EXHIBIT 31.2
Published on August 19, 2008
EXHIBIT
31.2
CERTIFICATION
I,
Jay
Rifkin, Principal Financial Officer of Digicorp, Inc., certify
that:
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1.
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I
have reviewed this quarterly report on Form 10-Q of Digicorp, Inc.
for the
fiscal quarter ended June 30, 2008;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant is
made
known to us by others, particularly during the period in which this
report
is being prepared;
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b.
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designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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evaluated
the effectiveness of the registrant's disclosure controls
and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period covered
by
this report based on such evaluation;
and
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d.
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disclosed
in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the registrant’s
internal control over financial reporting;
and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing
the equivalent functions);
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a.
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information;
and
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b.
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial
reporting.
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| Date: August 19, 2008 | By: | /s/ Jay Rifkin |
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Jay
Rifkin
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| Principal Financial Officer | ||