Digerati Technologies, Inc. has entered into an Agreement and Plan of Reorganization by and among Waste Deep, Inc., and the holders of securities of Waste Deep. The reorganization is expected to be completed on or about November 26, 2012. As a result, Digerati will own 100% of the voting stock of Waste Deep which will change its name to a name selected by the management of Waste Deep.

The Reorganization has been approved by the shareholders of Waste Deep. As part of the business combination, new officers and directors will be appointed; Mr. John Howell as CEO, chairman and director. Arthur L. Smith is the outgoing Chief Executive Officer of Digerati Technologies, Inc. Under the Agreement and Plan of Reincorporation, Mr. John Howell will be appointed director followed by the resignation of John R. Fleming and Murray R. Nye from all offices and positions with Digerati.

Mr. John Howell will not begin his term as officer and additional director until after the expiration of the 10 day period beginning on the later of the date of the filing of this Information Statement with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information Statement to Digerati's shareholders. Mr. Arthur L. Smith will continue to serve.