SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

                       
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). 

Item 1.

Security and Issuer.

This Statement on Schedule 13-D ("Statement") is filed with respect to the Common Stock, $0.01 value of mPhase Technologies Inc. (the "Issuer"), whose principal executive offices are located at 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566. Such class of securities is hereinafter referred to as "Common Stock."

Item 2.

Identity and Background.

Items 2(a), 2(b), 2(c) This Statement is filed by Gustave T. Dotoli. Mr. Dotoli is a Director of the Company and its Chief Operating Officer. The principal place of business for mPhase Technologies Inc. is 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566.

On October 19, 2007 in connection with a settlement and dismissal of a civil law suit filed on November 19, 2005 by the Securities and Exchange Commission in the Federal District Court in the District of Connecticut, the SEC issued a Cease and Desist Order and certain remedial sanctions against Mr. Dotoli as an Officer and Director of Packetport.com, Inc. More detailed information concerning the Order can be found in SEC release No. 8858 dated October 18, 2007 promulgated under the Securities Act of 1933, as amended and release No. 56672 dated October 18, 2007 promulgated under the Securities Exchange Act of 1934, as amended. Mr. Dotoli was required to disgorge $100,000 as part of the settlement.

2(f) Mr. Dotoli is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

N/A

Item 4.

Purpose of Transaction.

Mr. Dotoli acquired 16,000,000 newly issued restricted shares of common stock and a 5 year option to purchase an additional 30,000,000 shares of common stock at a price of $.05 per share pursuant to a grant awarded by the Board of Directors of the Company. Mr. Dotoli does not have any current plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

(a) and (b) Mr. Dotoli beneficially owns an aggregate of 60,318,033 shares of Common Stock.. Mr. Dotoli has the sole power and the shared power to vote or direct the vote and to dispose or direct the disposition of those shares directly and beneficially owned thereby. Mr. Dotoli beneficially owns directly 60,318,033 shares of Common Stock, inclusive of warrants/options, representing in the aggregate 11.36% of the total outstanding shares of the Common Stock.

Item 5(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The 16,000,000 newly issued shares of common stock may not be sold prior to the earlier of two years or after 20 consecutive days in which the stock closes at a price of $.30 per share or higher.

Item 7.

Materials to be Filed as Exhibits.

None.