<PAGE>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

                          COMMISSION FILE NO. 000-24969

                            mPhase Technologies, Inc.

             (Exact name of registrant as specified 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)

               ISSUER'S TELEPHONE NUMBER, (203) 838-2741

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 / /

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
STOCK AS OF NOVEMBER 9, 2003 IS 72,086,186 SHARES, ALL OF ONE CLASS OF $.01
STATED VALUE COMMON STOCK.


                                       1
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                                      INDEX
<TABLE>
<CAPTION>

<S>                                                                                  <C>
                                                                                      PAGE
PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

                  Consolidated Balance Sheets-June 30, 2003 and
                     September 30, 2003, (Unaudited)                                   3

                  Unaudited Consolidated Statements of Operations-Three months
                     ended September 30, 2002 and 2003 and from October 2, 1996
                    (Date of Inception) to September 30, 2003                          4

                  Unaudited Consolidated Statement of Changes in Shareholders'
                    Deficit Three months ended September 30, 2003                      5

                  Unaudited Consolidated Statements of Cash Flows-Three Months
                    ended September 30, 2002 and 2003 and from October 2, 1996
                    (Date of Inception) to June 30, 2003                               6

                  Notes to Unaudited Consolidated Financial Statements                 7

ITEM 2   Management's Discussion and Analysis of Financial Condition and
                    Condition and Results of Operations                               15

ITEM 3   Quantitative and Qualitative Disclosures about market risk                   25

ITEM 4   CONTROLS AND PROCEDURES                                                      25

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                            26

Item 2.  Changes in Securities                                                        26

Item 3.  Defaults Upon Senior Securities                                              26

Item 4.  Submission of Matters to a Vote of Security Holders                          26

Item 5.  Other Information                                                            26

Item 6.  Exhibits on Reports on Form 8-K                                              27

Signature Page                                                                        28

Certifications                                                                        29
</TABLE>


                                       2
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                  June 30,        September 30,
                                                                                   2003               2003
                                                                                   ----               ----
                                                                                                  (Unaudited)
ASSETS

<S>                                                                          <C>                 <C>
CURRENT ASSETS
Cash and cash equivalents                                                    $     396,860       $      146,538
Accounts receivable, net of bad debt reserve
  of $0 for each period                                                            287,135              729,455
Stock subscription receivable                                                      110,000                    -
Inventories, net                                                                 2,103,328            1,088,875
Prepaid expenses and other current assets                                          100,329              100,592
                                                                             -------------        -------------


     Total Current Assets                                                        2,997,652            2,065,460
                                                                             -------------        -------------

Property and equipment, net                                                        581,890              410,099
Patents and licensing rights, net                                                  184,857              151,606
Other Assets                                                                        17,250               17,250
                                                                             -------------        -------------

      TOTAL ASSETS                                                           $   3,781,649        $   2,644,415
                                                                             =============        =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                               2,352,961            2,379,566
  Accrued expenses                                                                 885,735              449,561
  Due to related parties                                                           187,372               60,974
  Notes payable, current                                                           762,735              872,804
  Deferred revenue                                                                 214,180              267,180
  Notes payable, related parties                                                         -              460,000
                                                                             -------------        -------------

      TOTAL CURRENT LIABILITIES                                                  4,402,983            4,490,085
                                                                             -------------        -------------

Long-term debt, net of current portion                                             586,303              474,235
Other Liabilities                                                                1,561,249            1,561,249
Other Liabilities, related parties                                                 460,000                    -
                                                                             -------------        -------------

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

Common stock, stated value $.01, 150,000,000
  shares authorized; 71,453,521 and
  71,961,525 shares issued and outstanding at
  June 30, 2003 and September 30, 2003, respectively                               714,535              719,615
Additional paid in capital                                                     104,081,049          104,288,212
Deficit accumulated during development stage                                  (108,016,497)        (108,881,008)
Less-Treasury stock, 13,750 shares at cost                                          (7,973)              (7,973)
                                                                             -------------        -------------
      TOTAL STOCKHOLDERS' DEFICIT                                               (3,228,886)          (3,881,154)
                                                                             -------------        -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $   3,781,649        $   2,644,415
                                                                             =============        =============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.


                                       3
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                  October 2, 1996
                                                                   Three Months Ended                 (Date of
                                                                      September 30,                 Inception) to
                                                                                                    September 30,
                                                               2002                  2003               2003
                                                           ------------          -----------       -------------

<S>                                                        <C>                   <C>               <C>
REVENUES                                                   $    210,077          $ 2,489,201       $  17,456,896
                                                           ------------          -----------       -------------

COSTS AND EXPENSES
 Cost of Sales                                                  197,319            2,098,744          11,943,696
 Research and development
   including non-cash stock related
   charges of $43,750, $0
   and $2,045,669, respectively)                                803,294              611,420          34,958,499
 General and Administrative
  (including non-cash stock
  related charges of $226,300
  $112,245 and $46,172,894
  respectively)                                                 892,782              604,892          75,482,028
 Depreciation and amortization                                  130,729               46,104           2,813,133
                                                           ------------          -----------       -------------

   TOTAL COSTS AND EXPENSES                                   2,024,124            3,361,160         125,197,356
                                                           ------------          -----------       -------------

LOSS FROM OPERATIONS                                         (1,814,047)            (871,959)       (107,740,460)

OTHER INCOME
  Gain on extinguishments                                        40,725               23,087             226,549
  Minority interest loss in
   consolidated subsidiary                                            -                    -              20,000
  Capital losses                                                      -                    -             (11,258)
  Loss from unconsolidated
   subsidiary                                                         -                    -          (1,466,467)
  Interest Income (expense), net                                (18,735)             (15,639)             90,628
                                                           ------------          -----------       -------------

    TOTAL OTHER INCOME (EXPENSE)                                 21,990                7,448          (1,140,548)
                                                           ------------          -----------       -------------

NET LOSS                                                   $ (1,792,057)         $  (864,511)      $(108,881,008)
                                                           ============          ===========       =============

Unrealized holding loss on securities                            (9,368)                   -                   -
                                                           ------------          -----------       -------------

Comprehensive Loss                                         $ (1,801,425)           $(864,511)      $(108,881,088)
                                                           ============          ===========       =============

LOSS PER COMMON SHARE,
  basic and diluted                                        $       (.03)         $      (.01)
                                                           ============          ===========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, basic and diluted                               60,881,131           71,725,318
                                                           ============          ===========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                       4
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                      Consolidated Statement of Changes in
                        Shareholders' Deficit (unaudited)
<TABLE>
<CAPTION>
                                                                                                                Total
                                                                          Additional                         Shareholders
                                              $.01 Stated   Treasury       Paid-in        Accumulated         (Deficit)
                                   Shares        Value       Stock         Capital         Deficit             Equity
                                ---------------------------------------------------------------------------------------

<S>                              <C>            <C>         <C>          <C>             <C>                <C>
Balance June 30, 2003           71,453,521      $714,535    $(7,973)     $104,081,049    $(108,016,497)     $(3,228,886)
                                ----------      --------    -------      ------------    -------------      -----------

Issuance of common stock with
warrants in private placement       333,337        3,333         --            96,667               --          100,000

Issuance of Common stock
for services                        174,667        1,747         --            50,653               --           52,400
Issuance of warrants
to purchase Common
stock for services                      --           --          --            59,843               --           59,843

Net Loss                                --           --          --                --         (864,511)        (864,511)
                                ----------      --------    -------      ------------    -------------      -----------

Balance, September, 2003        71,961,525      $719,615    $(7,973)     $104,288,212    $(108,881,008)     $(3,881,154)
                                ==========      ========    =======      ============    =============      ===========
</TABLE>


                                       5
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                               October 2,
                                                                                                  1996
                                                              Three Months Ended                (Date of
                                                                  September 30,               Inception) to
                                                                                              September 30,
                                                          2002                 2003                2003
                                                       -----------         -----------        -------------

<S>                                                 <C>                  <C>                  <C>
Cash Flow From Operating Activities:
Net Loss                                            $  (1,792,057)       $    (864,511)       $(108,881,008)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                           380,563              210,543            5,804,683
  Book Value of fixed assets disposed                        --                   --                 74,272
  Provision for doubtful accounts                            --                   --                 32,124
  Gain on debt extinguishments                           (40,725)              (23,087)            (226,549)
Loss on unconsolidated subsidiary                            --                   --              1,466,467
  Impairment of note receivable                              --                   --                232,750
  Loss on Security                                                                                   11,258
  Non-cash charges relating to issuance of                270,050              112,245           48,256,342
   common stock, common stock options and
  Warrants
Changes in assets and liabilities:
  Accounts receivable                                     154,944             (442,320)            (761,569)
  Inventories                                             160,690            1,014,452             (878,636)
  Prepaid expenses and other current assets                24,662                 (263)            (596,884)
  Other non-current assets                                  1,623                 --                   --
  Accounts payable                                         44,567               49,692            4,207,087
  Accrued expenses                                         (1,248)            (400,014)           1,412,729
  Due to/from related parties
  Microphase                                              127,500              (57,778)           2,238,171
  Janifast                                                237,438               21,963            2,301,963
  Officers                                                   --                (90,583)             468,756
  Lintel                                                     --                   --                477,000
  Others                                                     --                   --                211,972
  Receivables from Subsidiary                                --                   --               (150,000)
  Deferred revenue                                           --                 53,000              267,180
                                                      -----------          -----------          -----------
Net cash used in operating Activities                    (431,993)            (416,662)         (44,031,903)
                                                      -----------          -----------          -----------

Cash Flow from Investing Activities:
  Payments related to patents and licensing rights           --                  --                (375,720)
  Purchase of fixed assets                                   --                 (5,500)          (2,542,605)
                                                      -----------          -----------          -----------
Net Cash (used)/provided by investing
  activities                                                 --                 (5,500)          (2,918,325)
                                                      -----------          -----------          -----------
Cash Flow from Financing Activities:
  Proceeds from issuance of common stock and
    exercises of options and warrants                        --                173,840           46,681,758
  Payments of notes payable                               (29,697)              (2,000)            (204,859)
  Advances from related party                             418,750                --                 627,840
  Repurchase of treasury stock at cost                       --                  --                  (7,973)
                                                      -----------          -----------          -----------
Net cash provided by financing activities                 389,053              171,840           47,096,766
                                                      -----------          -----------          -----------
Net increase (decrease) in cash                           (42,940)            (250,322)             146,538
CASH AND CASH EQUIVALENTS, beginning of period             47,065              396,860                 --
                                                      -----------          -----------          -----------
CASH AND CASH EQUIVALENTS, end of period              $     4,125          $   146,538          $   146,538
                                                      ===========          ===========          ===========
 </TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       6
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         NATURE OF OPERATIONS

         mPhase Technologies, Inc. (the "Company") was organized on October 2,
         1996. On February 17, 1997, the Company acquired Tecma Laboratories,
         Inc. ("Tecma") in a transaction accounted for as a reverse merger. On
         June 25, 1998, the Company acquired Microphase Telecommunications, Inc.
         ("MicroTel"), through the issuance of 2,500,000 shares of its common
         stock in exchange for all the issued and outstanding shares of
         MicroTel. The assets acquired in this acquisition were patents related
         to the mPhase line of DSL component products (e.g., POTS Splitters) and
         patent applications utilized in the Company's proprietary Traverser(TM)
         Digital Video Data Delivery System ("Traverser"). The primary business
         of the company is to design, develop, manufacture and market high
         band-width telecommunication products incorporating digital subscriber
         line ("DSL") technology. The present activities of the Company are
         focused (a) upon cost reduction and enhancement of its proprietary
         Traverser(TM) product under an Agreement with Lucent Technologies, Inc.
         and (b) deployment of the Traverser(TM) product. The Traverser(TM)
         enables telecommunications service providers to simultaneously deliver
         MPEG2 digital quality television (utilizing non-internet protocol),
         high-speed Internet and voice over copper telephone wire utilizing DSL
         technology. Additionally, the Company sells DSL component products
         which includes microfilters, splitters, and line extenders.

         The Company is in the development stage, as defined by Statement of
         Financial Accounting Standards ("SFAS") No. 7, "Accounting and
         Reporting by Development Stage Enterprises." and its present activities
         are focused on the commercial deployment of its proprietary Traverser
         (TM) and associated DSL component products. Since mPhase is in the
         development stage, the accompanying consolidated financial statements
         should not be regarded as typical for normal operating periods.

         BASIS OF PRESENTATION-The accompanying unaudited consolidated financial
         statements have been prepared in accordance with generally accepted
         accounting principles for interim financial information and pursuant to
         the regulations of the Securities Exchange Commission. Accordingly,
         they do not include all of the information and footnotes required by
         generally accepted accounting principles for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation have been included. Operating results for the three months
         ending September 30, 2003 are not necessarily indicative of the results
         that may be expected for a full fiscal year. For further information,
         refer to the consolidated financial statements and footnotes thereto
         included in the Company's Annual Report on Form 10-K for the year ended
         June 30, 2003.

         Through September 30, 2003, the Company had incurred cumulative (a)
         development stage losses totaling approximately $108,881,008 and (b)
         negative cash flow from operations equal to $44,031,903. At September
         30, 2003, the Company had approximately $146,538 of cash, cash
         equivalents and approximately $729,455 of trade receivables to fund
         short-term working capital requirements. The Company's ability to
         continue as a going concern and its future success is dependent upon
         its ability to raise capital in the near term to: (1) satisfy its
         current obligations, (2) continue its research and development efforts,
         and (3) allow the successful wide scale development, deployment and
         marketing of its products.


                                       7
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         USE OF ESTIMATES-The preparation of financial statements in conformity
         with generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenues and expenses during the reporting periods. Actual
         results could differ from those estimates.

         RECLASSIFICATIONS-Certain reclassifications have been made in the prior
         period consolidated financial statements to conform to the current
         period presentation.

         LOSS PER COMMON SHARE, BASIC AND DILUTED - The Company accounts for net
         loss per common share in accordance with the provisions of SFAS No.
         128, "EARNINGS PER SHARE" ("EPS"). SFAS No. 128 requires the disclosure
         of the potential dilution that could occur if securities or other
         contracts to issue common stock were exercised or converted into common
         stock or resulted in the issuance of common stock that then shared in
         the earnings of the entity. Common equivalent shares have been excluded
         from the computation of diluted EPS for all periods presented since
         their affect is antidilutive.

         RESEARCH AND DEVELOPMENT-Research and development costs are charged to
         operations as incurred.

         REVENUE RECOGNITION-All revenue included in the accompanying
         consolidated statements of operations for all periods presented relates
         to sales of mPhase's line of POTS Splitter products and other related
         DSL component products. As required, the Company adopted the Securities
         and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No.
         101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, which provides
         guidance on applying generally accepted accounting principles to
         revenue recognition based on the interpretations and practices of the
         SEC. The Company recognizes revenue for its line of POTS Splitter
         products and other DSL component products at the time of shipment, at
         which time, no other significant obligations of the Company exist,
         other than normal warranty support. In addition, the Company includes
         costs of shipping and handling billed to customers in revenue and the
         related expenses of shipping and handling costs is included in cost of
         sales.


         STOCK-BASED COMPENSATION-mPhase has elected to continue to account for
         stock-based compensation under APB Opinion No. 23, under which no
         compensation expense has been recognized for stock options and certain
         compensating warrants granted to employees at fair market value. In
         accordance with SFAS No. 148 the Company has elected to implement the
         disclosure only provisions of this statement. Had compensation expense
         for stock options granted under the Plan and certain warrants granted
         to employees in 2002 and 2003 been determined based on fair value at
         the grant dates, mPhase's net loss for the three months ended September
         30, 2002 and 2003 would have been increased to the pro forma amounts
         shown below.

                                                        Three Months Ended
                                                          September 30,
                                                    --------------------------
                                                        2002            2003
                                                    -----------      ---------
         Net Loss:
         As reported .........................      $(1,801,425)     $(864,511)
                                                    -----------      ---------
         Pro forma ...........................      $ 1,801,425      $ 854,511
                                                    ===========      =========

         Net Loss Per Share:
         As reported .........................      $      (.03)     $    (0.1)
                                                    ===========      =========
         Pro forma ...........................      $      (.03)     $    (0.1)
                                                    ===========      =========


RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt," and an amendment of that statement, SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers," and SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement amends SFAS No. 13, "Accounting for Leases," to eliminate
inconsistencies between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Also, this statement
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Provisions of SFAS No. 145 related to the rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002. The
adoption of SFAS No. 145 did not have a material impact on our financial
statements.


                                       8
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement covers
restructuring type activities beginning with plans initiated after December 31,
2002. Activities covered by this standard that are entered into after that date
will be recorded in accordance with the provisions of SFAS No. 146. The adoption
of SFAS No. 146 did not have a significant impact on our consolidated financial
position or results of operations.

         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, "Accounting for
Stock-Based Compensation." Additionally, SFAS 148 required more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain circumstances. The Company has adopted the disclosure provisions in our
consolidated financial statements as disclosed above under Stock Based
Compensation.

         In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires a company, at
the time it issues a guarantee, to recognize an initial liability for the fair
value of obligations assumed under the guarantee and elaborates on existing
disclosure requirements related to guarantees and warranties. The initial
recognition requirements of FIN 45 are effective for guarantees issued or
modified after December 31, 2002 and adoption of the disclosure requirements are
effective for the Company during the first quarter ending January 31, 2003. The
adoption of FIN 45 did not have a significant impact on our consolidated
financial position or results of operations.

         In January 2003, the FASB issued FASB Interpretation No. 46 (" FIN
46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51." FIN 46 requires certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the equity investors in the entity do
not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The adoption of FIN 46 did not
have a significant impact on our consolidated financial position or results of
operations.


         In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement is not expected to have a significant impact on
the Company's results of operations or financial position.


STATEMENT OF CASH FLOW SUPPLEMENTAL INFORMATION

                          2002        2003
                        -------      ------
      Interest Paid     $ 2,803      $3,000
                        =======      ======

      Taxes Paid        $     -      $  250
                        =======      ======

                                       9
<PAGE>

                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2. RELATED PARTY TRANSACTIONS

         mPhase's President, Chief Operating Officer and Chairman of the Board
of the Company are also officers of Microphase and mPhase's president and
chairman of the board are shareholders of Microphase. On May 1, 1997, the
Company entered into an agreement with Microphase, whereby it will use office
space as well as the administrative services of Microphase, including the use of
accounting personnel. This agreement was for $5,000 per month and was on a
month-to-month basis. In July 1998, the office space agreement was revised to
$10,000, in January 2000 to $11,050 per month, in July 2001 to $11,340 per
month, in July 2002 to $12,200 per month, in January 2003 to $10,000 per month,
and in July 2003 to $18,000 per month. Additionally, in July 1998, mPhase
entered into an agreement with Microphase, whereby mPhase reimburses Microphase
$40,000 per month for technical research and development. In January 2003 the
technical research and development agreement was revised to $20,000 per month,
and in July 2003 it was further revised to $5,000 per month.

         Microphase also charges fees for specific projects on a
project-by-project basis. During the three months ended September 30, 2002 and
2003 and from inception (October 2, 1996) to September 30, 2003, $253,980,
$72,948, and $7,297,474, respectively, have been charged to expense or inventory
under these Agreements and is included in operating expenses in the accompanying
consolidated statements of operations.

         The Company is obligated to pay a 3% royalty to Microphase on revenues
from its proprietary Traverser(TM) Digital Video and Data Delivery System and
DSL component products. For the three months ended September 30, 2002 and 2003,
mPhase recorded royalties to Microphase totaling $6,302 and $63,507,
respectively. During the fiscal, year ended June 30, 2003 Microphase received
4,033,333 shares of common stock plus 1,000,000 five year warrants to purchase
shares of common stock of mPhase at $.30 per share in exchange for the
cancellation of accounts payable totaling $920,000.

         As a result of the foregoing transactions as of September 30, 2003, the
Company had $4,011 payable to Microphase, which is included in amounts due to
related parties in the accompanying consolidated balance sheet. Additionally, at
September 30, 2003, there are no undelivered purchase orders remain outstanding
to Microphase.

         The Company purchases products and incurs certain research and
development expenses with Janifast Ltd., which is owned by U.S. Janifast
Holdings, Ltd., a company in which three directors of mPhase are significant
shareholders and one is an officer, in connection with the manufacturing of POTS
Splitter shelves and component products including cards and filters sold by the
Company. During the year ended June 30, 2003 Janifast Ltd. was issued 1,500,000
shares of mPhase common stock in connection with the cancellation of $360,000 of
outstanding liabilities of mPhase, the value of which was based upon the price
of the Company's stock on the effective date of the settlement. No gain or loss
was recognized in connection with conversions by Janifast Ltd. for the fiscal
year ended June 30, 2003.

         During the three months ended September 30, 2002 and 2003 and the
period from inception (October 2, 1996) to September 30, 2003, $0, $1,185,995
and $11,877,681, respectively have been charged by Janifast to inventory or
expense and is included in operating expenses in the accompanying statements of
operations.

         As a result of the foregoing transactions as of September 30, 2003, the
Company had $21,963 payable to Janifast, which is included in amounts due to
related parties in the accompanying balance sheet. Additionally, at September,
2003, approximately $723,700 of undelivered purchase orders remain outstanding
to Janifast Ltd.


                                       10
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         As consideration for a letter of settlement with a former consultant of
mPhase, the Company had loaned the former consultant $250,000 in the form of a
Note ("Note"), secured by 75,000 shares of the former consultants common stock
of mPhase. The Note was due April 7, 2001. Accordingly, during the year ended
June 30, 2002 and 2003, the Company charged $20,250 and $0, respectively, to
administrative expense as a result of impairment of the Note. At September,
2003, the Company has included the residual balance of $17,250, representing the
estimated fair value of the underlying stock, in long-term assets in the
accompanying consolidated balance sheet.

         Effective March 30, 2002, the Company converted liabilities due to
Piper Rudnick LLP, outside legal counsel to mPhase into: a warrant to purchase
up to a total of 1,683,490 shares of the Company's common stock; a second
warrant to purchase 550,000 shares of the Company's common stock; and Piper
agreed to accept a Promissory note for $420,872 of their remaining payable at an
interest rate of 8% with scheduled payments of $5,000 per month commencing June
1, 2002 and continuing through December 1, 2003, with a final payment of
principal plus accrued interest due at maturity on December 31, 2003. The
Company is currently in arrears with respect to $45,000 of payments due under
the Promissory note.


                                       11
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.       INVENTORIES

         Inventory is stated at the lower of cost, determined on a first-in,
first-out basis, or market. Inventory consists mainly of the Company's POTS
Splitter shelves and cards. At September 30, 2003 inventory is comprised of the
following:


         Raw materials                                   $   133,947
         Work in progress                                    738,558
         Finished goods                                      681,728
                                                          ----------
         Total                                             1,554,233
         Less: Reserve for Obsolescence                     (465,358)
                                                          ----------
         Net Inventory                                    $1,088,875
                                                          ==========


4. INCOME TAXES

         The Company accounts for income taxes using the asset and liability
method in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES". Under this
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry-forwards. Because of the
uncertainty as to their future realizability, net deferred tax assets,
consisting primarily of net operating loss carry-forwards, have been fully
reserved for. Accordingly, no income tax benefit for the net operating loss has
been recorded in the accompanying consolidated financial statements.

         Utilization of net operating losses generated through September 30,
2003 may be limited due to changes in ownership that have occurred.

5. ACCRUED EXPENSES

         Accrued expenses representing accrued general and administrative
expenditures were $449,561 at Setember 30, 2003. At September, 2003 accrued
expenses consisting of administrative expenses were $249,561 and accrued
expenses for research and development expenses incurred with Lucent
Technologies, Inc. were $200,000, totaling $449,561.

6. JOINT VENTURE

         In March 2000, mPhase acquired a 50% interest in mPhaseTelevision.Net
pursuant to a Joint Venture Agreement (the "Agreement") for $20,000. The
agreement stipulates for mPhase's joint venture partner, AlphaStar
International, Inc., ("Alphastar"), to provide mPhaseTelevision.Net right of
first transmission for its transmissions including MPEG-2 digital satellite
television. In addition, in March 2000, mPhase loaned the joint venture
$1,000,000 at 8% interest per annum. The loan is repayable to the Company from
equity infusions to the subsidiary, no later than such time that
mPhaseTelevision.Net qualifies for a NASDAQ Small Cap Market Listing. During
April 2000, the Company acquired an additional 6.5% interest in
mPhaseTelevision.Net for $1,500,000 and presently the Company owns 56.5% of this
venture.


                                       12
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         During the three months ended September, 2002 and ended September 30,
2003, mPhaseTelevision.Net, Inc., was charged $0 and $0, respectively for fees
and costs by its joint venture partner and its affiliates.

         Pursuant to an agreement dated as of June 18, 2002,
mPhaseTelevision.Net has terminated its lease of the earth station and Alphastar
and its affiliated entity have converted certain accounts payable into shares of
the Company's common stock. Additionally, under this Agreement, mPhase is
obligated to pay Alphastar and its affiliates $35,000, which is included in
amounts due to related parties in the accompanying consolidated balance sheet.



7. EQUITY TRANSACTIONS

         During the three months ending September 30, 2002, the Company granted
200,000 shares of its common stock to consultants for services performed.
Additionally, effective for the three months ended September 30, 2002, the
Company issued 4,873,333 shares of the Company's Common Stock and 2,491,800
warrants in connection with the extinguishment of debt.

         Pursuant to commitments by related parties to concurrently convert
certain liabilities on, October 11, 2002, the Company entered into, subject to
the Company's and the counter parties respective board of director's approval,
an agreement in principle with the Company's officers and affiliates, including
Janifast Ltd. and Microphase Corporation, to convert up to an amount equal to
the unpaid compensation and accounts payable through September 30, 2002. The
Company issued warrants to purchase 2,491,800 shares of the Company's common
stock at an exercise price of $.01, valued at $480,917, or $.193 per share, for
the cancellation of unpaid compensation due to officer's, with a measurement
date of October 14, 2002, and 4,533,333 shares of its common stock for the
conversion of $980,000 due to related parties, with respective measurement dates
of October 14 and 15, 2002. The Company's board of director's approved these
transactions on October 30, 2002 and the warrants and shares were issued on
November 11 and 12, 2002. The warrants were calculated using the Blacke-Scholes
pricing model, assuming an annual expected return of 0%, a Beta volatility of
125.4 and a risk free interest rate of 5.9% pursuant to ETIF 96-18 and were
treated as permanent equity as of September 30, 2002 pursuant to ETIF 00-19.

         During the three months ending September 2003, the Company granted
174,667 shares of its common stock and warrants to purchase 249,667 shares of
its common stock to consultants for services performed valued at $112,243. In
August of 2003, the Company issued 333,334 shares of its common stock together
with a like amount of 5 year warrants to purchase one share each of the
Company's common stock, with an exercise price of $.30 per share, in a private
placement generating net proceeds of $100,000 which was collected during the
three month period ended on September 30, 2003.

8. DEBT CONVERSIONS AND EXTENSION

         Effective for the three months ending September 30, 2002, pursuant to
debt conversion agreements, the Company converted the $1,566,242 of liabilities
due to certain strategic vendors and related parties into 4,873,333 shares of
the Company's common stock, and 2,491,800 warrants. Related parties and
strategic vendors converted debt aggregating approximately $620,000 and $477,242
respectively into approximately 3,033,333 and 1,840,000 shares of common stock
respectively, the value of which was based upon the price of the Company's
common stock on the effective date of settlement with each party. Additionally,
two warrants to purchase 2,491,800 shares of common stock were issued to the
Company's president and vice-president to settle outstanding indebtedness of
approximately $469,000 as of September 30, 2002. The aggregate value of such
warrants was estimated using the Black Scholes options pricing model, assuming
an annual expected return of 0%, annual Beta volatility of 125.4 and a risk-free
interest rate of 2.4% pursuant to EITF 96-18, for the aggregate conversion of
$1,566,242 of such liabilities which resulted in an aggregate gain on
extinguishments of $40,725.

         During the three months ending September 30, 2003, a note payable in
the amount of $360,000 to Microphase Corporation was executed in exchange for
the cancellation of a like amount of accounts payable to Microphase on September
25, 2003 which matures on July 25, 2004. Additionally, a note payable to Martin
Smiley, CFO and General Counsel of mPhase, in the amount of $100,000 was
extended from September 25, 2003 to July 24, 2004. Both liabilities carry an
interest rate of 12% payable quarterly in arrears. Each note is convertible into
Common Stock of mPhase at the rate of $.30 cents per share through July 25,
2004. Upon conversion, each note holder will be granted warrants to purchase an
equivalent amount of mPhase Common stock at $.30 cents per share for a period of
five years from the date of conversion.


9. COMMITMENTS AND CONTINGENCIES

         The Company has entered into various agreements with Georgia Tech
Research Corporation ("GTRC"), pursuant to which the Company receives technical
assistance in developing the commercialization of its Digital Video and Data
Delivery System (DVDDS). The amounts incurred by the Company for GTRC technical
assistance with respect to its research and development activities and included
in the accompanying consolidated statement of operations for the three months
ending September 30, 2002 and 2003 and for the period from inception through
September 30, 2003 totaled approximately $100,000, $0 and $13,524,300,
respectively.

         If and when sales commence utilizing this particular technology, the
Company will be obligated to pay to GTRC a royalty of up to 5% of sales of the
Traverser(TM) DVDDS.


                                       13
<PAGE>


                            mPHASE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

10. DEFERRED REVENUE

         Deferred revenue as of September 30, 2003 consists of customer's
billings in excess of costs totaling $209,180 on the POTS product line whereby
completion of customer acceptance will be attained when original splitters are
upgraded to the next generation splitters and deposits of $58,000 from Beta
customers on the Traverser(TM) product line orders to be delivered when it
reaches commercial production.


11. RESTATEMENT

         Management has reevaluated the clarity and completeness of certain
disclosures in the accompanying consolidated financial statements. As a result
of this reevaluation, management has reissued the September 30, 2003
consolidated financial statements in an effort to clarify and more completely
disclose the Company's presentation of the consolidated financial statements at
September 30, 2003.

         The aforementioned changes to the consolidated financial statements
have no effect on the financial position and results of operations for the three
months ended September 30, 2003.



                                       14
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITIONS AND RESULTS OF
         OPERATIONS

         The following is management's discussion and analysis of certain
significant factors, which have affected mPhase's financial position and should
be read in conjunction with the accompanying financial statements, financial
data, and the related notes.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995:


         Some of the statements contained in or incorporated by reference in
this Form 10-Q/A discuss the Company's plans and strategies for its business or
state other forward-looking statements, as this term is defined in the Private
Securities Litigation Reform Act of 1995. The words "anticipate," "believe,"
"estimate," "expect," "plan," "intend," "should," "seek," "will," and similar
expressions are intended to identify these forward-looking statements, but are
not the exclusive means of identifying them. These forward-looking statements
include, among others, statements concerning the Company's expectations
regarding its working capital requirements, gross margin, results of operations,
business, growth prospects, competition and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. Any
forward-looking statements contained in this Quarterly Report on Form 10-Q are
subject to risks and uncertainties that could cause actual results to differ
materially from those results expressed in or implied by the statements
contained herein.

                              ABOUT THIS AMENDMENT

         Management has reevaluated the clarity and completeness of the Form
10Q/A and certain disclosures in the accompanying unaudited consolidated
financial statements. As a result of this reevaluation, management has reissued
the Form 10Q/A and the September 30, 2003 consolidated financial statements.

         The amendment includes expanded and clarified disclosure in the
Consolidated Financial Statements, including notes 1, 7, 8, and 11 for the Three
Months Ended September 30, 2002 and 2003 beginning on page 7, and
reclassifications of: 1) previously segregated expenses for non-cash stock based
compensation of administrative employees now combined with general and
administrative for both quarterly periods and Cumulative totals through
September 30, 2003; and 2) certain depreciation expenses now included in
research and development for the three months ended September 30, 2003 and the
Cumularive totals through September 30, 2003, on the Statement of Operations, on
page 4. Additionally, the amendment includes technical and clerical edits,
expanded and clarified disclosure in "Management's Discussion and Analysis",
which begins on page 15, as well as updated certifications by the certifying
officers of the Company.

         The aforementioned changes to the consolidated financial statements
have no effect on the financial position at September 30, 2003, or the results
of operations and loss per share for the Three Months Ended September 30, 2002
and 2003.


RESULTS OF OPERATIONS

OVERVIEW

         mPhase, a New Jersey corporation, founded in 1996 is a publicly-held
company with over 12,000 shareholders and approximately 72 million shares of
common stock outstanding. The Company's common stock is traded on the Over the
Counter Bulletin Board under the ticker symbol XDSL. We are headquartered in
Norwalk, Connecticut with offices in Little Falls, NJ and Atlanta, GA. mPhase
shares common office space with Microphase Corporation, a privately held
company. Microphase is a leader in the field of RF and filtering technologies
within the defense and telecommunications industry. It has been in operation for
almost 50 years and supports mPhase with both engineering, administrative and
financial resources as needed.

         mPhase develops, markets and sells a line of innovative DSL ("digital
subscriber line")-based broadband telecommunications equipment. Our flagship
product line includes two systems enabling the delivery of television over DSL
by telephone service providers. Both of these products facilitate telephone
companies becoming full service communications providers by enabling the
simultaneous delivery of digital broadcast television, high speed data and voice
services over the existing telephone line infrastructure. mPhase has developed
its flagship line of products with a specific target in mind-telephone companies
in parts of the world where access to multichannel television is limited. To
that end, mPhase's primary goal is to develop cost-effective TV over DSL
solutions that support proven, revenue-generating services (i.e., broadcast
television) rather than developing robust, feature-intensive and expensive
platforms intended to compete with cable companies such as those that exist in
the US.

          mPhase introduced its first TV over DSL product, the Traverser(TM)
Digital Video and Data Delivery System in 1999. The Traverser(TM) DVDDS, is a
patented end-to-end system based upon proprietary technology developed in
conjunction with Georgia Tech Research Corporation. Because it is an end-to-end
video-over-ADSL system, the Traverser(TM) does not interoperate with other
manufacturer's DSL CO equipment or CPE modems. This system is the only
non-Internet Protocol system on the market today. The company continues to
market this product, and believes it to be ideal for customers specifically
interested in supporting television services with a minimal need to support
high-speed data customers.


                                       15
<PAGE>

         The Traverser(TM) is installed at Hart Telephone Company in Hartwell,
Georgia, where a 100-user system is currently operational. Hart Telephone
competed the construction of its digital head end toward the end of 2001,
marking the Traverser's(TM) transition to commercial deployment. A Traverser(TM)
system is also installed at the BMW manufacturing plant in Spartanburg, South
Carolina for use as a telebroadcast system in a commercial setting.

         The mPhase TV+ platform, recently developed in conjunction with the
Bell Labs division of Lucent Technologies, Inc. (Lucent), is a new product also
designed to allow for the simultaneous delivery of voice, high speed data, and
broadcast TV over copper telephone lines between a telephone service provider's
CO and the customer premises. The TV+ formerly named `Simple TV', is a modular
solution for the delivery of several hundred broadcast television channels over
ADSL that utilizes an industry-leading, standards-based Lucent Stinger(TM) DSL
Access Concentrator for transport of digital television plus high speed internet
and voice. The mPhase TV+ platform consists of a cost-reduced Traverser INI(TM)
set top box located in a customer's premises plus the Lucent Stinger located at
the telephone company's CO. A newly developed mPhase Broadcast Television Switch
("BTS") interfaces with the Stinger and a video headend built by a telephone
service provider to downlink broadcast television programming from satellites.
The BTS formats the video data prior to distribution to a customer by the
Stinger and supports administrative tasks associated with subscriber management.
Using the Lucent Stinger (digital subscriber line access mutiplexer commonly
known as a DSLAM) for transport in the TV+ platform results in a highly scalable
architecture for the delivery of video. This scalability is accomplished by
internally multicasting each television channel for delivery from the CO to a
larger number of end users than would be otherwise possible over ADSL. We
believe that the TV+ platform is the most cost-effective, standards-based
solution for delivery of broadcast television using ADSL. The Stinger is one of
a few DSLAM's currently on the market with robust internal multicasting
capabilities. For mPhase, the alliance with Lucent marks a change in strategy
from selling a complete proprietary platform to providing an industry-standard
modular solution.

         Both the TV+ platform and the legacy DVDDS products are aimed for use
in markets primarily outside of the United States that do not have a hybrid
fiber coaxial cable ("HFC") infrastructure necessary for cable TV or fiber to
the curb necessary for very fast DSL (VDSL). We believe there is a significant
cost advantage when our mPhase TV+ solution is compared against other platforms
utilizing existing telephone lines containing the same features. The mPhase TV+
platform does not contain the features such as the delivery of two or more TV
channels to a single set top box over copper telephone lines or video on demand
and interactive TV features. As ADSL technology migrates forward to ADSL2 or
ADSL2+, mPhase will include additional features to its TV+ platform in a modular
scaleable cost-effective manner depending upon actual market demand for such
features in markets that mPhase is targeting.

         We believe the legacy DVDDS developed by GTRC, when combined with a
version of the cost-reduced Traverser INI(TM) set top box redesigned by Lucent,
continues to be a cost effective TV platform. The DVDDS can be sold in
international markets where primary demand is for multi-channel digital
broadcast television plus voice only and where there is little demand for high
speed internet. We believe the mPhase TV+ platform is the optimal solution for
both a telecommunications service provider where the ultimate customer requires
all three services, i.e. high-speed internet, voice and digital broadcast
television over ADSL.

         For those television markets in the United States that are not served
by HFC, we believe the availability of programming content is essential to
facilitate potential sales of our TV platforms over ADSL. In March of 2000, we
established mPhase Television net., Inc. (mPhase TV), a joint venture between
mPhase and Alphastar International, Inc. mPhase TV can provide contracts,
licensing agreements, marketing and legal support to service providers
interested in deploying television over ADSL for U.S. markets. mPhase TV has
secured licenses to resell programming for approximately 80 channels of U.S.
broadcast television. mPhase TV enables telecommunications service providers in
the U.S. to provide customers a full complement of television programming. This
enables a U.S. telecommunications service provider to avoid the necessity of
securing such contracting rights individually with many different providers of
broadcast television content. It is important to note that the role of mPhase TV
has changed since its inception. Originally, mPhase TV was to utilize a
satellite uplink/downlink facility and serve as an aggregator of television
content. This would eliminate the need for a telecommunications service
provider, purchasing a TV delivery platform from mPhase, from having to build a
full scale television reception facility (head-end) to downlink broadcast
television channels from satellites orbiting the earth. However, recent advances
in technology have significantly reduced the costs for a telephone company to
build a full scale headend. Therefore, the role of mPhaseTV is now limited to
providing the appropriate licenses and relationships as opposed to offering a
content aggregation solution. As part of its cost reduction efforts, mPhase
terminated its lease of Alphastar's earth station satellite uplink and downlink
facility in Oxford, CT. mPhase owns approximately 57% of mPhase TV.

         To effectively market this joint solution, mPhase has been established
as a Lucent Business Partner. As a business partner, mPhase is able to sell the
complete SimpleTV platform, including reselling the Lucent Stinger(R). The
agreement enables mPhase to sell the SimpleTV platform anywhere in the world
where the customer is interested in supporting digital video services.
Additionally, mPhase and Lucent are jointly marketing this product solution to
existing Lucent customers, as well as to Lucent's extensive network of business
partners around the world. Together the two companies are in the process of
identifying strong opportunities and target markets. Once identified,
collectively mPhase and Lucent will approach Lucent's established business
partner in that region for further marketing to the appropriate end customer.
This co-marketing relationship adds tremendous value to mPhase. By gaining
access to Lucent's business partners, mPhase will have the opportunity to
significantly increase exposure for its SimpleTV solution without having to
increase the size of its direct sales force.

                                       16
<PAGE>

         mPhase DSL Component Products - mPhase also has designed and markets a
line of DSL component products ranging from items such as Plain Old Telephone
Service (POTS) splitters to innovative loop management products. From our
inception in 1996 to date virtually all of mPhase's revenue has been derived
from sales of our component DSL products such as POTS splitters and low pass
filters. Our newest innovation in our suite of DSL component products is our
iPOTS or Intelligent POTS splitter product. This product enables telephone
service providers comprehensive remote and automated test access to all elements
of a DSL network. The iPOTS1, and iPOTS3 allow a telephone service provider to
bypass POTS splitters on a DSL network and avoid having to manually intervene
and disrupt line usage so a test signal can pass through a DSL network. This
product marks an advancement in automating DSL loop management. As DSL
deployments increase, it is becoming more important for telecommunications
service providers to streamline the process for rolling-out and troubleshooting
DSL services. Additionally, as competition for high speed Internet expands, the
market is witnessing a reduction in the price for such service. Therefore, it
has become imperative that telecommunications service providers lower the
operational costs involved with supporting DSL services. Currently our iPOTS1 is
designed for use with the Lucent Stinger, whereas, the iPOTS3 is compatible with
DSLAM's manufactured by other vendors. mPhase currently has a non-exclusive
worldwide distribution agreement with Corning Cable Systems for the sale of the
iPOTS products. Such arrangement potentially expands exposure for this product,
as Corning is one of the largest vendors of central office DSL filtering
equipment. The Company is also aggressively pursuing direct efforts with respect
to sales of the iPOTS product.

         mPhase has established a worldwide distribution agreement with Corning
Cable Systems for the sale of this product. Utilizing Corning as a distribution
channel expands exposure for this product, as Corning is one of the largest
vendors of central office DSL filtering equipment.

         mPhase was organized on October 2, 1996. On February 17, 1997, the
Company acquired Tecma Laboratories, Inc., a public corporation in a reverse
merger transaction. This resulted in the Company's stock becoming publicly
traded on the NASDAQ Over-the-Counter Bulletin Board. On June 25, 1998, the
Company acquired Microphase Telecommunications, Inc. in a stock for stock
exchange, whose principal assets included patents and patent applications
utilized in the Company's Traverser(TM) product. On March 2, 2000, mPhase
acquired an interest in mPhaseTelevision.Net, Inc., a joint venture organized to
provide digital television programming content to service providers deploying
television over DSL.

         From mPhase's inception, the operating activities related primarily to
research and development, establishing third-party manufacturing and
distribution relationships and developing product brand recognition among
telecommunications service providers. These activities included establishing
trials and field tests of the Traverser(TM) product with Hart Telephone Company
in Georgia, and establishing a core administrative and sales organization. In
addition, we have recently entered an Agreement with Lucent Technologies, Inc.
to cost-reduce and enhance features of mPhase's Digital Set Top Box that is part
of its Traverser(TM) product.

         Revenues. To date, all material revenues have been generated from sales
of the POTS Splitter Shelves and other DSL component products to a small number
of telecommunications companies. mPhase believes that future revenues are
difficult to predict because of the length and variability of the commercial
roll-out of the Traverser(TM) to various telecommunications service providers.
Since the Company believes that there may be a significant international market
for the Traverser(TM) involving many different countries, with different
regulations, certifications and commercial practices than the United States,
future revenues are highly subject to the changing variables and uncertainties.
Additionally, the recent instability of the telecommunications market evidenced
by reduction in capital spending across the whole telecom sector contributes to
our difficulty in accurately predicting future revenues.

         Cost of revenues. The costs necessary to generate revenues from the
sale of POTS Splitter Shelves and other related DSL component products include
direct material, labor and manufacturing. mPhase paid these costs to Janifast
Ltd., which has facilities in the People's Republic of China and is owned by and
managed by certain senior executives of the Company. The cost of revenues also
includes certain royalties paid to Microphase Corporation, a privately held
corporation organized in 1955, which shares certain common management with the
Company. Costs for future production of the Traverser(TM) product will consist
primarily of payments to manufacturers to acquire the necessary components and
assemble the products and future patent royalties payable to Georgia Tech
Research Corporation, ("GTRC").

                                       17
<PAGE>

         Research and development. Research and development expenses consist
principally of payments made to GTRC, Microphase Corporation and Lucent
Technologies, Inc. for development of the Traverser(TM) and the integration
mPhase's Broadcast Television Switch with the Lucent Stinger(R) voice and data
delivery system product. All research and development costs are expensed as
incurred.

         General and administrative. Selling, general and administrative
expenses consist primarily of salaries and related expenses for personnel
engaged in direct marketing of the Traverser(TM), the POTS Splitter Shelves and
other DSL component products, as well as support functions including executive,
legal and accounting personnel. Certain administrative activities are outsourced
on a monthly fee basis to Microphase Corporation. Finally, mPhase leases the
principal office from Microphase Corporation.Non-cash compensation charge. The
Company makes extensive use of stock options and warrants as a form of
compensation to employees, directors and outside consultants. From inception
(October 2, 1996) through September 30, 2003 the Company has incurred cumulative
(a) development stage losses and has an accumulated deficit of $108,881,008 and
(b) negative cash flow from operations of $44,031,903. The auditors report for
the fiscal year ended June 30, 2003 includes the statement that "there is
substantial doubt of the Company's ability to continue as a going concern".
Management estimates that the Company needs to raise approximately $2,000,000
during the next 12 months to continue its present level of operations. As of
September 30, 2003, the Company had a negative net worth of $3,881,154 up from a
negative net worth of $3,228,886 as a result of continuing net losses incurred
after June 30, 2003.

         In fiscal 2001, the Company had anticipated that the sales of its
component products would be able to supplement the underwriting of the
completion of our flagship product, the Traverser(TM). In fiscal 2002 these
sales declined with the overall decline of DSL deployments and spending in the
telephone industry. For the first three months of fiscal year 2004, sales of
POTS splitters were $2,489,201 which was greater than the total of sales of POTS
Splitters for the entire fiscal year ending June 30, 2003. The Company believes
its new IPOTS product will capture some of the existing DSL deployments,
providing increases in revenue in the third quarter of fiscal 2004. Until such
time such revenues are realized, the Company intends on maintaining its reduced
cost structure to minimize its losses, which management believes will permit the
Company to sustain its development process and ultimately achieve profitability.

The Company believes that significant deployments and resulting revenues from
these deployments of its flagship products, the Traverser(TM) and the TV+
respectively, are not expected until the first half of fiscal year 2004. The
Company further believes that an increase in capital expenditures in the
telecommunications industry will also increase sales and improve the Company's
margins as well as increase the probability that the Company will attain
profitability.


                                       18
<PAGE>


THREE MONTHS ENDED SEPTEMBER 30, 2003 VS. SEPTEMBER 30, 2002

REVENUE


         Total revenues were $2,489,201 for the three months ended September 30,
2003 compared to $210,077 for the three months ended September 30, 2002. The
increase was primarily attributable to an increased demand of the Company's POTS
Splitter product line. The Company continues to believe that its line of POTS
Splitter products is positioned to be competitively priced with high reliability
and connectivity, and as such has the potential to be a significant part of DSL
deployment worldwide. The Company cannot predict say if the upturn in sales of
its POTS Splitter product will continue. The revenue increase was primarily
from two customers, Covad Communications and Bell South.



COST OF REVENUES


         Cost of sales were $2,098,744 for the three months ended September 30,
2003 as compared to $197,319 in the prior period, representing 84.3% of gross
revenues for the quarter ended September 30, 2003 and 93.9% for the quarter
ended September 30, 2002, respectively. Our margins have contracted dramatically
over the past three years as spending among the telecommunications providers has
contracted, coupled with downward pressures related to the supply and demand of
telecommunications products. Margins for the quarter ended September 30, 2003,
increased by 9.6% over the margins for the same period ended September 30, 2002
due to a lower cost of production due to better material prices on our POTS
Splitter product line. We are unable to determine whether such increase in
margins will continue for the remainder of fiscal year 2004.


RESEARCH AND DEVELOPMENT


         Research and development expenses were $611,420 for the three months
ended September 30, 2003 as compared to $803,294 during the comparable period in
2002 or a decrease of $191,874. This decrease is comprised primarily of a
reduction in expenses to GTRC of $100,000 as compared to the quarter ended
September 30, 2002, a decrease in expenses to Microphase in the amount of
$66,000 as compared to the quarter ended September 30, 2002, and a decrease of
$43,750 in non-cash stock and stock option expenses of $0 in the current quarter
as compared to the quarter ended September 30, 2002.

         Such decreases are the result of elimination of further development of
the Traverser(TM) DVDDS product by GTRC as the Company focuses its efforts on
Research and Development expenditures associated with the TV+ product with
Lucent which has been comparatively, to date, less expensive to develop.
Research expenditures incurred with Microphase were related to the continuing
development of the Company's DSL component products, including the Company's
line of POTS Splitters and Microfilters and the Company's newest products, the
iPOTS(TM) and the mPhase Stretch. We believe the mPhase iPOTS(TM) offers a much
needed solution for the DSL industry; the iPOTS(TM) enables telcos to remotely
and cost-effectively perform loop management and maintenance including line
testing, qualification and troubleshooting. Prior to the introduction of the
iPOTS(TM), loop management could not be remotely performed through a
conventional POTS Splitter without the use of expensive cross connects or relay
banks because of the mandatory DC blocking capacitors in traditional POTS
splitters, as required by the ITU, ANSI and ETSI. The unique (patent pending)
iPOTS(TM) circuit allows most test heads to perform both narrow and wideband
testing of the local loop through the central office POTS Splitter without
having to physically disconnect the POTS Splitter, thereby eliminating the need
to dispatch personnel and a truckroll. The Company anticipates future demand for
this product, as it significantly reduces the cost of deploying and maintaining
DSL services. Also recently developed is the DSL loop extender product called
mPhaseStretch. This product extends the service distance for the mPhase
Traverser(TM) and can be used in conjunction with other DSL services. The
Company anticipates future demand for the Stretch loop extender product as it
addresses a primary issue in DSL services.



                                       19
<PAGE>


GENERAL AND ADMINISTRATIVE EXPENSES


         Selling, general and administrative expenses were $604,892 for the
three months ending September 30, 2003 down from $870,262 or a decrease of
$265,370 from the comparable period in 2002. The decrease in the selling,
general and administrative costs is comprised primarily of a reduction in
expenses of non-cash charges relating to the issuance of common stock and
options to consultants, which totaled $112,245 for the three months ended
September 30, 2003 as compared to $203,780 for the comparable period ended
September 30, 2002 resulting in a savings of $91,535. The remaining decrease of
$173,835 in selling, general and administrative costs included reductions in
travel of $23,000 reduction of salaries before payroll taxes of $14,000 and
legal fees of $128,000. We expect sales and travel expenses to grow as the
Company approaches the deployment of its TV+ products in the future. Legal fees
fluctuate based on various factors and we cannot predict if they can be at such
a reduced level going forward.

         Depreciation and Amortization. Depreciation and amortization expense
was $46,104 for the three months ending September 30, 2003, down from $130,729,
or a decrease of $84,625 from the comparable period in 2002. The decrease is a
result of the Company's reduced outlays for capital expenditures in its two most
recent fiscal years. We do not expect such downward trend to continue but such
depreciation and amortization expense should remain at the current reduced
levels until the Company commences deployment of its Television over DSL
platforms.

         We expect to increase capital expenditures in connecting with the
deployment of equipment at test sites with various telecommunications service
providers globally as development of our TV+ product progresses and such
equipment will need to be depreciated or amortized, as the case may be, that
will result in increased depreciation at that time.


NET LOSS


         The Company recorded a net loss of $864,511 for the three months ended
September 30, 2003 as compared to a loss of $1,792,057 for the three months
ended September 30, 2002. This represents a loss per common share of $.01 for
the three month period ended September 30, 2003 as compared to a loss per common
share of $.03 for the three months ending September 30, 2002; based upon
weighted average common shares outstanding of 60,881,131 and 71,725,318 during
the periods ending September 30, 2003 and 2002, respectively.


         The Company believes the initial major deployments and the resultant
revenues of its flagship products, the Traverser(TM) and the TV+ respectively,
are not expected until the second quarter of fiscal year 2005, which along with
any upturn of spending in the telephone industry will also increase sales and
improve the Company's margins and provide the Company with the opportunities to
attain profitability.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

         All revenue included in the accompanying consolidated statements of
operations for all periods presented relates to sales of mPhase's POTS Splitter
Shelves and DSL component products.

         As required, mPhase has adopted the Securities and Exchange Commission
("SEC")Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements", which provides guidelines on applying generally accepted
accounting principals to revenue recognition based upon the interpretations and
practices of the SEC. The Company recognizes revenue for its POTS Splitter Shelf
and Other DSL component products at the time of shipment, at which time, no
other significant obligations of the Company exist, other than normal warranty
support.

RESEARCH AND DEVELOPMENT

         Research and development costs are charged to operations as incurred in
accordance with Statement of Financial Accounting Standards ("SFAS"), No.2,
"Accounting for Research and Development Cost."

INCOME TAXES

mPhase accounts for income taxes using the asset and liability method in
accordance with SFAS No.109 "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are measured using currently enacted tax
rates. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in results of operations in the period that includes the
enactment date. Because of the uncertainty as to their future realizability, net
deferred tax assets, consisting primarily of net operating loss carryforwards,
have been fully reserved for. Accordingly, no income tax benefit for the net
operating loss has been recorded in the accompanying financial statements.


                                       20
<PAGE>

         Utilization of net operating losses generated through June 30, 2002 may
be limited due to "changes in control" of our common stock that occurred.


STOCK-BASED COMPENSATION

         Financial Accounting Statement No. 123, Accounting for Stock Based
Compensation, encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company has
chosen to continue to account for stock-based compensation for grants to
employees using the intrinsic method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's stock at
the date of the grant over the amount an employee must pay to acquire the stock.
The Company has adopted the "disclosure only" alternative described in
SFAS 123 and SFAS 148, which require pro forma disclosures of net income and
earnings per share as if the fair value method of accounting had been applied.

         The Company accounts for non-employee stock based awards in which goods
or services are the consideration received for the equity instruments issued
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more readily determinable.

INVENTORY RESERVE AND VALUATION ALLOWANCE

         The Company carries its inventory at the lower of cost, determined on a
first in, first out basis, or market. Inventory consists mainly of the
Company's POTS Splitter Shelf and Filters. In determining the lower of cost
or market, the Company periodically reviews and estimates a valuation allowance
to reserve for technical obsolescence and marketability. The allowance
represents management's assessment and reserve for the technical
obsolescence based upon the inter-operability of its component products,
primarily filters and splitters, with presently deployed and next generation DSL
infrastructures as well as a reserve for marketability based upon current prices
and the overall demand for the individual inventory items. Material changes in
either the technical standards of future DSL deployments or further erosion in
the demand for deployments of DSL infrastructures could affect the estimates and
assumptions resulting in the amounts reported. The allowance represents
management's assessment and reserve for the technical obsolescence based
upon the inter-operability of its component products, primarily filters and
splitters, with presently deployed and next generation DSL infrastructures as
well as a reserve for marketability based upon current prices and the overall
demand for the individual inventory items. Material changes in either the
technical standards of future DSL deployments or further erosion in the demand
for deployments of DSL infrastructures could affect the estimates and
assumptions resulting in the amounts reported. The allowance is estimated as the
difference between inventory at historical cost, on a first in first out basis,
and market based upon assumptions about future demand, current prices and
product liability, and charged to the provision for inventory, which is a
component of cost of sales. At the point the historical cost is adjusted, a
lower cost-basis for that inventory is established, and subsequent changes in
facts and circumstances do not result in the restoration or increase in that
newly established cost basis.

During the fiscal years ended June 30, 2003, 2002 and 2001, the Company reserved
approximately $302,000, approximately $928,000, and approximately $315,000,
respectively, for technical obsolescence and marketability based upon current
prices and overall demand and charged a like amount to expense, representing
8.4% of average inventory, at cost, of approximately $3,588,000 on hand during
the period in fiscal 2003; 20.2% of average inventory, at cost, of approximately
$4,602,000 on hand during the period in fiscal 2002; and 13.6% of average
inventory, at cost, of approximately $2,309,000 on hand during fiscal 2001. The
reserve and corresponding charges in fiscal 2002 were increased as the Company
experienced a dramatic decrease, along with the entire telephonic industry, in
demand for our component products in addition to the decision to table the
production of certain product line items built on certain European standards and
which the Company does not expect to pursue in the near future. As of June 30,
2003, the Company recorded a cost adjustment of approximately $1,059,000,
recognizing permanent cost reductions due to price adjustments approximating
$318,000 and reductions due to obsolescence resulting from a lack of
inter-operability of certain components in inventory with the Company's
present product line approximating $741,000. As a result on June 30, 2003 the
Company had a total inventory valuation reserve of $486,500 against its
inventory with a total balance, at cost, of $2,589,678, or 18.8%. If there was
to be a sudden and significant decrease in demand for our products, or if there
were a higher incidence of inventory obsolescence because of rapidly changing
technology and customer requirements, we could be required to increase our
inventory allowances and our gross margins could be adversely affected.


MATERIAL RELATED PARTY TRANSACTIONS

         The Company records material related party transactions. The Company
incurs costs for engineering, design and production of prototypes and certain
administrative functions from Microphase Corporation and the purchase of
finished goods, primarily consisting of DSL splitter shelves and filters, from
Janifast Limited. The Company has incurred costs for obtaining transmission
rights. This enabled the Company to obtain re-transmission accreditation to
proprietary television content that the Company plans to provide with its
flagship product, the Traverser(TM) within its incorporated joint venture mPhase
Television.net, in which the Company owns a 56.5% interest.

         The Company has also incurred charges for beta testing and on-site
marketing, including the display of a live working model at Hart Telephone. In
addition, the Company has entered into a supply agreement with Hart Telephone,
which is scheduled to commence upon the commercial production of the
Traverser(TM). A member of mPhase's board of directors is employed by Lintel,
Inc., the parent corporation of Hart Telephone.


                                       21
<PAGE>

         Mr. Durando, the President and CEO of mPhase, owns a controlling
interest and is a director of Janifast Limited. Mr. Durando and Mr. Dotoli are
officers of Microphase Corporation. Mr. Ergul, the chairman of the board of
mPhase, owns a controlling interest and is a director of Microphase Corporation.
Microphase, Janifast, Hart Telephone and Lintel Corporation are significant
shareholders of mPhase. Microphase, Janifast and Hart Telephone have converted
significant liabilities to equity in fiscal years June 30, 2001, 2002 and 2003.
Management believes the amounts charged to the Company by Microphase, Janifast,
mPhase Television.net and Hart Telephone are commensurate to amounts that would
be incurred if outside parties were used. The Company believes Microphase,
Janifast and Hart Telephone have the ability to fulfill their obligations to the
Company without further support from the Company.


                                       22
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2003 mPhase had working capital deficit of $2,424,625
as compared to working capital deficit of $1,405,331 at June 30, 2003. Through
September 30, 2003, the Company had incurred development stage losses totaling
approximately $108,881,008. At September 30, 2003, the Company had approximately
$146,538 of cash, cash equivalents and approximately $729,455 of trade
receivables to fund short-term working capital requirements. The Company's
ability to continue as a going concern and its future success is dependent upon
its ability to raise capital in the near term to: (1) satisfy its current
obligations, (2) continue its research and development efforts, and (3) the
successful wide scale development, deployment and marketing of its products.

         Historically, mPhase has funded its operations and capital expenditures
primarily through private placements of common stock. Management expects that
its ongoing financial needs will be provided by financing activities and
believes that the sales of its line of POTS Splitter products and other related
DSL component products will provide some offset to cashflow used in operations,
although there can be no assurance as to the level and growth rate of such sales
in future periods as seen with quarter to quarter fluctuations in component
sales. At September 30, 2003, the Company had cash and cash equivalents of
$146,538 compared to $396,860 at June 30, 2003, accounts receivable of $729,455
and inventory of $1,088,875. This compared to $287,135 of accounts receivable
and $2,103,328 of inventory at June 30, 2003.


         Cash used in operating activities was $146,662 during the three months
ending June 30, 2003. The cash used by operating activities principally consists
of the net loss, and significant changes in assets and liabilities, including
additional cash used for decreasing accrual expenses by $400,014 and to support
the net increase in accounts receivable of $442,320 offset by depreciation and
amortization of $210,543, and by non-cash charges of $112,245 for common stock
options and warrants issued for services and cash flow provided from a decrease
in inventory of $1,014,452. The Company does not expect decreases of inventory
to be as significant in upcoming quarters, yet we will not need to increase
inventory until the roll out of our TV+ platform and the increase in accounts
receivable is temporary as a significant sale and shipment occurred late in the
September quarter."


         The Company has entered into various agreements with GTARC, pursuant to
which the Company receives technical assistance in developing the Digital Video
and Data Delivery System. The Company has incurred expenses in connection with
technical assistance from GTARC totaling approximately $0, $100,000, for the
three month periods ended September 30, 2003 and 2002, respectively, and
$13,524,300 from the period from inception through September 30, 2003. The
Company and GTRC entered into a Memorandum of Intent, on October 14, 2002 and
revised on November 12, 2002, as revised in October of 2003 which would result
in the settlement of all amounts outstanding and the exchange of mutual releases
in consideration for one term Note totaling approximately $674,000 with varied
payments through 2008 and warrants to purchase 5,069,000 shares of the Company's
common stock through 2008.The Company and GTARC are continuing negotiation of
final documentation based upon such Memorandum of Intent. mPhase is the sole,
worldwide licensee of the technology developed by GTARC in conjunction with the
Traverser(TM) product line. Upon completion of the commercial product, GTRC may
receive a royalty of up to 5% of product sales.

         During the twelve months ending June 30, 2003, certain strategic
vendors and related parties converted approximately $1.9 million of accounts
payable and accrued expenses into 5,923,333 shares of the Company's common stock
and 2,491,800 warrants to purchase additional shares of common stock of the
Company.

         As of September 30,2003, mPhase is obligated to pay Lucent
Technologies, Inc., the sum of $100,000 per month through November of 2003 for
development of mPhase's new Broadcast Television Switch that will enable the
Lucent Stinger(R) Digitial Subscriber Line Technology to deliver television as
well as data and voice over copper telephone lines. In addition, mPhase has
entered into a new Development Agreement with Lucent for further development of
the TV+ product which will require a one time payment of $70,000 in October 2003
plus additional payments of $140,000 per month commencing on October, 2003
through May,2004 for a total sum of $1,190,000.


                                       23
<PAGE>


LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENT'S PLANS

         From inception (October 2, 1996) through September 30, 2003 the Company
had incurred development stage losses and has an accumulated deficit of
approximately $108,881,008 million and a stockholder's deficit of $3,881,154.
For the three months ended September 30, 2003, and from inception through
September 30, 2003 respectively, the Company had negative cash flow from
operations of $416,662 thousand and $44,031,903, respectively. The report of the
Company's outside auditor's, Rosenberg, Rich, Baker, Berman and Company with
respect to its latest audited 10k for the fiscal year ended June 30,2003 stated
that "there is substantial doubt of the Company's ability to continue as a going
concern". Management estimates that the Company will need to raise approximately
$2,000,000 during the next 12 months to continue its present level of
operations.

         We continue our efforts to raise additional funds through private
placements of our common stock and strategic alliances, the proceeds of which
are required to fund continuing expenditures and the controlled development
stage rollout of our Traverser(TM) Digital Video and Data Delivery System.
However, there can be no assurance that mPhase will generate sufficient revenues
to provide positive cash flows from operations or that sufficient capital will
be available, when needed or at terms that we deem to be reasonable.


         We have evaluated our cash requirements for fiscal year 2004 based upon
certain assumptions, including our ability to raise additional financing and
increased sales of our POTS Splitter. The Company anticipates that it will need
to raise, at a minimum, approximately $2,000,000 primarily in private placement
of its common stock with accredited investors, during the next 12 months, or
alternatively we will need to curtail certain expenses as incurred at the
present levels including marketing and research and development expenses.

         Management believes that the $2 million to be raised, in new Private
Placements in the capital markets, will be sufficient to cover its current
operating expenses and permit the company to maintain its present operational
levels. This amount may be supplemented with additional funds that could be
received from investors, currently holding warrants to purchase up to a
total of approximately $19.8 million shares of common stock at exercise prices
of approximately $.30 per share which are presently "in the money" and can be
exercised during the next 12 months.


         Should these cash flows not be available to us, we believe we would
have the ability to revise our operating plan and make certain further
reductions in expenses, so that our resources which were available at June 30,
2003, plus financing to be secured during fiscal year 2004, and expected POTS
splitter revenues, will be sufficient to meet our obligations until the end of
fiscal year 2004. We have continued to experience operating losses and negative
cash flows. To date, we have funded our operations with a combination of
component sales debt conversions with related parties and strategic vendors, and
private equity offerings. Management believes that we will be able to secure the
necessary financing in the short-term to fund our operations into our next
fiscal year. However, failure to raise additional funds, or generate significant
cash flows through revenues, could have a material adverse effect on our ability
to achieve our intended business objectives.


                                       24
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is not exposed to changes in interest rates as the Company
has no 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 entire interest rate yield
curve would not materially affect the fair value of any financial instruments at
September 30, 2003.

ITEM 4.  CONTROLS AND PROCEDURES


         Under the supervision and with the participation of management
including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14c and of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that these disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting during the quarter ended September 30, 2003
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.


                                       25
<PAGE>

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         mPhase was advised in April 2002 that following an investigation by the
staff of the Securities and Exchange Commission, the staff intended to recommend
that the Commission file a civil injunctive action against Packetport.com, Inc.
("Packetport") and its Officer's and Directors. Such recommendation related to
alleged civil violations by Packetport and such Officers and Directors of
various sections of the Federal Securities Laws. The staff has alleged civil
violations of Sections 5 and 17(a) of the Securities Act of 1933 and Sections
10(b) and 13(d) of the Securities Exchanges Act of 1034. As noted in other
public filings of mPhase, the CEO and COO of mPhase also serve as Directors and
Officers of Packetport. At that time these persons advised mPhase that they deny
any violation of law on their part and intend to vigorously contest such
recommendation or action, if any. To date no action has been filed against
Packetport, its Officers or Directors. mPhase is not named as a party in
connection with this matter.

         From time to time mPhase may be involved in various legal proceedings
and other matters arising in the normal course of business.

ITEM 2.  CHANGES IN SECURITIES

         Effective for the three-month period ended September 30, 2003 the
Company issued the following unregistered securities:

         During the three months ending September 2003, the Company granted
174,667 shares of its common stock and warrants to purchase 249,667 shares of
common stock to consultants for services performed valued at $249,667. In August
of 2003, the Company issued 333,334 shares of its commons stock together with a
like amount of warrants in a private placement generating net proceeds of
$100,000 which was collected during the three month period ended on September
30, 2003. Additionally, during the three months ended September 30, 2003, the
Company reserved for issuance 3,066,666 shares of its common stock for up to
1,533,333 shares and five year warrants, with an excercise price of $.30 per
share, for up to 1,533,333 shares in connection with the conversion rights of
certain notes to equity upon debt maturity on notes totaling $460,000.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.



                                       26
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) EXHIBITS.

          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.

          (b)    Reports on Form 8-K.

                 On July 2, 2003-mPhase reported in a press release that it had
                 received its largest single purchase order ever for its POTS
                 Splitter product from Covad Communications Group, Inc.

                 On July 24, 2003 mPhase announced it had received another
                 significant purchase order from A major customer for its POTS
                 Splitter product bringing its total backlog to $2.8 million.



                                       27
<PAGE>


                                    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: January 26, 2004                  By: /s/ Martin S. Smiley
                                                  ------------------------
                                                  Martin S. Smiley
                                                  Executive Vice President
                                                  Chief Financial Officer and
                                                  General Counsel



                                       28