<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A


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

For the Quarter ended September 30, 1999           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                              06854-0566
----------------------------------------                       -----------
(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:
             -------          -------


Transitional Small Business Disclosure Format:

         Yes:   X          No:
             -------          -------

The number of shares outstanding of each of the registrant's classes of common
stock as of September 30, 1999 is 25,771,825 shares all of one class of $.01
stated value common stock.



<PAGE>



                            mPHASE TECHNOLOGIES, INC.




                                      INDEX

<TABLE>
<CAPTION>

                                                                                                  PAGE

<S>                                                                                               <C>
PART I            FINANCIAL INFORMATION

                  Consolidated Balance Sheet - September 30, 1999                                  1

                  Consolidated Statements of Operations - Three
                    Months Ended September 30, 1999 and 1998                                       2

                  Consolidated Statements of Cash Flows - Three
                    Months Ended September 30, 1999 and 1998                                       3

                  Notes to Consolidated Financial Statements                                     4-5

                  Management's Discussion and Analysis of financial
                    conditions and results of operations                                        6-10


PART II           OTHER INFORMATION

                  Item 1.           Legal Proceedings                                             11

                  Item 2.           Changes in Securities                                         11

                  Item 3.           Defaults Upon Senior Securities                               11

                  Item 4.           Submission of Matters to a Vote of
                                      Security Holders                                            11

                  Item 5.           Other Information                                             11

                  Item 6.           Exhibits on Reports on Form 8-K                               11

Signature Page                                                                                    12

</TABLE>



<PAGE>



                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                               September 30, 1999
                                   (Unaudited)





<TABLE>
<CAPTION>

<S>                                                    <C>

ASSETS

Current Assets
  Cash and equivalents                                 $  6,137,490
  Due from affiliate                                         12,525
  Prepaid expenses and other current assets                 398,048
                                                       ------------
      TOTAL CURRENT ASSETS                                6,548,063

Property and equipment, net of accumulated
  depreciation of $119,741                                  461,679

Patents and licensing rights, net of accumulated
 amortization of $555,513                                 1,642,705
                                                       ------------

      TOTAL ASSETS                                     $  8,652,447
                                                       ============


      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Accounts payable                                       $  1,058,453
Accrued expenses                                            499,563
Due to officers                                             270,441
Deferred revenue                                             40,000
                                                       ------------

      TOTAL LIABILITIES                                   1,868,457
                                                       ------------

STOCKHOLDERS' EQUITY

Common stock, stated value $.01, 50,000,000 shares
 authorized; 25,771,825 shares issued and
 outstanding shares at September 30, 1999                   257,718
Additional paid in capital                               37,556,256
Deferred compensation                                      (264,167)
Deficit accumulated during development stage            (30,757,844)
Treasury stock, 13,750 shares at cost                        (7,973)
                                                       ------------

TOTAL STOCKHOLDERS' EQUITY                                6,783,990
                                                       ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  8,652,447
                                                       ============

</TABLE>


See notes to the consolidated financial statements.
                                                                             1.


<PAGE>



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



<TABLE>
<CAPTION>
                                                                                                   October 2,
                                                                                                      1996
                                                                                                    (Date of
                                                                         For the                    Inception)
                                                                    Three Months Ended                 to
                                                                        September 30,              September 30,
                                                                   1998               1999              1999
                                                                 --------           --------          --------


<S>                                                           <C>                 <C>               <C>

TOTAL REVENUES                                                $         -         $        -      $        -
                                                               ----------         ----------       -----------
      TOTAL REVENUE                                                     -                  -                 -
                                                               ----------         ----------       -----------

COSTS AND EXPENSES
  Research and development                                      1,118,930          1,491,034         7,543,719
  General and administrative                                      407,098          1,163,766         7,647,398
  Licensing fees                                                        -                  -           487,500
  Depreciation and amortization                                   101,081            114,140           564,096
  Non-cash charges for stock based
  employee compensation                                                 -             45,833        13,048,438
                                                               ----------         ----------       -----------

      TOTAL COSTS AND EXPENSES                                  1,627,109          2,814,773        29,291,151
                                                               ----------         ----------       ------------

      LOSS FROM OPERATIONS                                      1,627,109          2,814,773        29,291,151
                                                               ----------         ----------       -----------

      OTHER INCOME (EXPENSE):
       LOSS FROM UNCONSOLIDATED
        SUBSIDIARY                                                      -                  -        (1,466,467)
      INTEREST INCOME (EXPENSE), NET                               (6,300)            17,578              (226)
                                                               ----------         ----------       -----------

      TOTAL OTHER INCOME (EXPENSE)                                 (6,300)            17,578        (1,466,693)
                                                               ----------         ----------       -----------


      NET LOSS                                                $(1,633,409)       $(2,797,195)     $(30,757,844)
                                                               ==========         ==========       ===========


LOSS PER COMMON SHARE; basic and diluted                      $     (.19)        $      (.11)
                                                               ==========         ==========

WEIGHTED AVERAGE COMMON SHARES;
 OUTSTANDING, basic and diluted                                 8,384,532         24,942,965
                                                               ==========         ==========
</TABLE>






See notes to the consolidated financial statements.
                                                                             2.


<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                                  October 2,
                                                                                                                     1996
                                                                                                                   (Date of
                                                                                            For the                Inception)
                                                                                       Three Months Ended             to
                                                                                         September 30,            September 30,
                                                                                     1998             1999            1999
                                                                                   --------         --------        --------

<S>                                                                               <C>               <C>             <C>

  Cash Flow From Operating
   Activities:
   Net Loss                                                                       $(1,633,409)       $(2,797,195)   $(30,757,844)
  Adjustments to reconcile net loss
   to net cash used in operating
   activities:
    Depreciation and amortization                                                     108,460            152,115         675,689
    Loss on disposal of fixed asset                                                         -                  -           7,062
    Loss on unconsolidated subsidiary                                                       -                  -       1,466,467
    Non-cash common stock, common
    stock option and warrant expense                                                        -             45,833      15,963,891
  Changes in assets and liabilities:
   Prepaid expenses and other current assets                                           11,600           (299,948)      (398,048)
   Accounts payable                                                                  (139,759)           624,685      1,058,454
   Accrued expenses                                                                   349,953           (696,945)       350,186
   Due to officers                                                                    100,800           (722,585)       270,441
   Due to affiliate                                                                   358,898            (26,860)      (448,195)
   Deferred revenue                                                                    25,000                  -         40,000
   Cash overdraft                                                                      (8,432)                 -              -
   Receivables from
     unconsolidated subsidiary                                                              -                  -       (150,000)
                                                                                  -----------        -----------     ----------
      Net cash used in operating
        activities                                                                   (826,889)        (3,720,900)   (11,921,897)
                                                                                  -----------        -----------     ----------
  Cash Flow From Investing Activities:
  Investment in unconsolidated subsidiary                                                   -                  -       (300,000)
  Payments related to patents and licensing rights                                       (695)            (9,703)      (124,375)
  Investment in fixed assets                                                           (3,282)          (209,151)      (587,719)
  Proceeds from default of license agreement with
     unconsolidated subsidiary                                                              -                  -        300,000
                                                                                  -----------        -----------     ----------
      Net cash used in investing
       activities                                                                      (3,977)          (218,854)      (712,094)
                                                                                  -----------        -----------     ----------
Cash Flow From Financing Activities:
  Proceeds from issuance of common stock                                            1,050,000          2,099,384     18,779,454
  Repurchase of treasury stock at cost                                                      -                  -         (7,973)
                                                                                  -----------        -----------     ----------
     Cash Flow provided by financing
      activities                                                                    1,050,000          2,099,384     18,771,481
                                                                                  -----------        -----------     ----------
Net Increase (Decrease)in Cash                                                        219,134         (1,840,370)     6,137,490

Cash, Beginning of Period                                                                   -          7,977,860              -
                                                                                  -----------        -----------     ----------
Cash, End of Period                                                               $   219,134        $ 6,137,490     $6,137,490
                                                                                  ===========        ===========     ==========
</TABLE>


See notes to the consolidated financial statements.
                                                                             3.


<PAGE>



                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the
         instructions to Form 10-QSB and Article 10 of Regulation S-X.
         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 month period ended September 30, 1999 are not
         necessarily indicative of the results that may be expected for the
         year ending June 30, 2000. For further information, refer to the
         consolidated financial statements and footnotes thereto included in
         the Company's Annual Report on form 10KSB for the year ended
         June 30, 1999.

2.       EARNINGS PER SHARE

         The Company computes earnings per share in accordance with Statements
         of Financial Accounting Standards ("SFAS") No. 128. Basic EPS
         excludes dilution and is computed by dividing income available to
         common stockholders by the weighted-average number of common shares
         outstanding for the period. Diluted EPS reflects 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 since their effect is
         antidilutive.

3.       RESEARCH AND DEVELOPMENT

         Research and development costs are charged to operations as incurred.


                                                                             4.


<PAGE>




                            mPHASE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


4.       RELATED PARTY TRANSACTIONS

         The management of the Company are also employees of Microphase, Corp.
         ("Microphase"). On May 1, 1997, the Company entered into an
         agreement with Microphase, whereby the Company 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 per month. Additionally, in July
         1998, the Company entered into an agreement with Microphase, whereby
         the Company pays Microphase $40,000 per month for technical
         research and development assistance. During the three months ended
         September 30, 1998 and 1999 and from the period from inception
         (October 2, 1996) to September 30, 1999, $150,000, $203,225 and
         $1,246,451, respectively, have been charged to expense under these
         Agreements and is included in operating expenses in the accompanying
         consolidated statements of operations. As of September 30, 1999, the
         Company has $12,525 due from affiliates included in the accompanying
         consolidated balance sheet.

         Interest expense for the three months ended September 30, 1998
         represented $6,300 payable to the Company's president.

         The Company will be obligated to pay a 3% royalty to Microphase on
         revenues from the Company's proprietary Traverser-TM- Digital Video
         Data Delivery System. No such royalty payments have been made to
         date.

5.       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 system. 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 ended
         September 30, 1998 and 1999 totaled $958,130 and $1,085,515,
         respectively. If and when sales commence utilizing this particular
         technology, the Company will be obligated to pay to GTRC a royalty of
         3% to 5% of product sales as defined.

6.       INCOME TAXES

         The Company accounts for income taxes using the asset and liability
         method in accordance with "SFAS" No. 109. 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
         carryforwards. 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 consolidated financial statements.

                                                                             5.
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                            mPHASE TECHNOLOGIES, INC.



The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements, as well as information relating to the plans of the Company's
current management.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1999 vs. September 30, 1998

The Company recorded a net loss of $2,797,195 for the three months ended
September 30, 1999 as compared to a loss of $1,633,409 for the comparable
period ended September 30, 1998. This represents a loss per common share of
$.11 for the period ended September 30, 1999 as compared to a loss per common
share of $.19 for the period ended September 30, 1998. Research and
development expenses were $1,491,034 in 1999 compared to $1,118,930 in 1998
and general and administrative expenses rose to $1,163,766 in 1999 from
$407,098 for the comparable quarter in 1998. The increase in the
administrative costs primarily relate to the hiring of full time employees,
implementation of management employment agreements, market making expenses
relating to investor relations and an increase in the Company's marketing
efforts.

PLAN OF OPERATIONS

Research and Development Activities

Georgia Tech conducts a significant amount of research and development for us
pursuant to a basic ordering agreement comprised of a series of delivery
orders, which outline the timing, necessary actions and form of payment for
specific tasks related to the completion of certain components of the
Traverser product lines. After the development of the Traverser DVDDS version
1.1, we expect Georgia Tech to continue research and development of the
Traverser product to enhance features and functionality, as well as to
coordinate the effect to develop the Traverser, version 2.0 and additional
products utilizing Traverser technology.

For the three months ended September 30,1998, and 1999 and for the period since
inception (October 2,1996) to September 30,1999, approximately $960,000,
$1,085,000 and $5,685,000 respectively, has been billed to mPhase for
research and development conducted by Georgia Tech, of which approximately
$362,000 was included in accrued expenses as of September 30,1999.

We are the sole, worldwide licensee of the technology developed by Georgia
Tech in conjunction with the Traverser product line. Upon completion of the
commercial product, Georgia Tech will receive a royalty of 3% to 5% of
product sales as defined.

The total amount of research and development costs we have expended from
inception (October 2, 1996), through September 30,1999 was approximately
$7,544,000. During the three months ended September 30,1999, we incurred
research and development expenses of approximately $1,491,000 as a
consequence of the continued development of our current DSL products.

                                                                     6.

<PAGE>

Year 2000 Issues

Many computer systems and software programs, including several used by the
Company may require modification and conversion to allow date code fields to
accept dates beginning with the year 2000. Major system failures or erroneous
calculations can result if computer system failures are not year 2000
compliant.

The Company has evaluated the computer systems they now have in use. The
Company experienced no difficulty at the turn of the new calendar year.

All costs associated with year 2000 compliance that have been incurred by the
Company have been expensed and have not been capitalized. The overall cost to
the Company of modifications and conversion for year 2000 compliance with
relation to the financial statements taken as a whole is not material. The
Company is advised by a substantial majority of its vendors of computer
products upgraded to be year 2000 compliant, or will not be affected by the
year 2000 problem. The Company's business could be materially adversely
affected if the Company's computer-based systems are not year 2000 compliant
in a timely manner, the company incurs significant additional expenses
pursuing year 2000 compliance, the Company's vendors do not timely provide
year 2000 compliant products, or the Company is subject to warranty or other
claims by the Company's clients related to product failures caused by the
year 2000 problem.

Strategic Alliance Implementation

The manufacturer of the Company's TRAVERSER(TM) DIGITAL VIDEO and DATA
Delivery System (DVDDS), Flextronics International LTD. (NASDAQ: FLEX),
completed a pilot run of the central office equipment for the (DVDDS) system
and is presently conducting the pilot run for the Intelligent Network Interface
(INI) (a next generation set top box). The Company still maintains a Spring
Target of April or May of 2000 to make its initial products available. The
Company believes that the selection of Flextronics enhances the Company's
ability to implement the delivery system necessary to satisfy what we hope
to be a strong and evolving market demand.


LIQUIDITY AND CAPITAL RESOURCES

At September 30,1999 the Company had working capital of $4,679,606

During the quarter ended September 30, 1999, we raised additional capital of
approximately $1,313,000 through the issuance of common stock from the
exercise of warrants held by sophisticated investors in transactions exempt
from registration sold during 1999 in an offering pursuant to Rule 506 of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933. We also received $510,500 from stock subscriptions
receivable and approximately $275,000 from the exercise of previously
outstanding stock options granted to employees and consultants. As a result
of those private offerings we anticipate having sufficient working capital
through the end of the fiscal year ending June 30, 2000. We do anticipate that,
in connection with the full commercial production of our Traverser DVDDS
product we will raise significant additional funds through a public or
private offering of our common stock or otherwise.


                                                                             7.
<PAGE>

                   RISK FACTORS WHICH MAY AFFECT OUR BUSINESS


OUR OPERATING HISTORY IS LIMITED

We have a limited operating history upon which you can evaluate our
performance. As an interested party or investor in our common stock you
should consider the risks and difficulties we may encounter as development
stage company in the rapidly evolving market for high-speed internet access,
traditional telephone service and digital television over existing copper
telephone lines. These risks include our ability to:

         -        complete our flagship products;

         -        implement our current marketing strategy and obtain market
                  penetration when our products become available;

         -        anticipate and adapt to rapid changes in our markets;

         -        attract initial customers and maintain customer satisfaction;

If we do not successfully manage these risks, our business will suffer. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORSEEABLE FUTURE.

We expect operating losses and negative cash flow for the foreseeable future
as we must invest in marketing and promotional activities, maintenance of the
Company's technology and operating systems in addition to the continual
commitment we must maintain for research and development. We cannot be
certain when and if we will achieve sufficient revenues in relation to
expenses to become profitable. We believe that increasing our revenues will
depend in large part on our ability to:

         -        Complete the beta-stage of our initial products;

         -        gain market acceptance and market share which will be
                  dependent upon the timing, strength and success of our
                  strategic alliances;

         -        increase consumer awareness of our products and develop
                  effective marketing and other promotional activities to
                  develop our initial customer base;

         -        develop strategic relationships that balance the Company's
                  current and long-term ability to capitalize on its
                  technology.

Our future profitability depends on generating and sustaining high revenue
growth while maintaining reasonable expense levels. Slower revenue growth
than we anticipate or operating expenses that exceed our expectations would
harm our business. If we achieve profitability, we cannot be certain that we
would be able to sustain or increase profitability in the future.

WE EXPECT TO USE 3RD PARTY MANUFACTURERS.

Even though we have secured a third party to manufacture our products, the
potential for dependence on a third party manufacturer is inherently risky. If
there is a disruption in supply from Flextronics or another vendor that supplies
the Company with products and or components, we may be unable to complete the
products we desire to sell. Our sales would suffer as a result of a disruption
in the operations of any of our manufacturers.

                                                                             8.
<PAGE>

WE HAVE COMMON MANAGEMENT

Necdet F. Ergul, our Chairman of the Board, Ronald A. Durando, our President and
Chief Executive Officer, and Gustave T. Dotoli, our Chief Operating Officer and
Vice President, respectively, are officers and Necdet F. Ergul and Ronald
Durando are shareholders as well of Microphase Corporation. We currently
purchase from Microphase passive components for the Traverser. Microphase also
provides resources and technology related to the development of the Traverser.
Microphase may not be the most economical provider of these components and
resources. In addition, we will pay to Microphase, going forward, a royalty
comprised of a percentage of the commercial product sales of DSL-related
technologies.

OUR SUCCESS DEPENDS ON INTELLECTUAL PROPERTY

Our success depends in part on our ability to protect our intellectual property.
To protect our proprietary rights, we have filed provisional patents and
copyright applications relating to some of our proposed products and technology.
Georgia Tech has filed an application for U.S. Patent for Georgia Tech's Digital
Video and Data System. Although we believe that certain of our technology is
patentable, the patents my not be obtained. Even if the patents are obtained,
they may not afford us sufficient protection for our technologies from third
party infringement. We may elect to seek foreign patent protection, but foreign
patent protection may not be granted. Our failure to protect our intellectual
property could materially adversely affect us.

COMPETITION

The telecommunications equipment market is characterized by swift
technological change. Several solutions such as fiber optic, cable, wireless
and satellite technologies compete with DSL for market share. Service
providers may use other technologies such as fiber optic cable, hybrid
coaxial cable, ISDN to deploy high-speed transmissions. Based on current
industry standards, we believe that XDSL can compete, particularly with
respect to telephone companies and other copperwire based service providers,
from the standpoint of cost effectiveness, superior technology and ease of
development.

Among equipment companies that supply DSL technology, our competitors include
ADTRAN, Alacatel S.A., Aware, Inc., Pliant Technologies, CISCO Systems, Inc.,
ECI Telecom Ltd., Lucent Technologies, Next Level Communications, Inc.,
Orckit Communications, PairGain Technologies, TUT Systems, Westell
Technologies, AG Communications Systems, Copper Mountain, Nokia, Interspeed
and Paradyne Networks, Inc.

INTEGRATED SERVICES DIGITAL NETWORK. Emerging technologies for high speed
data transmission over copper lines include Integrated Services Digital
Network, or ISDN. ISDN currently delivers 128 Kbps computer networking
connections, which are two times faster than those available with the fastest
analog modems.

While ISDN does provide faster access than analog modems, it is expensive,
difficult to install, and not as fast as competing high speed technologies.
Moreover, it does not allow for simultaneous data transmission and normal
telephone service on the same line and it is not capable of delivering digital
television.

FIBER OPTIC CABLE. Fiber optic cable is another alternative that allows high
bandwidth transmission. However, it is expensive to install.

COAXIAL. Cable companies have begun offering high speed Internet access
through cable modems. These modems provide the potential of wider bandwidth
(up to 10 Mbps as compared to 56 Kbps analog modems). But coaxial cable is
relatively expensive and has the drawbacks associated with a shared bandwidth
medium.

                                                                             9.
<PAGE>

REGULATION

The Federal Communication Commission, or FCC, and various state public
utility and service commissions, regulate most of our potential domestic
customers. Changes to FCC regulatory policies may affect the accessibility of
services, and otherwise affect how telecommunications providers conduct their
business. These regulations may adversely affect our potential penetration
into certain markets. In addition, our business and results of operations may
also be adversely affected by the Imposition of certain tariffs, duties and
other import restrictions on components which we obtain from non-domestic
suppliers. Changes in current or future laws or regulations, in the U.S. or
elsewhere, could materially adversely affect our business.


FORWARD LOOKING AND OTHER STATEMENTS

Forward looking statements above and elsewhere in this report that suggest the
Company will increase revenues or become profitable are subject to risks and
uncertainties. Forward-looking statements include the information concerning
possible or assumed future results of operations and cash flows. These
statements are identified by words such as "believes," "expects," "anticipates"
or similar expressions. Such forward looking statements are based on the beliefs
of mPHASE Technologies Inc."mPHASE" or "The Company" and its Board of Directors
in which they attempt to analyze the Company's competitive position in its
industry and the factors affecting its business, including management's
evaluation of its sales potential. Stockholders of the Company should
understand that each of the foregoing risk factors, in addition to those
discussed elsewhere in this quarterly report and in the documents which are
incorporated by reference herein, could affect the future results of mPHASE, and
could cause those results to differ materially from those expressed in the
forward-looking statements contained or incorporated by reference herein. In
addition there can be no assurance that the Company and its Board have correctly
identified and assessed all of the factors affecting the Company's business.


                                                                            10.
<PAGE>

                           PART II - OTHER INFORMATION



ITEM 1.           LEGAL PROCEEDINGS

                  As of September 30, 1999, we had settled a litigation with
                  Global Music and Media Inc. which had asserted it had the
                  exclusive right to market our technology. This litigation
                  was resolved in August 1999 in a settlement agreement
                  wherein Global Music surrendered its claim to the Company's
                  technology in exchange for the Company to settle claims of
                  Hal Willis against Global for a cash payment of $100,000,
                  the issuance of 75,000 shares of the Company's common stock
                  and option to purchase another 75,000 shares at $5.6275 per
                  share and the payment of $90,000 to Global to settle
                  employee claims, the cost of which has been recorded in the
                  financial statements as of June 30, 1999. The agreement
                  also called for the repurchase of 75,000 shares of the
                  Company's common stock from the owners of Global by the
                  Company or its co-defendant, Microphase Corporation.
                  Microphase Corporation repurchased these shares in August,
                  1999.

                  Other then the Global Music litigation, we were and are not
                  a party to any material legal proceedings.

ITEM 2.           CHANGES IN SECURITIES

                  During the quarter ended September 30, 1999, 1,751,845
                  warrants to purchase the Company shares at $.75 were
                  exercised, generating gross proceeds to the Company of
                  $1,313,884. Pursuant to an option granted July 15, 1998,
                  352,259 shares were issued to an investment banking firm.
                  75,000 shares were issued in connection with the settlement
                  discussed in item one above. 225,000 shares were issued
                  upon the exercise of options generating net proceeds to the
                  Company of $275,000. On January 26, 2000, the Board of
                  Directors authorized the stated value of $.01 per share for
                  its common stock. The Company plans to formerly change its
                  par value to $.01 at the next annual shareholders' meeting.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  NONE

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

                  NONE

ITEM 5.           OTHER INFORMATION

                  NONE

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  NONE

                                                                           11.


<PAGE>



                                   SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant, caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                             mPHASE TECHNOLOGIES, INC.
                                               Formerly Tecma Laboratories, Inc.



Dated: February 14, 2000               By: /s/ Ronald A. Durando
                                           -------------------------------------
                                               Ronald A. Durando, President, CEO




                                                                            12.