UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

Amendment No. 1



(Mark One)



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



For the quarterly period ended January 31, 2019



|☐ | 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 o Organization) |  | (IRS Employer Identification No.)



|1600 NE Loop 410, Suite 126
        San Antonio, Texas |  | 78209   
|------------------------------------------------------ |  | --------
|Address of Principal Executive Offices                 |  | Zip Code



|(210) 614-7240                                     | 
|-------------------------------------------------- | 
|Registrant’s telephone number, including area code | 



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 (§232.405
of this chapter) 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 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 number of shares outstanding of the registrant’s
Common Stock, $0.001 par value per share, as of March 18, 2019, was 18,029,798.
















EXPLANATORY NOTE

We
are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 2019 (the “Form 10-Q”) originally filed on March 18, 2019 (“Original
Filing Date”) of Digerati Technologies, Inc. ("Digerati") for the purpose of amending and restating in its entirety
Part I, Item 4. to amend the conclusion regarding the adequacy of Digerati's disclosure controls and procedures as of January
31, 2019.



No
other changes have been made to the Form 10-Q. 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-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.









INDEX




|            |                            
|----------- | ---------------------------
|PART I      |                            
|            |                            
|Item
    4. | Controls
    and Procedures
|            |                            
|SIGNATURES  | 2                          











Part
I






Item
4. Controls and Procedures.



(a)
Evaluation of Disclosure Controls and Procedures



In
connection with the preparation of this quarterly report on Form 10-Q for the quarter ended January 31, 2019, our Principal Executive
Officer ("PEO") and Principal Financial Officer ("PFO") evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our
disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information
required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have been detected.



(b)
Changes in Internal Controls over Financial Reporting



There
were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) or 15d-15(f) under the Securities
Exchange Act of 1934, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting, as there has been no implementation to date of processes
and/or procedures to remedy internal control weaknesses and deficiencies.













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





2