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 March 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 March 31, 2004, was 9,742,857.



<PAGE>


                          Part I. FINANCIAL INFORMATION

Item 1.  Financial  Statements for Third Fiscal Quarter 2004 Period Ending March
31, 2004.


<PAGE>
<TABLE>
<CAPTION>


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


Assets                                                                         Mar.  31, 2004
                                                                                -------------
<S>                                                                          <C>
Current Assets
     Cash                                                                      $        4,203
                                                                                -------------
         Total current assests                                                          4,203
                                                                                -------------


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                                                             (528,878)
                                                                                -------------
         Total shareholders' equity                                                     4,203
                                                                                -------------
         Total liabilities and stockholder's equity                            $        4,203
                                                                                -------------

</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
                                                                2004             2003           Amounts
                                                            ------------     ------------      ------------
<S>                                                       <C>              <C>               <C>
Revenues                                                    $        -0-     $        -0-      $        -0-
                                                            ------------     ------------      ------------

Expenses
     General and administrative                                      200              203            17,251
                                                            ------------     ------------      ------------
         Loss from operations                                        -0-              -0-           (17,251)
                                                            ------------     ------------      ------------

         Net loss before income taxes                                200              203           (17,251)

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

Net (loss)                                                  $       (200)            (203)          (17,251)
                                                            ------------     ------------      ------------

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

Weighted average common shares -
     basic and diluted                                         9,743,000        9,043,000
                                                            ------------     ------------


                                                                     Nine Months
                                                                   Ended March 31,
                                                                2004              2003
                                                            ------------     ------------

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

Expenses
     General and administrative                                    2,562            2,074
                                                            ------------     ------------
         Loss from operations                                     (2,562)          (2,074)
                                                            ------------     ------------
         Net loss before income taxes                             (2,562)          (2,074)
Provision for income taxes                                           -0-              -0-
                                                            ------------     ------------

Net (loss)                                                  $     (2,562)          (2,074)
                                                            ------------     ------------

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

Weighted average common shares -
     basic and diluted                                         9,521,000        9,043,000
                                                            ------------     ------------

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

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


                                                                 For the Nine Months
                                                                   Ended March 31,              Cumulative
                                                                2004             2003            Amounts
<S>                                                       <C>              <C>               <C>
Cash flows from operating activities
     Net (loss)                                             $     (2,562)    $     (2,074)          (17,251)
     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                          (235)             -0-               -0-
                                                            ------------     ------------      ------------
Net cash used in operating activities                             (2,797)             -0-           (12,251)
                                                            ------------     ------------      ------------

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

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


Net increase (decrease) in cash                                    4,203           (2,074)            3,749
                                                                                               ------------
Cash, beginning of period                                            -0-            2,082               454
                                                            ------------     ------------      ------------

Cash, end of period                                                4,203                8             4,203
                                                            ------------     ------------      ------------

</TABLE>






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


                                    DIGICORP
                    NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
                                 March 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 nine month periods ended March 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.

NOTE 3 - GOING CONCERN

As shown in the accompanying  financial statements,  the Company reported a loss
during the period ended March 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 March 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  anticipates  that its owners,  affiliates,  and  consultants  will
provide it with sufficient  capital to continue  operations until the end of the
year of 2004, but there can be no assurance that this  expectation will be fully
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 PROCEDURE

Within the 90 days prior to this report, we carried out an evaluation, under the
supervision and with the  participation  of management,  including our principal
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation,  the principal  executive and principal  financial officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in our periodic SEC filings.  There have been no significant changes in
internal controls or in other factors that could  significantly  affect internal
controls subsequent to the date of our most recent evaluation.

                           PART II. OTHER INFORMATION

Item 1 - Legal Proceedings

         None.

Item 2 - Changes in Securities

         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.

<PAGE>



(b) The  registrant  did not file any  reports  on Form 8-K  during  the  fiscal
quarter ended March 31, 2004.


                                   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:   May 9, 2004      /s/ Gregg B. Colton
                          ---------------------
                          President

<PAGE>


Exhibit 31

                            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 March 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
May 9, 2004


<PAGE>


Exhibit 32

                      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-14 and 15d-14) for the
     registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the Evaluation Date); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.  I  have  disclosed,  based  on  the  most  recent  evaluation,  to  the
     registrant's  auditors  and the audit  committee of  registrant's  board of
     directors (or persons performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls.

     6. I have  indicated  in this  annual  report  whether  or not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal controls  subsequent to the date of the most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

DATE: May 9, 2004


  /s/ Gregg B. Colton
 ----------------------
 Gregg B. Colton, President