**EXHIBIT 31(a)**

**mPHASE TECHNOLOGIES, INC.**

**Certification of Procedures        Followed in Connection  with Sarbanes-Oxley Act Certification**

The undersigned, the Chief Executive        Officer of mPhase Technologies Inc., a New Jersey Corporation (the “Company”)        hereby certifies, for purposes of documenting the steps followed by the        officer in connection with the execution and delivery to the Securities        and Exchange Commission of the attached certification, as follows:

(1) I reviewed in detail the        Annual Report on Form 10-K under the Securities Act of 1934 (the “Form        10-K”) shortly before the certification was provided.

(2) I discussed the substance        of the Form 10-K with each of the Company’s outside auditors and        the Chief Financial Officer. These discussions took place at various        times and covered principally the financial statement portions of the        reports (including the notes which are an integral part of the financial        statements) and related financial disclosures. These discussions included        my verifying that the financial statements included in the Form S-1 are        accurate and complete, and are properly prepared and consolidated. I        confirmed that each of the outside auditors and Chief Financial Officer        were satisfied that the notes to the financial statements read clearly        and that the notes fairly explain the company’s significant accounting        principles and significant estimates, as well as disclose all material        contingencies and “off balance sheet” transactions and commitments        known to them. In addition, my discussions with outside auditors included        a discussion of any material issues that came up in their review of the        financial statements and the resolution of those issues. I also verified        with the outside auditors and Chief Financial Officer that internal controls        are in place and operating to warrant reliance upon the financial and        business information provided to me by management.

(3) I confirmed that the consolidated        financial statements included in the Form 10-K are accurate and complete        in all material respects, reflect all transactions of the Company during        and for the statement period following accounting principles consistent        with those applied in prior periods, and that all period end adjustments        have been made in a manner consistent with the accounting principles        in prior periods (other than usual and customary year end adjustments        in the case of interim statements).

(4) I informed the heads of the        Company’s primary business units and divisions, as well as any        officers of those business units or divisions who have the primary financial        reporting responsibility that I would be providing a certification regarding        the accuracy of the Form 10-K and confirmed orally and in writing with        each such head and financial officer that insofar as they knew, the Form        10-K did not include any untrue statement of a material fact or omit        to state a material fact.

(5) The registrant’s other        certifying officers and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in The Securities Act        of 1934) for the registrant and we have: 

a) designed such disclosure controls        and procedures 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 Form        10-K is being prepared;

b) evaluated the effectiveness        of the registrant’s disclosure controls and procedures as of a        date within 90 days prior to the filing date of this Form 10-K (the “Evaluation        Date”); and

c) presented in this Form 10-K        our conclusions about the effectiveness of the disclosure controls and        procedures based on our evaluation as of the Evaluation Date;

(6) The registrant’s other        certifying officers and I have disclosed, based on our most recent evaluation,        to the registrant’s auditors and the audit committee of registrant’s        board of directors (or persons performing the equivalent function):

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a) all significant deficiencies        in the design or operation of internal controls which could adversely        affect the registrant’s ability to record, process, summarize and        report financial data and have identified for the registrant’s        auditors any material weaknesses in internal controls; and

b) any fraud, whether or not        material, that involves management or other employees who have a significant        role in the registrant’s internal controls; and

(7) The registrant’s other        certifying officers and I have indicated in this Form 10-K whether or        not there were significant changes in internal controls or in other factors        that could significantly affect internal controls subsequent to the date        of our most recent evaluation, including any correction actions with        regard to significant deficiencies and material weaknesses.

(8) As a result of the foregoing        procedures, I concluded that, to the best of my knowledge, I was able        to provide the certification without exception.

I have executed this certification        as of the 10th day of September 2003.
| /s/    |        | Ronald A. Durando                                |
|--------|--------|--------------------------------------------------|
|   |   |                                             |
| Name:  |   | Ronald A. Durando        Chief Executive Officer |

 

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**mPhase Technologies Inc.**

**Certification of Procedures        Followed in Connection  with Sarbanes-Oxley Act Certification**

 

The undersigned, Executive Vice        President, Chief Financial Officer and General Counsel of mPhase Technologies        Inc., a New Jersey Corporation (the “Company”) hereby certifies,        for purposes of documenting the steps followed by the officer in connection        with the execution and delivery to the Securities and Exchange Commission        of the attached certification, as follows:

 (1) I reviewed in detail        the Annual Report on Form 10-K under the Securities Act of 1934 (the “Form        10K”) shortly before the certification was provided.

(2) I discussed the substance        of the Form 10-K with each of the Company’s outside auditors and        the Chief Financial Officer. These discussions took place at various        times and covered principally the financial statement portions of the        reports (including the notes which are an integral part of the financial        statements) and related financial disclosures. These discussions included        my verifying that the financial statements included in the Form S-1 are        accurate and complete, and are properly prepared and consolidated. I        confirmed that each of the outside auditors and Chief Financial Officer        were satisfied that the notes to the financial statements read clearly        and that the notes fairly explain the company’s significant accounting        principles and significant estimates, as well as disclose all material        contingencies and “off balance sheet” transactions and commitments        known to them. In addition, my discussions with outside auditors included        a discussion of any material issues that came up in their review of the        financial statements and the resolution of those issues. I also verified        with the outside auditors and Chief Financial Officer that internal controls        are in place and operating to warrant reliance upon the financial and        business information provided to me by management.

(3) I confirmed that the consolidated        financial statements included in the Form 10-K are accurate and complete        in all material respects, reflect all transactions of the Company during        and for the statement period following accounting principles consistent        with those applied in prior periods, and that all period end adjustments        have been made in a manner consistent with the accounting principles        in prior periods (other than usual and customary year end adjustments        in the case of interim statements).

(4) I informed the heads of the        Company’s primary business units and divisions, as well as any        officers of those business units or divisions who have the primary financial        reporting responsibility that I would be providing a certification regarding        the accuracy of the Form 10-K and confirmed orally and in writing with        each such head and financial officer that insofar as they knew, the Form        10-K did not include any untrue statement of a material fact or omit        to state a material fact.

(5) The registrant’s other        certifying officers and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in The Securities Act        of 1934) for the registrant and we have: 

a) designed such disclosure controls        and procedures 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 Form        10-K is being prepared;

b) evaluated the effectiveness        of the registrant’s disclosure controls and procedures as of a        date within 90 days prior to the filing date of this Form 10-K (the “Evaluation        Date”); and

c) presented in this Form 10-K        our conclusions about the effectiveness of the disclosure controls and        procedures based on our evaluation as of the Evaluation Date;

(6) The registrant’s other        certifying officers and I have disclosed, based on our most recent evaluation,        to the registrant’s auditors and the audit committee of registrant’s        board of directors (or persons performing the equivalent function):

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a) all significant deficiencies        in the design or operation of internal controls which could adversely        affect the registrant’s ability to record, process, summarize and        report financial data and have identified for the registrant’s        auditors any material weaknesses in internal controls; and

b) any fraud, whether or not        material, that involves management or other employees who have a significant        role in the registrant’s internal controls; and

(7) The registrant’s other        certifying officers and I have indicated in this Form 10-K whether or        not there were significant changes in internal controls or in other factors        that could significantly affect internal controls subsequent to the date        of our most recent evaluation, including any correction actions with        regard to significant deficiencies and material weaknesses.

(8) As a result of the foregoing        procedures, I concluded that, to the best of my knowledge, I was able        to provide the certification without exception.

I have executed this certification        as of the 10th day of September 2003.
| /s/    |   |  Martin S. Smiley                                                                                     |
|--------|--------|------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                       |
| Name:  |   | Martin S. Smiley        Executive Vice President        Chief Financial Officer and        General Counsel |

 

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   ** mPhase        Technologies Inc.**

**Certification of Procedures        Followed in Connection  with Sarbanes-Oxley Act Certification**

 

The undersigned, the Chief Operating        Officer of mPhase Technologies Inc., a New Jersey Corporation (the “Company”)        hereby certifies, for purposes of documenting the steps followed by the        officer in connection with the execution and delivery to the Securities        and Exchange Commission of the attached certification, as follows:

(1) I reviewed in detail the        Annual Report on Form 10-K under the Securities Act of 1934 (the “Form        10-K”) shortly before the certification was provided.

(2) I discussed the substance        of the Form 10-K with each of the Company’s outside auditors and        the Chief Financial Officer. These discussions took place at various        times and covered principally the financial statement portions of the        reports (including the notes which are an integral part of the financial        statements) and related financial disclosures. These discussions included        my verifying that the financial statements included in the Form S-1 are        accurate and complete, and are properly prepared and consolidated. I        confirmed that each of the outside auditors and Chief Financial Officer        were satisfied that the notes to the financial statements read clearly        and that the notes fairly explain the company’s significant accounting        principles and significant estimates, as well as disclose all material        contingencies and “off balance sheet” transactions and commitments        known to them. In addition, my discussions with outside auditors included        a discussion of any material issues that came up in their review of the        financial statements and the resolution of those issues. I also verified        with the outside auditors and Chief Financial Officer that internal controls        are in place and operating to warrant reliance upon the financial and        business information provided to me by management.

(3) I confirmed that the consolidated        financial statements included in the Form 10-K are accurate and complete        in all material respects, reflect all transactions of the Company during        and for the statement period following accounting principles consistent        with those applied in prior periods, and that all period end adjustments        have been made in a manner consistent with the accounting principles        in prior periods (other than usual and customary year end adjustments        in the case of interim statements).

(4) I informed the heads of the        Company’s primary business units and divisions, as well as any        officers of those business units or divisions who have the primary financial        reporting responsibility that I would be providing a certification regarding        the accuracy of the Form 10-K and confirmed orally and in writing with        each such head and financial officer that insofar as they knew, the Form        10-K did not include any untrue statement of a material fact or omit        to state a material fact.

(5) The registrant’s other        certifying officers and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in The Securities Act        of 1934) for the registrant and we have: 

a) designed such disclosure controls        and procedures 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 Form        10-K is being prepared;

b) evaluated the effectiveness        of the registrant’s disclosure controls and procedures as of a        date within 90 days prior to the filing date of this Form 10-K (the “Evaluation        Date”); and

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c) presented in this Form 10-K        our conclusions about the effectiveness of the disclosure controls and        procedures based on our evaluation as of the Evaluation Date;

(6) The registrant’s other        certifying officers and I have disclosed, based on our most recent evaluation,        to the registrant’s auditors and the audit committee of registrant’s        board of directors (or persons performing the equivalent function):

a) all significant deficiencies        in the design or operation of internal controls which could adversely        affect the registrant’s ability to record, process, summarize and        report financial data and have identified for the registrant’s        auditors any material weaknesses in internal controls; and

b) any fraud, whether or not        material, that involves management or other employees who have a significant        role in the registrant’s internal controls; and

(7) The registrant’s other        certifying officers and I have indicated in this Form 10-K whether or        not there were significant changes in internal controls or in other factors        that could significantly affect internal controls subsequent to the date        of our most recent evaluation, including any correction actions with        regard to significant deficiencies and material weaknesses.

(8) As a result of the foregoing        procedures, I concluded that, to the best of my knowledge, I was able        to provide the certification without exception.

I have executed this certification        as of the 10th day of September 2003.
| /s/    |   |  Gustave T. Dotoli                          |
|--------|--------|--------------------------------------------------|
|   |   |                                             |
| Name:  |   | Gustave T. Dotoli        Chief Operating Officer |

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