10-Q

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ForQuarterly Period Ended March 31, 2022

or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from __________ to __________

---

Commission

File Number 000-54239

Digipath,Inc.

(Exact name of registrant issuer as specified in its charter)

Nevada	27-3601979
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
6450 Cameron St Suite 113 Las Vegas, NV	89118
(Address<br> of principal executive offices)	(zip<br> code)

(702)527-2060

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes	☐	No	☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

The

number of shares of registrant’s common stock outstanding as of May 16, 2022 was 75,146,820 .

TABLE

OF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM<br> 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and September 30, 2021	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2022 and 2021 (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended March 31, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2022 and 2021 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM<br> 4.	CONTROLS AND PROCEDURES	23
PART II – OTHER INFORMATION		24
ITEM<br> 1.	Legal Proceedings	24
ITEM<br> 1A.	RISK FACTORS	24
ITEM<br> 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM<br> 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM<br> 4.	MINE SAFETY DISCLOSURES	24
ITEM<br> 5.	OTHER INFORMATION	24
ITEM<br> 6.	EXHIBITS	25
	SIGNATURES	26

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PART

I – FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS.

DIGIPATH,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

			September<br> 30,
			2021
Assets
Current<br> assets:
Cash	82,769		$	295,932
Accounts<br> receivable, net	259,268			214,900
Note<br> receivable	1,029,227			230,959
Other<br> current assets	27,241			24,751
Deposits	71,093			60,353
Total<br> current assets	1,469,598			826,865
Right-of-use<br> asset	366,089			413,884
Fixed<br> assets, net	534,435			647,252
Total<br> non-current assets	900,524			1,061,136
Total<br> Assets	2,370,122		$	1,888,001
Liabilities<br> and Stockholders’ Deficit
Current<br> liabilities:
Accounts<br> payable	419,500		$	370,977
Accrued<br> expenses	359,274			220,002
Current<br> portion of operating lease liabilities	98,281			93,601
Current<br> portion of finance lease liabilities	3,822			20,379
Current<br> maturities of convertible notes payable	1,700,650			1,050,000
Current<br> maturities of notes payable	486,458			259,425
Total<br> current liabilities	3,067,985			2,014,384
Non-current<br> liabilities:
Operating<br> lease liabilities	279,981			330,151
Notes<br> payable	474,166			339,516
Convertible<br> notes payable, net of discounts of -0- and 8,322 at March 31, 2022 and September 30, 2021, respectively	-			257,282
Total<br> non-current liabilities	754,147			926,949
Total<br> Liabilities	3,822,132			2,941,333
Series<br> B convertible preferred stock, 0.001 par value, 1,500,000 shares authorized; 333,600 and zero shares issued and outstanding as of<br> March 31, 2022 and September 30, 2021 respectively	333,600			-
Stockholders’<br> Equity (Deficit):
Series<br> A convertible preferred stock, 0.001 par value, 6,000,000 shares authorized; 1,047,942 and 1,325,942 shares issued and outstanding<br> as of March 31, 2022 and September 30, 2021, respectively	1,048			1,326
Common<br> stock, 0.001 par value, 250,000,000 shares authorized; 75,146,820 and 71,230,153 shares issued and outstanding at March 31, 2022<br> and September 30 2021, respectively	75,147			71,230
Additional<br> paid-in capital	16,753,769			16,825,765
Accumulated<br> deficit	(18,615,574	)		(17,951,653	)
Total<br> Stockholders’ Deficit	(1,785,610	)		(1,053,332	)
Total<br> Liabilities and Stockholders’ Deficit	2,370,122		$	1,888,001

All values are in US Dollars.

See

accompanying notes to financial statements.

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DIGIPATH,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2022			2021			2022			2021
	For<br> the Three Months Ended						For<br> the Six Months Ended
	March<br> 31,						March<br> 31,
	2022			2021			2022			2021
Revenues	$	604,735		$	633,160		$	1,304,320		$	1,133,545
Cost<br> of sales		396,032			416,915			818,633			837,800
Gross<br> profit		208,703			216,245			485,687			295,745
Operating<br> expenses:
General<br> and administrative		235,470			211,961			476,434			437,011
Professional<br> fees		286,390			107,819			554,861			222,363
Change<br> in allowance for doubtful accounts		16			(106,155	)		(2,123	)		(17,985	)
Total<br> operating expenses		521,876			213,625			1,029,172			641,389
Operating<br> loss		(313,173	)		2,620			(543,485	)		(345,644	)
Other<br> income (expense):
Interest<br> income		15,295			47,918			24,675			47,918
Interest<br> expense		(75,718	)		(32,337	)		(145,111	)		(74,710	)
Total<br> other income (expense)		(60,423	)		15,581			(120,436	)		(26,792	)
Net<br> income (loss)	$	(373,596	)	$	18,201		$	(663,921	)	$	(372,436	)
Weighted<br> average number of common shares outstanding – basic		74,019,042			65,418,890			73,194,439			61,882,937
Weighted<br> average number of common shares outstanding – fully diluted		74,019,042			114,702,490			73,194,439			61,882,937
Net<br>loss per share – basic	$	(0.00	)	$	0.00		$	(0.01	)	$	(0.01	)
Net<br> loss per share – diluted	$	(0.00	)	$	0.00		$	(0.01	)	$	(0.01	)

See

accompanying notes to financial statements.

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DIGIPATH,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Shares			Amount			Shares		Amount		Capital			(Deficit)			Deficit
	Series<br> B				Series<br> A
	Convertible				Convertible										Additional						Total
	Preferred<br> Stock				Preferred<br> Stock						Common<br> Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			(Deficit)			Deficit
Balance,<br> September 30, 2021		-	$	-		1,325,942		$	1,326			71,230,153	$	71,230	$	16,825,765		$	(17,951,653	)	$	(1,053,332	)
Purchase<br> of Series B Preferred shares		55,600		55,600		-			-			-		-		-			-			-
Conversion<br> of Series A Preferred into Series B Preferred		278,000		278,000		(278,000	)		(278	)		-		-		(277,722	)		-			(278,000	)
Stock-based<br> compensation		-		-		-			-			1,500,000		1,500		97,179			-			98,679
Net<br> loss		-		-		-			-			-		-		-			(290,325	)		(290,325	)
Balance,<br> December 31, 2021		333,600		333,600		1,047,942			1,048			72,730,153		72,730		16,645,222			(18,241,978	)		(1,522,978	)
Common<br> Shares issued for settlement of AP		-		-		-			-			250,000		250		7,250			-			7,500
Stock-based<br> compensation		-		-		-			-			2,166,667		2,167		101,297			-			103,464
Net<br> loss		-		-		-			-			-		-		-			(373,596	)		(373,596	)
Balance,<br> March 31, 2022		333,600	$	333,600		1,047,942		$	1,048			75,146,820	$	75,147	$	16,753,769		$	(18,615,574	)	$	(1,785,610	)
	Series<br> B Convertible				Series<br> A Convertible								Additional					Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Preferred<br> Stock				Preferred<br> Stock				Common<br> Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		(Deficit)			Deficit
Balance,<br> September 30, 2020		-	$	-		1,325,942	$	1,326		58,270,567	$	58,271	$	16,116,400	$	(17,265,150	)	$	(1,089,153	)
Common<br> stock sold for cash		-		-		-		-		900,000		900		19,350		-			20,250
Common<br> stock issued for debt conversion		-		-		-		-		3,666,668		3,666		106,334		-			110,000
Stock-based<br> compensation		-		-		-		-		1,228,155		1,228		42,832		-			44,060
Net<br> loss		-		-		-		-		-		-		-		(390,637	)		(390,637	)
Balance,<br> December 31, 2020		-		-		1,325,942		1,326		64,065,390		64,065		16,284,916		(17,655,787	)		(1,305,480	)
Common<br> stock issued for debt conversion		-		-		-		-		3,000,000		3,000		87,000		-			90,000
Stock-based<br> compensation - related parties		-		-		-		-		866,430		867		56,157		-			57,024
Stock-based<br> compensation		-		-		-		-		250,000		250		29,647		-			29,897
Net<br> income		-		-		-		-		-		-		-		18,201			18,201
Net<br> income (loss)		-		-		-		-		-		-		-		18,201			18,201
Balance,<br> March 31, 2021		-	$	-		1,325,942	$	1,326		68,181,820	$	68,182	$	16,457,720	$	(17,637,586	)	$	(1,110,358	)

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DIGIPATH,

INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021
	For<br> the Six Months Ended
	March<br> 31,
	2022			2021
Cash<br> flows from operating activities
Net<br> loss	$	(663,921	)	$	(372,436	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Change<br> in allowance for doubtful accounts		(2,123	)		(17,985	)
Depreciation<br> and amortization expense		117,063			159,209
Loss<br> on disposal of fixed assets		-			2,227
Gain<br> on early extinguishment of debt		-			(40,338	)
Stock-based<br> compensation		202,143			130,981
Amortization<br> of debt discounts		39,103			8,322
Decrease<br> (increase) in assets:
Accounts<br> receivable		(42,245	)		49,400
Other<br> current assets		(35,416	)		12,677
Deposits		(2,490	)		-
Right-of-use<br> assets		47,795			45,308
Increase<br> (decrease) in liabilities:
Accounts<br> payable		56,023			(58,639	)
Accrued<br> expenses		139,272			27,814
Lease<br> liabilities		(45,490	)		(41,143	)
Net<br> cash (used) in operating activities		(190,286	)		(94,603	)
Cash<br> flows from investing activities
Purchase<br> of fixed assets		(4,246	)		(1,206	)
Advance<br> of note receivable		(773,622	)		-
Net<br> cash (used) in investing activities		(777,868	)		(1,206	)
Cash<br> flows from financing activities
Principal<br> payments on finance lease		(16,557	)		(16,715	)
Principal<br> payments on note payable, equipment financing		(28,317	)		(26,769	)
Proceeds<br> from short term advances		-			40,000
Proceeds<br> from notes payable		390,000			-
Proceeds<br> from convertible notes		394,265			110,000
Payments<br> on convertible notes		(40,000	)
Proceeds<br> from sale of common stock		-			20,250
Proceeds<br> from sale of preferred stock		55,600			-
Net<br> cash provided by financing activities		754,991			126,766
Net<br> increase (decrease) in cash		(213,163	)		30,957
Cash<br> - beginning		295,932			82,749
Cash<br> - ending	$	82,769		$	113,706
Supplemental<br> disclosures:
Interest<br> paid	$	42,809		$	32,294
Income<br> taxes paid		-			-
Non-cash<br> investing and financing activities:
Common<br> stock issued for debt conversion	$	-		$	110,000
Fixed<br> assets acquired with note payable, equipment financing	$	-		$	200,000
Common<br> stock issued for settlement of accounts payables	$	7,500		$	-
Conversion<br> of Series A preferred into Series B preferred	$	278,000		$	-

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DIGIPATH,

INC. AND SUBSIDIARIES

Notes

to Condensed Consolidated Financial Statements

(Unaudited)

Note1 – Organization, Basis of Presentation and Significant Accounting Policies

Organization

Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and hopes to open labs in other states that have legalized the sale of cannabis, beginning with California or Arizona.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2022:

Schedule of Entities Under Common Control and Ownership

	Jurisdiction<br> of
Name<br> of Entity^(1)^	Incorporation	Relationship
Digipath,<br> Inc.^(2)^	Nevada	Parent
Digipath<br> Labs, Inc.	Nevada	Subsidiary
Digipath<br> Labs CA, Inc.^(3)^	California	Subsidiary
Digipath<br> Labs S.A.S.^(4)^	Colombia	Subsidiary
VSSL<br> Enterprises, Ltd.^(5)^	Canada	Subsidiary
TNM<br> News Corp.^(6)^	Nevada	Subsidiary
^(1)^	All entities<br>are in the form of a corporation.
---	---
^(2)^	Holding company,<br>which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
---	---
^(3)^	Formed during<br>the second fiscal quarter of 2021, but has not yet commenced significant operations.
---	---
^(4)^	Formed during<br>the first fiscal quarter of 2019, but has not yet commenced significant operations.
---	---
^(5)^	Acquired on March<br>11, 2020.
---	---
^(6)^	Minimal activity,<br>dissolved on July 28, 2021.
---	---

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

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Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's OwnEquity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

Note2 – Going Concern

As

shown in the accompanying condensed consolidated financial statements, as of March 31, 2022, the Company had negative working capital of $1,598,387

,

accumulated recurring losses of $18,615,574

,

and only $82,769 of cash on hand, which is not sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability.

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note3 – Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement (“ASC 820”). Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

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The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2022 and September 30, 2021, respectively:

Summary of Financial Instruments at Fair Value on Recurring Basis

	Fair<br> Value Measurements at March 31, 2022
	Level<br> 1		Level<br> 2		Level<br> 3
Assets
Cash	$	82,769	$	-	$	-
Liabilities
Lease<br> liabilities		-		-		382,084
Notes<br> payable		-		960,624		-
Convertible<br> notes payable		-		-		1,700,650
---	---	---	---	---	---
		Level<br> 2		Level<br> 3
Assets
Cash	295,932	$	-	$	-
Liabilities
Lease<br> liabilities	-		-		444,131
Notes<br> payable	-		598,941		-
Convertible<br> notes payable, net of discounts of 98,188	-		-		1,307,282

All values are in US Dollars.

The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended March 31, 2022 or the year ended September 30, 2021.

Note4 – Note Receivable

On

various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $95,000. The loans bear interest at an annual rate of 10%, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes has been recorded due to the uncertainty of collectability.

On various dates between August 23, 2021 and March 31, 2022, we loaned C3 Labs, Inc. (“C3 Labs”) a total of $1,003,622. The loans bear interest at an annual rate of 8%. These loans are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets and have a maturity date of August 23, 2022. The Company has recorded interest income of $15,120 during the six months ended March 31, 2022 with total accrued interest of $25,605 as of March 31, 2022.

The loans were made in connection with a potential acquisition of a controlling interest in C3 Labs. On March 11, 2022, the Company notified C3 Labs of its termination of the letter of intent. The Company is currently in possession of equipment of C3 Labs, which it is in the process of liquidating. The Company anticipates that the proceeds of such liquidation will be sufficient to repay the Company in full all amounts owed to it by C3 Labs under the secured loans.

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Note5 – Fixed Assets

Fixed assets consist of the following at March 31, 2022 and September 30, 2021:

Schedule of Fixed Assets

	March<br> 31,			September<br> 30,
	2022			2021
Software	$	125,903		$	125,903
Office<br> equipment		71,601			71,601
Furniture<br> and fixtures		29,879			29,879
Lab<br> equipment		1,455,479			1,453,716
Leasehold<br> improvements		496,600			494,117
Lab<br> equipment held under capital leases		99,193			99,193
Fixed<br> assets,gross		2,278,655			2,274,409
Less:<br> accumulated depreciation		(1,744,220	)		(1,627,157	)
Total	$	534,435		$	647,252

Depreciation

and amortization expense totalled $117,063

and $159,209

for the six months ended March 31, 2022 and 2021, respectively.

Note6 – Leases

The Company leases its operating and office facility under a non-cancellable real property lease agreement that expires on August 31, 2025. The Company also has a financing lease for lab equipment subject to the recently adopted ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects to enter into a new lease upon expiration. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The components of lease expense were as follows:

Schedule of Components of Lease Expense

	For<br> the Six		For<br> the Six
	Months<br> Ended		Months<br> Ended
	March<br> 31,		March<br> 31,
	2022		2021
Operating<br> lease cost	$	59,436	$	21,644
Finance<br> lease cost:
Amortization<br> of assets		17,329		45,308
Interest<br> on lease liabilities		1,223		14,129
Total<br> net lease cost	$	18,552	$	59,437

Supplemental balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheet Information

	March<br> 31,			September<br> 30,
	2022			2021
Operating<br> leases:
Operating<br> lease assets	$	366,089		$	413,884
Current<br> portion of operating lease liabilities		98,281		$	93,601
Noncurrent<br> operating lease liabilities		279,981			330,151
Total<br> operating lease liabilities	$	378,262		$	423,752
Finance<br> lease:
Equipment,<br> at cost	$	99,193		$	99,193
Accumulated<br> amortization		(49,596	)		(36,677	)
Equipment,<br> net	$	49,597		$	74,395
Current<br> portion of finance lease liabilities	$	3,822		$	20,379
Noncurrent<br> finance lease liabilities		-			-
Total<br> finance lease liabilities	$	3,822		$	20,379
Weighted<br> average remaining lease term:
Operating<br> leases		3.42<br> years			3.92<br> years
Finance<br> leases		0.05<br> years			1.55<br> years
Weighted<br> average discount rate:
Operating<br> leases		5.75	%		5.75	%
Finance<br> lease		18.41	%		18.41	%

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Supplemental cash flow and other information related to leases was as follows:

Schedule of Supplemental Cash Flow and Other Information

	For<br> the Six		For<br> the Six
	Months<br> Ended		Months<br> Ended
	March<br> 31,		March<br> 31,
	2022		2021
Cash<br> paid for amounts included in the measurement of lease liabilities:
Operating<br> cash flows used for operating leases	$	45,490	$	41,143
Financing<br> cash flows used for finance leases	$	16,557	$	16,715
Leased<br> assets obtained in exchange for lease liabilities:
Total<br> operating lease liabilities	$	-	$	528,616
Total<br> finance lease liabilities	$	-	$	99,193

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancellable operating leases as of March 31, 2022:

Schedule of Future Minimum Annual Lease Commitments Under Operating Leases

Fiscal<br> Year Ending	Minimum<br> Lease
September<br> 30,	Commitments
2022<br> (for the six months remaining)	$	58,419
2023		119,468
2024		123,543
2025		116,892
2026		-
Total<br>future undiscounted lease payments		418,322
Less<br> interest		40,060
Present<br> value of lease payments		378,262
Less<br> current portion		98,281
Long-term<br> operating lease liabilities	$	279,981

Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at March 31, 2022:

Schedule of Future Minimum Annual Lease Payments Under Finance Lease

	Finance
	Leases
2022	$	3,865
2023		-
Total<br> minimum lease payments		3,865
Less<br> interest		43
Present<br> value of lease liabilities		3,822
Less<br> current portion		3,822
Long-term<br> finance lease liabilities	$	-

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Note7 –Notes Payable

Notes payable consists of the following at March 31, 2022 and September 30, 2021, respectively:

Schedule of Notes Payable

			September<br> 30,
			2021
On<br> September 10, 2021, the Company, entered into a Secured Promissory note for 675,000 from US Canna Lab I, LLC, (the “Company<br> Canna Lab Note”). The Company Canna Lab Note carries interest at 12% per annum, and is due on September 10, 2024 with monthly<br> principal and interest payments of 22,419.66 beginning on October 1, 2021. As of March 31, 2022, a total 675,000 of the funds have<br> been advanced to the Company. In addition, the Company was advanced an additional 115,000 of funds under the same terms as the original<br> note.	790,000		$	400,000
On<br> December 26, 2019, the Company financed the purchase of 377,124 of lab equipment, in part, with the proceeds of a bank loan in the<br> amount of 291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of 5,622 over the five-year<br> term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased<br> equipment.	170,624			198,941
Total<br> notes payable	960,624			598,941
Less:<br> current maturities	(486,458	)		(259,425	)
Notes<br> payable	474,166		$	339,516

All values are in US Dollars.

The

Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $41,277 and $7,970 during the six months ended March 31, 2022 and 2021, respectively.

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Note8 – Convertible Notes Payable

Convertible notes payable consists of the following at March 31, 2022 and September 30, 2021, respectively:

Schedule of Convertible Notes Payable

			September<br> 30,
			2021
On<br> February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal<br> amount of 50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares<br> of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price was amended<br> to 0.03 per share in exchange for an additional 10,000 of proceeds and the promissory note was increased to 60,000. The Company’s<br> obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.,<br> pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder<br> converted 10,000 of principal into 333,334 shares of common stock at a conversion price of 0.03 per share.	50,000		$	50,000
On<br> February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note<br> in the principal amount of 150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible<br> into shares of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price<br> was amended to 0.03 per share in exchange for an additional 50,000 of proceeds and the promissory note was increased to 200,000.<br> The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned<br> subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December<br> 29, 2020, the note holder converted 50,000 of principal into 1,666,667 shares of common stock at a conversion price of 0.03 per<br> share.	150,000			150,000
On<br> February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal<br> amount of 350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and was convertible into shares<br> of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price was amended<br> to 0.03 per share in exchange for an additional 50,000 of proceeds and the promissory note was increased to 400,000. The Company’s<br> obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.,<br> pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder<br> converted 50,000 of principal into 1,666,667 shares of common stock at a conversion price of 0.03 per share.	350,000			350,000
On<br> September 23, 2019, the Company received proceeds of 200,000 on a senior secured convertible note that carries an 8% interest rate,<br> which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion<br> of the note holder at a fixed conversion price of 0.11 per share. On September 30, 2020, the maturity date was extended to August<br> 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by<br> a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. On February 22, 2021, the noteholder converted<br> 90,000 of principal into 3,000,000 shares of common stock at a conversion price of 0.03 per share. On September 30, 2021 the note<br> was amended to add outstanding short term notes and accrued interest into the principal balance, making the outstanding balance 355,470,<br> as amended. As a result of the modification, the Company recorded an additional debt discount of 98,188 as a result of the beneficial<br> conversion feature of the additional principal. During the six months ended March 31, 2022, the Company repaid 40,000 of the balance<br> of this note. In addition, during the six months ended March 31, 2022, the Company was advanced additional loans of 394,265 from<br> the lender under the same terms.	709,735			355,470
On<br> November 8, 2018, the Company received proceeds of 350,000 on a senior secured convertible note that carries an 8% interest rate,<br> which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion<br> of the note holder at a fixed conversion price of 0.14 per share. On September 30, 2020, the maturity date was extended to August<br> 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by<br> a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.	350,000			350,000
On<br> November 5, 2018, the Company received proceeds of 150,000 on a senior secured convertible note that carries an 8% interest rate,<br> which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion<br> of the note holder at a fixed conversion price of 0.14 per share. On September 30, 2020, the maturity date was extended to August<br> 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by<br> a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.	150,000			150,000
Total<br> convertible notes payable	1,759,735			1,407,470
Less:<br> unamortized debt discounts	(59,085	)		(98,188	)
Total convertible debt	1,700,650			1,307,282
Less:<br> current maturities	1,700,650			1,050,000
Convertible<br> notes payable	-		$	257,282

All values are in US Dollars.

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In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The

aforementioned accounting treatment resulted in a total debt discount equal to $98,188. The discount is amortized on a straight-line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. The Company recorded debt amortization expense on the aforementioned debt discount in the amount of $39,103 for the six months ended March 31, 2022. Unamortized discount as of March 31, 2022 is $59,085.

All

of the convertible notes limit the maximum number of shares that can be owned by each note holder as a result of the conversions to common stock to 4.99% of the Company’s issued and outstanding shares.

The

Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $46,380 and $51,802 for the six months ended March 31, 2022 and 2021, respectively.

The Company recognized interest expense for the six months ended March 31, 2022 and 2021, respectively, as follows:

Schedule of Interest Expense

	March<br> 31,		March<br> 31,
	2022		2021
Interest<br> on short term loans	$	-	$	1,687
Interest<br> on capital leases		6,603		4,929
Interest<br> on notes payable		41,277		7,970
Amortization<br> of beneficial conversion features		39,103		8,322
Interest<br> on convertible notes		58,128		51,802
Total<br> interest expense	$	145,111	$	74,710

Note9 - Changes in Stockholders’ Equity

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Convertible Preferred Stock

The

Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 1,500,000 have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), with the remaining 2,500,000 shares available for designation from time to time by the Board as set forth below. As of March 31, 2022, there were 1,047,942 shares of Series A Preferred issued and outstanding and 333,600 shares of Series B Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock and each share of Series B Preferred is currently convertible into twenty-five shares of common stock.

SeriesA

The

conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,047,942 shares of Series A Preferred outstanding at March 31, 2022 are convertible into 5,239,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

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Additional terms of the Series A Preferred and include the following:

●	The<br> shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock<br> of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described<br> above.
●	Upon<br> the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series<br> A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share<br> of Series A Preferred plus all accrued but unpaid dividends.
●	The<br> Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then<br> applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred.
●	Each<br> share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred<br> may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will<br> vote together with the common stock and not as a separate class, except as provided below.
●	Consent<br> of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences,<br> privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue<br> shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify<br> any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend<br> the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred.
●	Pursuant<br> to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration<br> rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

During the six months ended March 31, 2022, the Company offered the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment. One Series A shareholder agreed to invest additional cash proceeds of $55,600 for 55,600 Series B shares and converted 278,000 of their Series A into Series B.

SeriesB

The

Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a Stated Value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at March 31, 2022 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

Additional terms of the Series B Preferred and include the following:

●	The<br> shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of<br> the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred<br> may then be converted.
●	Upon<br> the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change<br> in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred<br> are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series<br> B Preferred plus all accrued but unpaid dividends.
●	Each<br> share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred<br> may then be converted.

Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the balance sheet.

On

December 30, 2021, the Company entered into an Exchange Agreement with one of the Company’s institutional investors (the “Investor”), pursuant to which the Investor exchanged 278,000 shares of the Series A Preferred for 278,000 shares of the Series B Preferred. In addition, on December 30, 2021, the Investor purchased 55,600 shares of Series B Preferred Stock at a price of $1.00 per share, resulting in gross proceeds to the Company of $55,600.

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Common Stock

Common

stock consists of $0.001 par value, 250,000,000 shares authorized, of which 75,146,820 shares were issued and outstanding as of March 31, 2022.

During

the six months ended March 31, 2022, the Company issued 1,500,000

shares of its common stock in exchange for services

rendered to the Company, by the chairman of the board of directors, with a total fair value $98,679 based on the closing price of the Company’s common stock on the dates of grant.

During

the six months ended March 31, 2022, the Company issued 2,166,667

shares of its common stock in exchange for services

rendered to the Company by third party consultants, with a total fair value $103,464 based on the closing price of the Company’s common stock on the dates of grant.

During

the six months ended March 31, 2022, the Company issued 250,000 shares of its common stock to settle outstanding payables in the amount of $7,500.

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Note10 – Common Stock Options

Stock Incentive Plan

On

June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012 and previously amended on May 20, 2014. As amended, the 2012 Plan provides for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Options to purchase a total of 6,020,000 shares of common stock were outstanding as of March 31, 2022.

During

the six months ended March 31, 2022, the Company issued to an unrelated third party, options to purchase 1,000,000 shares of its common stock in exchange for services rendered to the Company with a total fair value $33,716. The Company estimated the fair value using the Black-Scholes Pricing Model, based on a volatility rate of 186% and call option values of $0.0337 and exercise prices of $0.035.

Amortization of Stock-Based Compensation

A

total of $53,739 and $41,126 of stock-based compensation expense was recognized during the six months ended March 31, 2022 and 2021, respectively, as a result of the vesting of common stock options issued. As of March 31, 2022 a total of $31,798 of unamortized expense remains to amortized over the vesting period.

The following is a summary of information about the stock options outstanding at March 31, 2022.

Summary of Common Stock Options Outstanding

						Shares<br> Underlying
Shares<br> Underlying Options Outstanding						Options<br> Exercisable
			Weighted
			Average	Weighted		Shares		Weighted
Range<br> of			Remaining	Average		Underlying		Average
Exercise			Contractual	Exercise		Options		Exercise
Prices			Life	Price		Exercisable		Price
$	0.05<br> – 0.13	6,020,000	6.51<br> years	$	0.07		5,359,285	$	0.07

All values are in US Dollars.

The following is a summary of activity of outstanding common stock options:

Schedule of Activity of Outstanding Common Stock Options

				Weighted
				Average
	Number			Exercise
	of<br> Shares			Price
Balance,<br> September 30, 2021		5,620,000		$	0.08
Options<br> issued		1,000,000		$	0.04
Options<br> forfeited		(600,000	)	$	0.11
Balance,<br> March 31, 2022		6,020,000		$	0.07
Exercisable,<br> March 31, 2022		5,359,285		$	0.07

As

of March 31, 2022, these options in the aggregate had no intrinsic value as the per share market price of $0.023 of the Company’s common stock as of such date was less than the weighted-average exercise price of these options of $0.07.

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Note11 – Common Stock Warrants

Warrants

to purchase a total of 2,535,001 shares of common stock were outstanding as of March 31, 2022.

The following is a summary of information about our warrants to purchase common stock outstanding at March 31, 2022.

Summary of Common Stock Warrants Outstanding

							Shares<br> Underlying
Shares<br> Underlying Warrants Outstanding							Warrants<br> Exercisable
				Weighted
		Shares		Average	Weighted		Shares		Weighted
Range<br> of		Underlying		Remaining	Average		Underlying		Average
Exercise		Warrants		Contractual	Exercise		Warrants		Exercise
Prices		Outstanding		Life	Price		Exercisable		Price
$	0.10<br> - 0.26		2,535,001	4.84<br> years	$	0.17		2,535,001	$	0.17

The following is a summary of activity of outstanding common stock warrants:

Schedule of Outstanding Common Stock Warrants Activity

			Weighted
			Average
	Number		Exercise
	of<br> Shares		Price
Balance,<br> September 30, 2021		2,535,001	$	0.17
Warrants<br> granted		-		-
Warrants<br> expired		-		-
Balance,<br> March 31, 2022		2,535,001	$	0.17
Exercisable,<br> March 31, 2022		2,535,001	$	0.17

As

of March 31, 2022, these warrants in the aggregate had no intrinsic value as the per share market price of $0.023 of the Company’s common stock as of such date was less than the weighted-average exercise price of these warrants of $0.17.

Note12 – Commitments and Contingencies

Legal Contingencies

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

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ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Theinformation contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the yearended September 30, 2021 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion andanalysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in thisForm 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September 30,2021 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actualresults to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements containedin this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notesthereto that appear elsewhere in this report.

Overview

Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and has plans to open labs in other states that have legalized the sale of cannabis, beginning with California.

Resultsof Operations for the Three Months Ended March 31, 2022 and 2021:

The following table summarizes selected items from the statement of operations for the three months ended March 31, 2022 and 2021.

	Three<br> Months Ended March 31,						Increase<br> /
	2022			2021			(Decrease)
Revenues	$	604,735		$	633,160		$	(28,425	)
Cost<br> of sales		396,032			416,915			(20,883	)
Gross<br> profit		208,703			216,245			(7,542	)
Operating<br> expenses:
General<br> and administrative		235,470			211,961			23,509
Professional<br> fees		286,390			107,819			178,571
Change<br> in allowance for doubtful accounts		16			(106,155	)		106,171
Total<br> operating expenses:		521,876			213,625			308,251
Operating<br> income (loss)		(313,173	)		2,620			(315,793	)
Total<br> other income (expense)		(60,423	)		15,581			(76,004	)
Net<br> loss	$	(373,596	)	$	18,201		$	(391,797	)

Revenues

Aggregate revenues for the three months ended March 31, 2022 were $604,735, compared to revenues of $633,160 during the three months ended March 31, 2021, a decrease of $28,425 or 4%. The decrease in revenue was due to a slight decrease in tourism in Nevada during the current period as opposed to the same period in 2021.

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Costof Sales

Cost of sales for the three months ended March 31, 2022 were $396,032, compared to $416,915 during the three months ended March 31, 2021, a decrease of $20,883, or 5%. Cost of sales consists primarily of labor, depreciation, maintenance on lab equipment, and supplies consumed in our testing operations. The decreased cost of sales in the current period was primarily due to our sales decrease of 4% as well as reducing our outsourced testing fees incurred during the current period. Our gross margins were approximately 35% during the three months ended March 31, 2022, compared to 34% during the three months ended March 31, 2021, which translated to $20,883 of decreased gross profit from our $28,425 of decreased revenues received in the current period.

Generaland Administrative Expenses

General and administrative expenses for the three months ended March 31, 2022 were $235,470 compared to $211,961 during the three months ended March 31, 2021, an increase of $23,509, or 11%. The expenses consisted primarily of marketing, rent, salaries and wages, and travel expenses. General and administrative expenses included non-cash, stock-based compensation of $0 and $16,952 during the three months ended March 31, 2022 and 2021, respectively. General and administrative expenses decreased primarily due to decreased corporate overhead activities.

ProfessionalFees

Professional fees for the three months ended March 31, 2022 were $286,390, compared to $107,819 during the three months ended March 31, 2021, an increase of $178,571, or 166%. Professional fees included non-cash, stock-based compensation of $103,464 and $44,147 during the three months ended March 31, 2022 and 2021, respectively. Professional fees increased primarily due to increased corporate consulting services during the current period as we focused primarily on the lab operations during the current period.

Changein Allowance for Doubtful Accounts

Our change in allowance for doubtful accounts for the three months ended March 31, 2022 resulted in $16 of income, compared to $106,155 of expense during the three months ended March 31, 2021, an improvement of $106,171, or 100%. Our change in allowance for doubtful accounts improved during the current period as the Nevada tourism market began to open up again and our customers’ cash flows improved.

OperatingLoss

Our operating loss for the three months ended March 31, 2022 was $313,173, compared to operating income of $2,620 during the three months ended March 31, 2021, a decrease of $315,793, or 12,053%. Our operating loss increased primarily due to our decreased gross profit and not having a reversal of our allowance for doubtful accounts.

OtherIncome (Expense)

Other expense, on a net basis, for the three months ended March 31, 2022 was $60,423, compared to other income, on a net basis, of $15,581 during the three months ended March 31, 2021, a net decrease of $76,004. Other expense consisted of interest expense of $75,718 for the three months ended March 31, 2022. partially offset by other income, consisting of $15,295 of interest income.

NetLoss

Net loss for the three months ended March 31, 2022 was $373,596, compared to net income of $18,201 during the three months ended March 31, 2021, a decrease of $391,797, or 2,153%. The net loss was primarily due to our decreased revenues, increase interest expense, and not having a reversal in our doubtful accounts from the March 31, 2021 period.

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Resultsof Operations for the Six Months Ended March 31, 2022 and 2021:

The following table summarizes selected items from the statement of operations for the six months ended March 31, 2022 and 2021.

	Six<br> Months Ended March 31,						Increase<br> /
	2022			2021			(Decrease)
Revenues	$	1,304,320		$	1,133,545		$	170,775
Cost<br> of sales		818,633			837,800			(19,167	)
Gross<br> profit		485,687			295,745			189,942
Operating<br> expenses:
General<br> and administrative		476,434			437,011			39,423
Professional<br> fees		554,861			222,363			332,498
Change<br> in allowance for doubtful accounts		(2,123	)		(17,985	)		15,862
Total<br> operating expenses:		1,029,172			641,389			387,783
Operating<br> loss		(543,485	)		(345,644	)		(197,841	)
Total<br> other income (expense)		(120,436	)		(26,792	)		(93,644	)
Net<br> loss	$	(663,921	)	$	(372,436	)	$	(291,485	)

Revenues

Aggregate revenues for the six months ended March 31, 2022 were $1,304,320, compared to revenues of $1,133,545 during the six months ended March 31, 2021, an increase of $170,775, or 15%. The increase in revenue was due to the Nevada tourism market beginning to open up again and our customers’ cash flows improved during the current period.

Costof Sales

Cost of sales for the six months ended March 31, 2022 were $818,633, compared to $837,800 during the six months ended March 31, 2021, a decrease of $19,167, or 2%. Cost of sales consists primarily of labor, depreciation, maintenance on lab equipment, and supplies consumed in our testing operations. The decreased cost of sales in the current period was primarily due to our decrease in outsourcing to other labs. Our gross margins of approximately 37% and 26% during the six months ended March 31, 2022 and 2021, respectively, translated to $189,942 of increased gross profit in the current period.

Generaland Administrative Expenses

General and administrative expenses for the six months ended March 31, 2022 were $476,434, compared to $437,011 during the six months ended March 31, 2021, an increase of $39,423, or 9%. The expenses consisted primarily of marketing, rent, salaries and wages, and travel expenses. General and administrative expenses included non-cash, stock-based compensation of $0 and $33,904 during the six months ended March 31, 2022 and 2021, respectively. General and administrative expenses increased due primarily to increased corporate overhead activities offset by the discontinuation of rents on warehouse space that we were previously subleasing.

ProfessionalFees

Professional fees for the six months ended March 31, 2022 were $554,861, compared to $222,363 during the six months ended March 31, 2021, an increase of $332,498, or 150%. Professional fees included non-cash, stock-based compensation of $202,143 and $97,077 during the six months ended March 31, 2022 and March 31, 2021, respectively. Professional fees increased primarily due to increased use of corporate consulting services during the current period.

Changein Allowance for Doubtful Accounts

Our change in allowance for doubtful accounts resulted in $2,123 of income for the six months ended March 31, 2022, compared to $17,985 during the six months ended March 31, 2021, a decrease of $15,862, or 88%. Our change in allowance for doubtful accounts improved during the current period primarily as our allowance for doubtful accounts decreased from $96,285 to $88,711 during the period, as the Nevada tourism market began to open up again and our customers’ cash flows improved.

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OperatingLoss

Our operating loss for the six months ended March 31, 2022 was $543,485, compared to $345,644 during the six months ended March 31, 2021, an increase of $197,841, or 57%. Our operating loss increased primarily due to a large increase in professional fees.

OtherExpense

Other expense, on a net basis, for the six months ended March 31, 2022 was $120,436, compared to other expense, on a net basis, of $26,792 during the six months ended March 31, 2021, a net increase of $93,644. Other expense consisted of $145,111 of interest expense, as offset by interest income of $15,295, compared to $65,434 of interest expense, as offset by a gain on early extinguishment of debt in the amount of $40,338 and a gain on the distribution of $7,580 of previously impaired inventory to our former CEO, during the six months ended March 31, 2021.

NetLoss

Net loss for the six months ended March 31, 2022 was $663,921, compared to $372,436 during the six months ended March 31, 2021, an increase of $291,485, or 78%. The increased net loss was due primarily to larger professional fees and an increase in other expenses.

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Liquidityand Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six-month periods ended March 31, 2022 and 2021:

	2022			2021
Operating<br> Activities	$	(190,286	)	$	(94,603	)
Investing<br> Activities		(777,868	)		(1,206	)
Financing<br> Activities		754,991			126,766
Net<br> Decrease in Cash	$	(213,163	)	$	30,957

Net Cash Used in Operating Activities

During the six months ended March 31, 2022, net cash used in operating activities was $190,286, compared to net cash used in operating activities of $94,603 for the same period ended March 31, 2021. The increase in cash used in operating activities was primarily attributable to our increased net loss.

Net Cash Used in Investing Activities

During the six months ended March 31, 2022, net cash used in investing activities was $777,868, compared to $1,206 for the same period ended March 31, 2022. The increase in cash used in investing was a result of secured loans we made to C3 Labs, Inc. in connection with a potential acquisition. On March 11, 2022, the Company notified C3 Labs of its termination of the letter of intent. The Company is currently in possession of equipment of C3 Labs, which it is in the process of liquidating. The Company anticipates that the proceeds of such liquidation will be sufficient to repay the Company in full all amounts owed to it by C3 Labs under the secured loans.

Net Cash Provided by Financing Activities

During the six months ended March 31, 2022, net cash provided by financing activities was $754,991, compared to net cash provided by financing activities of $126,766 for the same period ended March 31, 2021. The current period consisted primarily of $390,000 of proceeds received on debt financing, $407,243 proceeds from convertible debt financing, proceeds of $55,600 from the sale of preferred stock, as offset by $28,317 of principal payments on an equipment lease and $16,557 of principal payments on an equipment loan, compared to $110,000 of net proceeds received on convertible debt financing, $40,000 of proceeds from short term advances and proceeds of $20,250 from the sale of stock, as offset by $26,769 of principal payments on an equipment lease and $16,715 of principal payments on an equipment loan in the comparative period.

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Abilityto Continue as a Going Concern

As of March 31, 2022, our balance of cash on hand was $82,769, and we had negative working capital of $1,598,387 and an accumulated deficit of $18,615,574 resulting from recurring losses. We currently may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations and expand our lab testing business. As we continue to develop our lab testing business and attempt to expand operational activities, we expect to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs.

The Company has incurred recurring losses from operations resulting in an accumulated deficit, and, as set forth above, the Company’s cash on hand is not sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-BalanceSheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

CriticalAccounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables.

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Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item

ITEM

4. CONTROLS AND PROCEDURES.

DisclosureControls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changesin Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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PART

II - OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS.

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM

1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item

ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following issuances of equity securities by the Company were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act of 1933 during the six-month period ended March 31, 2022:

Common Stock Issued for Services

On February 11, 2022, the Company issued 2,166,667 shares of its common stock in exchange for services rendered to the Company by third party consultants, with a total fair value $65,000 based on the closing price of the Company’s common stock on the dates of grant.

On February 11, 2022, the Company issued 250,000 shares of its common stock to settle outstanding payables in the amount of $7,500.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM

4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM

5. OTHER INFORMATION.

None.

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ITEM

6. EXHIBITS.

Exhibit	Description
2.1	Stock Purchase Agreement between Digipath, Inc., VSSL Enterprises Ltd., Kyle Joseph Remenda, Philippe Olivier Henry, PhD, Audim Ventures Ltd. and Britt Ash Enterprises Ltd., dated March 9, 2020 (incorporated by reference to Exhibit 2.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on March 16, 2020)
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.2	Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.3	Certificate of Amendment to Articles of Incorporation dated April 4, 2014 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.4	Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series A Convertible Preferred Stock dated April 9, 2014 (incorporated by reference to Exhibit 3.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.5	Certificate of Amendment to Articles of Incorporation dated May 22, 2015 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 26, 2015)
3.6	Certificate of Amendment to Articles of Incorporation dated May 14, 2019 (incorporated by reference to Exhibit 3.6 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 13, 2019)
3.7	Certificate of Designations of the Series B Preferred Stock dated December 29, 2021 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on January 6, 2022)
4.1	Form of 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)
4.2	Form of 8% Senior Secured Convertible Notes due September 23, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 26, 2019)
4.3	9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.3 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)
4.4	9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)
4.5	9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.5 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)
4.6	Form of Amendment to 9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on January 6, 2021)
31.1*	Section 302 Certification of Principal Executive Officer
31.2*	Section 302 Certification of Principal Financial Officer
32.1*	Section 906 Certification of Principal Executive Officer
32.2*	Section 906 Certification of Principal Financial Officer
101.INS*	XBRL<br> Instance Document
101.SCH*	XBRL<br> Schema Document
101.CAL*	XBRL<br> Calculation Linkbase Document
101.DEF*	XBRL<br> Definition Linkbase Document
101.LAB*	XBRL<br> Labels Linkbase Document
101.PRE*	XBRL<br> Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL<br>document)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 16, 2022

DIGIPATH,<br> INC.
By:	/s/ Todd Denkin
Name:	Todd<br> Denkin
Title:	Chief<br> Executive Officer
By:	/s/ A. Stone Douglass
Name:	A.<br> Stone Douglass
Title:	Chief<br> Financial Officer

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EXHIBIT31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd Denkin, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022 of Digipath, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br> Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, is made known to us by others within those entities, particularly during the<br> period in which this report is being prepared;
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b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting.
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5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
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b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the small business issuer’s internal control over financial reporting.
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Dated: May 16, 2022

/s/<br> Todd Denkin
Todd<br> Denkin, Principal Executive Officer
(Principal<br> Executive Officer)

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EXHIBIT31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. Stone Douglass, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022 of Digipath, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br> Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, is made known to us by others within those entities, particularly during the<br> period in which this report is being prepared;
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b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting.
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5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
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b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the small business issuer’s internal control over financial reporting.
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Date: May 16, 2022

/s/<br> A. Stone Douglass
A.<br> Stone Douglass, Chief Financial Officer
(Principal<br> Financial Officer)

Exhibit32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Digipath, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2022 (the “Report”) I, Todd Denkin, Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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Dated: May 16, 2022

/s/<br> Todd Denkin
Todd<br> Denkin, Principal Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Exhibit32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Digipath, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2022 (the “Report”) I, A. Stone Douglass, Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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Dated: May 16, 2022

/s/<br> A. Stone Douglass
A.<br> Stone Douglass, Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.