8-K: Current report filing

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 25, 2005

Digicorp
(Exact name of registrant as specified in its charter)

Utah 000-33067 87-0398271
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)

100 Wilshire Blvd., Ste. 1750, Santa Monica, CA 90401
(Address of principal executive offices) (zip code)

(310) 752-1477
(Registrant's telephone number, including area code)

Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement.

As reported in a Form 8-K filed by Digicorp (the "Company") on May 24,
2005, on May 18, 2005, the Company sold 2,941,176 shares of common stock and
warrants (the "May Warrants") to purchase an aggregate of 3,000,000 shares of
common stock with exercise prices ranging from $0.25 to $1.50 per share to
Bodnar Capital Management, LLC ("Bodnar Capital"). On October 27, 2005, the
Company entered into an agreement with Bodnar Capital to cancel the May Warrants
in exchange for the issuance by the Company of a warrant to purchase 500,000
shares of common stock with a an exercise price of $0.01 per share exercisable
for a period of five years. The issuance of the warrant was exempt from
registration requirements pursuant to Section 4(2) of the Securities Act of
1933, as amended, and Rule 506 promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01.

Item 4.01 Changes in Registrant's Certifying Accountant.

On October 25, 2005, the Company engaged the firm of Peterson & Co. to
serve as its independent registered public accountants for the fiscal year
ending June 30, 2006. On October 27, 2005, the Company notified Jones Simkins,
P.C. ("Jones Simkins") that it was terminating Jones Simkins' services. The
decision to change accountants was recommended and approved by the Company's
Board of Directors.

During the two fiscal years ended June 30, 2005 and 2004, and through
October 27, 2005, (i) there were no disagreements between the Company and Jones
Simkins on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Jones Simkins would have caused Jones Simkins to make reference
to the matter in its reports on the Company's financial statements, and (ii)
except for Jones Simkins' report on the Company's June 30, 2004 financial
statements dated September 1, 2004 which included an explanatory paragraph
wherein they expressed substantial doubt about the Company's ability to continue
as a going concern, Jones Simkins' reports on the Company's financial statements
did not contain an adverse opinion or disclaimer of opinion, or was modified as
to uncertainty, audit scope or accounting principles. During the two fiscal
years ended June 30, 2005 and 2004 and through October 27, 2005, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.

During the two fiscal years ended June 30, 2005 and 2004, and through
October 27, 2005, the Company has not consulted with Peterson & Co. regarding
either:

1. The application of accounting principles to any specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to Peterson &
Co. nor oral advice was provided that Peterson & Co. concluded was
an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
2. Any matter that was either subject of disagreement or event, as
defined in Item 304(a)(1)(iv) of Regulation S-B and the related
instruction to Item 304 of Regulation S-B, or a reportable event, as
that term is explained in Item 304(a)(1)(iv) of Regulation S-B.

On October 27, 2005, the Company provided Jones Simkins with a copy of the
disclosures it is making in response to Item 4.01 on this Form 8-K, and has
requested that Jones Simkins furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements within 10 business days of the filing of this Form 8-K. Such letter
is filed herewith as Exhibit 16.1.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
Number Description
- ----------- --------------------------------------------------------------------
10.1 Letter Agreement between Bodnar Capital Management, LLC and Digicorp
10.2 Form of $0.01 Warrant issued to Bodnar Capital Management, LLC
16.1 Letter on change in certifying accountant dated October 31, 2005
from Jones Simkins, P.C.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Digicorp

Dated: October 31, 2005 By: /s/ William B. Horne
----------------------------------
Name: William B. Horne
Title: Chief Executive Officer


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