mPhase Technologies Inc.: Form 10-K/A - Prepared by TNT Filings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1
On

FORM 10-K/A

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
FOR THE YEAR ENDED JUNE 30, 2008

COMMISSION FILE NO. 000-24969

mPHASE TECHNOLOGIES, INC.
(Name of issuer in its charter)

NEW JERSEY 22-2287503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
   
587 CONNECTICUT AVE., NORWALK, CT 06854-1711
(Address of principal executive offices) (Zip Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, $.01 PAR VALUE
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.

YES x                    NO o

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to the Form 10-K.

As of September 23, 2008 there were approximately 527,000,000 shares of common stock, $01 par value, outstanding and the aggregate market price of shares held by non-affiliates was approximately $21,000,000 (Based upon a closing common stock price of $.04 on September 23, 2008 solely for the purpose of calculating the preceding amount, all directors and officers of the registrant are deemed to be affiliates.)


Explanatory Note

mPhase Technologies, Inc., a New Jersey corporation, is filing this Amendment No. 1 on our Form 10K/A solely for the purpose of correction of the Certifications required by Item 302 of Regulation SK of the Securities Act of 1933, as amended.

 


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: March 13, 2009 By: /s/ RONALD A. DURANDO
    Ronald A. Durando
    President, CEO

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Ronald A. Durando, Chief Executive Officer, Director March 13, 2009
Gustave T. Dotoli, Chief Operating Officer, Director March 13, 2009
Martin S. Smiley, Chief Financial Officer, Director March 13, 2009
Anthony Guerino, Director March 13, 2009
Abraham Biderman, Director March 13, 2009
Victor Lawrence, Director March 13, 2009