8-K

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

                            -----------------------

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): July 6, 2001


                           mPHASE TECHNOLOGIES, INC.
              (Exact Name of Registrant as Specified in Charter)



        New Jersey                        000-24969              22-2287503
(State or Other Jurisdiction of    (Commission File Number)     (IRS Employer
      Incorporation)                                         Identification No.)



                 587 Connecticut Ave., Norwalk, CT 06854-0566
              (Address of Principal Executive Offices) (ZIP Code)




      Registrant's telephone number, including area code: (203) 838-2741



                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)


Item 5.   Other Events.

     mPhase Technologies, Inc. issued a press release on July 6, 2001 regarding
the pending purchase of substantially all of the assets of Pliant Systems Inc.,
a copy of which is attached as Exhibit 99.1 hereto.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

               (a) and (b)    Not Applicable

               (c)  Exhibit.  The following exhibit is filed with this report:
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               99.1      Press Release, dated July 6, 2001, of mPhase
                         Technologies, Inc.


                        [Signature on following page.]


                                  SIGNATURES
                                  ----------

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         mPHASE TECHNOLOGIES, INC.




                                         By: /s/ MARTIN S. SMILEY
                                             --------------------
                                             Martin S. Smiley
                                             Executive Vice President,
                                             Chief Financial Officer and
                                             General Counsel

Date:  July 6, 2001


                                 EXHIBIT INDEX
                                 -------------

Exhibit       Description
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99.1          Press Release, dated July 6, 2001, of mPhase Technologies, Inc.

EX-99.1

                                                                    EXHIBIT 99.1


Press Release

mPhase Technologies Announces Pending Purchase of Assets


NORWALK, Conn.--(BUSINESS WIRE)--July 6, 2001--mPhase Technologies Inc. (OTCBB:
XDSL - news) announced that it has agreed in principle to purchase substantially
- ----   ----
all of the assets of Pliant Systems Inc. (OTCBB: PLNS - news), subject to the
                                                 ----   ----
negotiation and completion of final documentation and the approval by the United
States Bankruptcy Court for the Eastern District of North Carolina, where
Pliant's Chapter 11 case is pending. Pliant is a leading designer of
multi-service integrated access platforms for the telecommunications industry.
The proposed transaction's purchase price is approximately $3.6 million.

The proposed transaction includes the purchase by mPhase of all tangible and
intangible assets of Pliant Systems to be operated as a going concern, including
the intellectual property, but excludes cash, certain accounts receivable and
certain causes of action. The proposed transaction is expected to be structured
as a sale by Pliant of its assets to mPhase pursuant to sections 363(b) and 365
of the United States Bankruptcy Code, free and clear of all liens, claims and
encumbrances. Pliant plans to obtain approval of the proposed transaction from
the Bankruptcy Court by late July and, subject to receipt of such approval, the
transaction is expected to close by early August. Following approval by the
United States Bankruptcy Court, mPhase intends to host a press conference
detailing the strategy and synergies driving the acquisition of Pliant Systems
and an overview of its plans going forward.

On May 1, 2001, Pliant Systems filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code. Pliant has continued to operate the business
and manage its assets as a debtor in possession and no trustee or examiner has
been appointed in the case. Pliant Systems sought Chapter 11 protection in order
to facilitate an orderly sale of its business and assets to a third party.

About mPhase Technologies

mPhase Technologies, the leading designer of broadcast digital television and
high-speed data solutions for the telecommunications industry, offers DSL-based
services via its Traverser(TM) Digital Video and Data Delivery System and
provides telcos worldwide with a complete line of DSL components. The
award-winning Traverser(TM) DVDDS enables telephone companies worldwide to
cost-effectively and reliably transmit up to 400 channels of MPEG-2 quality,
broadcast (real time) digital television programming utilizing a NIP-based
platform, high-speed Internet access and traditional telephone service,
simultaneously, over existing copper telephone lines. The Company believes that
by avoiding transmission of video over traditional IP- or ATM-based networks, it
possesses the capability to deliver a superior, more reliable and cost-



effective video experience to the end user. The comprehensive package offered by
mPhase and mPhase Television.net provides telcos with turnkey systems that
couple technology with content, thereby enhancing their revenue opportunities.
The mPhase DSL Components Line includes a full suite of products including the
mPhase iPOTS(TM)(Intelligent POTS Splitter Shelf), Test Access Shelf,
traditional POTS Splitter Shelf and In-Line Filters. More information is
available by calling mPhase Sales at 203.838.2741 or by writing to
info@mPhaseTech.com. More information may also be obtained by visiting the
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Company's web site at www.mPhaseTech.com.
                      ------------------

About Pliant Systems

Pliant Systems Inc. designs, manufacturers and markets integrated multi-service
access platforms for the telecommunications industry. The company provides
Incumbent Local Exchange Carriers (ILECs) and Competitive Local Exchange
Carriers (CLECs) with integrated access systems capable of delivering voice,
data and video services over diverse network topologies. The company's primary
product, the Pliant 3000 Integrated Access Platform, is designed to relieve the
strain on Digital Lop Carrier (DLC) systems caused by the Internet explosion,
utilizing a distributed architecture to deliver traditional telephony and
merging high-bandwidth services deep into the access network. The company's web
site is www.pliantsystems.com.
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Any statements contained in this press release that do not describe historical
facts may constitute forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Any forward-looking statements
contained herein are based on current expectations, but are subject to a number
of risks and uncertainties. The factors that could cause actual future results
to differ materially from current expectations include the following:
competition of the purchase of Pliant System's assets, the final sales price,
the timing of approval by the Bankruptcy Court, the closing of the purchase and
others. However, the outcome of forward-looking statements are beyond the
ability of the company to control and in many cases could cause actual results
to differ materially from those indicated by the forward-looking statements. The
company's Form 10-K, 10-Qs and other documents on file with the Securities and
Exchange Commission identify important factors that could cause actual results
to differ materially from those indicated by forward-looking statements. The
company undertakes no obligation to update any forward-looking statements as a
result of new information, future events or otherwise, unless required by law.

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Contact:
mPhase Technologies, Inc.
Michael N D Meek
203.854.1343
michaelmeek@mphasetech.com
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 or
Pliant Systems
John Autrey
919.405.4780
JAutrey@pliantsystems.com
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