UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 28, 2005


                                    Digicorp
             (Exact name of registrant as specified in its charter)


            Utah                       000-33067                87-0398271
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of Incorporation)               File Number)        Identification Number)


              100 Wilshire Blvd., Ste. 1750, Santa Monica, CA 90401
               (Address of principal executive offices) (zip code)


                                 (310) 752-1477
              (Registrant's telephone number, including area code)

                                   Copies to:

                               Marc J. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      As described in a Form 8-K of Digicorp (the "Company")  dated December 30,
2004, Patient Safety Technologies,  Inc. (formerly Franklin Capital Corporation)
("PST")  purchased  2,229,527 shares of the Company's  outstanding  common stock
from the  Company's  former  directors  and certain  other  shareholders  of the
Company (the "Original Purchase Transaction").  The former directors and certain
of the other  shareholders  under  the  agreement  agreed to sell an  additional
1,224,000  shares  (the  "Additional  Shares")  of common  stock to PST upon the
transaction being registered with the Securities and Exchange  Commission within
one year of the Original Purchase Transaction.

      On December 28, 2005, PST assigned its right to purchase  1,000,000 of the
Additional  Shares to Alan  Morelli  (the  "Assignment  Agreement")  and amended
certain  terms of the stock  purchase  agreement  pursuant to which the Original
Purchase  Transaction  was  completed  (the  "Amendment   Agreement").   In  the
Assignment  Agreement,  the Company granted the parties  piggyback  registration
rights  with  respect to the sale of the  Additional  Shares.  In the  Amendment
Agreement,  the Company  agreed that if it does not  register  the resale of the
Additional  Shares on or before June 30, 2006,  then the Company will redeem the
Additional  Shares at a price of $0.145 per share and the Company will thereupon
sell 224,000 shares of the Company's common stock to PST and 1,000,000 shares of
the Company's common stock to Mr. Morelli at a price of $0.145 per share.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number                            Description
--------------------------------------------------------------------------------
10.1              Amendment No. 1 dated  December 28, 2005 to the Stock Purchase
                  Agreement dated as of December 29, 2004 among Franklin Capital
                  Corporation and the  shareholders of Digicorp set forth on the
                  signature pages thereto

10.2              Assignment Agreement made as of December 28, 2005 by and among
                  Patient Safety Technologies, Inc., Alan Morelli and Digicorp


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              Digicorp


Dated: January 3, 2006                        By: /s/ William B. Horne
                                                  ------------------------------
                                                  Name:  William B. Horne
                                                  Title: Chief Financial Officer


                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 28, 2005

                                    Digicorp
             (Exact name of registrant as specified in its charter)

            Utah                       000-33067                87-0398271
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of Incorporation)               File Number)        Identification Number)

              100 Wilshire Blvd., Ste. 1750, Santa Monica, CA 90401
               (Address of principal executive offices) (zip code)

                                 (310) 752-1477
              (Registrant's telephone number, including area code)

                                   Copies to:

                               Marc J. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

      As described in a Form 8-K of Digicorp (the "Company")  dated December 30,
2004, Patient Safety Technologies,  Inc. (formerly Franklin Capital Corporation)
("PST")  purchased  2,229,527 shares of the Company's  outstanding  common stock
from the  Company's  former  directors  and certain  other  shareholders  of the
Company (the "Original Purchase Transaction").  The former directors and certain
of the other  shareholders  under  the  agreement  agreed to sell an  additional
1,224,000  shares  (the  "Additional  Shares")  of common  stock to PST upon the
transaction being registered with the Securities and Exchange  Commission within
one year of the Original Purchase Transaction.

      On December 28, 2005, PST assigned its right to purchase  1,000,000 of the
Additional  Shares to Alan  Morelli  (the  "Assignment  Agreement")  and amended
certain  terms of the stock  purchase  agreement  pursuant to which the Original
Purchase  Transaction  was  completed  (the  "Amendment   Agreement").   In  the
Assignment  Agreement,  the Company granted the parties  piggyback  registration
rights  with  respect to the sale of the  Additional  Shares.  In the  Amendment
Agreement,  the Company  agreed that if it does not  register  the resale of the
Additional  Shares on or before June 30, 2006,  then the Company will redeem the
Additional  Shares at a price of $0.145 per share and the Company will thereupon
sell 224,000 shares of the Company's common stock to PST and 1,000,000 shares of
the Company's common stock to Mr. Morelli at a price of $0.145 per share.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number                            Description
--------------------------------------------------------------------------------
10.1              Amendment No. 1 dated  December 28, 2005 to the Stock Purchase
                  Agreement dated as of December 29, 2004 among Franklin Capital
                  Corporation and the  shareholders of Digicorp set forth on the
                  signature pages thereto

10.2              Assignment Agreement made as of December 28, 2005 by and among
                  Patient Safety Technologies, Inc., Alan Morelli and Digicorp

                                       2
SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              Digicorp

Dated: January 3, 2006                        By: /s/ William B. Horne
                                                  ------------------------------
                                                  Name:  William B. Horne
                                                  Title: Chief Financial Officer

                                       3