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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/A(Amendment No. 5)

x 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, 2009

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 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 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.

As of September 19, 2009 there were approximately
1,103,089,650 shares of common stock, $01 par value, outstanding and the
aggregate market price of shares held by non-affiliates was approximately
$23,813,528 (Based upon a closing common stock price of $.024 on September 19,
2009 solely for the purpose of calculating the preceding amount, all directors
and officers of the registrant are deemed to be affiliates.)

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Explanatory Note

This Amendment No. 5 to Form 10K for mPhase
  Technologies, Inc. for the period ended June 30, 2009, is being filed for
  purposes of correcting certain errors contained in the table of exhibits of
  Amendment No. 4 to Form 10K for the period ended June 30, 2009.

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ITEM 14A. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8K

(a)(1) The
following is a list of the financial statements, financial statement schedules
and exhibits, which are included in this Annual Report on Form 10-K. Where so
indicated by footnote, exhibits, which were previously filed, are incorporated
by reference.

FINANCIAL STATEMENT SCHEDULES:

EXHIBITS

|          |  |                                                                                                                                                                                                                                                                    
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITS  |  |                                                                                                                                                                                                                                                                    
|NUMBER    |  |                                                                                                                                                                                                                                                                    
|REFERENCE |  | DESCRIPTION                                                                                                                                                                                                                                                        
|          |  |                                                                                                                                                                                                                                                                    
|          |  |                                                                                                                                                                                                                                                                    
|2.1*      |  | Exchange of
  Stock Agreement and Plan of Reorganization (incorporated by reference to Exhibit
  2(a) to our registration statement on Form 10SB-12G filed on October 16, 1998
  (file no. 000-24969)).                                                            
|          |  |                                                                                                                                                                                                                                                                    
|2.2*      |  | Exchange of
  Stock Agreement and Plan of Reorganization dated June 25, 1998 (incorporated
  by reference to Exhibit 2(b) to our registration statement on Form 10SB-12G
  filed on May 6, 1999 (file no. 000-24969)).                                             
|          |  |                                                                                                                                                                                                                                                                    
|3.1**     |  | Certificate of Incorporation of the
Company.                                                                                                                                                                                                                       
|          |  |                                                                                                                                                                                                                                                                    
|3.2**     |  | Bylaws of the Company                                                                                                                                                                                                                                              
|          |  |                                                                                                                                                                                                                                                                    
|10.1*     |  | License
  Agreement, dated March 26, 1998, between the Company and Georgia Tech
  Research Corporation (incorporated by reference to Exhibit 10(e) to our
  registration statement on Form 10SB-12G filed on October 16, 1998 (file no.
  000- 24969)).            
|          |  |                                                                                                                                                                                                                                                                    
|10.2*     |  | First
  Amendment to the License Agreement dated January 8, 2001, between the Company
  and Georgia Tech Research Corporation (incorporated by reference to Exhibit 10.2
  to our registration statement on Form S-1 filed on June 18, 2001 (file no.
  33-63262)).
|          |  |                                                                                                                                                                                                                                                                    

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EXHIBITSNUMBERREFERENCE

DESCRIPTION10.9*

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


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EXHIBITSNUMBERREFERENCE

DESCRIPTION10.46*

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.**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. **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)


|     |  |                                                                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|21*  |  | List of
  Subsidiaries (incorporated by reference to Exhibit 21 to our registration
  statement on Form S-1 filed on June 18, 2001 (file no. 33-63262)).
|     |  |                                                                                                                                                         
|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.
3 to Form 10K filed June 4, 2010, Commission File No. 000-30202

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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: July 20, 2010 | By:                       | /s/
      RONALD A. DURANDO
|                     |                           | Ronald A. Durando          
|                     |                           | President, CEO             

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                                | July 20, 2010
|----------------------------------------------------------------------------------- | -------------
|                                                                                    |              
|Gustave T. Dotoli, Chief Operating Officer, Director                                | July 20, 2010
|                                                                                    |              
|Martin S. Smiley, EVP, Chief Financial Officer, and General
      Counsel, Director | July 20, 2010
|                                                                                    |              
|Anthony Guerino, Director                                                           | July 20, 2010
|                                                                                    |              
|Abraham Biderman, Director                                                          | July 20, 2010
|                                                                                    |              
|Victor Lawrence, Director                                                           | July 20, 2010
|                                                                                    |              

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