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|UNITED STATES                                          
|-------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                     
|WASHINGTON, D.C. 20549                                 
|                                                       
|FORM 10-Q/A                                            
|(Amendment no. 5)                                      
|                                                       
|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 (5) is being filed for the purpose including
as an exhibit, documentation in connection with Convertible Securities
transactions entered into on September 23, 2009 and November 17, 2009.



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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.                   
|         |  |                                                                                                                                     
|99.1     |  | Documents pertaining to the Convertible
      Securities transactions entered into on September 23, 2009 and November
      17, 2009

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 6, 2010 | By: /s/ Martin S. Smiley                   
|                        | Martin S. Smiley                           
|                        | Executive Vice President                   
|                        | Chief Financial Officer and General Counsel

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