UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2017
☐ 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 000-25753
DIGERATI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 74-2849995 | |
(State or Other Jurisdiction of Incorporation o Organization) |
(IRS Employer Identification No.) |
1600 NE Loop 410, Suite 126 San Antonio, Texas |
78209 | |
Address of Principal Executive Offices | Zip Code |
(210) 614-7240 |
Registrant’s telephone number, including area code |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is 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 ☒
The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of December 19, 2017, was 9,458,556.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2017 (the “Form 10-Q”) of Digerati Technologies, Inc. is being filed solely for the purpose of furnishing Exhibit 101 (Interactive Data File) to the Form 10-Q, which was not included in the original filing of the Form 10-Q with the Securities and Exchange Commission on December 20, 2017 (the “Original Filing Date”).
No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-Q.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following documents are exhibits to this report.
Exhibit Number |
Exhibit Title | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGERATI TECHNOLOGIES, INC. | ||
(Registrant) | ||
Date: February 13, 2019 | By: | /s/ Arthur L. Smith |
Name: | Arthur L. Smith | |
Title: | President and Chief Executive Officer | |
(Duly Authorized Officer and Principal Executive Officer) | ||
Date: February 13, 2019 | By: | /s/ Antonio Estrada Jr. |
Name: | Antonio Estrada Jr. | |
Title: | Chief Financial Officer | |
(Duly Authorized Officer and Principal Financial Officer) |
2
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Oct. 31, 2017 |
Dec. 19, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Digerati Technologies, Inc. | |
Entity Central Index Key | 0001014052 | |
Trading Symbol | DTGI | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 9,458,556 |
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Oct. 31, 2017 |
Jul. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 8,958,556 | 8,386,056 |
Common stock, shares outstanding | 8,958,556 | 8,386,056 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 31, 2017 |
Oct. 31, 2016 |
|
OPERATING REVENUES: | ||
Cloud-based hosted services | $ 55 | $ 44 |
Total operating revenues | 55 | 44 |
OPERATING EXPENSES: | ||
Cost of services (exclusive of depreciation and amortization) | 45 | 33 |
Selling, general and administrative expense | 201 | 278 |
Stock compensation expense | 56 | |
Legal and professional fees | 119 | 10 |
Depreciation and amortization expense | 4 | 5 |
Total operating expenses | 425 | 326 |
OPERATING LOSS | (370) | (282) |
OTHER INCOME (EXPENSE): | ||
Interest income (expense) | ||
Total other income (expense) | ||
NET LOSS | $ (370) | $ (282) |
LOSS PER SHARE - BASIC AND DILUTED | $ (0.04) | $ (0.05) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 8,798,089 | 5,234,165 |
Basis of Presentation |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 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, 2017 contained in the Companys Form 10-K filed on December 14, 2017 have been omitted.
Income Taxes
The effective tax rate was 0% for the three months ended October 31, 2017 and 2016, respectively. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Since January 1, 2007, the Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board on income taxes which addresses how an entity should recognize, measure and present in the financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, the Company recognizes a tax benefit only if it is more likely than not that a particular tax position will be sustained upon examination or audit. To the extent the more likely than not standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As of October 31, 2017 we have no liability for unrecognized tax benefits.
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.
Reclassifications
For comparability, certain prior period amounts have been reclassified, where applicable, to conform to the financial statement presentation used in fiscal 2018. The reclassifications have no impact on net loss. |
Going Concern |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 GOING CONCERN
Financial Condition
Digeratis consolidated financial statements for the period ending October 31, 2017 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 accumulated a deficit of approximately $78,007,000 since 1993 and a working capital deficit of approximately $557,000 which raises substantial doubt about Digeratis 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 Companys operations over the next 12 months. The Companys ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, 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 equity or debt financing, sales of assets, or collaborative arrangements. 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 curtail 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 best-efforts 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.
Digeratis consolidated financial statements as of October 31, 2017 do not include any adjustments that might result from the inability to implement or execute Digeratis plans to improve our ability to continue as a going concern. |
Stock-Based Compensation |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 3 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. Digeratis 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 three months ended October 31, 2017, we did not issue any common stock to our employees. Digerati recognized approximately $56,000 and $0 in stock based compensation expense to employees during the three months ended October 31, 2017 and 2016, respectively. Unamortized compensation cost totaled $37,000 and $0 at October 31, 2017 and October 31, 2016, respectively. |
Non-Standardized Profit Sharing Plan |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Non-Standardized Profit Sharing Plan [Abstract] | |
Non-Standardized Profit Sharing Plan | NOTE 4 NON-STANDARDIZED PROFIT SHARING PLAN
We currently provide a Non-Standardized Profit Sharing Plan ("Plan"), adopted September 15, 2006. Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding. During the period ended October 31, 2017 and October 31, 2016, the Company did not make any contributions under the plan. |
Equity |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 5 EQUITY
During the three months ended October 31, 2017, the Company issued the following shares of common stock:
In August, 2017, the Company issued an aggregate of 480,000 shares of common stock for $240,000 and 3-year warrants to purchase 90,000 shares of common stock at an exercise price of $0.50 per share.
In September, 2017, the Company issued an aggregate of 12,500 shares of common stock with a market value at time of issuance of $4,375. The shares were issued for consulting services.
In October, 2017, the Company issued an aggregate of 80,000 shares of common stock for $40,000 and 3-year warrants to purchase 15,000 shares of common stock at an exercise price of $0.50 per share. |
Significant Customers |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Significant Customers [Abstract] | |
Significant Customers | NOTE 6 SIGNIFICANT CUSTOMERS
During the three months ended October 31, 2017, the Company derived a significant amount of revenue from four customers, comprising 19%, 17%, 11% and 8% of the total revenue for the period, respectively, compared to four customers, comprising 34%, 24%, 16% and 5% of the total revenue for the three months ended October 31, 2016.
During the three months ended October 31, 2017, the Company derived a significant amount of accounts receivable from three customers, comprising 56%, 18% and 11% of the total accounts receivable for the period, compared to three customers, comprising 50%, 37% and 6% of the total accounts receivable for the three months ended October 31, 2016. |
Agreement and Plan of Merger |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Business Combinations [Abstract] | |
Agreement and Plan of Merger | NOTE 7 – AGREEMENT AND PLAN OF MERGER
On May 8, 2017, Shift8 Technologies, In., a Nevada corporation ("Shift8 Tech"), a wholly owned subsidiary of Digerati Technologies, Inc., a Nevada corporation (the "Company"), and T3 Acquisition, Inc., a Florida corporation (Acquisition Sub"), and newly formed wholly-owned subsidiary of Shift8 Tech, entered into an Agreement and Plan Merger (the "Merger Agreement") with T3 Communications, a Florida corporation ("T3"). The Merger Agreement provides that, upon the terms and subject to the conditions thereof, the Acquisition Sub will be merged with and into T3, with T3 continuing as the surviving corporation and as a wholly-owned subsidiary of Shift8 Tech. The Company anticipates closing the transaction during second quarter of fiscal year 2018, the Merger has been approved by the Shareholders of T3 and is subject to certain customary closing conditions. In November 2017, under an Amendment to the Agreement and Plan of Merger, Shift8 funded to T3 a nonrefundable extension fee of $100,000 to extend the closing date until November 28, 2017. In December 2017, Shift8 funded to T3 a second nonrefundable extension fee payment of $100,000 to extend the closing date until December 22, 2017. Upon closing, the extension fee total of $200,000 will be credited towards the purchase price for the acquisition of T3. |
Subsequent Events |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS
Other Matters
On December 1, 2017, Shift8 Technologies, In., a Nevada corporation ("Shift8"), a wholly owned subsidiary of Digerati Technologies, Inc., a Nevada corporation (the "Company"), and Synergy Telecom, Inc., a Texas corporation ("Synergy"), closed a transaction to acquire all the assets, assumed all customers, and critical vendor arrangements from Synergy. Shift8 paid $125,000 upon execution of the agreement, issued 500,000 shares of common stock with an agreed market value of $200,000, and entered into a promissory note for $125,000 with an effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019. |
Basis of Presentation (Details) |
3 Months Ended | ||
---|---|---|---|
Jan. 01, 2007 |
Oct. 31, 2017 |
Oct. 31, 2016 |
|
Basis of Presentation (Textual) | |||
Effective tax rate, percentage | 0.00% | 0.00% | |
Settlement percentage | 50.00% |
Going Concern (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 31, 2017 |
Jul. 31, 2017 |
|
Going Concern (Textual) | ||
Accumulated deficit | $ (78,007) | $ (77,637) |
Working capital deficit | $ 557,000 |
Stock-Based Compensation (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Oct. 31, 2017 |
Oct. 31, 2016 |
Nov. 30, 2015 |
|
2015 Equity Compensation Plan [Member] | |||
Stock-Based Compensation (Textual) | |||
Shares of stock options | 7,500,000 | ||
Employees [Member] | |||
Stock-Based Compensation (Textual) | |||
Stock-based compensation expense to employees | $ 56,000 | $ 0 | |
Unamortized compensation cost | $ 37,000 | $ 0 |
Non-Standardized Profit Sharing Plan (Details) |
3 Months Ended |
---|---|
Oct. 31, 2017 | |
Non-Standardized Profit Sharing Plan (Textual) | |
Non-standardized profit sharing plan, description | Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding. |
Equity (Details) - Common Stock [Member] - USD ($) |
1 Months Ended | ||
---|---|---|---|
Oct. 31, 2017 |
Sep. 30, 2017 |
Aug. 31, 2017 |
|
Equity (Textual) | |||
Warrants to purchase of common stock | 15,000 | 90,000 | |
Exercise price, per share | $ 0.50 | $ 0.50 | |
Aggregate shares of common stock | 80,000 | 12,500 | 480,000 |
Issuance of common stock, value | $ 40,000 | $ 4,375 | $ 240,000 |
Warrants term | 3 years | 3 years |
Significant Customers (Details) |
3 Months Ended | |
---|---|---|
Oct. 31, 2017 |
Oct. 31, 2016 |
|
Concentration Risk [Line Items] | ||
Number of customers | 4 | 3 |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenue from customers | 19.00% | 34.00% |
Percentage of accounts receivable from customers | 56.00% | 50.00% |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenue from customers | 17.00% | 24.00% |
Percentage of accounts receivable from customers | 18.00% | 37.00% |
Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenue from customers | 11.00% | 16.00% |
Percentage of accounts receivable from customers | 11.00% | 6.00% |
Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenue from customers | 8.00% | 5.00% |
Agreement and Plan of Merger (Details) - Subsequent Event [Member] - USD ($) |
1 Months Ended | |
---|---|---|
Dec. 22, 2017 |
Nov. 28, 2017 |
|
Agreement and Plan of Merger (Textual) | ||
Nonrefundable extension fee | $ 100,000 | $ 100,000 |
Purchase price for the acquisition of T3 | $ 200,000 |
Subsequent Events (Details) |
Dec. 01, 2017 |
---|---|
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Description on execution of the agreement | Shift8 paid $125,000 upon execution of the agreement, issued 500,000 shares of common stock with an agreed market value of $200,000, and entered into a promissory note for $125,000 with an effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019. |
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