8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) April 11, 2012

Digerati Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

001-15687 (Commission File Number)	74-2849995 (I.R.S. Employer Identification No.)
3463 Magic Drive, Suite 202 San Antonio, Texas (Address of Principal Executive Offices)	78229 (Zip Code)

(210) 614-7240

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 7.01. Regulation FD Disclosure.

On April 19, 2012 and thereafter, Digerati Technologies, Inc., a Nevada corporation (the "Company") intends to present and/or distribute a PowerPoint slide presentation entitled "DTGI SDIC Presentation 4152012" at the San Diego Investment Conference ("SDIC"). A copy of the PowerPoint slide presentation is being furnished herewith as Exhibit 99.1.

Pursuant to General Instruction B.2, the information furnished pursuant to this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, notwithstanding any general incorporation language in those filings.

Item 8.01 Other Events.

On April 11, 2012, the Company issued a News Release announcing the Company's presentation at SDIC on April 19, 2012. A copy of the News Release is being furnished herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) The following documents are furnished as Exhibits to this report:

Exhibit No.	Description
99.1	DTGI SDIC Presentation 4152012
99.2	News Release dated April 11, 2012

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 hereunto duly authorized.

		Digerati Technologies, Inc.
Date: April 17, 2012	By:	/s/ Antonio Estrada Jr.
		Antonio Estrada Jr.
		Sr. VP of Finance &
		Corporate Controller

EXHIBIT INDEX

Exhibit No.	Description
99.1	DTGI SDIC Presentation 4152012
99.2	News Release, dated April 11, 2012

EX-99.1

Corporate Presentation 2012 Proprietary and Confidential

» Low cost provider delivering cloud communication services (voice, video, cloud telephony) » Established and award winning Company » Established global infrastructure built over a decade » Transformational Product Line » Publicly traded (DTGI) with headquarters in San Antonio, Texas Digerati Overview

Digerati Overview » Over 50 Years of Combined Management Experience x Art Smith, CEO – 21 Years x Antonio Estrada, Sr . VP of Finance/Corporate Controller – 12 Years x Ken Ryon, Sr . VP of Engineering – 19 Years » Established since 1994 x Over 200 global partnerships and 150 customers x Proprietary cloud technology platform and session - based network x Previous industry wave led to American Stock Exchange listing and $ 400 Million Market Cap

The Opportunity » VoIP predicted as “Industry of the Decade” x Next industry wave that replaces legacy phone network x Global VoIP market reached $94 billion in 2011 » North American VoIP access and SIP trunking revenues expected grow from $717 million in 2009 to $3.9 billion by 2016 » Underserved small to medium sized businesses (SMB) market x SMB represents 99% of all employers in US x 27 million small businesses in US » 75% of SMB market has not deployed VoIP solution Source: Frost & Sullivan, Insight Research, SBA

The Opportunity » New products are transforming Digerati x Significant increase in gross margins x Diversification strategy targets rapid profitability growth » Global VoIP network combined with cloud - based telephony platform increases value - proposition for end users » Cost effective distribution model that transforms distributors’ business » Businesses rapidly adopting broadband while seeking to reduce communication costs » International needs of businesses not being met adequately

Cloud Communications SIP Trunking Cloud PBX Global VoIP Only in The Cloud Solution Cloud Storage vPBX Virtual Office

Product Distribution » Emphasis on Value Added Reseller (“VAR”) channel x PBX vendors x IT service providers and integrators x Managed service providers » VARs have embedded customer base and relationships » VARs losing telephony revenue opportunity » VARs lack infrastructure to provide cloud telephony services » Convergence of IT and telephony is a must for VARs

Digerati’s VAR Strategy » Digerati allows VARs to transform their business x Introduces new cloud telephony services x Adds new lucrative and recurring revenue stream x Increases VAR’s value proposition Today’s Scenario: x VAR makes one - time sale of hardware and cabling x VAR loses recurring revenue that goes to third party telecom service provider Digerati’s Solution: x VAR makes one - time sale of hardware and cabling x VAR receives recurring revenue through Digerati for cloud telco services: x Dial tone x Local and LD x Toll Free x International x Hosted PBX

Digerati’s VAR Strategy » Logical evolution for Digerati » Significant reduction in execution risk » Shorten Sales to Revenue Cycle » Digerati has established VAR relationships

Strategic Evolution FY2011 FY2012 FY2013 FY2014 8% 10% 21% 35% Transition from predominately Global VoIP service provider to full service Cloud Communications provider Gross Profit Contribution

Company Highlights » Low - cost operator with royalty free infrastructure » Established and proprietary cloud communications platform and global VoIP network » Experienced management team with proven track record » Strong growth prospects with high - margin cloud telephony services » Ground floor opportunity in an established Company » Industry wave + successful execution = improved multiples and potential for excellent ROI

Certain statements made during this presentation are "forward - looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995 ) . These statements are based upon the belief of the Company's management, as well as assumptions made beyond information currently available to the Company's management . Because such "forward - looking statements" are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward - looking statements . Factors that could cause results to differ materially from those expressed or implied by such forward - looking statements include, but are not limited to, availability to customers of services at a lower charge than those offered by the Company, the inability to obtain additional capital, loss of key personnel, unavailability of leased transmission facilities, technological changes, service interruptions, equipment failures, customer attrition, competitive factors, general economic conditions, relationships with vendors, government supervision and regulation, changes in industry practices, and other factors discussed in filings made by the Company with the Securities and Exchange Commission . Forward - Looking Statements

EX-99.2

EXHIBIT 99.2

NEWS RELEASE DATED APRIL 11, 2012

 

Digerati to Present at San Diego Investment Conference

San Antonio, Texas - April 11, 2012 - Digerati Technologies, Inc. (OTCBB:DTGI) (OTCQB:DTGI), an established and award-winning provider of cloud communication services, today announced the Company will be presenting at the San Diego Investment Conference (SDIC) on April 19, 2012.

The San Diego Investment Conference is the premier investment conference for Southern California. Through a series of conferences scheduled every quarter, SDIC provides an extraordinary platform for select companies desiring capital to share information and showcase their investment opportunity.  The SDIC assists small to mid-sized emerging-growth public and private companies in gaining exposure and creating funding awareness. SDIC conferences are intended to provide FINRA broker/dealers, investment bankers, investment advisors, analysts, financial managers, fund managers, institutions, media and accredited investors with a forum for networking and communication.  For more information please visit www.sandiegoinvestmentconference.com.

Arthur L. Smith, CEO of Digerati Technologies, Inc. stated, "The San Diego Investment Conference is an ideal platform for Digerati to showcase its business strategy including the Company's repositioning around its cloud-based communication services at a time when this sector continues to experience significant growth.  We are looking forward to giving our presentation at the SDIC and continue gaining exposure for the Company."

Digerati is a three-time recipient of Deloitte and Touche's Fast 500 Award for recognition as one of the 500 fastest growing technology companies in North America. Digerati is meeting the global needs of businesses that are seeking simple, flexible, and cost-effective communication solutions.  Digerati's cloud-based services include a fully hosted IP/PBX, VoIP transport, SIP trunking, data storage, and customized VoIP solutions for specialized applications. Services are delivered with unparalleled reliability and performance over Digerati's carrier-class global VoIP network, which has been built over the course of a decade. For more information visit www.digerati-inc.com.

The information in this news release includes certain forward-looking statements that are based upon management’s expectations and assumptions about certain risks and uncertainties that can affect future events.  Although management believes these assumptions and expectations to be reasonable on the date of this news release, these risks and uncertainties may cause actual events to differ from those contained in this news release.  The risks and uncertainties include, but are not limited to, continuing as a going concern, availability and cost of our present vendors and suppliers, and absence of any change in government regulations or other costs associated with data transmission over the Internet or transmissions in foreign countries.

Contact:

Jack Eversull

The Eversull Group

(972) 571-1624

(214) 469-2361 fax

jack@eversullgroup.com