SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 27, 2011
 Eric Stoppenhagen President Digipath, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: Digipath, Inc.
 Amendment No. 2 to Registration Statement on   Form 10-12G  Filed March 29, 2011   File No. 000-54239

Dear Mr. Stoppenhagen:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
        General

 1. We note your response to comment 2 of our letter dated February 24, 2011 that the
business purpose of this registration is to acquire access to capita l and liquidity, even
though it appears that yo u are currently in the development stage.  On page 14 you note
that Eric Stoppenhagen has se rved as officers of Trestle Holdings, Trist Holdings, and
Catalyst Lighting Group.  Please revise your di sclosure, where appropria te, to clarify that
he was involved with all three companies wh en they had no or nominal operations and
that all three companies have since engage d in reverse mergers to provide private
companies with a means of entering the 34 Act report system, if true, and whether he
received any benefits from the mergers.  Pleas e clarify that despite his prior experience in
effecting reverse mergers with private co mpanies, you do not have the same business
purpose, if true.

Eric Stoppenhagen, President
DigiPath, Inc.
April 27, 2011
Page 2
2. We note your response to comment 12. Please revise your disclosure in the business
section, if true, to discuss your dependen ce on a single existing customer, or a few
existing customers, the loss of any one or more of which would have a material adverse effect on your business. Also disclose the name  of the customer(s) a nd its relationship, if
any, with you if transactions  with such customer(s) are made in an aggregate amount
equal to 10% or more of your consolidated revenues.

Item 1. Business, page 3

 Business of Issuer, page 3

 3. We note your response to comment 5 and re-issu e the comment.  We continue to believe
that certain of your disclosures here and in the plan of operations and the MD&A sections
are promotional rather than f actual.  We note this statement on page 3 for example only,
“[T]he DigiPath team provides advisory services to ensure…. exceed the return on investment goals; minimize any operational in efficiency; and provide a means for your
firm to stay competitive.”  Please revise your disclosure throughout the document to
remove promotional statements or provide  reasonable bases for such disclosure.
 Plan of Operations, page 4

4. We note your response to comment 8 and re-issu e the comment, in part.  Please revise
your disclosure to discuss the estimated time frame and costs for the “proprietary
methodology services platform” and “6D Focu s Methodology,” including the basis for
such estimates, for each step.  Additiona lly, please clarify if the platform and
methodology will be available to your competitors.
 Intellectual Property, Trade Names, Trad emarks and Service Marks, page 6

5. We note your response to comment 14 of our  comment letter dated February 24, 2011.
Please tell us the status of  your trademark application.

Item 2. Management’s Discussion and Anal ysis or Plan of Operation, page 11

6. You currently disclose on page 4 that you provide services “throughout USA, Canada,
Europe, Middle East, Asia, Latin America,” assists laboratories and pathology practices,
and advise manufacturers.   It is not clear how the noted disclosure applies to your current
operations based on your disclosure that you have recently commenced earning revenues.
Please revise to clearly dis tinguish between serv ices currently provided and potential
services to be provided, and between types of  current clients and potential clients and
limit your discussion of future services to t hose you will offer in the immediate future.

7. We note your disclosure that you commenced  earning revenue in January 2011.  Please
expand to discuss the extent and type of such revenues and to further discuss any
significant trends that have had or that you re asonably expect will have a material impact
on revenues.

Eric Stoppenhagen, President
DigiPath, Inc.
April 27, 2011
Page 3

Item 5. Directors, Executive Officers, Promoters and Control Persons, page 14
 8. Please revise to clarify your CEO’s involveme nt with Venor, Inc. or advise.  Also, you
disclose that he has been involved with “D igital Pathalogy” sin ce 2003 providing services
to Trestle Holdings and BioImagene.  C onsidering you capitalized  the term “Digital
Pathology,” please clarify if you are using the noted term as a company name.  If not,
please use lower case to avoi d confusion.  Considering Tr estle Holdings has already
engaged in a reverse merger, it is not clear how the noted disclosure  is accurate.  Please
clarify.
 9. Considering Mr. Stoppenhagen is your only empl oyee, please revise to clarify how his
experience substantiates your disclosure thr oughout regarding your e xpertise and ability
to provide advisory services specific to digital pathology.
 10. We note your disclosure on pages 12 and elsewhere that your CEO has voting and
investment control over the securities ow ned by NYX.  Please disc uss his relationship
with NYX that provides him with such control.
 Item 13. Financial Statements and Supplementary Data, page 22

 11. We note your response to our prior comment 29 and reissue the comment in part.  Please
revise to comply with th e requirements of developmen t stage entities in ASC 915.
Specifically, we note that you have not reporte d cumulative net losses with a descriptive
caption such as deficit accumulated during the development stage in the shareholder
equity section (A SC 915-210-45-1).

Note 4 – Subsequent Events, page 30

 12. Please revise to provide disclosure regardi ng the revolving promissory note entered into
on February 14, 2011, and the private placement offering on March 23, 2011, or tell us how you determined these items were not required  to be disclosed as subsequent events.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Eric Stoppenhagen, President
DigiPath, Inc.
April 27, 2011
Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jonathan Wiggins, Accounti ng Examiner, at (202) 551-3694 or Daniel
Gordon, Accounting Branch Chief, at (202) 551 -3486 if you have questions regarding comments
on the financial statements and related matters .  Please contact Folake Ayoola, Attorney-
Advisor, at (202) 551-3673 or me at (202) 551-3386 with any other questions.

Sincerely,

Duc Dang Attorney-Advisor