United States securities and exchange commission logo
February 8, 2022
Todd Denkin
President
Digipath, Inc.
6450 Cameron St
Las Vegas, Nevada 89118
Re: Digipath, Inc.
Form 10-K for the
Fiscal Year Ended September 30, 2021
Filed December 29,
2021
File No. 000-54239
Dear Mr. Denkin:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 19
1. Please confirm your
disclosure of an Evaluation Date of September 30, 2020 is a
typographical error and
the evaluation date was actually September 30, 2021. In future
filings, please ensure
you use the correct Evaluation Date in your disclosures.
2. We note your disclosure
of material weaknesses in internal control over financial
reporting and we also
note that the material weaknesses pertain to the recognition and
measurement of the
financial statements. As such, please tell us the basis for
management's conclusion
that disclosure controls and procedures were effective. If this is
a typographical or
other error and management concluded disclosure controls and
procedures were not
effective as of the Evaluation Date, please advise us of this fact and
ensure you accurately
disclose management s conclusions in future filings.
Todd Denkin
Digipath, Inc.
February 8, 2022
Page 2
Management's Annual Report on Internal Control Over Financial Reporting, page
19
3. Given your identification and disclosure of material weaknesses in
internal control over
financial reporting (ICFR), management is required to conclude and
state in its report that
internal control over financial reporting is ineffective. Refer to
Item 308(a)(3) of
Regulation S-K. Thus, please explain your disclosure that ICFR is
effective as of the
Evaluation Date. If your disclosure that ICRF was effective is a
typographical or other
error and should have indicated that ICFR was ineffective, please
advise us of this fact and
in future filings please ensure your conclusion regarding the
effectiveness of ICFR is
consistent with whether you have identified material weaknesses in
ICFR.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robyn Manuel at 202-551-3823 or Adam Phippen at 202-551-
3336 with any questions.
FirstName LastNameTodd Denkin Sincerely,
Comapany NameDigipath, Inc.
Division of
Corporation Finance
February 8, 2022 Page 2 Office of Trade
& Services
FirstName LastName