UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 2



(mark one)



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

For the fiscal year ended July 31, 2018

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 ofIncorporation or Organization) |  | (IRS EmployerIdentification No.)
|                                                              |  |                                 
|1600 NE Loop 410, Suite 126
        San Antonio, Texas        |  | 78209                           
|(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-known seasoned
issuer, as defined in Rule 405 of the Securities Act.   ☐ Yes   ☒ No



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No



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. ☒ Yes ☐ No



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ 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. ☒



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | ☐                       | Accelerated filer         | ☐
|----------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer   | ☐                       | Smaller reporting company | ☒
|                        | Emerging growth company | ☐                        



If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No



The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer was $5,107,106 based on the closing price of $0.39 per share on January 31, 2018, as reported
on the over-the-counter bulletin board.



There were 13,095,143 shares of issuer’s Common Stock outstanding
as of November 12, 2018
















EXPLANATORY NOTE



We are filing this Amendment No. 2 on Form
10-K/A (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended July 31, 2018
(the “Form 10-K”), filed with the SEC on November 16, 2018 (“Original Filing Date”), of Digerati Technologies,
Inc. ("Digerati") solely for the purpose of amending and restating in its entirety Part II, Item 9A. to clarify that
our internal controls over financial reporting were not effective as of July 31, 2018.



No other changes have been made to the Form
10-K. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the
Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-K. Accordingly, this Amendment
No. 2 should be read in conjunction with the Original Filing.











INDEX










|PART II    |                         |  
|---------- | ----------------------- | -
|           |                         |  
|Item 9A.   | Controls and Procedures | 1
|           |                         |  
|SIGNATURES | 3                      















PART
II








|ITEM 9A. | CONTROLS
                                         AND PROCEDURES.
|-------- | -----------------------------------------------------------------



Evaluation
of Disclosure Controls and Procedures



In
accordance with Exchange Act Rules 13a-15 and 15a-15, we carried out an evaluation, under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were not effective as of July 31, 2018.



Management’s
Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended,
as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers
and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America and includes those policies and procedures that:



|● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    the assets of the company;                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                       
|● | Provide reasonable
    assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting
    principles generally accepted in the United States of America and that receipts and expenditures of the company are being
    made only in accordance with authorizations of management and directors of the company; and



|● | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
    assets that could have a material effect on the financial statements.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk.



As
of July 31, 2018, management assessed the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, management concluded that, during the period covered by this report; such internal controls over financial
reporting were not effective based on the COSO criteria. This was due to deficiencies that existed in the design or operation
of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to
be material weaknesses









The
matters involving internal controls and procedures that our management considered to be material weaknesses were:



| | 1. | We
                                         do not have sufficient segregation of duties within accounting functions, which is a
                                         basic internal control. We lack multiple levels of review over financial reporting. Due
                                         to our size and nature, segregation of all conflicting duties may not always be possible
                                         and may not be economically feasible. However, to the extent possible, the initiation
                                         of transactions, the custody of assets and the recording of transactions should be performed
                                         by separate individuals. Management evaluated the impact of our failure to have segregation
                                         of duties on our assessment of our disclosure controls and procedures and concluded that
                                         the controls deficiency and lack of multiple levels of review over financial reporting
                                         represented a material weakness;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | We
                                         identified deficiencies in the accounting for Purchase accounting, convertible debt derivative
                                         and complex equity transactions.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with
the review of our internal statements as of July 31, 2018.





Management's
Remediation Initiatives



In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to
initiate the following:



| | 1. | We
                                         plan to create a position to segregate duties consistent with controls objectives and
                                         to increase our personnel resources and technical accounting expertise within the accounting
                                         function. In addition, we intend to improve the supervision and training of our accounting
                                         personnel.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | We
                                         plan to implement better controls and procedures over the accounting for debt and equity
                                         instruments.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
are continuing our efforts to improve and strengthen our control processes and procedures to fully remedy these deficiencies.
Our management and directors will continue to work with our auditors and other outside advisors to ensure that our controls and
procedures are adequate and effective.



Changes
in internal controls over financial reporting



There
have been no other significant changes in our internal controls or in other factors that could significantly affect those controls
subsequent to the period covered by this report, as there has been no implementation to date of processes and/or procedures to
remedy internal control weaknesses and deficiencies.



Further,
subsequent to the period covered by the report, management plans to implement measures to remediate the material weaknesses in
internal control over financial reporting described above to the extent sufficient capital is available to do so. Specifically,
the CEO and CFO are seeking to improve communications regarding the importance of documentation of their assessments and conclusions
of their meetings, as well as supporting analyses. As our business grows, the Company plans to hire adequate accounting professionals
and it will continue its efforts to create an effective system of disclosure controls and procedures for financial reporting.



The
Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's
registered public accounting firm has not attested to management's reports on the Company's internal control over financial reporting.











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.
|-------------------- | ---------------------------
|                     | (Registrant)               
|                     |                            
|Date: April 26, 2019 | By:                        
|                     | Name:
        Title        



|                     |                    
|-------------------- | -------------------
|                     |                    
|                     |                    
|Date: April 26, 2019 | By:                
|                     | Name:
        Title





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