Item 8.01. Other Events

mPhase Technologies, Inc. (the "Company") announced today that it had reached separate agreements with John Fife and JMJ Financial (collectively, the "Holders") to a standstill and restructuring of the convertible securities held by each of them. Under terms of each of the respective amendments, the Holders have agreed not to convert any additional principal of such convertible instruments into common stock and restructure such instruments to be repaid, in cash or common stock, a the option of the Company, over a 2 year period of time commencing in October of 2012.

The Company believes that by eliminating the potential "death spiral" with respect to a significant amount of debt outstanding, that the Company's common stock will better reflect the Company's intrinsic value and enable the Company to finance its operations on more advantageous terms in the future.

99.1 AMENDMENT TO CONVERTIBLE NOTES WITH JOHN FIFE

99.2 AMENDMENT TO CONVERTIBLE NOTES WITH JMJ FINANCIAL

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