SecProbe.io

CORRESP
 1
 filename1.htm

 Hypha
Labs, Inc.

 5940
S. Rainbow Boulevard

 Las
Vegas, Nevada 89118

 June
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Hypha
 Labs, Inc. Request for Qualification

 Offering
 Statement on Form 1-A

 File
 No. 024-12579

 Ladies
and Gentlemen:

 Hypha
Labs, Inc., a Nevada corporation, respectfully requests that the Securities and Exchange Commission issue a qualification order with
regard to the Offering Statement on Form 1-A (File No. 024-12579), as amended, for the qualification to be issued as of 4:00 p.m. Eastern
time on June 30, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 By:
 /s/
 A. Stone Douglass

 Name:
 A.
 Stone Douglass

 Title:
 Chairman,
 President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

CORRESP
 1
 filename1.htm

 June
16, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Nicholas
 O'Leary and Jane Park
 Division
 of Corporate Finance
 Office
 of Industrial Applications and Services

 Re:
 Hypha Labs, Inc.

 Amendment
No. 1 to

 Offering
Statement on Form 1-A

 Filed
April 21, 2025

 File
No. 024-12579

 Ladies
and Gentlemen:

 Hypha
Labs, Inc., a Nevada corporation (the " Company " or " we "), has today submitted to
the Securities and Exchange Commission (the " Commission "), pursuant to the requirements of the Securities Exchange
Act of 1933, as amended (the " Securities Act "), a second public amendment (the " Amendment ")
to its offering statement on Form 1-A filed on February 24, 2025 (the " Offering Statement "), as amended on
April 21, 2025 (the " Prior Amendment ").

 We
are writing to respond to the comments of the staff of the Commission (the " Staff ") raised in your letter to
the Company dated May 1, 2025. The responses below correspond to the captions and numbers of those comments (which are reproduced below
in bold). For your convenience, a copy of the Amendment is enclosed and has been marked to show changes from the Prior Amendment. References
to page numbers in our responses are to page numbers in the amended Offering Statement or the Offering Circular that forms a part thereof.
Capitalized terms defined in the Offering Statement and used in this letter but not otherwise defined herein have the meanings assigned
to them in the Offering Statement.

 Amendment
No. 1 to Offering Statement on Form 1-A filed April 21, 2025

 Cover
Page

 1. We
 note your revisions in the footnotes in response to prior comment 2. Please include in the
 table itself all of the securities offered by the company, including the bonus shares and
 the shares of common stock issuable upon conversion of the Series D Preferred Stock and upon
 exercise of the warrants.

 RESPONSE:
 We have revised the table to include all of the securities offered by the Company, including the bonus shares and the shares of common
stock issuable upon conversion of the Series D Preferred Stock and upon exercise of the warrants.

 2. We
 note your disclosure in footnote 6 that Mr. Douglass currently has the right to vote a majority
 of the voting power of your outstanding capital stock and will continue to do so following
 this offering. Please revise to disclose the percentage voting control of Mr. Douglass. Additionally,
 we note that the superscript for footnote 6 is not included in the table or elsewhere on
 the cover page. Please revise accordingly.

 RESPONSE:
 We have revised footnote 5 (previously numbered as footnote 6) to include the percentage voting control of Mr. Douglass. We have
also revised the table to include the superscript for footnote 5 (previously numbered as footnote 6).

 June
16, 2025

 Page
2

 Plan
of Distribution, page 32

 3. We
 note your revisions in response to prior comment 4 for the equity volume perks and the non-equity
 perks. Please explain whether each perk changes the value of the offered securities.

 RESPONSE:
 We have included additional disclosure regarding whether each perk changes the value of the offered securities.

 *
 *
 *

 The
Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosure in its submissions
and later filings of the Offering Statement, notwithstanding any review, comments, action or absence of action by the Staff. The Company
also acknowledges that, following qualification of the Offering Statement, Rule 257 of Regulation A requires the Company to file periodic
and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.

 Sincerely,

 /s/ A. Stone Douglass

 A.
Stone Douglass

 Chief
Executive Officer

 cc:
 Alison Newman, Esq.

 Sarah
Hewitt, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

A. Stone Douglass
Chief Executive Officer
Hypha Labs, Inc.
5940 S. Rainbow Boulevard
Las Vegas, NV 89118

 Re: Hypha Labs, Inc.
 Amendment No. 1 to
 Offering Statement on Form 1-A
 Filed April 21, 2025
 File No. 024-12579
Dear A. Stone Douglass:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 12,
2025, letter.

Amendment No. 1 to Offering Statement on Form 1-A filed April 21, 2025
Cover Page

1. We note your revisions in the footnotes in response to prior comment 2.
Please
 include in the table itself all of the securities offered by the
company, including the
 bonus shares and the shares of common stock issuable upon conversion of
the Series
 D Preferred Stock and upon exercise of the warrants.
2. We note your disclosure in footnote 6 that Mr. Douglass currently has
the right to vote
 a majority of the voting power of your outstanding capital stock and
will continue to
 do so following this offering. Please revise to disclose the percentage
voting control of
 Mr. Douglass. Additionally, we note that the superscript for footnote 6
is not included
 in the table or elsewhere on the cover page. Please revise accordingly.
 May 1, 2025
Page 2

Plan of Distribution, page 32

3. We note your revisions in response to prior comment 4 for the equity
volume perks
 and the non-equity perks. Please explain whether each perk changes the
value of the
 offered securities.
 Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at
202-551-7439 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Sarah Hewitt, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
21, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Nicholas
 O'Leary and Jane Park
 Division
 of Corporate Finance
 Office
 of Industrial Applications and Services

 Re:
 Hypha
 Labs, Inc.

 Offering
 Statement on Form 1-A

 Filed
 February 24, 2025

 File
 No. 024-12579

 Ladies
and Gentlemen:

 Hypha
Labs, Inc., a Nevada corporation (the " Company " or " we "), has today submitted to
the Securities and Exchange Commission (the " Commission "), pursuant to the requirements of the Securities Exchange
Act of 1933, as amended (the " Securities Act "), a public amendment (the " Amendment ")
to its offering statement on Form 1-A filed on February 24, 2025 (the " Offering Statement ").

 We
are writing to respond to the comments of the staff of the Commission (the " Staff ") raised in your letter to
the Company dated March 12, 2025. The responses below correspond to the captions and numbers of those comments (which are reproduced
below in bold). For your convenience, a copy of the Amendment is enclosed and has been marked to show changes from the Offering Statement
filed on February 24, 2025. References to page numbers in our responses are to page numbers in the amended Offering Statement or the
Offering Circular that forms a part thereof. Capitalized terms defined in the Offering Statement and used in this letter but not otherwise
defined herein have the meanings assigned to them in the Offering Statement.

 Offering
Statement on Form 1-A filed February 24, 2025

 Cover
Page

 1. Please
 revise your cover page to assign a value to the non-cash consideration for the bonus shares.
 Please also disclose the maximum offering amount for all of the shares you are seeking to
 qualify including the aggregate value of the bonus shares and the value of the shares purchased
 in the offering. Refer to Rule 251(a) of Regulation A, note to paragraph (a) of Rule 251,
 and General Instruction I to Form 1-A for guidance.

 RESPONSE:
 We have revised the cover page to assign a value to the non-cash consideration for the bonus shares and to disclose the maximum offering
amount for all of the shares the Company is seeking to qualify including the aggregate value of the bonus shares and the value of the
shares purchased in the offering in accordance with Rule 251(a) of Regulation A. The requested information can be found in Footnote 1
to the table.

 2. Please
 revise your table on the cover page to include all of the securities offered by the company,
 including the bonus shares and the shares of common stock issuable upon conversion of the
 Series D Preferred Stock and upon exercise of the warrants.

 RESPONSE:
 We have revised the cover page to include all of the securities offered by the Company in the offering, including the bonus shares
and the shares of common stock issuable upon conversion of the Series D Preferred Stock and upon exercise of the warrants. The requested
information can be found in Footnote 1 to the table.

 April 21, 2025

 Page 2

 3. Please
 revise your cover page to disclose that the Series D Preferred Stock generally will have
 no voting rights. In your revised disclosure, please also disclose the voting control of
 your officers and directors after the offering and the impact of this voting control on the
 ability of investors to influence matters subject to a stockholder vote.

 RESPONSE:
 We have revised the cover page to disclose that the Series D Preferred Stock generally will have no voting rights, the voting control
of the Company's officers and directors after the offering, and the impact of this voting control on the ability of investors to
influence matters subject to a stockholder vote. The requested information can be found in Footnote 6 to the table.

 Plan
of Distribution, page 32

 4. We
 note your disclosure on page 33 relating to the equity volume perks, equity loyalty perks,
 and non-equity perks for certain investors, which include the bonus shares and your Hypha
 Micropearl bioreactors for investors who invest $1,500 or more in this offering. Please expand
 your disclosure to provide more detail relating to each perk referenced in this section,
 including but not limited to (i) an estimate of the value of each non-monetary investor perk,
 (ii) how you determined such value, and (iii) whether each perk changes the value of the
 offered securities. Please also revise the Use of Proceeds and Management's Discussion
 and Analysis to address their possible effect, if material, on your use of proceeds and available
 liquidity.

 RESPONSE:
 We have expanded our disclosure on page 33 to provide more details relating to each perk referenced in the Plan of Distribution (except
for equity loyalty perks, which will no longer be offered in this offering). We have also revised the Use of Proceeds and Management's
Discussion and Analysis to address the possible effect of these perks on the Company's use of proceeds and available liquidity,
which the Company does not believe will be material if the offering is fully subscribed.

 Equity
Loyalty Perks, page 33

 5. We
 refer to your disclosure on page 33 that certain investors are eligible to receive additional
 bonus shares of Series D preferred stock equal to 10% of the shares they purchase if they
 are a customer of Magical Brands, Inc. Please revise to clarify the company's relationship
 with Magical Brands, Inc. and clearly explain how an investor is considered a "customer"
 of Magical Brands, Inc.

 RESPONSE:
 Equity loyalty perks will no longer be offered in this offering, and the Offering Statement no longer contains references to either
equity loyalty perks or Magical Brands, Inc.

 *
* *

 The
Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosure in its submissions
and later filings of the Offering Statement, notwithstanding any review, comments, action or absence of action by the Staff. The Company
also acknowledges that, following qualification of the Offering Statement, Rule 257 of Regulation A requires the Company to file periodic
and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.

 Sincerely,

 /s/
 A. Stone Douglass

 A.
 Stone Douglass

 Chief
 Executive Officer

 cc:
 Alison
 Newman, Esq.

 Sarah
 Hewitt, Esq.

CORRESP
 1
 filename1.htm

 April
17, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Nicholas
 O'Leary and Jane Park
 Division
 of Corporate Finance
 Office
 of Industrial Applications and Services

 Re:
 Hypha
 Labs, Inc.

 Offering
 Statement on Form 1-A

 Filed
 February 24, 2025

 File
 No. 024-12579

 Ladies
and Gentlemen:

 Hypha
Labs, Inc., a Nevada corporation (the " Company " or " we "), has today submitted to
the Securities and Exchange Commission (the " Commission "), pursuant to the requirements of the Securities Exchange
Act of 1933, as amended (the " Securities Act "), a public amendment (the " Amendment ")
to its offering statement on Form 1-A filed on February 24, 2025 (the " Offering Statement ").

 We
are writing to respond to the comments of the staff of the Commission (the " Staff ") raised in your letter to
the Company dated March 12, 2025. The responses below correspond to the captions and numbers of those comments (which are reproduced
below in bold). For your convenience, a copy of the Amendment is enclosed and has been marked to show changes from the Offering Statement
filed on February 24, 2025. References to page numbers in our responses are to page numbers in the amended Offering Statement or the
Offering Circular that forms a part thereof. Capitalized terms defined in the Offering Statement and used in this letter but not otherwise
defined herein have the meanings assigned to them in the Offering Statement.

 Offering
Statement on Form 1-A filed February 24, 2025

 Cover
Page

 1. Please
 revise your cover page to assign a value to the non-cash consideration for the bonus shares.
 Please also disclose the maximum offering amount for all of the shares you are seeking to
 qualify including the aggregate value of the bonus shares and the value of the shares purchased
 in the offering. Refer to Rule 251(a) of Regulation A, note to paragraph (a) of Rule 251,
 and General Instruction I to Form 1-A for guidance.

 RESPONSE:
 We have revised the cover page to assign a value to the non-cash consideration for the bonus shares and to disclose the maximum offering
amount for all of the shares the Company is seeking to qualify including the aggregate value of the bonus shares and the value of the
shares purchased in the offering in accordance with Rule 251(a) of Regulation A. The requested information can be found in Footnote 1
to the table.

 2. Please
 revise your table on the cover page to include all of the securities offered by the company,
 including the bonus shares and the shares of common stock issuable upon conversion of the
 Series D Preferred Stock and upon exercise of the warrants.

 RESPONSE:
 We have revised the cover page to include all of the securities offered by the Company in the offering, including the bonus shares
and the shares of common stock issuable upon conversion of the Series D Preferred Stock and upon exercise of the warrants. The requested
information can be found in Footnote 1 to the table.

 April
17, 2025

 Page
2

 3.
 Please revise your
 cover page to disclose that the Series D Preferred Stock generally will have no voting rights. In your revised disclosure, please
 also disclose the voting control of your officers and directors after the offering and the impact of this voting control on the
 ability of investors to influence matters subject to a stockholder vote.

 RESPONSE:
 We have revised the cover page to disclose that the Series D Preferred Stock generally will have no voting rights, the voting control
of the Company's officers and directors after the offering, and the impact of this voting control on the ability of investors to
influence matters subject to a stockholder vote. The requested information can be found in Footnote 6 to the table.

 Plan
of Distribution, page 32

 4. We
 note your disclosure on page 33 relating to the equity volume perks, equity loyalty perks,
 and non-equity perks for certain investors, which include the bonus shares and your Hypha
 Micropearl bioreactors for investors who invest $1,500 or more in this offering. Please expand
 your disclosure to provide more detail relating to each perk referenced in this section,
 including but not limited to (i) an estimate of the value of each non-monetary investor perk,
 (ii) how you determined such value, and (iii) whether each perk changes the value of the
 offered securities. Please also revise the Use of Proceeds and Management's Discussion
 and Analysis to address their possible effect, if material, on your use of proceeds and available
 liquidity.

 RESPONSE:
 We have expanded our disclosure on page 33 to provide more details relating to each perk referenced in the Plan of Distribution (except
for equity loyalty perks, which will no longer be offered in this offering). We have also revised the Use of Proceeds and Management's
Discussion and Analysis to address the possible effect of these perks on the Company's use of proceeds and available liquidity,
which the Company does not believe will be material if the offering is fully subscribed.

 Equity
Loyalty Perks, page 33

 5. We
 refer to your disclosure on page 33 that certain investors are eligible to receive additional
 bonus shares of Series D preferred stock equal to 10% of the shares they purchase if they
 are a customer of Magical Brands, Inc. Please revise to clarify the company's relationship
 with Magical Brands, Inc. and clearly explain how an investor is considered a "customer"
 of Magical Brands, Inc.

 RESPONSE:
 Equity loyalty perks will no longer be offered in this offering, and the Offering Statement no longer contains references to either
equity loyalty perks or Magical Brands, Inc.

 *
* *

 The
Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosure in its submissions
and later filings of the Offering Statement, notwithstanding any review, comments, action or absence of action by the Staff. The Company
also acknowledges that, following qualification of the Offering Statement, Rule 257 of Regulation A requires the Company to file periodic
and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.

 Sincerely,

 /s/
 A. Stone Douglass

 A.
 Stone Douglass

 Chief
 Executive Officer

 cc:
 Alison
 Newman, Esq.

 Sarah
 Hewitt, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

A. Stone Douglass
Chief Executive Officer
Hypha Labs, Inc.
5940 S. Rainbow Boulevard
Las Vegas, Nevada 89118

 Re: Hypha Labs, Inc.
 Offering Statement on Form 1-A
 Filed February 24, 2025
 File No. 024-12579
Dear A. Stone Douglass:

 We have reviewed your offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments.

Offering Statement on Form 1-A filed February 24, 2025
Cover Page

1. Please revise your cover page to assign a value to the non-cash
consideration for the
 bonus shares. Please also disclose the maximum offering amount for all
of the shares
 you are seeking to qualify including the aggregate value of the bonus
shares and the
 value of the shares purchased in the offering. Refer to Rule 251(a) of
Regulation A,
 note to paragraph (a) of Rule 251, and General Instruction I to Form 1-A
for guidance.
2. Please revise your table on the cover page to include all of the
securities offered by
 the company, including the bonus shares and the shares of common stock
issuable
 upon conversion of the Series D Preferred Stock and upon exercise of the
warrants.
3. Please revise your cover page to disclose that the Series D Preferred
Stock generally
 will have no voting rights. In your revised disclosure, please also
disclose the voting
 control of your officers and directors after the offering and the impact
of this voting
 control on the ability of investors to influence matters subject to a
stockholder vote.
 March 12, 2025
Page 2

Plan of Distribution, page 32

4. We note your disclosure on page 33 relating to the equity volume perks,
equity loyalty
 perks, and non-equity perks for certain investors, which include the
bonus shares and
 your Hypha Micropearl bioreactors for investors who invest $1,500 or
more in this
 offering. Please expand your disclosure to provide more detail relating
to each perk
 referenced in this section, including but not limited to (i) an estimate
of the value of
 each non-monetary investor perk, (ii) how you determined such value, and
(iii)
 whether each perk changes the value of the offered securities. Please
also revise the
 Use of Proceeds and Management s Discussion and Analysis to address
their possible
 effect, if material, on your use of proceeds and available liquidity.
Equity Loyalty Perks, page 33

5. We refer to your disclosure on page 33 that certain investors are
eligible to receive
 additional bonus shares of Series D preferred stock equal to 10% of the
shares they
 purchase if they are a customer of Magical Brands, Inc. Please revise to
clarify the
 company's relationship with Magical Brands, Inc. and clearly explain how
an investor
 is considered a customer of Magical Brands, Inc.
 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at
202-551-7439 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Sarah Hewitt, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 8, 2022
Todd Denkin
President
Digipath, Inc.
6450 Cameron St
Las Vegas, Nevada 89118
Re:Digipath, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed December 29, 2021
File No. 000-54239
Dear Mr. Denkin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

6450 Cameron Street

Suite
113

Las
Vegas, Nevada 89118

February
22, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

  Attention:
  Robyn
  Manuel

  Adam
  Phippen

    Re:

    Digipath,
    Inc.

    Form
    10-K for the Fiscal Year Ended September 30, 2021

    Filed
    December 29, 2021

    File
    No. 000-54239

Ladies
and Gentlemen:

This
letter is being submitted to the Securities and Exchange Commission (the “SEC”) by Digipath, Inc. (the “Company”),
in response to the comments of the staff (the “Staff”) of the Securities SEC contained in its letter dated February
8, 2022 (the “Comment Letter”), relating to the above referenced Annual Report on Form 10-K (the “10-K”).
In this letter, we have recited the Staff’s comments in italicized, bold type, followed by our response.

Item
9A. Controls and Procedures

Evaluation
of Disclosure Controls and Procedures, page 19

1.
Please confirm your disclosure of an Evaluation Date of September 30, 2020 is a typographical error and the evaluation date was actually
September 30, 2021. In future filings, please ensure you use the correct Evaluation Date in your disclosures.

The
Company hereby confirms that the September 30, 2020 Evaluation Date in the 10-K was a typographical error, and that the actual Evaluation
Date was September 30, 2021. The Company undertakes to use the correct Evaluation Date in future filings.

U.S.
Securities and Exchange Commission

February 22, 2022

Page 2

2.
We note your disclosure of material weaknesses in internal control over financial reporting and we also note that the material weaknesses
pertain to the recognition and measurement of the financial statements. As such, please tell us the basis for management’s conclusion
that disclosure controls and procedures were effective. If this is a typographical or other error and management concluded disclosure
controls and procedures were not effective as of the Evaluation Date, please advise us of this fact and ensure you accurately disclose
management’s conclusions in future filings.

Management
has concluded that that the Company’s disclosure controls and procedures were not effective as of September 30, 2021, and the statement
to the contrary in the 10-K was in error. We note that the 10-Q filed by the Company on February 14, 2022 discloses that the Company’s
disclosure controls and procedures were not effective at the reasonable assurance level at December 31, 2021, and undertake to properly
reflect management’s conclusions in this regard in future SEC filings.

Management’s
Annual Report on Internal Control Over Financial Reporting, page 19

3.
Given your identification and disclosure of material weaknesses in internal control over financial reporting (ICFR), management is required
to conclude and state in its report that internal control over financial reporting is ineffective. Refer to Item 308(a)(3) of Regulation
S-K. Thus, please explain your disclosure that ICFR is effective as of the Evaluation Date. If your disclosure that ICRF was effective
is a typographical or other error and should have indicated that ICFR was ineffective, please advise us of this fact and in future filings
please ensure your conclusion regarding the effectiveness of ICFR is consistent with whether you have identified material weaknesses
in ICFR.

Management
has concluded that that the Company’s internal control over financial reporting was not effective as of September 30, 2021 due
to the material weaknesses disclosed in the 10-K, and the statement to the contrary in the 10-K was in error. The Company undertakes
to properly disclose its conclusions regarding internal controls in future SEC filings.

    Very truly yours,

    DIGIPATH, INC.

    By:
    /s/ A.
    Stone Douglass

    A.
    Stone Douglass

    Chief
    Financial Officer

United States securities and exchange commission logo
February 8, 2022
Todd Denkin
President
Digipath, Inc.
6450 Cameron St
Las Vegas, Nevada 89118
Re:Digipath, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed December 29, 2021
File No. 000-54239
Dear Mr. Denkin:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 19
1.Please confirm your disclosure of an Evaluation Date of September 30, 2020 is a
typographical error and the evaluation date was actually September 30, 2021.  In future
filings, please ensure you use the correct Evaluation Date in your disclosures.
2.We note your disclosure of material weaknesses in internal control over financial
reporting and we also note that the material weaknesses pertain to the recognition and
measurement of the financial statements.  As such, please tell us the basis for
management's conclusion that disclosure controls and procedures were effective.  If this is
a typographical or other error and management concluded disclosure controls and
procedures were not effective as of the Evaluation Date, please advise us of this fact and
ensure you accurately disclose management’s conclusions in future filings.

 FirstName LastNameTodd Denkin
 Comapany NameDigipath, Inc.
 February 8, 2022 Page 2
 FirstName LastName
Todd Denkin
Digipath, Inc.
February 8, 2022
Page 2
Management's Annual Report on Internal Control Over Financial Reporting, page 19
3.Given your identification and disclosure of material weaknesses in internal control over
financial reporting (ICFR), management is required to conclude and state in its report that
internal control over financial reporting is ineffective.  Refer to Item 308(a)(3) of
Regulation S-K.  Thus, please explain your disclosure that ICFR is effective as of the
Evaluation Date.  If your disclosure that ICRF was effective is a typographical or other
error and should have indicated that ICFR was ineffective, please advise us of this fact and
in future filings please ensure your conclusion regarding the effectiveness of ICFR is
consistent with whether you have identified material weaknesses in ICFR.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robyn Manuel at 202-551-3823 or Adam Phippen at 202-551-
3336 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3233

February 13, 2017

Via E -mail
Mr. Todd A. Peterson
Chief Financial Officer
Digipath, Inc.
6450 Cameron Street, Suite 113
Las Vegas, NV 89118

Re: Digipath, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2016
Filed January 9, 2017
File No. 000-54239

Dear Mr. Peterson :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
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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.

Mail Stop 3233

February 1, 2017

Via E -mail
Mr. Todd A. Peterson
Chief Financial Officer
Digipath, Inc.
6450 Cameron Street, Suite 113
Las Vegas, NV 89118

Re: Digipath, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2016
Filed January 9, 2017
File No. 000 -54239

Dear Mr. Peterson :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment  we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Item 9A. Controls and Procedures

Management’s Report on I nternal 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 Contr ol 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.

We remind you that the company and its management  are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Mr. Todd A. Peterson
Digipath, Inc.
February 1, 2017
Page 2

 You may contact Isaac Esquivel, Staff Accountant , at (202) 551 -3395  or Shannon
Sobotka, Staff Accountant  at (202) 551 -3856  with any questions.

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
Office of Real Estate and
Commodities

March 14, 2014

Via E -mail
Eric Stoppenhagen
President and Chief Financial Officer
DigiPath, Inc.
1328 W. Balboa Blvd., Suite C
Newport Beach, CA 92661

Re: DigiPath, Inc.
 Preliminary Information Statement on Schedule 14C
Filed March 3, 2014
File No. 000-54239

Dear Mr. Stoppenhagen :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Br anch Chief

March 13, 2014

Via E -mail
Eric Stoppenhagen
President and Chief Financial Officer
DigiP ath, Inc.
1328 W. Balboa Blvd., Suite C
Newport Beach, CA 92661

Re: DigiPath, Inc.
 Preliminary Information  Statement on Schedule 14 C
Filed March 3, 2014
File No. 000-54239

Dear Mr. Stoppenhagen :

We have limited our review of your filing to the issues we have addressed in our
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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts 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 may have  additional comments.

General

1. Please explain your basis for incorporating certain information by reference into your
information statement.   Please refer to Note D to Schedule 14A.

2. Please revise your discussion of the proposal to in crease the number of authorized shares
of preferred stock to indicate the purpose of the authorization of these securities or
advise.  Please refer to Item 11(c) of Schedule 14A.

We urge all persons who are responsible for the accuracy and adequacy of th e disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Eric Stoppenhagen
DigiPath, Inc.
March 13, 2014
Page 2

 In responding to our comments, please provide  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.

Please contact Beth Frohlichstein  at (202) 551-3789  or me at  (202) 551-3233 with any
questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief

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DigiPath, Inc.

March 13, 2014

VIA EDGAR

Mr. Tom Kluck

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3233

Re: DigiPath, Inc.

Preliminary Information Statement on Schedule 14C

Filed March 3, 2014

File No. 000-54239

Dear Mr. Kluck:

This letter is in response to the Securities
and Exchange Commission’s comment letter dated March 13, 2014, and addresses the Staff’s comments and concerns relating
to the Commission’s examination of the Company’s Preliminary Information Statement on Schedule 14C.

General

1. Please explain your basis for incorporating certain information
by reference into your information statement. Please refer to Note D to Schedule 14A.

We have deleted the incorporation of reference from the information
statement.

2. Please revise your discussion of the proposal to increase the
number of authorized shares of preferred stock to indicate the purpose of the authorization of these securities or advise. Please
refer to Item 11(c) of Schedule 14A.

We agree with your comment in part. There is
no proposal to increase the authorized shares of the preferred stock. We are proposing to change the designations, rights and preferences
of the currently authorized 10,000,000 preferred stock.

We have included the following to specify
the purpose of the change in the designation, rights and preference of the preferred stock.

“The purpose of changing the designations,
rights, and preferences required, in connection with the ongoing operation of our business, to
issue shares of Preferred Stock in connection with the financings of our future operations, for acquiring other businesses, and
for forming strategic partnerships and alliances. No such specific issuances are currently anticipated.

Accordingly, our board of directors
changing the designations, rights, and preferences of Preferred Stock to provide greater flexibility in structuring terms in connection
with financing of our operations, the acquisition of other businesses, the establishment of joint ventures, and such other purposes
as our board of directors determines.”

The Company hopes that the foregoing addresses
all of the Staff's comments contained in its letter of March 13, 2014.

Should you have any questions or further comments
please contact the undersigned at 949-903-0468.

Sincerely,

DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

ACKNOWLEDGEMENT

DigiPath, Inc., (the “Company”),
hereby acknowledges the following:

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.

Dated:  March 13, 2014
DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen, President

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

July 25, 2011
 Via E-mail

Eric Stoppenhagen President Digipath, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: Digipath, Inc.
 Amendment No. 6 to Registration Statement on Form 10-12G  Filed July 15, 2011   File No. 000-54239

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
   /s/ Tom Kluck
Tom Kluck
Legal Branch Chief

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June 27, 2011

VIA EDGAR

Duc Dang

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3386

Re:         DigiPath, Inc. (the “Company”)

Amendment No. 4 to Registration Statement on Form 10-12G

Filed on June 3, 2011

File No. 000-54239

Dear Mr. Dang:

This letter is in response to the Securities and Exchange Commission’s comment letter dated June 24, 2011, and addresses the Staff’s comments and concerns relating to the Commission’s examination of the Company’s Form 10-12G.   Each of our responses in this letter will be provided in the order of the comments raised by the Staff's June 24, 2011 letter. Courtesy copies of the marked document are also transmitted with this letter for the Staff’s convenience.

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 steps of the platform methodology will be available to your competitors but not the detailed steps of your process. Also, please explain how the steps and processes are proprietary.

We noted your comment, agreed with the comment, and deleted references to the word proprietary in the registration statement and revised our disclosure to indicate that the general steps of the platform methodology will be available to our competitors but not the detailed steps of our process.

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 services were provided and from whom as you currently only have one employee. Also, please revise to provide more disclosure about the types of contracts entered into with these three customers. For example, are these long term contracts or have you provided the service and the contracts are completed.

We noted your comment, agreed with the comment, and revised the registration statement to include that the types of services performed were consulting services in assisting our clients with market awareness, marketing, product development, and sales outreach for rolling out affordable, innovative and reliable digital pathology solutions.    These revenues consisted of advisory service fees from clients which were paid on an hourly basis.  Our CEO provides these services currently; however, we plan to expand our employees in the next three months. The contracts with our clients are short term contracts and maybe terminated at any time.  As such, our current revenues may not be indicative of future revenues. We have not noted any significant trends that would have a material impact on revenues.

3.

Please revise your results of operations to discuss expectations for the future as it relates to the three customers you obtained during the first quarter of 2011 and discuss any new customers that you have obtained that may generate revenue in the future.

We noted your comment, agreed with the comment, and revised the registration statement to include that currently we have three customers which we obtained in the first quarter of 2011.  We currently six additional proposals for sales outreach services.  We cannot be assured of success.  If we are successful we expect our revenues would increase.  If we are unsuccessful and lose our current clients we expect our revenues to decrease.

Additionally, our consultants are currently not being compensated until such time as we can sustain our business model.  Within three months, we plan to start compensating our consultants.  At such time, our cost of sales will increase and our gross margin percentage will decrease.  We expect our gross margin percentage will be higher than 50%.

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.

We noted your comment, agreed with the comment, and deleted reference to being a development stage company in the registration statement.

5.

. In addition, please tell us the nature of these revenues and the services provided to the various customers. We note that you recorded no costs of sales during the first quarter of 2011. Please tell us how you were able to provide services with no costs incurred.

We noted your comment, agreed with the comment, and have further addressed this in Management’s Discussion and Analysis or Plan of Operation and revised the registration statement to include that the nature of services provided consulting services in assisting our clients with marketing, product development, and sales outreach as relates to rolling out affordable, innovative and reliable digital pathology solutions.    These revenues consisted of advisory service fees from clients which were paid on an hourly basis.  They are short term contracts and maybe terminated at any time.  As such, our current revenues may not be indicative of revenues. Additionally, our consultants are currently not being compensated until such time as we can sustain our business model.  Within three months, we plan to start compensating our consultants.  At such time, our cost of sales will increase and our gross margin percentage will decrease.  We expect our gross margin will be higher than 50%.

Closing

We hope that the foregoing addresses all of the Staff's comments contained in its letter of June 3, 2011.  Once the Staff has no further comments, the Company would like to be in the position to seek effectiveness on its Amended Form 10.

Should you have any questions or further comments please contact us at 949-903-0468.

Sincerely,

DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

ACKNOWLEDGEMENT

DigiPath, Inc., (the “Company”), hereby acknowledges the following:

1.        Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with respect to the filing;

2.        The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.        The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

Dated:  June 27, 2011

DigiPath, Inc.

By: /s/ Eric Stoppenhagen

Eric Stoppenhagen, President

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

CORRESP
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June 3, 2011

VIA EDGAR

Duc Dang

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3386

Re:         DigiPath, Inc. (the “Company”)

Amendment N0. 3 to Registration Statement on Form 10-12G

Filed on April 29, 2011

File No. 000-54239

Form 10-Q for the period ended March 31, 2011 Filed on May, 2011

File No.-54239

Dear Mr. Dang:

This letter is in response to the Securities and Exchange Commission’s comment letter dated May 23, 2011, and addresses the Staff’s comments and concerns relating to the Commission’s examination of the Company’s Form 10-12G.   Each of our responses in this letter will be provided in the order of the comments raised by the Staff's May 11, 2011 letter. Courtesy copies of the marked document are also transmitted with this letter for the Staff’s convenience.

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 despite the prior experience of Mr. Stoppenhagen effecting reverse mergers with private companies, you do not have the same business purpose, if true.

Despite the prior experience of Mr. Stoppenhagen effecting reverse mergers with private companies, Mr. Stoppenhagen and the Company does not have the same business purpose of effecting a reverse merger with this entity. There is no intention to effect a reverse merger.

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.

We noted your comment, agreed with the comment, and revised the registration statement.  Currently, we are dependent on a few existing customer for all our revenues, the loss of any one of which would have a material adverse effect on our revenues.  However, as we are in the beginning stages of marketing and we do not know if these customers will be significant going forward.  Currently, we deem i-Path Diagnostics as our only significant customer which accounts for 66% of our revenue.

Business of Issuer, page 3

3.

We note your response to comment 6 and re-issue the comment in part. Please revise your disclosure here and your MD&A section to clearly distinguish between services you currently provide and potential services you plan to provide.

We noted your comment, agreed with the comment, and revised the registration statement to state that we currently provide the following services.

We currently provide advisory services for clients involved in the digital pathology.  Specifically we currently provide marketing, product development, sales outreach, operations, and customer support services. Our current clients seek our assistance in rolling out affordable, innovative, and reliable digital pathology solutions.

We plan to provide the following regulatory and financial services to the extent our customers need assistance in these areas.

Plan of Operations, page 4

4.

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

a.

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

The general steps will be available to our competitors but not the detailed steps of our process and how we perform it is not available to our competitors.  These steps and processes we deem proprietary.

b.

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 steps.

 It is dependent on the size, complexity and internal resources of the company. The cost can range from ten thousand dollars to several hundred thousand dollars.

Risk Factors, page 7

5.

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

Please reconcile this risk factor with your disclosure on page 11 where you state that you “commenced earning revenue in January 2011.

We noted your comment, agreed with the comment, and deleted this risk factor in the registration statement.

Directors Executive Officers, Promoters and Control Persons, page 14

6.

We note your response to comment 8.

a.

Please revise to specifically clarify that the “no or nominal” operational status of the identified companies applied during the duration of Mr. Stoppenhagen’s associations.

We noted your comment, agreed with the comment, and revised the registration statement to included the below detail of Mr. Stoppenhagen’s experience.

·

June 2003 to May 2009 - Moqizone f/k/a Trestle Holdings, Inc. f/k/a Sunland Entertainment f/k/a Harvey Entertainment.

o

Trestle Holdings – Mr. Stoppenhagen was hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations.  Mr. Stoppenhagen’s responsibilities included but were not limited to business development, operations, legal, and accounting.   In 2006, the assets and liabilities of Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes.  At such time the Board of Directors of Trestle Holdings asked Mr. Stoppenhagen to remain as an officer to assist with corporate compliance until such time as a merger candidate was found.  His sole compensation was consulting fees. He maintained no equity interest. Upon the reverse merger with Moqizone, Mr. Stoppenhagen resigned.  He received no bonus or equity interest as the result of such transaction. From 2006 to 2009, the company was a blank check company.

·

Sept 2007 to March 2010 - Atheronova, Inc. f/k/a Trist Holdings, Inc. f/k/a Landbank Group, Inc.

o

Trist Holdings – In 2007, due to the downturn in the real estate market it was no longer economical to pursue the current business.  In September 2007, the Board of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities.  Mr. Stoppenhagen received only consulting fees.  He had no equity interest in the entity. Upon the reverse merger, Mr. Stoppenhagen resigned.  He received no bonus or equity interest as the result of such transaction.  From 2007 to 2010, the company was a blank check company.

·

Dec 2007 to Present – Myskin, Inc. –Advanced Skin Care business owned by Mr. Stoppenhagen’s former spouse. Consultant to the company providing accounting and finance services. No ownership. The company is not a blank check company

·

Dec 2008 to Present - Smartag International, Inc. f/k/a Art4Love, Inc. Consultant to the company providing accounting and finance services. No ownership. The company was a blank check company from 2008 to present

·

Jan 2009 to Feb 2010 – STW Resources f/k/a Woozyfly, Inc. Blank check from Jan 2009 to Feb 2010 - Consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned.  He received no bonus or equity interest as the result of such transaction.  From 2009 to 2010, the company was a blank check company.

·

2009 to Present Amasys Corporation Consultant to the company providing accounting and finance services. No ownership.  The company is a blank check company.

·

April 2009 Getfugu, Inc. f/k/a Madero, Inc. CFO for approximately 3 weeks. Resigned. No ownership. The company was not a blank check company during Mr. Stoppenhagen’s involvement

·

June 2008 to Present - AuraSource, Inc. f/k/a Mobile Nation Current CFO Approximately 1% owner. The company was a blank check company prior to Mr. Stoppenhagen’s involvement.

·

February 2010 to March 2011 Phototron Holdings f/k/a Catalyst Lighting Group, Inc. Consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned.  He received no bonus or equity interest as the result of such transaction.  The company was a blank check company until 2011.

·

April 2010 to March 2011 – Mimvi, Inc. f/k/a Fashion Net, Inc. CFO Resigned March 15, 2011.  Ownership 700,000 shares and 1,750,000 options with strike price at $.40.  The company was a blank check company prior to Mr. Stoppenhagen’s involvement.

·

July 2010 to March 2011 Mammatech Corp. Purchased controlling share interest in July 2010 sold interest in March 2011.  The company was not a blank check company.

·

October 2010 to Present DigiPath, Inc. – Started the company as a digital pathology consulting company. Not blank check. Mr. Stoppenhagen owns approximately 94% of the company

·

Green Star Alternative Energy Inc. – purchased controlling interest in January 2011.  Purpose to clean it up and search for reverse merger. Company is a blank check company.

b.

Also, it remains unclear how you are able to attribute Mr. Stoppenhagen’s digital pathology experience to his association with Trestle and Bioimagene since both had no or nominal operation during his association.  Please revise to clarify.

Regarding Trestle, Trestle had full operations during Mr. Stoppenhagen’s association until the assets were sold to Clarient.  These assets were subsequently sold to Zeiss Miscroscopes.  Clarient was subsequently sold to GE for $500 million. Regarding BioImagene, Bioimagene was a private company and had full operations during Mr. Stoppenhagen’s association.  Mr. Stoppenhagen’s services were for sales advisory services. Bioimagene was a private company and was purchased by Ventana/Roche for approximately $100 million in September of 2010.

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 rendered to an unrelated party.

We noted your comment, agreed with the comment, and revised the registration statement with the information required by Item 701 of Regulation S-K.

Form 10-Q for the Period Ended March 31, 2011

Results of Operations, page 12

8.

Please revise to elaborate on the specifics services 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.

We noted your comment, agreed with the comment, and will revise future filings to elaborate on the specifics services 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. revenues from advisory services to three clients. Specifically, these services were in assisting our clients with marketing product development, sales, outreach, operations, and customer support services as relates to rolling out affordable, innovative and reliable digital pathology solutions, These revenues consisted of advisory service fees from clients which were paid on a consulting basis.  The We have not noted any significant trends that would have a material impact on revenues.

Exhibits

9.

Please tell us why you have not listed any governing documents or material contracts in your exhibit index.

We noted your comment, agreed with the comment, and will revise future filings to list governing documents or material contracts

Exhibit 31

10.

We note that you omitted the phrase “over financial reporting” in paragraph 4(b) of your certification.  We also note that you refer to the ‘quarterly report” instead of “report” in paragraphs 2 and 3 of your certification.  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.

I hereby confirm that all future certifications will conform to the exact language required by Item 601(b)(31) of Regulation S-K.

QUESTION.  The governing documents or material contracts were listed with the Form 10.  Do I need to put them here as well. We do not deem these contracts material as there is no on going obligations on our customers part.

Closing

We hope that the foregoing addresses all of the Staff's comments contained in its letter of May 23, 2011.  Once the Staff has no further comments, the Company would like to be in the position to seek effectiveness on its Amended Form 10.

Should you have any questions or further comments please contact us at 949-903-0468.

Sincerely,

DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

ACKNOWLEDGEMENT

DigiPath, Inc., (the “Company”), hereby acknowledges the following:

1.        Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with respect to the filing;

2.        The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.        The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

Dated:  June 3, 2011

DigiPath, Inc.

By: /s/ Eric Stoppenhagen

Eric Stoppenhagen, President

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

CORRESP
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April 28, 2011

VIA EDGAR AND FACSIMILE

Duc Dang

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3386

Re:         DigiPath, Inc. (the “Company”)

Amendment N0. 2 to Registration Statement on Form 10-12G

Filed on March 29, 2011

File No. 000-54239

Dear Mr. Dang:

This letter is in response to the Securities and Exchange Commission’s comment letter dated April 27, 2011, and addresses the Staff’s comments and concerns relating to the Commission’s examination of the Company’s Form 10-12G.   Each of our responses in this letter will be provided in the order of the comments raised by the Staff's April 27, 2011 letter. Courtesy copies of the marked document are also transmitted with this letter for the Staff’s convenience.

General Comments

1.

Please revise your disclosure where appropriate to clarify that Mr. Stoppenhagen was involved with all three companies when they had no or nominal operations and that all three companies have since engaged in reverse mergers and whether he received any benefits from the mergers.  Please clarify that despite the prior experience effecting reverse mergers with private companies, you do not have the same business purpose if true.

We noted your comment, agreed with the comment, and revised the registration statement accordingly.

To specifically address your comments.

Trestle Holdings – Mr. Stoppenhagen was hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations.  Mr. Stoppenhagen’s responsibilities included but were not limited to business development, operations, legal, and accounting.   In 2006, the assets and liabilities of Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes.  At such time the Board of Directors of Trestle Holdings asked Mr. Stoppenhagen whether he would remain as an officer to assist with corporate compliance until such time as a merger candidate was found.  His sole compensation was consulting fees. He maintained no equity interest. Open the reverse merger with Moqizone, Mr. Stoppenhagen resigned.  He received no bonus or equity interest as the result of such transaction.

Trist Holdings f/k/a Landbank Group, Inc.  – In 2007, due to the downturn in the real estate market it was no longer economical to pursue the current business.  In September 2007, the Board of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities.  Mr. Stoppenhagen received only consulting fees.  He had no equity interest in the entity. Upon the eventual merger, Mr. Stoppenhagen received no equity or bonus.

Catalyst Lighting Group.  In February 2010, WNet Funds purchased the controlling interest in Catalyst Lighting Group.  At such time WNet requested Mr. Stoppenhagen to maintain the public filings. Mr. Stoppenhagen does not nor did have any ownership interest in WNet Funds or Catalyst Lighting Group.  His sole economic interest was monthly consulting fees.

Despite his prior experience, in effecting reverse mergers with private companies, there is no intention to effect a reverse merger.

2.

Please revise your disclosure in the business section to discuss your dependence 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) and its relationship, if any, with you if transaction with such customer(s) are made in an aggregate amount equal to 10% or more of your revenue.

We noted your comment, agreed with the comment, and revised the registration statement accordingly.

Item 1. Business, page 3

Business of Issuer, page 3

3.

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.

We noted your comment, agreed with the comment, and revised the registration statement accordingly by removing references removing promotional statements or provide reasonable bases for such disclosure.

Plan of Operations, page 4

4.

Please revise your disclosure to discuss the estimated time frame and costs for the “proprietary methodology services platform” and the “6D Focus Methodology,” including the basis of such estimates for each step.  Additionally, please clarify the platform and methodology will be available to your competitors.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 4.  Regarding the time frame and costs, this varies significantly depending the customers size, requirements and internal capabilities.

Intellectual Property Trade Names, Trademarks 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.

Per the United States Patent and Trademark Office

“DigiPath has been published in the Trademark Official Gazette (OG) on Mar 29, 2011. Any party who believes it will be damaged by the registration of the mark may file a notice of opposition (or extension of time therefor) with the Trademark Trial and Appeal Board.  If no party files an opposition or extension request within thirty (30) days after the publication date, then within twelve (12) weeks of the publication date a certificate of registration should issue."

We have received no notice of opposition or extension requested by any third party.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 11

6.

You currently disclose on page 4 that your 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 distinguish between services 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 those you will offer in the immediate future. .

We noted your comment, agreed with the comment, and revised the registration statement accordingly to distinguish between services currently providing, what we currently offer and what we will offer.

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 reasonably expect will have a material impact on revenues.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to expand to discuss the extent and type of such revenues and to further discuss any significant trends that have had or that we reasonably expect will have a material impact on revenues.

Item 5. Directors and Officers, page 14

8.

Please revise your CEO’s involvement with Venor, Inc. or advise.  Also your disclose that he has been involved with “Digital Pathology”  since 2003 providing services to Trestle Holdings and BioImagene. Please use lower case to avoid confusion.  Considering Trestle Holdings has already engaged in a reverse merger, it is not clear how the noted disclosure is accurate. Please clarify.

We noted your comment, agreed with the comment, and revised the registration statement accordingly.  Mr. Stoppenhagen is sole owner of Venor, Inc. We have used lower case for digital pathology to avoid confusion.  Mr. Stoppenhagen worked for Trestle Holdings as relates to their activities in digital pathology from 2003 to 2006 after such time Mr. Stoppenhagen worked with BioImagene until their sale to Ventana Roche in September 2010.

Item 5. b. Significant Employees.

9.

Considering Mr. Stoppenhagen is your only employee, please revise to clarify how his experience substantiates your disclosure throughout regarding your expertise and ability to provide advisory services specific to digital pathology.

We noted your comment and revised the registration statement accordingly to clarify how his experience substantiates our 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 owned by NYX. Please discuss his relationship that provides him with such control.

Our CEO is sole owner of NYX. We have revised such language as set forth below.

On February 14, 2011, we entered into a Revolving Note with NYX. Eric Stoppenhagen, our CEO, has voting and investment control over the securities owned by NYX as he is the sole owner.   Under the terms of the Revolving Note, NYX agreed to advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $500,000 until September 30, 2012.  All advances shall be paid on or before September 30, 2012 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of eight percent (8%) per annum, compounded annually.  The Company’s obligations under the Revolving Note will accelerate upon a bankruptcy event of the Company, any default by the Company of its payment obligations under the Revolving Note or the breach by the Company of any provision of any material agreement between the Company and the noteholder.  As of the date of the Revolving Note, $200,000 was deemed outstanding under the Revolving Note.

Item 13. Financial Statements and Supplementary Date, page 22

11.

We noted your response to our prior comment 29 and reissue the comment in part. Please revise to comply with the requires of development stage entities in ASC 915. Specifically, we note that you have not reported 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)

We noted your comment, agreed with the comment, and revised the registration statement accordingly to include requirements for development stage entities in ASC 915.

12.

.  Please revise to provide disclosure regarding the promissory note entered into on February 14, 2011 and the private placement offering on March 23, 2011.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to include the promissory note entered into on February 14, 2011 and the private placement offering on March 23, 2011.

Closing

We hope that the foregoing addresses all of the Staff's comments contained in its letter of April 27, 2011.  Once the Staff has no further comments, the Company would like to be in the position to seek effectiveness on its Amended Form 10.

Should you have any questions or further comments please contact us at 949-903-0468.

Sincerely,

DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

ACKNOWLEDGEMENT

DigiPath, Inc., (the “Company”), hereby acknowledges the following:

1.        Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with respect to the filing;

2.        The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.        The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

Dated:  April 29, 2011

DigiPath, Inc.

By: /s/ Eric Stoppenhagen

Eric Stoppenhagen, President

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

CORRESP
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March 28, 2011

VIA EDGAR AND FACSIMILE

Duc Dang

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3386

Re:         DigiPath, Inc. (the “Company”)

Amendment N. 1 to Registration Statement on Form 10-12G

Filed on January 26, 2011

File No. 000-54239

Dear Mr. Dang:

This letter is in response to the Securities and Exchange Commission’s comment letter dated February 24, 2011, and addresses the Staff’s comments and concerns relating to the Commission’s examination of the Company’s Form 10-12G.   Each of our responses in this letter will be provided in the order of the comments raised by the Staff's February 24, 2011 letter. Courtesy copies of the marked document are also transmitted with this letter for the Staff’s convenience.

General Comments

1.

Please provide us with support for all quantitative and qualitative business and industry data used in the registration statement.

We noted your comment, agreed with the comment, and revised the registration statement accordingly by removing references from the registration statement.

2.

In the appropriate section please revise to discuss the business purpose of registering your securities pursuant to Section 12(g) of the Exchange Act considering your current operations.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 3.  On March 23, 2011, the Company completed a private placement offering to certain investors (“Investors”) pursuant to which the Company sold an aggregate of 286,750 shares of the Company’s common stock resulting in gross proceeds of $28,675 to the Company. The Company intends to use proceeds of the offering for working capital. The Company has no material relationship with any of the investors participating in the private placement offering other than in respect of the investment. The Company paid no commissions in connection with the closing of the private placement offering.  Additionally, the Company has a long term desire to become a publically reporting company in order to have greater access to capital, increase the Company’s valuation, and to provide future liquidity to its current and future shareholders.

Item 1. Business, page 3

Business of Issuer, page 3

3.

Please review this section to ensure your disclose throughout is written in plain English and the concepts that you describe are fully explained. Please review and revise your disclosure to include complete sentences to explain concepts, limit the use of bullet lists , and limet the use of industry jargon, using instead terms that an ordinary investor could understand.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 3.

4.

Please revise this and the MD&A section to focus on your current operations.  Please revise to clarify if you are currently offering and 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 prodecuts to those that you will offer in the immediate future.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 3.  We currently offer all the services as listed and started earning revenue on all such services staring in January 2011.

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 statements or provide reasonable bases for such disclosure.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to remove promotional statements throughout the registration statement.

6.

On page 3, you disclose that for “over cumulative 60 years, the DigiPath’s team has focused” on your target 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.

We noted your comment, agreed with the comment, and removed reference to the above in order to avoid confusion in the registration statement.  We had determined this cumulative of 60 years experience by combining the experience of our consultants which we deem as part of our team.

7.

Please identify the countries within the Middle East that you expect to seek clients.

Our main focus in the Middle East is Saudi Arabia, United Arab Emirates and Egypt as they have showed the most interest in the past and our team has made numerous sales in the region at prior companies.  DigiPath, Inc. was an exhibitor at the 22nd congress of International Academy of Pathology-Arab Division in Cairo on December 16, 2011 through December 18, 2011.  We do not believe sales or lack of sales in this region will have an impact on our success.

Plan of Operations, page 4

8.

Please explain the terms proprietary methodology 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 material to your business plan and operations in the next 12 months.  Please revise your MD&A section accordingly.

We noted your comment, agreed in part with the comment, and revised the registration statement accordingly on page 4.  Regarding the time frame and costs, this varies significantly depending the customers size, requirements and internal capabilities.

Target Clients, page 5

9.

Please indicate the basis for the intended clients you have listed. For example, please indicate whether you have initiated talks with any.  If not, please state and revise your disclosure accordingly.

We noted your comment.  The intended clients that we have listed we believe are all potential users of our services. We have initiated talks with all listed entities.

Competitive Conditions, page 5

10.

Please clarify what you mean by “traditional manner.”

We noted your comment and revised the registration statement accordingly on page 5 by removing references to such term as it may create confusion.  We believe traditionally competition is a contest between individuals, groups, animals, etc. for territory, a niche, or a location of resources. It arises whenever two or more parties strive for a goal which cannot be shared. Business is often associated with competition as most companies are in competition with at least one other firm over the same group of customers. We do not believe this necessarily exists currently as relates to our advisory services.  This is due to the fact, that currently there are few providers of these services in this industry and there is such a substantial need for the services.  Currently, we work with those that would be deemed as traditional competitors as there is an abundance of need in this industry.

Industry, page 5

11.

Please clarify the term digitized glass slide

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 5 to provide more clarity on the definition of digitized glass slide.

12.

We note your statement, “[T]he Company’s principal 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 disclosure to substantiate how you intend to grow revenues in the next 12 months.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 5 to expand our plan of operations disclosure to substantiate how we intend to grow revenues in the next 12 months. We started generating revenues in January 2011.  We are growing this revenue by obtaining new customers and providing more services to our existing customers.

Trade Names, Trademarks and Service Marks, page 6

13.

Throughout your disclosure you refer to your “proprietary” 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 intellectual property.

We noted your comment, agreed with the comment, and revised the registration statement accordingly on page 6 to clarify how our services are proprietary.  Intellectual property rights that apply to our various services include copyrights, trade secrets, and trademarks. We also protect certain details about our processes and strategies as trade secrets, keeping confidential the information that we believe provides us with a competitive advantage. We have ongoing programs designed to maintain the confidentiality of such information.

14.

You state you are “unaware” of any similar trade names used by other persons.

We noted your comment and revised the registration statement accordingly on page 6 to clarify our trademark status.  We have applied to the United States Patent and Trademark Office for the trademark of DigiPath. Currently, the trademark application has been approved for publication and the actual printing of the Official Gazette containing our mark is being prepared.  The actual issue date is expected to be March 29, 2011. We do not believe the other uses of DigiPath are in a similar business.

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 raise capital in light of your going concern opinion.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to include a risk factor on our going concern opinion.

16.

Some of the subheading in your risk factor section are vague and do not fully describe the specific risk discussed. Potential investors should be able to read a risk factor subheading and come away with a strong understanding of what the risk is and the result of the risk as it specifically applies to you… Please revise accordingly.  As a general rule, risks that apply to companies across industries are probably too generic to include here.

We noted your comment, agreed with the comment, and revised the registration statement accordingly.  Additionally, we have limited the risk factors.

17.

We may need additional financing risk factor appear to address the same risk. Please revise andto collapse the two risk factors.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to collapse the two risk factors into one.

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

18.

Please clarify that you have not earned any revenues since inception, if true, and provide a narrative discussion of the net loss, expenses and liabilities that have been incurred by the Company.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to include a narrative discussion of the net loss, expenses and liabilities that have been incurred by the Company.  The Company commenced earning revenues in January 2011.

19.

We note on page 14 that Mr. Stoppenhagen provides services to other entities, including “small to medium sized companies that are public or desire to become public” and Catalyst Lighting Group. Inc. Please clarify if he is still servicing in any of these capacities.  If so, please provide disclosure in this section to indicate how much time Mr. Stoppenhagen will devote to you.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to update the information provided.  Mr. Stoppenhagen ceased serving in such capacity for Catalyst Lighting Group, Inc. on March 9, 2011.  He provided these services on a part-time basis and devotes approximately 40 hours per week to the Company.

20.

Question 20

A. Please reconcile your disclosure that potential clients are in the United States with the risk factor on Page 7 that states that you expect that substantially all of your operations to be in international markets.

We noted your comment, agreed with the comment, and revised the registration statement accordingly by deleting the risk factor on page 7 in connection with your comment 16.  Whereas we believe we will receive revenue from international sales, most of our revenue will be in the United States.

B. In addition, as necessary to understand your business and describe any known trends or uncertainties that have had or that you reasonably expect will have a material favorable impact on revenues or income from continuing operations, please revise to more fully discuss the status of your operations and your plan for future operations…

We noted your comment, agreed with the comment, and revised the registration statement accordingly to more fully describe our operations and future operations.

Liquidity and Capital Requirements, page 12

21.

Please revise to clarify to 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 require 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 Instruction 5 of Item 303(A) of Regulation S-X.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to clarify our liquidity requirements on a long-term and short term basis. Due to our current ability to earn revenue and obtaining $200,000 under the revolving promissory note our liquidity concerns are note as much of a risk any longer.

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 13

22.

Please clarify what the “Represents less than 1% refers to or delete.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to delete such reference.

Item 5. Directors and Officers, page 14

23.

Please clarify what you mean by CFO Services. Clearly indicate whether Mr. Stoppenhagen was a consultant or an executive officer while providing CFO Services.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to clarify Mr. Stoppenhagen’s services. On the companies listed he provided services as an executive officer.

24.

Briefly discuss specific experience, qualifications, 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.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to add the disclosure required by Item 401(e) of Regulation S-K.

Item 7. Certain Relationships and Related Transactions, and Direct Independence, page16

25.

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

We noted your comment, agreed with the comment, and revised the registration statement accordingly to clarify that the Company has no promoters.

Item 10. Recent Sales of Unregistered Securities, page 17

26.

Please revise to identify Eric Stoppenhagen as the recipient of 5,000,000 restricted shares.

We noted your comment, agreed with the comment, and revised the registration statement accordingly to include Mr. Stoppenhagen’s shares as well as recent activity.

27.

We note the reference to information provided to “all investors.” Please refer to Mr. Stoppenhagen instead of referring to “all investors”)

We noted your comment, agreed with the comment, however due to the additiona

January 25, 2011
   Eric Stoppenhagen President
Digipath, Inc.
1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661
Re: Digipath, Inc.
 Registration Statement on Form 10-12G  Filed January 12, 2011   File No. 000-54239

Dear Mr. Stoppenhagen:
Our preliminary review of your registration st atement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Exchange Act of 1934, the rules
and regulations under that Act, and the requirements of the form.  In particular, your registration statement fails to include financial statements and related disclosures as  necessary to comply
with Article 8 of Regulation S-X at the time of effectiveness.  We will not perform a detailed
examination of the registration st atement and we will not issue co mments because to do so would
delay the review of other disclosure document s that do not appear to contain comparable
deficiencies.
This registration statement will become effective by lapse of time 60 days after the date
filed pursuant to Section 12(g)(1) of the Securi ties Exchange Act of 1934.  If the registration
statement were to become effec tive in its present form , we would be require d to consider what
recommendation, if any, we  should make to the Co mmission.  We suggest th at you consider filing a
substantive amendment correcting the deficiencies or a request for withdrawal of the registration
statement before it becomes effective.
Sincerely,

Duc Dang Attorney-Advisor

CORRESP
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January 26, 2010

VIA EDGAR AND FACSIMILE

Folake K. Ayoola

U.S.Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel (202) 551-3673

Re:         DigiPath, Inc. (the “Company”)

Form 10-12G

Filed on January 12, 2011

File No. 000-54239

Dear Ms. Ayoola:

This letter is in response to the Securities and Exchange Commission’s comment letter dated January 25, 2011, and addresses the Staff’s comments and concerns relating to the Commission’s examination of the Company’s Form 10-12G.   Each of our responses in this letter will be provided in the order of the comments raised by the Staff's January 25, 2011 letter. Courtesy copies of the marked document are also transmitted with this letter for the Staff’s convenience.

General Comments

We note your comment as to the lack of financial statements included in the registration statement.  At the time of the filing, there were no financial statements available.  We have revised the filing and have included financial statements under Item 13.

Closing

We hope that the foregoing addresses all of the Staff's comments contained in its letter of January 25, 2011.  Once the Staff has no further comments, the Company would like to be in the position to seek effectiveness on its Amended Form 10.

Should you have any questions or further comments please contact us at 949-903-0468.

Sincerely,

DigiPath, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

ACKNOWLEDGEMENT

DigiPath, Inc., (the “Company”), hereby acknowledges the following:

1.        Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with respect to the filing;

2.        The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.        The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

Dated:  January 26, 2011

DigiPath, Inc.

By: /s/ Eric Stoppenhagen

Eric Stoppenhagen, President