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): |X| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: December 31, 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-KSB, 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-QSB 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-KSB, 11-K, 20-F,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company's Annual Report on Form 10-KSB for the annual period ended
December 31, 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-KSB.
The Company's Annual Report on Form 10-KSB will be filed on or before the 15th
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 Financial Officer, (310) 728-1450
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(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 year ended December 31, 2006 are significantly
greater than the revenue, expenses and net loss for the year ended
December 31, 2005. The increase in revenue is primarily the result of an
increase in the direct sales of licensed content during the year ended
December 31, 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 year ended December 31, 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 year ended December 31,
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-KSB 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: April 2, 2006 By: /s/ William B. Horne
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William B. Horne
Chief Financial Officer
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