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|UNITED STATES                                          
|-------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                     
|WASHINGTON, D.C. 20549                                 
|                                                       
|FORM 10-Q/A                                            
|(Amendment no. 4)                                      
|                                                       
|QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|SECURITIES EXCHANGE ACT OF 1934.                       
|                                                       
|FOR THE QUARTER ENDED December 31, 2009                
|                                                       
|COMMISSION FILE NO. 000-30202                          
|                                                       
|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 February
12, 2010 IS 1,050,229,253 SHARES, ALL OF ONE CLASS OF $.01 STATED VALUE COMMON
STOCK.

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Explanatory Note

This Form 10-Q/A (4) is being filed for the purpose of revising
Managements conclusion regarding its disclosure controls and procedures for the quarter ended
December 31, 2009.

This Form 10Q/A (4) has not been updated for any events or
subsequent information other than the restatements discussed above.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. In light of the restatements of the financial statements for the
fiscal year ended June 30, 2009, and the Consolidated Statements of Operations
included in its interim quarterly report six months ended December 31, 2008
management has revised its conclusion and considers the condition identified at
that time now to have been a material weakness. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded, as revised,
that these disclosure controls and procedures were not effective.

We noted that a condition which management now considers a
material weakness existed because of the Company's lack  of sufficient resources of accounting personnel with an appropriate level of
knowledge and experience commensurate with the increasingly expanding financial
reporting requirements of the Company, in both scope and complexity, as
promulgated by SEC and generally accepted accounting principles (GAAP). The Company has made steps toward the improving the
internal control condition described above. The Company has obtained, on a fee
basis, an outside consultant to act as an accounting manager to assist the
Company with the accounting of convertible debentures and derivatives. However,
mPhase Technologies is a small company with a total staff of approximately 9
employees and consultants. This size limits and may continue to limit, the
Company's ability to provide for adequate backup of financial personnel
Accordingly, efforts individually and in the aggregate maybe insufficient to
fully eliminate the condition that could adversely affect the organization's
ability to record, summarize and report financial data consistent with the
assertions of management in the financial statements.

There were no changes in our internal control over financial
reporting during the quarter ended December 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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|         |  |                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------
|EXHIBITS |  | DESCRIPTION                                                                                                      
|         |  |                                                                                                                  
|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.

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: June 4, 2010 | By: /s/ Martin S. Smiley                   
|                    | Martin S. Smiley                           
|                    | Executive Vice President                   
|                    | Chief Financial Officer and General Counsel

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