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): August 14, 2002


                            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
       Identification No.)                                        Incorporation)





                  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 August 14, 2002
regarding the notification to its shareholders of a delay in its rights
offering, a copy of which is attached as Exhibit 99.1 hereto. The press release
is incorporated herein by reference.

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:

                       99.1         Press Release, dated August 14, 2002, 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:  August 14, 2002






                                  EXHIBIT INDEX


Exhibit      Description
- -------      -----------

99.1         Press Release, dated August 14, 2002, of mPhase Technologies, Inc.

EX-99.1

                                                                    EXHIBIT 99.1


Press Release

       mPhase Notifies Its Shareholders of a Delay of Its Rights Offering

NORWALK, Conn., Aug 14, 2002 (BUSINESS WIRE) -- mPhase Technologies Inc. (OTCB:
XDSL), one of the leading designers of innovative solutions for the delivery of
broadcast digital television and high-speed data solutions over copper wires,
today announced that the consummation of its recently announced Rights Offering
will be delayed.

As discussed in the press release dated Aug. 7, 2002, on Aug. 7, 2002, mPhase
filed a registration statement with the Securities and Exchange Commission (SEC)
in connection with a rights offering to its existing shareholders. As is common,
the SEC has advised mPhase that it intends to review the registration statement.
Such review will delay the effectiveness of the registration statement for at
least 30 days.

As a result of this revised schedule, the registration statement will also have
to be amended to include the Company's financial statements and related
financial information for its fiscal year ended June 30, 2002, a process that
will require the completion and filing of the Company's annual report on Form
10-K for the year ended June 30, 2002. Following the filing of its Form 10-K and
completion of the SEC's review process, the Company intends to issue a press
release advising shareholders of the timing of and further details with respect
to the Rights Offering.

A registration statement relating to the rights and the common stock to be
offered in connection with the proposed rights offering has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective and will be made only by means of a
prospectus.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

About mPhase Technologies Inc.

mPhase Technologies Inc. operates three primary business segments:

o    The Company develops solutions for cost effectively and reliably
     transmitting broadcast digital television, high-speed Internet access and
     traditional telephone service over existing copper telephone lines via its
     flagship product, the Traverser(tm) Digital Video and Data Delivery System
     (DVDDS). The award-winning Traverser(tm) system enables service providers
     to simultaneously transmit up to 400 channels of MPEG-2 digital television
     programming via a NIP (Non-Internet Protocol)-based platform. As a result
     of its innovative design, the Traverser(tm) has the longest serviceable
     distance radius, is the most reliable and is the cost-effective solution
     for the delivery of video-over DSL.



o    mPhaseTelevision.net Inc. ("mPhaseTV") provides a turnkey digital
     television package, including basic, premium and pay-per-view programming
     to service providers utilizing video-over DSL (digital subscriber line).
     The comprehensive package offered by mPhase and mPhaseTV provides telcos
     with turnkey systems that couple technology with content, thereby enhancing
     their revenue opportunities, speeding time-to-market and allowing for
     additional revenues from near-video-on-demand, digital ad insertion and
     other sources.

o    mPhase offers a growing line of components utilized in the installation and
     testing of DSL, including the high-density POTS Splitter Shelf, Test Access
     Shelf, iPOTS(tm) (IntelligentPOTS Splitter Shelf), UniversalBypass and the
     recently introduced mPhaseStretch(tm). These products help all service
     providers lower the provisioning and operating costs associated with DSL.

More information is available at the mPhase Web site at www.mPhaseTech.com
(http://www.mPhaseTech.com), or by calling 877/674-2738. Investors may obtain
additional information and subscribe to investor services by referring to the
Investor Information section at the mPhase Web site or by calling Brittany
Raymond of the Investor Relations Department at 203/854-1348.

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:
fluctuations in customer demand; the Company's ability to manage its growth; the
risk of new product introductions and customer acceptance of new products; the
rapid technological change which characterizes the Company's markets; the risks
associated with competition; the risks associated with international sales as
the Company expands its markets; and the ability of the Company to compete
successfully in the future, as well as other risks identified in the Company's
Securities and Exchange Commission filings, including but not limited to those
appearing under the caption "Risk Factors" in the Company's 10-KSB and 10-QSB
federal filings.


CONTACT:mPhase Technologies Inc., Norwalk
Jennifer Silcott, 203/831-2208
Jsilcott@mphasetech.com