UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(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, 2016

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 355
        San Antonio, Texas                 |  | 78229                                       
|(Address of Principal Executive Offices)                               |  | (Zip Code)                                  



Registrant’s
Telephone Number, Including Area Code:(210) 775-0888



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 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 ☐



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 ☒



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



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. 	Yes
☒ No ☐



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:                                      |  | As
    of:           
|-------------------- |  | ------------------------------------------- |  | ---------------------
|                     |  | 5,234,165
    Common Stock $0.001 par value |  | February
    26, 2016


















DIGERATI
TECHNOLOGIES, INC.

QUARTERLY
REPORT ON FORM 10-Q

FOR
THE QUARTER ENDED JANUARY 31, 2016



INDEX



|PART
        I-- FINANCIAL INFORMATION |                                                                                          
|-------------------------------------- | -----------------------------------------------------------------------------------------
|                                       |                                                                                          
|Item 1.                                | Financial Statements (Unaudited)                                                         
|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                             | 18                                                                                       





2









DIGERATI
TECHNOLOGIES, INC.

CONTENTS



|PAGE 4     |  | CONSOLIDATED BALANCE SHEETS
    AS OF JANUARY 31, 2016 AND AS OF JULY 31, 2015  (UNAUDITED)                       
|---------- |  | ------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                   
|PAGE 5     |  | CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
    THREE AND SIX MONTHS ENDED JANUARY 31, 2016 AND 2015 (UNAUDITED)
|           |  |                                                                                                                   
|PAGE 6     |  | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
    SIX MONTHS ENDED JANUARY 31, 2016 AND 2015 (UNAUDITED)          
|           |  |                                                                                                                   
|PAGES 7-11 |  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                                            



3









PART
1. FINANCIAL INFORMATION



ITEM
1. FINANCIAL STATEMENTS



DIGERATI
TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS

(In
thousands, unaudited)



|                                                                                                                      |  | January 31, |         |   | July 31, |  
|--------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | -------- | -
|                                                                                                                      |  | 2016        |         |   | 2015     |  
|                                                                                                                      |  |             |         |   |          |  
|ASSETS                                                                                                                |  |             |         |   |          |  
|CURRENT ASSETS:                                                                                                       |  |             |         |   |          |  
|Cash and cash equivalents                                                                                             |  | $           | 9       |   |          | $
|Restricted cash                                                                                                       |  |             | 1,974   |   |          |  
|Accounts receivable, net                                                                                              |  |             | 2       |   |          |  
|Prepaid and other current assets                                                                                      |  |             | 8       |   |          |  
|Total current assets                                                                                                  |  |             | 1,993   |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|LONG-TERM ASSETS:                                                                                                     |  |             |         |   |          |  
|Intangible assets, net                                                                                                |  |             | 36      |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|Property and equipment, net                                                                                           |  |             | 4       |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|Total assets                                                                                                          |  | $           | 2,033   |   |          | $
|                                                                                                                      |  |             |         |   |          |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                 |  |             |         |   |          |  
|CURRENT LIABILITIES:                                                                                                  |  |             |         |   |          |  
|Accounts payable                                                                                                      |  | $           | 867     |   |          | $
|Accrued liabilities                                                                                                   |  |             | 2,938   |   |          |  
|Current portion of long term debt                                                                                     |  |             | -       |   |          |  
|Total current liabilities                                                                                             |  |             | 3,805   |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|LONG-TERM LIABILITIES:                                                                                                |  |             |         |   |          |  
|Customer deposits                                                                                                     |  |             | 138     |   |          |  
|Total long-term liabilities                                                                                           |  |             | 138     |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|Total liabilities                                                                                                     |  |             | 3,943   |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|Commitments and contingencies                                                                                         |  |             |         |   |          |  
|                                                                                                                      |  |             |         |   |          |  
|STOCKHOLDERS' DEFICIT:                                                                                                |  |             |         |   |          |  
|Preferred stock, 50,000,000 shares authorized, none issued and outstanding                                            |  |             | -       |   |          |  
|Common stock, $0.001, 150,000,000 shares authorized, 5,234,165 and 5,113,030 issued and
    outstanding, respectively |  |             | 5       |   |          |  
|Additional paid in capital                                                                                            |  |             | 75,656  |   |          |  
|Subscription receivable                                                                                               |  |             | -       |   |          |  
|Accumulated deficit                                                                                                   |  |             | (77,572 | ) |          |  
|Other comprehensive income                                                                                            |  |             | 1       |   |          |  
|Total stockholders' deficit                                                                                           |  |             | (1,910  | ) |          |  
|Total liabilities and stockholders' deficit                                                                           |  | $           | 2,033   |   |          | $



See
accompanying notes to consolidated financial statements



4







DIGERATI
TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF OPERATIONS

(In
thousands, except per share amounts, unaudited)



|                                                                                          |  | Three months ended
 January 31, |           |   | Six months ended
January 31, |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- | --------- | - | ---------------------------- | -
|                                                                                          |  | 2016                            |           |   | 2015                         |  
|OPERATING REVENUES:                                                                       |  |                                 |           |   |                              |  
|Global VoIP services                                                                      |  | $                               | 9         |   |                              | $
|Cloud-based hosted services                                                               |  |                                 | 48        |   |                              |  
|                                                                                          |  |                                 |           |   |                              |  
|Total operating revenues                                                                  |  |                                 | 57        |   |                              |  
|                                                                                          |  |                                 |           |   |                              |  
|OPERATING EXPENSES:                                                                       |  |                                 |           |   |                              |  
|Cost of services (exclusive of depreciation and amortization)                             |  |                                 | 40        |   |                              |  
|Selling, general and administrative expense                                               |  |                                 | 337       |   |                              |  
|Legal and professional fees                                                               |  |                                 | 54        |   |                              |  
|Bad debt                                                                                  |  |                                 | -         |   |                              |  
|Depreciation and amortization expense                                                     |  |                                 | 5         |   |                              |  
|Total operating expenses                                                                  |  |                                 | 436       |   |                              |  
|                                                                                          |  |                                 |           |   |                              |  
|OPERATING LOSS                                                                            |  |                                 | (379      | ) |                              |  
|                                                                                          |  |                                 |           |   |                              |  
|OTHER INCOME (EXPENSE):                                                                   |  |                                 |           |   |                              |  
|Gain (loss) derivative instruments and disposal of fixed assets                           |  |                                 | -         |   |                              |  
|Gain (loss) on debt extinguishment                                                        |  |                                 | -         |   |                              |  
|Interest income (expense)                                                                 |  |                                 | -         |   |                              |  
|Total other income (expense)                                                              |  |                                 | -         |   |                              |  
|                                                                                          |  |                                 |           |   |                              |  
|NET LOSS ATTRIBUTED TO DIGERATI TECHNOLOGIES, INC.                                        |  | $                               | (379      | ) |                              | $
|                                                                                          |  |                                 |           |   |                              |  
|LOSS PER SHARE - BASIC AND DILUTED ATTRIBUTED TO DIGERATI TECHNOLOGIES, INC. SHAREHOLDERS |  | $                               | (0.07     | ) |                              | $
|                                                                                          |  |                                 |           |   |                              |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED                            |  |                                 | 5,154,684 |   |                              |  



See
accompanying notes to consolidated financial statements





5







DIGERATI
TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(In
thousands, unaudited)



|                                                                                               |  | Six months ended 
January 31, |       
|---------------------------------------------------------------------------------------------- |  | ----------------------------- | ------
|                                                                                               |  | 2016                          |       
|                                                                                               |  |                               |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                          |  |                               |       
|Net loss                                                                                       |  | $                             | (636  
|Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: |  |                               |       
|(Gain) loss on debt extinguishment                                                             |  |                               | -     
|(Gain) loss on derivative instruments and disposal of fixed assets                             |  |                               | (2    
|Depreciation, amortization and accretion                                                       |  |                               | 9     
|Bad debt expense                                                                               |  |                               | -     
|Stock compensation                                                                             |  |                               | 23    
|Changes in operating assets and liabilities:                                                   |  |                               |       
|Restricted cash                                                                                |  |                               | (1,974
|Accounts receivable                                                                            |  |                               | (1    
|Prepaid expenses and other current assets                                                      |  |                               | (8    
|Accounts payable                                                                               |  |                               | (71   
|Accounts payable - related parties                                                             |  |                               | -     
|Accrued liabilities                                                                            |  |                               | 2,667 
|Net cash provided by (used in ) operating activities                                           |  |                               | 7     
|                                                                                               |  |                               |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                          |  |                               |       
|Purchases of property & equipment                                                              |  |                               | (3    
|Net cash used in by investing activities                                                       |  |                               | (3    
|                                                                                               |  |                               |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                          |  |                               |       
|Subscription receivable proceeds                                                               |  |                               | 29    
|Issuance of common stock                                                                       |  |                               | -     
|Payments on debt                                                                               |  |                               | (68   
|Proceeds from notes payable                                                                    |  |                               | 25    
|Net cash (used in) provided by financing activities                                            |  |                               | (14   
|                                                                                               |  |                               |       
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |  |                               | (10   
|CASH AND CASH EQUIVALENTS, beginning of period                                                 |  |                               | 19    
|                                                                                               |  |                               |       
|CASH AND CASH EQUIVALENTS, end of period                                                       |  | $                             | 9     
|                                                                                               |  |                               |       
|SUPPLEMENTAL DISCLOSURES:                                                                      |  |                               |       
|Cash paid for interest                                                                         |  | $                             | 4     
|NON-CASH TRANSACTIONS:                                                                         |  |                               |       
|Notes payable repaid with common stock                                                         |  | $                             | -     
|Repayment of liabilities with restricted cash                                                  |  | $                             | -     



See
accompanying notes to consolidated financial statements





6









DIGERATI
TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

January
31, 2016

(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 consolidated financial statements for the year ended July
31, 2015 contained in the Company’s Form 10-K filed on September 30, 2015 have been omitted.



Taxes



The
effective tax rate was 0% for the three and six months ended January 31, 2016 and January 31, 2015, respectively.



Cash
and cash equivalents



The
Company considers all bank deposits and highly liquid investments with original maturities of three months or less to be cash
and cash equivalents.



Restricted
cash



The
Company has restricted cash reserves for the purpose of settling certain liabilities and potential tax obligations.



NOTE
2 – GOING CONCERN



Financial
Condition



Digerati’s
unaudited interim consolidated financial statements for the period ended January 31, 2016 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 $77,572,000 and a working capital deficit of approximately
$1,812,000 which raises substantial doubt about Digerati’s ability to continue as a going concern.



Management
Plans to Continue as a Going Concern



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 secure 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.



The
Company will continue to work with various funding sources to secure additional debt and equity financings. However, Digerati
cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern.



Digerati’s
unaudited interim consolidated financial statements as of January 31, 2016 do not include any adjustments that might result from
the inability to implement or execute Digerati’s plans to improve our ability to continue as a going concern.



7







NOTE
3 – BANKRUPTCY



On
May 30, 2013, Digerati Technologies, Inc., Debtor in Possession (“Digerati”), filed a voluntary petition in the United
States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), Case No. 13-33264,
seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy”).



On
April 4, 2014 (the “Confirmation Date”), the Bankruptcy Court entered an Agreed Order Confirming Joint Plan of Reorganization
Filed by Plan Proponents (“Agreed Order”) confirming the Plan Proponents’ Joint Chapter 11 Plan of Reorganization
as modified on the record on April 4, 2014 and/or as modified by the Agreed Order (the “Reorganization Plan”). As
used herein, the term “Reorganized Debtor” refers to Digerati Technologies, Inc., a Nevada corporation, after the
Confirmation Date and as reorganized by the Reorganization Plan.



Summary
of the Plan



This
summary is not intended to be a complete description of the Reorganization Plan, and it is qualified in its entirety by reference
to the Agreed Order, Reorganization Plan, Plan Supplement and Disclosure Statement. A copy of the Agreed Order and Reorganization
Plan were filed as exhibits to Digerati’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 11, 2014.



(a)           The Agreed Order provided final approval of the Disclosure Statement, a copy of which was filed as an exhibit to Digerati’s
Current Report on Form 8-K dated January 23, 2014.



(b)           Upon the Confirmation Date, the Reorganized Debtor had 1,977,626 shares of common stock outstanding. All outstanding shares of
Digerati’s preferred stock, warrants, options, conversion rights and other rights to acquire shares of common stock and
all “super voting” shares were cancelled.



(c)           The Reorganized Debtor’s Board of Directors consisted of Messrs. Arthur L. Smith, William E. McIlwain and James J. Davis.
The Reorganized Debtor’s officers, who served at the discretion of the board of directors until the Stockholder Meeting,
were:



| | Arthur
    L. Smith | President
    and Chief Executive Officer
| | ------------------- | -----------------------------------------
| | Antonio
    Estrada | Chief Financial
    Officer              



(d)           The Reorganized Debtor was required to hold a Stockholder Meeting to elect a new board of directors after August 31, 2014, and
before September 15, 2014. The Reorganized Debtor’s officers and directors, as well as the parties to the Bankruptcy Settlement
Agreement (the “BSA”) and a Rule 11 Mediated Settlement Agreement dated January 14, 2014 (the “Rule 11 Agreement”),
were not eligible for election to the new board of directors at the Stockholder Meeting. Messrs. Smith and Estrada were not permitted
to solicit proxies in connection with the Stockholder Meeting but were allowed to vote shares of common stock owned by them. Subsequently,
on September 15, 2014, the Company held its Annual Meeting of Shareholders, and new directors were elected. Following the Annual
Meeting of Shareholders, Mr. Smith and Mr. Estrada were elected to serve as officers of the Reorganized Debtor.



(e)           Under the Reorganization Plan title to the issued and outstanding shares of Dishon Disposal, Inc., a North Dakota corporation
(“Dishon”), and Hurley Enterprises, Inc., a Montana corporation (“Hurley”), owned by Digerati were transferred
to a Grantor Trust subject to existing liens and the Rule 11 Agreement. The Dishon and Hurley shares did not vest in the Reorganized
Debtor and remained the property of Digerati’s bankruptcy estate. Additionally, under the Reorganization Plan certain retained
litigation claims were transferred to the Grantor Trust. The beneficiary of the Grantor Trust is the Reorganized Debtor. The trustee
and Disbursing Agent of the Grantor Trust is Mr. William R. Greendyke. All other assets of Digerati that are not transferred to
the Grantor Trust and/or retained by Digerati vested in the Reorganized Debtor as of the Confirmation Date, including but not
limited to the common stock of Shift8 Technologies, Inc., free and clear of liens, claims and encumbrances.





8







(f)            All of the issued and outstanding shares of Dishon and Hurley were sold by the Grantor Trust and the proceeds from the sale were
distributed by the trustee and Disbursing Agent to discharge certain allowed claims. The claims distribution set forth in the
Reorganization Plan were as follows:



(i)             Allowed priority claims were paid in full from cash on hand.



(ii)            Allowed administrative claims will be paid from the proceeds of the sale of the Dishon and Hurley shares except for those amounts
paid pursuant to the budget attached to the Reorganization Plan. The Company estimated the maximum potential amount of any federal
income tax liability on the gains derived from the sale of the Dishon and Hurley shares and deposited that amount into a reserve
account until determination of the actual taxes due.



(iii)           Proceeds from the sale of the Dishon shares in excess of $1,250,000 plus one-half of Digerati’s unpaid professional fees
(the “Dishon Carve Out”) and amount reserved for taxes were delivered to creditors holding $30,000,000 of Digerati’s
indebtedness secured by the Dishon shares, up to the principal of and accrued interest on such indebtedness. In addition, the
secured creditors maintain a right to seek a refund if the estimated amount withheld for taxes on the sale of the Dishon shares
exceeds the tax obligation.



(iv)           Proceeds from the sale of the Hurley shares in excess of $1,250,000 plus one-half of Digerati’s unpaid professional
fees (the “Hurley Carve Out”) and amount reserved for taxes were delivered to creditors holding $30,000,000 of
Digerati’s indebtedness secured by the Hurley shares, up to the principal of and accrued interest on such indebtedness.
In addition, the secured creditors maintain a right to seek a refund if the estimated amount withheld for taxes on the sale
of the Hurley shares exceeds the tax obligation. Principal of or interest on Digerati’s indebtedness secured by the
Hurley shares that is in excess of the net proceeds from the sale of Hurley shares has been waived.



(v)            Allowed unsecured claims of $1,000 or less were paid in full from cash on hand.



(vi)           Allowed unsecured claims greater than $1,000 were paid in full from the Dishon Carve Out and the Hurley Carve Out. The excess
from the combined $2,500,000 withheld from the sale of the Dishon shares and Hurley shares will be applied to the unpaid professional
fees.



(vii)          All cure payments under assumed contracts were paid within 90 days of April 4, 2014.



(g)           All executory contracts of Digerati were rejected except as previously assumed by order in the Bankruptcy Court or specifically
listed as assumed in the Reorganization Plan.



(h)           The Reorganized Debtor released Messrs. Arthur L. Smith, Antonio Estrada, William E. McIlwain and James J. Davis in their individual
capacity and their respective capacities as officers and/or directors, as applicable, of Digerati, Hurley or Dishon of all claims
and causes of action that arise on or before the Confirmation Date that could be asserted by Digerati, the estate and/or on account
of the Bankruptcy through the Stockholder Meeting. The Reorganized Debtor also released Messrs. Arthur L. Smith, William McIlwain
and James Davis to the greatest extent provided by law from any claims.



(i)            The Reorganization Plan became effective on December 31, 2014.





9







NOTE
4 – DEBT



At
January 31, 2016 and July 31, 2015, outstanding debt consisted of the following: (In thousands)





|                                                                                                                                |  | January 31, 2016 |   |  | July 31, 2015 |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ------------- | -
|Note payable to Arthur L. Smith, bearing interest of 3.00% per annum, maturity October 31, 2015, unsecured. (See details below) |  | $                | - |  |               | $
|Total outstanding long-term debt                                                                                                |  | $                | - |  |               | $
|Current portion of long-term debt                                                                                               |  |                  | - |  |               |  
|Long-term debt, net of current portion                                                                                          |  | $                | - |  |               | $





In
November 2013, Shift8 Networks, Inc., an operating subsidiary of Digerati, entered into a note payable with Mr. Arthur L. Smith,
in the amount of $46,755. The note had an implied annual interest rate of 0% and a maturity date of February 28, 2014. Subsequently,
Mr. Smith agreed to extend the maturity date of the promissory note to November 30, 2014 and later agreed to extend the maturity
date to April 30, 2015. On January 31, 2015, Shift8 Networks and Mr. Smith agreed to renew and extend the maturity date on the
promissory note to October 31, 2015. The renewed note had an implied annual interest rate of 3%. On October 9, 2015 Shift8 Networks
paid off the total outstanding principal balance and accrued interest.



On
August 21, 2015 the Company entered into a short term promissory note payable for $25,000 with Craig K. Clement, the Company’s
Chairman of the Board. The note had an implied annual interest rate of 0% and a maturity date of October 31, 2015. On October
15, 2015 the Company paid off the total outstanding principal balance.



NOTE
5 – STOCK-BASED COMPENSATION



In
November 2015, Digerati adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan,
authorizes the grant of up to 7.5 million 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 stock options and other awards vary based on the market price of the shares of common stock
as of the date of grant. The stock options, restricted common stock, non-restricted common stock and other awards vest based on
the terms of the individual grant.



During
the six months ended January 31, 2016, we issued:



| | - | 121,135
                                         common shares to various employees as part of the Company’s profit sharing plan
                                         contribution. The Company recognized stock-based compensation expense of approximately
                                         $23,000 equivalent to the value of the shares calculated based on the share’s closing
                                         price at the grant dates.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As
of January 31, 2016 and 2015, Digerati did not have any outstanding options under the Plan. Unamortized compensation cost totaled
$0 at January 31, 2016 and January 31, 2015.



NOTE
6 – SIGNIFICANT CUSTOMERS



During
the six months ended January 31, 2016, the Company derived a significant amount of revenue from five customers, comprising 31%,
24%, 15%, 11% and 7% of the total revenue for the period, respectively, compared to five customers, comprising 22, 19%, 15%, 12%,
and 11% of the total revenue for the six months ended January 31, 2015.



During
the six months ended January 31, 2016, the Company derived a significant amount of accounts receivable from three customers, comprising
83%, 7% and 4% of the total accounts receivable for the period, compared to three customers, comprising 78%, 7% and 7% of the
total accounts receivable for the six months ended January 31, 2015.





10







NOTE
7 – RELATED PARTY TRANSACTIONS



In
November 2013, Shift8 Networks, Inc., an operating subsidiary of Digerati, entered into a note payable with Mr. Arthur L. Smith,
in the amount of $46,755. The note had an implied annual interest rate of 0% and a maturity date of February 28, 2014. Subsequently,
Mr. Smith agreed to extend the maturity date of the promissory note to November 30, 2014 and later agreed to extend the maturity
date to April 30, 2015. On January 31, 2015, Shift8 Networks and Mr. Smith agreed to renew and extend the maturity date on the
promissory note to October 31, 2015. The renewed note had an implied annual interest rate of 3%. On October 9, 2015 Shift8 Networks
paid off the total outstanding principal balance and accrued interest.



During
the year ended July 31, 2015, the Company executed a stock purchase agreement with Flagship Oil and Gas Corp. for the sale of
2,279,412 shares of Digerati Common Stock, and warrants for the purchase of an additional 300,000 shares of Common Stock at $0.14
per share for five years. In consideration for the shares and the warrants, the Company received a promissory note in the original
principal amount of $310,000 plus interest at the rate of 7.0% per annum, payable in installments of $40,000 plus accrued interest
on January 31, 2015; $60,000 plus accrued interest on February 13, 2015; and $210,000 plus accrued interest on March 6, 2015.
The Black-Scholes pricing model was used to estimate the relative fair value of the 300,000 warrants issued during the period,
using the assumptions of a risk free interest rate of 1.37%, dividend yield of 0%, volatility of 312%, and an expected life of
five years. The warrants have a relative fair value of approximately $34,627 and included in additional paid-in capital. On August
14, 2015, Flagship Oil and Gas Corp. paid $36,065 to the Company for the remaining principal balance and accrued interest associated
with the Flagship Notes.



On
August 21, 2015 the Company entered into a short term promissory note payable for $25,000 with Craig K. Clement, the Company’s
Chairman of the Board. The note had an implied annual interest rate of 0% and a maturity date of October 31, 2015. On October
15, 2015 the Company paid off the total outstanding principal balance.



NOTE
8 – CONTINGENCIES



On May
1, 2014, Recap Marketing & Consulting LLP, Rainmaker Ventures II, Ltd and WEM Equity Capital Investments, Ltd. filed an arbitration
claim pursuant to the Bankruptcy Settlement Agreement. On July 19, 2014, the arbitrator entered a decision that Recap Marketing
& Consulting LLP was entitled to the transfer of 20,600 shares of Digerati Common Stock that were outstanding as of the date
of the November Transactions and reflected on Digerati's stockholder list as being held by other stockholders who were principals
of Recap Marketing & Consulting, LLP. Recap Marketing & Consulting LLP and Rainmaker Ventures II, Ltd. subsequently challenged
the findings of the arbitrator by filing a motion to vacate in In Re Digerati Technologies, Inc. On November 23, 2015,the
Bankruptcy Court issued an order dismissing the motion to vacate.

From
time to time Digerati is involved in various litigations in the ordinary course of business. The Company’s management believes
existing litigation will not have a material adverse effect on the financial condition, results of operations or cash flows of
Digerati.





11







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 for the fiscal year ended July 31, 2015 filed with the Securities and Exchange
Commission on September 30, 2015.



The
following is a discussion of the unaudited interim consolidated financial condition and results of operations of Digerati for
the three and six months ended January 31, 2016 and 2015. It should be read in conjunction with our audited Consolidated Financial
Statements, the Notes thereto, and the other financial information included in the Company’s Annual Report on Form 10-K
for the fiscal year ended July 31, 2015 filed with the Securities and Exchange Commission on September 30, 2015. For purposes
of the following discussion, fiscal 2016 or 2016 refers to the year ended July 31, 2016 and fiscal 2015 or 2015 refers to the
year ended July 31, 2015.



History



Digerati
Technologies, Inc., a Nevada corporation (including our subsidiaries, “we”, “us”, or “Digerati”),
was formed in 2004 as the successor to a business originally commenced by Latcomm International, Inc., a Canadian company formed
in 1994. We began providing communication services in 1995 along the U.S.-Mexico corridor to capitalize on the opportunities created
by the deregulation of the telecommunication industries within Latin America. Through FY 2012 our principal business was providing
transportation of voice traffic for other telecommunication service providers, wireless carriers and regional Internet telephony
providers using Voice over Internet Protocol (“VoIP”) technologies. Our wholly owned subsidiary, Shift8 Technologies,
Inc. (“Shift8”), offers a portfolio of Internet-based telephony products and services through our cloud telephony
application platform and session-based communication network that is interconnected with numerous U.S. and foreign service providers.



Until
July 2014, Digerati owned a waste disposal business focused on disposing of solid and liquid wastes from drilling sites and an
oilfield services business providing skid houses, telecommunication services, booster booths, portable restrooms, generators,
potable water, and mess halls to drilling contractors and oil companies in the Bakken region of Montana/North Dakota.



Sources
of Revenue and Direct Cost



Sources
of revenue:



Global
VoIP Services:We currently provide VoIP communication services on a limited basis 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 provide enhanced 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.





12







Results
of Operations



Three
Months ended January 31, 2016 Compared to Three Months ended January 31, 2015



Global
VoIP Services.Global VoIP services revenue decreased by $9,000, or 50%, from the quarter ended January 31, 2015 to
the quarter ended January 31, 2016. The decrease in revenue is attributed primarily to slowly dwindling Global VoIP services due
in part to the constant price pressure in the market.



Cloud-based
hosted Services. Cloud-based hosted services revenue decreased by $8,000, or 14%, from the quarter ended January 31, 2015
to the quarter ended January 31, 2016. The decrease in revenue between periods is primarily attributed to the decrease in customers
that generated 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 $2,000, or 5%, from
the quarter ended January 31, 2015 to the quarter ended January 31, 2016. The decrease in cost of services is a direct correlation
to the decrease in total revenue.



Selling,
General and Administrative (SG&A) Expenses (exclusive of legal and professional fees).SG&A expenses increased by
$104,000, or 45%, from the quarter ended January 31, 2015 to the quarter ended January 31, 2016. The increase is attributed to
the addition of a new employee for one of our new subsidiaries with an emphasis in the oil and gas services. And the addition
of a new sales person for our Cloud-based hosted services.



Legal
and professional fees. Legal and professional fees decreased by $1,000, or 2%, from the quarter ended January 31, 2015 to
the quarter ended January 31, 2016.



Bad
debt. Bad debt decreased by $4,000, or 100%. The Company did not recognized bad debt during the period ended January 31, 2016,
however during the period ended January 31, 2015 the Company recognized $4,000 of bad debt for accounts that were deemed uncollectable.



Depreciation
and amortization. Depreciation and amortization remained comparable between periods.



Operating
loss. The Company reported an operating loss of $379,000 for the three months ended January 31, 2016 compared to an operating
loss of $264,000 for the three months ended January 31, 2015. The increase in operating loss between periods is primarily attributed
to the decrease in revenue between periods and the increase in SG&A expenses.



Other
income (expense). Other income (expense) improved by $8,000, or 100%, from the quarter ended January 31, 2015 to the quarter
ended January 31, 2016. The primary reason for the decrease in other income (expense) is attributed to the decrease between periods
in gain (loss) on debt extinguishment of approximately $7,000 and the decrease between periods in interest expense of approximately
$1,000.



Net
income (loss) attributed to Digerati Technologies, Inc.Net income (loss) attributed to Digerati Technologies, Inc. increased
$107,000 or 39%, from the quarter ended January 31, 2015 to the quarter ended January 31, 2016. The increase in net income (loss)
attributed to Digerati Technologies; Inc. is as a result of the decrease in revenue and the increase in SG&A expenses between
periods.



Six
Months ended January 31, 2016 Compared to Six Months ended January 31, 2015



Global
VoIP Services.Global VoIP services revenue decreased by $17,000, or 52%, from the six months ended January 31, 2015
to the six months ended January 31, 2016. The decrease in revenue is attributed primarily to slowly dwindling Global VoIP services
due in part to the constant price pressure in the market.



Cloud-based
hosted Services. Cloud-based hosted services revenue decreased by $14,000, or 12%, from the six months ended January 31, 2015
to the six months ended January 31, 2016. The decrease in revenue between periods is primarily attributed to the decrease in customers
that generated 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 $4,000, or 5%, from
the six months ended January 31, 2015 to the six months ended January 31, 2016. The decrease in cost of services is a direct correlation
to the decrease in total revenue.





13







Selling,
General and Administrative (SG&A) Expenses (exclusive of legal and professional fees).SG&A expenses increased by
$99,000, or 23%, from the six months ended January 31, 2015 to the six months ended January 31, 2016. The increase is attributed
to the addition of a new employee for one of our new subsidiaries with an emphasis the in oil and gas services. And the addition
of a new sales person for our Cloud-based hosted services.



Legal
and professional fees. Legal and professional fees decreased by $6,000, or 4%, from the six months ended January 31, 2015
to the six months ended January 31, 2016. The decrease is attributed to the emphasis in controlling legal and professional fees
during the period.



Bad
debt. Bad debt decreased by $4,000, or 100%. The Company did not recognized bad debt during the period ended January 31, 2016,
however during the period ended January 31, 2015 the Company recognized $4,000 of bad debt for accounts that were deemed uncollectable.



Depreciation
and amortization. Depreciation and amortization remained comparable between periods.



Operating
loss. The Company reported an operating loss of $641,000 for the six months ended January 31, 2016 compared to an operating
loss of $524,000 for the six months ended January 31, 2015. The increase in operating loss between periods is primarily attributed
to the decrease in revenue between periods.



Other
income (expense). Other income (expense) improved by $53,000, or 110%, from the six months ended January 31, 2015 to the six
months ended January 31, 2016. The primary reason for the decrease in other income (expense) is attributed to the decrease between
periods in gain (loss) derivative instruments and disposal of fixed assets of approximately $31,000 and the decrease between periods
in interest expense of approximately $15,000.



Net
income (loss) attributed to Digerati Technologies, Inc.Net income (loss) attributed to Digerati Technologies, Inc. increased
by $64,000 or 11%, from the six months ended January 31, 2015 to the six months ended January 31, 2016. The increase in net income
(loss) attributed to Digerati Technologies; Inc. is as a result of the decrease in revenue and the increase in SG&A expenses
between periods.



Liquidity
and Capital Resources



Cash
Position: We had a consolidated cash balance of $9,000 as of January 31, 2016 and we had restricted cash of $1,974,000 as
of January 31, 2016. Net cash provided by operating activities during the six months ended January 31, 2016 was approximately
$7,000, primarily as a result of accrued liabilities and restricted cash. Cash used in investing activities was $3,000 primarily
for the acquisition of property & equipment. Cash consumed by financing activities during the six months ended January 31,
2016 was approximately $14,000 pursuant to the net reduction in various promissory notes during the period ended January 31, 2016.
Overall, our net operating, investing and financing activities during the period ended January 31, 2016 used approximately $10,000
of cash.



We
are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2016 we anticipate
reducing fixed costs, professional fees and general expenses. To strengthen our business we intend to invest in a new marketing
and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value added resellers to tap into new sources
of revenue streams. In addition, we will continue to focus on selling a greater number of comprehensive services to our existing
customer base.



Our
current cash expenses are expected to be approximately $75,000 per month, including wages, rent, utilities and corporate professional
fees. As described elsewhere herein, we are not generating sufficient cash from operations to pay for our ongoing operating expenses,
or to pay our current liabilities. As of January 31, 2016 our total liabilities were approximately $3,943,000. As mentioned in
Note 3 to the Financial Statements, upon the sale of the shares of Dishon and Hurley and in accordance with the Reorganization
Plan, the appointed trustee paid approximately $1,838,000 of unsecured claims and intends to pay approximately $1,700,000 in professional
fees. In addition, the trustee paid approximately $41,500,000 in secured claims. There were no proceeds from the sale of Dishon
and Hurley shares in excess of the unsecured claims, professional fees and secured claims.





14







We
estimate that we need approximately $500,000 of additional working capital to fund our ongoing operations. Additionally, we have
an accumulated deficit in Stockholders’ Deficit of approximately $77,572,000, which raises substantial doubt about our ability
to continue as a going concern.



We
will continue to work with various funding sources to secure additional debt and equity financings. During the period ending January
31, 2016 we secured $25,000 from a promissory note from a related party. However, there can be no assurance that we will be successful
in executing the aforementioned plans and be able to continue as a going concern.



Item
3. Quantitative and Qualitative Disclosures About Market Risks.



Not
Applicable.



Item
4. Controls and Procedures.



Management’s
Report on Internal Controls Over Financial Reporting



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



|● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    the assets of the company;                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company
    are being made only in accordance with authorizations of management and directors of the company; and
|● | Provide
                                         reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
                                         use or disposition of the company’s assets that could have a material effect on
                                         the financial statements.                                               



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



As
of January 31, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based
on that evaluation, management concluded that, during the period covered by this report; such internal controls and procedures
were effective based on the COSO criteria.





15







PART
II - OTHER INFORMATION



Item
1.  Legal Proceedings.



On May
1, 2014, Recap Marketing & Consulting LLP, Rainmaker Ventures II, Ltd and WEM Equity Capital Investments, Ltd. filed an arbitration
claim pursuant to the Bankruptcy Settlement Agreement. On July 19, 2014, the arbitrator entered a decision that Recap Marketing
& Consulting LLP was entitled to the transfer of 20,600 shares of Digerati Common Stock that were outstanding as of the date
of the November Transactions and reflected on Digerati's stockholder list as being held by other stockholders who were principals
of Recap Marketing & Consulting, LLP. Recap Marketing & Consulting LLP and Rainmaker Ventures II, Ltd. subsequently challenged
the findings of the arbitrator by filing a motion to vacate in In Re Digerati Technologies, Inc. On November 23, 2015,the
Bankruptcy Court issued an order dismissing the motion to vacate.



Item
1A. Risk Factors.



Not
Applicable



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



None



Item
3.  Defaults Upon Senior Securities.



None



Item
5.  Other Information.



None



Item
6.   Exhibits



|Exhibit Number |  | Exhibit Title                                                                                                                                                                                                                   
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                 
|2.1            |  | Agreed Order Confirming Joint Plan of Reorganization filed by Plan Proponents (filed as Exhibit 2.1 to Form 8-K filed on April 11, 2014)                                                                                        
|               |  |                                                                                                                                                                                                                                 
|2.2            |  | Plan Proponents’ Joint Chapter 11 Plan of Reorganization as Modified on the Record on April 4, 2014 (filed as Exhibit 2.2 to Form 8-K filed on April 11, 2014)                                                                  
|               |  |                                                                                                                                                                                                                                 
|2.3            |  | Plan Supplement Naming Independent Director in Connection With Plan Proponents’ Joint Chapter 11 Plan of Reorganization (filed as Exhibit 2.3 to Form 8-K filed on April 11, 2014)                                              
|               |  |                                                                                                                                                                                                                                 
|2.4            |  | Disclosure Statement Under 11 U.S.C. § 1125 and Bankruptcy Rule 3016 in Support of Plan Proponents’ Joint Chapter 11 Plan of Reorganization (filed as Exhibit 2.4 to Form 8-K filed on April 11, 2014)                          
|               |  |                                                                                                                                                                                                                                 
|2.5            |  | Bankruptcy Settlement Agreement dated January 15, 2014 (filed as Exhibit 2.5 to Form 8-K filed on April 11, 2014)                                                                                                               
|               |  |                                                                                                                                                                                                                                 
|2.6            |  | Order Authorizing the Sale of 100% Equity Interests of Dishon Disposal, Inc. and Granting Related Relief approving the Stock Purchase Agreement dated June 27, 2014 (filed as Exhibit 2.6 to Form 8-K filed on July 7, 2014)    
|               |  |                                                                                                                                                                                                                                 
|2.7            |  | Order Authorizing the Sale of 100% Equity Interests of Hurley Enterprises, Inc. and Granting Related Relief approving the Stock Purchase Agreement dated June 26, 2014 (filed as Exhibit 2.7 to Form 8-K filed on July 24, 2014)
|               |  |                                                                                                                                                                                                                                 
|3.1            |  | Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to Form 8-K filed on April 11, 2014)                                                                                                                       
|               |  |                                                                                                                                                                                                                                 
|3.2            |  | Second Amended and Restated Bylaws, effective as of January 13, 2015 (filed as Exhibit 3.1 to Form 8-K filed on January 21, 2015).                                                                                              





16







|Exhibit Number |  | Exhibit Title                                                                                                                                                                                                                                                      
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                    
|10.1           |  | Promissory note payable with Arthur L. Smith dated November 15, 2013 in the principal amount of $46,755 (filed as Exhibit 10.1 to the Form 10-Q filed on January 20, 2015).                                                                                        
|               |  |                                                                                                                                                                                                                                                                    
|10.2           |  | Promissory Note dated October 31, 2014 in the original principal amount of $10,000.00 plus interest at the rate of 7.0% per annum due January 5, 2015 (filed as Exhibit 10.1 to the Form 8-K filed on January 21, 2015).                                           
|               |  |                                                                                                                                                                                                                                                                    
|10.3           |  | Promissory Note dated November 7, 2014 in the original principal amount of $10,000.00 plus interest at the rate of 7.0% per annum due January 5, 2015 (filed as Exhibit 10.2 to the Form 8-K filed on January 21, 2015).                                           
|               |  |                                                                                                                                                                                                                                                                    
|10.4           |  | Promissory Note dated November 14, 2014 in the original principal amount of $10,000.00 plus interest at the rate of 7.0% per annum due January 5, 2015 (filed as Exhibit 10.3 to the Form 8-K filed on January 21, 2015).                                          
|               |  |                                                                                                                                                                                                                                                                    
|10.5           |  | Promissory Note dated November 24, 2014 in the original principal amount of $10,000.00 plus interest at the rate of 7.0% per annum due January 5, 2015 (filed as Exhibit 10.4 to the Form 8-K filed on January 21, 2015).                                          
|               |  |                                                                                                                                                                                                                                                                    
|10.6           |  | Promissory Note dated January 19, 2015 in the original principal amount of $310,000.00 plus interest at the rate of 7.0% per annum, payable in installments (filed as Exhibit 10.5 to the Form 8-K filed on January 21, 2015).                                     
|               |  |                                                                                                                                                                                                                                                                    
|10.7           |  | Stock Purchase Agreement dated January 13, 2015, by and among Digerati Technologies, Inc. and Flagship Oil and Gas Corp. (filed as Exhibit 10.6 to the Form 8-K filed on January 21, 2015).                                                                        
|               |  |                                                                                                                                                                                                                                                                    
|10.8           |  | Form of stock award agreement under the Company’s 2005 Stock Compensation Plan for grants to qualifying employees’ 401K Retirement Accounts (filed as Exhibit 10.7 to the Form 8-K filed on January 21, 2015).                                                     
|               |  |                                                                                                                                                                                                                                                                    
|10.9           |  | Renewal and Extension Promissory Note payable with Arthur L. Smith dated January 31, 2015 in the principal amount of $46,755 plus interest at the rate of 3.0% per annum due October 31, 2015. (filed as Exhibit 10.9 to the Form 10-Q filed on February 20, 2015).
|               |  |                                                                                                                                                                                                                                                                    
|10.10          |  | Promissory Note payable with Craig K. Clement dated August 21, 2015 in the original
    principal     amount of $25,000 plus interest at the rate of 0% per annum due October 31, 2015. (filed as Exhibit 10.10 to
    the Form 10-Q filed on November  25, 2015). 
|               |  |                                                                                                                                                                                                                                                                    
|10.11          |  | 2015 Equity Compensation Plan (filed as Exhibit 4.1 to the Form S-8 filed on November 18, 2015).                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                    
|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.





17







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.
|--------------------------- | -------------------------------
|                            |                                
|                            |                                
|Date:
February 26, 2016     | By:                            
|                            | Name:                          
|                            | Title:                         
|                            |                                
|                            |                                
|                            |                                
|Date:
    February 26, 2016 | By:                            
|                            | Name:                          
|                            | Title:                         
|                            |                                







18