UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGICORP - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class Securities) 475157500 ------------------------------------------------------------------------------- (CUSIP Number) Louis M. Glazer Chairman and Chief Executive Officer Patient Safety Technologies, Inc. 1800 Century Park East, Suite 200 Los Angeles, CA, 90067 (310) 752-1416 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 pages CUSIP No. 475157500 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation) 13-3419202 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 2,781,727 Number of Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 0 Owned by Each ------------------------------------------------------------ Reporting Person 9. Sole Dispositive Power 2,781,727 With: ------------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,781,727 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 7.9% (based upon 35,407,184 shares outstanding as of January 13, 2006, as such information was provided by the Issuer) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 6 pages Patient Safety Technologies, Inc. (f.k.a., Franklin Capital Corp.), a Delaware corporation ("PST" or the "Company"), pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), hereby files this amended Schedule 13D (the "Statement") with the Securities and Exchange Commission. The Schedule 13D filed on January 3, 2005 by the Company is hereby amended and supplemented as follows: Item 1. Security and Issuer This statement relates to the common stock, $.001 par value ("Common Stock"), issued by DigiCorp, a Delaware Corporation ("Digicorp"). The address of the principal executive offices of DigiCorp is 1206 West South Jordan Parkway, Unit B, South Jordan, Utah 84095. Item 2. Identity and Background The Reporting Person is as follows: Name: Patient Safety Technologies, Inc. (f.k.a., Franklin Capital Corp.) Place of Organization: Delaware Principal Business: Operating Company Address: 1800 Century Park East, Suite 200, Los Angeles, CA, 90067 Criminal Proceedings: None Applicable Civil, Judicial or Administrative Proceedings: None Item 3. Source and amount of Funds or other Consideration The aggregate amount of funds used by PST to purchase Digicorp shares of Common Stock was approximately $1,150,000. Such amount was derived from working capital. Item 4. Purpose of Transaction On December 21, 2005, Digicorp reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") that that it had entered into a Stock Purchase Agreement with Rebel Crew Films, Inc, a California corporation ("Rebel Crew Films"), Rebel Holdings, LLC, a California limited liability company ("Rebel Holdings"), and Cesar Chatel, to purchase (the "Acquisition") all of the issued and outstanding shares of capital stock of Rebel Crew Films. Upon closing of the transaction, Digicorp was required to issue 21,207,080 shares of the Company's common stock (the "Purchase Price") to the shareholders of Rebel Crew Films as compensation for the issued and outstanding capital stock of Rebel Crew Films. The Stock Purchase Agreement required that the Acquisition close no later than March 20, 2006. On January 5, 2006, Digicorp reported in a Current Report on Form 8-K that the transaction with Rebel had closed and the Company completed the acquisition of Rebel Crew Films. In connection with the closing of the Acquisition, Digicorp issued 21,207,080 shares of common stock (the "Acquisition Shares") to the shareholders of Rebel Crew Films as compensation for the issued and outstanding capital stock of Rebel Crew Films. The issuance of Acquisition Shares by Digicorp to Rebel Crew Films resulted in an increase in the total shares outstanding of the Issuer. The issuance of Acquisition Shares, in combination with PST's disposition of shares, resulted in a greater than one percent decrease in the PST's beneficial ownership of the Shares. Page 3 of 6 pages Subject to availability at prices deemed favorable, PST may acquire additional shares of Common Stock of Digicorp from time to time in the open market, in privately negotiated transactions or otherwise. PST may also dispose of shares of Common Stock of Digicorp from time to time in the open market, in privately negotiated transactions or otherwise. PST or persons affiliated therewith may also enter into transactions directly with Digicorp with respect to the acquisition or disposition of shares, or otherwise. Except as set forth above, PST has no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing represents the range of activities presently contemplated by PST with respect to Digicorp and the Common Stock, it should be noted that the possible activities of PST are subject to change at any time. Item 5. Interest in Securities of the Issuer (a) As of January 20, 2006, PST directly or indirectly beneficially owned 2,781,727 shares, or 7.9%, of Common Stock of Digicorp (the percentage of the shares of Common Stock owned based upon 35,407,184 shares outstanding as of January 13, 2006, as such information was provided by the Issuer). (b) The response of PST to Items 7 through 11 set forth on the cover page of this Statement, which relate to beneficial ownership of shares of the Digicorp Common Stock, are incorporated herein by reference. (c) Below is a list of each transaction in shares of Digicorp Common Stock that involved PST during the previous sixty days.