10-Q - FUNI - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-Q

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

ForQuarterly Period Ended December 31, 2020

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

Forthe transition period from __________ to __________

CommissionFile 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	[X]	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	[X]	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	[X]	Smaller<br> reporting company	[X]
		Emerging<br> growth company	[X]

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	[X]

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 February 12, 2021 was 64,065,390.

TABLEOF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION
ITEM<br> 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Condensed Consolidated Balance Sheets as of December 31, 2020 (Unaudited) and September 30, 2020	3
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2020 and 2019 (Unaudited)	4
	Consolidated<br> Statements of Stockholders’ Equity (Deficit) for the Three Months Ended December 31, 2020 and 2019 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019 (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	21
ITEM<br> 4.	CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION
ITEM<br> 1.	Legal Proceedings	23
ITEM<br> 1A.	RISK FACTORS	23
ITEM<br> 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM<br> 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM<br> 4.	MINE SAFETY DISCLOSURES	23
ITEM<br> 5.	OTHER INFORMATION	23
ITEM<br> 6.	EXHIBITS	24
	SIGNATURES	25

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PARTI – FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS.

DIGIPATH,INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED BALANCE SHEETS

			September 30,
			2020

Assets
Current assets:
Cash	79,070		$	82,749
Accounts receivable, net	130,259			242,145
Other current assets	45,222			53,673
Deposits	18,675			18,675
Total current assets	273,226			397,242
Right-of-use asset	483,200			505,706
Fixed assets, net	802,140			885,405
Total Assets	1,558,566		$	1,788,353
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	460,088		$	387,946
Accrued expenses	159,887			163,152
Short term advances	50,112			50,112
Current portion of operating lease liabilities	86,889			84,731
Current portion of finance lease liabilities	34,053			32,532
Current maturities of notes payable	55,102			54,317
Total current liabilities	846,131			772,790
Non-current liabilities:
Operating lease liabilities	401,170			423,752
Finance lease liabilities	11,912			20,379
Notes payable	404,833			418,907
Convertible notes payable, net of discounts of -0- and 8,322 at December 31, 2020 and September 30, 2020, respectively	1,200,000			1,241,678
Total non-current liabilities	2,017,915			2,104,716
Total Liabilities	2,864,046			2,877,506
Stockholders’ Equity (Deficit):
Series A convertible preferred stock, 0.001 par value, 10,000,000 shares authorized; 1,325,942 shares issued and outstanding	1,326			1,326
Common stock, 0.001 par value, 250,000,000 shares authorized; 64,065,390 and 58,270,567 shares issued and outstanding at December 31, 2020 and September 30, 2020, respectively	64,065			58,271
Additional paid-in capital	16,284,916			16,116,400
Accumulated (deficit)	(17,655,787	)		(17,265,150	)
Total Stockholders’ Equity (Deficit)	(1,305,480	)		(1,089,153	)
Total Liabilities and Stockholders’ Equity (Deficit)	1,558,566		$	1,788,353

All values are in US Dollars.

See accompanying notes to financial statements.

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DIGIPATH,INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	December 31,
	2020			2019
Revenues	$	500,385		$	808,930
Cost of sales		420,885			405,481
Gross profit		79,500			403,449
Operating expenses:
General and administrative		225,050			388,432
Professional fees		114,544			183,633
Bad debts expense		88,170			43,250
Total operating expenses		427,764			615,315
Operating loss		(348,264	)		(211,866	)
Other income (expense):
Other income		-			21,000
Interest expense		(42,373	)		(29,561	)
Total other income (expense)		(42,373	)		(8,561	)
Net loss	$	(390,637	)	$	(220,427	)
Weighted average number of common shares outstanding - basic and fully diluted		58,423,853			48,372,600
Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.00	)

See accompanying notes to financial statements.

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DIGIPATH,INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	For the Three Months Ended December 31, 2019
	Series A Convertible								Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Equity (Deficit)
Balance, September 30, 2019		1,325,942	$	1,326		48,361,433	$	48,361	$	15,331,839	$	(14,955,660	)	$	425,866
Common stock issued for services		-		-		171,233		172		24,578		-			24,750
Common stock options issued for services		-		-		-		-		17,677		-			17,677
Net loss for the three months ended December 31, 2019		-		-		-		-		-		(220,427	)		(220,427	)
Balance, December 31, 2019		1,325,942	$	1,326		48,532,666	$	48,533	$	15,374,094	$	(15,176,087	)	$	247,866
	For the Three Months Ended December 31, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Series A Convertible								Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Equity (Deficit)
Balance, September 30, 2020		1,325,942	$	1,326		58,270,567	$	58,271	$	16,116,400	$	(17,265,150	)	$	(1,089,153	)
Common stock sold for cash		-		-		900,000		900		19,350		-			20,250
Common stock issued for debt conversions		-		-		3,666,668		3,666		106,334		-			110,000
Common stock issued for services		-		-		1,228,155		1,228		25,772		-			27,000
Common stock options issued for services		-		-		-		-		17,060		-			17,060
Net loss for the three months ended December 31, 2020		-		-		-		-		-		(390,637	)		(390,637	)
Balance, December 31, 2020		1,325,942	$	1,326		64,065,390	$	64,065	$	16,284,916	$	(17,655,787	)	$	(1,305,480	)

See accompanying notes to financial statements.

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DIGIPATH,INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	December 31,
	2020			2019
Cash flows from operating activities
Net loss	$	(390,637	)	$	(220,427	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in allowance for doubtful accounts		88,170			43,250
Depreciation and amortization expense		83,265			70,874
Stock issued for services		27,000			24,750
Options and warrants granted for services		17,060			17,677
Amortization of debt discounts		8,322			8,321
Decrease (increase) in assets:
Accounts receivable		23,716			(146,062	)
Other current assets		8,451			19,663
Inventory		-			(37,900	)
Deposits		-			26,057
Right-of-use assets		22,506			47,376
Increase (decrease) in liabilities:
Accounts payable		72,142			77,842
Accrued expenses		(3,265	)		(48,947	)
Lease liabilities		(20,424	)		(46,398	)
Net cash used in operating activities		(63,694	)		(163,924	)
Cash flows from investing activities
Purchase of fixed assets		-			(90,315	)
Net cash used in investing activities		-			(90,315	)
Cash flows from financing activities
Proceeds from short term advances		-			25,000
Principal payments on finance lease		(6,946	)		(25,843	)
Principal payments on note payable, equipment financing		(13,289	)		-
Proceeds from convertible notes		60,000			-
Proceeds from sale of common stock		20,250			-
Net cash provided by (used in) financing activities		60,015			(843	)
Net decrease in cash		(3,679	)		(255,082	)
Cash - beginning		82,749			323,739
Cash - ending	$	79,070		$	68,657
Supplemental disclosures:
Interest paid	$	14,179		$	7,125
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Fixed assets acquired with capitalized finance lease	$	-		$	99,193
Fixed assets acquired with note payable, equipment financing	$	-		$	291,931
Value of shares issued for conversion of debt	$	110,000		$	-

See accompanying notes to financial statements.

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DIGIPATH,INC. AND SUBSIDIARIES

Notesto 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 and countries 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, 2020. 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 December 31, 2020:

	Jurisdiction<br> of
Name<br> of Entity^(1)^	Incorporation	Relationship
Digipath,<br> Inc.^(2)^	Nevada	Parent
Digipath<br> Labs, Inc.	Nevada	Subsidiary
TNM<br> News, Inc.	Nevada	Subsidiary
Digipath<br> Labs S.A.S.^(3)^	Colombia	Subsidiary
VSSL<br> Enterprises, Ltd.^(4)^	Canada	Subsidiary

^(1)^	All<br> entities are in the form of a corporation.
^(2)^	Holding<br> company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc.,<br> the parent company.
^(3)^	Formed<br> during the first fiscal quarter of 2019, but has not yet commenced significant operations.
^(4)^	Acquired<br> on March 11, 2020.

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.

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

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 sale of lab testing services through our subsidiary Digipath Labs, Inc.

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.

Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements

There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

Note2 – Going Concern

As shown in the accompanying condensed consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $17,655,787, negative working capital of $572,905, and as of December 31, 2020, the Company’s cash on hand may not be 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 accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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 – Related Party Transactions

Common Stock Sold for Cash

On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250.

Common Stock Issued for Services

On December 25, 2020, the Company issued 728,155 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Note4 – Fair Value of Financial Instruments

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.

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 December 31, 2020 and September 30, 2020, respectively:

	Fair Value Measurements at December 31, 2020
	Level 1		Level 2			Level 3
Assets
Cash	$	79,070	$	-		$	-
Total assets		79,070		-			-
Liabilities
Short term advances		-		50,112			-
Lease liabilities		-		-			534,024
Notes payable		-		459,935			-
Convertible notes payable		-		-			1,200,000
Total liabilities		-		510,047			1,734,024
	$	79,070	$	(510,047	)	$	(1,734,024	)

---	---	---	---	---	---	---	---
		Level 2			Level 3
Assets
Cash	82,749	$	-		$	-
Total assets	82,749		-			-
Liabilities
Short term advances	-		50,112			-
Lease liabilities	-		-			561,394
Notes payable	-		473,224			-
Convertible notes payable, net of discounts of 8,322	-		-			1,241,678
Total liabilities	-		523,336			1,803,072
	82,749	$	(523,336	)	$	(1,803,072	)

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.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Level 3 liabilities consist of lease liabilities and a total of $1,200,000 of convertible debentures and $1,250,000 of convertible debentures, net of discounts of $8,322, as of December 31, 2020 and September 30, 2020, respectively.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended December 31, 2020 or the year ended September 30, 2020.

Note5 – Accounts Receivable

Accounts receivable was $130,259 and $242,145 at December 31, 2020 and September 30, 2020, respectively, net of allowance for uncollectible accounts of $216,302 and $128,944 at December 31, 2020 and September 30, 2020, respectively.

Note6 – Other Current Assets

Other current assets consist of the following:

	December 31,		September 30,
	2020		2020
Prepaid expenses	$	39,901	$	48,151
Other receivable		5,321		5,522
Total other current assets	$	45,222	$	53,673

Note7 – Fixed Assets

Fixed assets consist of the following at December 31, 2020 and September 30, 2020:

	December 31,			September 30,
	2020			2020
Software	$	124,697		$	124,697
Office equipment		74,777			74,777
Furniture and fixtures		29,879			29,879
Lab equipment		1,398,716			1,398,716
Leasehold improvements		494,117			494,117
Lab equipment held under capital leases		99,193			99,193
		2,221,379			2,221,379
Less: accumulated depreciation		(1,419,239	)		(1,335,974	)
Total	$	802,140		$	885,405

Depreciation and amortization expense totaled $83,265 and $70,874 for the three months ended December 31, 2020 and 2019, respectively.

Note8 – Leases

The Company leases its operating and office facility under a non-cancelable 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.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

The components of lease expense were as follows:

	For the Three
	Months Ended
	December 31,
	2020
Operating lease cost	$	29,718
Finance lease cost:
Amortization of assets		6,946
Interest on lease liabilities		2,330
Total lease cost	$	38,994

Supplemental balance sheet information related to leases was as follows:

	December 31,
	2020
Operating leases:
Operating lease assets	$	483,200
Current portion of operating lease liabilities	$	86,889
Noncurrent operating lease liabilities		401,170
Total operating lease liabilities	$	488,059
Finance lease:
Equipment, at cost	$	99,193
Accumulated amortization		(24,798	)
Equipment, net	$	74,395
Current portion of finance lease liability	$	34,053
Noncurrent finance lease liability		11,912
Total finance lease liability	$	45,965
Weighted average remaining lease term:
Operating leases		4.67 years
Finance leases		1.30 years
Weighted average discount rate:
Operating leases		5.75	%
Finance lease		18.41	%

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

	For the Three
	Months Ended
	December 31,
	2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	20,424
Financing cash flows used for finance leases	$	6,946
Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	528,616
Total finance lease liabilities	$	99,193

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

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-cancelable operating leases as of December 31, 2020:

Fiscal Year Ending	Minimum Lease
September 30,	Commitments
2021*	$	84,147
2022		115,550
2023		119,468
2024		123,543
2025		116,891
	$	559,599

* Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021.

Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at December 31, 2020:

	Finance
	Leases
2021*	$	30,921
2022		21,644
Total minimum lease payments		52,565
Less interest		6,600
Present value of lease liabilities		45,965
Less current portion		34,053
Long-term lease liabilities	$	11,912

* Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021.

Note9 – Short Term Advances

Short term advances consist of the following at December 31, 2020 and September 30, 2019, respectively:

		September 30,
		2020
On July 20, 2020, we received 30,112 as a short-term loan from one of our convertible noteholders. The loan bears interest at the rate of 8.0% per annum.	30,112	$	30,112
On January 21, 2020, we received 20,000 as a short-term loan from one of our convertible noteholders. No interest expense was recognized.	20,000		20,000
On December 26, 2019, we received 25,000 as a short-term loan from one of our convertible noteholders. The advance was subsequently repaid on February 6, 2020. No interest expense was recognized.	-		-
Total short term advances	50,112	$	50,112

All values are in US Dollars.

The Company recorded interest expense pursuant to the stated interest rates on the short term loans in the amount of $1,023 for the three months ended December 31, 2020.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Note10 –Notes Payable

Notes payable consists of the following at December 31, 2020 and September 30, 2019, respectively:

			September 30,
			2020
On June 22, 2020, the Company, borrowed 40,114 from Cross River Bank, pursuant to a Promissory Note issued by the Company to Cross River Bank (the “Company PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “Payroll Protection Program”). The Company PPP Note carried interest at 1.00% per annum, payable monthly beginning December 22, 2020, and was due on June 22, 2025. The Digipath, Inc. Subsequent to the end of the quarter ended December 31, 2021, PPP Note and interest was forgiven by the Small Business Administration (“SBA”) on January 12, 2021.	40,114		$	40,114
On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc. (“Labs”), borrowed 179,920 from WebBank Corp, pursuant to a Promissory Note issued by Labs to WebBank Corp (the “Labs PPP Note”). The loan was made pursuant to the Payroll Protection Program. The Labs PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The Labs PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, Labs will be eligible for loan forgiveness up to the full amount of the Labs PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that Labs spends during the 8-week period beginning May 13, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 25% of the amount of the Labs PPP Note. No assurance is provided that Labs will obtain forgiveness under the Labs PPP Note in whole or in part.	179,920			179,920
On 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 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 term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment.	239,901			253,190
Total notes payable	459,935			473,224
Less: current maturities	(55,102	)		(54,317	)
Notes payable	404,833		$	418,907

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 $4,131 and $3,819 during the three months ended December 31, 2020 and 2019, respectively.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Note11 – Convertible Notes Payable

Convertible notes payable consists of the following at December 31, 2020 and September 30, 2020, respectively:

		September 30,
		2020
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal 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 of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price was amended 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 obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder 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 February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note 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 into shares of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price 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. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 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 share.	150,000		150,000
On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal 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 of the Company’s common stock at a conversion price of 0.15 per share. On December 28, 2020, the conversion price was amended to 0.03 per share in exchange for an additional 50,000 of proceeds that were received on January 4, 2021, and the promissory note was increased to 400,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 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 share.	300,000		350,000
On September 23, 2019, the Company received proceeds of 200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion 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 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.	200,000		200,000
On November 8, 2018, the Company received proceeds of 350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion 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 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. A total of 4,066 of interest was repaid during the year ended September 30, 2019.	350,000		350,000
On November 5, 2018, the Company received proceeds of 150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion 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 10, 2022 and the conversion price was amended to 0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc.	150,000		150,000
Total convertible notes payable	1,200,000		1,250,000
Less: unamortized debt discounts	-		(8,322	)
	1,200,000		1,241,678
Less: current maturities	-		-
Convertible notes payable	1,200,000	$	1,241,678

All values are in US Dollars.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

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 $70,964. 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 $-0- and $8,322 during the three months ended December 31, 2020 and 2019, respectively.

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 $26,567 and $14,115 for the three months ended December 31, 2020 and 2019, respectively.

The Company recognized interest expense for the three months ended December 31, 2020 and 2019, respectively, as follows:

	December 31,		December 31,
	2020		2019
Interest on short term loans	$	1,023	$	-
Interest on capital leases		2,330		3,306
Interest on notes payable		4,131		3,819
Amortization of beneficial conversion features		8,322		8,321
Interest on convertible notes		26,567		14,115
Total interest expense	$	42,373	$	29,561

Note12 - Changes in Stockholders’ Equity

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”), with the remaining 4,000,000 shares available for designation from time to time by the Board as set forth below. As of December 31, 2020, there were 1,325,942 shares of Series A 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.

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 1,325,942 shares of Series A Preferred outstanding at December 31, 2020 are convertible into 6,629,710 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.

Common Stock

Common stock consists of $0.001 par value, 250,000,000 shares authorized, of which 64,065,390 shares were issued and outstanding as of February 12, 2021.

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Common Stock Sales

On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250.

Debt Conversions

On December 29, 2020, the three holders of the Company’s 9% Secured Convertible Notes converted debt in the aggregate original principal amount of $110,000 into an aggregate of 3,666,668 shares at a conversion price of $0.03 per share.

Common Stock Issued for Services

On December 28, 2020, the Company issued 500,000 shares of common stock to a consultant for services rendered pursuant to his consulting agreement. The aggregate fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period.

Amortization of Stock-Based Compensation

A total of $17,060 of stock-based compensation expense was recognized from the amortization of options and warrants over their vesting period during the three months ended December 31, 2020.

Note13 – 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.

A total of 2,820,000 options were outstanding as of December 31, 2020. During the three months ended December 31, 2020, options to purchase an aggregate total of 750,000 shares of common stock at a weighted average exercise price of $0.10 per share expired.

Note14 – Common Stock Warrants

Warrants to purchase a total of 3,877,024 shares of common stock were outstanding as of December 31, 2020.

During the three months ended December 31, 2020, warrants to purchase an aggregate total of 397,245 shares of common stock at a weighted average exercise price of $0.26 per share expired.

Note15 – Other Income (Expense)

Other income (expense) for the three months ended December 31, 2020 and 2019 consisted of the following:

	December 31,
	2020			2019
Rental income on subleases	$	-		$	21,000
Interest expense		(42,373	)		(29,561	)
	$	(42,373	)	$	(8,561	)

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DIGIPATH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated FinancialStatements

(Unaudited)

Note16 - Income Tax

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the three months ended December 31, 2020 and the year ended September 30, 2020, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2020, the Company had approximately $13,056,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2020 and September 30, 2020, respectively.

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note17 – Subsequent Events

Debt Forgiveness

On January 12, 2021, the Company PPP Note and interest in the principal amount of $40,114 was forgiven under the Payroll Protection Program.

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ITEM2. 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 forthe year ended September 30, 2020 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K.The following discussion and analysis also should be read together with our financial statements and the notes to the financialstatements included elsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaningof the Private 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 guarantees of future performance and involve risks, uncertainties and requirements that are difficultto predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You shouldnot put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors describedin our Annual Report on Form 10-K for the year ended September 30, 2020 in the section entitled “Risk Factors” fora description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The followingshould also be read in conjunction with the unaudited Financial Statements and notes thereto 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 and countries that have legalized the sale of cannabis, beginning with California.

Resultsof Operations for the Three Months Ended December 31, 2020 and 2019:

The following table summarizes selected items from the statement of operations for the three months ended December 31, 2020 and 2019.

	Three Months Ended December 31,						Increase /
	2020			2019			(Decrease)
Revenues	$	500,385		$	808,930		$	(308,545	)
Cost of sales		420,885			405,481			15,404
Gross profit (loss)		79,500			403,449			(323,949	)
Operating expenses:
General and administrative		225,050			388,432			(163,382	)
Professional fees		114,544			183,633			(69,089	)
Bad debts expense		88,170			43,250			44,920
Total operating expenses:		427,764			615,315			(187,551	)
Operating loss		(348,264	)		(211,866	)		136,398
Total other income (expense)		(42,373	)		(8,561	)		33,812
Net loss	$	(390,637	)	$	(220,427	)	$	170,210

Revenues

Aggregate revenues for the three months ended December 31, 2020 were $500,385, compared to revenues of $808,930 during the three months ended December 31, 2019, a decrease of $308,545, or 38%. The decrease in revenue was due to the effects the COVID-19 coronavirus pandemic had on the tourism industry in Nevada during the current period.

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Costof Sales

Cost of sales for the three months ended December 31, 2020 were $420,885, compared to $405,481 during the three months ended December 31, 2019, an increase of $15,404, or 4%. Cost of sales consists primarily of labor, depreciation, maintenance on lab equipment, and supplies consumed in our testing operations. The increased cost of sales in the current period were primarily due to increased maintenance costs related to machinery failures. Our gross margins of approximately 16% and 50% during the three months ended December 31, 2020 and 2019, respectively, translated to $323,949 of decreased gross profit in the current period. Our margins were significantly affected by the decline in revenues, given our inability to cut fixed costs, including rent, depreciation and maintenance contracts on our lab equipment.

Generaland Administrative Expenses

General and administrative expenses for the three months ended December 31, 2020 were $225,050, compared to $388,432 during the three months ended December 31, 2019, a decrease of $163,382, or 42%. The expenses consisted primarily of marketing, rent, salaries and wages, and travel expenses. General and administrative expenses included non-cash, stock-based compensation of $16,952 and $18,400 during the three months ended December 31, 2020 and 2019, respectively. General and administrative expenses decreased due primarily to decreased corporate overhead activities and the discontinuation of rents on warehouse space that we were previously subleasing.

ProfessionalFees

Professional fees for the three months ended December 31, 2020 were $114,544, compared to $183,633 during the three months ended December 31, 2019, a decrease of $69,089, or 38%. Professional fees included non-cash, stock-based compensation of $27,108 and $24,027 during the three months ended December 31, 2020 and December 31, 2019, respectively. Professional fees decreased primarily due to decreased consulting services during the current period as we focused primarily on the lab operations during the current period.

BadDebts Expense

Bad debts expense for the three months ended December 31, 2020 was $88,170, compared to $43,250 during the three months ended December 31, 2019, an increase of $44,920, or 104%. Bad debts expense increased during the current period primarily as our allowance for doubtful accounts increased from $128,944 to $216,302 during the quarter.

OperatingLoss

Our operating loss for the three months ended December 31, 2020 was $348,264, compared to $211,866 during the three months ended December 31, 2019, an increase of $136,398, or 64%. Our operating loss increased primarily due to decreased gross profits, as diminished partly by overhead cost savings, as we focused all of our efforts on operating the lab due to the effects of Covid-19 during the three months ended December 31, 2020, compared to the three months ended December 31, 2019.

OtherIncome (Expense)

Other expense, on a net basis, for the three months ended December 31, 2020 was $42,373, compared to other expense, on a net basis, of $8,561 during the three months ended December 31, 2019, a net increase of $33,812. Other expense consisted of $42,373 of interest expense, compared to $29,561 of interest expense, as offset by $21,000 of sublet rental income, during the three months ended December 31, 2019.

NetLoss

Net loss for the three months ended December 31, 2020 was $390,637, compared to $220,427 during the three months ended December 31, 2019, an increase of $170,210, or 77%. The increased net loss was due primarily to reductions in gross profits due to decreased gross profits, as diminished partly by overhead cost savings, as we focused all of our efforts on operating the lab due to the effects of Covid-19, as described above, in addition to increased interest on debt financing during the three months ended December 31, 2020, compared to the three months ended December 31, 2019.

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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 three-month periods ended December 31, 2020 and 2019:

	2020			2019
Operating Activities	$	(63,694	)	$	(163,924	)
Investing Activities		-			(90,315	)
Financing Activities		60,015			(843	)
Net Increase (Decrease) in Cash	$	(3,679	)	$	(255,082	)

Net Cash Used in Operating Activities

During the three months ended December 31, 2020, net cash used in operating activities was $63,694, compared to net cash used in operating activities of $163,924 for the same period ended December 31, 2019. The decrease in cash used in operating activities was primarily attributable to our improved collection efforts on our outstanding receivables, as offset in part by our increased net loss.

Net Cash Used in Investing Activities

We did not engage in investing activities during the three months ended December 31, 2020. During the three months ended December 31, 2019, net cash used in investing activities was $90,315, consisting of investments made for cannabis testing equipment and the purchase of VSSL Enterprises, Ltd.

Net Cash Provided by (Used in) Financing Activities

During the three months ended December 31, 2020, net cash provided by financing activities was $60,015, compared to net cash used in financing activities of $843 for the same period ended December 31, 2019. The current period consisted primarily of $60,000 of proceeds received on convertible note financing, proceeds of $20,250 from the sale of stock, as offset by $6,946 of principal payments on an equipment lease and $13,289 of principal payments on an equipment loan, compared to $25,843 of principal finance lease payments on equipment, as offset by $25,000 of proceeds received on a short term advance in the comparative period.

Abilityto Continue as a Going Concern

As of December 31, 2020, our balance of cash on hand was $79,070. 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.

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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

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.

ITEM3. 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

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ITEM4. CONTROLS AND PROCEDURES.

DisclosureControls and Procedures

Our management, with the participation of our Interim President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. 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 December 31, 2020, our Interim President and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were 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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PARTII - OTHER INFORMATION

ITEM1. 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.

ITEM1A. 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

ITEM2. 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 three-month period ended December 31, 2020:

Common Stock Sold For Cash

On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250.

Common Stock Issued for Debt Conversions

On December 29, 2020, the Company and the three holders of its 9% Secured Convertible Notes converted debt in the aggregate original principal amount of $110,000 into an aggregate 3,666,668 shares at a conversion rate of $0.03 per share.

Common Stock Issued for Services

On December 25, 2020, we issued 728,155 shares of common stock, restricted in accordance with Rule 144, to our CFO for services rendered pursuant to his employment agreement.

On December 28, 2020, we issued 500,000 shares of common stock, restricted in accordance with Rule 144, to a consultant for services.

ITEM3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM5. OTHER INFORMATION.

None.

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ITEM6. 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)
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

* 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: February 12, 2021

DIGIPATH,<br> INC.
By:	/s/ Dennis Hartmann
Name:	Dennis<br> Hartmann
Title:	Interim<br> President and Director
By:	/s/ Todd Peterson
Name:	Todd<br> Peterson
Title:	Chief<br> Financial Officer and Secretary

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EXHIBIT 31.1

CERTIFICATION OF INTERIM PRESIDENT 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, Dennis Hartmann, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2020 of Digipath, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: February 12, 2021

/s/ Dennis Hartmann
Dennis Hartmann, Interim President
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF 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, Todd Peterson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2020 of Digipath, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: February 12, 2021

/s/ Todd Peterson
Todd Peterson, Chief Financial Officer
(Principal 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 December 31, 2020 (the “Report”) I, Dennis Hartmann, Interim President 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2021

/s/ Dennis Hartmann
Dennis Hartmann, Interim President

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.

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 December 31, 2020 (the “Report”) I, Todd Peterson, 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2021

/s/ Todd Peterson
Todd Peterson, Chief Financial Officer