SecProbe.io

June 24, 2011
 Via E-mail

Eric Stoppenhagen President Digipath, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: Digipath, Inc.
 Amendment No. 4 to Registration Statement on Form 10-12G  Filed June 3, 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 f acts and circumstances or do
not believe an amendment is appropriate, please 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.
        Plan of Operations, page 4

 1. We note your response to comment 4(a) of our comment letter dated May 23, 2011.
Please revise your disclosure to indicate that the general step s of the platform
methodology will be available to your competitors but not the detailed steps of your process. Also, please expl ain how the steps and pr ocesses are proprietary.
 Item 2. Management’s Discussion and Analysis or Plan of Operation

 Three Months Ended March 31, 2011, page 11

 2. We note that you recorded $30,000 in revenues from three customers for consulting
services.  Please tell us what types of serv ices were provided and from whom as you

Eric Stoppenhagen
Digipath, Inc. June 24, 2011 Page 2
 currently only have one employee.  Also, please revise to provide more disclosure
about the types of contracts en tered into with these three cu stomers.  For example, are
these long term contracts or have you pr ovided the service an d the contracts are
completed.
 3. Please revise your results of operations to di scuss expectations for the future as it
relates to the three customers you obtain ed during the firs t quarter of 2011 and
discuss any new customers that you have obt ained that may generate revenue in the
future.
 March 31, 2011 Financial Statements

 Revenue Recognition, page 37

 4. You disclose that the Company is in the development stage and have yet to realize
revenues from operations.  We note that  you recognized $30,000 in revenues during
the first quarter of 2011 and you disclose in  footnote 1 that you are no longer a
development stage company due to the fact that you recognized revenues in the first
quarter of 2011.  Please reconcile.
 5. In addition, please tell us the nature of these revenues and th e services provided to the
various customers.  We note that you reco rded no costs of sa les during the first
quarter of 2011.  Please tell us how you were able to provide services with no costs
incurred.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’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  and accuracy of the disclosure 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 federal securities laws of the United
States.

Eric Stoppenhagen
Digipath, Inc. June 24, 2011 Page 3

You may contact Jonathan Wiggins, Acc ounting 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 rela ted matters.  Please contact Folake Ayoola,
Attorney-Advisor, at (202) 551-3673 or Du c Dang at (202) 551-3386 with any other
questions.
Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief