SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on June 4, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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Digicorp,
Inc.
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(Name
of Issuer)
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Common
Stock, par value $.0001 per share
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(Title
of Class of Securities)
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475157500
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(CUSIP
Number)
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Robert
Kramer, Esquire
4000
Holywood Blvd
Suite
485 South
Hollywood,
FL 33021
954-966-2112
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June
2, 2008
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page
2
SCHEDULE
13D
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CUSIP
No.
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None
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dennis
L. Pelino
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a) [_]
(b) [_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
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[
]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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10,000,000
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8
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SHARED
VOTING POWER
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0
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9
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SOLE
DISPOSITIVE POWER
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10,000,000
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,000,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.8%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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Page
3
This Amendment No. 1 (this “Amendment”)
amends certain information in the statement on Schedule 13D filed on April 6,
2008 (the “Initial Statement”) by Dennis L. Pelino (the “Reporting
Person”). Except as set forth in this Amendment, the Initial
Statement remains unchanged. Capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Initial
Statement.
Item
3. Source and Amount of Funds or Other
Considerations
The aggregate amount of funds used to
purchase the shares of Series A Convertible Preferred Stock reported herein as
being held by the Reporting Person was $19,200. The source of such
funds were the personal funds of the Reporting Person.
Item
4. Purpose of Transaction
Item 4 of the Initial Statement is
hereby amended by inserting the following paragraphs at the end of the
disclosures set forth in the Initial Statement:
“On May 28, 2008, New China Media, LLC
(“NCM”), YGP,
LLC (“YGP”) (NCM and YGP shall be
collectively referred to as “Content Providers”) and the Company entered into a
Content License Agreement providing for (i) the assignment by Content Providers
and the assumption by the Company of certain rights of Content Providers for the
territory of the People Republic of China to use, transmit and publicly display
via the internet certain content; and (ii) the purchase by YGP and NCM of 16,200
and 3,000 shares of Series A Convertible Preferred Stock for $16,200 and $3,000,
respectively (collectively, “Purchased Series A Shares”). The
Reporting Person is the sole Managing Member of NCM and YGP and as such has sole
voting and dispositive power of the Purchased Series A Shares held by YGP and
NCM.
The Series A Convertible Preferred
Stock of the Company (“Series A Preferred Stock”) is a newly created series of
preferred shares of the Company that will have the preferences, limitations and
relative rights set forth in the authorizing resolution adopted by the Board of
Directors of the Company, which the Company has filed as Exhibit 3.1 to its
Current Report on Form 8-K, filed June 4, 2008 (“Company Form
8-K”). The Series A Convertible Preferred Stock shall be convertible
into shares of Common Stock of the Company at a rate of one thousand (1,000)
shares of Common Stock for every one share of Series A Convertible Preferred
Stock at the option of the holder at any time subsequent to the filing of an
amendment to the Company’s certificate of incorporation with the Secretary of
State of the State of Delaware whereby the authorized Common Stock is increased
to a minimum of 200,000,000 shares. The Company Form 8-K
states that it intends to seek stockholder approval and effect the
capitalization amendment as soon as practicable. In addition, the
Series A Convertible Preferred Stock (i) has no voting rights prior to
conversion except as otherwise provided under Delaware law, (ii) has no
mandatory or optional redemption rights, (iii) has no preemptive rights, and
(iv) shall pay cash dividends only in the event cash dividends have been
declared on the Company’s Common Stock. In such event, the
amount per share shall be equal to the amount of dividends that would
have been payable in respect of each such share of Series A Convertible
Preferred Stock had such share been converted into shares of Common Stock
immediately prior to the payment of such dividend.
The Reporting Person intends to acquire
the Purchased Series A Shares for investment purposes. As of the date
of this Amendment, except as set forth in the Initial Statement the Reporting
Person does not have any present plan or intention which would result in or
relate to any of the actions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.”
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of theIssuer
The
information set forth in Item 4 hereof is incorporated by reference into this
Item 6.
Item
7. Material to Be Filed as Exhibits
99.2 Content License Agreement by and
among Company, NCM, YGP and TWK Holdings, LLC dated as June 2, 2008 incorporated
by reference from Exhibit 10.2 to Digicorp, Inc. Current Report on Form 8-K
filed June 4, 2008.
Page
4
SIGNATURE
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:
June 4, 2008
/s/ Dennis L.
Pelino
Dennis L.
Pelino