UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Amendment No. 1 
On

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTER ENDED December 31, 2008

COMMISSION FILE NO.

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 FEBRUARY 12, 2009 IS
637,923,540 SHARES, ALL OF ONE CLASS OF $.01 STATED VALUE COMMON STOCK.

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Explanatory Note

mPhase Technologies, Inc., a New
Jersey corporation, is filing this Amendment No. 1 on Form 10Q/A to our Form 10Q solely for
the purpose of correction of the Certifications required by Item 302 of
Regulation SK of the Securities Act of 1933, as amended and for the purposes of
correcting an omission appearing on page 6.





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

|                                                                                            |   | Shares      |  |   | $ .01 Stated
    Value |  |   | Treasury Stock |   |   | Additional Paid 
    in Capital |  |   | Accumulated Deficit |   |   | Total Shareholders (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                                                           |   | 88,033,300  |  | $ | 880,333                |  |   |                |   | $ | 570,562                         |  |   |                     |   | $ | 1,450,895                           |  
|Net Loss                                                                                    |   |             |  |   |                        |  |   |                |   |   |                                 |  | $ | (9,340,349          | ) | $ | (9,340,349                          | )
|Balance December 31, 2008                                                                   | $ | 598,040,300 |  | $ | 5,980,403              |  | $ | (7,973         | ) | $ | 170,944,191                     |  | $ | (181,608,689        | ) | $ | (4,692,068                          | )
|The accompanying notes are an integral part of these consolidated financial
    statements.

6

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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.

|Dated: March 13, 2009 | mPHASE TECHNOLOGIES,
    INC.
|--------------------- | -----------------------------
|                      |                              
|                      | By: /s/ Martin S. Smiley     
|                      | Martin S. Smiley             
|                      | Executive Vice President     
|                      | Chief Financial Officer and  
|                      | General Counsel              
|                      |                              
|                      |                              

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