UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTER ENDED September 30, 2008

COMMISSION FILE NO. 000-24969

mPhase Technologies, Inc.

|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

THE NUMBER OF SHARES OUTSTANDING OF
EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK AS OF NOVEMBER 14, 2008 IS
544,239,955 SHARES, ALL OF ONE CLASS OF $.01 STATED VALUE COMMON STOCK.

1

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mPHASE TECHNOLOGIES, INC.

INDEX

|                   |                                                                                                             | PAGE
|------------------ | ----------------------------------------------------------------------------------------------------------- | ----
|                   |                                                                                                             |     
|PART
    I         | FINANCIAL INFORMATION                                                                                       |     
|                   |                                                                                                             |     
|ITEM 1             |                                                                                                             |     
|                   | Consolidated Balance Sheets June 30, 2008 (Audited) and September 30, 2008 (Unaudited)                      | 3   
|                   | Unaudited Consolidated
    Statements of Operations-Three months ended September 30, 2007 and 2008 and      |     
|                   | from October 2, 1996
    (Date of Inception) to September 30, 2008                                          | 4   
|                   | Unaudited Consolidated Statement of Changes in Stockholders' Equity
    (Deficit) Three months ended        |     
|                   | September 30, 2008                                                                                          | 5   
|                   | Unaudited Consolidated
    Statement of Cash Flow-Three Months Ended September 30, 2007 and 2008 and        |     
|                   | from October 2, 1996
    (Date of Inception) to September 30, 2008                                          | 6   
|                   | Notes to Consolidated Financial Statements                                                                  | 7-11
|                   |                                                                                                             |     
|ITEM 2             | Management's
    Discussion and Analysis of Financial Condition and Condition and Results of
    Operations | 12  
|                   |                                                                                                             |     
|ITEM
    3         | Quantitative and Qualitative Disclosures about market risk                                                  | 19  
|                   |                                                                                                             |     
|ITEM 4             | CONTROLS AND
    PROCEDURES                                                                                 | 19  
|                   |                                                                                                             |     
|PART
    II        | OTHER INFORMATION                                                                                           |     
|                   |                                                                                                             |     
|Item 1.            | Legal Proceedings                                                                                           | 20  
|Item
    2.        | Changes in Securities                                                                                       | 20  
|Item 3.            | Defaults Upon Senior
    Securities                                                                         | 21  
|Item
    4.        | Submission of Matters to a Vote of Security Holders                                                         | 21  
|Item 5.            | Other Information                                                                                           | 21  
|Item
    6.        | Exhibits and Reports on Form 8-K                                                                            | 21  
|                   |                                                                                                             |     
|Signature
    Page | 22                                                                                                         

2

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mPHASE TECHNOLOGIES, INC.
(A Development Stage Company)Consolidated Balance Sheets

|                                            | June 30,      | September 30,
|------------------------------------------- | ------------- | -------------
|                                            | 2008          | 2008         
|                                            |               | (Unaudited)  
|ASSETS                                      |               |              
|CURRENT ASSETS                              |               |              
|Cash                                        | $15,533       | $41,589      
|Accounts receivable                         | 4,000         | 10,266       
|Prepaid and other current assets            | 121,882       | 39,487       
|                                            |               |              
|Total Current Assets                        | 141,415       | 91,342       
|                                            |               |              
|Property and equipment, net                 | 149,418       | 109,111      
|Note receivable                             | 1,950,000     | 3,250,000    
|Investment in Sovereign                     | 110,000       | 110,000      
|                                            |               |              
|TOTAL ASSETS                                | $2,350,833    | $3,560,453   
|                                            |               |              
|LIABILITIES AND                             |               |              
|STOCKHOLDERS' DEFICIT                       |               |              
|CURRENT LIABILITIES                         |               |              
|Accounts payable                            | $2,076,965    | $2,094,583   
|Accrued expenses                            | 388,444       | 428,949      
|Due
    to related parties                  | 1,030,167     | 1,030,503    
|Notes payable, related
    parties          | 204,038       | 224,538      
|Short term notes                            | 240,820       | 240,820      
|Convertible debt                            | 54,000        | 54,000       
|                                            |               |              
|TOTAL CURRENT LIABILITIES                   | $3,994,434    | $4,073,393   
|                                            |               |              
|Convertible debt
    derivative liability - |               |              
|(Note 4)                                    | $750,151      | 1,026,724    
|Convertible debentures net of               |               |              
|discount of $2,953,899 and                  |               |              
|$3,351,053 on June 30, 2008 and             |               |              
|Sept
    30,2008 respectively (Note 4)      | $411,101      | 1,398,948    
|TOTAL LIABILITIES                           | $5,155,686    | $6,499,065   
|                                            |               |              
|COMMITMENTS AND                             |               |              
|CONTINGENCIES (Note 6)                      |               |              
|                                            |               |              
|STOCK HOLDERS' DEFICIT                      |               |              
|Common stock, par
    value $.01,           |               |              
|2,000,000,000 shares
    authorized         |               |              
|440,395,000 and
    526,233,500 shares      |               |              
|issued and outstanding
    at June 30, and  |               |              
|Sept.30, respectively                       | $4,403,950    | 5,262,335    
|Additional paid in capital                  | 165,067,510   | 170,826,364  
|Deficit accumulated
    during              |               |              
|development stage                           | (172,268,340) | (179,019,338)
|Less-Treasury stock, 13,750 shares at       |               |              
|cost                                        | (7,973)       | (7,973)      
|TOTAL STOCK
    HOLDERS'                    |               |              
|DEFICIT                                     | ($2,804,853)  | ($2,938,612) 
|                                            |               |              
|TOTAL LIABILITIES AND                       |               |              
|STOCK HOLDERS' DEFICIT                      | $2,350,833    | $3,560,453   

The accompanying notes are an integral part of these consolidated financial
statements.

3

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

|                                                   |                                      |              | Date of       
|-------------------------------------------------- | ------------------------------------ | ------------ | --------------
|                                                   | For the Three
    Months ended Ended | Inception to
|                                                   | Sept 30,                             | Sept 30,    
|                                                   | 2007                                 | 2008         | 2008          
|                                                   |                                      |              |               
|REVENUES                                           | $34,959                              | $6,266       | $22,568,305   
|                                                   |                                      |              |               
|COSTS AND EXPENSES                                 |                                      |              |               
|Cost of Sales                                      | 0                                    | 0            | 16,424,692    
|Research and Development (including non-cash       |                                      |              |               
|stock related charges of $0, $93,600 and           |                                      |              |               
|$2,503,719 for years three months ended Sept       |                                      |              |               
|30,2007, 2008 and inception to date                |                                      |              |               
|respectively)                                      | 1,054,931                            | 387,676      | 59,348,184    
|General and Administrative
    (including non-cash |                                      |              |               
|stock related charges of
    $208,097, $5,511,950  |                                      |              |               
|and $67,844,914 for the
    three months ended     |                                      |              |               
|Sept 30, 2007, 2008 and
    inception to date      |                                      |              |               
|respectively)                                      | 1,496,784                            | 6,239,260    | 115,711,023   
|Depreciation and Amortization                      | 34,059                               | 13,483       | 3,283,671     
|                                                   |                                      |              |               
|TOTAL COSTS AND EXPENSES                           | 2,585,774                            | 6,640,419    | 194,767,570   
|                                                   |                                      |              |               
|LOSS FROM OPERATIONS                               | (2,550,815)                          | (6,634,153)  | (172,199,265) 
|                                                   |                                      |              |               
|OTHER INCOME (EXPENSE) net                         |                                      |              |               
|Interest (Expense), net                            | (12,811)                             | (39,053)     | (422,382)     
|Reparation, Impairment and Other (Expense)         |                                      |              |               
|net                                                | (222,640)                            | (198,372)    | (8,357,019)   
|                                                   |                                      |              |               
|Change in Derivative Value
    and Debt Discount   | 0                                    | 120,580      | 1,959,328     
|TOTAL OTHER INCOME (EXPENSE)                       | (235,451)                            | (116,845)    | (6,820,073)   
|                                                   |                                      |              |               
|NET LOSS                                           | ($2,786,266)                         | ($6,750,998) | ($179,019,338)
|                                                   |                                      |              |               
|LOSS PER COMMON SHARE, basic and                   |                                      |              |               
|diluted                                            | ($0.01)                              | ($0.01)      |               
|                                                   |                                      |              |               
|WEIGHTED AVERAGE COMMON
    SHARES                 |                                      |              |               
|OUTSTANDING, basic and
    diluted                 | 389,791,154                          | 452,895,360  |               

The accompanying notes are an integral part of these consolidated financial
statements.

4

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mPHASE TECHNOLOGIES, INC. 
(A Development Stage Company) 
Consolidated Statement of Changes in Shareholders' Deficit

|                                                          |              |             |          |                 |                | Total       
|--------------------------------------------------------- | ------------ | ----------- | -------- | --------------- | -------------- | ------------
|                                                          |              |             |          | Additional Paid |                | Shareholders
|                                                          |              | $.01 Stated | Treasury | in              | Accumulated    | (Deficit)   
|                                                          | Shares       | Value       | Stock    | Capital         | Deficit        | Equity      
|Balance June 30, 2008                                     | 440,395,000  | $4,403,950  | ($7,973) | $165,067,510    | ($172,268,340) | ($2,804,853)
|Issuance of common stock in private
    placements net of |              |             |          |                 |                |             
|offering cost ($20,000)                                   | 4,000,000    | $40,000     |          | $140,000        |                | $180,000    
|Issuance of additional
    shares effect repricing        | 3,862,000    | $38,620     |          | $178,069        |                | $216,689    
|Stock options/ warrants awarded to employees
    and      |              |             |          |                 |                |             
|investors                                                 |              |             |          | $2,825,900      |                | $2,825,900  
|Stock based compensation                                  | 61,750,000   | $617,500    |          | $2,162,150      |                | $2,779,650  
|Conversion of debt securities                             | 16,226,500   | $162,265    |          | $452,735        |                | $615,000    
|Net Loss                                                  |              |             |          |                 | ($6,750,998)   | ($6,750,998)
|Balance September 30, 2008                                | $526,233,500 | $5,262,335  | ($7,973) | $170,826,364    | ($179,019,338) | ($2,938,612)

The accompanying notes are an integral part of these consolidated financial
statements.

5

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

|                                                                    |                        |                         | October
    2, 1996
|------------------------------------------------------------------- | ---------------------- | ----------------------- | -------------------
|                                                                    | For Three Months Ended | (Date of
    Inception)
|                                                                    | Sept 30,               | Sept 30,                | To Sept
    30,    
|                                                                    | 2007                   | 2008                    | 2008               
|                                                                    |                        |                         |                    
|Cash Flow From Operating Activities:                                |                        |                         |                    
|Net Loss                                                            | ($2,786,266)           | ($6,750,998)            | ($179,019,338)     
|Adjustments to reconcile net loss to net cash used in               |                        |                         |                    
|operating activities:                                               |                        |                         |                    
|Depreciation and
    amortization                                   | 57,942                 | 40,307                  | $7,322,664         
|(Gain) loss on debt extinguishments                                 |                        |                         | ($772,216)         
|                                                                    |                        |                         |                    
|Non-cash charges
    relating to issuance of common stock,          |                        |                         |                    
|common stock options
    and warrants                               | 1,054                  | 5,605,550               | $68,226,018        
|Reparation charges                                                  | 226,118                | 216,689                 | $8,013,251         
|Derivative Value and
    Debt Discount charges                      |                        | (120,580)               | ($1,309,177)       
|Write off of Granita Inventory                                      |                        | 0                       | $505,910           
|Other non cash charges
    including amortization of                |                        |                         |                    
|deferred compensation                                               | 207,042                | $0                      | $1,015,065         
|Changes in assets and liabilities:                                  |                        |                         |                    
|Accounts receivable                                                 | (32)                   | (6,266)                 | $417,610           
|Inventories                                                         | 495,283                |                         | ($510,471)         
|Prepaid expenses and
    other current assets                       | 257,646                | 82,395                  | $41,574            
|Other                                                               |                        |                         | $906,535           
|                                                                    |                        |                         |                    
|Accounts payable,
    Accrued expenses, Deferred revenue            | (39,722)               | 58,123                  | $8,092,683         
|Due
    to/from related parties                                     |                        |                         |                    
|Microphase / Janifast
    / /Lintel                                 | (157,865)              |                         | $5,378,063         
|Officers and Other                                                  | (14,225)               | 20,836                  | $1,456,089         
|Net cash used in
    operating activities                           | ($1,753,025)           | ($853,944)              | ($80,235,740)      
|                                                                    |                        |                         |                    
|Cash Flow from Investing Activities:                                |                        |                         |                    
|Payments related to
    patents and licensing rights                | -                      |                         | ($450,780)         
|Purchase of fixed assets                                            | $0                     |                         | ($3,279,387)       
|Investment in
    Sovereign                                         |                        |                         | ($110,000)         
|Net cash (used) in investing activities                             | $0                     | $0                      | ($3,840,167)       
|                                                                    |                        |                         |                    
|Cash Flow from
    Financing Activities:                            |                        |                         |                    
|Proceeds from issuance of common stock,                             |                        |                         |                    
|exercises warrants and finders fees, net                            | $550,000               | $180,000                | $82,166,852        
|Payments of short term
    notes                                    | 450,531                |                         | ($1,281,552)       
|Advances from Microphase                                            |                        |                         | $347,840           
|Issuance of
    Convertible Debentures                              |                        |                         | $154,000           
|Net
    Proceeds (Repayment) from notes payable related
    parties | 462,495                |                         | $174,329           
|Proceeds under
    securities purchase agreements (note 4)          |                        | 700,000                 | $2,050,000         
|Sale
    of minority interest in Granita subsidiary                 | 514,000                |                         | $514,000           
|Repurchase of treasury
    stock at cost                            |                        |                         | ($7,973)           
|Net cash provided by financing activities                           | $1,977,026             | $880,000                | $84,117,496        
|                                                                    |                        |                         |                    
|Net increase in
    cash                                            | $224,001               | $26,056                 | $41,589            
|CASH
    AND CASH EQUIVALENTS, beginning of                         |                        |                         |                    
|period                                                              | $23,253                | $15,533                 |                    
|                                                                    |                        |                         |                    
|CASH AND CASH
    EQUIVALENTS, end of period                        | $247,254               | $41,589                 | $41,589            

The accompanying notes are an integral part of these consolidated financial
statements.

6

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mPHASE TECHNOLOGIES, INC. 
(A DEVELOPMENT STAGE COMPANY) 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS - mPhase Technologies, Inc. (the
"Company") was organized on October 2, 1996 and is in the development stage, as
defined by Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises." The Company's
present activities are focused on microfluidics, microelectromechanical systems
(MEMS) and nanotechnology. Since mPhase is in the development stage, the
accompanying consolidated financial statements should not be regarded as typical
for normal operating periods.

BASIS OF PRESENTATION - The accompanying unaudited
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
pursuant to the regulations of the Securities Exchange Commission. 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 considered necessary for a fair presentation have
been included. Operating results for the three months ending September 30, 2008
are not necessarily indicative of the results that may be expected for a full
fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended June 30, 2008.

Through September 30, 2008, the Company had incurred
cumulative (a) development stage losses totaling approximately $179,019,338 (b)
stockholders' deficit of $2,938,612, and (c) negative cash flow from operations
equal to $80,235,740. At September 30, 2008, the Company had $41,589 of cash and
$10,266 of trade receivables to fund short-term working capital requirements. In
addition, the Company relies on the continuation of funding under certain
convertible securities agreements (See Note 4) The Company's ability to continue
as a going concern and its future success is dependent upon its ability to raise
capital in the near term to: (1) satisfy its current obligations, (2) continue
its research and development efforts, and (3) allow the successful wide scale
development, deployment and marketing of its products.

USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

LOSS PER COMMON SHARE, BASIC AND DILUTED - The Company
accounts for net loss per common share in accordance with the provisions of SFAS
No. 128, "EARNINGS PER SHARE" ("EPS"). SFAS No. 128 requires the disclosure of
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
for all periods presented since their affect is anti dilutive.

2. SUPPLEMENTAL CASH FLOW INFORMATION

For the months ended September 30,

|                                                   | 2007     | 2008    
|-------------------------------------------------- | -------- | --------
|                                                   |          |         
|Interest Accrued Unpaid                            | $10,261  | $39,053 
|Non Cash Investing and
    Financing Activities:   |          |         
|Assumption of Sovereign note payable               | $110,000 |         
|Stock issued in
    settlement of accrued expenses | $100,000 |         
|Conversion of convertible debt                     |          | $615,000

7

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3. RELATED PARTY TRANSACTIONS

MICROPHASE CORPORATION

mPhase's President, Chief Operating Officer and Chairman of
the Board of the Company are also officers of Microphase and mPhase's President
and Chairman of the Board are shareholders of Microphase. On May 1, 1997, the
Company entered into an agreement with Microphase, whereby it 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, in January 2000 to $11,050 per month, in July 2001 to $11,340 per
month, in July 2002 to $12,200 per month, in January 2003 to $10,000 per month,
and in July 2003 to $18,000 per month. Additionally, in July 1998, mPhase
entered into an agreement with Microphase, whereby mPhase reimburses Microphase
$40,000 per month for technical research and development. In January 2003 the
technical research and development agreement was revised to $20,000 per month,
and in July 2003 it was further revised to $5,000 per month for technical and
research development, $5,000 per month for administrative services and $5,000
per month under the office space agreement. Beginning July 1, 2006, billings for
all of the above services has been $5,000 per month. In addition, Microphase
also charges fees for specific projects on a project-by-project basis. During
the three months ended September 30, 2007 and 2008 and from inception (October
2, 1996), $59,054, $12,644 and $9,156,238 respectively, have been charged to
expense.

As a result of the foregoing transactions as of September 30, 2008, the
Company had a $40,650 payable to Microphase.

JANIFAST LTD.

The Company purchases products and incurs certain research
and development expenses with Janifast Ltd., which is owned by U.S. Janifast
Holdings, Ltd., a company in which three directors of mPhase are significant
shareholders and one is an officer, in connection with the manufacturing of POTS
Splitter shelves and component products including cards and filters sold by the
Company.

During the three months ended September 30, 2007 and 2008 and
the period from inception (October 2, 1996), $0, $0_and $16,031,811
respectively, have been charged by Janifast to inventory or is included in
operating expenses in the accompanying statements of operations.

OTHER RELATED PARTIES

Mr. Abraham Biderman was employed until September 30, 2003 by
our former investment-banking firm Lipper & Company On Sept.30, 2008, Mr.
Biderman's affiliated firm of Palladium Capital Advisors was owed unpaid finders
fees in the amount of $150,000. During the three months ended September 30, 2008
finders fees in the amount of $20,000 were recorded and paid.

Transactions with Officers

At various points during the current quarter and at various
points during the past fiscal year the Messrs, Durando, Dotoli and Smiley
provided bridge loans to the Company, evidenced by individual promissory notes
and deferred compensation so as to provide working capital to the Company. All
of the notes are payable on demand. In addition, during the current quarter, the
Company issued to employees and consultants a total of 61,750,000 shares of
common stock and 104,675,000, 5 year options to purchase Company stock at 5
cents per share.

8

---

Total compensation (including the value of stock awards) to related parties
and payables to officers are summarized below

Summary of compensation to related parties for the three months ended
September 30, 2008

|                                             | Durando    | Dotoli     | Smiley     | Biderman  | Microphase | Total      
|-------------------------------------------- | ---------- | ---------- | ---------- | --------- | ---------- | -----------
|Consulting / Salary                          | $98,400    | $70,500    | $50,000    |           |            | $218,900   
|Interest                                     |            |            | $4,291     |           |            | $4,291     
|Rent                                         |            |            |            |           | $9,000     | $9,000     
|R&D                                          |            |            |            |           | $3,644     | $3,644     
|Finders Fees                                 |            |            |            | $20,000   |            | $20,000    
|Stock based
    compensation (shares issued) | $1,215,000 | $720,000   | $450,000   | $180,000  |            | $2,565,000 
|Stock based compensation (options issued)    | $1,350,000 | $810,000   | $486,000   | $54,000   |            | $2,700,000 
|Total compensation                           | $2,663,400 | $1,600,500 | $990,291   | $254,000  | $12,644    | $5,520,835 
|                                             |            |            |            |           |            |            
|Common stock issued*                         | 27,000,000 | 16,000,000 | 10,000,000 | 4,000,000 |            | 57,000,000 
|Options issued (5years
    @ .05)            | 50,000,000 | 30,000,000 | 18,000,000 | 2,000,000 |            | 100,000,000

Summary of compensation to related parties for the three months ended
September 30, 2007

|                                             | Durando  | Dotoli  | Smiley  | Biderman | Microphase | Total   
|-------------------------------------------- | -------- | ------- | ------- | -------- | ---------- | --------
|Consulting / Salary                          | $98,400  | $70,500 | $50,000 |          |            | $218,900
|Interest                                     | $2,550   | $350    | $6,950  |          |            | $9,850  
|Rent                                         |          |         |         |          | $9,000     | $9,000  
|R&D                                          |          |         |         |          | $50,054    | $50,054 
|Finders Fees                                 |          |         |         |          |            | $0      
|Stock based
    compensation (shares issued) |          |         |         |          |            | $0      
|Stock based compensation (options issued)    |          |         |         |          |            | $0      
|Total compensation                           | $100,950 | $70,850 | $56,950 | $0       | $59,054    | $68,904 

Summary of payables to related
parties as of September 30,2008

|                                 | Durando  | Dotoli   | Smiley   | Microphase | Janifast  | Total     
|-------------------------------- | -------- | -------- | -------- | ---------- | --------- | ----------
|Notes payable                    |          | $8,000   | $216,538 |            |           | $224,538  
|Deferred Compensation            | $278,000 | $323,500 |          |            |           | $601,500  
|Due to Officers /
    Affiliates | $295,890 | $88,756  |          | $40,650    | ($19,336) | $405,960  
|Interest Payable                 |          |          | $23,043  |            |           | $23,043   
|Total Payable to Officers        | $573,890 | $420,256 | $239,581 | $40,650    | ($19,336) | $1,255,041

*Shares issued to officers are pursuant to agreements dated
August 8, 2008 between the Company and the Messrs Durando, Dotoli and Smiley.
The agreements state that the stock granted may not be sold until the earlier of
two (2) years or when the stock price for 60 consecutive days closes at a
price of $.25 per share or greater and the average trading volume during such 60
day period is not less than 1,000,000 shares per day.

4. EQUITY TRANSACTIONS AND CONVERTIBLE DEBT

Private Placements

During the quarter ended September 30, 2008, the Company
issued 4,000,000 shares of its common stock at $.05 per share in private
placements generating net proceeds of $180,000. Related to this transaction was
the issuance of 3,862,000 shares as reparations shares to effect repricing
costing an estimated $216,689.

Stock Based Compensation

During the three months ended September 30, 2008, the Company
issued 5 year options to purchase 104,675,000 shares of common stock at $.05 per
share. The fair value of such options was estimated to be $2,825,900 at the date
of the grant using the Black Scholes pricing model based on the following
weighted average assumptions: an annual excepted return of zero percent; annual
volatility of 78%;  an interest free rate of 1.5% and an expected life of 5
years.  In addition, 61,750,000 shares of common stock, with a market value
on the date of issuance of $2,779,650, were
issued to employees and consultants. (See note 3)



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Conversion of debt securities

During the three months ended September 30, 2008, $615,000 of
convertible debt was converted into 16,226,500 shares of Common stock

Long Term Convertible Debentures / Note Receivable / Debt
Discount

The Company entered into four separate convertible debt
arrangements with independent investors. These transactions are intended to
provide liquidity and capital to the Company and are summarized below.

Arrangement #1

In December, 2007, the Company received proceeds of $500,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $6,000,000 of funds; 2) A
Convertible Debenture in the amount of $1.5 million, with an interest rate of 7
1⁄4% and a maturity date of December 11, 2010 and 3) A Secured Note Receivable in
the amount of $1.0 million, with an interest rate of 8 1⁄4 % and a maturity date
of February 1, 2011 due from the same parties who are the holders of the
Convertible Debentures . Conversion of outstanding debentures into common shares
is at the option of the holder. The number of shares into which this debenture
can be converted is equal to the dollar amount of the debenture divided by the
lesser of $.35 per share or 80% of the 3 lowest Volume Weighted Average Prices
during a 20 day trading period. At the time of the transaction (December 11,
2007) the derivative value of this security was calculated to be $1,678,471. On
June 30, 2008, given the decrease in the stock price, this value had decreased
to $322,636 and on September 30,2008 such value was $141,509 creating a non-cash
credit to earnings for the quarter ended September 30, 2008 of $181,127. In
addition, the transaction resulted in a note discount of $1.5 million which is
being amortized as expense over the life of the loan. During the three month
period ended Sept 30, 2008, amortization of debt discount amounted to $576,983
reducing the balance to $545,663. During the first quarter of FYE 2009, $615,000
of such debt was converted into 16,226,500 shares of common stock and the
Company received a $500,000 payment under the provisions of the related Note
Receivable. Subsequently, through October 31, 2008, an additional $289,000 was
converted into 14,152,580 shares and the Company received additional payments of
$250,000 of its Note Receivable. The Note Receivable is secured by all the
assets of Golden Gate. It should also be noted that the holder has the right to
offset unpaid principal amount against the note receivable as well as receive
certain compensatory fees in the event of a default.

Arrangement #2

In February 2008, the Company entered into a Convertible
Debenture transaction which involved the receipt of $500,000 cash, a note
payable of $550,000 and the issuance of 3,250,000 shares of stock valued at
$260,000. The relative fair value of the shares was $105,000. The terms of the
debenture provide for a 7.5% interest rate, a due date of February 2012 and
allow similar conversion privileges equal to 75% of the average of the three
lowest prices over a 20 day period. The derivative value of such security was
estimated to be $581,428 on the date of issuance. On June 30, 2008, this value
had decreased to $142,593 and on September 30,2008 such value was $129,195
creating a non-cash credit to earnings for the quarter ended of $13,398. The
cost of the shares issued and related debt discount is being amortized to
expense over the life of the debenture. In the event of default under the note
payable the holder is entitled to certain compensatory fees. During the three
month period ended Sept 30, 2008, amortization of debt discount amounted to
$36,738 reducing the balance to $465,345.

Arrangement #3

In April, 2008, the Company received proceeds of $300,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $1,000,000 of funds; 2) Two
Convertible Debentures totaling $1,450,000, with a one time interest factor of
12% and a maturity date of March 25, 2011 and 3) A Secured Note Receivable in
the amount of $1.0 million, with a one time interest factor of 13.2 % and
maturity dates of March 25, 2012 due from the same parties who are the holders
of the Convertible Debentures . Conversion of outstanding debentures into common
shares is at the option of the holder. The number of shares into which this
debenture can be converted is equal to the dollar amount of the debenture
divided by 75%- 80% of the 3 lowest Volume Weighted Average Prices during a 20
day trading period. At the time of the transaction the derivative value of this
security was calculated to be $2,493,212. On June 30, 2008, given the decrease
in the stock price, this value had decreased to $284,922. On September 30, 2008,
such value had increased to $378,662 creating a non-cash charge to earnings over
the year of $93,740. In addition, the transaction resulted in a note discount
which is being amortized as expense over the life of the loan. Draws under the
Note Receivable are not anticipated until November 2008 and are collateralized
by $1 million of Blue Chip Stocks. In total 2 million shares were issued in
connection with the convertible debentures with a relative fair value of
$160,000 included in debt discount. During the three month period ended Sept 30,
2008, amortization of debt discount amounted to $132,917 reducing the balance to
$1,196,250.

Arrangement #4 (Related to parties in arrangement #1)

On Sept 11, 2008, the Company received proceeds of $200,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $2,000,000 of funds; 2) A
Convertible Debenture totaling $2,000,000, with a interest rate of 7 1/4% and a
maturity date of September 30, 2011 and 3) A Secured Note Receivable in the
amount of $1,800,000, with a interest rate of 8 1/4% and maturity dates of
September 30,2011 due from the same parties who are the holders of the
Convertible Debentures. In addition, the holder of the debenture is related to
the holder in Arrangement #1. Conversion of outstanding debentures into common
shares is similar to the terms of Arrangement #1. At the time of the transaction
(September 11, 2008) the derivative value of this security was calculated to be
$1,176,471. On September 30, 2008, given the changes in the stock price, this
value had decreased to $377,358 creating a non-cash credit to earnings for the
quarter ended September 30, 2008 of $799,113 . During the three month period
ended Sept 30, 2008, amortization of debt discount amounted to $32,680 reducing
the balance to $1,143,791.

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5. GRANITA MEDIA

Effective July 1, 2007, the Company formed Granita Media,
Inc. to separate its IPTV business and facilitate the raising of capital.
Pursuant to an arrangement with 4 employees of mPhase, such employees were
terminated from mPhase as of July 1, 2007 and became employees of Granita Media
Inc and invested solely in the common stock of Granita Media Inc. Under the
arrangement, each of the 4 employees was required to invest $125,000 in exchange
for an aggregate 2% equity interest in Granitia Media, Inc with mPhase
continuing to own 98% of the Company. The 4 employees contributed a total of
$339,000 of the total $500,000 equity investment required from them and raised
from third party investors another $175,000 for a total of $514,000. Granita
Media has 19,000,000 shares of common stock outstanding of which 18,000,000 was
owned by mPhase Technology and 1,000,000 is being held for issuance to the 4
employees and the third party investors pending an agreement among such persons
of the allocation of such shares.

Under the terms of the arrangement between mPhase and the 4
employees, such employees were authorized to sell up to 7.99% of additional
equity in the Company for a total of not less than $2,000,000 of additional
capital by December 31, 2007. As noted above, the employees raised a total of
$175,000 of outside capital only and pursuant to the arrangement, such employees
either resigned or were terminated by mPhase together with several lower level
employees of Granita. A dispute has arisen between Granita Media and one of the
former employees with respect to a sum of approximately $176,000 included in
short term loans. It is the Company's position that such sums were voluntarily
advanced to fund operating expenses after July 1, 2007. Since the 4 employee /
officers of Granita Media were required to cover operating expenses of Granita
Media after July 1, 2007 through equity investments either directly or from
third parties, the Company has taken the position that such amount nor any
related interest and fees are not owed to the employee. In addition, the Company
has substantial rights of offset for unpaid rent with respect to the portion of
its Little Falls office occupied by Granita Media after July 1, 2007. During the
three month period ended September 30, 2008, Granita Media Inc did not conduct
any operations and management is considering all alternatives.

6. COMMITMENTS AND CONTINGENCIES

The Company has a lease obligation for the rental of office
space in Little Falls New Jersey until May 31, 2009. The annual obligation under
such lease requires rent of $151,862 for the year beginning June 1, 2008 and
ending May 31, 2009.

mPhase has entered into various agreements with Georgia Tech
Research ("GTRC") and its affiliate, Georgia Tech Applied Research Corporation,
("GTARC"), pursuant to which the Company received technical assistance in
developing the commercialization of its Digital Video and Data Delivery System.
Inception to date cost for GTRC technical assistance
with respect to its research and development activities has totaled $13,539,952.
All of such costs were incurred prior to 2005.

Legal Proceedings

On November 9, 2007, Magpie Telecom Insiders, Inc ("Magpie")
filed a lawsuit in the Federal District Court in the State of Colorado alleging
a breach of contract by mPhase in connection with a Statement of Work dated July
10, 2006 in connection with software supplied by Magpie for mPhase's TV+
solution. The claim alleges the failure of mPhase to make payments amounting to
$679,969 under the contract. mPhase believes it has certain affirmative defenses
to the claim including deficiencies in the software delivered by Magpie and
failure to deliver support services by Magpie. mPhase has counterclaimed against
Magpie asserting that the software delivered was not of "carrier class"
standards required in the telecommunications industry and that Magpie sold or
attempted to sale mPhase common stock received in connection with a modification
of the payments due under the Statement of Work in violation of Rule 10b-5 and
the Federal Securities Laws. This litigation, at the time of filing was
considered to be the culmination of a dispute in the ordinary course of business
involving a vendor of mPhase's TV+ solution. It is now considered to involve a
significant amount of time and legal expenses to defend as to be material to the
Company's TV+ solution and a prime cause of the termination by Comstar/Odessa of
its TV+ test in September of 2007. The Company cannot, at this time predict the
outcome of this letter but believes it has meritorious defenses and
counterclaims against Magpie in this action.

7. SUBSEQUENT EVENTS

Long term convertible debt in the aggregate amount of
$369,150 has been converted into 18,979,351 shares of common stock and
$450,000 has been received from repayment of notes receivable.

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ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

The following is management's discussion and analysis of
certain significant factors, which have affected mPhase's financial position and
should be read in conjunction with the accompanying financial statements,
financial data, and the related notes.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF
THE PRIVATE LITIGATIONREFORM ACT OF 1995:

Some of the statements contained in or incorporated by
reference in this Form 10-Q discuss the Company's plans and strategies for its
business or state other forward-looking statements, as this term is defined in
the Private Securities Litigation Reform Act of 1995. The words "anticipate,"
"believe," "estimate," "expect," "plan," "intend," "should," "seek," "will," and
similar expressions are intended to identify these forward-looking statements,
but are not the exclusive means of identifying them. These forward-looking
statements include, among others, statements concerning the Company's
expectations regarding its working capital requirements, gross margin, results
of operations, business, growth prospects, competition and other statements of
expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. Any forward-looking statements contained in this Quarterly Report on Form
10-Q are subject to risks and uncertainties that could cause actual results to
differ materially from those results expressed in or implied by the statements
contained herein.

RESULTS OF OPERATIONS

OVERVIEW

mPhase, a New Jersey corporation, founded in 1996 is a
publicly-held company with over 19,000 shareholders and approximately 539
million shares of common stock outstanding. The Company's common stock is traded
on the Over the Counter Bulletin Board under the ticker symbol XDSL. We are
headquartered in Norwalk, Connecticut with offices in Little Falls, NJ. mPhase
shares common office space with Microphase Corporation, a privately held
company. Microphase is a leader in the field of radio frequency and filtering
technologies within the defense and telecommunications industry. It has been in
operation for over 50 years and supports mPhase with both engineering and
administrative and financial resources as needed.

mPhase is a development company specializing in microfluidics,
microelectromechanical systems (MEMS) and nanotechnology. Through its wholly
owned subsidiary AlwaysReady, Inc., mPhase is commercializing its first
nanotechnology-enabled product for military and commercial applications - The
Smart NanoBattery providing Power On Command. The new well-patented battery
technology, based on the phenomenon of electrowetting, offers a unique way to
store energy and manage power.. Features of the Smart NanoBattery include:
potentially infinite shelf life, environmentally friendly design, fast ramp to
power, programmable control, and direct integration with microelectronic
devices.

The platform technology behind the Smart NanoBattery is a
porous nanostructured material used to repel and precisely control the flow of
liquids. The material has aSmart Surface that can potentially be
designed for self-cleaning applications, water purification/desalination, liquid
filtration/separation, and environmental cleanup.

mPhase has been awarded a Phase II Small Business Technology
Transfer Program (STTR) grant, part of the Small Business Innovation Research (SBIR)
program, from the U.S. Army for continued development of a reserve Smart
NanoBattery for a critical computer memory application.

mPhase is headquartered in Little Falls, New Jersey, with
additional offices in Norwalk, Connecticut, and New York, New York.

Since our inception in 1996 we have been a development-stage
company and operating activities have related primarily to research and
development, establishing third-party manufacturing relationships and developing
product brand recognition among telecommunications service providers.

Description of Operations

Microfluidics, MEMS, and Nanotechnology In February of 2004, mPhase entered the business of developing new products
based on materials whose properties and behavior are controlled at the
micrometer and nanometer scales. (For reference, a micrometer or micron is equal
one millionth (10 -6 ) of a meter and a nanometer is one billionth
(10 -9 ) of a meter  the scale of atoms and molecules. A human hair
is approximately 50 microns in diameter, or 50,000 nanometers thick.) The
Company has expertise and capabilities in microfluidics, microelectromechanical
systems (MEMS), and nanotechnology. Microfluidics refers to the behavior,
precise control and manipulation of fluids that are geometrically constrained to
a small, typically micrometer scale. MEMS is the integration of mechanical
elements, sensors, actuators, and electronics on a common silicon substrate
through microfabrication technology. Nanotechnology is the creation of
functional materials, devices and systems through control of matter (atoms and
molecules) on the nanometer length scale (1-100 nanometers), and exploitation of
novel phenomena and properties (physical, chemical, biological, mechanical,
electrical) at that length scale. In its Smart NanoBattery, mPhase exploits the
physical phenomenon of electrowetting by which a voltage is used to change the
wetting properties of a liquid/solid interface at the nanometer scale. Consider
water as the liquid. Through electrowetting, mPhase can change a surface from
what is referred to as a hydrophobic ("water fearing") state to a hydrophilic
("water loving") state. In the hydrophobic state, the water beads up or is
repelled by the surface. In the hydrophillc state, the water spreads out or is
absorbed by the surface. The ability to electronically control the wetting
characteristics of a surface at the nanometer scale forms the basis of mPhase's
nanotechnology operations and intellectual property portfolio.

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In the Smart NanoBattery application, mPhase uses
electrowetting as a new technique to s activate or literally "turn on" a battery
once it is ready to be used for the first time.. At the heart of the Smart
NanoBattery is a porous, nanostructured superhydrophic or superlyophobic
membrane designed and fabricated by mPhase. The so-called superhydrophobic
membrane applies to water and the superlyophobic membrane applies to nonaqueous
or organic liquids such as ethanol or mineral oil. The difference between the
two membrane types lies in the nanoscale architecture at the surface. By virtue
of its superhydrophobic or superlyophobic character, the membrane, although
porous, is able to physically separate the liquid electrolyte from the solid
electrodes so that the battery remains dormant or inactive, thus providing no
voltage, or current until called upon. This electrolyte-electrode separation
gives the battery the feature of potentially unlimited shelf life and the
benefit of being always ready when needed, which is not necessarily the case for
conventional batteries. Electrowetting alters the liquid/membrane interface so
that the liquid is now able to flow over the membrane's surface and rapidly move
through the pores where it is able to contact the solid electrode materials
located on the other side of the membrane.

mPhase uses MEMS, to precisely control the machining of
silicon-based materials at the micrometer and nanometer scales. This ability has
led to the Company's proprietary membrane design that controls the wetting and
movement of liquids on a solid surface. mPhase uses microfluidics to control the
flow of liquid electrolyte through the porous membrane and is also the basis for
other possible applications such as self-cleaning surfaces, filtration and
separation and liquid delivery systems.

History of Nanotechnology Operations

Smart NanoBattery

mPhase Technologies along with Bell Labs, jointly conducted
research from February 2004 through April of 2007 that demonstratedcontrol and
manipulation of fluids on superhydrophobic and superlyophobic surfaces to create
a new type of battery or energy storagedevice with power management features
obtained by controlling the wetting behavior of a liquid electrolyte on a solid
surface. The scientific research conducted set the ground work for continued
development of the Smart NanoBattery and formed a path to commercialization of
the technology for a broad range of market opportunities. During 2005 and 2006,
the battery team tested modifications and enhancements to the internal design of
the battery to optimize its power and energy density characteristics, as well as
making engineering improvements that were essential in moving the battery from a
zinc-based chemistry to a commercial lithium-based chemistry that can be
manufactured on a large scale. The Company began its efforts by entering into a
$1.2 million 12 month Development Agreement with the Bell Labs division of
Alcatel/Lucent for exploratory research of control and manipulation of fluids on
superhydrophobic surfaces to create power cells ( batteries) by controlling
wetting behavior of an electrolyte on nanostructured electrode surfaces. The
goal was to develop a major breakthrough in battery technology creating
batteries with longer shelf lives as the result of no direct electrode contact
(meaning no power drain prior to activation). The Company extended its
development effort twice for an additional 2 year ending in March of 2007 and
for two additional periods thereafter through July 31, 2007. During this time,
the technical focus shifted from trying to separate the liquid electrolyte from
nanostructured electrodes to developing a nanostructured membrane that could
physically separate the liquid electrolyte from the solid electrodes.

mPhase also began working with the Rutgers University Energy
Storage Research Group (ESRG) in July of 2005 to conduct contract research in
advanced battery chemistries involving lithium. This work involved
characterizing and testing materials that could be used in the mPhase battery.
In July of 2007, the relationship shifted to a collaboration focused on
developing a memory backup battery needed by the U.S. Army. The work was funded
through a Phase I Small Business Technology Transfer Program (STTR) grant.

Also in July of 2007, mPhase formed a new wholly-owned
subsidiary, Always Ready, Inc., to focus on the development of its
nanotechnology products. The Company has used this subsidiary as a division of
the Company in order to develop increasing brand recognition of its battery
product. The Company decided in September of 2007 to transfer its development
work out of Bell Labs (Alcatel/Lucent) in order to broaden its nanotechnology
product commercialization efforts. In terms of the battery, Bell Labs was no
longer sufficient because they had no in-house means to handle lithium
chemistry. mPhase/AlwaysReady continued to work with Rutgers ESRG which could
work with lithium, but also engaged in work with other companies to supply
essential components, fabricate prototypes, and plan manufacturing approaches.
These companies included a well-respected silicon foundry and battery
manufacturer.

In February of 2008, the Company announced that a prototype
of its Smart NanoBattery was successfully deployed in a gun-fired test at the
Aberdeen Proving Ground at Maryland. The test was conducted by the U.S. Army
Armament Research and Development and Engineering Center (ARDEC) of Picatinny,
New Jersey. The battery not only survived the harsh conditions of deployment at
a gravitational force in excess of 45,000 g , but was also flawlessly activated
in the process .

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In March of 2008, mPhase announced that it had been invited
to submit a proposal for a Phase II STTR grant, based upon the successful work
it had performed on the Phase I grant to develop a version of the Smart
NanoBattey referred to as the multi-cell, micro-array reserve battery for a
critical U.S. Army memory backup application. The Phase II grant in the gross
amount of $750,000 (net $500,000) was granted to the Company in the middle of
September of 2008 .In March of 2008, the Company also announced the successful
transfer to a commercial foundry of certain processes critical to the
manufacturing of its Smart NanoBattery. This will enable fabrication of the
porous membranes for the multi-cell, micro-array reserve battery mentioned
above. The Company successfully manufactured nanostructured membranes at the
foundry that are essential to commercial production of the battery. By achieving
a series of delayed activations, the shelf-life and continuous run-time of such
battery is increased to a period of time in excess of twenty years. In April of
2008, the Company announced that it had successfully activated it's first Smart NanoBattery prototype by electrowetting using a hard-wired configuration and a
remotely-activated device. Remote activation plays a key role in providing power
to wireless sensors systems and RFID tags.

Also, in April of 2008, the Company announced that it had
successfully produced its first lithium-based reserve battery with a soft or
pouchpackage and breakable separator (in place of the electrowettable membrane)
that relies on mechanical rather than electrical activation to provide Power On
Command. The Company believes that it is a significant milestone in moving from
a low energy density zinc-based battery to a higher energy density lithium-based
battery towards proving that the Smart NanoBattery will eventually be
economically and commercially viable.

Magnetometer

In March of 2005, the Company entered into a second
Development Agreement for 12 months at a cost of $1.2 million with the Bell Labs
to develop MEMS-based ultrasensitive magnetic sensor devices, also known as
magnetometers, that could be used in military and commercial electronics (e.g., cell phones) for determining location, as well as in portable security
and metal detection applications. The agreement was renewed in April of 2006 for
another 12 months. Although proven to work in the lab, the magnetometer
technology could not be scaled up as quickly and as cost effectively as the
battery. The project was shelved in September 2007 so that all technical
resources could be allocated to the battery project.

IPTV

Historically, the Company since its inception has focused
upon developing innovative solutions for the delivery of Broadcast Television as
part of a "triple play" of services that includes voice and high-speed internet
for telephone service providers globally. Beginning in fiscal year 2004, the
Company began developing Broadcast television delivery solutions through
software/middleware designed to enable telephone service providers to deliver
video data using internet protocol. The Company's middleware/software is highly
scalable, potentially saving telephone service providers significant hardware
deployment costs for routers and servers required for the carrier class delivery
of broadcast television using internet protocol. Such solution potentially
expands the content of available information from the internet into broadcast
quality television. The Company's middleware is capable of delivering over
copper, fiber, coax or any infrastructure representing a combination of the
foregoing that is used by a telecommunications service provider. The Company has
not to date been able to derive any significant revenue from our TV+ solution.
We believe that this is due to a number of factors:

1.

The Company's original product, the Traverser Digital Video Data Delivery
System, was designed to enable telephone service providers to deliver Broadcast
Television, high speed-internet and voice over copper telephone lines using DSL
compression technology. The technology developed in partnership with Georgia
Tech Research Corporation marked a significant architectural breakthrough in
design using a non-internet protocol proprietary technology. As internet
technology for video transmission improved, telecommunications service providers
worldwide moved to requiring internet protocol and open carrier class standards
for their transition to a "triple play" of converged services to customers that
includes Broadcast quality television. In 2003 the Company transitioned from its
legacy Traverser DVDDS product to its TV+ solution. The TV+ is middleware using
internet protocol with open carrier-class standards compatible with all modes of
hardware. The TV+ enables telephone service providers to deliver over any
topology or infrastructure (e.g. copper, fiber or coax) broadcast quality
television, video on demand, high-speed internet and voice required by telephone
service providers.

2.

The Company's strategic focus for its broadcast television solution for
telecommunications service providers targeted telephone service providers
outside the United States in emerging markets where fiber and cable
infrastructure did not exist. Penetration of these emerging international
markets proved more difficult and costly than the Company originally
anticipated. Telephone service providers in such areas owned by the government
or recently privatized, often lack reliable infrastructure to accommodate basic
test deployments and are demanding robust television features that their
customer base is unable to afford absent significant governmental subsidies.

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3.

The Company now believes, based upon its development efforts over a period of
approximately 10 years, that its TV+ solution is a compelling solution for large
deployments by telephone service providers in the United States owing to its
superior scalability that requires significantly less hardware (primarily
routers and servers) per customer that can assist in the migration of the
delivery of broadcast television using internet protocol. The Company is
currently seeking a strategic partner in the United States to test and deploy
its TV+ solution.

Because the roll-out of broadcast television using internet
protocol has been a lengthy process for major service providers in the United
States, the Company has temporarily suspended development of new features for
its TV+ solution in order to conserve financial resources pending further
development in the U.S. market. All inventory has been written off and all
strategic alternatives relative to this business segment including the valuation
and sale of assets or licensing of the technology are being evaluated.

FINANCIAL OVERVIEW

Revenues. Prior to June 30, 2007 period all material
revenues had been generated from sales of component products related to its
telecommunication business. Operations from this business line have been
suspended pending a review of strategic alternatives. It is unclear weather any
future revenue will be derived from this business segment. Since July 1,2007 and
inclusive of the most current quarter, revenue has primarily been attributable
to testing arrangements involving its nanotechnology products

Cost of revenues. Historically, the costs necessary to
generate revenues from the sale of POTS Splitter Shelves and other related DSL
component products include direct material, labor and manufacturing. mPhase paid
these costs to Janifast Ltd., which has facilities in the People's Republic of
China and is owned by and managed by certain senior executives of the Company.
The cost of revenues also includes certain royalties paid to Microphase
Corporation, a privately held corporation organized in 1955, which shares
certain common management with the Company and is majority-owned by a director
of mPhase.

Research and development. Research and development
expenses have consisted principally of direct labor and payments made to
Microphase, Lucent and other third party vendor involved in the development of
the TV+ IPTV solution and nanotechnology products. All research and development
costs are expensed as incurred. The Company has shifted its commercial
development of its nanotechnology battery products from Lucent Technologies to
certain foundries capable of providing critical out sourcing assistance.

General and administrative. General and administrative
expenses consist primarily of salaries and related expenses for personnel
engaged in its nanotechnology product line, legal and accounting personnel.
Certain administrative activities are outsourced on a monthly fee basis to
Microphase and mPhase leases its principal office in Norwalk, Connecticut from
Microphase.

Non-Cash compensation charges. The Company makes
extensive use of stock, stock options and warrants as a form of compensation to
employees, directors and outside consultants. We incurred non-cash compensation
charges totaling $68,226,018 from inception (October 2, 1996) through September
30, 2008.

Other Income (Expense). Included in Other Expense are non
recurring items related to the change in the value of derivative securities and
amortization as related debt discount. Such amounts will fluctuate significantly
and should not be considered as recurring or in any way indicative of operating
results. In addition, it has been the company's policy to record as an expense
the cost of re-pricing securities (Reparation Cost) to raise capital.

Cumulative losses, net worth and
  capital needs

The Company has incurred cumulative development stage losses of
  $179,019,338 and negative cash flow from operations of $80,235,740. The
  auditors report for the fiscal year ended June 30, 2008 includes the statement
  that "there is substantial doubt of the Company's ability to continue as a
  going concern". As of September 30, 2008, the Company had a negative net worth
  of ($2,938,612) compared to a negative net worth of ($2,804,853) as of June
  30, 2008 as a result of continuing net losses. The Company has a Securities
  Purchase Agreement with Golden Gate Investors and related entities (total
  facility of $8 million) that should enable the Company to raise significant
  working capital for the next fiscal year. Draws under this facility in the
  current fiscal quarter ended Sept, 30, 2008 amounted to $700,000 (accounted
  for as a pay-down of notes receivable). In addition, the Company has a similar
  $1.0 million facility with JMJ Financial with draws anticipated to be
  available in November 2008. While the Company believes these facilities will
  fund short term capital needs it may from time to time need to supplement such
  funding.. In the longer term, we estimate that the Company will need to raise
  approximately $1-$1.5 million of additional capital above the funds
  anticipated from the monthly conversion by Golden Gate Investors and JMJ, to
  meet longer term liquidity needs through June 30, 2009. Such monies would be
  necessary primarily to fund future expenditures for commercialization of its
  SmartBattery products. The Company does not expect to derive any material
  revenue from its Nanotechnology product development until the third quarter of
  fiscal year 2009.

15

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THREE MONTHS ENDED September 30, 2008 VS. September 30, 2007

REVENUE

Total revenues were $6,266 for the three months ended
September 30, 2008 compared to $34,959 for the three months ended September 30,
2007. Revenues derived in the current quarter was related to billings under a
Phase II U.S. Army Grant of $750,000 (net to the Company of $500,000) which
began September 2008.

RESEARCH AND DEVELOPMENT

Research and development expenses were $387,676 for the three
months ended September 30, 2008 as compared to $1,054,931 during the comparable
period in 2007 or a decrease of $667,255. This decreased spending is a result of
suspension of activity related to the IPTV product line and reduced operations
relative to nanotechnology products, in particular, the decision to concentrate
research on the nano-battery .

Subject to available funds, the Company expects to continue
its research and development efforts throughout fiscal year 2009. Such research
is expected to be concentrated in the field of nanotechnology . The initial
applications for the nano power cell technology will address the need to supply
emergency and reserved power to a wide range of electronic devices for both
commercial and defense applications.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative (G&A) expenses were $6,239,260 for
the three months ending September 30, 2008 up from $1,496,784 or an increase of
$4,742,476 from the comparable period in 2007. The increase in G&A expense is
primarily the result of non-cash charges relating to the issues of common stock
and options to employees and consultants which amounted to $5,605,550. Exclusive
of this charge, G&A declined $863,074 reflecting the suspension of activity of
the IPTV business and the reduction of employees and consultants by more than
60%

OTHER EXPENSE

Included in this category are reparation cost of $216, 689 and $226,118 for
the quarters ended September 30, 2008 and 2007 respectively. Included in the
current quarter are cost associated with convertible debt which includes a non
cash credit for the change in derivative value of $899,898 offset by
amortization of debt discount cost of $779,317.

NET LOSS

The Company recorded a net loss of $6,750,998 for the three
months ended September 30, 2008 as compared to a loss of $2,786,266 for the
three months ended September 30, 2007. This represents a loss per common share
of $.02 and $.01 for the three month periods ended September 30, 2008 and 2007
respectively. The increase in net loss is attributable to non-cash compensation
to officers, employees and consultants offset in part by a scale down of
activities in both the IPTV and Nanotechnology business lines.

16

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CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

As required, mPhase has adopted the Securities and Exchange Commission ("SEC")
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements", which provides guidelines on applying generally accepted accounting
principals to revenue recognition based upon the interpretations and practices
of the SEC.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations as incurred in
accordance with Statement of Financial Accounting Standards ("SFAS"), No.2,
"Accounting for Research and Development Cost."

DERIVATIVE LIABILITY

The Company has estimated the value of the derivative liability associated with
its convertible debt. Such estimate is based on a Black Sholes calculation at
the time the debt was issued. Periodically, the value of this liability is
marked to market and adjusted accordingly. Such adjustments are included in
Other Income (Expense)

STOCK-BASED COMPENSATION

On July 1, 2005, the Company adopted the provisions of Financial Accounting
Standards Board Statement No. 123R,"Share-Based Payment" (SFAS 123R). SFAS 123R revised SFAS 123, "Accounting
for Stock Based Compensation" and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS 123R requires companies to measure and
recognize compensation expense for all employee stock-based payments at fair
value over the service period underlying the arrangement. Therefore, the Company
is now required to record the grant-date fair value of its stock-based payments
(i.e., stock options and other equity-based compensation) in the statement of
operations. The Company adopted FAS 123R using the "modified prospective"
method, whereby fair value of all previously-granted employee stock-based
arrangements that remained unvested at July 1, 2005 and all grants made on or
after July 1, 2005 have been included in the Company's determination of
stock-based compensation expense for the three and nine months ended March 31,
2008 and March 31, 2007.

MATERIAL RELATED PARTY TRANSACTIONS

MICROPHASE CORPORATION

mPhase's President, Chief Operating Officer and Chairman of
the Board of the Company are also officers of Microphase and mPhase's President
and Chairman of the Board are shareholders of Microphase. On May 1, 1997, the
Company entered into an agreement with Microphase, whereby it 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, in January 2000 to $11,050 per month, in July 2001 to $11,340 per
month, in July 2002 to $12,200 per month, in January 2003 to $10,000 per month,
and in July 2003 to $18,000 per month. Additionally, in July 1998, mPhase
entered into an agreement with Microphase, whereby mPhase reimburses Microphase
$40,000 per month for technical research and development. In January 2003 the
technical research and development agreement was revised to $20,000 per month,
and in July 2003 it was further revised to $5,000 per month for technical and
research development, $5,000 per month for administrative services and $5,000
per month under the office space agreement. Beginning July 1, 2006, billings for
all of the above services has been $5,000 per month. In addition, Microphase
also charges fees for specific projects on a project-by-project basis. During
the three months ended September 30, 2007 and 2008 and from inception (October
2, 1996), $59,054, $12,644 and $9,156,238 respectively, have been charged to
expense.

As a result of the foregoing transactions as of September 30, 2008, the Company
had a $40,650 payable to Microphase.

JANIFAST LTD.

The Company purchases products and incurs certain research
and development expenses with Janifast Ltd., which is owned by U.S. Janifast
Holdings, Ltd., a company in which three directors of mPhase are significant
shareholders and one is an officer, in connection with the manufacturing of POTS
Splitter shelves and component products including cards and filters sold by the
Company.

During the three months ended September 30, 2007 and 2008 and
the period from inception (October 2, 1996), $0, $0_and $16,031,811
respectively, have been charged by Janifast to inventory or is included in
operating expenses in the accompanying statements of operations.

OTHER RELATED PARTIES

Mr. Abraham Biderman was employed until September 30, 2003 by
our former investment-banking firm Lipper & Company On Sept.30, 2008, Mr.
Biderman's affiliated firm of Palladium Capital Advisors was owed unpaid finders
fees in the amount of $150,000. During the three months ended September 30, 2008
finders fees in the amount of $20,000 were recorded and paid.

17

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Transactions with Officers

At various points during the current quarter and at various points during
the past fiscal year the Messrs, Durando, Dotoli and Smiley provided bridge
loans to the Company, evidenced by individual promissory notes and deferred
compensation so as to provide working capital to the Company. All of the notes
are payable on demand. In addition, during the current quarter, the Company
issued to employees and consultants a total of 61,700,000 shares of common stock
and 104,650,000, 5 year options to purchase Company stock at 5 cents per share.

Total compensation (including the value of stock awards) to related parties and
payables to officers are summarized below.

|Summary of compensation to related parties for the three months ended
    September 30, 2008
|--------------------------------------------------------------------------------------------
|                                                                                            
|                                                                                            
|Consulting / Salary                                                                         
|Interest                                                                                    
|Rent                                                                                        
|R&D                                                                                         
|Finders Fees                                                                                
|Stock
    based compensation (shares issued)*                                               
|Stock based
    compensation (options issued)                                               
|Total
    compensation                                                                      
|                                                                                            
|Common stock
    issued*                                                                    
|Options issued
    (5years @5 cents)                                                        
|                                                                                            



|Summary of compensation to related parties for the three months ended
    September 30, 2007
|--------------------------------------------------------------------------------------------
|                                                                                            
|                                                                                            
|Consulting / Salary                                                                         
|Interest                                                                                    
|Rent                                                                                        
|R&D                                                                                         
|Finders Fees                                                                                
|Stock
    based compensation (shares issued)                                                
|Stock
    based compensation (options issued)                                               
|Total compensation                                                                          



|Summary of payables to realted
    parties as of September 30,2008
|------------------------------------------------------------------
|                                                                  
|                                                                  
|Notes
    payable                                                 
|Deferred Compensation                                             
|Due to
    Officers / Affiliates                                  
|Interest Payable                                                  
|Total
    Payable to Officers                                     

*Shares issued to officers are pursuant to agreements dated
August 8, 2008 between the Company and the Messrs Durando, Dotoli and Smiley.
The agreements state that the stock granted may not be sold until the earlier of
two (2) years or when the stock price for 60 consecutive days closes at a
price of $.25 per share or greater and the average trading volume during such 60
day period is not less than 1,000,000 shares per day.

18

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LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred cumulative development stage losses
of $179,019,338, and negative cash flow from operations of $80,235,740. The
auditors report for the fiscal year ended June 30, 2008 includes the statement
that "there is substantial doubt of the Company's ability to continue as a going
concern". As of September 30, 2008, the Company had a negative net worth of
($2,938,612) compared to a negative net worth of ($2,804,853) as of June 30,
2008 as a result of continuing net losses. The Company has a Securities Purchase
Agreement with Golden Gate Investors and related entities (total facility of $8
million) that should enable the Company to raise significant working capital for
the next fiscal year. Draws under this facility in the current fiscal quarter
ended Sept, 30, 2008 amounted to $700,000 (accounted for as a pay-down of notes
receivable). In addition, the Company has a similar $1.0 million facility with
JMJ Financial with draws anticipated to be available in November 2008. While the
Company believes these facilities will fund short term capital needs it may from
time to time need to supplement such funding.. In the longer term, we estimate
that the Company will need to raise approximately $1-$1.5 million of additional
capital above the funds anticipated from the monthly conversion by Golden Gate
Investors and JMJ, to meet longer term liquidity needs through June 30, 2009.
Such monies would be necessary primarily to fund future expenditures for
commercialization of its SmartBattery products. The Company does not expect to
derive any material revenue from its Nanotechnology product development until
the third quarter of fiscal year 2009.

MANAGEMENT'S PLANS

The Company has shifted its focus to the development of
products using the science of Nanotechnology. The Company does not expect to
derive any material revenue from its Nanotechnology product development until
the third quarter of fiscal year 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Company is not exposed to changes in interest rates as
the Company has no debt arrangements and no investments in certain
held-to-maturity securities. Under our current policies, we do not use interest
rate derivative instruments to manage exposure to interest rate changes. A
hypothetical 100 basis point adverse move in interest rates along the entire
interest rate yield curve would not materially affect the fair value of any
financial instruments at September 30, 2008.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of
management including the Chief Executive Officer and Chief Financial Officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14c and of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that these disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting during the quarter ended September 30, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting. The Company is in the process of
considering changes in internal controls that improve potential weaknesses as
stated in our annual report (10K). However, Mphase Technologies is a small
company with a total staff of approximately 10 employees and consultants. This
size limits and may continue to limit, our ability to properly segregate duties,
provide for adequate backup of financial personnel and financial governance.

19

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On November 9, 2007, Magpie Telecom Insiders, Inc ("Magpie")
filed a lawsuit in the Federal District Court in the State of Colorado alleging
a breach of contract by mPhase in connection with a Statement of Work dated July
10, 2006 in connection with software supplied by Magpie for mPhase's TV+
solution. The claim alleges the failure of mPhase to make payments amounting to
$679,969 under the contract. mPhase believes it has certain affirmative defenses
to the claim including deficiencies in the software delivered by Magpie and
failure to deliver support services by Magpie. mPhase has counterclaimed against
Magpie asserting that the software delivered was not of "carried class"
standards required in the telecommunications industry and that Magpie sold or
attempted to sale mPhase common stock received in connection with a modification
of the payments due under the Statement of Work in violation of Rule 10b-5 and
the Federal Securities Laws. This litigation, at the time of filing was
considered to be the culmination of a dispute in the ordinary course of business
involving a vendor of mPhase's TV+ solution, it is now considered to involve a
significant amount of time and legal expenses to defend as to be material to the
Company's TV+ solution and a prime cause of the termination by Comstar/Odessa of
its TV+ test in September of 2007. The Company cannot, at this time predict the
outcome of this letter but believes it has meritorious defenses and
counterclaims against Magpie in this action.

ITEM 2. CHANGES IN SECURITIES

Private Placements

During the quarter ended September 30, 2008, the Company issued 4,000,000
shares of its common stock at $.05 per share in private placements generating
net proceeds of $180,000. Related to this transaction was the issuance of
3,862,000 shares as reparations shares to effect repricing.

Stock Based Compensation

During the three months ended September 30, 2008, the Company issued 5 year
options to purchase 104,650,000 shares of common stock at $.05 per share. The
value of such options was estimated to be $2,825,900. In addition, 61,750,000
shares of common stock valued at $2,779,650 were issued to employees and
consultants. (See note 3)

Conversion of debt securities

During the three months ended September 30, 2008, $615,000 of convertible
debt was converted into 16,226,500 shares of Common stock

Long Term Convertible Debentures / Note Receivable / Debt
Discount

The Company entered into four separate convertible debt arrangements with
independent investors. These transactions are intended to provide liquidity and
capital to the Company and are summarized below.

Arrangement #1

In December, 2007, the Company received proceeds of $500,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $6,000,000 of funds; 2) A
Convertible Debenture in the amount of $1.5 million, with an interest rate of 7
1⁄4% and a maturity date of December 11, 2010 and 3) A Secured Note Receivable in
the amount of $1.0 million, with an interest rate of 8 1⁄4 % and a maturity date
of February 1, 2011 due from the same parties who are the holders of the
Convertible Debentures.

Conversion of outstanding debentures into common shares is at
the option of the holder. The number of shares into which this debenture can be
converted is equal to the dollar amount of the debenture divided by the lesser
of $.35 per share or 80% of the 3 lowest Volume Weighted Average Prices during a
20 day trading period. At the time of the transaction (December 11, 2007) the
derivative value of this security was calculated to be $1,678,471. On June 30,
2008, given the decrease in the stock price, this value had decreased to
$322,636 and on September 30,2008 such value was $141,509 creating a non-cash
credit to earnings for the quarter ended September 30, 2008 of $181,127. In
addition, the transaction resulted in a note discount of $1.5 million which is
being amortized as expense over the life of the loan. During the three month
period ended Sept 30, 2008, amortization of debt discount amounted to $576,983
reducing the balance to $545,663.

During the first quarter of FYE 2009, $615,000 of such debt
was converted into 16,226,500 shares of common stock and the Company received a
$500,000 payment under the provisions of the related Note Receivable.
Subsequently, through October 31, 2008, an additional $289,000 was converted
into 14,152,580 shares and the Company received additional payments of $250,000
of its Note Receivable. The Note Receivable is secured by all the assets of
Golden Gate. It should also be noted that the holder has the right to offset
unpaid principal amount against the note receivable as well as receive certain
compensatory fees in the event of a default.

Arrangement #2

In February 2008, the Company entered into a Convertible
Debenture transaction which involved the receipt of $500,000 cash, a note
payable of $550,000 and the issuance of 3,250,000 shares of stock valued at
$260,000. The relative fair value of the shares was $105,000. The terms of the
debenture provide for a 7.5% interest rate, a due date of February 2012 and
allow similar conversion privileges equal to 75% of the average of the three
lowest prices over a 20 day period. The derivative value of such security was
estimated to be $581,428 on the date of issuance. On June 30, 2008, this value
had decreased to $142,593 and on September 30,2008 such value was $129,195
creating a non-cash credit to earnings for the quarter ended of $13,398. The
cost of the shares issued and related debt discount is being amortized to
expense over the life of the debenture. In the event of default under the note
payable the holder is entitled to certain compensatory fees. During the three
month period ended Sept 30, 2008, amortization of debt discount amounted to
$36,738 reducing the balance to $465,345.

20

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Arrangement #3

In April, 2008, the Company received proceeds of $300,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $1,000,000 of funds; 2) Two
Convertible Debentures totaling $1,450,000, with a one time interest factor of
12% and a maturity date of March 25, 2011 and 3) A Secured Note Receivable in
the amount of $1.0 million, with a one time interest factor of 13.2 % and
maturity dates of March 25, 2012 due from the same parties who are the holders
of the Convertible Debentures.

Conversion of outstanding debentures into common shares is at
the option of the holder. The number of shares into which this debenture can be
converted is equal to the dollar amount of the debenture divided by 75%- 80% of
the 3 lowest Volume Weighted Average Prices during a 20 day trading period. At
the time of the transaction the derivative value of this security was calculated
to be $2,493,212. On June 30, 2008, given the decrease in the stock price, this
value had decreased to $284,922. On September 30, 2008, such value had increased
to $378,662 creating a non-cash charge to earnings over the year of $93,740. In
addition, the transaction resulted in a note discount which is being amortized
as expense over the life of the loan. Draws under the Note Receivable are not
anticipated until November 2008 and are collateralized by $1 million of Blue
Chip Stocks. In total 2 million shares were issued in connection with the
convertible debentures with a relative fair value of $160,000 included in debt
discount. During the three month period ended Sept 30, 2008, amortization of
debt discount amounted to $132,917 reducing the balance to $1,196,250.

Arrangement #4 (Related to parties in arrangement #1)

On Sept 11, 2008, the Company received proceeds of $200,000
under a Securities Purchase Agreement. This transaction involves three related
agreements: 1) A Securities Purchase Agreement which may under certain
circumstances permit the Company to draw up to $2,000,000 of funds; 2) A
Convertible Debenture totaling $2,000,000, with a interest rate of 71/4% and a
maturity date of September 30, 2011 and 3) A Secured Note Receivable in the
amount of $1,800,000, with a interest rate of 8 1/4% and maturity dates of
September 30,2011 due from the same parties who are the holders of the
Convertible Debentures. In addition, the holder of the debenture is related to
the holder in Arrangement #1.

Conversion of outstanding debentures into common shares is
similar to the terms of Arrangement #1. At the time of the transaction
(September 11, 2008) the derivative value of this security was calculated to be
$1,176,471. On September 30, 2008, given the changes in the stock price, this
value had decreased to $377,358 creating a non-cash credit to earnings for the
quarter ended September 30, 2008 of $799,113 . During the three month period
ended Sept 30, 2008, amortization of debt discount amounted to $32,680 reducing
the balance to $1,143,791.

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

|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.

REPORTS ON FORM 8K

None.

21

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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:
    November 14, 2008 | By:/s/
    Martin S. Smiley    
|                             | Martin
    S. Smiley           
|                             | Executive Vice President       
|                             | Chief
    Financial Officer and
|                             | General Counsel                



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