SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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.
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
Cash $ 2,542
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Total current assests 2,542
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Liabilities and Shareholders' Equity
Current liabilities $ -0-
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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)
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Total shareholders' equity 2,542
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Total liabilities and stockholder's equity $ 2,542
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The accompanying notes are an integral part of these financial statements.
DIGICORP
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31, Cumulative
2002 2001 Amounts
---------- ---------- ----------
Revenues
$ -0- $ -0- -0-
---------- ---------- ----------
Expenses
General and administrative -0- -0- 11,912
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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
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The accompanying notes are an integral part of these financial statements.
Nine Months
Ended March 31,
2002 2001
---------- ----------
Revenues
$ -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
---------- ----------
The accompanying notes are an integral part of these financial statements.
DIGICORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months
Ended March 31,
2002 2001
---------- ----------
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-
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Net increase (decrease) in cash (2,348) -0-
Cash, beginning of period 4,890 -0-
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Cash, end of period 2,542 -0-
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The accompanying notes are an integral part of these financial statements.
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.
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.
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
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President