UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A



(mark one)



| | x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended July 31, 2012

or



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

For
the transition period from to



Commission File Number:
001-15687



DIGERATI TECHNOLOGIES,
INC.

(Exact
Name of Registrant as Specified in Its Charter)





|Nevada                                                         | 74-2849995                       
|-------------------------------------------------------------- | ---------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.)



|3463 Magic Drive, Suite
202              |           
|---------------------------------------- | ----------
|San Antonio, Texas                       | 78229     
|(Address of Principal Executive
Offices) | (Zip Code)





Registrant’s Telephone
Number, Including Area Code: (210) 614-7240



Securities registered pursuant to Section 12(b)
of the Act: NONE



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, Par
Value $0.001 Per Share

(Title of Class)



Indicate by check mark if the registrant is a well-know
seasoned issuer, as defined in Rule 405 of the Securities Act.



 ̈YesxNo



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

 ̈YesxNo





Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.xYes ̈No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).xYes ̈No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





|Large
accelerated filer  ̈ | Accelerated filer ̈          | 
|------------------------- | --------------------------- | 
|Non-accelerated filer ̈    | Smaller reporting
company x | 





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ̈
YesxNo



The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the issuer was $1,499,483 based on the closing
price of $0.01 per share on January 31, 2012, as reported on the over-the-counter bulletin board. There
were 149,948,268 shares of issuer’s Common Stock outstanding as of November 12, 2012.




















Explanatory Note



Digerati Technologies, Inc. (“the
Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Company’s Annual Report
on Form 10-K for the year ended July 31, 2012, filed with the Securities and Exchange Commission on November 13, 2012. Amendment
No. 1 is being filed to report that the Company is relying on Securities Exchange Act of 1934 Release No. 68224, November 14, 2012,
granting exemptions from specified provisions of the Exchange Act and certain rules thereunder.



The Form 10-K was due November 29, 2012
and was filed late because the company was unable to file its annual report on Form 10-K for the period ended July 31, 2012, within
the prescribed time period, because this filing required additional time to complete and incorporate in the Form 10-K which was
filed within the permitted extension time period.



This Amendment does not reflect events that
have occurred after the filing of the initial Form 10-K, and does not modify or update the disclosure therein in any way other
than as required to reflect the matters set forth herein. Pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, currently
dated certifications from our principal executive and principal financial officer are filed, as required by Section 302 of the
Sarbanes-Oxley Act of 2002.













SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                        | DIGERATI TECHNOLOGIES, INC. |                                      
|----------------------- | --------------------------- | -------------------------------------
|                        |                             |                                      
|Date:
November 15, 2012 | By:                         | /s/ Arthur L. Smith                  
|                        |                             | Arthur L. Smith                      
|                        |                             | President and Chief Executive Officer





Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacity and on the dates indicated.



|Signature                   |  | Title                                    |  | Date             
|--------------------------- |  | ---------------------------------------- |  | -----------------
|                            |  |                                          |  |                  
|/s/ Arthur L. Smith         |  | Principal Executive Officer and Director |  | November 15, 2012
|Arthur L. Smith             |  |                                          |  |                  
|                            |  |                                          |  |                  
|/s/ Antonio Estrada Jr.     |  | Principal Accounting
Officer             |  | November 15, 2012
|Antonio Estrada
        Jr. |  |                                          |  |                  
|                            |  |                                          |  |                  
|/s/ John R. Fleming         |  | Director                                 |  | November 15, 2012
|John R. Fleming             |  |                                          |  |                  
|                            |  |                                          |  |                  
|/s/ Murry R. Nye            |  | Director                                 |  | November 15, 2012
|Murray R. Nye               |  |                                          |  |