UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) May
8, 2007
DIGICORP,
INC.
(Exact
name of registrant as specified in its charter)
Commission
file number 000-33067
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Delaware
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87-0398271
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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4143
Glencoe Avenue, Unit B
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Marina
Del Rey, CA
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90292
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(Address
of principal
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(Zip
Code)
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executive
offices)
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Registrant’s
telephone number, including area code:
(310) 728-1450
Not
applicable
(Former
name or former address, if changed since last report)
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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
4.01 Changes
in Registrant’s Certifying Accountant.
(a) Effective
as of May 8, 2007, Digicorp, Inc. (the “Company”) dismissed Squar, Milner,
Peterson, Miranda & Williamson, LLP (“Squar Milner”), as the principal
independent accountants of the Company.
For
the
past two fiscal years, the reports of the former independent accountants, Squar
Milner, contained no adverse opinion, disclaimer of opinion or qualification
or
modification as to uncertainty, audit scope or accounting principles, except
for
a “going concern” opinion issued in its report for the years ended December 31,
2006 and 2005.
During
the Company’s two most recent fiscal years and any subsequent interim period
preceding the date hereof, there were no disagreements with the former
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if
not resolved to the satisfaction of the former accountants would have caused
it
to make reference to the subject matter of the disagreements in connection
with
its report.
During
the Company’s two most recent fiscal years and any subsequent interim period
preceding the date hereof, there were no reportable events (as described in
paragraph 304(a)(1)(iv)(B) of Regulation S-B), except that in
both years, letters were received from its independent accountants
indicating that there were material weaknesses in the Company’s internal
controls. In their letter dated May 8, 2007 to the Company, Squar Milner
advised the Company that during its audit of the financial statements of the
Company as of December 31, 2006, Squar Milner noted the
following significant deficiencies involving internal control and its
operation that it considers in aggregate to be material weaknesses: inadequate
staffing and oversight of accounting department; absence of appropriate
policies, procedures and effective controls related to the review and approval
of transactions, and timely reconciliation of general ledger account activity
and balances; absence of policies, procedures and effective controls related
to
the financial close process and preparation of financial statement and
disclosures; and inadequate documentation and support for certain transactions.
Squar
Milner also noted in same letter that the
above
noted weaknesses did
not
result in any adjustments during the audit of the December 31, 2006
financial statements.
The
Company has made addressing such
deficiencies or material weaknesses a high priority. The Company’s
Audit Committee has
discussed the foregoing matters with Squar Milner. The
Company fully intends to improve our internal control over financial reporting
through the hiring of full time accounting staff, increased independence of
the
accounting department, continued training of our accounting staff, working
closely with independent accountants, and with the continued commitment of
management to constantly strive for the improvement of our accounting policies,
procedures and financial controls. Our management will work with our auditors
and other outside advisors to ensure that our controls and procedures are
adequate and effective. We are confident that this effort will be sufficient
to
fully remedy these deficiencies or material weaknesses and better position
the
Company for growth. The
Company has authorized Squar Milner to respond fully to any inquiries of
Tarvaran,
Askelson & Company, LLP
concerning said matters.
The
Company has requested Squar Milner to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated May 21, 2007, is filed as Exhibit 16.1 to this Form
8-K.
(b) Effective
as of May 8, 2007, the Company engaged Tarvaran, Askelson & Company, LLP
(“Tarvaran Askelson”), as its principal independent accountants to audit the
financial statements of the Company. The change in the Company’s independent
accountants was approved by the Company’s Audit Committee.
During
the Company’s two most recent fiscal years, and any subsequent period prior to
engaging Tarvaran Askelson, neither the Company nor, to the best of the
Company’s knowledge, anyone acting on the Company’s behalf, consulted Tarvaran
Askelson regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company’s financial statements, and either
a written report was provided to the Company or oral advice was provided that
the new accountant concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was subject of a disagreement with the former
accountant or a reportable event (as described in paragraph 304(a)(1)(iv) of
Regulation S-B).
The
Company has provided Tarvaran
Askelson
with a
copy of the disclosures set forth in this Current Report on Form 8-K, and has
provided Tarvaran
Askelson
with the
opportunity to furnish the Company with a letter addressed to the Commission
containing any new information, clarification of the Company’s expression of its
views, or the respects in which it does not agree with the statements made
by
the Company herein. Tarvaran
Askelson
has
represented to the Company that it is in agreement with the disclosures herein
and that it will not be submitting a letter to the Company.
Item
9.01
Financial Statements and Exhibits.
List
below the financial statements, pro forma financial information and exhibits,
if
any, filed as part of this report.
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16.1 |
Letter
re change in certifying accountant 5
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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 hereunto
duly authorized.
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DIGICORP,
INC. |
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(Registrant) |
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| Date: May
21, 2007 |
By: |
/s/ Jay
Rifkin |
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Name: Jay
Rifkin |
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Title: Chief
Executive Officer |