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

September 1211, 2017

Date of Report (Date of earliest event reported)

DIGILITI MONEY GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		~~000~~001-~~53925~~37913		27-2205650
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

18671 Lake Drive East

dellFive Business Park G

Minneapolis, MN

55317

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 698-6980

N/A

(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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 43.01 ~~Changes~~Notice inof ~~Registrant’s~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 1211, 2017, ~~the Board of Directors of~~ Digiliti Money Group, Inc. (the “Company”) ~~approved~~received a notice (the “Notice”) from the ~~appointment~~Listing Qualifications Department of ~~Wei~~The ~~Wei~~Nasdaq &Stock ~~Co.,~~Market ~~LLP,~~(“Nasdaq”) anindicating ~~independent~~that ~~member~~the ofCompany ~~BDO~~is ~~Alliance~~not ~~USA~~in compliance with Listing Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “~~Wei~~Form ~~Wei~~10-Q”). asThe Notice also indicated that, based on the departure of certain directors of the Company’s Board of Directors (the “Board”), (see, the Company’s ~~new~~Current ~~independent~~Reports ~~registered~~on ~~public~~Form ~~accounting~~8-K ~~firm,~~filed ~~effective~~on ~~immediately~~September 1, to2017 ~~perform~~and ~~independent~~September ~~audit services~~7, ~~for~~2017), the ~~fiscal~~Company ~~year~~does ~~ending~~not ~~December~~comply 31with Nasdaq’s majority independent board requirement. Further, because ~~2017~~of ~~and~~the toresignation ~~re-audit~~of certain independent directors, the Company’s ~~financial~~does ~~statements~~not ~~for~~comply with the ~~fiscal~~audit committee, compensation ~~year~~committee ~~ended~~and ~~December~~nominating 31committee composition requirements under Nasdaq Listing Rules 5605(b)(1), ~~2016~~5605(c)(2), 5605(d)(2) and 5605(e).

~~During~~Based ~~each~~on of the ~~fiscal~~discretionary ~~years~~authority ~~ended~~given ~~December~~to ~~31,~~Nasdaq ~~2016~~under ~~and~~Nasdaq ~~December~~Listing 31Rules, ~~2015,~~Nasdaq ~~and~~has ~~through~~given ~~September~~the ~~12,~~Company ~~2017,~~until ~~neither~~September ~~the Company~~20, ~~nor~~2017 ~~anyone~~to onsubmit ~~its~~a ~~behalf,~~plan ~~consulted~~as ~~Wei~~to ~~Wei~~how ~~regarding~~it ~~either~~intends ~~(i)~~to ~~the~~regain ~~application~~compliance ofwith ~~accounting~~Nasdaq’s ~~principles~~continued tolisting arequirements. ~~specified~~The ~~transaction,~~Company’s ~~either~~Board ~~completed~~has ordetermined ~~proposed~~that, orwhile some of the ~~type~~listing ofdisqualifications ~~audit~~can ~~opinion~~be cured promptly, others would require significant capital and resources that ~~might~~it bedoes ~~rendered~~not ~~with~~have. ~~respect~~The toBoard ~~the~~has ~~consolidated~~also ~~financial~~determined ~~statements~~ that allowing the delisting of the Company, ~~and~~from noNasdaq would ~~written~~facilitate ~~report~~financing oras ~~oral~~well ~~advice~~as ~~was~~current ~~provided~~M&A toand ~~the~~restructuring ~~Company~~opportunities, bywhich ~~Wei~~would ~~Wei~~be ~~that~~more ~~was~~time anconsuming ~~important~~and costly ~~factor~~to ~~considered by~~complete ~~the~~while ~~Company~~on inNasdaq. ~~reaching~~As a ~~decision~~result, asthe toBoard ~~any~~believes ~~accounting,~~that ~~auditing~~it oris ~~financial~~in ~~reporting~~the ~~issue;~~best orinterest ~~(ii)~~of ~~any~~the ~~matter~~Company ~~that~~to ~~was~~delist from Nasdaq to facilitate its current restructuring plans. If the ~~subject~~Company ofis adelisted ~~“disagreement”~~from ~~(as~~Nasdaq, ~~defined~~it inintends ~~Item~~on ~~304(a)(1)(iv)~~applying offor ~~Regulation~~listing on ~~S-K~~one ~~and~~of the ~~related~~OTCQB, ~~instructions)~~ QX or aPK ~~“reportable~~markets ~~event”~~once ~~(as~~it ~~that~~satisfies ~~term~~the isappropriate ~~defined~~financial inreporting ~~Item~~and ~~304(a)(1)(v)~~other listing qualification requirements of ~~Regulation~~such ~~S-K)~~market.

Item 7.01 Regulation FD Disclosure

A copy of the press release disclosing receipt of the Notice is provided as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit 99.1 – Press release, dated September 15, 2017, of Digiliti Money Group, Inc.

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.

September 1415, 2017

	DIGILITI MONEY GROUP, INC.

	By:	/s/ Bryan Meier
		Bryan Meier
		Interim Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Press release, dated September 15, 2017, of Digiliti Money Group, Inc.

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