** | Incorporated by reference from Amendment No. 6 to Form
      10K for the period ended June 30, 2009 file on August 13, 2009.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                   

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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: December 3, 2010 | By:                      
|                        |                          
|                        |                          

Pursuant to the requirements of the
Securities and Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

|Ronald A. Durando, Chief Executive Officer, Director                                          | December 3, 2010
|--------------------------------------------------------------------------------------------- | ----------------
|Gustave T. Dotoli, Chief Operating Officer, Director                                          | December 3, 2010
|Martin S. Smiley, Executive Vice President, Chief
      Financial Officer and General Counsel | December 3, 2010
|                                                                                              |                 
|Anthony Guerino, Director                                                                     | December 3, 2010
|Abraham Biderman, Director                                                                    | December 3, 2010
|Victor Lawrence, Director                                                                     | December 3, 2010
|                                                                                             

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