Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Kodumudi Venkat Jayaraman	2. Date of Event Requiring Statement (MM/DD/YYYY) 5/17/2021	3. Issuer Name and Ticker or Trading Symbol MPHASE TECHNOLOGIES, INC. [XDSL]
(Last)        (First)        (Middle) C/O MPHASE TECHNOLOGIES, INC.,, 9841 WASHINGTONIAN BOULEVARD, #390	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                          _____ 10% Owner ___X___ Officer (give title below)        _____ Other (specify below) Chief Operating Officer /
(Street) GAITHERSBURG, MD 20878       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	500000 (1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1)

Pursuant to the terms of the employment agreement, by and between Mr. Venkat and the Issuer, on May 17, 2021 (the "Effective Date"), Mr. Venkat was granted 500,000 restricted stock units of the Issuer's common stock (the "RSUs"), with the RSUs vesting as follows: (i) 125,000 RSUs shall vest on the one year anniversary of the Effective Date; (ii) 125,000 RSUs shall vest on the second year anniversary of the Effective Date; (iii) 125,000 RSUs shall vest on the third year anniversary of the Effective Date; and (iv) 125,000 RSUs shall vest on the fourth year anniversary of the Effective Date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kodumudi Venkat Jayaraman C/O MPHASE TECHNOLOGIES, INC., 9841 WASHINGTONIAN BOULEVARD, #390 GAITHERSBURG, MD 20878			Chief Operating Officer

Signatures
/s/ Venkat Kodumudi		5/27/2021
**Signature of Reporting Person		Date