SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15 (D)
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November
DIGERATI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in
3463 Magic Drive, Suite 202 San Antonio,
(Address of principal executive offices,
including ZIP Code)
(Registrant’s telephone number, including
(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:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))|
ITEM 1.01- Entry Into Material Agreement
Digerati Technologies, Inc., a Nevada corporation,
(“Digerati”) has entered into an Agreement and Plan of Reorganization (the “Agreement”) by and among Waste
Deep, Inc., a Nevada corporation (“Waste Deep”), and the holders of securities of Waste Deep (“Securityholders”).
The reorganization is expected to be completed on or about November 26, 2012. As a result, Digerati will own 100% of the voting
stock of Waste Deep which will change its name to a name selected by the management of Waste Deep. The Reorganization has been
approved by the shareholders of Waste Deep.
Under the Agreement and Plan of Reincorporation,
Mr. John Howell will be appointed director followed by the resignation of John R. Fleming and Murray R. Nye from all offices and
positions with Digerati. Mr. John Howell will not begin his term as officer and additional director until after the expiration
of the ten (10) day period beginning on the later of the date of the filing of this Information Statement with the SEC pursuant
to Rule 14f-1 or the date of mailing of this Information Statement to Digerati’s shareholders. Mr. Arthur L. Smith will continue
Under the Agreement, Digerati will enter
into a new line of business. Therefore, the present operations of Digerati will be transferred into Shift8 Technologies, Inc.,
a newly organized Nevada corporation and wholly-owned subsidiary of Digerati. The present officers, directors and management of
Digerati will continue as the officers, directors, and management of Shift8 Technologies, Inc.
Additionally, under the Agreement, as soon
as Digerati is eligible, the new management will apply to NYSE Amex or another national stock exchange to list its common stock
for trading. Therefore, the Articles of Incorporation of Digerati will be amended to accommodate the rules of the exchange.
Waste Deep, Inc. is
an acquisition company of oil field services companies in the United States, with an initial focus in the Bakken Formation (the
“Bakken”). Initial acquisitions are Dishon Disposal, Inc. and Hurley Enterprises, Inc., demonstrating the increase
of shareholder value through the acquisition of significant earnings. The Bakken is one of the most important oil fields in the
world today. Initial acquisition targets are located in the heart of the Bakken and are well positioned for strong growth, now
and decades into the future.
1. Dishon Disposal
Inc. (“Dishon”) is a waste disposal facility with a 25 year track record, focusing on solid and liquid wastes from
oil field and drilling processes. The solid waste is land filled into specially prepared synthetic lined pits and the liquid waste
is treated with industry leading water treatment technology, which can be applied across multiple industries outside of the oil
field. The company is well respected in the community.
2. Hurley Enterprises,
Inc. (“Hurley”) is also an oil field support services company that functions as a drilling site service company, with
98 service and rental lines of revenue. Hurley provides everything from skid houses, telecommunications services, booster booths,
Porta-Potties, generators, potable water, and mess halls in service to many of the major drilling contractors and oil majors in
the Bakken. Hurley has several sole source contracts with strategic contractors in the Bakken that will provide large growth opportunity
within the next three (3) years and positions Hurley to take advantage of what the major oil producers in the area believe to be
Bakken activity at the same or larger activity level for at least 30 years.
ITEM 9.01 – Financial Statements and Exhibits
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: November 16, 2012
||/s/Antonio Estrada Jr
Antonio Estrada, Jr.
||Sr. VP of Finance &