SecProbe.io

Mail Stop 3561
                                                                        March 13, 2007

Mr. Jay Rifkin, CEO
Digicorp
4143 Glencoe Avenue
Marina Del Rey, CA  90292

          Re:   Digicorp
Form 10-KSB/A for Fiscal Year Ended December 31, 2005
Filed February 23, 2007
File No. 000-33067

Dear Mr. Rifkin:

We have reviewed your amendment a nd responses filed on February 23, 2007,
and have the following comments.  Where i ndicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disc losure requirements and to enhance the
overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any
other aspect of our review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

Form 10-KSB for the Year Ended December 31, 2005

Note 6 – Intangible Assets, page 27

1. Tell us whether you are accounting for th e iCodemedia assets in accordance
with SOP 98-1 or SFAS 86.  If you are using SOP 98-1, SFAS 144 is the applicable standard to be used to evalua te the recoverability of these assets.
The fact that you have not been able to obtain equity financing to complete the
development of the iCodemedia assets  since acquisition and are unable to
estimate when you expect to obtain this fi nancing in the future is an indicator
that recoverability of these assets should be assessed.  Since you cannot

Jay Rifkin
Digicorp
March 13, 2007 Page 2
determine when you will be able to comp lete the development of these assets
(as you stated in your supplemental res ponse), it follows that you are not able
to estimate with any degree of probabil ity, the amount of future revenues that
these assets will generate.  Note also the guidance in paragraph 35 of SOP 98-1, which states, “When it is no longer pr obable that computer software being
developed will be completed and placed in service, the asset should be reported at the lower of the carrying amount or fair value, if any, less costs to sell.  The rebuttable presumption is that such uncompleted software has a fair value of zero.”  If you are using SFAS 86, you are required to calculate the net realizable value of these costs at each balance sheet date and that calculation
includes an estimate of future revenue, which you do not appear to be able to
estimate.  Accordingly, it appears to  us that the iCodemedia assets are
impaired and should be written off in  their entirety.  Please revise your
financial statements to recognize full impa irment or demonstrate to us that the
assets are unimpaired by providing the es timates of future cash flows (and all
assumptions) as well as an explanation of the reasons why you believe you are
able to estimate future revenues in th e face of the uncertainties of completing
the development of the assets.

2. Provide a similar analysis for the Perreor adio assets, although given their lack
of development and demonstrated ability to generate revenue, it appears to the
staff that they too are impaired.

Note 12 – Stock Option Plan, page 31
Note 13 – Warrants, page 32

3. We have reviewed your response to co mment four where you state that Rebel
Crew has no outstanding stock options or warrants.  Please tell us whether Rebel Crew has cancelled all of the outs tanding stock options/warrants issued
by DigiCorp prior to the merger or if  it has adopted DigiCorp’s compensation
plans.  If the former is true, it appear s that that fact s hould be disclosed and
the requested disclosures pr ovided.  If the latter is true, disclosure is also
required regarding the cancellation of the plans and the resolution of the outstanding options and wa rrants.  We note that additional options were
granted during 2006, presumably by Rebel Crew.

Other Exchange Act Reports
4. Please revise all Forms 10-QSB filed in  fiscal 2006 (periods ended March 31,
June 30 and September 30, 2006) for any re statements made in response to the
above comments, as applicable.

Jay Rifkin
Digicorp
March 13, 2007 Page 3
Unaddressed Request
5. We note that you have not provided the written acknowledgement requested at
the end of our previous comment letter  dated August 8, 2006.  Please file the
requested language in a letter on EDGAR  as correspondence so that we may
complete our review of your filings.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

You may contact Blaise Rhodes at (202)  551-3774 or Tia Jenkins at (202) 551-
3871 if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
Office of Emerging Growth Companies