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 December 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
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The total number of shares of the registrant's Common Stock, $.001 par value,
outstanding on December 31, 2004, was 9,742,857.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements for Second Fiscal Quarter 2005 Period Ending
Decmber 31, 2004.
DIGICORP
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
Assets Dec. 31, 2004
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Current Assets
Cash $ 2,276
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Total current assests 2,276
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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; 9,742,857,
shares issued and outstanding 9,743
Additional paid-in capital 523,338
Accumulated deficit (530,805)
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Total shareholders' equity 2,276
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Total liabilities and stockholder's equity $ 2,276
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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 December 31, Cumulative
2004 2003 Amounts
-------------- -------------- --------------
Revenues $ -0- $ -0- $ -0-
-------------- -------------- --------------
Expenses
General and administrative 200 812 19,178
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Loss from operations (200) (812) (19,178)
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Net loss before income taxes (200) (812) (19,178)
Provision for income taxes -0- -0- -0-
-------------- -------------- --------------
Net (loss) $ (200) (812) (19,178)
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Loss per common share - basic and diluted $ (.00) $ (.00)
Weighted average common shares -
basic and diluted 9,743,000 9,743,000
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Six Months
Ended December 31,
2004 2003
-------------- --------------
Revenues $ -0- $ -0-
-------------- --------------
Expenses
General and administrative 1,715 2,362
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Loss from operations (1,715) (2,362)
-------------- --------------
Net loss before income taxes (1,715) (2,362)
Provision for income taxes -0- -0-
-------------- --------------
Net (loss) $ (1,715) (2,362)
-------------- --------------
Loss per common share - basic and diluted $ (.00) $ (.00)
Weighted average common shares -
basic and diluted 9,743,000 9,410,000
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The accompanying notes are an integral part of these financial statements.
DIGICORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended December 31, Cumulative
2004 2003 Amounts
-------------- -------------- --------------
Cash flows from operating activities
Net (loss) $ (1,715) $ (2,362) (19,178)
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 -0- (235) -0-
-------------- -------------- --------------
Net cash used in operating activities (1,715) (2,597) (14,178)
-------------- -------------- --------------
Cash flows from investing activities: -0- -0- -0-
- ------------------------------------- -------------- -------------- --------------
Cash flows from financing activities:
Proceeds from issuance of common stock -0- 7,000 16,000
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Net cash provided by financing activities -0- 7,000 16,000
-------------- -------------- --------------
Net increase (decrease) in cash (1,715) 4,403 1,822
Cash, beginning of period 3,991 -0- 454
-------------- -------------- --------------
Cash, end of period 2,276 4,403 2,276
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The accompanying notes are an integral part of these financial statements.
DIGICORP
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
December 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 six month periods ended December 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. For the six months ended December 31, 2004 and 2003, the weighted
average number of shares outstanding totaled 9,743,000 and 9,743,000
respectively.
NOTE 3 - GOING CONCERN
As shown in the accompanying financial statements, the Company reported a loss
during the period ended December 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.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
(Period Ending December 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 believes it has sufficient capital to continue operations until the
end of 2005. 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.
ITEM 3 CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of its chief
executive officer/chief financial officer of the Company's disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, the Company's chief executive officer/chief
financial officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, iwthin the time periods specified
in the Commission's rules and forms. There was no change in the Company's
internal controls or in other factors that could affect these ocntrols during
the Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
None.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.
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 Company filed one 8K form during the reporting period. The 8K filed
disclosed the sale of 80% of the common shares held by the officers and
directors of the Company to the Franklin Capital Corporation that resulted in a
change in control. The 8K also reported the resignation of all of the directors
of the Company other than Gregg B. Colton and the appointment of Melanie Glazer
as the Chairman of the Board of Directors. 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, 2005 /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 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-15(e) and 15d-15(e)
for the small business issuer and have:
a) designed such disclosure controls or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer
is made known to us by others particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the small business issuer's and
presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
5. The small business issuer's other certifying officer(s) and I have
disclosed, based most recent evaluation, of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal controls over financial reporting.
DATE: February 10, 2005
/s/ Gregg B. Colton
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Gregg B. Colton, Chief Executive Officer
and Chief Financial Officer
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, 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 and
Chief Financial Officer