Form: 4

Statement of changes in beneficial ownership of securities

January 3, 2006

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rifkin Jay
   2. Issuer Name and Ticker or Trading Symbol
DIGICORP [DGCO.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO/Chairman
(Last)
(First)
(Middle)
100 WILSHIRE BLVD, SUITE 1750		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2005
(Street)

SANTA MONICA, CA 90401		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2005   P   19,086,372 (1) A $ 0 (2) 19,086,372 (1) I By Rebel Holdings, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Secured Convertible Note $ 1.112 12/29/2005   P   0 (3)   12/29/2005 12/29/2010 Common Stock 500,000 $ 556,306.53 (3) 0 (3) I By Rebel Holdings, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rifkin Jay
100 WILSHIRE BLVD, SUITE 1750
SANTA MONICA, CA 90401		   X   X   CEO/Chairman  

Signatures

 /s/ Jay Rifkin   01/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 3,600,000 of the reported shares are held in escrow pending satisfaction of certain performance milestones through March 31, 2007.
(2) The reporting person acquired the shares as compensation for the reporting person's 90% equity interest in Rebel Crew Films, Inc., which the Issuer purchased on December 29, 2005.
(3) The reporting person acquired a $556,306.53 principal amount secured convertible note of the Issuer in exchange for assigning to the Issuer an equivalent principal amount loan receivable owed to the reporting person by Rebel Crew Films, Inc.

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