UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DIGICORP
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
475157500
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(CUSIP Number)
January 26, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
CUSIP No. 475157500 13G Page 1 of 5 Pages
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1. NAMES OF REPORTING PERSONS
Ault Glazer Bodnar & Company Investment Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
95-4696208
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
0
----------- ---------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,863,500 *
OWNED BY ----------- ---------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
----------- ---------------------------------------------
8. SHARED DISPOSITIVE POWER
1,863,500 *
---------------------- ----------- ---------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,500 *
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXLUDES CERTAIN SHARES*
[ ]
---------------- ---------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%**
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12. TYPE OF REPORTING PERSON
IA/HC
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* Of the Shares reported as being beneficially owned, 1,388,500 shares are
held directly by certain individually managed accounts and private investment
funds managed by Ault Glazer Bodnar & Company Investment Management, LLC, and
475,000 shares are held directly by Mr. Ault by virtue of his ownership of stock
options to purchase shares of the common stock of Digicorp over which Mr. Ault
may be deemed to hold voting or investment power.
** Based on 35,407,184 shares of Digicorp's common stock outstanding on
January 13, 2006, as such information was provided by the Issuer to the
reporting person.
CUSIP No. 475157500 13G Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS
Milton C. Ault, III
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
---------------- ---------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------------- ---------------------------------------------------------------
3. SEC USE ONLY
---------------- ---------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------- ---------------------------------------------------------------
5. SOLE VOTING POWER
0
----------- ---------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,863,500 *
OWNED BY ----------- ---------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
----------- ---------------------------------------------
8. SHARED DISPOSITIVE POWER
1,863,500 *
---------------------- ----------- ---------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,500 *
---------------- ---------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXLUDES CERTAIN SHARES*
[ ]
---------------- ---------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%**
---------------- ---------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
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* Of the Shares reported as being beneficially owned, 1,388,500 shares are
held directly by certain individually managed accounts and private investment
funds managed by Ault Glazer Bodnar & Company Investment Management, LLC, an
investment adviser for which the reporting person serves as Chief Investment
Officer, and 475,000 shares are held directly by Mr. Ault by virtue of his
ownership of stock options to purchase shares of the common stock of Digicorp
over which Mr. Ault may be deemed to hold voting or investment power.
** Based on 35,407,184 shares of Digicorp's common stock outstanding on
January 13, 2006, as such information was provided by the Issuer to the
reporting person.
CUSIP No. 475157500 Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Digicorp
Item 1(b). Address of Issuer:
1206 West South Jordan Parkway, Unit B
South Jordan, Utah 84095.
Item 2(a). Name of Person(s) Filing:
(1)Ault Glazer Bodnar & Company Investment Management LLC
(2) Milton C. Ault, III
Item 2(b). Address of Principal Business Office:
1800 Century Park East, Suite 200
Los Angeles, CA, 90067
Item 2(c). Citizenship:
(1)Ault Glazer Bodnar & Company Investment Management LLC: Delaware
(2) Milton C. Ault, III: USA
Item 2(d). Title of Class of Securities
Common Stock, par value $0.001 per share
Item 2(e). CUSIP No.:
475157500
CUSIP No. 475157500
Page 4 of 5 Pages
Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under Section 15 of the Act.
(b) ___ Bank as defined in Section 3(a)(6) of the
Act.
(c) ___ Insurance company as defined in Section
3(a)(19) of the Act.
(d) ___ Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) ____ An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund
in accordance with 240.13d- 1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person
in accordance with 240.13d- 1(b)(1)(ii)(G).
(h) ___ A savings association as defined in
Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940.
(j) ____ Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
With respect to the beneficial ownership of shares of common stock
of Digicorp by Ault Glazer Bodnar & Company Investment Management
LLC (the "Adviser") and Milton C. Ault, III ("Ault"), see Items 5
through 8 of the cover pages to this Schedule 13G, which are
incorporated herein by reference.
Pursuant to Rule 13d-3 of the 1934 Act, the Adviser may be deemed to
beneficially own approximately 1,388,500 shares of Digicorp Common
Stock held by certain individually managed accounts and private
investment funds (the "Advisory Clients") over which Adviser holds
discretionary voting and investment authority. Adviser disclaims
beneficial ownership of all shares of Digicorp Common Stock held on
behalf of such Advisory Clients.
Ault is the Chief Investment Officer of the Adviser. As a result,
pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to
beneficially own the shares of Digicorp Common Stock beneficially
owned by the Adviser as a result of the executive position he holds
with such entity. Mr. Ault disclaims beneficial ownership over all
shares of Digicorp Common Stock imputed to him by virtue of his
position with the Adviser.
Mr. Ault may be deemed to beneficially own approximately 475,000
shares of Digicorp Common Stock by virtue of stock options granted
to Mr. Ault by Digicorp. However, Mr. Ault has granted an
irrevocable proxy to the chief executive officer of the Issuer to
vote the shares of common stock issuable upon exercise of such stock
options.
CUSIP No. 475157500 Page 5 of 5 Pages
Item 5. Ownership of Five Percent or Less of Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [ ].
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
DATED: February 3, 2006
AULT GLAZER BODNAR & COMPANY INVESTMENT MANAGEMENT, LLC
By:
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Milton C. Ault, III
Individually, and as Chief Investment Officer
of Ault Glazer Bodnar & Company Investment Management, LLC