UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM 10-Q



(Mark One)

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



For the quarterly period ended October
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) |  | (I.R.S. Employer 
Identification No.)
|                                                                |  |                                      
|                                                                |  |                                      
|3463 Magic Drive, Suite 202 San Antonio, Texas                  |  | 78229                                
|(Address
    of Principal Executive Offices)                    |  | (Zip Code)                           



(210) 614-7240

(Registrant’s
Telephone Number, Including Area Code)



11767 Katy Freeway, Suite 830

Houston, Texas 77079

(281) 496-0540

(Former name, former address and former
fiscal year, if changed since last report)



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 x  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). Yes  ̈  No 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. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.:



|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).

Yes  ̈  No x



Indicate the number
of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.



|Number of Shares | Class Common Stock | As of            
|---------------- | ------------------ | -----------------
|1,985,635        | $0.001
par value   | December 21, 2012













DIGERATI TECHNOLOGIES,
INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED OCOTBER 31, 2012



INDEX



|PART I-- FINANCIAL INFORMATION |                                                                                      
|------------------------------ | -------------------------------------------------------------------------------------
|                               |                                                                                      
|Item 1.                        | Financial Statements                                                                 
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4.                        | Control and Procedures                                                               
|                               |                                                                                      
|PART II-- OTHER INFORMATION    |                                                                                      
|                               |                                                                                      
|Item 1.                        | Legal Proceedings                                                                    
|Item 1A.                       | Risk Factors                                                                         
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3.                        | Defaults Upon Senior Securities                                                      
|Item 5.                        | Other Information                                                                    
|Item 6.                        | Exhibits                                                                             
|                               |                                                                                      
|SIGNATURES                     | 15                                                                                   





2







DIGERATI TECHNOLOGIES, INC.



CONTENTS



|PAGE 4     |  | CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2012 (UNAUDITED) AND AS OF JULY 31, 2012                                                                                       
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                                                                              
|PAGE 5     |  | CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2012 AND 2011, AND FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO OCTOBER 31, 2012 (UNAUDITED)
|           |  |                                                                                                                                                                              
|PAGE 6     |  | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
    ENDED OCTOBER 31, 2012 AND 2011 (UNAUDITED)                                                                   
|           |  |                                                                                                                                                                              
|PAGES 7-11 |  | NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)                                                                                                                          





3







PART 1. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)



|                                                                                            |  | October 31, |         |   | July 31, |  
|------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | -------- | -
|                                                                                            |  | 2012        |         |   | 2012     |  
|                                                                                            |  |             |         |   |          |  
|ASSETS                                                                                      |  |             |         |   |          |  
|CURRENT ASSETS:                                                                             |  |             |         |   |          |  
|Cash and cash equivalents                                                                   |  | $           | 1       |   |          | $
|Accounts receivable, net                                                                    |  |             | 16      |   |          |  
|Prepaid and other current assets                                                            |  |             | 14      |   |          |  
|Total current assets                                                                        |  |             | 31      |   |          |  
|                                                                                            |  |             |         |   |          |  
|LONG-TERM ASSETS:                                                                           |  |             |         |   |          |  
|Intangible assets, net of accumulated amortization of $65 and $61, respectively             |  |             | 85      |   |          |  
|                                                                                            |  |             |         |   |          |  
|Property and equipment, net                                                                 |  |             | 5       |   |          |  
|                                                                                            |  |             |         |   |          |  
|Total assets                                                                                |  | $           | 121     |   |          | $
|                                                                                            |  |             |         |   |          |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                       |  |             |         |   |          |  
|CURRENT LIABILITIES:                                                                        |  |             |         |   |          |  
|Accounts payable                                                                            |  | $           | 883     |   |          | $
|Accrued liabilities                                                                         |  |             | 295     |   |          |  
|Current portion of long term debt, net of unamortized discount of $14 and $28, respectively |  |             | 1,127   |   |          |  
|Derivative liability                                                                        |  |             | 59      |   |          |  
|Total current liabilities                                                                   |  |             | 2,364   |   |          |  
|                                                                                            |  |             |         |   |          |  
|LONG-TERM LIABILITIES:                                                                      |  |             |         |   |          |  
|Long term debt, net of current portion                                                      |  |             | -       |   |          |  
|10% Convertible debentures, net of unamortized discount of $66 and $67, respectively        |  |             | 9       |   |          |  
|Customer deposits                                                                           |  |             | 144     |   |          |  
|Total long-term liabilities                                                                 |  |             | 153     |   |          |  
|                                                                                            |  |             |         |   |          |  
|Total liabilities                                                                           |  |             | 2,517   |   |          |  
|                                                                                            |  |             |         |   |          |  
|Commitments and contingencies                                                               |  |             |         |   |          |  
|                                                                                            |  |             |         |   |          |  
|STOCKHOLDERS' DEFICIT:                                                                      |  |             |         |   |          |  
|Preferred stock, 16,063,000 shares authorized, none issued and  outstanding                 |  |             | -       |   |          |  
|Common stock, $0.001, 150,000,000 shares authorized, 147,258,499and 112,058,316             |  |             |         |   |          |  
|issued and outstanding, respectively                                                        |  |             | 147     |   |          |  
|Additional paid in capital                                                                  |  |             | 74,805  |   |          |  
|Accumulated deficit                                                                         |  |             | (77,349 | ) |          |  
|Other comprehensive income                                                                  |  |             | 1       |   |          |  
|Total stockholders' deficit                                                                 |  |             | (2,396  | ) |          |  
|Total liabilities and stockholders' deficit                                                 |  | $           | 121     |   |          | $



See accompanying notes to consolidated financial statements





4







DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)



|                                                                                       |  | Three months ended October 31, |          
|-------------------------------------------------------------------------------------- |  | ------------------------------ | ---------
|                                                                                       |  | 2012                           |          
|OPERATING REVENUES:                                                                    |  |                                |          
|Global VoIP services                                                                   |  | $                              | 141      
|Cloud-based hosted services                                                            |  |                                | 163      
|                                                                                       |  |                                |          
|Total operating revenues                                                               |  |                                | 304      
|                                                                                       |  |                                |          
|OPERATING EXPENSES:                                                                    |  |                                |          
|Cost of services (exclusive of depreciation and amortization)                          |  |                                | 209      
|Selling, general and administrative expense (exclusive of legal and professional fees) |  |                                | 166      
|Legal and professional fees                                                            |  |                                | 6        
|Depreciation and amortization expense                                                  |  |                                | 14       
|Total operating expenses                                                               |  |                                | 395      
|                                                                                       |  |                                |          
|OPERATING LOSS                                                                         |  |                                | (91      
|                                                                                       |  |                                |          
|OTHER INCOME (EXPENSE):                                                                |  |                                |          
|Gain derivative instruments and disposal of fixed assets                               |  |                                | 88       
|Loss on debt extinguishment                                                            |  |                                | (14      
|Interest expense                                                                       |  |                                | (131     
|Total other income (expense)                                                           |  |                                | (57      
|                                                                                       |  |                                |          
|NET LOSS                                                                               |  |                                | (148     
|                                                                                       |  |                                |          
|LOSS PER SHARE - BASIC AND DILUTED                                                     |  | $                              | (0.08    
|                                                                                       |  |                                |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED                         |  |                                | 1,848,635



See accompanying notes to consolidated
financial statements





5







DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands, except per share amounts)



|                                                                        |  | Three months ended October 31, |     
|----------------------------------------------------------------------- |  | ------------------------------ | ----
|                                                                        |  | 2012                           |     
|                                                                        |  |                                |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |  |                                |     
|Net loss                                                                |  | $                              | (148
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                |     
|Gain on debt extinguishment                                             |  |                                | 14  
|Gain on disposal of fixed assets                                        |  |                                | (32 
|Gain derivative instruments                                             |  |                                | (56 
|Depreciation and amortization                                           |  |                                | 14  
|Amortization of deferred financing fees                                 |  |                                | -   
|Amortization of debt discount                                           |  |                                | 84  
|Issuance of stock option for services                                   |  |                                | 20  
|Issuance of warrants for services                                       |  |                                | 3   
|Changes in operating assets and liabilities:                            |  |                                |     
|Accounts receivable                                                     |  |                                | (6  
|Prepaid expenses and other current assets                               |  |                                | 5   
|Accounts payable                                                        |  |                                | 14  
|Accrued liabilities                                                     |  |                                | 67  
|Customer deposits                                                       |  |                                | 20  
|Net cash (used in) / provided by operating activities                   |  |                                | (1  
|                                                                        |  |                                |     
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |  |                                |     
|Purchases of property & equipment                                       |  |                                | -   
|Net cash used in investing activities                                   |  |                                | -   
|                                                                        |  |                                |     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   |  |                                |     
|Payments on debt                                                        |  |                                | -   
|Proceeds from convertible debt                                          |  |                                | -   
|Net cash used in financing activities                                   |  |                                | -   
|                                                                        |  |                                |     
|CHANGE IN CASH AND CASH EQUIVALENTS                                     |  |                                | (1  
|CASH AND CASH EQUIVALENTS, beginning of period                          |  |                                | 2   
|                                                                        |  |                                |     
|CASH AND CASH EQUIVALENTS, end of period                                |  | $                              | 1   
|                                                                        |  |                                |     
|SUPPLEMENTAL DISCLOSURES:                                               |  |                                |     
|Cash paid for interest                                                  |  | $                              | -   
|                                                                        |  |                                |     
|NON-CASH INVESTING AND FINANCING TRANSACTIONS                           |  |                                |     
|Accrued interest added to debt principal                                |  | $                              | 29  
|Property and equipment purchased on account                             |  | $                              | -   
|Property and equipment exchanged for debt                               |  | $                              | 121 
|Common Stock issued for debt                                            |  | $                              | 55  



See accompanying notes to consolidated financial statements





6







DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 1 – BASIS OF PRESENTATION



The accompanying unaudited
interim consolidated financial statements of Digerati Technologies, Inc. ("Digerati" or the "Company") have
been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the
United States Securities and Exchange Commission. In the opinion of management, these interim financial statements contain all
adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results
of operations for the interim periods presented. The results of operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate
the disclosure contained in the audited financial statements for the most recent fiscal year ended July 31, 2012, as reported in
Form 10-K filed on November 13, 2012, have been omitted.



NOTE 2 – GOING CONCERN



Digerati’s consolidated
financial statements for the quarter ended October 31, 2012 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities in the normal course of business. Digerati has incurred net losses and
has accumulated a deficit of approximately $77,349,000 and a working capital deficit of approximately $2,333,000.



Management believes
that current available resources will not be sufficient to fund the Company’s operations over the next 12 months. The Company’s
ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising
additional capital or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding,
the Company will seek to raise such additional funding from various possible sources, including the public equity market, private
financings, sales of assets, collaborative arrangements and debt. If the Company raises additional capital through the issuance
of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have
rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises
additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other
restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company
may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise
additional funds, or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be
unable to execute its business plan, the Company could be required to delay or reduce the scope of its operations, and the Company
may not be able to pay off its obligations, if and when they come due.



These factors create
substantial doubt about Digerati's ability to continue as a going concern. These consolidated financial statements do not include
any adjustments relating to the recoverability or classification of recorded assets and liabilities or other adjustments that may
be necessary should the Company not be able to continue as a going concern.



The ability of Digerati
to continue as a going concern is dependent on Digerati generating cash from the sale of its common stock or obtaining debt financing
and attaining future profitable operations. Management's plans include selling its equity securities and obtaining debt financing
to fund its capital requirement and ongoing operations; however, there can be no assurance Digerati will be successful in these
efforts.



NOTE 3 – DEBT(See
Note 8, issuance of common shares and warrants do not reflect the reverse split effective as of November 16, 2012.)



At October 31, 2012 and July 31, 2012, outstanding
debt consisted of the following: (In thousands, except per share amounts).





7







Outstanding debt consisted of the
following: (In thousands)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | October 31, |        |   | July 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------ | - | -------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 2012        |        |   | 2012     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Alfonso Torres, payable upon
    maturity, bearing interest of 6.00% per annum, maturing July 31, 2012, unsecured. (See details below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | $           | 397    |   |          | $
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Vantage Bank
    payable in monthly installments, bearing interest at 8.00% per annum, maturing December 29, 2011, collateralized by
    Digerati's assets. (See details below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |             | 13     |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to ATV Texas
    Ventures IV payable in monthly installments, bearing interest at 12.00% per annum, maturing October 10, 2012, collateralized
    by Digerati's assets. (See details below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |             | 122    |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Recap
    Marketing & Consulting LLP, bearing interest at 3% per annum, maturing October 1, 2010. If     the note is not
    extinguished by the maturity date, the note may be converted to Digerati's common stock     at a rate per     share mutually
    agreeable by the parties, however, if converted; the company will issue  no more than     1,666,666     common
    shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |             | 21     |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to ATVF II
    payable in monthly installments, bearing interest at 12% for the first year and 18% during the second year, maturing January
    10, 2013, collateralized by Digerati's assets. (See details below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |             | 154    |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to ATVF II
    payable in monthly installments, bearing interest at 16% for the first year and 18% during the second year, maturing May 10,
    2013, collateralized by Digerati's assets. (See details below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |             | 186    |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Thermo
    Credit, LLC.,  interest payment for the first twenty-three months with a balloon payment on the twenty-fourth     month,
    maturing August 2, 2012, collateralized by Digerati's accounts receivable. Bearing an     annual interest rate     equivalent
    to the lesser of the maximum rate and the greater of the prime rate plus 8.25%     or 11.5%,     a commitment fee     of 2%
    and weekly monitoring fee of .05%. Digerati is required to     maintain the following     financial     covenants: 1) A
    consolidated debt service coverage ratio, for the 12-month     period, of     not less than 1.0 as     of the     last day
    of     each quarter and 2) A consolidated operating income, for the 12-month     period, of     not less than     zero     as
    of the     last day of each fiscal year. (See details below) |  |             | 228    |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Asher
    Enterprises, Inc., bearing interest at 8% per annum, maturing October 23, 2012. The holder has the option to     convert the
    principal and accrued interest into Digerati's common shares at a price equal to the greater of 58% of the     average of the
    lowest three trading prices during the ten day trading period prior to conversion or $.00009, net     of debt     discount of
    $0 and $28, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                            |  |             | -      |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Note payable to Asher
    Enterprises, Inc., bearing interest at 8% per annum, maturing December 19, 2012. The holder has the option to     convert the
    principal and accrued interest into Digerati's common shares at a price equal to the greater of 58% of the     average of the
    lowest three trading prices during the ten day trading period prior to conversion or $.00009, net of debt     discount of $14
    and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                               |  |             | 6      |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             |        |   |          |  
|Total outstanding long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |             | 1,127  |   |          |  
|Current portion of long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |             | (1,127 | ) |          |  
|Long-term debt, net of current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | $           | -      |   |          | $



Digerati analyzed the
new notes issued to Asher for derivative accounting consideration and determined that the embedded conversion option qualify as
a derivative instrument, due to the variable conversion price. Therefore, as of the period ending October 31, 2012, the company
recognized a net debt discount of $13,842 associated to the Asher convertible note with a maturity date of December 19, 2012. Additionally,
the company recognized derivative liability of $23,793. Subsequent to the quarter ending October 31, 2012, the company paid $25,000
to Asher for the total outstanding debt and accrued interest.



During the quarter
ended October 31, 2012, the Company issued 35,200,183 common shares upon conversion of various notes in the principal amount of
$55,700.



On October 12, 2010,
three of the warrant holders exercised their put rights and as a result, the Company made payments to the related warrant holders
amounting to $75,000 which was charged to derivative liability and resulted in a remaining balance of $10,000 as of October 31,
2012. The Company cancelled the related warrants as a result of the payment made for the put rights.



On April 3, 2012, May
15, 2012 and June 21, 2012 the Company entered into three Convertible Debentures for $50,000. The holders can convert the debentures
into common stock at a rate of $0.03. Additionally, the Company issued 1,000,000 warrants at an exercise price of $0.03 to the
debenture holders. Digerati analyzed the debentures for derivative accounting consideration and determined that the warrants qualify
as a derivative instrument, due to the exercise price adjustment provision. Therefore, as of the period ending October 31, 2012,
the company recognized a net debt discount of $43,771. Additionally, the Company recognized derivative liability of $1,961 for
the warrants.





8







On May 2, 2012, the
Company entered into a consulting agreement and issued a Convertible Debentures for $25,000. The holder can convert the debentures
into common stock at a rate of $0.03. Additionally, the Company issued 500,000 warrants at an exercise price of $0.03 to the debenture
holder. Digerati analyzed the debentures for derivative accounting consideration and determined that the warrants qualify as a
derivative instrument, due to the exercise price adjustment provision. Therefore, as of the period ending October 31, 2012, the
company recognized a net debt discount of $22,055. Additionally, the Company recognized derivative liability of $980 for the warrants.



As of October 31, 2012,
the Company was in default of its notes with Vantage Bank Texas, National Association (formerly San Antonio National Bank) and
Thermo Credit, LLC due to its failure to meet certain debt covenant ratios.



The Company was able
to obtain a waiver until July 31, 2012 from Vantage Bank for such defaults. On July 5, 2012, Vantage Bank filed a lawsuit in Bexar
County, Texas against the Company for failure to pay the remaining indebtedness. On November 29, 2012, the Company reached an "agreed
judgment" with Vantage Bank for $18,796; the Company is expected to pay this judgment over a period of 24 months.



On April 18, 2012,
the Company entered into a forbearance agreement with Thermo Credit, LLC, in which the lender agreed to temporarily forbear the
defaults under the promissory note. The Company is currently negotiating the extension of the promissory note with Thermo Credit,
as of the date of this filing no agreement has been reached. At this time we can not predict the terms or when the final agreement
will be executed, also we can not predict the impact of the agreement to the ongoing operations. Additionally during
the quarter ended October 31, 2012, the Company agreed to transfer its right to some equipment to Thermo Credit, LLC, as a result
the debt to Thermo Credit, LLC, was reduced by $121,000.



As of the date of this
filing, the Company is in default of its notes with Alfonso Torres and Recap Marketing and Consulting LLP. The Company is currently
negotiating the extension of the promissory notes with these lenders, as of the date of this filing no agreement has been reached.
At this time we can not predict the terms or when the final agreement will be executed, also we can not predict the impact of the
agreement to the ongoing operations.



NOTE 4 – STOCK-BASED COMPENSATION



In September 2005,
Digerati adopted its 2005 stock compensation plan. This plan, as amended, authorizes the grant of up to 17.5 million warrants,
stock options, restricted common shares, non-restricted common shares and other awards to employees, Directors, and certain other
persons. The plan is intended to permit Digerati to retain and attract qualified individuals who will contribute to the overall
success of Digerati. Digerati’s Board of Directors determines the terms of any grants under the plan. Exercise prices of
all warrants, stock options and other awards vary based on the market price of the shares of common stock as of the date of grant.
The warrants, stock options, restricted common stock, non-restricted common stock and other awards vest based on the terms of the
individual grant.

During the three months
ended October 31, 2012, Digerati did not issue any stock-based awards to employees.



As of October 31, 2012,
Digerati had 14,514,000 outstanding options with a weighted average exercise price of $0.046, a weighted average remaining term
of 5.4 years and an intrinsic value of zero. (See Note 8, options have not been adjusted to reflect the reverse split effective
as of November 16, 2012.)



Digerati recognized
approximately $20,000 and $10,000 in stock based compensation expense to employees and consultants during the quarters ended October
31, 2012 and 2011, respectively. Unamortized compensation cost totaled $131,910 and $33,825 at October 31, 2012 and October 31,
2011, respectively.



NOTE 5 – WARRANTS



On September 28, 2012,
Digerati issued 1,500,000 warrants to various consultants for services, the warrants vest equally during the first six months of
services. The warrants have a term of 5 years, with an exercise price of $0.01. At time of issuance the company recognized approximately
$3,000 in warrant expense using Black-Scholes valuation.



The fair market value of all warrants issued
during the quarter ended October 31, 2012 was determined using the Black-Scholes option pricing model which used the following
assumptions:



|Expected dividend yield         | 0.00% |          
|------------------------------- | ----- | ---------
|Expected stock price volatility |       | 257.74%  
|Risk-free interest rate         |       | 0.74%    
|Expected term                   |       | 5.0 years



9







A summary of the warrants as of October
31, 2012 andthe changes during the quarter ended October 31, 2012
arepresented below:



|                                |  |          |            |  |                  |  |      | Weighted-average      | 
|------------------------------- |  | -------- | ---------- |  | ---------------- |  | ---- | --------------------- | 
|                                |  |          |            |  | Weighted-average |  |      | remaining contractual | 
|                                |  | Warrants |            |  | exercise price   |  |      | term (years)          | 
|                                |  |          |            |  |                  |  |      |                       | 
|Outstanding at July 31, 2012    |  |          | 12,355,662 |  |                  |  | 0.04 |                       | 
|Granted                         |  |          | 1,500,000  |  |                  |  | 0.01 |                       | 
|Exercised                       |  |          | -          |  |                  |  | -    |                       | 
|Forfeited and cancelled         |  |          | -          |  |                  |  | -    |                       | 
|Outstanding at October 31, 2012 |  |          | 13,855,662 |  |                  |  | 0.04 |                       | 
|Exercisable at October 31, 2012 |  |          | 13,855,662 |  |                  |  | 0.04 |                       | 



As of October 31, 2012,
Digerati had outstanding warrants totaling 13,855,662 with a weighted average exercise price of $0.04, a weighted average remaining
term of 4.3 years and an intrinsic value of zero. (See Note 8, warrants have not been adjusted
to reflect the reverse split effective as of November 16, 2012.)



NOTE 6 – EQUITY



During
the quarter ended October 31, 2012, Digeratiissued 35,200,183 common shares to a creditor for the conversion of $55,700
of debt into common stock. (See Note 3)



NOTE 7 – FINANCIAL INSTRUMENTS
AND FAIR VALUE MEASUREMENTS



The carrying value
of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values because
of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit
risks arising from these financial instruments.



Fair value is defined
as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation
techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company
utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable.



| | ● | Level 1 — Quoted prices in active markets for identical
assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving
identical assets.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Level 3 — Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table
presents the derivative financial instruments, measured and recorded at fair value on the Company’s consolidated balance
sheets on a recurring basis, and their level within the fair value hierarchy as of October 31, 2012:



|                                         |  | Amount |        |  | Level 1 |   |   | Level 2 |  |   | Level 3 | 
|---------------------------------------- |  | ------ | ------ |  | ------- | - | - | ------- |  | - | ------- | 
|Embedded conversion derivative liability |  | $      | 37,000 |  |         | $ | - |         |  | $ | -       | 
|Warrant derivative liabilities           |  |        | 22,000 |  |         |   | - |         |  |   | -       | 
|                                         |  | $      | 59,000 |  |         | $ | - |         |  | $ | -       | 



The following table provides a summary
of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair
value on a recurring basis using significant unobservable inputs:



|Balance at July 31, 2012                                       |  | $ | 94,000  |  
|-------------------------------------------------------------- |  | - | ------- | -
|Settlement of derivative liability due to conversion of debt   |  |   | (18,000 | )
|Unrealized derivative gains included in other income (expense) |  |   | (17,000 | )
|Balance at October 31, 2012                                    |  | $ | 59,000  |  





10







NOTE 8 – SUBSEQUENT
EVENTS



On November 6, 2012
Digerati entered into a split exchange agent agreement with American Stock Transfer & Trust Company, LLC (the “Exchange
Agent”). Under the agreement, Digerati instructed its Exchange Agent to issue one (1) post-split share of Common Stock (“New
Shares”) for every one hundred and fifteen (115) shares of pre-split Common Stock (“Old Shares”) presented to
it for exchange. Additionally, fractional shares were rounded up to the next one hundred (100) shares of Common Stock. The Reverse
Split became effective as of 5:00 P.M., New York City time, on November 16th, 2012. The Exchange Agent mailed a letter
of transmittal to its stockholders of record as of the effectiveness of the Reverse Split.



On November 15, 2012
Digerati entered into an Agreement and Plan of Reorganization (the "Agreement") by and among Waste Deep, Inc., a Nevada
corporation ("Waste Deep"), and the holders of securities of Waste Deep ("Securityholders"). As a result, Digerati
will own 100% of the voting stock of Waste Deep which will change its name to a name selected by the management of Waste Deep.
The Reorganization was approved by the shareholders of Waste Deep.



On November 26, 2012
Digerati completed the transaction anticipated in the definitive Agreement and Plan of Reorganization for a business combination
via the acquisition of 100% of the outstanding equity interests of Waste Deep, Inc., by Digerati Technologies, Inc.



The Company’s
common stock continues to trade on the Over-the-Counter Market under the symbol "DTGID".



Under the Agreement
and Plan of Reincorporation, John R. Fleming and Murray R. Nye resigned from all offices and positions with Digerati. As a result,
Mr. John Howell was appointed Chief Executive Officer, President Secretary, and Chairman, and Director of the Company. Former officer,
Mr. Arthur Smith continued to serve as a director. Additionally the Sr. Vice President of Finance & Controller was appointed
as Chief Financial Officer of the Company. Subsequently, Mr. Howell resigned from his position as Chief Executive Officer, President
Secretary, and Chairman, and Director of the Company. Mr. Arthur Smith was appointed as the Company’s Chief Executive Officer,
President Secretary, and Chairman of the Company.



Under the Agreement,
Digerati will enter into a new line of business. Therefore, the present operations of Digerati will be transferred into Shift8
Technologies, Inc., a newly organized Nevada corporation and wholly-owned subsidiary of Digerati. The present officers, directors
and management of Digerati will continue as the officers, directors, and management of Shift8 Technologies, Inc.



On November 29, 2012,
the Company reached an "agreed judgment" with Vantage Bank for $18,796; the Company is expected to pay this judgment
over a period of 24 months.



Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



This Quarterly Report on Form 10-Q contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. “Forward looking statements” are those statements that describe
management’s beliefs and expectations about the future. We have identified forward-looking statements by using words such
as “anticipate,” “believe,” “could,” “estimate,” “may,” “expect,”
”plan,” and “intend.” Although we believe these expectations are reasonable, our operations involve a number
of risks and uncertainties. Some of these risks include the availability and capacity of competitive data transmission networks
and our ability to raise sufficient capital to continue operations. Additional risks are included in our Annual Report on Form
10-K filed with the Securities and Exchange Commission on November 13, 2012.



The following is a
discussion of the consolidated financial condition and results of operations of Digerati for the three months ended October 31,
2012 and 2011. It should be read in conjunction with our Consolidated Financial Statements, the Notes
thereto, and the other financial information included in the Company’s Annual Report on Form 10-K for the year ended July
31, 2012. For purposes of the following discussion, fiscal 2013 or 2013 refers to the year ended July 31, 2013 and fiscal 2012
or 2012 refers to the year ended July 31, 2012.



Overview



We are an established
cloud telephony service provider meeting the global communication needs of businesses that are seeking simple, flexible, and cost
effective solutions. Unlike legacy phone systems, our telephony services are delivered Only in the Cloud...trademark,
or over the Internet, making service available to customers from anywhere Internet access is available. Our cloud-based telephony
technology makes traditional phone systems a thing of the past by eliminating the need for costly and complex premise-based phone
systems and delivering big business features at significant savings. Over the last 15 years, we have built a carrier grade network
with a global footprint that allows us to deliver our Only in the Cloud...trademarktelephony services to virtually every region of the world.





11







History



Digerati Technologies,
Inc., a Nevada corporation, was formed in 2004 as the successor to the business originally incorporated in 1994 as a Canadian holding
company, Latcomm International, Inc., with a Texas operating subsidiary, Latin America Telecomm, Inc. We operate through our wholly
owned subsidiary; Digerati Networks, Inc. Digerati is a premier global VoIP carrier providing international communication services
that consist primarily of transporting voice traffic across the world via the Internet.



Sources
of Revenue and Direct Cost



Sources of revenue:



Global
VoIP Services:We currently provide VoIP communication services to U.S. and foreign telecommunications companies
that lack transmission facilities, require additional capacity or do not have the regulatory licenses to terminate traffic in Mexico,
Asia, the Middle East and Latin America. Typically, these telecommunications companies offer their services
to the public for domestic and international long distance services



Cloud-based
hosted Services: We provideenhanced VoIP services to resellers and enterprise customers. The service include fully
hosted IP/PBX services, IP trunking, call center applications, prepaid services, interactive voice response auto attendant, call
recording, simultaneous calling, voicemail to email conversion, and multiple customized IP/PBX features in a hosted environment
for specialized applications.



Direct Costs:



Global VoIP Services:We incur transmission and termination charges from our suppliers and the providers of the infrastructure and network. The cost
is based on rate per minute, volume of minutes transported and terminated through the network. Additionally, we incur fixed Internet
bandwidth charges and per minute billing charges. In some cases we incur installation charges from certain carriers. These installation
costs are passed on to our customers for the connection to our VoIP network.



Cloud-based hosted
Services: We incur bandwidth and co-location charges in connection with enhanced VoIP Services. The bandwidth charges are incurred
as part of the connection between our customers to allow them access to our services.



Results of Operations



The following table
sets forth certain items included in our results of operations and variances between periods for the three months ended October
31, 2012 and 2011. All dollar amounts are in thousands.



|                                                                                       |  | Three months ended October 31, |     
|-------------------------------------------------------------------------------------- |  | ------------------------------ | ----
|                                                                                       |  | 2012                           |     
|OPERATING REVENUES:                                                                    |  |                                |     
|Global VoIP services                                                                   |  | $                              | 141 
|Cloud-based hosted services                                                            |  |                                | 163 
|                                                                                       |  |                                |     
|Total operating revenues                                                               |  |                                | 304 
|                                                                                       |  |                                |     
|Cost of services (exclusive of depreciation and amortization, shown below)             |  |                                | 209 
|Selling, general and administrative expense (exclusive of legal and professional fees) |  |                                | 166 
|Legal and professional fees                                                            |  |                                | 6   
|Depreciation and amortization expense                                                  |  |                                | 14  
|OPERATING LOSS                                                                         |  |                                | (91 
|                                                                                       |  |                                |     
|OTHER INCOME (EXPENSE):                                                                |  |                                |     
|Gain derivative instruments and disposal of fixed assets                               |  |                                | 88  
|Loss on debt extinguishment                                                            |  |                                | (14 
|Interest expense                                                                       |  |                                | (131
|Total other income (expense)                                                           |  |                                | (57 
|                                                                                       |  |                                |     
|NET LOSS                                                                               |  | $                              | (148



Three Months ended October 31, 2012 Compared to Three Months
ended October 31, 2011



Global VoIP Services.Global VoIP services revenue decreased by $1,882,000, or 93%, from the quarter ended October 31, 2011 to the quarter ended
October 31, 2012. Global VoIP minutes carried by our network decreased by 80% from approximately 43,346,000 minutes of voice traffic
during the quarter ended October 31, 2011 to approximately 8,478,000 minutes of voice traffic during the quarter ended October
31, 2012. Our average revenue per minute decreased from $0.0467 during the quarter ended October 31, 2011 to $0.0166 for the quarter
ended October 31, 2012. The decrease in revenue is attributable primarily to the price pressure in our industry due to a reduction
of international termination and the overall reduction in the number of carriers connected to our network.



Cloud-based
hosted Services. Cloud-based hosted services revenue increased by $108,000, or 196%, from the quarter ended October 31, 2011
to the quarter ended October 31, 2012. The increase in revenue between periods is primarily attributed to the increase in customers
that are generating significant monthly recurring hosted services revenue. Hosted services include fully hosted IP/PBX services,
IP trunking, call center applications, prepaid services, interactive voice response auto attendant, call recording, simultaneous
calling, voicemail to email conversion, SIP trunking and multiple other IP/PBX features in a hosted environment.



Cost of Services
(exclusive of depreciation and amortization). The consolidated cost of services decreased by $1,727,000 or 89%, from the quarter
ended October 31, 2011 to the quarter ended October 31, 2012. The decrease in cost of services is a direct correlation to the decrease
in Global VoIP services revenue. Cost of services, as a percentage of revenue decreased by 24.42% between periods, from 93.17%
of revenue during the quarter ended October 31, 2011 to 68.75% of revenue during the quarter ended October 31, 2012. The decrease
in cost of services as a percentage of revenue was due to the decrease in costs from our vendors realized during the period ended
October 31, 2012. Additionally, our cloud-based hosted services yield higher margin for services provided to call centers and enterprise
customers.



Selling, General
and Administrative (SG&A) Expenses (exclusive of legal and professional fees).SG&A expenses decreased by $85,000,
or 34%, from the quarter ended October 31, 2011 to the quarter ended October 31, 2012. The decrease in SG&A between periods
is attributable to the cost reduction measures undertaken during the last twelve months, including reducing our headcount between
periods by approximately 40%, reduction in salaries and reduction in general expenses in order to realign our current operations.





12







Legal and professional
fees. Legal and professional fees decreased by $43,000, or 88%, from the quarter ended October 31, 2011 to the quarter ended
October 31, 2012. The decrease is attributable to the cost reduction measures undertaken during the last twelve months, including
reduction in accounting fees, SEC fees and investor relations fees.



Depreciation and
amortization. Depreciation and amortization decreased by $13,000 or 48%, from the quarter ended October 31, 2011 to the quarter
ended October 31, 2012. The decrease is as a result of most of the fixed assets reaching its depreciable value during the quarter.



Operating loss.
The Company reported an operating loss of $91,000 for the three months ended October 31, 2012 compared to an operating loss of
$185,000 for the three months end October 31, 2011. The improvement in operating loss between periods is primarily attributed to
the decrease in SG&A of $85,000, the decrease in legal and professional fees of $43,000 and the decrease in depreciation and
amortization expense of $13,000



Other income (expense).
Other expenses increased by $15,000, or 36% from the quarter ended October 31, 2011 to the quarter ended October 31, 2012. The
primary reason for the increase in other expenses is attributed to the increase of $89,000 in interest expense between periods;
the increase in interest expenses is related to the additional interest expense incurred in our current debt as a result of not
making any payments to the debt holders during the quarter ended October 31, 2012.



Net Loss. Net
loss improved by $79,000 from the quarter ended October 31, 2011 to the quarter ended October 31, 2012. The improvement in net
loss between periods is primarily attributed to the decrease in SG&A of $85,000, the decrease in legal and professional fees
of $43,000 and the decrease in depreciation and amortization expense of $13,000.



Liquidity and Capital Resources



Cash Position:
We had a cash balance of $1,000 as of October 31, 2012. Net cash consumed by operating activities during the three months ended
October 31, 2012 was approximately $1,000. We did not generate or consumed any cash in investing and financing activities during
the quarter ended October 31, 2012. Overall, our net operating, investing and financing activities during the three months ended
October 31, 2012 consumed $1,000 of our available cash.



We currently have no
commitments, understandings or arrangements for any additional working capital. If we are unable to secure additional financing
to cover our operating losses until breakeven operations can be achieved we may not be able to continue as a going concern. We
are not aware of any trends, events or uncertainties that have a material impact upon our short-term or long-term liquidity.



As
described elsewhere herein, we do not have sufficient funds to pay our ongoing operating expenses, or to pay our current liabilities
which are approximately $2,364,000. We estimate that we may require approximately $500,000 over the next twelve (12) months of
additional working capital to fund our ongoing operations and meet our obligations with our lenders. Additionally, we haveaccumulated
a deficit of approximately $77,349,000 and a working capital deficit of approximately $2,333,000, which raises substantial doubt
about the Company’s ability to continue as a going concern.



Item 3. Quantitative and Qualitative Disclosures About Market
Risks.



Smaller reporting companies are not required
to provide the information required by this item.



Item 4. 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 effective as of October 31, 2012.



Changes in
Internal Control over Financial Reporting



There were no changes
in our internal control over financial reporting during the three months ended October 31, 2012 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.





13







PART II - OTHER INFORMATION



Item 1.       Legal Proceedings.



We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse
effect.



Item 1A.    Risk Factors



Smaller reporting companies are not required to provide the
information required by this item.



Item 2.       Unregistered
Sales of Equity Securities and Use of Proceeds



During the quarter ended October
31, 2012, Digeratiissued 35,200,183 common shares to a creditor for the conversion of $55,700 of debt into common
stock.



Item 3.       Defaults Upon
Senior Securities.



None.



Item 5.       Other Information.



|Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
|--------- | -------------------------------------------------------------------------------------------------------------------------------------------------



Resignation of John Howell as Chief Executive Officer



Effective as of December 23, 2012, Mr.
John Howell has resigned as the Chief Executive Officer, President, Secretary, Chairman and Director of the Company.



Appointment of Arthur L. Smith as Chief Executive Officer



Effective
as of December 23, 2012, the board of directors (the “Board”) of the Company unanimously appointed Mr. Arthur L. Smith
as Chief Executive Officer, President, Secretary, and Chairman of the Company.



Arthur L. Smith, 48,previously
served as our Chief Executive Officer and Director from May 2003 to November 2012. Art has over 20 years of specialized experience
in technology and global telecommunications. As founder of Digerati Technologies, Inc., he held various positions within the company,
including Chairman and CEO from June 1996 through July 2002 and President of the company's Mexican subsidiary from August 2002
through April 2003. He is also co-founder and former Chairman of Globalscape, Inc. (NYSE: GSB), a leading provider of Internet-based
information exchange solutions and previous wholly-owned subsidiary of Digerati. Prior to founding Digerati Technologies, Inc.
in 1994, he was the Director of International Sales for GeoComm Partners, Inc., an international telecommunications firm providing
satellite network services to Fortune 500 corporations. Art is frequently invited to speak or serve on panels at professional
and trade events related to the global telecommunications industry such as Simposio Annual ASISAT 2001 organized by the Asociación
de la Industria Satelital Mexicana and the Latin America Telecommunications Conference 2002 organized by the North Texas Global
Telecommunications Society. He attended the University of Texas-Pan American.



Family Relationships



There are no family relationships between any of the Company’s
directors or officers and Mr. Smith.



Related Party Transactions



There are no related party transactions reportable under Item
5.02 of Form 8-K or Item 404(a) of Regulation S-K.





14







ITEM
6. EXHIBITS



|Exhibit
        Number |  | Exhibit Title                                                                                                                                         
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                       
|31.1                   |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                       |  |                                                                                                                                                       
|31.2                   |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                       |  |                                                                                                                                                       
|32.1                   |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|                       |  |                                                                                                                                                       
|32.2                   |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





In accordance with SEC Release 33-8238,
Exhibit 32.1 and 32.2 are being furnished and not filed.



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 thereunto duly authorized.



|                        |  | DIGERATI TECHNOLOGIES, INC.
|----------------------- |  | ---------------------------
|                        |  | (Registrant)               
|                        |  |                            
|                        |  |                            
|Date: December 24, 2012 |  | By:                        
|                        |  | Name:                      
|                        |  | Title:                     
|                        |  |                            
|                        |  |                            
|                        |  |                            
|Date: December 24, 2012 |  | By:                        
|                        |  | Name:.                     
|                        |  | Title:                     
|                        |  |                            





15