UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



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



FOR
THE QUARTER ENDED SEPTEMBER 30, 2016



COMMISSION
FILE NO. 000-30202



FORM
10-Q/A



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)



|688
        New Dorp Lane
        Staten
        Island, New York, |  | 10306-4933    
|------------------------------------------------------------------ |  | --------------
|(Address
    of principal executive offices)                       |  | (Zip
    Code)



973-256-3737

ISSUER’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 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 ☐         
NO ☒



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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 | ☒
|                            | Emerging
    growth company                         | ☐                            



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



THE
NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT’S CLASSES OF COMMON STOCK AS OF JUNE 15, 2018 IS 16,460,514,423 SHARES,
ALL OF ONE CLASS OF $.001 PAR VALUE COMMON STOCK.




















EXPLANATORY
NOTE



mPHASE
TECHNOLOGIES, INC. (mPhase) the “Company” or the “Registrant”) hereby amend their Quarterly Report
on Form 10-q for the quarter ended September 30, 2016 to replace Exhibit 32,2 in its entirety with the following certification:



EX-32.1
5 f10q0916ex32-2_mphasetech.htm CERTIFICATION



Exhibit
32.2



CERTIFICATIONS
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)



In
connection with the Quarterly Report of mPhase Technologies, Inc., a New Jersey corporation (the “Company”), on Form
10Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission (the “Report”),
I, Martin Smiley, Chief Financial Officer of the Company certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350), that to his knowledge:



| | 1. | The
    Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
| | -- | -------------------------------------------------------------------------------------------------------------------------



| | 2. | The
    information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
    of the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|/s/
    Martin Smiley       | 
|--------------------------- | 
|Martin
    Smiley           | 
|Chief
    Financial Officer | 
|                            | 
|June
    8, 2018            | 



This
Form 10-Q/A does not attempt to modify or update any other disclosures set forth in the original Annual Report on Form 10-Q, except
as required to reflect the additional information included in the above-referenced Exhibit 32.2 of this Form 10-Q/A.





|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:
    June 21, 2018 | By:                          
|                         |                              



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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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