SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                      ____
                           --------------------------

                                   FORM 10-QSB


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES ACT OF 1934

                For the quarterly period ended December 31, 2004

                                       OR

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


                         Commission file number 0-33067

                                    DIGICORP
             Incorporated pursuant to the Laws of the State of Utah



        Internal Revenue Service - Employer Identification No. 87-0398271

                     1206 West South Jordan Parkway, Unit B
                            South Jordan, Utah 84095



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
    ---              ---

The total number of shares of the  registrant's  Common Stock,  $.001 par value,
outstanding on December 31, 2004, was 9,742,857.





<PAGE>


                          Part I. FINANCIAL INFORMATION

Item 1.  Financial  Statements  for Second  Fiscal  Quarter  2005 Period  Ending
Decmber 31, 2004.

                                    DIGICORP
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)


Assets                                                         Dec.  31, 2004
                                                               --------------

Current Assets
     Cash                                                      $        2,276
              ------------------------------------------------------------------
         Total current assests                                          2,276
                                                               --------------


Liabilities and Shareholders' Equity
Current liabilities                                            $          -0-
                                                               --------------
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                                             (530,805)
                                                               --------------
         Total shareholders' equity                                     2,276
                                                               --------------
         Total liabilities and stockholder's equity            $        2,276
                                                               --------------



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

<PAGE>

<TABLE>
<CAPTION>



                                    DIGICORP
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                   Three Months
                                                 Ended December 31,                    Cumulative
                                                 2004               2003                Amounts
                                            --------------     --------------       --------------
<S>                                       <C>                <C>                  <C>
Revenues                                    $          -0-     $          -0-       $          -0-
                                            --------------     --------------       --------------

Expenses
     General and administrative                        200                812               19,178
                                            --------------     --------------       --------------
         Loss from operations                         (200)              (812)             (19,178)
                                            --------------     --------------       --------------

         Net loss before income taxes                 (200)              (812)             (19,178)

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

Net (loss)                                  $         (200)              (812)             (19,178)
                                            --------------     --------------       --------------

Loss per common share - basic and diluted   $         (.00)    $         (.00)
Weighted average common shares -
     basic and diluted                           9,743,000          9,743,000
                                            --------------     ---- ---------
</TABLE>
<TABLE>
<CAPTION>

                                                   Six Months
                                                 Ended December 31,
                                                  2004             2003
                                            --------------     --------------
<S>                                       <C>                <C>
Revenues                                    $          -0-     $          -0-
                                            --------------     --------------

Expenses
     General and administrative                      1,715              2,362
                                            --------------     --------------
         Loss from operations                       (1,715)            (2,362)
                                            --------------     --------------
         Net loss before income taxes               (1,715)            (2,362)
Provision for income taxes                             -0-                -0-
                                            --------------     --------------

Net (loss)                                  $       (1,715)            (2,362)
                                            --------------     --------------

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

Weighted average common shares -
     basic and diluted                           9,743,000          9,410,000
                                            --------------     --------------

</TABLE>


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

<PAGE>

                                    DIGICORP
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                           For the Six Months
                                                           Ended December 31,           Cumulative
                                                       2004              2003             Amounts
                                                   --------------    --------------    --------------
<S>                                              <C>               <C>               <C>
Cash flows from operating activities
     Net (loss)                                    $       (1,715)   $    (2,362)             (19,178)
     Adjustments to reconcile net (loss) to net
     cash used in operating activities:
         Stock issued for services                            -0-            -0-                5,000
         Decrease in related party payable                    -0-           (235)                 -0-
                                                   --------------    --------------    --------------
Net cash used in operating activities                      (1,715)        (2,597)             (14,178)
                                                   --------------    --------------    --------------

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                            (1,715)            4,403             1,822
Cash, beginning of period                                   3,991               -0-               454
                                                   --------------    --------------    --------------

Cash, end of period                                         2,276             4,403             2,276
                                                   --------------    --------------    --------------



</TABLE>


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

<PAGE>



                                    DIGICORP
                    NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
                                December 31, 2004

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 six  month  periods  ended  December  31,  2004  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.  For the six months  ended  December  31,  2004 and 2003,  the  weighted
average   number  of  shares   outstanding   totaled   9,743,000  and  9,743,000
respectively.

NOTE 3 - GOING CONCERN

As shown in the accompanying  financial statements,  the Company reported a loss
during the period ended December 31, 2004.  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.


<PAGE>





                 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION
                        (Period Ending December 31, 2004)
                            Unaudited Financial Data

The discussion and analysis  contained herein should be read in conjunction with
the  preceding  financial  statements  and  the  information  contained  in  the
Company's 10SB.  Except for the historical  information  contained  herein,  the
matters  discussed in this 10 QSB contain forward looking  statements within the
meaning of Section 27a of the  Securities  Act of 1933, as amended,  and Section
21e of the  Securities  Exchange  Act of 1934,  as  amended,  that are  based on
management's  beliefs and  assumptions,  current  expectations,  estimates,  and
projections.  Statements  that  are  not  historical  facts,  including  without
limitation  statements  which are preceded by,  followed by or include the words
"believes,"  "anticipates,"  "plans,"  "expects,"  "may,"  "should,"  or similar
expressions  are  forward-looking  statements.  Many of the  factors  that  will
determine the company's  future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and,
therefore, actual results may differ materially. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf,   are  expressed   qualified  in  their  entirety  by  these  cautionary
statements.  The Company disclaims any obligation to update any  forward-looking
statements whether as a result of new information, future events or otherwise.

Important  factors  that may  include,  but are not  limited  to:  the risk of a
significant natural disaster,  the inability of the Company to obtain a suitable
company for a business  combination,  a business combination with a company that
proves  later  on  not  to  have  the  ability  to  effectively  compete  in the
marketplace, as well as general market conditions,  competition and pricing, and
other risks  detailed from time to time in the Company's SEC reports,  copies of
which are available upon request from the Company.

   Plan of Operations-

The Company's plan of operation for the coming year is to identify and acquire a
favorable business  opportunity.  The Company does not plan to limit its options
to any particular  industry,  but will evaluate each  opportunity on its merits.
The Company believes it has sufficient capital to continue  operations until the
end of  2005.  After  that  period  if the  Company  does not  enter a  business
combination,   the  Company  anticipates  that  its  owners,   affiliates,   and
consultants will provide  sufficient  capital for another year, but there can be
no assurance that this expectation will be realized.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses  unless and until it acquires  an  interest in an  operating
company.

<PAGE>


                         ITEM 3 CONTROLS AND PROCEDURES

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


                           PART II. OTHER INFORMATION

Item 1 - Legal Proceedings

         None.

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

         None.

Item 3 - Defaults Upon Senior Securities

         None.

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

         None.

Item 5 - Other Information

         None.

Item 6 - Exhibits and Reports on Form 8-K

(a)Exhibit  Page
   No.      No.              DESCRIPTION

  31       9   Certification  of the  Chief  Executive  Officer  and Chief
               Financial  Officer  pursuant to Rule 13a-14 of the Securities and
               Exchange Act of 1934, as amended,  as adopted pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

  32       10  Certification  of the Chief  Executive  Officer  and Chief
               Financial  Officer pursuant to 18 U.S.C.  Section 1350 as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) The Company  filed one 8K form  during the  reporting  period.  The 8K filed
disclosed  the  sale  of 80% of the  common  shares  held  by the  officers  and
directors of the Company to the Franklin Capital  Corporation that resulted in a
change in control.  The 8K also reported the resignation of all of the directors
of the Company other than Gregg B. Colton and the  appointment of Melanie Glazer
as the Chairman of the Board of Directors. SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           DigiCorp

Dated:   February 10, 2005            /s/ Gregg B. Colton
                                     -----------------------
                                          President


<PAGE>


Exhibit 31


                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Gregg B. Colton,certify that:

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

     2. Based on my knowledge, this quarterly 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 annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

     4. I am 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  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   quarterly   report  is  being   prepared;

          b) evaluated  the  effectiveness  of the small  business  issuer's 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;

     5. The small  business  issuer's  other  certifying  officer(s)  and I have
     disclosed, based 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 in the design or operation of internal
          controls  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 controls over financial reporting.

DATE: February 10, 2005


                                     /s/ Gregg B. Colton
                                    -----------------------
                                  Gregg B. Colton, Chief Executive Officer
                                       and Chief Financial Officer

<PAGE>



Exhibit 32

                            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  filing  of the  Quarterly  Report  of  DigiCorp  (the
"Company") on Form 10-QSB for the period ended December 31, 2004 (the "Report"),
I, Gregg B. Colton, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

(i) The Report fully  complies  with the  requirements  of section  13(a) of the
Securities Exchange Act of 1934; and

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


/s/ Gregg B. Colton
-------------------------
Gregg B. Colton
Chief Executive Officer and
Chief Financial Officer