Washington, DC  20549

                            FORM 8-K

                         CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of

Date of Report (Date of earliest event reported) January 10, 2008

                         DIGICORP, INC.
     (Exact name of registrant as specified in its charter)

                Commission file number 000-33067

Delaware                                                 87-0398271
(State or other jurisdiction                       (I.R.S. Employer
of incorporation)                               Identification No.)

4143 Glencoe Avenue
Marina Del Rey, CA                                            90292
(Address of principal                                    (Zip Code)
executive offices)

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):

[  ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the
     Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b)
     under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c)
     under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On January 10, 2008, Rebel Crew Films, Inc. ("Rebel Crew"),
a wholly-owned subsidiary of Digicorp, Inc. (the "Company")
entered into a licensing agreement with Westlake Entertainment,
Inc., an independent entertainment distribution company
("Westlake") pursuant to which Rebel Crew has agreed to license
the DVD distribution rights to its Spanish language film library
to Westlake.  Effective immediately, Westlake will take over
sales, production and all physical distribution of the 157 title
library, while Rebel Crew will continue to manage digital
distribution and advertising rights.  Westlake will distribute
existing inventory for a fee and will distribute new product on a
revenue share basis.   The licensing transaction is part of an
initiative to focus the Company's efforts on commercialization of
its patent pending ViraCast advertising technology and associated
business opportunities in the United States and internationally.

     The Company issued a press release on January 14, 2008 to
announce the licensing transaction with Westlake.   The press
release also announced that the Company has executed a letter of
intent with China Youth Net and China based Internet company WKC
to build, launch and operate a large scale advertising supported
Internet media portal in China, pursuant to which the Company
will contribute the exclusive China rights to its ViraCast
technology.  The letter of intent contemplates the raising of
certain financing for the new venture.  At this stage, no funding
has been committed and there can be no assurances that funding
will be secured. In addition, should the parties fail to execute
a definitive agreement within one year, the letter of intent will
terminate unless extended by the parties.

Item 9.01      Financial Statements and Exhibits.


99.1 Press release dated January 14, 2008


      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.

                               DIGICORP, INC.

Dated: January 15, 2008        By:    /s/  Jay  Rifkin
                               Name:  Jay Rifkin
                               Title: Chief Executive Officer