FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Bauer Roy A.   2. Issuer Name and Ticker or Trading Symbol Digitiliti Inc [digi.pk] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) N6654 STATE HWY 25 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2009 (Street) DURAND, WI 54736 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/30/2009   A(1)   546,875 A $ 0.2 546,875 D   Common Stock 12/31/2009   A(2)   109,374 A $ 0.2 656,249 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 0.2

10/31/2009

A(3)

500,000

10/31/2009

10/31/2014

Common Stock

500,000

$ 0.2

500,000

D

Options (4)

$ 0.385

02/06/2009

02/06/2019

Common Stock

225,000

225,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bauer Roy A. N6654 STATE HWY 25 DURAND, WI 54736	X		President

Signatures

Roy A. Bauer		02/23/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These shares were acquired in lieu of cash reflecting the payment of $109,375.05 in accrued wages due to Mr. Bauer by the Company as of September 30, 2009.
(2)	These shares were acquired in lieu of cash reflecting the payment of $21,847.80 in accrued wages due to Mr. Bauer by the Company for the months of October, November and December, 2009.
(3)	On October 30, 2009, the Board of Directors approved that Mr. Bauer be given a signing bonus of 500,000 Warrants at $0.20 per Warrant effective February 9, 2009.
(4)	On February 6, 2009, the Board of Directors of the Company granted Mr. Bauer the option to acquire 225,000 shares, with a three year vesting, at an exercise price of $0.385 per share, with a ten year term, as previously reported.

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