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 September 30, 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 September 30, 2004, was 9,742,857.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements for First Fiscal Quarter 2005 Period Ending
September 30, 2004.
DIGICORP
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
Assets Sept. 30, 2004
--------------
Current Assets
Cash $ $ 3,876
Total current assests 3,876
--------------
Liabilities and Shareholders' Equity
Current liabilities $ 1,400
-------------- -------------- --------------
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 (511,627)
Accumulated deficit (18,978)
--------------
Total shareholders' equity 3,876
--------------
Total liabilities and stockholders' equity $ 3,876
--------------
The accompanying notes are an integral part of these financial statements.
DIGICORP
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended September 30, Cumulative
2004 2003 Amounts
-------------- -------------- --------------
Revenues $ -0- $ -0- -0-
-------------- -------------- --------------
Expenses
General and administrative 1,515 1,550 18,978
-------------- -------------- --------------
Loss from operations (1,515) (1,550) (18,978)
-------------- -------------- --------------
Net loss before income taxes (1,515) (1,550) (18,978)
Provision for income taxes -0- -0- -0-
-------------- -------------- --------------
Net (loss) $ (1,515) (1,550) (18,978)
-------------- -------------- --------------
Loss per common share - basic and diluted $ (.00) $ (.00)
Weighted average common shares -
basic and diluted 9,742,000 9,085,000
-------------- --------------
The accompanying notes are an integral part of these financial statements.
DIGICORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months
Ended September 30, Cumulative
2004 2003 Amounts
Cash flows from operating activities -------------- -------------- --------------
Net (loss) $ (1,515) $ (1,550) (18,978)
Adjustments to reconcile net (loss) to net cash used in operating
activities:
Increase in current liabilities 1,400 -0- 1,400
Stock issued for services -0- -0- 5,000
Decrease in related party payable -0- (235) -0-
-------------- -------------- --------------
Net cash used in operating activities (115) (1,785) (12,578)
-------------- -------------- --------------
Cash flows from investing activities: -0- -0- -0-
- ------------------------------------- -------------- -------------- --------------
Cash flows from financing activities:
Proceeds from issuance of common stock -0- 4,000 16,000
-------------- -------------- --------------
Net cash provided by financing activities -0- 4,000 16,000
-------------- --------------- --------------
Net increase (decrease) in cash (115) 2,215 1,761
Cash, beginning of period 3,991 -0- 3,991
-------------- -------------- --------------
Cash, end of period 3,876 2,215 3,876
-------------- -------------- --------------
The accompanying notes are an integral part of these financial statements.
DIGICORP
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 30, 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-month periods ended September 30, 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 for the three months ended September 30, 2004
and 2003 have been computed based on net income (loss) divided by the weighted
average number of common shares outstanding during the period. For the three
months ended September 30, 2004 and 2003, the weighted average number of shares
outstanding totaled 9,742,857 and 9,085,248 respectively.
NOTE 3 - GOING CONCERN
As shown in the accompanying financial statements, the Company incurred a net
loss of $1,515 during the three months ended September 30, 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.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
(Period Ending September 30, 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.
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.
(b) The registrant did not file any reports on Form 8-K during the fiscal
quarter ended September 30, 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: November 8, 2004 /s/ Gregg B. Colton
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President
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: November 8, 2004
/s/ Gregg B. Colton
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Gregg B. Colton, President
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 September 30, 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
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Gregg B. Colton
Chief Executive Officer