Form: 10QSB

Optional form for quarterly and transition reports of small business issuers

May 10, 2005

10QSB: Optional form for quarterly and transition reports of small business issuers

Published on May 10, 2005

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

Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005


[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER ________________________________


DIGICORP
(Name of small business issuer in its charter)

UTAH 87-0398271
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)


1206 West South Jordan Parkway, Unit B, South Jordan, Utah 84095
(Address of principal executive offices)

Issuer's telephone Number: (801) 566-3000

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2005, the issuer had
9,742,857 outstanding shares of Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]





1


TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

SIGNATURES




7

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DIGICORP
(A Development Stage Company)

BALANCE SHEETS
(Unaudited)





Assets Mar. 31, 2005


Cash $ 1,953

Total current assests 1,953
------------


Liabilities and Shareholders' Equity
Current liabilities $ 673
------------
Commitments and contingencies

Shareholders' equity:
Common stock, par value $0.001 per share;
50,000,000 shares authorized; 9,742,857,
shares issued and outstanding 9,743
Additional paid-in capital 523,338
Accumulated deficit (531,801)
------------
Total shareholders' equity 1,953
------------
Total liabilities and stockholder's equity $ 1,953
------------






The accompanying notes are an integral part of these financial statements.






DIGICORP
(A Development Stage Company)

STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31, Cumulative
2005 2004 Amounts
-------------- -------------- ----------

Revenues $ -0- $ -0- -0-
-------------- -------------- ----------

Expenses
General and administrative 996 200 20,174
-------------- -------------- ----------
Loss from operations -0- -0- (20,174)
-------------- --------------

Net loss before income taxes (996) 200 (20,174)

Provision for income taxes -0- -0- -0-
-------------- -------------- ----------

Net (loss) $ (996) (200) (20,174)
-------------- -------------- ----------

Loss per common share - basic and diluted $ .00 $ .00

Weighted average common shares -
basic and diluted 9,743,000 9,743,000
-------------- --------------





Nine Months
Ended March 31,
2005 2004
-------------- --------------

Revenues $ -0- $ -0-
-------------- --------------

Expenses
General and administrative 2,711 2,562
-------------- --------------
Loss from operations (2,711) (2,562)
-------------- --------------
Net loss before income taxes (2,711) (2,562)
Provision for income taxes -0- -0-
-------------- --------------

Net (loss) $ (2,711) (2,562)
-------------- --------------

Loss per common share - basic and diluted $ (.00) $ .00

Weighted average common shares -
basic and diluted 9,743,000 9,521,000
-------------- --------------




The accompanying notes are an integral part of these financial statements.



DIGICORP
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Unaudited)






For the Nine Months
Ended March 31, Cumulative
2005 2004 Amounts

Cash flows from operating activities -------------- -------------- ---------
Net (loss) $ (2,711) $ (2,562) (20,174)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Stock issued for services -0- -0- 5,000
Increase in current liabilities 673 -0- 673
Decrease in related party payable -0- (235) -0-
-------------- -------------- ---------
Net cash used in operating activities (2,038) (2,797) (14,501)
-------------- -------------- ---------

Cash flows from investing activities: -0- -0- -0-
- ------------------------------------- -------------- -------------- ---------

Cash flows from financing activities:
Proceeds from issuance of common stock -0- 7,000 16,000
-------------- -------------- ---------
Net cash provided by financing activities -0- 7,000 16,000
-------------- -------------- ---------


Net increase (decrease) in cash (2,038) 4,203 1499

Cash, beginning of period 3,991 -0- 454
-------------- -------------- ---------

Cash, end of period 1,953 4,203 1,953
--------------- -------------- ---------




The accompanying notes are an integral part of these financial statements.




DIGICORP
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
March 31, 2005

NOTE 1 - BASIS OF PRESENTATION

The financial statements presented in this report have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission for interim
reporting and include all adjustments which are, in the opinion of management,
necessary for fair presentation. These financial statements have not been
audited by an independent accountant. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to such
rules and regulations for interim reporting. These financial statements for the
three and nine month periods ended March 31, 2005 are not necessarily indicative
of the results, which may be expected for an entire fiscal year.

NOTE 2 - EARNINGS (LOSS) PER SHARE

Earnings (loss) per common share have been computed based on net income (loss)
divided by the weighted average number of common shares outstanding during the
period.

NOTE 3 - GOING CONCERN

As shown in the accompanying financial statements, the Company reported a loss
during the period ended March 31, 2005. The company presently has no source of
revenues. Therefore, the ability of the Company to continue as a going concern
is dependent on obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.




Item 2. Management's Discussion and Analysis or Plan of Operation.

The information in this report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this report are forward looking. In particular, the statements herein
regarding industry prospects and future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations and are inherently uncertain. Our actual
results may differ significantly from management's expectations.

Plan of Operation

Our plan of operation for the coming year is to identify and acquire a favorable
business opportunity. We do not plan to limit our options to any particular
industry, but will evaluate each opportunity on its merits. We believe we have
sufficient capital to continue operations until the end of 2005. After that
period if we do not enter a business combination, we anticipate that our owners,
affiliates, and consultants will provide sufficient capital for another year,
but there can be no assurance that this expectation will be realized.

We have incurred losses since our inception. We will continue to sustain losses
until we establish profitable operations through an acquisition, or otherwise.
The achievement and/or success of these planned measures, however, cannot be
determined at this time. We do not expect to generate any meaningful revenue or
incur operating expenses unless and until we acquire an interest in an operating
company.

Off-Balance Sheet Arrangements

During the period covered by this report, we had no off-balance sheet
arrangements.

Item 3. Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

PART II

Item 1. Legal Proceedings.

We are not currently a party to, nor is any of our property currently the
subject of, any pending legal proceeding. None of our directors, officers or
affiliates is involved in a proceeding adverse to our business or has a material
interest adverse to our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.



Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit Number
Description
- -------------------------------------------------------------------------------
31.1 Certification by Chief Executive Officer and Chief Financial Officer,
required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by Chief Executive Officer and Chief Financial Officer,
required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.





SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DIGICORP


Dated: May 9, 2005 By: /s/ Milton Ault, III
-----------------------------------
Milton "Todd" Ault, III
Chief Executive Officer and
Principal Financial











EXHIBIT 31.1

CERTIFICATION

I, Milton "Todd" Ault, III, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of DigiCorp;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:

(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer is
made known to us by others, particularly during the period in which this
report is being prepared;

(b) evaluated the effectiveness of the small business issuer's disclosure
controls and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and



5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions);

(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.

May 9, 2005

/s/ Milton Ault, III
- -----------------------
Milton "Todd" Ault, III
Chief Executive Officer
and Principal Financial Officer






EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DigiCorp (the "Company") on Form
10-QSB for the quarter ended March 31, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Milton "Todd" Ault,
III, Chief Executive Officer and Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002,
that:

(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

May 9, 2005 /s/ Milton Ault, III
----------------------------------
Milton "Todd" Ault, III
Chief Executive Officer
and Principal Financial Officer