By Order of the Board of Directors

Gustave T. Dotoli

Corporate Secretary

~~May 17, 2011~~

December 24, 2013

Whether or not you expect to be present at the meeting, PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY as promptly as possible in order to save us further solicitation expense. Shareholders of record attending the meeting may revoke their proxies at that time and personally vote all matters under consideration. There is an addressed envelope enclosed with the proxy for which no postage is required if mailed in the United States.

3

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before ~~June 8, 2011~~January 10, 2014 to facilitate timely delivery.

5

Annual Meeting of Shareholders

Victor Lawrence

Abraham Biderman

The Board of Directors has approved, and is recommending to the stockholders for approval at the ~~Special~~Annual Meeting, an amendment to our Amended Certificate of Incorporation to increase the number of authorized shares of common stock from ~~2,000,000,000~~6,000,000,000 to ~~6,000,000,000~~18,000,000,000 shares. The Board of Directors determined that this amendment is advisable and should be considered at the ~~Special~~Annual Meeting.

10

The Company had 12 separate convertible debt arrangements with independent investors that were in effect at various times during the Company has offered and sold convertible notes to JMJ Financial in the aggregate principal amount plus accrued interest of $10,270,000 through March 18, 2011. Such convertible notes provide cash funding to the Company of up to $9,500,600. Through March 18, 2011, approximately $6,272,000 of cash has been received by the Company, $5,861,150two fiscal years ended June 30, 2013, 3 of which ~~has been~~were still active as of December 3, 2013.

During the fiscal year ended June 30, 2012, $1,814,368 of debt was converted ~~by JMJ Financial~~ into ~~a substantial number of~~716,962,140 shares of common stock ~~without registration under~~by holders of Convertible Securities.

During the ~~Securities Act~~fiscal year ended June 30, 2013, $ 39,000 of ~~1933, as amended, or qualification under state securities laws. The Company believes that any sales~~debt including $1,500 accrued interest thereon was converted into 40,451,179 shares of common stock by ~~JMJ are in full compliance with Rule 144~~holders of Convertible Securities.

During the ~~Securities Act~~period from June 30, 2013 through December 3, 2013 $96,026 of ~~1933, as amended, and has obtained an opinion of outside counsel regarding such compliance.~~

Nevertheless, it is possible such compliance could be challenged in the future by either regulatory agencies or shareholders. In particular, questions regarding the economic risk of JMJ Financial with respect to the collateral required under the secured note delivered by JMJ Financial in payment of the purchase price for the Company's convertible note could be raised since the secured note contains a prepayment provision allowing JMJ to prepay such note, in full, by returning the convertible note. If a court of law determines that any offer or sale of common stock of the Company received in a conversion by JMJ Financial was not in compliance with Rule 144 then JMJ could be deemed to be an underwriter. The result would be that the Company would have been engaged in a primary offering of common stock through an underwriter in violation of the registration requirements of the Securities Act of 1933, as amended.

The Securities Act of 1933, as amended, requires that any claim for rescission be brought within one year of the violation. The time periods within which claims for rescission must be brought under state securities laws vary and may be two years or more from the date of the violation. At March 18, 2011, approximately 395 million shares of our outstanding common stock issued in respect of our convertible note transactions with JMJ Financial could be subject to rescission with a potential liability approximating $3.94 million,debt including ~~a liability of approximately $384,000 for interest at 10% per annum.~~

14

~~The following table illustrates the shares issuable at a range of prices from $.00432 , $.00540 and $.00648 for obligations the Company has outstanding as of March 18, 2011.~~

Potential Shares Issuable under Convertible Debt and Debenture Agreements Outstanding with the Company
as of March 18, 2011, Based upon the Actual (and 20% Changes in the) Market Price of the Company's Stock

Dollar Amounts of Funding Received and Dollar Amounts of Funding Currently Convertible Shares Issuable Shares Issuable under Present Agreements at the Following Prices:
Receivable under Convertible Agreements, & Convertible during Remainder of the Agreements under Convertible
Outstanding as of March 18, 2011 Outstanding as of March 18, 2011 Agreements as of Price Decline Actual Price Price Increase
(including Interest Receivable) (including Discounts & Interest Payable) March 18, 2011 Illustration-20% March 18, 2011 Illustration-20%
$ 0.00432 $ 0.00540 $ 0.00648
Amount of Funding Received through March 18, 2011 $ 2,593,600 Amount Convertible for Funding Received through March 18, 2011 $ 1,208,762 Shares Issuable for Amounts Funded as of March 18, 2011 372,881,790 298,305,432 248,587,860
Funding Receivable during Remainder of the OutstandingAgreements; (1),(2) $ 3,228,600 Convertible upon Funding during Remainder of theOutstanding Agreements; (1),(2) $ 3,535,255 Shares Issuable for Amounts to be Funded duringRemainder of the Agreements; (1),(2) 1,091,128,201 872,902,561 727,418,800
Total Amount of Funding under Outstanding ConvertibleAgreements if Funded in Full; (1),(2) $ 5,822,200 Total Amount Convertible under Outstanding ConvertibleAgreements if Funded in Full; (1),(2) $ 4,744,017 Total Shares Issuable under Outstanding ConvertibleAgreements if Funded in Full; (1),(2) 1,464,009,991 1,171,207,993 976,006,660

(1) Does not include funding receivable of $1,890,291 from, and convertible note payable of $1,884,175 to, La Jolla Cove Investors. The option to fund is not available to that holder when the Company’s stock is below $.04. Also does not include $250,000 each of funding receivable or $275,000 each of convertible notes payable to J. Fife under Arrangement #7 below in respect of the second and third convertible notes.

~~(2) Amount of total funding under outstanding convertible agreements may be limited by the availability of authorized shares of the Company’s common stock.~~

~~CONVERTIBLE DEBENTURES OUTSTANDING BETWEEN JULY 1, 2010 and MARCH 18, 2011~~

~~Arrangement #1 (LaJolla Cove Investors Inc,)~~

On September 11, 2008, the Company issued a 7.25% convertible debenture in the principal amount of $2,000,000 to La Jolla Cove Investors, Inc. Interest only was payable monthly with any unpaid principal plus accrued interest ~~payable at maturity on September 30, 2011. The Company received $200,000 in cash plus an 8.25% secured promissory note from the debenture holder in the principal amount of $1,800,000.~~

~~Conversion of outstanding debentures~~thereon was converted into common shares was previously at the option of the holder at a price equal to the dollar amount of the debenture divided by the lesser of $.35 per share or 80% of the three lowest volume weighted average prices during a 20 day trading period. The holder converted $190,000 of the principal amount of the convertible debenture into 21,714,285141,761,066 shares of common stock asby holders of ~~March 18, 2011.~~

~~If the price of the Company’s common stock was $.04 per share or greater prior~~Convertible Securities.

These transactions are intended to ~~maturity, the holder of the convertible debenture had the option to fund, under the terms of the secured promissory note, up~~provide liquidity and capital to the ~~remaining principal of $1,800,000~~Company and convert such amount into a maximum of approximately 56,250,000 or fewer shares of common stock at the price set forth in the preceding paragraph. The option to fund was not available to the holder at prices less than $.04, and the shares underlying the unfunded portion of this convertible debenture were accordingly deducted from the number of total shares issuable set forth in the table above in which all conversion prices shown are ~~less than $.04.~~

On March 16, 2011, the holder and the Company entered into a termination agreement whereby $1,800,000 of the principal of both the note receivable and the convertible debenture, plus $90,291 in accrued interest receivable and $84,175 in accrued interest payable was cancelled. Additionally in connection with the termination, the Company paid the holder $17,000 and assigned to a consultant engaged by the Company the unconverted portion of the convertible debenture in the amount of $10,000 which had been fully funded in cash and which remains outstanding at March 18, 2011. Based upon the price of the Company’s common stock on March 18, 2011 of $.0054 per share, the current holder could convert the remaining principal amount plus interest of this convertible note into approximately 2,314,815 shares of common stock.

15

summarized below.

1a.)

On September 30, 2009, the Company issued a 12% convertible note maturing on September 23, 2012 in the principal amount of $1,200,000 to JMJ Financial for a purchase price of $1,100,000. In payment of the purchase price for the convertible note, the Company initially received a 13.1% secured promissory note maturing on September 23, 2012 in the amount of $1,100,000, which outstanding principal amount was reduced immediately thereafter to $950,000 by receipt of a cash payment in the amount of $150,000. Conversion of outstanding principal into shares of common stock is at the option of the holder. The number of shares into which this note can be converted is equal to the dollar amount of the note divided by 75% of the lowest trade price during the 20 day trading period prior to conversion.

To date the Company has received a total of $1,244,100 of cash, representing the purchase price of $1,100,000 for the convertible note plus $144,000 of contract interest, in full and has issued 228,500,000 shares of common stock to the holder upon conversions of $1,305,750 of principal and interest through March 18, 2011. The remaining $41,250 due under the convertible note including interest to the holder may be converted by the holder into additional shares of common stock. Based upon the price of the Company’s common stock on March 18, 2011 of $.0054 per share, the holder could convert the remaining principal amount plus interest of this convertible note into approximately 10,185,185 shares of common stock.

~~Arrangement #4 (JMJ Financial, Inc.)~~

On November 17, 2009, the Company received a total of $186,000 of proceeds in connection with a new financing agreement with JMJ Financial. This transaction ~~consists~~consisted of the following: 1) a convertible note in the amount of $1,200,000 plus a one-time interest factor of 12% ($144,000) and a maturity date of September 23, 2012 and (2) a secured promissory note in the amount of $1,100,000 plus a one-time interest rate factor of 13.2% ($~~144,000)~~144,000 each) and a maturity date of September 23, 2012 due from the holder of the convertible note. Conversion of outstanding principal into shares of common stock is at the option of the holder. The number of shares into which this note can be converted is equal to the dollar amount of the note divided by 75% of the lowest trade price during the 20 day trading period prior to conversion.

16

To date the Company has received a total of ~~$439,500~~$639,500 in cash and has issued no322,187,500 shares of common stock to the holder upon ~~conversions.~~conversions of $325,440 of principle and $994,766 of conversion fees. The remaining ~~$804,500~~$604,600 of cash which was to be received from the holder ~~for the balance of the purchase price for the convertible note~~ plus accrued and unpaid interest iswas to be convertible into shares of common stock at the option of the holder. ~~Upon receipt,~~Advances under this agreement ceased in full, of cash by the Company equaling the purchase price of the convertible note plus interest or any portion thereof payable through maturity, the holder may convert such portion of the total amount of interest funded that would accrue to maturity into additional shares of common stock . April 2011.

Based upon the price of the Company’s common stock on ~~March 18,~~June 30, 2011 of ~~$.0054~~$.0073 per share the holder could convert the remaining principal amount plus interest of this convertible note into approximately ~~331,851,852~~222,142,857 shares of common ~~stock.~~

~~Arrangement #5 (JMJ~~stock at the full contract value; of which the derivative liability associated with this arrangement is calculated.

At June 1, this note was combined with arrangement #1 JMJ Financial, Inc. During the year ended June 30, 2011 the holder converted $33,750 of principal into 10,000,000 shares of common stock and amortization of debt discount amounted to $412,332, reducing the debt discount balance to $100,000. During the year ended June 30, 2012, the Company reduced the note payable and debt discount by $42,000 in proportion with the amount funded to the total original funding commitment and amortization of debt discount amounted to $27,067 reducing the balance to $30,933. Also during the year ended June 30, 2012, the Company had incurred $994,766 of conversion fees which together with $291,690 of principle was converted into 322,187,500 shares of common stock.

At June 30, 2012 this convertible note had $372,060 outstanding which was combined with arrangement #1 JMJ Financial, Inc.

The number of ~~cash by the Company equaling the purchase price of the~~shares into which this convertible note plus interest or any portion thereof payable through maturity, the holder may convert such portion of the total amount of interest funded that would accrue to maturity into additional shares of common stock.can be converted is equal under substantially same terms as 1a. Based upon the price of the Company’s common stock on ~~March 18,~~June 30, 2011 of ~~$.0054~~$.0073 per share the holder could convert the remaining principal amount plus interest of this convertible note into approximately ~~414,814,815~~285,714,286 shares of common stock.

~~Arrangement #6 (JMJ~~

The Company and the holder are presently negotiating potential amendments to this agreement, and funding and conversions have not occurred since April, 2011. For accounting purposes the note receivable has been fully reserved, and the liability is recorded, when netted against the debt discount and cumulative conversions, at the amount funded. Based upon the price of the Company’s common stock on June 30, 2011, the net liability of this note is convertible into approximately 38,095,238 shares of common stock. At the commitment date, the derivative value of the embedded conversion feature of such security was $542,714 and the debt discount was valued at $642,714. As of June 30, 2011, this value was calculated to be $607,994. During the year ended June 30, 2011, amortization of debt discount amounted to $418,552, reducing the balance to $100,000. During the fiscal year ended June 30, 2012, the Company reduced the note payable and debt discount by $79,000 in proportion with the amount funded to the total original funding commitment and amortization of debt discount amounted to $8,573 reducing the balance to $12,427.

As of June 30, 2012, this convertible note had $321,000 outstanding which was combined with arrangement #1 JMJ Financial, Inc.

1c.)

On April 5, 2010, the Company entered into a new financing agreement with JMJ Financial that consists of the following: 1) a convertible note issued by the Company in the principal amount of $1,200,000 plus a ~~one time~~one-time interest factor of 12% ($144,000) and a maturity date of December 15, 2012, and (2) a secured promissory note from the holder of the convertible note in the amount of $1,100,000 plus a ~~onetime~~one-time interest rate factor of 13.2% ($~~144,000)~~144,000 each) and a maturity date of December 15, 2012. Conversion of outstanding principal into shares of common stock is at the option of the holder. The number of shares into which this note can be converted is equal to the dollar amount of the note divided by 75% of the lowest trade price during the 20 day trading period prior to conversion.

17

To date the Company has received a total of $100,000 cash and has issued no shares of common stock to the holder upon conversions. The remaining $1,144,000 of cash to be received from the holder ~~for the balance of the purchase price for the convertible note~~ plus accrued and unpaid interest is convertible into shares of common stock at the option of the holder. ~~Upon receipt,~~Advances under this agreement ceased in ~~full,~~April 2011.

The number of ~~cash by the Company equaling the purchase price of the~~shares into which this convertible note plus interest or any portion thereof payable through maturity, the holder may convert such portion of the total amount of interest funded that would accrue to maturity into additional shares of common stock.can be converted is equal under substantially same terms as 1a. Based upon the price of the Company’s common stock on ~~March 18,~~June 30, 2011 of ~~$.0054~~$.0073 per share the holder could convert the remaining principal amount plus interest of this convertible note into approximately ~~331,851,852~~228,571,429 shares of common stock.

~~Arrangement #7 (J. Fife)~~

~~On March 3, 2010,~~

For accounting purposes the ~~Company entered into a new financing agreement with J. Fife that consists of three convertible notes issued by~~note receivable has been fully reserved, and the ~~Company,~~liability is recorded, when netted against the ~~first in the principal amount of $550,000, bearing interest at 7.5% per annum~~debt discount and ~~with a maturity date of one year from the date of issuance, with respect to which the Company received $495,000 after netting of $5,000 legal fees and $50,000 loan discount.~~

~~The second and third convertible notes, each in the principal amount of $275,000, each bearing interest~~cumulative conversions, at the ~~rate of 7.5%, and with maturity dates respectively of three and four years from the date of issuance were issued in exchange for two secured promissory notes issued by J. Fife in the~~ amount ~~of $250,000 each. These subsequent second and third convertible notes become executable upon the conversion or payment in full of the first note above.~~

Upon payment of all amounts owed under each of the secured promissory notes, the convertible notes are convertible into common stock of the Company at the option of the holder at a price equal to the dollar amount of the note being converted divided by 75% of the three lowest volume weighted average prices during the 20 day trading period immediately preceding the date of conversion.

On September 1, 2010 and September 16, 2010 the holder converted $75,000 and $90,000 of principal on the first convertible note into 8,086,253 and 9,847,285 shares respectively of common stock of the Company. On October 22, 2010, the Company entered into a Forbearance Agreement with J. Fife in which the lender agreed not to convert any additional amounts under the convertible notes until January 15, 2011 in exchange for increasing the original principal amount of those notes by 10%. On January 18, 2011, January 24, 2011 and March 18, 2011 the holder converted $65,000 and $64,008 and $31,600 of principal on the first convertible note into 9,923,664, 9,923,664 and 8,000,000 shares respectively of common stock of the Company.funded. Based upon the price of the Company’s common stock on ~~March 18,~~June 30, 2011, the net liability of ~~$.0054 per share, the holder could then convert the remaining principal amount plus interest of its funded~~this note is convertible ~~note, as adjusted under the terms of the Forbearance Agreement,~~ into approximately ~~80,189,474~~19,047,619 shares of common stock.

~~From~~ At the commitment date, the derivative value of the embedded conversion feature of such security was $421,891 and the debt discount was valued at $521,891. As of June 30, 2011, this value was calculated to be $486,795. During the year ended June 30, 2011, amortization of debt discount amounted to $378,761, reducing the balance to $ 100,000.

During the fiscal year ended June 30, 2012, the Company reduced the note payable and debt discount by $91,000 in proportion with the amount funded to the total original funding commitment and amortization of debt discount amounted to $3,674 reducing the balance to $5,326. As of June 30, 2012, this convertible note has $109,000 outstanding, which when combined with arrangements 1a.) and 1b.) totaled $802,060, which the Company entered into an amended agreement on June 1, 2012 whereby the Company agreed to make payments of principle and interest of $37,018 per month commencing October 1, 2012 through September 1, 2014 at 8% interest and so long as the payments are not in default then no conversions into the Company’s common stock would be available to the holder.

As of June 30, 2012 and June 30, 2013, the combined arrangements with JMJ in this note would be convertible into 200,515,000 and 219,050,990 at the conversion floor price of $.004; and only so if the Company does not make the scheduled payments pursuant to the June 1, 2012 amended agreement.

The Company has not made any payments of the $37,018 installment payments commencing October 1, and the holder has continued to accrue interest on the outstanding balance.

As of September 30, 2013 and December ~~31, 2007 through March 18,~~3, 2013, the combined arrangements with JMJ in this note would be convertible into 203,100,550 and 226,655,865 respectively at the conversion floor price of $.004; and only so if the Company receives a demand from the note-holder which could cause the company to incur conversion charges; the company estimates it can settle this combined amended note together with accrued interest at the December 3, 2013 price of the Company’s common stock of $.0017, without incurring incremental conversion charges, into approximately 711,077,224 shares of common stock.

On September 13, 2011, the Company ~~has raised $9,106,000~~issued a second Convertible Note to John Fife founder and president of St. George Investments, in a Private Placement pursuant to Section 4(2) of the Securities Act of 1933. The initial principal amount of the first funded tranche of the Convertible Note was $357,500 and the Company received cash proceeds ~~from convertible debenture~~of $300,000.

A second tranche of the Convertible Note in the amount of $200,000 cash is funded upon the filing by the Company of a Registration Statement on Form S-1 with the Securities and ~~convertible note arrangements along with $617,500~~Exchange Commission providing for the registration of ~~interest income thereon for a total of $9,723,500, and it has issued 810,160,786~~185,400,000 shares of common stock ~~valued~~that may be converted into from time to time by the holder of the Convertible Note.

The instrument is convertible into the Company’s common stock at 75% of the volume weight average price of the stock based upon the average of the three lowest trading days in the 20 day trading period immediately preceding such conversion. Absent an ~~aggregate amount~~effective Registration Statement, the holder of ~~$9,375,964~~the Convertible Note may not sell any common stock prior to 6 months from the date of funding of each of the respective tranches of such instrument under Rule 144 of the Securities Act of 1933.

All proceeds received in connection with the above financing have been used by the Company as working capital.

At the time of the transaction, the embedded conversion feature of ~~debenture~~this security and the warrant was calculated to be $137,481 and the loan discount totaled $194,981 for the initial tranche and the embedded conversion feature of this security and the warrant for a second tranche of the Convertible Note was calculated to be $46,379. On June 30, 2012, given the changes in the Company’s stock price during the 20 day look-back period for June 30, 2012 and conversions during the period this estimated liability had increased from $183,860 to $771,079, an increase this period of $587,219, creating a non-cash charge to earnings for the twelve months ended June 30, 2012 of that amount.

During the twelve month period ended June 30, 2012 amortization of debt discount amounted to $185,456 reducing the combined balance to $55,903. On June 30, 2013, given the changes in the Company’s stock price during the 20 day look-back period for June 30, 2013, this estimated liability had decreased to $138,696, a decrease this period of $689,007, creating a non-cash credit to earnings for the year ended June 30, 2013 of that amount. During the year ended June 30, 2013, amortization of debt discount amounted to $55,903, reducing the combined balance to $0.

The company entered into an amended agreement on June 1, 2012, when principle of $557,500 accrued interest of $66,338 and $95,611 of contractual charges totaled $719,449; with this note holder whereby the Company agreed to make payments of principle and interest of $33,238 per month commencing October 1, 2012 through September 1, 2014 at 8% interest and so long as the payments are not in default then no conversions into the Company’s common stock would be available to the holder. As of September 30, 2012 this note would be convertible into 789,645,351 shares of common stock at the original terms. The Company has not made any payments of the $33,238 installment payments commencing October 1, and the holder has continued to accrue interest on the outstanding balance (see note 4). On November 20, 2012, mPhase Technologies, Inc. (the “Company”) formally received an Event of Default and Redemption Notice dated November 16, 2012 with respect to an 8% Convertible Note dated September 13, 2011 issued by the Company to St. George Investments LLC and assigned to John Fife. The notice included alleged defaults with respect to payments owed by the Company under the Convertible Note and the failure to convert the Note into shares of the Company’s common stock. The alleged amount owed according to the notice is approximately $902,279. The Company believes it has affirmative defenses to the actions of the holder of the Convertible Note as well as counterclaims against the Holder. As of June 30, 2013 and September 30, 2013, this note would be convertible into 700,806,707 and 1,224,139,360 shares of common stock at the original terms. As of December 3, 2013, this note would be convertible into approximately $98,574,816 shares of common stock at the original terms.

On July 2, 2013, the Company issued to Asher Enterprises, Inc. a Convertible Note in a Private Placement pursuant to Section 4(2) of the Securities Act of 1933 and received $37,500 in gross proceeds, net of $2,500 closing fees. The instrument is in the principal amount of $37,500 and matures on March 28, 2014. Interest only is payable at the rate of 8% per annum by the Company to the holder until maturity. The instrument is convertible into the Company’s common stock at 60% of the volume weight average price of the stock based upon the average of the three lowest trading days in the 10 day trading period immediately preceding such conversion. All proceeds received in connection with the above financing have been used by the Company as working capital.

During fiscal year ended June 30, ~~2008,~~2011, the Company issued ~~24,600,000~~67,500,000 shares of common stock in private placements raising ~~$1,144,247. In addition the Company issued warrants in connection with~~$265,500 on net proceeds. The aggregates fees for such ~~private~~ placements ~~convertible into 500,000 shares of common stock.~~

were $29,500.

During fiscal year ended June 30, ~~2009,~~2012, the Company issued ~~72,333,334~~170,000,000 shares of common stock in private placements raising ~~$720,000.~~

$127,000 of net proceeds. The aggregate fees for such placements were $13,000.

During fiscal year ended June 30, ~~2010,~~2013, the Company issued ~~30,666,667~~1,322,250,000 shares of common stock in private placements raising ~~$225,000.~~

$579,000, that included $92,000 of reparations. The aggregate fees for such placements were $28,500.

During the ~~six~~three months ended ~~December 31, 2010,~~September 30, 2013, the Company issued ~~25,000,000~~215,000,000 shares of its common stock in private placements raising gross proceeds of ~~$125,000~~$86,000 and paying a finder’s fee in the amount of ~~$12,500.~~

$0.

During the period from October 1, 2013 to December 3, 2013, the Company issued 572,500,000 shares of common stock in private placements raising $219,500 of net proceeds. The aggregate fees of such placements were $9,500.

The proceeds were used by the Company as working capital.

Reparation shares of common stock are shares issued to a shareholder of the Company that ~~occurred during~~has made a prior investment in order to induce such shareholder to make an additional investment in the Company.

During fiscal year ended June 30, 2013, the Company issued $92,000 of reparation shares to one accredited investor. During fiscal years ended June 30, ~~2008, June 30, 2009,~~2012 and June 30, ~~2010,~~2011, the Company ~~has, as indicated in its Form 10-K and Form 10-Q filings,~~ issued no reparation shares to induce prior investors from earlier offerings to invest in additional shares of common stock of the Company. The Company has, in three of the past ten years prior to the fiscal year commencing on July 1, 2007, also issued reparation shares in order to induce prior investors in equity private placements of common stock of the Company to make an investment in a new private placement. This was necessary because the price of the Company’s common stock has generally declined over the course of the past ten years and the Company engaged exclusively in private placements of equity prior to December of 2007. The aggregate number of reparation shares the Company has issued to date is 77,106,987, which includes 52,521,246 shares issued in years prior to our fiscal year ended June 30, 2008 and 24,385,741 shares issued since that date.

~~None of the investors that have been issued reparation shares in the fiscal years ended June 30, 2008, June 30, 2009 and June 30, 2010 or for~~shares. During the period from July 1, ~~2010~~2013 through ~~the date hereof are “related persons” as defined in Item 404 of Regulation S-K.~~

~~During the fiscal year ended June 30, 2008,~~December 3, 2013 the Company issued ~~3,163,741~~no reparation shares valued at $230,923 to four investors unrelated to the Company that made new investments totaling $259,500 for the issuance of an aggregate of 3,550,000 additional restricted shares of common stock of the Company. The reparation shares were adjustments to private placements in which the four investors had made investments of an aggregate of $1,469,723 in previous fiscal years for the issuance of 10,859,412 restricted shares of common stock of the Company.

On April 1, 2008, the Company amended the terms of two warrants issued by the Company on December 12, 2006, to purchase 11,111,112 shares of the Company's common stock and also issued the warrant-holder a new replacement warrant at a fixed price of $.14 per share to purchase up to 11,111,112 shares of common stock that can be exercised at any time through April 1, 2013. The amendment revised the exercise prices of the two warrants previously issued by the Company. The increase in value of the amended warrants was estimated to be $161,111. This was recorded as reparation expense in respect of the unrelated warrant-holder who had made an investment of $722,222 for the issuance of 11,111,112 restricted shares of common stock of the Company upon the exercise of the revised warrants. Previously, on December 12, 2006, the warrant-holder made an investment of $750,000 for the issuance of 5,555,556 restricted shares of common stock of the Company and the two warrants which were amended. As a result of the reparation shares valued at $230,923 and the change in value of the amended warrants estimated to be $161,111, the Company recorded reparation expense of $392,034 for the fiscal year ended June 30, 2008. (Further details in respect of this investor are provided in the table below regarding reparation expense for the fiscal year ended June 30, 2008.)

19

During the fiscal year ended June 30, 2009, the Company issued 16,522,000 reparation shares valued at $380,172 to three investors unrelated to the Company that made new investments of $400,000 for the issuance of 24,000,000 additional restricted shares of common stock of the Company. The reparation shares were adjustments to private placements in which the three investors had made investments of an aggregate of $1,770,000 in previous fiscal years for the issuance of 15,232,500 restricted shares of common stock of the Company. Additionally, on each of April 15, 2009, May 15, 2009, and June 15, 2009, the Company issued 1,000,000, 1,000,000 and 1,000,000 reparation shares valued at an aggregate of $52,000 to a fourth unrelated investor to extend three short term notes that would otherwise have come due. Previously, during the fiscal years ended June 30, 2007 and 2008, the holder of these notes had made investments of $1,126,723 for the issuance of 13,000,000 restricted shares of common stock of the Company. As a result of the issuance of the reparation shares valued at $380,172 to the three investors that made new investments and the reparation shares valued at $52,000 to extend the three short term notes, the Company recorded reparation expense of $432,172 for the fiscal year ended June 30, 2009. (Further details in respect of each investor are provided in the table below regarding reparation expense for the fiscal year ended June 30, 2009.)

During the fiscal year ended June 30, 2010 the Company issued 1,700,000 reparation shares in November 2009 and recorded reparation expense of $35,530, the value of the shares on the issuance date, to a single unrelated investor. The reparation shares were an adjustment to a private placement in which this investor had made an investment of $100,000 on May 29, 2008 of fiscal year ended June 30, 2008 for an original issuance of 2,000,000 restricted shares of common stock of the Company at $.05 per share.

In prior years, reparation shares had been issued to Janifast, Ltd. and Microphase Corporation, which are “related persons” as defined in Item 404 of Regulation S-K. Mr. Durando, President and CEO of the Company, owns a controlling interest and is a director and President of Janifast Limited. Mr. Durando and Mr. Dotoli are officers of Microphase Corporation. Mr. Dotoli was also a shareholder of Janifast Limited prior to its discontinuing operations in March of 2009. Mr. Ergul owns a controlling interest and is a director of Microphase Corporation and a director and shareholder of Janifast Limited. Microphase Corporation is a significant shareholder of the Company. Janifast Limited had been a significant shareholder of the Company until September 19, 2009, when it transferred to Mr. Durando 11,735,584 shares, representing all the shares of the Company held by Janifast, in consideration of the cancellation of $181,901.57 in partial loan obligations to Mr. Durando in connection with the plan of its liquidation, which amount was derived based on a conversion price of $.0155 per share, the closing price of the Company's common stock on that date.

During the fiscal year ended June 30, 2007, Janifast Ltd. was issued 769,231 shares valued at $138,462 for reparations of an investment of $171,000 for 950,000 shares made in fiscal year ended June 30, 2006, upon a new investment made by conversion of accounts payable concurrently with and based on substantially the same terms as private placements with unrelated accredited investors. During the fiscal year ended June 30, 2006, the Company issued 3,931,382 shares valued at $728,434 to Janifast Ltd and 4,504,542 shares valued at $834,633 to Microphase Corporations for reparations of investments made in prior years upon a new investment made by conversion of accounts payable concurrently with and based on substantially the same terms as private placements with unrelated accredited investors. In each instance, those prior investments were likewise effected by way of conversion of accounts payable concurrently with and upon terms comparable to private placements with unrelated accredited investors. Those prior investments were as follows: for fiscal year ended June 30, 2005, the Company issued 1,000,000 shares to Janifast Ltd valued at $200,000 and 1,250,000 shares to Microphase valued at $250,000; for the fiscal year ended June 30, 2003, the Company issued to Janifast Ltd 1,500,000 shares valued at $360,000 and the Company issued to Microphase Corporation 4,033,333 shares valued at $920,000; for the fiscal year ended June 30, 2002, the Company issued to Janifast Ltd. 3,450,000 shares valued at $720,000 and 2,700,000 shares to Microphase Corporation valued at $740,000; and for the fiscal year ended June 30, 2001, the Company issued to Janifast Ltd. 2,400,000 shares valued at $1,200,000 and issued to Microphase Corporation 1,278,000 shares valued at $639,000.

20

~~Details of reparation expense incurred in prior years with related parties is as follows:~~

~~mPhase Corporation Summary of Reparations Issued to Janifast, Ltd. And Microphase~~
~~Corporation, Related Parties as Defined in Item 404 of Regulation S-K~~

Related Party Fiscal year New Investment Prior Investment(s) Common Stock Issued
for Reparations Total Reparations
Expense to Related Parties
Date Amount Shares Date Amount Shares Date Value Shares
FYE 6-07

Janifast, Ltd. June 30, 2007 3/31/2007 $ 108,000 830,769 12/31/2005 $ 171,000 950,000 3/31/2007 $ 138,462 769,231 FYE 6-07 $ 138,462

Sub-total Related Parties FYE June 30, 2007 $ 108,000 830,769 $ 171,000 950,000 $ 138,462 769,231 $ 138,462

FYE 6-06

Janifast, Ltd. June 30, 2006 12/31/2005 $ 171,000 950,000 12/31/2004 $ 200,000 1,000,000 12/31/2005 $ 728,434 3,931,382 FYE 6-06 $ 728,434
9/16/2002 $ 360,000 1,500,000
6/26/2002 $ 360,000 2,250,000
12/28/2001 $ 360,000 1,200,000
6/25/2001 $ 1,200,000 2,400,000

Sub-total Janifast, ltd FYE June 30, 2006 $ 171,000 950,000 $ 2,480,000 8,350,000 $ 728,434 3,931,382 $ 728,434

Microphase Corporation June 30, 2006 12/31/2005 $ 369,000 2,050,000 12/31/2004 $ 250,000 1,500,000 12/31/2005 $ 834,633 4,504,542 FYE 6-06 $ 834,633
3/31/2003 $ 300,000 1,000,000
9/16/2002 $ 620,000 3,033,333
6/26/2002 $ 80,000 500,000
12/28/2001 $ 600,000 2,000,000
12/19/2001 $ 60,000 200,000
6/25/2001 $ 639,000 1,278,000

Sub-total Microphase Corp. FYE June 30, 2006 $ 369,000 2,050,000 $ 2,549,000 9,511,333 $ 834,633 4,504,542 $ 834,633

Sub-total Related Parties FYE June 30, 2006 $ 540,000 3,000,000 $ 5,029,000 17,861,333 $ 1,563,067 8,435,924 $ 1,563,067

Total Reparation Information for
Related Parties From Inception To Date $ 648,000 3,830,769 $ 5,200,000 18,811,333 $ 1,701,529 9,205,155 $ 1,701,529

The reparations issued to related parties described in the above table were made for additional investments in the form of conversion of trade payables concurrent with and made on the same terms as private placements of equity with accredited investors.

The Company had no contractual or legal obligation to issue shares for reparations and determined the issuance of each on a case by case basis as negotiated with its investor. As of the date hereof, there are no current agreements for the issuance of any additional reparation shares. The Company is unable to predict whether conditions in the financial markets in the future may require it to issue additional reparation shares in order to attract monies in future private placements of its common stock.

The determination of the quantity of reparation shares for the corrective issuance of each reparation for selected prior investments in private placements of the Company’s common stock was negotiated with each accredited investor at the time the subsequent new investment was made. This quantity was based on several factors including: (i) the market value of the Company’s common stock at the time of the prior investment in relation to the market value at the date of the new investment; (ii) the dollar amount of the prior investment in relation to the dollar amount of the new investment; and (iii) the current terms of private placements of common stock being offered by the Company to other accredited investors. All reparation costs were valued as of the date of the new investment. In no case did the corrective issuance exceed the reduction in the market value of the prior issuance.

~~Details of reparation expenses for the last three fiscal years are as follows:~~

~~For the fiscal year ended June 30, 2008~~

ADDITIONAL NEW COMMON TOTAL
NEW common stock issued for PRIOR SHARES SUBJECT TO ISSUANCE REPARATION
INVESTMENT FYE 6-30-08 REPARATIONS FYE 6-30-08 INVESTMENT UNDER REPLACEMENT EXPENSE
DATE SHARES AMOUNT �� SHARES VALUE DATE(S) SHARES AMOUNT WARRANT(S) VALUE FYE 6-30-08

INVESTOR 1 9/30/2007 1,000,000 $ 100,000 1,349,842 $ 146,204 fye 6-30-06 & fye 6-30-07,as follows: 6,038,021 $ 1,026,723 - $ - $ 146,204
a) 1-19-2006 3,000,000 $ 600,000
b) 8-24-2006 2,268,790 $ 326,723
c) 5-28-2007 769,231 100,000
INVESTOR 2 9/30/2007 - $ 50,000 444,444 $ 22,222 fye 6-30-07 as follows 769,231 $ 100,000 - $ - $ 22,222
a) 5-25-2007 769,231 $ 100,000
INVESTOR 3 12/31/2007 350,000 $ 24,500 792,857 $ 30,778 fye 6-30-07 as follows : 275,000 $ 55,000 - $ - $ 30,778
a) 11-30-2006 275,000 $ 55,000
INVESTOR 4 4/8/2008 1,700,000 $ 85,000 576,598 $ 31,719 fye 6-30-06 & fye 6-30-07,as follows: 2,153,846 $ 385,000 - $ - $ 31,719
a) 1-20-2006 1,500,000 $ 300,000
b) 5-15-2007 653,846 $ 85,000
INVESTOR 5 4/1/2008 11,111,112 $ 722,222 - $ - fye 6-30-07 as follows: 5,555,556 $ 750,000 11,111,112 $ 161,111 $ 161,111
a)12-12-2006 5,555,556 $ 750,000
TOTALS *** 14,661,112 $ 981,722** 3,163,741 $ 230,923 14,791,654 $ 2,316,723 11,111,112* $ 161,111* $ 392,034

*** The date indicated was the execution and funding date of the new investment and the date the corresponding reparation shares or warrant(s) were issued.

** Proceeds received in cash and included in our statements of shareholders equity as proceeds of current year private placements and exercise of warrants.

* Issued as an inducement to an existing warrant-holder to make an investment of $722,222 based upon the exercise of previously issued warrants, as modified. Reparation costs associated with this warrant were measured at the difference between the original value of the warrants and the value of the warrant after modification, based upon the Black-Scholes model.

21

The warrant-holder exercised its right to purchase 11,111,112 shares of the Company's common stock under two previously issued warrants, at a price revised from each of the original prices in each of the two warrants. The previously outstanding warrants were fixed price warrants, each to purchase up to 555,555,556 shares of the Company's common stock at an exercise price of $.15 and $.18, respectively, through December 12, 2011. The revised prices of $.062 and $.067 per share, or approximately $.065 for all shares from both warrants, was based on 50% of the share price of the Company's common stock on March 28, 2009. As a condition to the re-pricing of the strike price of the warrants the warrant-holder was required to exercise such warrants by April 1, 2008 and the Company issued the warrant-holder a new replacement warrant at a fixed price of $.14 per share for 11,111,112 shares of common stock that can be exercised at any time through April 1, 2013.

~~For the fiscal year ended June 30, 2009~~

ADDITIONAL NEW COMMON TOTAL
NEW common stock issued for PRIOR SHARES SUBJECT TO ISSUANCE REPARATION
INVESTMENT FYE 6-30-09 REPARATIONS FYE 6-30-09 INVESTMENT (s) UNDER REPLACEMENT EXPENSE
DATE SHARES AMOUNT SHARES AMOUNT DATE(S) SHARES AMOUNT WARRANT(S) VALUE FYE 6-30-09

INVESTOR 1 9/30/2008 4,000,000 $ 200,000 3,862,000 $ 216,689 fye 6-30-07, as follows : 6,232,500 $ 1,000,000 - $ - $ 216,689
a) 11-10-2006 2,732,500 $ 475,000
b) 12-28-2006 1,500,000 $ 225,000
c) 2-08-2007 2,000,000 $ 300,000
INVESTOR 2 3/25/2009 15,000,000 $ 150,000 7,660,000 $ 99,483 fye 6-30-08 , as follows: 4,000,000 $ 200,000 - $ - $ 99,483
a) 4-08-2008 4,000,000 200,000
INVESTOR 3* 4/15/2009 - $ - 1,000,000 $ 12,000 fye 6-30-08 & fye 6-30-07,as follows: 13,000,000 $ 1,126,723 - $ - $ 12,000
a) 2-26-2007 4,000,000 $ 576,723
b) 10-31-2007 1,000,000 $ 100,000
c) 4-04-2008 8,000,000 $ 400,000
INVESTOR 3* 5/15/2009 - $ - 1,000,000 $ 20,000 $ - - $ - $ 20,000
INVESTOR 3* 6/15/2009 - $ - 1,000,000 $ 20,000 $ - - $ - $ 20,000
INVESTOR 4 6/29/2009 5,000,000 $ 50,000 5,000,000 $ 64,000 fye 6-30-08, as follows 5,000,000 $ 250,000 - $ - $ 64,000
a) 4-04-2008 5,000,000 $ 250,000 $ - $ -
TOTALS *** 24,000,000 $ 400,000** 19,522,000 $ 432,172 28,232,500 $ 2,576,723 - $ 432,172 $ 432,172

*** The date indicated was the execution and funding date of the new investment and the date the corresponding reparation shares or warrant(s) were issued.

** Proceeds received in cash and included in our statements of shareholders equity as proceeds of current year private placements.

* Investor reparation of prior investments to extend a current loan. The loan bore an interest rate of 12% and was originally due on April 15, 2009. The loan was extended until April 15, 2010 and as of October 12, 2010, no amounts remained outstanding on this loan

As previously noted, during the fiscal year ended June 30, 2010 the Company issued 1,700,000 reparation shares in November 2009 and recorded reparation expense of $35,530, the value of the shares on the issuance date, to a single unrelated investor. The reparation shares were an adjustment to a private placement in which this investor had made an investment of $100,000 on May 29, 2008 of fiscal year ended June 30, 2008 for an original issuance of 2,000,000 restricted shares of common stock of the Company at $.05 per share.

22

Any issuance of additional shares of common stock could reduce the current shareholders' proportionate interests in the Company, depending on the number of shares issued and the purpose, terms and conditions of the issuance. Moreover, the issuance of additional shares of common stock could discourage attempts to acquire control of the Company by tender offer or other means. In such a case, shareholders might be deprived of benefits that could result from such an attempt, such as realization of a premium over the market price of their shares in a tender offer or the temporary increase in market price that could result from such an attempt. Also, the issuance of stock to persons supportive of the Board of Directors could make it more difficult to remove incumbent management and directors from office. Although the Board of Directors intends to issue common stock only when it considers such issuance to be in the best interest of the Company, the issuance of additional shares of common stock may have, among others, a dilutive effect on earnings per share of common stock and on the equity and voting rights of holders of shares of common stock. The Board of Directors believes, however, that the benefits of providing the flexibility to issue shares without delay for any business purpose outweigh any such possible disadvantages.

Ownership of shares of common stock entitles each shareholder to one vote per share of common stock. Holders of shares of common stock do not have preemptive rights to subscribe to additional securities that may be issued by the Company, which means that current shareholders do not have a prior right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership. Shareholders wishing to maintain their interest, however, may be able to do so through normal market purchases.

The increase in the authorized common stock will be implemented by effecting an amendment to the Company’s Amended Certificate of Incorporation, replacing the current Article 4 with a new Article 4 that states as follows:

“The aggregate number of shares of common stock which the Corporation shall have authority to issue ~~is 6,000,000,000~~is18,000,000,000 shares, par value ~~$.01~~$.001 per share.”

Assuming the increase in authorized common stock is approved by the shareholders at the ~~Special~~Annual Meeting, an amendment to the Company’s Amended Certificate of Incorporation will be filed with the Secretary of State of the State of New Jersey, and the increase in authorized common stock will become effective as of 5:00 p.m. Eastern Time on the date of such filing. The Company expects that such filing will take place on or shortly after the date the ~~Special~~Annual Meeting is held. The increase in authorized common stock may be abandoned by the Board of Directors at any time before or after the Special Meeting.

23

The Company is furnishing the following information ~~including certain information that would have been contained in a proxy~~ for anthis Annual Meeting of Shareholders for the fiscal ~~years~~year ended June 30, ~~2008 and June 30, 2009 had such meetings in which an election of directors would normally occur been held in a timely manner shortly after the end of each fiscal year.~~2013. Such information is being provided to shareholders to enable shareholders to evaluate management’s direct interest in the Company and compensation in common stock, which information shareholders may find relevant in determining whether to vote for an increase in the Company’s authorized shares of common stock from 26 billion to 618 billion shares.

Our executive officers, directors and other significant employees and their ages and positions as of June 30, ~~2010~~2013 are as follows:

The following table sets forth, for the fiscal year ended June 30, ~~2010~~2013 and the three previous fiscal years, the compensation earned by mPhase's chief executive officer and the other executive officers whose compensation was greater than $100,000 for services rendered in all capacities to the Company.

26

~~SUMMARY EXECUTIVE COMPENSATION~~

NAME & NON-
PRINCIPAL STOCK OPTION EQUITY PENSION
POSITION YEAR SALARY BONUS AWARDS AWARDS INCENTIVE VALUE OTHER TOTAL
RonaldDurando
President 2010 $ 200,000 $ 0 $ 0 $ 0 N/A N/A $ 56,483 ⁽⁴⁾ $ 256,486
Chief 2009 $ 275,718 $ 0 $ 1,541,700 ⁽⁵⁾ $ 1,944,912 ⁽⁶⁾ N/A N/A $ 61,473 ⁽⁴⁾ $ 3,823,803
Executive 2008 $ 393,600 $ 0 $ 0 $ 0 N/A N/A $ 19,490 ⁽⁴⁾ $ 413,090
Officer 2007 $ 393,600 $ 0 $ 860,000 ⁽⁵⁾ $ 196,000 ⁽⁶⁾ N/A N/A $ 7,500 ⁽¹⁾ $ 1,457,100
GustaveDotoli 2010 $ 180,000 $ 0 $ 0 $ 0 N/A N/A $ 39,375 ⁽⁴⁾ $ 219,375
Chief 2009 $ 229,000 $ 0 $ 913,600 ⁽⁵⁾ $ 1,166,947 ⁽⁶⁾ N/A N/A $ 62,514 ⁽⁴⁾ $ 2,372,061
Operating 2008 $ 282,000 $ 0 $ 0 $ 0 N/A N/A $ 4,156 ⁽⁴⁾ $ 286,156
Officer 2007 $ 282,000 $ 0 $ 450,000 ⁽⁵⁾ $ 126,000 ⁽⁶⁾ N/A N/A $ 7,538 ⁽²⁾ $ 865,538
MartinSmiley
Executive
V.President 2010 $ 175,000 $ 0 $ 0 $ 0 N/A N/A $ 24,536 ⁽⁴⁾ $ 199,536
CFO and 2009 $ 182,292 $ 0 $ 571,000 ⁽⁵⁾ $ 700,168 ⁽⁶⁾ N/A N/A $ 21,048 ⁽⁴⁾ $ 1,474,508
General 2008 $ 200,000 $ 0 $ 0 $ 0 N/A N/A $ 18,752 ⁽⁴⁾ $ 218,752
Counsel 2007 $ 200,000 $ 0 $ 262,500 ⁽⁵⁾ $ 56,000 ⁽⁶⁾ N/A N/A $ 8,550 ⁽³⁾ $ 527,050

~~Footnotes~~

~~(1) Consists~~

During the period commencing July 1,2013 through December 3, 2013 the Company accrued for each of ~~directors fees~~Messrs. Durando, Dotoli and Smiley salary of ~~$7,500 in 2007 plus interest~~$80,000 per annum none of ~~$38 in 2007 on loan~~which has been paid by the Company to such persons owing to the ~~Company.~~

~~(3) Consists of directors fees of $3,750 plus $4,800 interest on loans to the Company.~~

~~(4) Interest on loans to the Company.~~

(5) Share grants are valued at the share price on the date the grant was authorized by the board of directors. The shares under the 2009 grant to officers are restricted from resale through August, 2010.

~~(6) The fair value of options granted in fiscal years ended June 30, 2007 and 2009 was estimated as~~overall financial condition of the ~~date of grant using~~Company. Messrs. Durando, Dotoli and Smiley have accrued and unpaid salaries totaling approximately $109,000,$ 109,000 and 88,750 respective covering the Black-Scholes stock option pricing model, based on the following weighted average assumptions: annual expected return of 0%, an average life of 5 years, annual volatility of 71% and 80.3% and a risk-free interest rate of 2.25% and 3.0% in the years 2007 and 2009 respectively.

27

period from April 1, 2012 through December 3, 2013

During fiscal years ended June 30, ~~2010~~2013 and June 30, ~~2009,~~2012, mPhase did not compensate any directors with cash stipends. During the fiscal year ended June 30, ~~2010~~2013 and June 30, 2012, directors did not receive any stock options or stock grants. During the fiscal year ended June 30, 2009, inside directors were compensated for services both as officers and directors with stock options and stock grants. The Company did award Messrs. Durando, Dotoli, Smiley, Biderman, Guerino, and Lawrence five year stock options at an exercise price of $.05 each on September 2, 2008, none of which have been exercised through this date.

None

The members of the Compensation Committee are Messrs. Biderman, Dotoli and ~~Guerino.~~Lawrence. Neither ~~Messr.~~Messrs. Biderman nor ~~Guerino~~Lawrence has been an officer or employee of mPhase. None of the Company's directors or executive officers served as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of such committee, the entire Board of Directors) of another entity during fiscal year ~~2008, 2009,~~20011, 2012, or ~~2010~~2013 that has a director or executive officer serving also as a director on mPhase's Board of Directors. ~~Mr. Dotoli, together with Mr. Durando and Mr. Ergul, were collectively controlling shareholders and directors of Janifast Ltd. In March of 2009, Janifast Ltd. terminated operations.~~

32

As indicated above, our Compensation Committee consists of Messrs. Dotoli, Biderman and ~~Guerino.~~Lawrence. The committee determines all compensation paid or awarded to our executive officers and approves our overall compensation policies.

The committee's goals are to attract and retain an executive management team that is capable of taking full advantage of our opportunities, and to provide incentives for outstanding performance. In arriving at an initial compensation offer to an individual, the committee considers determinants of the individual's market value, including experience, education, accomplishments and reputation, as well as the level of responsibility to be assumed, in relation to the market value of such qualifications and industry standards. When determining subsequent adjustments to an individual's compensation package, the committee also evaluates the importance to stockholders of that person's continued service. This is a judgment process, exercised by the committee with the advice of our management and a compensation consultant.

The executive officers' compensation structure consists of: (i) base salary, (ii) cash bonus and (iii) stock options.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and to provide us with copies of such reports. mPhase has reviewed the report copies filed in 2010 and, based also on written representations from its directors and executive officers, the Company believes that there was compliance with Section 16(a) filing requirements for ~~2010.~~

2013.

Material Related Party Transactions

The Company has material related party transactions. The Company incurs costs for engineering, design and production of prototypes and certain administrative functions from Microphase Corporation. Mr. Durando and Mr. Dotoli are officers of Microphase Corporation. Mr. Ergul and Mr. Durando collectively own a nearly 90% controlling interest of Microphase Corporation and each is a director of Microphase Corporation. Microphase Corporation is a significant shareholder of mPhase.

Management believes the amounts charged to the Company by Microphase are commensurate with amounts that would be incurred if outside parties were used. The Company believes Microphase has the ability to fulfill its obligations to the Company without further support from the Company.

Transactions with Officers, Directors and their Affiliates

(*) Share grants are valued at the share price on the date the grant was authorized by the board of directors. The shares under the 2009 grant to officers are restricted from resale through August, 2010.

(**) The fair value of options granted in fiscal year ended June 30, 2009 was estimated as of the date of grant using the Black-Scholes stock option pricing model, based on the following weighted average assumptions: annual expected return of 0%, an average life of 5 years, annual volatility of 80.3% and a risk-free interest rate of 3.0% .

35

~~Summary of Transactions with Related Parties Twelve Months Ended June 30, 2009~~

RON GUS MARTIN
DURANDO DOTOLI SMILEY TOTAL

NOTES PAYABLE RELATED PARTIES
BALANCE 6/30/08 $ 0 $ 0 $ 204,038 $ 204,038
July 2008 Advances (Payments) $ 0 $ 0 $ 2,500 $ 2,500
August 2008 Advances $ 0 $ 0 $ 711 $ 711
(Payments)
Sept 2008 Advances (Payments) $ 0 $ 8,000 $ 9,289 $ 17,289
Oct 2007 Advances (Payments) $ 0 $ (8,000 ) $ 478 $ (7,522 )
Nov 2008 Advances (Payments) $ 0 $ 0 $ (10,000 ) $ (10,000 )
Dec 2008 Advances (Payments) $ 17,000 $ 23,000 $ 22,810 $ 62,810
Jan 2009 Advances (Payments) $ (17,000 ) $ (23,000 ) $ (8,016 ) $ (48,016 )
Feb 2009 Advances (Payments) $ 0 $ 16,000 $ 10,000 $ 26,000
Mar 2009 Advances (Payments) $ 0 $ (16,000 ) $ 32,415 $ 16,415
Apr 2009 Advances (Payments) $ 0 $ 0 $ 0 $ 0
May 2009 Advances (Payments) $ 55,000 $ 30,000 $ 0 $ 85,000
June 2009 Advances (Payments) $ (55,000 ) $ (30,000 ) $ 0 $ (85,000 )
BALANCE Notes Payable Officers $ 0 $ 0 $ 264,225 $ 264,225
Deferred Compensation Converted into Notes $ 278,000 $ 323,500 $ 0 $ 601,500
Net Consulting Fees Converted into Notes $ 339,420 $ 127,256 $ 0 $ 466,676
Total Notes Due to Officers $ 617,420 $ 450,756 $ 264,225 $ 1,332,400

Due To Officers
BALANCE 6/30/08 $ 298,990 $ 102,256 $ 0 $ 401,246

Consulting Fees & Expenses Incurred - 1st Qtr $ 98,400 $ 70,500 $ 0 $ 168,900
Consulting Fees & Expenses Paid - 1st Qtr $ (101,500 ) $ (84,000 ) $ 0 $ (185,500 )
Consulting Fees & Expenses Incurred - 2nd Qtr $ 66,817 $ 58,000 $ 0 $ 124,817
Consulting Fees & Expenses Paid - 2nd Qtr $ (35,000 ) $ (32,500 ) $ 0 $ (67,500 )
Consulting Fees & Expenses Incurred - 3rd Qtr $ 60,501 $ 55,500 $ 0 $ 116,001
Consulting Fees & Expenses Paid - 3rd Qtr $ (31,626 ) $ (25,500 ) $ 0 $ (57,126 )
Converted into Notes $ (339,582 ) $ (127,256 ) $ 0 $ (466,838 )
Consulting Fees & Expenses Incurred - 4th Qtr $ 0 $ 0 $ 0 $ 0
Consulting Fees & Expenses Paid - 4th Qtr $ (17,000 ) $ (11,450 ) $ 0 $ (28,450 )
Other Adjustment $ 0 $ (5,550 ) $ 0 $ (5,550 )
Balance Due to Officers $ 0 $ 0 $ 0 $ 0

Total Due to Officers Before Interest $ 617,420 $ 450,756 $ 264,225 $ 1,332,400
Interest Payable $ 61,473 $ 62,514 $ 9,605 $ 133,592
Total Payable to Officers $ 678,892 $ 513,270 $ 273,830 $ 1,465,992
COMPENSATION
Consulting / Salary Earned $ 275,718 $ 229,000 $ 182,292 $ 687,010
Interest Earned $ 61,473 $ 62,514 $ 21,048 $ 145,035
Stock Based Compensation - Shares $ 1,541,700 $ 913,600 $ 571,000 $ 3,026,300
Stock Based Compensation - Options $ 1,944,912 $ 1,166,947 $ 700,168 $ 3,812,027
Total Compensation Officers $ 3,823,803 $ 2,372,061 $ 1,474,508 $ 7,670,072

36

TOTAL
Durando Dotoli Biderman Smiley Microphase RELATED

Consulting / Salary $ 393,600 $ 282,000 $ 200,000 $ 875,600
Interest $ 19,490 $ 4,156 $ 18,752 $ 42,398
Rent $ 60,000 $ 60,000
R&D $ 28,151 $ 28,151
Finders Fees $ 188,472 $ 188,472
Cost of Sales and SG&A $ 30,089 $ 30,089

Totals $ 413,090 $ 286,156 $ 188,472 $ 218,752 $ 118,240 $ 1,224,710

Transactions with Microphase Corporation

mPhase's President and Chairman of the Board are also employees of Microphase Corporation. On May 1, 1997, the Company entered into an agreement with Microphase whereby it uses office space as well as the administrative services of Microphase, including the use of accounting personnel. Microphase also charges fees for specific projects on a project-by-project basis. The Company leases office space from Microphase at both its Norwalk and Little Falls locations. Current rental expense is $3,000 and $2,245 per month at Norwalk and Little Falls respectively. In addition, Microphase provides certain research and development services and shares administrative personnel from time to time. During the year ended June 30, 2010, Microphase Corporation charged the Company $337,500 for project management fees, $36,000 for rent and $9,936 for administrative expenses.

Additionally, in July 2009, Microphase Corporation converted $200,000 of accounts payable into 26,666,667 shares of the Company's common stock at $.0075 per share. Such price was determined based upon the price of private placements of equity by the Company during such period. The Company recorded $586,667 beneficial conversion interest expense on this transaction during the quarter ended September 30, 2009.

Shareholders who may wish to present proposals for inclusion in our proxy materials and for consideration at the ~~2010~~2014 Annual Meeting of Shareholders must submit such proposals in writing to our Corporate Secretary in accordance with all applicable rules and regulations of the SEC for receipt by us no later than ~~June 15, 2011.~~September 1, 2014. A signed proxy shall confer discretionary authority upon us to vote on all shareholder proposals that are not received by us on or before ~~August 15, 2011.~~

June 30 ,2014.

The accompanying proxy is solicited by and on behalf of our Board of Directors. We will bear the cost of soliciting proxies from our shareholders. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, telegram or otherwise. Such directors, officers and employees will not receive additional compensation for such solicitation. Brokerage firms, nominees, custodians and fiduciaries also will be requested to forward proxy materials to beneficial owners of shares held of record by them. We may reimburse brokerage firms, nominees, custodians, fiduciaries and other record holders for their reasonable out of pocket expenses in forwarding proxy materials to the beneficial owners and obtaining their proxies.

39

By Order of the Board of Directors

Gustave T. Dotoli

Norwalk, Connecticut
~~May 17, 2011~~

40

December 24, 2013

~~[ ]~~ o	Preliminary Proxy Statement	~~[ ]~~ o Confidential, for use of the Commission only
~~[X]~~ x	Definitive Proxy Statement
~~[ ]~~ o	Definitive Additional Materials
~~[ ]~~ o	Soliciting Material Pursuant to Rule 14A-ll(c) or Rule 14a- 12

~~[ ]~~o	Fee paid previously with preliminary materials:

~~[ ]~~o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-ll(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

*MPHASE TECHNOLOGIES, INC.*	Meeting Information

	*Meeting Type: ~~Special~~Annual Meeting*

	For holders as of: ~~May 5, 2011~~December 12 , 2013

	*Date: ~~June 29, 2011~~*February 12, 2014

	*Time: 10:00 AM EST*

	*Location: mPhase Technologies, Inc.*

	*587 Connecticut Avenue*

	*Norwalk, CT 06854*

	You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.

Name	Age	Positions

Ronald A. Durando	56	Chief Executive Officer and Chairman of the Board of Directors
Gustave T. Dotoli (2)	78	Chief Operating Officer and Director
Abraham Biderman (1)(2)	66	Director
Victor Lawrence	64	Director
Martin S. Smiley	66	Director, EVP, General Counsel, CFO

		Common		Stock
									Additional			Subtotal
									Paid			Equity
	$			.01 Par		Treasury			in			Capital
		Shares		Value		Stock			Capital			Elements

Balance June 30, 2009		870,419,882	$	8,704,197	$	(7,973	)	$	172,861,427		$	181,557,651
Conversions of Convertible Debentures plus accrued interest		232,723,736		2,327,238		-			1,088,012			3,415,250
Conversions of Accounts Payable		26,666,667		266,667		-			(66,667	)		200,000
Issuance of common stock in private		30,666,667		306,667		-			(81,667	)		225,000
placements net of offering cost ($25,000)
Issuance of Common Stock for Services		1,575,000		15,750					18,563			34,313
Issuance of Common Stock for Reparations		1,700,000		17,000					18,530			35,530
Beneficial Conversion feature of Officers'
Notes Payable and conversion of accounts payable		-		-		-			669,276			669,276
Cancelation of Capital Notes in Subsidiary Issued in connection with equity		-		-		-			175,820			175,820
Balance June 30, 2010		1,163,751,952	$	11,637,519		($7,973	)	$	174,683,294		$	186,312,840

Conversions of Convertible Debentures plus accrued interest		167,605,761		1,676,058					(413,658	)		1,262,400
Issuance of Common Stock for Services		5,075,000		50,750					12,195			62,945
Issuance of Common Stock in Private		25,000,000		250,000					(137,500	)		112,500
Placement net of offering cost

Balance December 31, 2010 (Unaudited)		1,361,432,713	$	13,614,327	$	(7,973	)	$	174,144,331		$	187,750,685

Conversions of Convertible Debentures plus accrued interest		172,847,328	$	1,728,473		-			(791,716	)		936,758
Issuance of Common Stock for Services		10,000,000		100,000					(36,000	)		(64,000	)

Balance March 18, 2011 (Unaudited)		1,544,280,041	$	15,442,800	$	(7,973	)	$	173,316,715		$	188,751,553

x	No fee required

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

	(1)	Amount Previously Paid: $

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	1.	Annual ~~Reports~~Report for fiscal ~~years~~year ended June 30, ~~2009, and June 30, 2010~~ 2013

	2.	Notice and Proxy Statement

	3.	~~Amended and Restated By-Laws of the Company~~

	1)	BY INTERNET:www.proxyvote.com

	2)	BY TELEPHONE: 1-800-579-1639

	3)	BY E-MAIL*: sendmaterial@proxyvote.com

(1)	Member of Audit Committee.

(2)	Member of Compensation Committee .

Consolidated Statement of Changes in Stockholders' Equity (Deficit) (USD $)	Common Stock		Treasury Stock			Additional Paid in Capital			Deferred Compensation, Share-based Payments			Accumulated Deficit			Total
Ending Balance at Jun. 30, 2011		1,628,502		(7,973	)		187,431,652						(194,643,955	)		(5,591,774	)
Ending Balance (Shares) at Jun. 30, 2011 (Scenario, Previously Reported		1,628,502,264
Ending Balance (Shares) at Jun. 30, 2011		1,628,502,264
Issuance of common stock for services		1,035,000					5,485,500									6,520,500
Issuance of common stock for services (Shares)		1,035,000,000														6,520,500
Amortization of deferred stock compensation										141,543						141,543
Conversions of Convertible Debentures plus accrued interest		716,962					1,097,406									1,814,368
Conversions of Convertible Debentures plus accrued interest (Shares)		716,962,140
Deferred stock compensation							339,700			(339,700	)
Beneficial Conversion feature of Notes Payable, including $2,320 on Officers Notes Payable							2,320									2,320
Issuance of Common Stock to accredited investors in private placement, net of $13,000 fees		170,000					(43,000	)								127,000
Issuance of Common Stock to accredited investors in private placement, net of $13,000 fees (Shares)		170,000,000
Common Stock issued to cover Commitment and Transaction Fees of Equity Line of Credit		26,000					98,800									124,800
Common Stock issued to cover Commitment and Transaction Fees of Equity Line of Credit (Shares)		26,000,000
Common Stock issued to cover the exercise of Put advances under Equity Line of Credit, net of $13,500 transaction fees		89,587					55,841									145,428
Common Stock issued to cover the exercise of Put advances under Equity Line of Credit, net of $13,500 transaction fees (Shares)		89,587,447
Net Income (Loss)													(8,786,952	)		(8,786,952	)
Ending Balance at Jun. 30, 2012		3,666,051		(7,973	)		194,468,219			(198,157	)		(203,430,907	)		(5,502,767	)
Ending Balance (Shares) at Jun. 30, 2012		3,666,051,851
Amortization of deferred stock compensation										169,852						169,852
Common Stock issued to cover the exercise of Put advances under Equity Line of Credit, net of $8,920 transaction fees		42,412					37,641									80,053
Common Stock issued to cover the exercise of Put advances under Equity Line of Credit, net of $8,920 transaction fees (Shares).		42,412,553
Conversions of Convertible Debentures plus accrued interest		40,451					(1,451	)								39,000
Conversions of Convertible Debentures plus accrued interest (Shares)		40,451,179
Beneficial Conversion feature of Notes Payable, including $2,320 on Officers Notes Payable
Common Stock issued to cover Commitment and Transaction Fees of Equity Line of Credit
Issuance of Common Stock to accredited investors in private placements, net of $28,500 fees and $92,000 of reparation expense		1,322,250					(743,250	)								579,000
Issuance of Common Stock to accredited investors in private placements, net of $28,500 fees and $92,000 of reparation expense (Shares)		1,322,250,000
Net Income (Loss)													(260,634	)		(260,634	)
Ending Balance at Jun. 30, 2013	$	5,071,164	$	(7,973	)	$	193,761,159		$	(28,305	)	$	(203,691,541	)	$	(4,895,496	)
Ending Balance (Shares) at Jun. 30, 2013		5,071,165,583

Consolidated Statement of Changes in Stockholders' Equity (Deficit) (USD $)	Common Stock		Treasury Stock			Additional Paid in Capital			Deferred Compensation, Share-based Payments			Accumulated Deficit			Total
Beginning Balance at Jun. 30, 2013	$	5,071,164	$	(7,973	)	$	193,761,159		$	(28,305	)	$	(203,691,541	)	$	(4,895,496	)
Beginning Balance (Shares) at Jun. 30, 2013		5,071,165,583
Issuance of Common Stock to accredited investors in private placements, net of $0 fees		215,000					(129,000	)								86,000
Issuance of Common Stock to accredited investors in private placements, net of $0 fees (Shares)		215,000,000
Issuance of common stock for services		58,800					(5,880	)								52,920
Issuance of common stock for services (Shares)		58,800,000
Conversions of Convertible Debentures plus accrued interest		141,761					(45,735	)								96,026
Conversions of Convertible Debentures plus accrued interest (Shares)		141,761,066
Amortization of deferred stock compensation										28,305						28,305
Net Income (Loss)													(1,073,195	)		(1,073,195	)
Ending Balance at Sep. 30, 2013	$	5,486,725	$	(7,973	)	$	193,580,544		$	0		$	(204,764,736	)	$	(5,705,440	)
Ending Balance (Shares) at Sep. 30, 2013		5,486,726,649

Potential Shares Issuable under Convertible Debt and Debenture Agreements Outstanding with the Company
as of December 3, 2013, Based upon the Actual (and 20% Changes in the) Market Price of the Company's Stock

Dollar Amounts of Funding Currently Convertible			Shares Issuable	Shares Issuable under Present Agreements at the Following Prices:
& Convertible during Remainder of the Agreements			under Convertible
Outstanding as of December 3, 2013			Agreements as of	Price Decline		Actual Price		Price Increase
(including Discounts & Interest Payable)			December 3, 2013	Illustration-20%		December 3, 2013		Illustration-20%
				$	0.00136	$	0.0017	$	0.00204
Amount Convertible for Funding Received through December 3, 2013	$	2,291,512	Shares Issuable for Amounts Funded as of December 3, 2013
Convertible upon Funding during Remainder of the Outstanding Agreements; (1)	$	-	Shares Issuable for Amounts to be Funded during Remainder of the Agreements; (1)		1,684,935,197		1,347,948,157		1,123,290,131
Total Amount Convertible under Outstanding Convertible Agreements if Funded in Full; (1)	$	2,291,512	Total Shares Issuable under Outstanding Convertible Agreements if Funded in Full; (1)		1,684,935,197		1,347,948,157		1,123,290,131

AFFILIATES (1 & 2)	Shares	Warrants	Options	TOTAL	%

Victor Lawrence	0	0	0	-	-
Anthony Guerino	0	0	765,000	765,000	0.05%
Abraham Biderman	5,868,131	0	1,065,000	6,933,131	0.44%
Gustave Dotoli (4)	23,157,805	33,049,649	35,775,000	91,982,454	5.56%
Ron Durando (3) (4)	56,043,992	52,553,259	61,175,000	169,772,251	9.99%
Ned Ergul	2,850,000	0	2,655,000	5,505,000	0.35%
Martin Smiley (4)	18,660,629	25,668,823	19,700,000	64,029,452	3.92%
Microphase Corporation(5) (6)	42,726,686	4,322,222	0	47,048,908	2.88%

Total Affiliates	149,307,243	115,593,953	121,135,000	386,036,196	23.19%

AFFILIATES (1 & 2)	Shares		Warrants/ conversion rights		Options		TOTAL		%

Victor Lawrence		10,100,000		-		-		10,100,000	0.20	%
Anthony Guerino		-		-		-		0	0.00	%
Abraham Biderman		45,226,890		-		-		45,226,890	0.87	%
Gustave Dotoli (3)		23,107,805		103,710,948		-		126,818,753	2.40	%
Ron Durando (3)(6)		157,241,922		149,101,495		-		306,343,417	5.75	%
Ned Ergul		2,850,000		-		-		2,850,000	0.06	%
Martin Smiley (3)		18,760,629		90,259,588		-		109,020,217	2.07	%
Microphase Corporation(4) (5)		42,726,686		-		-		42,726,686	0.83	%

Total Affiliates		300,013,932		343,072,031		-		643,085,963	12.18%

	Durando		Dotoli		Smiley		Biderman		Microphase		Total
Consulting / Salary	$	61,667	$	61,667	$	61,667					$	185,001
Interest	$	65,940	$	46,138	$	38,406					$	150,484
Rent									$	5,290	$	5,290
G&A									$	7,666	$	7,666
R&D											$	0
Finder’s Fees							$	28,500			$	28,500
Total compensation for the Twelve Months Ended June 30, 2013	$	127,607	$	107,805	$	100,073	$	28,500	$	12,956	$	376,941

	Durando		Dotoli		Smiley		Biderman		Microphase		Total
Consulting / Salary	$	110,000	$	107,333	$	106,667					$	324,000
Interest	$	54,681	$	36,103	$	26,744					$	117,528
Rent									$	43,560	$	43,560
G&A									$	7,225	$	7,225
R&D											$	0
Finder’s Fees							$	18,000			$	18,000
Stock based compensation (shares issued)*	$	2,488,5(0	$	1,858,500	$	1,858,500	$	252,000	$	63,000	$	6,520,500
Stock based compensation (options issued)*	$	173,316	$	103,990	$	62,394					$	339,700
Total compensation for the Twelve Months Ended June 30, 2012	$	2,826,497	$	2,105,926	$	2,054,305	$	270,000	$	113,785	$	7,370,513

Potential Shares Issuable under Convertible Debt and Debenture Agreements Outstanding with the Company
as of March 18, 2011, Based upon the Actual (and 20% Changes in the) Market Price of the Company's Stock

Dollar Amounts of Funding Received and			Dollar Amounts of Funding Currently Convertible			Shares Issuable		Shares Issuable under Present Agreements at the Following Prices:
Receivable under Convertible Agreements,			& Convertible during Remainder of the Agreements			under Convertible
Outstanding as of March 18, 2011			Outstanding as of March 18, 2011			Agreements as of		Price Decline		Actual Price		Price Increase
(including Interest Receivable)			(including Discounts & Interest Payable)			March 18, 2011		Illustration-20%		March 18, 2011		Illustration-20%
							$	0.00432	$	0.00540	$	0.00648
Amount of Funding Received through March 18, 2011	$	2,593,600	Amount Convertible for Funding Received through March 18, 2011	$	1,208,762	Shares Issuable for Amounts Funded as of March 18, 2011		372,881,790		298,305,432		248,587,860
Funding Receivable during Remainder of the OutstandingAgreements; (1),(2)	$	3,228,600	Convertible upon Funding during Remainder of theOutstanding Agreements; (1),(2)	$	3,535,255	Shares Issuable for Amounts to be Funded duringRemainder of the Agreements; (1),(2)		1,091,128,201		872,902,561		727,418,800
Total Amount of Funding under Outstanding ConvertibleAgreements if Funded in Full; (1),(2)	$	5,822,200	Total Amount Convertible under Outstanding ConvertibleAgreements if Funded in Full; (1),(2)	$	4,744,017	Total Shares Issuable under Outstanding ConvertibleAgreements if Funded in Full; (1),(2)		1,464,009,991		1,171,207,993		976,006,660

Related Party	Fiscal year	New Investment				Prior Investment(s)				Common Stock Issued for Reparations				Total Reparations Expense to Related Parties
		Date		Amount	Shares	Date		Amount	Shares	Date		Value	Shares
	FYE 6-07

Janifast, Ltd.	June 30, 2007	3/31/2007	$	108,000	830,769	12/31/2005	$	171,000	950,000	3/31/2007	$	138,462	769,231	FYE 6-07	$	138,462

Sub-total Related Parties FYE June 30, 2007			$	108,000	830,769		$	171,000	950,000		$	138,462	769,231		$	138,462

	FYE 6-06

Janifast, Ltd.	June 30, 2006	12/31/2005	$	171,000	950,000	12/31/2004	$	200,000	1,000,000	12/31/2005	$	728,434	3,931,382	FYE 6-06	$	728,434
						9/16/2002	$	360,000	1,500,000
						6/26/2002	$	360,000	2,250,000
						12/28/2001	$	360,000	1,200,000
						6/25/2001	$	1,200,000	2,400,000

Sub-total Janifast, ltd FYE June 30, 2006			$	171,000	950,000		$	2,480,000	8,350,000		$	728,434	3,931,382		$	728,434

Microphase Corporation	June 30, 2006	12/31/2005	$	369,000	2,050,000	12/31/2004	$	250,000	1,500,000	12/31/2005	$	834,633	4,504,542	FYE 6-06	$	834,633
						3/31/2003	$	300,000	1,000,000
						9/16/2002	$	620,000	3,033,333
						6/26/2002	$	80,000	500,000
						12/28/2001	$	600,000	2,000,000
						12/19/2001	$	60,000	200,000
						6/25/2001	$	639,000	1,278,000

Sub-total Microphase Corp. FYE June 30, 2006			$	369,000	2,050,000		$	2,549,000	9,511,333		$	834,633	4,504,542		$	834,633

Sub-total Related Parties FYE June 30, 2006			$	540,000	3,000,000		$	5,029,000	17,861,333		$	1,563,067	8,435,924		$	1,563,067

Total Reparation Information for Related Parties From Inception To Date			$	648,000	3,830,769		$	5,200,000	18,811,333		$	1,701,529	9,205,155		$	1,701,529

													ADDITIONAL NEW COMMON				TOTAL
	NEW					common stock issued for			PRIOR				SHARES SUBJECT TO ISSUANCE				REPARATION
	INVESTMENT FYE 6-30-08					REPARATIONS FYE 6-30-08			INVESTMENT				UNDER REPLACEMENT				EXPENSE
	DATE	SHARES		AMOUNT	��	SHARES		VALUE	DATE(S)	SHARES		AMOUNT	WARRANT(S)		VALUE		FYE 6-30-08

INVESTOR 1	9/30/2007	1,000,000	$	100,000		1,349,842	$	146,204	fye 6-30-06 & fye 6-30-07,as follows:	6,038,021	$	1,026,723	-	$	-	$	146,204
									a) 1-19-2006	3,000,000	$	600,000
									b) 8-24-2006	2,268,790	$	326,723
									c) 5-28-2007	769,231		100,000
INVESTOR 2	9/30/2007	-	$	50,000		444,444	$	22,222	fye 6-30-07 as follows	769,231	$	100,000	-	$	-	$	22,222
									a) 5-25-2007	769,231	$	100,000
INVESTOR 3	12/31/2007	350,000	$	24,500		792,857	$	30,778	fye 6-30-07 as follows :	275,000	$	55,000	-	$	-	$	30,778
									a) 11-30-2006	275,000	$	55,000
INVESTOR 4	4/8/2008	1,700,000	$	85,000		576,598	$	31,719	fye 6-30-06 & fye 6-30-07,as follows:	2,153,846	$	385,000	-	$	-	$	31,719
									a) 1-20-2006	1,500,000	$	300,000
									b) 5-15-2007	653,846	$	85,000
INVESTOR 5	4/1/2008	11,111,112	$	722,222		-	$	-	fye 6-30-07 as follows:	5,555,556	$	750,000	11,111,112	$	161,111	$	161,111
									a)12-12-2006	5,555,556	$	750,000
TOTALS	***	14,661,112	$	981,722**		3,163,741	$	230,923		14,791,654	$	2,316,723	11,111,112*	$	161,111*	$	392,034

	Estimated Allocation of 618 Billion Shares of Common Stock
Fully Diluted	Officer	Existing	~~Future~~Equity Line	~~Future~~Available for	~~Employee~~Available for
Outstanding Shares	Convertible	Convertible	~~Convertible~~of Credit	Equity Compensation	~~Stock~~Future Equity financings
of Common Stock,	Notes on	Debt Arrangements	~~Debt~~	~~Financings~~	~~Awards~~
Warrants and	~~March 18,~~ December 3,	based on	~~Arrangements~~		~~and~~
Options as of	~~2011~~2013	price of			~~Option~~
~~March 18, 2011~~December 3, 2013		common			~~Awards~~
		~~stock on March 18,~~
		~~2011~~stock on December 3,
		2013

~~1,688,489,430~~~~Shares~~5,074,226,649 shares	~~107,578,285~~ 343,072,031 Shares	~~1,171,207,993~~~~Shares~~1,347,948,157 shares	~~800,000,000~~~~Shares~~280,624,352 shares	~~1,232,724,292~~~~Shares~~3,500,000,000 shares	~~1,000,000,000~~~~Shares~~7,454,128,811 shares

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

1.The following table sets forth as of December 3, 2013 certain information regarding the beneficial ownership of our shares:

1	by each person who is known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock;

2	2.	each of our directors;

3	3.	by each executive officer named in the Summary Compensation Table; and

4	4.	by all of our directors and executive officers as a group.

Name of Individual		Age	Position with the Company and Subsidiaries
Ronald A. Durando	52	56	Chief Executive Officer, Chairman of the Board
Gustave T. Dotoli (2)	74	78	Chief Operating Officer, Director
Victor ~~Lawerence~~Lawrence (1)(2)	60	64	Director
Anthony Guerino ~~(1)(2)~~		65	Director
Abraham Biderman (1)(2)	62	66	Director
Martin Smiley	62	66	Executive Vice President, Chief Financial Officer,
		General Counsel, Director

(1)	Member of Audit Committee

(2)	Member of Compensation Committee

NAME &												NON-
PRINCIPAL							STOCK			OPTION		EQUITY	PENSION
POSITION	YEAR		SALARY		BONUS		AWARDS			AWARDS		INCENTIVE	VALUE		OTHER			TOTAL
RonaldDurando
President	2010	$	200,000	$	0	$	0		$	0		N/A	N/A	$	56,483	⁽⁴⁾	$	256,486
Chief	2009	$	275,718	$	0	$	1,541,700	⁽⁵⁾	$	1,944,912	⁽⁶⁾	N/A	N/A	$	61,473	⁽⁴⁾	$	3,823,803
Executive	2008	$	393,600	$	0	$	0		$	0		N/A	N/A	$	19,490	⁽⁴⁾	$	413,090
Officer	2007	$	393,600	$	0	$	860,000	⁽⁵⁾	$	196,000	⁽⁶⁾	N/A	N/A	$	7,500	⁽¹⁾	$	1,457,100
GustaveDotoli	2010	$	180,000	$	0	$	0		$	0		N/A	N/A	$	39,375	⁽⁴⁾	$	219,375
Chief	2009	$	229,000	$	0	$	913,600	⁽⁵⁾	$	1,166,947	⁽⁶⁾	N/A	N/A	$	62,514	⁽⁴⁾	$	2,372,061
Operating	2008	$	282,000	$	0	$	0		$	0		N/A	N/A	$	4,156	⁽⁴⁾	$	286,156
Officer	2007	$	282,000	$	0	$	450,000	⁽⁵⁾	$	126,000	⁽⁶⁾	N/A	N/A	$	7,538	⁽²⁾	$	865,538
MartinSmiley
Executive
V.President	2010	$	175,000	$	0	$	0		$	0		N/A	N/A	$	24,536	⁽⁴⁾	$	199,536
CFO and	2009	$	182,292	$	0	$	571,000	⁽⁵⁾	$	700,168	⁽⁶⁾	N/A	N/A	$	21,048	⁽⁴⁾	$	1,474,508
General	2008	$	200,000	$	0	$	0		$	0		N/A	N/A	$	18,752	⁽⁴⁾	$	218,752
Counsel	2007	$	200,000	$	0	$	262,500	⁽⁵⁾	$	56,000	⁽⁶⁾	N/A	N/A	$	8,550	⁽³⁾	$	527,050

	Total Notes
Summary of payables to related parties as of June 30, 2013

	Durando		Dotoli		Smiley		Payable		Biderman		Microphase		Total
Notes payable	$	449,523	$	322,963	$	276,426	$	1,048,912					$	1,048,912
Accrued Wages Officers	$	95,667	$	95,667	$	75,417	$	266,751					$	266,751
Due to Officers/ Affiliates									$	156,000	$	56,084	$	212,084
Interest Payable	$	124,712	$	84,883	$	67,029	$	276,624					$	276,624

Total Payable to Officers/ Affiliates as of June 30, 2013	$	669,902	$	503,513	$	418,872	$	1,592,287	$	156,000	$	56,084	$	1,804,371

	OPTION AWARDS		STOCK AWARDS

	Number of		Number of
	shares	Value	shares		Value*
	to be	realized	awarded
	acquired	on exercise
Name	on exercise

Ronald Durando President CEO	50,000,000	N/A	27,000,000	$	1,541,700
Gustave Dotoli COO	30,000,000	N/A	16,000,000	$	1,166,947
Martin Smiley Executive VP CFO Chief Legal Counsel	18,000,000	N/A	10,000,000	$	700,168
Abraham Biderman Director	2,000,000	N/A	4,000,000	$	228,400
Anthony Guerino Director	100,000	N/A	100,000	$	5,710
Victor Lawrence Director	100,000	N/A	100,000	$	5,710

	Number of		Number of
	Securities		Securities		Incentive							Market
	Underlying		Underlying		Plan					Number of		Value of
	Unexercised		Unexercised		Awards		Option		Option	Shares		Shares
	Options		Options		Number of		Exercise		Expiration	Not		Not		Equity
	(Exercisable)		(Unexercisable)		Securities		Price		Date	Vested		Vested		Incentive

Ronald Durando		500,000		0		0	$	0.45	6/19/2009		0		0		0
President CEO		1,000,000		0		0	$	0.45	6/19/2009		0		0		0
		2,500,000		0		0	$	0.35	12/31/2009		0		0		0
		550,000		0		0	$	0.18	2/23/2011		0		0		0
		3,450,000		0		0	$	0.18	2/23/2011		0		0		0
		475,000		0		0	$	0.21	2/23/2011		0		0		0
		3,525,000		0		0	$	0.21	2/23/2011		0		0		0
		1,000,000		0		0	$	0.21	3/28/2011		0		0		0
		750,000		0		0	$	0.25	6/14/2011		0		0		0
		25,000		0		0	$	0.25	6/14/2011		0		0		0
		1,400,000		0		0	$	0.21	8/24/2011		0		0		0

Gustave Dotoli		250,000		0		0	$	0.45	6/19/2009		0		0		0
COO		500,000		0		0	$	0.35	6/19/2009		0		0		0
		1,000,000		0		0	$	0.35	12/31/2009		0		0		0
		550,000		0		0	$	0.18	2/23/2011		0		0		0
		1,250,000		0		0	$	0.18	2/23/2011		0		0		0
		475,000		0		0	$	0.21	2/23/2011		0		0		0
		1,325,000		0		0	$	0.21	2/23/2011		0		0		0
		750,000		0		0	$	0.21	3/28/2011		0		0		0
		500,000		0		0	$	0.25	6/14/2011		0		0		0
		25,000		0		0	$	0.25	6/14/2011		0		0		0
		900,000		0		0	$	0.21	8/24/2011		0		0		0

Martin Smiley		550,000		0		0	$	0.18	2/23/2011		0		0		0
Executive VP		475,000		0		0	$	0.21	2/23/2011		0		0		0
CFO		25,000		0		0	$	0.21	2/23/2011		0		0		0
Chief Legal		250,000		0		0	$	0.25	6/14/2011		0		0		0
Council		400,000		0		0	$	0.21	6/24/2011		0		0		0

Summary of compensation to related parties for the Twelve Months Ended June 30, 2011
	Durando		Dotoli		Smiley		Biderman		Microphase		Total
Consulting / Salary	$	160,000	$	144,000	$	140,000					$	444,000
Interest	$	33,728	$	18,610	$	16,569					$	68,907
Rent							$		$	36,000	$	36,000
G&A							$		$	9,356	$	9,356
R&D											$	0
Finder’s Fees							$	24,500			$	24,500
Total compensation	$	193,728	$	162,610	$	156,569	$	24,500	$	45,356	$	582,763

								Total				Total
								Notes				Amounts
								Payable				Due to
								&				Related
		Durando		Dotoli		Smiley		Accrued		Microphase		Parties
								Interest
Notes payable	$	301,479	$	166,306	$	119,030	$	586,815	$	0	$	586,815
Due to Officers / Affiliates	$	0	$	0	$	0	$	0	$	19,214	$	19,214
Interest Payable	$	117,957	$	101,888	$	64,157	$	284,001	$	0	$	284,001
Total Payable to related parties as ofJune 30, 2010	$	419,436	$	268,194	$	183,187	$	870,817	$	19,214	$	890,030

		RON			GUS			MARTIN
		DURANDO			DOTOLI			SMILEY			TOTAL

NOTES PAYABLE RELATED PARTIES
BALANCE 6/30/08	$	0		$	0		$	204,038		$	204,038
July 2008 Advances (Payments)	$	0		$	0		$	2,500		$	2,500
August 2008 Advances	$	0		$	0		$	711		$	711
(Payments)
Sept 2008 Advances (Payments)	$	0		$	8,000		$	9,289		$	17,289
Oct 2007 Advances (Payments)	$	0		$	(8,000	)	$	478		$	(7,522	)
Nov 2008 Advances (Payments)	$	0		$	0		$	(10,000	)	$	(10,000	)
Dec 2008 Advances (Payments)	$	17,000		$	23,000		$	22,810		$	62,810
Jan 2009 Advances (Payments)	$	(17,000	)	$	(23,000	)	$	(8,016	)	$	(48,016	)
Feb 2009 Advances (Payments)	$	0		$	16,000		$	10,000		$	26,000
Mar 2009 Advances (Payments)	$	0		$	(16,000	)	$	32,415		$	16,415
Apr 2009 Advances (Payments)	$	0		$	0		$	0		$	0
May 2009 Advances (Payments)	$	55,000		$	30,000		$	0		$	85,000
June 2009 Advances (Payments)	$	(55,000	)	$	(30,000	)	$	0		$	(85,000	)
BALANCE Notes Payable Officers	$	0		$	0		$	264,225		$	264,225
Deferred Compensation Converted into Notes	$	278,000		$	323,500		$	0		$	601,500
Net Consulting Fees Converted into Notes	$	339,420		$	127,256		$	0		$	466,676
Total Notes Due to Officers	$	617,420		$	450,756		$	264,225		$	1,332,400

Due To Officers
BALANCE 6/30/08	$	298,990		$	102,256		$	0		$	401,246

Consulting Fees & Expenses Incurred - 1st Qtr	$	98,400		$	70,500		$	0		$	168,900
Consulting Fees & Expenses Paid - 1st Qtr	$	(101,500	)	$	(84,000	)	$	0		$	(185,500	)
Consulting Fees & Expenses Incurred - 2nd Qtr	$	66,817		$	58,000		$	0		$	124,817
Consulting Fees & Expenses Paid - 2nd Qtr	$	(35,000	)	$	(32,500	)	$	0		$	(67,500	)
Consulting Fees & Expenses Incurred - 3rd Qtr	$	60,501		$	55,500		$	0		$	116,001
Consulting Fees & Expenses Paid - 3rd Qtr	$	(31,626	)	$	(25,500	)	$	0		$	(57,126	)
Converted into Notes	$	(339,582	)	$	(127,256	)	$	0		$	(466,838	)
Consulting Fees & Expenses Incurred - 4th Qtr	$	0		$	0		$	0		$	0
Consulting Fees & Expenses Paid - 4th Qtr	$	(17,000	)	$	(11,450	)	$	0		$	(28,450	)
Other Adjustment	$	0		$	(5,550	)	$	0		$	(5,550	)
Balance Due to Officers	$	0		$	0		$	0		$	0

Total Due to Officers Before Interest	$	617,420		$	450,756		$	264,225		$	1,332,400
Interest Payable	$	61,473		$	62,514		$	9,605		$	133,592
Total Payable to Officers	$	678,892		$	513,270		$	273,830		$	1,465,992
COMPENSATION
Consulting / Salary Earned	$	275,718		$	229,000		$	182,292		$	687,010
Interest Earned	$	61,473		$	62,514		$	21,048		$	145,035
Stock Based Compensation - Shares	$	1,541,700		$	913,600		$	571,000		$	3,026,300
Stock Based Compensation - Options	$	1,944,912		$	1,166,947		$	700,168		$	3,812,027
Total Compensation Officers	$	3,823,803		$	2,372,061		$	1,474,508		$	7,670,072

MPHASE TECHNOLOGIES, INC. C/O JERSEY TRANSFER 201 BLOOMFIELD AVE., SUITE 26 VERONA, NJ 07044	VOTE BY INTERNET -www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	ELECTRONIC DELIVERY OF FUTURESHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by mPHASE TECHNOLOGIES, INC. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

	VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to mPHASE TECHNOLOGIES, INC., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MPHSE1	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and write the nominee’s number on the line below.

	~~For~~o	~~Against~~o	~~Abstain~~o

		For	Against	Abstain


2.	Approval of our independent accountants, Demetrius Berkower, LLC for fiscal year 2014.	o	o	o


		For	Against	Abstain

3.	Approval of an amendment to our Amended Certificate of Incorporation authorizing an increase in authorized shares of common stock of the Company from ~~2 billion shares to~~ 6 billion shares ~~$.01~~to18 billion shares, $.001 par value.	~~[ ]~~o	~~[ ]~~o	~~[ ]~~ o

Note: Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full titles as such.

For address changes/comments, please check this box and write them on the back where indicated.			~~[ ]~~o
	Yes	No

Please indicate if you plan to attend this meeting.	~~[ ]~~o	~~[ ]~~o

HOUSEHOLDING ELECTION
Please indicate if you consent to receive certain future investor communications in a single package per household.	~~[ ]~~o	~~[ ]~~o