UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-K/A
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
  FOR THE YEAR ENDEDJUNE 30, 2012
  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. Employerincorporation 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 o     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 o     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 o
  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 o     No o
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  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. o
  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 oNon-accelerated filer   x
Smaller reporting company o
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
  Yes o    No x
 As of July 26, 2012 there were approximately 4,071,051,851 shares of common stock, $01 par value, outstanding and the aggregate market price of shares held by non-affiliates was approximately $4,993,904. based upon the  closing common stock price on that date.
  Documents Incorporated by Reference
  None.
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  EXPLANATORY NOTE
  The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the period ended June 30, 2012 (the “10-K”), is to correct page 64 with respect to stating that the Company’s internal controls are effective based upon management’s evaluation and to correct page 121 with respect to adding the signatures of the Chief Financial Officer and each member of the Board of Directors of the Company . No other changes have been made to the 10-K, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-K.
 
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  ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS
  The Company is not exposed to changes in interest rates as the Company has no floating rate debt arrangements and no investments in certain held-to-maturity securities. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. A hypothetical 100 basis point adverse move in interest rates along the interest rate yield curve would not materially affect the fair value of any financial instruments at June 30, 2012. We believe that interest rate risks for our accounts receivable are insignificant. Sales to customers are denominated in dollars. Accordingly, we are not directly exposed to market risks from currency fluctuations.
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  See pages beginning page 77.
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  None.
  ITEM 9A. CONTROLS AND PROCEDURES Assessment of Internal Controls Evaluation of Disclosure Controls and Procedures
  The Company has implemented disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
  As of June 30, 2012, the management of the Company carried out an assessment, under the supervision of and with the participation of the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2012.
  Management’s Report on Internal Control over Financial Reporting
  Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. The Company utilizes the COSO Framework for internal control over financial reporting. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the interim or annual financial statements.
  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
  The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2012. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based upon the evaluation management has concluded that internal controls over financial reporting is effective.
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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: September 24, 2012
By:
/s/ RONALD A. DURANDORonald A. Durando

President, CEO
  Dated: September 24, 2012
By: /s/ Martin S. SmileyMartin S. SmileyExecutive Vice President Chief Financial Officer and General Counsel
  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
September 24, 2012Gustave T. Dotoli, Chief Operating Officer, Director
September 24, 2012Martin S. Smiley, Executive Vice President, Chief Financial Officer and General Counsel
September 24, 2012Anthony Guerino, Director
September 24, 2012Abraham Biderman, Director
September 24, 2012Victor Lawrence, Director
September 24, 2012
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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: February 6, 2013
By:
/s/ RONALD A. DURANDORonald A. Durando

President, CEO
 Dated: February 6, 2013
By: /s/ Martin S. SmileyMartin S. SmileyExecutive Vice President Chief Financial Officer and General Counsel
  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
February 6, 2013Gustave T. Dotoli, Chief Operating Officer, Director
February 6, 2013Martin S. Smiley, Executive Vice President, Chief Financial Officer and General Counsel
February 6, 2013Anthony Guerino, Director
February 6, 2013Abraham Biderman, Director
February 6, 2013Victor Lawrence, Director
February 6, 2013
  
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 EXHIBITS31.1
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.