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Exhibit 31.2

CERTIFICATION PURSUANT TO RULE
13A-14(a)/15D-14(a)OF THE SECURITIES EXCHANGE ACT OF 1934, AS
ADOPTEDPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Martin Smiley, certify that:

1.

> I have reviewed this annual report on Form 10-K/A of mPhase
> Technologies, Inc.:

2.

> Based on my knowledge, this report does not contain any untrue
> statement of a material fact or omit to state a material fact necessary to make
> the statements made, in light of the circumstances under which such statements
> were made, not misleading with respect to the period covered by this report;

3.

> Based on my knowledge, the financial statements, and other
> financial information included in this report, fairly present in all material
> respects the financial condition, results of operations and cash flows of the
> registrant as of, and for, the periods presented in this report;

4.

> The registrant's other certifying officer(s) and I are
> responsible for establishing and maintaining disclosure controls and procedures
> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
> over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
> 15d-15(f)) for the registrant and have:
> a.
>   designed such disclosure controls and procedures or caused such
> disclosure controls and procedures to be designed under our supervision, to
> ensure that material information relating to the registrant, including its
> consolidated subsidiaries, is made known to us by others within those entities,
> particularly during the period in which this report is being prepared;
> b.
>   designed such internal control over financial reporting, or
> caused such internal control over financial reporting to be designed under our
> supervision, to provide reasonable assurance regarding the reliability of
> financial reporting and the preparation of financial statements for external
> purposes in accordance with generally accepted accounting principles;
> c.
>   evaluated the effectiveness of the registrant's disclosure
> controls and procedures and presented in this report our conclusions about the
> effectiveness of the disclosure controls and procedures, as of the end of the
> period covered by this report based on such evaluation; and



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> d.
>   disclosed in this report any change in the registrant's
> internal control over financial reporting that occurred during the registrant's
> most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
> of an annual report) that has materially affected, or is reasonably likely to
> materially affect, the registrant's internal control over financial reporting;
> and

5.

> The registrant's other certifying officer(s) and I have
> disclosed, based on our most recent evaluation of internal control over
> financial reporting, to the registrant's auditors and the audit committee of
> registrant's board of directors (or persons performing the equivalent
> functions):
> a.
>   all significant deficiencies and material weaknesses in the
> design or operation of internal control over financial reporting which are
> reasonably likely to adversely affect the registrant's ability to record,
> process, summarize and report financial information; and
> b.
>   any fraud, whether or not material, that involves management or
> other employees who have a significant role in the registrant's internal control
> over financial reporting.

Date: May 11, 2010 /s/ Martin SmileyMartin
SmileyEVP, CFO and General Counsel

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