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, 2003

                                       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, 2003, was 9,742,857.




<PAGE>


                          Part I. FINANCIAL INFORMATION

Item 1.  Financial  Statements  for Second  Fiscal  Quarter  2004 Period  Ending
Decmber 31, 2003.

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                                      <C>
Assets                                                                       Dec.  31, 2003
                                                                           ------------------

Current Assets
     Cash                                                                              4,403
                                                                           ------------------
         Total current assests                                                         4,403
                                                                           ------------------


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                                                             (528,678)
                                                                           -------------------
         Total shareholders' equity                                                     4,403
                                                                           ------------------
         Total liabilities and stockholder's equity                        $            4,403
                                                                           ------------------

</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 December 31,                 Cumulative
                                                                2003               2002                Amounts
                                                           ------------        ------------          ------------
<S>                                                      <C>                 <C>                   <C>
Revenues                                                   $        -0-        $        -0-                   -0-
                                                           ------------        ------------          ------------
Expenses
     General and administrative                                     812                 371                17,051
                                                           ------------        ------------          ------------
         Loss from operations                                      (812)               (371)              (17,051)
                                                           ------------        ------------          ------------
         Net loss before income taxes                              (812)               (371)              (17,051)

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

Net (loss)                                                 $       (812)               (371)              (17,051)
                                                           ============        ============          ============

Loss per common share - basic and diluted                  $       (.00)       $       (.00)
Weighted average common shares -
     basic and diluted                                        9,743,000           9,043,000

</TABLE>
<TABLE>
<CAPTION>

                                                                      Six Months
                                                                    Ended December 31,
                                                                 2003               2002
<S>                                                      <C>                 <C>
Revenues                                                   $        -0-        $        -0-
                                                           ------------        ------------
Expenses
     General and administrative                                   2,362               1,871
                                                           ------------        ------------
         Loss from operations                                    (2,362)             (1,871)
                                                           ------------        ------------
         Net loss before income taxes                            (2,362)             (1,871)

Provision for income taxes                                          -0-                 -0-

Net (loss)                                                 $     (2,362)             (1,871)
                                                           ============        ============

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

Weighted average common shares -
     basic and diluted                                        9,410,000           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 Six Months
                                                                     Ended December 31,              Cumulative
                                                                2003               2002               Amounts
<S>                                                      <C>                 <C>                   <C>
Cash flows from operating activities
     Net (loss)                                            $     (2,362)       $     (1,871)              (17,051)
     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                            (2,597)                -0-               (12,051)
                                                           ------------        ------------          ------------

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                                   4,403              (1,871)                3,949
Cash, beginning of period                                           -0-               2,082                   454
                                                           ------------        ------------          ------------

Cash, end of period                                               4,403                 211                 4,403
                                                           ============        ============          ============

</TABLE>


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


                                    DIGICORP
                    NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
                                December 31, 2003

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,  2003  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,  2003 and 2002,  the  weighted
average   number  of  shares   outstanding   totaled   9,410,000  and  9,043,000
respectively.

NOTE 3 - GOING CONCERN

As shown in the accompanying  financial statements,  the Company reported a loss
during the period ended December 31, 2003.  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, 2003)
                            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  2004.  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>



                           PART II. OTHER INFORMATION

Item 1 - Legal Proceedings

     None.

Item 2 - Changes in Securities

     None,  other  than set  forth in the  Company's  Form  10QSB  for the first
quarter of 2003 under Part II, Item 2 for the period ending September 30, 2003.

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  registrant  did not file any  reports  on Form 8-K  during  the  fiscal
quarter ended December 31, 2003.



                                   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, 2004                 /s/ Gregg B. Colton
                                         -------------------------------------
                                                 CEO and CFO

<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 annual 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: February 10, 2004


                                            /s/ Gregg B. Colton
                                            -----------------------
                                            Gregg B. Colton, CEO and CFO

<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, 2003 (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 CFO