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): August 1 21, 2024

DIGITAL LOCATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54817

20-5451302

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1117 State Street, Santa Barbara, CA		93101
3700 State Street, Suite 350, Santa Santa Barbara, CA		93105
(Address of Principal Executive Offices)		(Zip Code)

(805) 456-7000

(Registrant’s telephone number, including area code)

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 (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered Common DLOC OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 71.0102 ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement.

On August 121, 2024, Digital Locations, Inc. (the “Company”) ~~issued~~sent anotice ~~press~~terminating ~~release.~~the Aexisting ~~copy~~sponsorship agreement, as amended (the “Agreement”) with The Florida International University Board of Trustees ( “FIU”), to conduct the ~~press~~work ~~release~~related to isthe ~~attached~~project ~~hereto~~entitled as“Direct ~~Exhibit~~Phone 99to Satellite Communication.1” The Company has decided to terminate the Agreement due to a change in business strategy based on recent developments in the satellite communication industry. The termination will be effective on September 20, 2024.

~~Exhibit~~Item 995.102 ~~contains~~Departure ~~forward-looking~~of ~~statements.~~Directors ~~These~~or ~~forward-looking~~Certain ~~statements~~Officers; ~~are~~Election ~~not guarantees~~ of ~~future~~Directors; ~~performance~~Appointment ~~and~~of ~~involve~~Certain ~~risks, uncertainties~~Officers; ~~and~~Compensatory ~~assumptions~~Arrangements ~~that are difficult to predict. Forward-looking statements are based upon assumptions as to future events~~of ~~that~~Certain ~~may not prove to be accurate~~Officers. ~~Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.~~

~~The~~On ~~information~~August ~~set forth under this Item 7.01~~15, ~~including Exhibit 99.1~~2024, isthe ~~being~~Board ~~furnished and, as a result, such information shall not be deemed “filed” for purposes~~ of ~~Section~~Directors 18 of the ~~Securities~~Company ~~Exchange~~elected ~~Act~~to ofterminate ~~1934, as amended (~~the ~~“Exchange~~Independent ~~Act”), or~~Contractor ~~otherwise~~with ~~subject~~Rich toBerliner ~~the~~as ~~liabilities~~ of ~~such Section~~October 31, ~~nor~~2024. ~~shall~~Mr. ~~such~~Berliner ~~information~~will becontinue ~~deemed~~to ~~incorporated~~serve byas ~~reference in any filing under~~ the ~~Securities~~Company’s ~~Act~~CEO ofand ~~1933,~~Director asand ~~amended,~~receive orcompensation ~~the~~through ~~Exchange~~October ~~Act~~31, ~~except as expressly set forth by specific reference in such a filing~~2024.

Item 9.01 Exhibits

99.1		Press Release dated August 1, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 thereunto duly authorized.

	DIGITAL LOCATIONS, INC.
Date: August 2, 2024	By:	/s/ Rich Berliner
Date: August 26, 2024	By:	/s/ Rich Berliner
	Name:	Rich Berliner
	Title:	Chief Executive Officer

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