SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Digicorp,
Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
475157500
(CUSIP
Number)
Robert
Kramer, Esquire
4000
Hollywood Blvd
Suite
485 South
Hollywood,
FL 33021
______________954-966-2112___________
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
March 26,
2008
(Date of
Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13D to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of ss.240.13d-l (e), 240.13d-l (f) or
240.13d-l(g), check the following box. o
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.
(1) 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
disclosures provided in a prior cover page.
The
information required on 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).
CUSIP No. 475157500
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1. Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Dennis
L. Pelino
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2. Check
the Appropriate Box if a Member of a Group
(a)
|_|
(b)
|_|
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3. SEC
Use Only
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4. Source
of Funds
PF
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5. Check
if Disclosure of Legal Proceedings Is Required Pursuant
to |_|
Items
2(d) or 2(e)
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6. Citizenship
or Place of Organization
United
States
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Number of
Shares 7. Sole Voting
Power
Beneficially 10,000,000
Owned by
Each --------------------------------------------------------
Reporting
Person 8. Shared Voting
Power
With
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9.
Sole Dispositive Power
10,000,000
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10.
Shared Dispositive Power
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11. Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
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12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
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13. Percent
of Class Represented by Amount in Row (11)
19.8%
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14. Type
of Reporting Person
IN
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ITEM
1. SECURITY AND ISSUER
The class
of equity security to which this statement relates is the common stock, $.001
par value per share (the “Common Stock”), of Digicorp, Inc., a Delaware
corporation (the “Company”). The address of the principal executive
offices of the Company is 4143 Glencoe Ave, Marina
Del Rey, California, 90292.
ITEM
2. IDENTITY AND BACKGROUND
This
statement is being filed by Dennis L. Pelino, an individual and a United States
citizen. His principal occupation is a private
investor. His business address is 400 Alton Road, Suite 3107, Miami
Beach, Florida 33139.
During
the past five years, Mr. Pelino has not: (i) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction for which he was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws, or (ii) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March
26, 2008, Dennis L. Pelino purchased from the Company 10,000,000 newly issued
shares of Common Stock at $0.03 per share for an aggregate purchase price of
$300,000. The foregoing shares were acquired with personal
funds.
ITEM
4. PURPOSE OF TRANSACTION
The
shares were acquired for investment purposes only. As an investor in the
Company, Mr. Pelino (the “Reporting Person”) may engage in communications with
one or more stockholders and/or one or more members of the Company's Board of
Directors and management regarding the Company, its operations and its
prospects, although no such communications have taken place to date, with the
exception of such limited conversations with management as were necessary to
complete the Reporting Person’s acquisition of the shares.
In the
ordinary course, the Reporting Person intends to review his investment in the
Company from time to time. Although it is not the Reporting Person’s
present intention, the Reporting Person may decide at any time in the future to
increase or decrease the size of his investment in the Company, depending upon
the price and availability of the securities of the Company, subsequent
developments affecting the Company, the Company's business and prospects, other
investment and business opportunities available to the Reporting Person, general
stock market and economic conditions, tax considerations and other factors
deemed relevant. The Reporting Person has no present plans or
proposals that relate to or would result in: (a) the acquisition of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) a change in the present Board of Directors or management of
the Company; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above. However, the Reporting Person reserves
the right to change his plans and intentions at any time in the future, as he
deems appropriate. Notwithstanding the foregoing, the Reporting Person and the
Company have had and may have further discussions with respect to transactions
to enhance the Company’s business and the Reporting Person may in the future
make proposals to the Company’s management and Board of Directors for their
consideration.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
(a) This
filing relates to 10,000,000 shares of Common Stock of the Company representing
19.8% of the issued and outstanding shares of Common Stock, of which the
Reporting Person is the beneficial owner.
(b) The
Reporting Person has the sole power to vote or dispose of the shares of Common
Stock.
(c)
None.
(d) No
other persons have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the shares which are the subject
of this filing.
(e) Not
applicable
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The
Reporting Person entered into a subscription agreement with the Company in
connection with his purchase of the Common Stock. The subscription
agreement provides the Reporting Person with the right to have his shares of
Common Stock included in any registration statement that the Company files under
the Securities Act of 1933, as amended (the “Securities Act”) (excluding
registration statements on SEC Forms S-4, S-8 or any successor forms thereto) in
order to permit the public resale of such shares. In addition, for a
limited period, the subscription agreement provides the Reporting Person with
the right to purchase his pro rata share of any equity or equity linked
securities that the Company may propose to issue or sell, except for securities
(i) offered to the public generally pursuant to a registration statement under
the Securities Act, (ii) issued in connection with any stock split, stock
dividend or recapitalization of the Company, (iii) issued to officers,
directors, employees or consultants of the Company pursuant to stock grants,
stock purchase and stock option plans or other stock incentive programs,
agreements or arrangements approved by the Company’s Board of Directors, (iv)
issued pursuant to the acquisition of all or part of another company by the
Company by merger or other reorganization or by purchase of all or part of the
assets of another company (including but not limited to the acquisition of
technology or other rights) or pursuant to joint venture, strategic partnership
or similar relationship, and (v) issued to lenders, lessors, licensors, or other
parties in non-equity financing transactions.
Other
than the foregoing, there are no contracts, arrangements, understandings or
other understandings between the Reporting Person on the one hand and any other
person with respect to any securities of the Company.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
99.1 Subscription
Agreement, dated March 26, 2008, by and between Dennis L. Pelino and the
Company
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
April 6, 2008
/s/ Dennis
L. Pelino_______
Dennis L.
Pelino
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
ATTENTION:
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001) SEC 1746 (11-03)