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]



<PAGE>


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


<PAGE>


7

                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements.

                                    DIGICORP
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>


Assets                                                                      Mar. 31, 2005

<S>                                                                       <C>
     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
                                                                             ------------




</TABLE>

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 March 31,            Cumulative
                                                            2005              2004           Amounts
                                                      --------------    --------------      ----------
<S>                                                 <C>               <C>                 <C>
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
                                                      --------------    --------------
</TABLE>
<TABLE>
<CAPTION>


                                                                 Nine Months
                                                                 Ended March 31,
                                                            2005            2004
                                                      --------------    --------------
<S>                                                 <C>               <C>
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
                                                      --------------    --------------

</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 Nine Months
                                                                 Ended March 31,            Cumulative
                                                            2005              2004          Amounts
<S>                                                 <C>               <C>                 <C>
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
                                                     ---------------    --------------      ---------


</TABLE>

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

<PAGE>



                                    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.


<PAGE>


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.

<PAGE>


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.



<PAGE>


                                   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

<PAGE>


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