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, 2002

                                       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, 2002, was 9,042,857.




<PAGE>
<TABLE>
<CAPTION>


                          Part I. FINANCIAL INFORMATION

Item 1. Financial Statements for Third Fiscal Quarter 2002 Period Ending March 31, 2002.

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


Assets                                                                     Mar.  31, 2002
                                                                           -----------------

Current Assets
<S>                                                                        <C>

     Cash                                                                    $     2,542
                                                                              ----------
         Total current assests                                                     2,542
                                                                              ----------


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; 9,042,857,
      shares issued and outstanding                                                9,043
     Additional paid-in capital                                                  517,038
     Accumulated deficit                                                        (523,539)
                                                                              ----------
         Total shareholders' equity                                                2,542
                                                                              ----------
         Total liabilities and stockholder's equity                          $     2,542
                                                                              ----------



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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                    DIGICORP
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                                                      Three Months
                                                                                     Ended March 31,         Cumulative
                                                                                  2002            2001         Amounts
                                                                              ----------       ----------    ----------

Revenues
<S>                                                                        <C>              <C>           <C>
                                                                             $       -0-      $       -0-           -0-
                                                                              ----------       ----------    ----------

Expenses
     General and administrative                                                      -0-              -0-        11,912
                                                                              ----------       ----------    ----------
         Loss from operations                                                        -0-              -0-       (11,912)
                                                                              ----------       ----------    ----------

         Net loss before income taxes                                                -0-              -0-       (11,912)

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

Net (loss)                                                                   $       -0-              -0-       (11,912)
                                                                              ----------       ----------    ----------

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

Weighted average common shares -
     basic and diluted                                                         9,043,000        8,043,000
                                                                              ----------       ----------

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

                                                                                        Nine Months
                                                                                       Ended March 31,
                                                                                  2002             2001
                                                                              ----------       ----------
Revenues
<S>                                                                        <C>              <C>
                                                                             $       -0-      $       -0-
                                                                              ----------       ----------

Expenses
     General and administrative                                                    2,348              -0-
                                                                              ----------       ----------
         Loss from operations                                                     (2,348)             -0-
                                                                              ----------       ----------
         Net loss before income taxes                                             (2,348)             -0-
Provision for income taxes                                                           -0-              -0-
                                                                              ----------       ----------

Net (loss)                                                                   $    (2,348)             -0-
                                                                              ----------       ----------

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

Weighted average common shares -
     basic and diluted                                                         9,043,000        8,043,000
                                                                              ----------       ----------

</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,
                                                                                  2002             2001
                                                                              ----------       ----------
<S>                                                                        <C>              <C>
     Net (loss)                                                              $    (2,348)     $       -0-
     Adjustments to reconcile net (loss) to net
     cash used in operating activities:
         Stock issued for services                                                   -0-              -0-
                                                                              ----------       ----------
Net cash used in operating activities                                                -0-              -0-
                                                                              ----------       ----------

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

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


Net increase (decrease) in cash                                                   (2,348)             -0-
Cash, beginning of period                                                          4,890              -0-
                                                                              ----------       ----------

Cash, end of period                                                                2,542              -0-
                                                                              ----------       ----------

</TABLE>



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

<PAGE>










                                    DIGICORP
                    NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
                                 March 31, 2002


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 March 31, 2002 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, 2002.  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, 2002)
                            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 2002, 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>



                           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)  There are no exhibits with this report.

         (b) The registrant did not file any reports on Form 8-K during the
fiscal quarter ended March 31, 2002.

                                   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 14, 2002                   /s/ Gregg B. Colton
                                      -----------------------
                                            President