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SEC Company Response from Hypha Labs, Inc. (FUNI) (CIK 0001502966) (FUNI) — Feb 10, 2017

Hypha Labs, Inc. (FUNI) (CIK 0001502966)
Date: Feb. 10, 2017 · CIK: 0001502966 · Accession: 0001493152-17-001323

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File numbers found in text: 000-54239

Referenced dates: February 1, 2017

Date
Feb. 10, 2017
Author
/s/
Form
CORRESP
Company
Hypha Labs, Inc. (FUNI) (CIK 0001502966)

Letter

DigiPath, Inc.

Cameron Street

Suite

Las Vegas, Nevada 89118

February 10, 2017

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, DC 20549

Attention: Shannon Sobotka

Isaac Esquivel

Re:

Digipath, Inc. (the “Company”)

Form 10-K for the Fiscal Year Ended September 30, 2016

Filed January 9, 2017

File No. 000-54239

Ladies and Gentlemen:

This letter responds to the comment of the staff of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 1, 2017 (the “Comment Letter”), relating to the above referenced Form 10-K. For convenience, we have reproduced the Commission’s comment in italicized, bold type and followed the comment with our response.

Item 9A. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, page 25

1. We note that management assessed your internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Please tell us and revise future filings to disclose whether you applied the 1992 or 2013 COSO framework in your assessment. Reference is made to Item 308(a)(2) of Regulation S-K.

The Company advises the Commission that it applied the 2013 COSO framework in its assessment of internal control over financial reporting. The Company will revise future filings to include the framework it used in assessing its internal control over financial reporting.

Sincerely,
/s/
Todd Peterson

Show Raw Text
CORRESP
1
filename1.htm

DigiPath,
Inc.

6450
Cameron Street

Suite
113

Las
Vegas, Nevada 89118

February
10, 2017

Via
EDGAR

U.S. Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Shannon
    Sobotka

    Isaac
    Esquivel

    Re:

    Digipath,
    Inc.  (the “Company”)

    Form
    10-K for the Fiscal Year Ended September 30, 2016

    Filed
    January 9, 2017

    File
    No. 000-54239

Ladies
and Gentlemen:

This
letter responds to the comment of the staff of the Securities and Exchange Commission (the “Commission”) contained
in its letter dated February 1, 2017 (the “Comment Letter”), relating to the above referenced Form 10-K. For
convenience, we have reproduced the Commission’s comment in italicized, bold type and followed the comment with our response.

Item
9A. Controls and Procedures

Management’s
Report on Internal Control over Financial Reporting, page 25

    1.
    We
    note that management assessed your internal control over financial reporting using the criteria set forth by the Committee
    of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Please tell us and
    revise future filings to disclose whether you applied the 1992 or 2013 COSO framework in your assessment. Reference is made
    to Item 308(a)(2) of Regulation S-K.

The
Company advises the Commission that it applied the 2013 COSO framework in its assessment of internal control over financial reporting.
The Company will revise future filings to include the framework it used in assessing its internal control over financial reporting.

Sincerely,

    /s/
    Todd Peterson

    Todd
    Peterson, Chief Financial Officer

    cc:
    Joseph
    J. Bianco, Digipath, Inc.

    Todd
    Denkin, Digipath, Inc.