FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Scheetz Jack B.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2011 

3. Issuer Name and Ticker or Trading Symbol

Digitiliti Inc [DIGI.PK]

(Last)        (First)        (Middle)

266 EAST 7TH STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim President & CEO /

(Street)

ST. PAUL, MN 55075       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001   275000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy)   (1) 2/28/2011   2/28/2016   Common Stock   137500   $0.30   D    
Secured Convertible Promissory Note (Right to Convert)   (1) 2/28/2011   8/1/2012   Common Stock     (2) $0.20   D    

Explanation of Responses:
( 1)  Mr. Scheetz purchased the promissory note in the principal amount of $55,000 and the warrant under the Convertible Promissory Note and Warrant Purchase Agreement dated February 28, 2011. The note is convertible into common shares at the option of the holder at any time prior to maturity.
( 2)  The number of shares is dependent on the outstanding principal balance on the note plus accred but unpaid interest on the note at the time of conversion.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Scheetz Jack B.
266 EAST 7TH STREET
ST. PAUL, MN 55075
X
Interim President & CEO

Signatures
Jack B. Scheetz 7/8/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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