Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
DURANDO RONALD A
 2. Issuer Name and Ticker or Trading Symbol
MPHASE TECHNOLOGIES INC [XDSL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)

43 ALEXANDER AVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2007
(Street)


NUTLEY, NJ 07110		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/15/2007		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 05/27/2007   A4 2,000,000 A $ (3) 52,515,077 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option $ 0.21 08/24/2006   A4 1   08/24/2006 08/24/2011 Common Stock
1,400,000
(3) 22 (1)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DURANDO RONALD A
43 ALEXANDER AVE
NUTLEY, NJ 07110		   X   X   President and CEO  

Signatures

/s/ Ronald A. Durando 09/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Securities held by Janifast Ltd, a privately-held company owned by Mr. Durando. Janifast Ltd beneficially owns 18,527,778 shares of the 52,515,077 shares of the common stock attributable to Mr. Durando under the Beneficial Ownership Rules of the Securities Exchange Act of 1934, as amended. On April 17, 2007 Janifast Ltd. received 1,600,000 additional reparation shares of common stock of mPhase Technologies, Inc. to compensate for previous conversions of debt to equity on the same basis as investors in the then current private placement of common stock of mPhase Technologies, Inc. 3 Warrants of the 22 derivative securities beneficially owned by Mr. Durando are indirectly owned by Janifast Ltd.
(2) This form includes shares of mPhase Technologies, Inc. beneficially owned by Janifast Ltd. and attributable to Mr. Durando as the primary owner of Janifast Ltd. that were calculated incorrectly on the original Form 5 filing dated August 15, 2007.
(3) Performance Compensation approved by the Board of Directors

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