SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

February 24, 2011
 Eric Stoppenhagen President DigiPath, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: DigiPath, Inc.
 Amendment No. 1 to Registration Statement on   Form 10-12G  Filed January 26, 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. Please provide us with support for all quant itative and qualitative business and industry
data used in the registration statement. We note the following statements by way of
example only:
 “PubMed has over 150 documented articles  about how digital pathology provides
improved patient care,” page 5;
 “The Digital Pathology Associ ation defines digital path ology as…,” page 5; and
 “Laboratory Economics issued a report entitled Adoption Tr ends in Digital
Pathology…,” page 6.

Clearly mark the specific language in the supporting materials that supports each
statement. Please tell us if any of the suppor ting materials were prep ared specifically for

Eric Stoppenhagen, President
DigiPath, Inc.
February 24, 2011
Page 2
you in connection with this registration statement and ensure that you update your
disclosure to the extent more recent informa tion is available. Additionally, to the extent
you use qualitative and quantitative business da ta, please explain how this disclosure is
relevant to you and your business plan.
 2. In the appropriate section, please revise to  discuss the business purpose of registering
your securities pursuant Section 12(g) of the Exchange Act c onsidering your shareholder
base and current operations.
 Item 1. Business, page 3

 Business of Issuer, page 3

3. Please review this section to ensure that your disclosure throughout is written in plain
English and the concepts that you describe are fully explained. For example, we note
your heavy reliance of bullet lists. Please revi ew and revise your di sclosure to include
complete sentences to explain concepts, limit the use of bullet lists, and limit the use of
industry jargon, using instead terms that an ordinary invest or could understand.

4. Please significantly revise this and the MD&A section to focus on your current
operations .  We note the following statem ents by way of example only:

 “DigiPath focuses on the business of provi ding advisory services for clients…,”
page 3;
 “In all advisory services, DigiPath uses a proprietary methodology services
platform…,” page 4; and
 “DigiPath provides the expertise in accelerating the adoption of digital
pathology,” page 5.

Please revise to clarify if you are currently o ffering any services.  Also, please revise to
focus on any specific steps that the company has taken to implement its business plan.
Please limit your discussion of future services and products to those that you will offer in
the immediate future.
5. We note that a significant amount  of the disclosures here, in  the plan of operations and
the MD&A sections are promotional rather than factual.  Please significantly revise your
disclosure to remove promotional statemen ts or provide reasonable bases for such
disclosure.
 6. On page 3, you disclose that for “over cumu lative 60 years, the DigiPath’s team has
focused” on your targeted industry even though your only director  and officer, Mr.
Stoppenhagen, has only seven years of experience in this industry and you do not have
any employees. Please expand your disclosure  to clarify how you determined you have
the “cumulative 60 years” of relevant experience.
 7. Please indentify the countries within the Middle East that you expect to seek clients.

Eric Stoppenhagen, President
DigiPath, Inc.
February 24, 2011
Page 3
Plan of Operations, page 4

8. Please explain the terms “proprietary met hodology services platform” and “6D Focus
Methodology.” Additionally, please discuss the estimated time frame and costs, including
the basis for such estimates, for each step.  Expand your disclosure of each step and
discuss how they will be mate rial to your business plan a nd operations in the next 12
months.  Please revise your MD&A section accordingly.
 Target Clients, page 5

9. Please provide the basis for the intended clie nts you have listed. For example, please
indicate whether you have initiated talks with an y.  If not, please so state and revise your
disclosure accordingly.
 Competitive Conditions, page 5

 10. Please clarify what you mean by “traditional manner.”
 Industry, page 5

 11. Please clarify the term “digitized glass slide.”

12. We note your statement, “[T]he Company’s pr incipal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential through the growth of revenues.” Please expand your plan of operations disclosu re to substantiate
how you intend to grow revenue s in the next 12 months.
 Trade Names, Trademarks and Service Marks, page 6

 13. Throughout your disclosure you refer to your “pr oprietary” services.  It does not appear
that you have any intellectual property that is subject to any protections.  As such, please
clarify how your services are proprietary despite the lack of any intellectual property
protections.
 14. You state you are “unaware” of any similar trade names used by other persons. A general
internet search using the term “Digipath” in dicates that other companies utilize the name
“Digipath” in their company or product names.  As statements of belief should be accompanied by a reasonable basis, please revi se the noted statement accordingly.  Also,
tell us if there is any risk  that your use of the name Di giPath may infringe on other
entities’ intellectual property rights.
Item 1A. Risk Factors, page 7

15. Please include a separate risk  factor addressing the issues  you face as a result of your
going concern opinion.  The risk factor should include, but is  not limited to, a discussion
of your ability to rais e capital in light of your going concern opinion.

Eric Stoppenhagen, President
DigiPath, Inc.
February 24, 2011
Page 4

16. Some of the subheadings in your risk factor  section are vague and do not fully describe
the specific risk discussed.  Potential investors should be ab le to read a risk factor
subheading and come away with a strong unders tanding of what the risk is and the result
of the risk as it specifically applies to you.  For example only, see the following:

 “We may need additional financing,” page 9;
 “We are uncertain of our ability to protect the information,” page 11;
 “Authorization of preferred stock,” page 13; and
 “Indemnification of officer s and directors,” page 13.
 Please revise accordingly.  As a general rule , risks that apply to companies across
industries are probably too generi c to include here.  See Item 503(c) of Regulation S-K.
  “We may need additional financing,” page 8

17. This risk factor and the one immediately afte r it appear to address the same risk. Please
revise to collapse the tw o risk factors or advise.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
12

18. Please clarify that you have not earned any re venues since inception, if true, and provide
a narrative discussion of the net loss, expenses, and liabilities that have been incurred by
the company.
19. We note on page 14 that Mr. Stoppenhagen provid es services to othe r entities, including
“small to medium-sized companies that either  are public or desire to become public” and
Catalyst Lighting Group, Inc.  Please clarify if he is st ill serving in any of these
capacities.  If so, please provide disclosure in  this section to indi cate how much time Mr.
Stoppenhagen will devote to you.
 20. Please reconcile your disclosure that potential clients are in the United States with your
risk factor on page 7 that stat es that you expect that substan tially all of your operations to
be in international markets.  In additi on, as necessary to understand your business and
describe any known trends or uncertainties th at have had or that  you reasonably expect
will have a material favorable or unfavorable impact on revenues or income from continuing operations, please revise to more fully discuss the stat us of your operations
and your plan for future operations.  As an  example only, please discuss your basis for
determining that it is likely the company will have revenues in the quarter ending December 31, 2011, as disclosed on page 11 of  your Form 10-Q for the period ended
December 31, 2010.

Eric Stoppenhagen, President
DigiPath, Inc.
February 24, 2011
Page 5

Liquidity and Capital Requirements, page 12

21. Please revise to clarify the extent to which your anticipated liquidity requirements during
the next 12 months will be met using funds advanced from your shareholder and the
extent to which you will requi re raising additional capital  from other investors or
obtaining financing.  In addition, please revise  to discuss liquidity  on both a long-term
and short-term basis.  Refer to Instruc tion 5 of Item 303(A) of Regulation S-X.
 Item 4. Security Ownership of Certain Be neficial Owners and Management, page 13

22. Please clarify what the “Represents le ss than 1%” refers to or delete.
 Item 5. Directors, Executive Officers, Promoters and Control Persons, page 14

 Identification of Directors and Officers, page 14

23. Please clarify what you mean by “CFO se rvices.” Clearly indicate whether Mr.
Stoppenhagen was as a consultant or an execu tive officer while providing CFO services.

24. Briefly discuss the specific experience, qualifica tions, attributes or skills that led to the
conclusion that Mr. Stoppenhagen should serve as a director. Please refer to Item 401(e)
of Regulation S-K.
 Item 7. Certain Relationships and Related Tran sactions, and Director Independence, page 16

25. Please revise to identify your promoter(s).   See Item 404(c) of Regulation S-K.

Item 10. Recent Sales of Unregistered Securities, page 17

26. Please identify Eric Stoppenhagen as the re cipient of the 5,000,000 re stricted shares.
 27. We note the reference to information provide d to “all investors.”  Please refer to Mr.
Stoppenhagen instead of referr ing to “all investors.”
 Item 13. Financial Statements and Supplementary Data, page 21

28. Please revise to include audite d financial statements.  Refer to Rule 8-02 of Regulation S-
X.
29. Please revise to comply with the requirements  of development stage entities in ASC 915.
For example, 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 (ASC 915-210-45-1) and have not identified on the face of the financial
statements that you are a developm ent stage entity (ASC 915-205-45-4).

Eric Stoppenhagen, President
DigiPath, Inc.
February 24, 2011
Page 6
Form 10-Q for the Period Ended December 31, 2010
 Exhibit 31

 30. Please confirm to us that you will revise your certifications, in all future filings, to
include the language “including its consolidated  subsidiaries” in para graph 4(a) and “(the
registrant's fourth fiscal quart er in the case of an annual repor t)” in paragraph 4(d) and to
refer to the “registrant” rather than the “s mall business issuer” in paragraph 5, consistent
with the language set forth in 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