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|Exhibit 31.1                                                                                                                                                                                                                                                                                                                                                                                               
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|CERTIFICATION PURSUANT TO RULE 13A-14(a)/15D-14(a)                                                                                                                                                                                                                                                                                                                                                         
|OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED                                                                                                                                                                                                                                                                                                                                                         
|PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                           
|I, Ronald A. Durando, 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                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                           
|d.                                                                                                                                                                                                                                                                                                                                                                                                         

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|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
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|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/ Ronald A. Durando                                                                                                                                                                                                                                                                                                                                                                                          
|Ronald A. Durando                                                                                                                                                                                                                                                                                                                                                                                              
|President and CEO                                                                                                                                                                                                                                                                                                                                                                                              

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