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~~January 2625, ~~2017~~2018

Date of Report (Date of earliest event reported)

DIGILITI MONEY GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-37913		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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Effective September~~On 26January 25, ~~2017~~2018, ~~the~~Digiliti Money ~~Board~~Group, ofInc., ~~Directors~~a Delaware corporation (the “~~Board~~Company”) ofor “DGLT”), Digiliti Money, Inc., a Minnesota corporation and wholly owned subsidiary of DGLT (“DMI”), Urban FT Group, Inc., a Delaware corporation (~~the~~“UFTG”) and FinTech Imaging Solutions, Inc., a Delaware corporation and affiliate of UFTG (“~~Company~~FTIS”), ~~elected~~entered ~~Cliff~~into ~~Mason~~a Merger Agreement (the “Merger Agreement”), pursuant to which, among other things, DMI will merge with and into FTIS, with FTIS becoming the ~~Board~~surviving entity (the “Merger”).

~~Mr. Mason~~Prior isto ~~currently~~ the ~~President~~closing date of ~~Total~~the ~~Administrative~~Merger, ~~Services~~and ~~Corporation,~~among ~~the~~other ~~nation’s~~conditions ~~largest~~to closing, ~~privately~~DMI ~~held,~~will ~~third-party administrator~~transfer ~~for~~all ~~employee~~of ~~benefits~~its ~~programs~~core technology assets to Digital Money Technologies, Inc., Hea ~~has~~newly ~~more~~formed ~~than~~Minnesota 25corporation ~~years~~and subsidiary of ~~experience~~DGLT in(“DMT”) ~~financial~~that ~~services~~is not subject to the Merger, and ~~including~~which ~~payment~~entity will license said software pursuant to a Software License Agreement (the “Software License”) ~~networks~~to Urban FT (North America), ~~processors~~LLC, a Delaware limited liability company and ~~professional~~wholly ~~services.~~owned ~~Moreover,~~subsidiary heof ~~has~~UFTG ~~extensive~~(“UFT-NA”) for ~~experience~~two inyears ~~ACH,~~for ~~card,~~a ~~check,~~license ~~credit,~~royalty ~~debit~~fee of $360,000 ~~prepaid and~~per ~~alternative~~year. ~~systems~~The Software License also grants UFT-NA a right of ~~payment~~first refusal with respect to the Company’s core software assets being licensed by them, ~~including~~along ~~digital~~with ~~banking~~an ~~solutions~~option to purchase said software for $3,000,000.

~~Previously, Mr.~~In ~~Mason~~consideration ~~served~~of asthe Merger, ~~Executive~~DGLT ~~Vice~~shall ~~President~~receive a payment of ~~Payment~~$250,000, ~~Technologies~~assumption ~~with~~of ~~Swift~~certain ~~Exchange~~liabilities by FTIS, ~~LLC~~a Secured Promissory Note (the “~~Swift~~FTIS Note”) issued by FTIS in the amount of $2,370,163 ~~where~~(which heamount is subject to certain post-closing ~~led~~adjustments ~~multiple~~as ~~teams~~specified ~~focused~~in the Merger Agreement, based on ~~facilitating~~certain ~~Swift’s~~liabilities ~~strategy~~of ~~for~~DMI ~~in-store~~and/or ~~payments~~DGLT ~~with~~being ~~enterprise~~assumed ~~merchants~~or inpaid ~~North~~by ~~America.~~FTIS ~~Prior~~or toits ~~joining Swift~~affiliates), ~~Mr.~~and ~~Mason~~a ~~served~~cash asfee ~~Senior~~during ~~Vice~~the ~~President~~first ofyear ~~Sales~~after ~~for~~the ~~TxVia,~~closing adate ~~payments~~of ~~technology~~a ~~company~~percentage ~~with~~of revenues relating to the DMI prepaid card business being acquired by FTIS. The terms of the FTIS Note further provide that ~~grew~~it ~~from~~will $5be ~~million~~guaranteed by UFTG pursuant to ~~over~~a ~~$70~~separate ~~million~~Guarantee ~~prior~~agreement toand, ~~its~~that ~~acquisition~~repayment is secured by ~~Google.~~a ~~Prior~~lien on all of the assets of FTIS pursuant to ~~joining~~a ~~TxVia,~~separate MrSecurity Agreement. ~~Mason~~The ~~served~~FTIS ~~in various~~Note ~~leadership~~pays ~~roles~~interest at ~~eCache~~a rate of 4% and ~~TSYS~~matures in February 2020.

~~Mr. Mason~~The ~~earned~~Merger ais ~~B.S. degree in Finance from Villanova University. He currently serves as Chairman of the Board of Directors for~~anticipated ~~Urban FT, a party~~ to ~~a proposed merger~~occur, ~~share~~presuming ~~exchange,~~satisfaction ~~asset acquisition or similar business combination resulting in the acquisition by the Company~~ of ~~Urban~~all FTclosing orconditions, ~~its~~no ~~assets~~later ~~(the~~than ~~“Proposed~~February ~~Acquisition”)~~24, 2018.

~~Mr.~~Concurrent with the ~~Mason~~closing ~~has~~of nothe ~~family~~Merger, ~~relationship~~Urban ~~with~~FT ~~any~~Equities, ~~other~~Inc. ~~officer~~(“UFTE”), orDGLT ~~director~~and DMI shall agree to amend the terms of the Secured ~~Company.~~Promissory ~~Except~~Note, ~~for~~dated September 1, 2017 (the ~~Proposed~~“DGLT ~~Acquisition~~Note”), ~~neither~~issued by the Company to UFTE (incorporated Mrby reference to Exhibit 10.1 ~~Mason~~to ~~nor~~the ~~any~~Company’s ~~immediate~~Current ~~family~~Report ~~member~~on ofForm ~~Mr.~~8-K ~~Mason~~filed ~~has~~on aSeptember ~~material~~8, ~~interest~~2017) inso ~~any~~as ~~transaction~~to ~~with~~have the ~~Company~~same maturity ~~involving~~date as the ~~payment~~ orFTIS ~~receipt~~Note. The DGLT Note will also be amended so as to allow conversion into common stock of DGLT atupon ~~least~~the ~~$120,000~~occurrence of certain events.

The foregoing description of the Merger and the Merger Agreement and the related documents is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the terms of which are herein incorporated by reference. The Merger Agreement and other transaction documents are further subject to completion prior to closing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Merger Agreement, dated January 25, 2018, by and among Urban FT Group, Inc., FinTech Imaging Solutions, Inc., Digiliti Money, Inc. and 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 28~~February 1, ~~2017~~2018

	DIGILITI MONEY, INC.

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

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