Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 9, 2007


   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)”
 
DIGICORP

(Name of Issuer)

Common Stock

 (Title of Class of Securities)

475157500

(CUSIP Number)

July 27, 2006

 (Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which the Schedule
 
is filed:
 
o Rule 13d-1(b)
 
x Rule 13d-1(c)
 
o Rule 13d-1(d)
 

 
CUSIP No. 475157500
 13G
 Page 1 of 5 Pages

1.    Name of Reporting Person
       I.R.S. Identification Nos. of above persons (entities only).

Ault Glazer Asset Management, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

95-4696208
  

2.    Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o    
(b) x    

 3.    SEC Use Only
 
 

 4.    Citizenship or Place of Organization
 
Delaware

   5.  Sole Voting Power
     
   
0
 Number of    
 Shares  6.  Shared Voting Power
     
 Beneficially  
2,642,090 *
 Owned by    
 Each  7.  Sole Dispositive Power
     
 Reporting  
0
 Person    
 With:  8.  Shared Dispositive Power
     
   
2,642,090 *

 9.    Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,642,090 *

 10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o    

 11.  Percent of Class Represented by Amount in Row (9)
 
7.1%**

 12.  Type of Reporting Person (See Instructions)

IA/HC

  
* Of the Shares reported as being beneficially owned, 2,167,090 shares are held directly by certain individually managed accounts and private investment funds managed by Ault Glazer Asset Management, LLC, and 475,000 shares are held directly by Mr. Ault by virtue of his ownership of stock options to purchase shares of the common stock of Digicorp over which Mr. Ault may be deemed to hold voting or investment power.
 
** Based on 37,239,002 shares of Digicorp's common stock outstanding as of December 4, 2006, as disclosed in Digicorp’s quarterly report to shareholders on Form 10QSB, as filed with the Securities and Exchange Commission on December 13, 2006.
 

 
CUSIP No. 475157500
 13G
 Page 2 of 5 Pages

1.    Name of Reporting Person
       I.R.S. Identification Nos. of above persons (entities only).

Milton C. Ault, III

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  

2.    Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o    
(b) x    

 3.    SEC Use Only
 
 

 4.    Citizenship or Place of Organization
 
USA

   5.  Sole Voting Power
     
   
0
 Number of    
 Shares  6.  Shared Voting Power
     
 Beneficially  
2,642,090 *
 Owned by    
 Each  7.  Sole Dispositive Power
     
 Reporting  
0
 Person    
 With:  8.  Shared Dispositive Power
     
   
2,642,090 *

 9.    Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,642,090 *

 10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o    

 11.  Percent of Class Represented by Amount in Row (9)
 
7.1%**

 12.  Type of Reporting Person (See Instructions)

IN

  
* Of the Shares reported as being beneficially owned, 2,167,090 shares are held directly by certain individually managed accounts and private investment funds managed by Ault Glazer Asset Management, LLC, an investment adviser for which the reporting person serves as Chief Investment Officer, and 475,000 shares are held directly by Mr. Ault by virtue of his ownership of stock options to purchase shares of the common stock of Digicorp over which Mr. Ault may be deemed to hold voting or investment power.

** Based on 37,239,002 shares of Digicorp's common stock outstanding as of December 4, 2006, as disclosed in Digicorp’s quarterly report to shareholders on Form 10QSB, as filed with the SEC on December 13, 2006.

 
CUSIP No.
475157500
 Page 3 of 5 Pages

Item 1(a).
Name of Issuer:
 
Digicorp
 
Item 1(b).
Address of Issuer:
 
4143 Glencoe Avenue
Marina Del Rey, CA 90292
 
Item 2(a).
Name of Person(s) Filing:
 
(1) Ault Glazer Asset Management LLC

(2) Milton C. Ault, III
 
Item 2(b).
Address of Principal Business Office:
 
1800 Century Park East, Suite 200
Los Angeles, CA, 90067
 
Item 2(c).
Citizenship:
 
(1) Ault Glazer Asset Management LLC: Delaware

(2) Milton C. Ault, III: USA
 
Item 2(d).
Title of Class of Securities
 
Common Stock, par value $0.001 per share
 
Item 2(e).
CUSIP No.:
 
475157500


 
CUSIP No.
475157500
 Page 4 of 5 Pages
 
If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b)or (c), check whether the person filing is a:
 
  (a)
___
Broker or dealer registered under Section 15 of the Act.
 
  (b)
___
Bank as defined in Section 3(a)(6) of the Act.
 
  (c)
___
Insurance company as defined in Section (a)(19) of the Act.
 
  (d)
___
Investment company registered under Section 8 of the Investment Company Act of 1940.
 
  (e)
___
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
 
  (f)
___
An employee benefit plan or endowment fund in accordance with 240.13d- 1(b)(1)(ii)(F).
 
  (g)
___
A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G).
 
  (h)
___
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i)
___
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
 
  (j)
___
Group in accordance with Section 240.13d-1(b) (1) (ii) (J).
 
Ownership
 

Pursuant to Rule 13d-3 of the 1934 Act, the Adviser may be deemed to beneficially own approximately 2,642,090 shares of Digicorp Common Stock held by certain individually managed accounts and private investment funds (the "Advisory Clients") over which Adviser holds discretionary voting and investment authority. Adviser disclaims beneficial ownership of all shares of Digicorp Common Stock held on behalf of such Advisory Clients.
 
Ault is the Chief Investment Officer of the Adviser. As a result, pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own the shares of Digicorp Common Stock beneficially owned by the Adviser as a result of the executive position he holds with such entity. Except for the 475,000 shares held by Mr. Ault, Mr. Ault disclaims beneficial ownership over all shares of Digicorp Common Stock imputed to him by virtue of his position with the Adviser.

Based upon Ault’s positions with the Adviser, and pursuant to Rule 13d-5(b) of the 1934 Act, each of Ault and the Adviser may be deemed to be acting as a group for the purpose of acquiring, holding, voting or disposing of shares of Digicorp Common Stock. As a result, each Ault and Adviser may individually be deemed to beneficially own the aggregate number of shares of Digicorp Common Stock collectively held by both Ault and Adviser. Each of Ault and the Adviser disclaim beneficial ownership of all shares of Digicorp Common Stock imputed to them by virtue of their designation as members of a group under Rule 13d-5(b) of the 1934 Act.
 

 
CUSIP No.
475157500
 Page 5 of 5 Pages
 
Item 5.
Ownership of Five Percent or Less of Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
 
Item 6.
Ownership of More Than 5 Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not Applicable.

Item 8.
Identification and Classification of Members of the Group
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not Applicable.
 
Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
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: February 9, 2007

AULT GLAZER ASSET MANAGEMENT, LLC


By:                                                                                                  
Milton C. Ault, III
Individually, and as Chief Investment Officer of Ault Glazer Asset Management, LLC