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): October 25, 2005

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

            Utah                        000-33067               87-0398271
(State or Other Jurisdiction        (Commission File         (I.R.S. Employer
      of Incorporation)                  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  reported in a Form 8-K filed by Digicorp  (the  "Company")  on May 24,
2005,  on May 18, 2005,  the Company sold  2,941,176  shares of common stock and
warrants (the "May  Warrants")  to purchase an aggregate of 3,000,000  shares of
common  stock  with  exercise  prices  ranging  from $0.25 to $1.50 per share to
Bodnar  Capital  Management,  LLC ("Bodnar  Capital").  On October 27, 2005, the
Company entered into an agreement with Bodnar Capital to cancel the May Warrants
in exchange  for the  issuance  by the Company of a warrant to purchase  500,000
shares of common stock with a an exercise  price of $0.01 per share  exercisable
for a period  of five  years.  The  issuance  of the  warrant  was  exempt  from
registration  requirements  pursuant to Section  4(2) of the  Securities  Act of
1933, as amended, and Rule 506 promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01.

Item 4.01 Changes in Registrant's Certifying Accountant.

      On October 25,  2005,  the  Company  engaged the firm of Peterson & Co. to
serve as its  independent  registered  public  accountants  for the fiscal  year
ending June 30, 2006. On October 27, 2005,  the Company  notified Jones Simkins,
P.C.  ("Jones  Simkins") that it was terminating  Jones Simkins'  services.  The
decision to change  accountants  was  recommended  and approved by the Company's
Board of Directors.

      During the two fiscal  years  ended June 30,  2005 and 2004,  and  through
October 27, 2005, (i) there were no disagreements  between the Company and Jones
Simkins on any matter of accounting principles or practices, financial statement
disclosure  or  auditing  scope  or  procedure  which,  if not  resolved  to the
satisfaction  of Jones Simkins would have caused Jones Simkins to make reference
to the matter in its reports on the  Company's  financial  statements,  and (ii)
except  for Jones  Simkins'  report on the  Company's  June 30,  2004  financial
statements  dated  September  1, 2004 which  included an  explanatory  paragraph
wherein they expressed substantial doubt about the Company's ability to continue
as a going concern, Jones Simkins' reports on the Company's financial statements
did not contain an adverse opinion or disclaimer of opinion,  or was modified as
to  uncertainty,  audit scope or  accounting  principles.  During the two fiscal
years ended June 30, 2005 and 2004 and through  October 27, 2005,  there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.

      During the two fiscal  years  ended June 30,  2005 and 2004,  and  through
October 27, 2005,  the Company has not consulted  with Peterson & Co.  regarding
either:

      1.    The   application   of   accounting   principles   to  any  specific
            transaction,  either  completed  or  proposed,  or the type of audit
            opinion   that  might  be  rendered  on  the   Company's   financial
            statements,  and neither a written report was provided to Peterson &
            Co. nor oral advice was provided that  Peterson & Co.  concluded was
            an important factor considered by the Company in reaching a decision
            as to the accounting, auditing or financial reporting issue; or
      2.    Any matter  that was either  subject of  disagreement  or event,  as
            defined in Item  304(a)(1)(iv)  of  Regulation  S-B and the  related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv) of Regulation S-B.

      On October 27, 2005, the Company provided Jones Simkins with a copy of the
disclosures  it is making  in  response  to Item 4.01 on this Form 8-K,  and has
requested  that  Jones  Simkins  furnish  it  with  a  letter  addressed  to the
Securities  and  Exchange  Commission  stating  whether it agrees with the above
statements  within 10 business  days of the filing of this Form 8-K. Such letter
is filed herewith as Exhibit 16.1.

                                       1
<PAGE>

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
Number                                             Description
----------- --------------------------------------------------------------------
10.1        Letter Agreement between Bodnar Capital Management, LLC and Digicorp
10.2        Form of $0.01 Warrant issued to Bodnar Capital Management, LLC
16.1        Letter on change in certifying accountant dated October 31, 2005
            from Jones Simkins, P.C.

                                       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: October 31, 2005                   By:  /s/ William B. Horne
                                              ----------------------------------
                                          Name:    William B. Horne
                                          Title:   Chief Executive 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): October 25, 2005

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

            Utah                        000-33067               87-0398271
(State or Other Jurisdiction        (Commission File         (I.R.S. Employer
      of Incorporation)                  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  reported in a Form 8-K filed by Digicorp  (the  "Company")  on May 24,
2005,  on May 18, 2005,  the Company sold  2,941,176  shares of common stock and
warrants (the "May  Warrants")  to purchase an aggregate of 3,000,000  shares of
common  stock  with  exercise  prices  ranging  from $0.25 to $1.50 per share to
Bodnar  Capital  Management,  LLC ("Bodnar  Capital").  On October 27, 2005, the
Company entered into an agreement with Bodnar Capital to cancel the May Warrants
in exchange  for the  issuance  by the Company of a warrant to purchase  500,000
shares of common stock with a an exercise  price of $0.01 per share  exercisable
for a period  of five  years.  The  issuance  of the  warrant  was  exempt  from
registration  requirements  pursuant to Section  4(2) of the  Securities  Act of
1933, as amended, and Rule 506 promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01.

Item 4.01 Changes in Registrant's Certifying Accountant.

      On October 25,  2005,  the  Company  engaged the firm of Peterson & Co. to
serve as its  independent  registered  public  accountants  for the fiscal  year
ending June 30, 2006. On October 27, 2005,  the Company  notified Jones Simkins,
P.C.  ("Jones  Simkins") that it was terminating  Jones Simkins'  services.  The
decision to change  accountants  was  recommended  and approved by the Company's
Board of Directors.

      During the two fiscal  years  ended June 30,  2005 and 2004,  and  through
October 27, 2005, (i) there were no disagreements  between the Company and Jones
Simkins on any matter of accounting principles or practices, financial statement
disclosure  or  auditing  scope  or  procedure  which,  if not  resolved  to the
satisfaction  of Jones Simkins would have caused Jones Simkins to make reference
to the matter in its reports on the  Company's  financial  statements,  and (ii)
except  for Jones  Simkins'  report on the  Company's  June 30,  2004  financial
statements  dated  September  1, 2004 which  included an  explanatory  paragraph
wherein they expressed substantial doubt about the Company's ability to continue
as a going concern, Jones Simkins' reports on the Company's financial statements
did not contain an adverse opinion or disclaimer of opinion,  or was modified as
to  uncertainty,  audit scope or  accounting  principles.  During the two fiscal
years ended June 30, 2005 and 2004 and through  October 27, 2005,  there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.

      During the two fiscal  years  ended June 30,  2005 and 2004,  and  through
October 27, 2005,  the Company has not consulted  with Peterson & Co.  regarding
either:

      1.    The   application   of   accounting   principles   to  any  specific
            transaction,  either  completed  or  proposed,  or the type of audit
            opinion   that  might  be  rendered  on  the   Company's   financial
            statements,  and neither a written report was provided to Peterson &
            Co. nor oral advice was provided that  Peterson & Co.  concluded was
            an important factor considered by the Company in reaching a decision
            as to the accounting, auditing or financial reporting issue; or
      2.    Any matter  that was either  subject of  disagreement  or event,  as
            defined in Item  304(a)(1)(iv)  of  Regulation  S-B and the  related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv) of Regulation S-B.

      On October 27, 2005, the Company provided Jones Simkins with a copy of the
disclosures  it is making  in  response  to Item 4.01 on this Form 8-K,  and has
requested  that  Jones  Simkins  furnish  it  with  a  letter  addressed  to the
Securities  and  Exchange  Commission  stating  whether it agrees with the above
statements  within 10 business  days of the filing of this Form 8-K. Such letter
is filed herewith as Exhibit 16.1.

                                       1
Item 9.01  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
Number                                             Description
----------- --------------------------------------------------------------------
10.1        Letter Agreement between Bodnar Capital Management, LLC and Digicorp
10.2        Form of $0.01 Warrant issued to Bodnar Capital Management, LLC
16.1        Letter on change in certifying accountant dated October 31, 2005
            from Jones Simkins, P.C.

                                       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: October 31, 2005                   By:  /s/ William B. Horne
                                              ----------------------------------
                                          Name:    William B. Horne
                                          Title:   Chief Executive Officer

                                       3