UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File Number: 000-33067
CUSIP Number: 253903108
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: June 30, 2006
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended : ________________________
Read attached instruction sheet before preparing form. Please print
or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification related to a portion of the filing checked
above, identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Digicorp
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Former name if applicable:
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Address of principal executive office (street and number): 4143 Glencoe Avenue
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City, state and zip code: Marina Del Rey, California 90292
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PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense.
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c)has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company's Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006 cannot be filed within the prescribed time period because
the Company requires additional time for compilation and review to insure
adequate disclosure of certain information required to be included in the Form
10-QSB. The Company's Quarterly Report on Form 10-QSB will be filed on or before
the 5th calendar day following the prescribed due date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
William B. Horne, Chief Executive Officer, (310) 728-1450
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s)
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reason why a reasonable estimate of the results cannot be made.
Digicorp (the "Company") anticipates that its revenue, operating
expenses and net loss for the three and six months ended June 30,
2006 are significantly greater than the revenue, expenses and net
loss for the three and six months ended June 30, 2005. The increase
in revenue is primarily the result of an increase in the direct
sales of our licensed content during the three and six months ended
June 30, 2006 by the Company's subsidiary Rebel Crew Films, Inc. The
Company did not have any direct sales in the prior year. Operating
expenses increased primarily due to an increase in compensation paid
for legal and accounting fees during the three and six months ended
June 30, 2006, and also due to increases in rent expense,
amortization expense related to the increased number of license
agreements, stock based compensation expense attributed to options
granted to employees and directors, and due to an increase in
general and administrative expenses attributed to the overall
expansion of the Company's business during the three and six months
ended June 30, 2006. Net loss increased as a result of the above
factors.
A reasonable estimate of the results cannot be made at this time due
to the fact that the compilation, dissemination and review of the
information required to be presented in the Form 10-QSB has not been
completed.
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Digicorp
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2006 By: /s/ William B. Horne
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William B. Horne
Chief Executive Officer
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