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

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  BAUER ROY
 2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2008		 3. Issuer Name and Ticker or Trading Symbol
Digitiliti Inc [DIGI.PK]
(Last)
(First)
(Middle)
N6654 STATE HWY 25		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DURAND, WI 54736		 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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 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
Options 10/13/2008 10/13/2018 Common Stock 125,000 (1) $ 0.385 D  
Options 02/06/2009 02/06/2019 Common Stock 100,000 (2) $ 0.385 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAUER ROY
N6654 STATE HWY 25
DURAND, WI 54736		   X     President  

Signatures

Roy A. Bauer 02/18/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Mr. Bauer was awarded the option to acquire 125,000 shares of the Company when he was elected to the Board of Directors on October 13, 2008, with a three year vesting, at an exercise price of $0.385 per share, with a ten year term.
(2) On February 6, 2009, the Board of Directors of the Company granted Mr. Bauer the option to acquire 100,000 shares, with a three year vesting, at an exercise price of $0.385 per share, with a ten year term.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.