WASHINGTON, D.C.   20549

FORM 12b-25
(Check One:)        oForm 10-K          o Form 20-F           o Form 11-K           x Form 10-Q           o  Form N-SAR
                                For Period Ended: January 31, 2013                                                                        
                                 o             Transition Report on Form 10-K
                                 o             Transition Report on Form 20-F
                                 o             Transition Report on Form 11-K
                                 o             Transition Report on Form 10-Q
                                 o             Transition Report on Form N-SAR
                                For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Digerati Technologies, Inc.

Full Name of Registrant

Former Name if Applicable
3463 Magic Drive, Suite 259

Address of Principal Executive Office (Street and Number)

San Antonio, TX 78229

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Digerati Technologies Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended January 31, 2013 (the “Quarterly Report”) by the March 18, 2013 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended January 31, 2013 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
Name and telephone number of person to contact in regard to this notification                                                                                           
                  Antonio Estrada                              (210)                  614-7240,  x:1062
                         (Name)                              (Area Code)        (Telephone Number)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).
 x Yes      o  No
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 o  Yes     x  No

Digerati Technologies, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 19, 2013 
/s/ Antonio Estrada  
    Antonio Estrada  
    Chief Financial Officer  
(Principal Accounting and Financial Officer)