SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

May 23, 2011
 Eric Stoppenhagen President Digipath, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: Digipath, Inc.
 Amendment No. 3 to Registration Statement on   Form 10-12G  Filed April 29, 2011   File No. 000-54239   Form 10-Q for the period ended March 31, 2011  Filed May 11, 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 1 of our letter dated April 27, 2011 and re-issue the
comment in part. Please clarify that desp ite the prior experien ce of Mr. Stoppenhagen
effecting reverse mergers with private co mpanies, you do not have the same business
purpose, if true.
 2. We note your response to comment 2 on page 5 that you are dependent on a few existing
customers.  Please revise to identify your  significant customers and specify the
percentage that each contributes to your total revenues.

Eric Stoppenhagen, President
DigiPath, Inc.
May 23, 2011
Page 2

Business of Issuer, page 3
 3. We note your response to comment 6 and re-i ssue the comment in part. Please revise
your disclosure here and your MD&A section to clearly distinguish  between services you
currently provide and potential se rvices you plan to provide.

Plan of Operations, page 4

 4. We note your response to comment 4 and re-issue the comment in part:

 Please clarify if the platform and methodology will be available to your
competitors.  Also, clarify what makes th e “6D Focus Methodology” proprietary.

 Based on the services you have provided thus  far, please revise your disclosure to
discuss possible estimated costs, including the basis of such costs for each of the
steps.
 Risk Factors, page 7

 We have no revenue and cannot assure that we will have revenue or profits in the future, page 7

 5. Please reconcile this risk fact or with your disclosure on pa ge 11 where you state that you
“commenced earning revenue in January 2011.”
 Directors, Executive Officers, Promoters and Control Persons, page 14

 6. We note your response to comment 8.  Please revise  to specifically clar ify that the “no or
nominal” operational status of the identified companies ap plied during the duration of
Mr. Stoppenhagen’s associations.  Also, it re mains unclear how you are able to attribute
Mr. Stoppenhagen’s digital pathology experien ce to his association with Trestle and
Biolmagene since both had no or nominal operations during his association.  Please
revise to clarify.
 Recent Sales of Unregistered Securities, page 18

 7. Please provide the information required by Item 701 of Regulation S-K for the 10,000
restricted shares of your common stock issued for services rend ered to an unrelated party.
 Form 10-Q for the Period Ended March 31, 2011

 Results of Operation, page 12

8. Please revise to elaborate on the specific se rvices provided that lead to the revenues
earned and discuss the number of clients that  contributed to the disclosed revenues and
the arrangements associated with those clients.

Eric Stoppenhagen, President
DigiPath, Inc.
May 23, 2011
Page 3

Exhibits
 9. Please tell us why you have not listed any gove rning documents or material contracts in
your exhibit index.

Exhibit 31

 10. We note that you omitted the phrase “over financ ial reporting” in paragraph 4(b) of your
certification.  We also note that you refer to th e “quarterly report” in stead of “report” in
paragraphs 2 and 3 of your certif ication.  Please confirm to us  in writing that all future
certifications will conform to the exact language required by Item 601(b)(31) of
Regulation S-K.

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

 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