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): ~~September~~November 15, 2011

DIGITILITI, INC.

(Exact name of registrant as specified in its charter)




DELAWARE	000-53235	26-1408538
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)




266 EAST 7^TH STREET, 4^TH FLOOR SAINT PAUL, MINNESOTA		55,101
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (651) 925-3200

(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 (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 15 - ~~Registrant's~~Corporate ~~Business~~Governance and ~~Operations~~Management

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) ~~June~~Effective 29December 1, 2011, ~~Digitiliti,~~Jack ~~Inc~~B. ~~(the~~Scheetz ~~“Company”)~~will ~~entered~~resign ~~into~~as the ~~Junior~~Interim ~~Secured~~President ~~Convertible~~and ~~Promissory~~Chief ~~Note~~Executive ~~and~~Officer ~~Warrant~~of ~~Purchase~~Digitiliti, ~~Agreement~~Inc. (~~“Purchase~~the ~~Agreement~~“Company”) ~~with~~as ~~certain~~contemplated ~~investors~~by ~~(“Investors”),~~his ~~whereby~~employment ~~upon~~agreement, ~~meeting~~which ~~certain~~provides ~~conditions~~that ~~the~~Mr. ~~Investors~~Scheetz ~~may~~would ~~purchase~~execute ~~up to~~ the ~~aggregate~~responsibilities ~~principal amount~~ of ~~$1,500,000~~President ofand ~~Junior~~CEO ~~Secured~~until ~~Convertible~~the ~~Promissory~~Company's ~~Notes~~hired ~~(“Notes”)~~ and ~~five-year~~employed ~~warrants~~a tonew ~~purchase~~president ~~the~~and ~~number~~CEO. ofMr. ~~shares~~Scheetz ofwill ~~common~~remain ~~stock~~a ~~equal~~member ~~to 10%~~ of the ~~principal~~Company's ~~amount~~Board of ~~the~~Directors, ~~Notes~~and ~~divided~~plans byto ~~the~~have ~~exercise~~a ~~price~~continuing ofactive ~~$0.06~~role ~~per~~with ~~share (“Warrants”) at~~ the ~~aggregate~~Company ~~purchase~~in ~~price~~its ~~equal~~strategic ~~to the principal amount of the Notes~~developments.

~~The~~(c) ~~Notes~~Effective ~~bear~~December ~~interest~~1, at2011, David Macey, will become the ~~rate~~President and Chief Executive Officer of 8%the ~~per~~Company. Mr. ~~annum~~Macey has served as Chief Executive Officer of SwiftKnowledge, ~~are~~Inc. ~~secured~~since by2010. ~~the~~Swiftknowledge ~~assets~~is a global provider of web-based business intelligence (BI) software that offered the ~~Company,~~only ~~but~~cloud computing-based suite designed for the ~~repayment~~financial isindustry. ~~subordinated~~From to2008 until the ~~repayment~~sale of ~~all~~McAfee, ~~secured~~Inc. ~~notes~~in ~~previously~~2010, ~~issued~~Mr. byMacey ~~the~~served ~~Company.~~as ~~The~~vice ~~Notes~~president ~~mature~~and ~~twenty~~general manager of McAfee Inc.'s industry-~~four~~leading, ~~months~~$300 ~~after~~million Web and Email Security business unit, where he grew the ~~closing~~business unit's revenue by 19 percent year-over-year and was responsible for its engineering, product management and product marketing functions. During 2008, Mr. Macey served as vice president and general manager of the ~~First~~$100 ~~Tranche~~million Secure Web Gateway division of Secure Computing, ~~but~~where he increased the ~~maturity~~division's ~~date~~revenue ~~may~~by be45 ~~extended~~percent byyear-over-year, achieved top market share in the ~~Company~~web ~~for~~security upappliance ~~six~~segment ~~additional~~for ~~months~~International Data Corp.'s ~~The~~2008 ~~payment~~ranking, ofand ~~principal~~implemented new product development and ~~accrued~~quality ~~interest~~assurance isprocesses. ~~due~~Secure onComputng ~~the~~was ~~maturity~~sold ~~date~~to McAfee in 2008. InFrom ~~addition~~2003 to 2007, ~~upon~~Mr. ~~meeting~~Macey ~~certain~~served ~~conditions,~~as ~~including~~vice ~~stockholder~~president ~~approval~~of toenterprise ~~increase~~content ~~the~~management ~~number~~sales at Oracle Corp. and executive vice president of ~~authorized~~international ~~shares~~operations at Stellent, ~~the~~Inc. ~~Notes~~- ~~may~~which bewas ~~convertible~~acquired ~~into~~by ~~common~~Oracle ~~shares~~in atMarch 2007 - where he grew international sales by more than 100 percent during a 36-month period. Before joining Stellent, Mr. Macey was the ~~conversion~~chairman ~~rate~~and ofchief $0technology officer for Millennium Communications Corp.06, ~~per~~a ~~share~~regional U.S. Internet services provider. Overall, Mr. Macey brings more than 17 years of industry experience to his role as President and CEO of the Company.

~~Upon~~In ~~meeting~~connection ~~certain~~with ~~conditions~~his appointment, ~~including~~Mr. Macey and the ~~hiring~~Company ofexecuted a ~~new~~Term ~~President~~Sheet ~~and~~that ~~Chief~~identifies ~~Executive~~material ~~Officer,~~terms ~~the~~to ~~Investors~~be ~~were~~included ~~entitled~~in his Employment Agreement that is expected to ~~purchase~~be inexecuted aprior ~~Second~~to ~~Tranche~~December an1, ~~additional~~2011. ~~minimum~~Under ~~principal~~the ~~amount~~terms of the Term Sheet, Mr. Macey will receive a base salary of $~~500~~190,000 ofper ~~Notes~~year and ~~Warrants~~is upeligible to areceive ~~maximum~~performance incentive bonuses of up to $120,000 during 2012, along with discretionary performance bonuses as determined by the Company's Compensation Committee. In addition, Mr. Macey will be granted an option on December 31, 2011, to purchase 4,000,000 shares of the Company's common stock with the exercise price equaling the closing price of the Company's common stock on December 31, 2011 that will vest ratably as to one-third (1/3rd) on on December 31, 2011, one-third (1/3rd) on December 31, 2012 and one-third (1/3rd) on December 31, 2013. Mr. Macey will also be granted on option on December 31, 2011 to purchase 6,000,000 shares of common stock “Performance Options” that will vest ratably as to one-third (1/3rd) on December 31, 2012, one-third (1/3rd) on December 31, 2013 and one-third (1/3rd) on December 31, 2014. The vesting of these performance options are conditioned on Mr. Macey meeting or exceeding certain revenue targets to be agreed to between Mr. Macey and the Company's Board of Directors.

~~The~~Additional ~~Purchase~~terms ~~Agreement~~of ~~further~~Mr. ~~provides that the Investors collectively have the right to nominate one director to the Company~~Macey's ~~Board~~employment ofwill ~~Directors~~be ~~for~~documented ~~as long as the Notes remain outstanding. In addition, the agreement restricts the Company from taking certain actions without written consent of holders of more than 50%~~ in ~~principal amount of~~ the ~~outstanding~~Employment ~~Notes, including the sale of the Company, amendment of the Certificate of Incorporation, change in the size of the Board of Directors and the creation of any new debt security. The Purchase~~ Agreement ~~also contains indemnification provisions~~.

~~Under~~The ~~the~~foregoing ~~terms~~description of the ~~Purchase~~Term ~~Agreement,~~Sheet ~~certain~~does ~~investors~~not ~~who~~purport ~~had~~to ~~purchased~~be ~~securities~~complete ~~from~~and ~~the~~is ~~Company~~qualified in aits ~~recent~~entirety ~~private~~by ~~placement~~reference ~~and~~to athe ~~director~~complete ~~who~~text ~~had~~of ~~previously~~the ~~purchased~~Term ~~promissory~~Sheet, ~~notes~~a ~~from~~copy ~~the~~of ~~Company~~which ~~may~~is ~~convert~~filed ~~such~~as ~~securities~~Exhibit ~~into~~10.1 ~~the~~to ~~same~~this ~~securities~~Current ~~sold~~Report toon ~~the~~Form ~~Investors~~8-K ~~under~~and ~~the~~is ~~Purchase~~incorporated ~~Agreement~~herein by reference.

~~Upon~~On November ~~entering~~16, ~~into~~2011, the ~~Purchase~~Company ~~Agreement~~issued ona ~~June~~press ~~29,~~release ~~2011,~~announcing the ~~Investors~~appointment ~~purchased~~of ~~$500,000~~Mr. inMacey. ~~principal~~A ~~amount~~copy of ~~Notes~~the ~~and~~press ~~Warrants~~release tois ~~purchase~~attached ~~833,334~~hereto ~~shares~~as Exhibit 99.1, which is ~~referred~~being tofurnished asand ~~the~~shall ~~First~~not ~~Tranche,~~be deemed “filed” for anthe ~~aggregate~~purposes ~~purchase~~of ~~price~~Section 18 of ~~$500~~the Securities Exchange Act of 1934,~~000.~~ Asas ~~conditions~~amended, toor ~~closing~~otherwise subject to the ~~First~~liabilities ~~Tranche, Jack~~of ~~Scheetz~~that ~~was~~section. ~~appointed~~The asinformation anin ~~interim~~Exhibit ~~President~~99.1 ~~and~~shall ~~Chief~~not ~~Executive~~be ~~Officer~~incorporated ~~and~~by asreference ainto ~~director~~any ~~until~~filing aunder ~~new~~the ~~President~~Securities ~~and~~Exchange ~~Chief~~Act ~~Executive~~of ~~Officer~~1934 ~~could~~or bethe ~~located~~Securities ~~and~~Act ~~hired~~of 1933. as amended, except as expressly set forth by ~~the~~specific ~~Company~~reference in such a filing.

OnSection ~~September~~5 ~~15,~~- ~~2011,~~Corporate ~~the~~Governance ~~Investors purchased $525,000 in principal amount of Notes~~ and Warrants to purchase 875,000 shares, which meets the minimum amount required of $500,000 to break escrow and release funds under the Second Tranche, for an aggregate purchase price of $525.000. Under the terms of the Purchase Agreement, the Investors may purchase up to a maximum amount of $1,000,000 of securities under the Purchase Agreement. As a condition for breaking escrow and releasing funds under the Second Tranche, the Investors waived the condition requiring the hiring of a new President and Chief Executive Officer. In addition, breaking escrow and releasing funds under this Second Tranche did not involve the repayment or conversion of $50,000 of indebtedness owed to one of the Company's directors as conditioned in the Purchase Agreement. At this time, this indebtedness will remain outstanding until resolved between the Company and the director. Management

~~The~~Item 5.07 ~~foregoing~~Submission ~~descriptions~~ of ~~the~~Matters ~~transaction and transaction documents do not purport~~ to bea ~~complete~~Vote ~~and are qualified in their entirety by reference to the complete text~~ of ~~the Purchase Agreement, Form of Note, Form of Warrant and the~~ Security ~~Agreement attached hereto as Exhibits 10~~Holders.1 to 10.4 (collectively, the “Transaction Documents”). The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Transaction Documents. Other investors and stockholders other than the Investors are not third party beneficiaries under the Transaction Documents and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected in the Company's public disclosures.

~~Section~~The 3Company -held ~~Securities~~its ~~and~~annual ~~Trading~~meeting ~~Markets~~of stockholders on November 15, 2011. At the meeting, the stockholders approved all of the following proposals set forth in the Definitive Proxy Statement on Form DEF 14A filed with the SEC on October 4, 2011:

~~Item~~1. 3Election of four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.02 ~~Unregistered~~The ~~Sales~~results of ~~Equity~~the ~~Securities~~votes to elect the four directors was as follows:

The securities described in Item 1.01 above were offered and sold solely to Investors who were “accredited investors” (as defined by Rule 501 under the Securities Act) in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect.



Name	Votes For	Votes Withheld	Broker Non-Votes
Jack B. Scheetz	38,623,237	179,829	2,813,583
Kent O. Lillemoe	38,623,437	179,629	2,813,583
Kedar R. Belhe	13,693,752	25,109,314	2,813,583
David F. Dalvey	38,583,437	219,629	2,813,583

~~Section~~2. 8Approval -of ~~Other~~the ~~Events~~amendment to our Certificate of Incorporation to increase the number of authorized shares from 135,000,000 to 200,000,000 shares and allocate the additional shares as common stock. The proposal was approved based on the following votes:

Item 8.01 - Other Events



Votes for approval		41,192,986
Votes against		5,152,643
Abstentions		165,867
Broker non-votes		10,562,013

~~The Company has attached as Exhibit 10~~3.6 ~~the~~Ratification ~~employment~~of ~~agreement~~appointment ~~for Jack Scheetz that was inadvertently not included in the filing~~ of ~~the~~Malone ~~Company's~~and ~~Form 10-Q for the period ending June 30~~Bailey, ~~2011.~~LP ~~Also~~to ~~attached~~serve as ~~Exhibits 10.1 to 10.6 are~~ the ~~Transaction~~independent ~~Documents~~registered ~~listed~~public asaccounting ~~Exhibits~~firm ~~to the Company's Form 10-Q~~ for the ~~period~~year ending ~~June~~December 3031, 2011. ~~that~~The ~~did~~proposal ~~not~~was ~~get~~approved ~~filed~~based ~~with~~on the ~~Form~~following ~~10-Q.~~ votes:



Votes for approval		46,394,390
Votes against		3,537
Abstentions		128,571
Broker non-votes		none

Section 9- Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 ~~Junior~~ ~~Secured~~Term ~~Convertible~~Sheet ~~Promissory~~dated ~~Note~~November ~~and~~15, ~~Warrant~~2011, ~~Purchase~~between ~~Agreement~~David Macey and Digitiliti, Inc.

1099.~~2 Form~~1 ofPress ~~Junior~~Release ~~Secured~~of ~~Convertible~~Digitiliti, ~~promissory~~Inc. ~~Note~~ dated ~~June~~November 2916, 2011.

10.3 Form of Security Agreement

10.4 Form of Warrant Agreement

10.5 Ehsssan Taghizadeh's Separation Agreement dated June 29, 2011

10.6 Jack Scheetz Employment Agreement dated June 29, 2011

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.

DIGITILITI, INC.

Date: ~~September~~November 2118, 2011

By: /s/ William McDonald

Name: William McDonald

Title: Chief Financial Officer

~~6110174v1~~5450729v3

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