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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTER ENDED September 30, 2012

COMMISSION FILE NO. 000-30202

FORM 10-QAmendment No. 1

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)            

(203) 838-2741ISSUERS TELEPHONE NUMBER

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 OF1934, DURING THE PRECEDING 12 MONTHS (OR FOR SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT), AND (2) HAS BEEN
SUBJECT TO SUCHFILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES [X]         
NO [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [  ]                                                         | Accelerated filer [  ]       
|------------------------------------------------------------------------------------ | -----------------------------
|                                                                                     |                              
|Non-accelerated filer [  ] (Do not check if a
      smaller reporting
      company) | Smaller reporting company [X]

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Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).

[  ]
Yes          [X] No

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANTS
CLASSES OF COMMON STOCK AS OF November 14, 2012 IS 4,307,622,165 SHARES, ALL OF
ONE CLASS OF $.001 PAR VALUE COMMON STOCK.

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EXPLANATORY NOTE

The sole purpose of this Amendment to the Registrants
Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the
10-Q), is to correct certain omissions on the cover page of the document. No
other changes have been made to the 10-Q, and this Amendment has not been
updated to reflect events occurring subsequent to the filing of the 10-Q.

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|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.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant, has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | mPHASE TECHNOLOGIES, INC.                                                 
|------------------------ | --------------------------------------------------------------------------
|                         |                                                                           
|                         |                                                                           
|Dated: December 10, 2012 | By: /s/ Martin S.
      Smiley                                            
|                         | Martin S. Smiley                                                          
|                         | Executive Vice President Chief Financial
      Officer and General Counsel

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