The information contained in this Form 10-Q is intended to update the
information contained in our Annual Report on Form 10-K for the year ended
September 30, 2022 and presumes that readers have access to, and will have read,
the "Management's Discussion 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 financial statements included elsewhere in

this
Form 10-Q.



The following discussion contains certain statements that may be deemed
"forward-looking statements" within the meaning of 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 difficult to predict or are beyond our control.
Forward-looking statements speak only as of the date of this quarterly report.
You should not put undue reliance on any forward-looking statements. We strongly
encourage investors to carefully read the factors described in our Annual Report
on Form 10-K for the year ended September 30, 2022 in the section entitled "Risk
Factors" for a 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 following should 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 that have legalized the
sale of cannabis, beginning with California.



Results of Operations for the Three Months Ended December 31, 2022 and 2021:

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





                                                Three Months Ended December 31,           Increase /
                                                  2022                   2021             (Decrease)
Revenues                                    $        726,755       $        699,585     $       27,170
Cost of sales                                        422,835                422,601                234
Gross profit                                         303,920                276,984             26,936

Operating expenses:
General and administrative                           306,483                240,964             65,519
Professional fees                                     69,969                255,749           (185,780 )

Change in allowance for doubtful accounts             13,685               

 (2,139 )           15,824
Total operating expenses:                            390,137                494,574           (104,437 )

Operating loss                                       (86,217 )             (217,590 )          131,373

Total other income (expense)                        (154,113 )              (60,013 )          (94,100 )

Net loss                                    $       (240,330 )     $       (277,603 )   $       37,273




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Revenues


Aggregate revenues for the three months ended December 31, 2022 were $726,775, compared to revenues of $699,585 during the three months ended December 31, 2021, an increase of $27,170 or 4%. The increase in revenue was due to the increase in tourism in Nevada during the current period and our customers' improved cash flows, in comparison to the prior year period.





Cost of Sales



Cost of sales for the three months ended December 31, 2022 were $422,835,
compared to $422,601 during the three months ended December 31, 2021, an
increase of $234. Cost of sales consists primarily of labor, depreciation,
maintenance on lab equipment, and supplies consumed in our testing operations.
Our gross margins were approximately 42% during the three months ended December
31, 2022, compared to 40% during the three months ended December 31, 2021, which
translated to $26,936 of increased gross profit. Our margins increased in the
current period due to the increase in revenues.



General and Administrative Expenses


General and administrative expenses for the three months ended December 31, 2022
were $306,483, compared to $240,964 during the three months ended December 31,
2021, an increase of $65,519, or 27%. 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 during
the three months ended December 31, 2022 and 2021, respectively. General and
administrative expenses increased primarily due to increased corporate overhead
activities and increased audit fees from Nevada's Cannabis Control Board.



Professional Fees



Professional fees for the three months ended December 31, 2022 were $69,969,
compared to $255,749 during the three months ended December 31, 2021, a decrease
of $185,780, or 73%. Professional fees included non-cash, stock-based
compensation of $8,603 and $33,457 during the three months ended December 31,
2022 and 2021, respectively. Professional fees decreased primarily due to
decreased corporate consulting services during the current period as we
decreased our focus on expansion efforts.



Change in Allowance for Doubtful Accounts





Our change in allowance for doubtful accounts for the three months ended
December 31, 2022 resulted in $13,685 of expense, compared to $2,139 of income
during the three months ended December 31, 2021, a decline of $15,824, or 740%.
Our change in allowance for doubtful accounts declined during the current period
primarily as our allowance for doubtful accounts increased from $139,279 to
$155,141 during the quarter.



Operating Loss



Our operating loss for the three months ended December 31, 2022 was $86,217,
compared to an operating loss of $217,590 during the three months ended December
31, 2021, a decrease of $131,373, or 60%. Our operating loss decreased primarily
due to our decreased professional fees.



Other Income (Expense)



Other expense, on a net basis, for the three months ended December 31, 2022 was
$154,113, compared to other expense, on a net basis, of $60,013 during the three
months ended December 31, 2021, a net increase of $94,100. Other expense
consisted of interest expense of $99,113 and an impairment on equipment of
$55,000 for the three months ended December 31, 2022.



Liquidity and 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, 2022 and 2021:



                         2022           2021
Operating Activities   $  17,234     $ (177,158 )
Investing Activities      97,334       (408,482 )
Financing Activities     (14,904 )      380,013
Net Decrease in Cash   $  99,664     $ (205,627 )




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Net Cash Provided by (Used in) Operating Activities





During the three months ended December 31, 2022, net cash provided by operating
activities was $17,234, compared to net cash used in operating activities of
$177,158 for the same period ended December 31, 2021. The increase in cash
provided by operating activities was primarily attributable to our decrease in
net loss and accounts receivable, along with increases in accounts payable

and
accrued expenses.


Net Cash Provided by (Used in) Investing Activities





During the three months ended December 31, 2022, net cash provided by investing
activities was $97,334, compared to $408,482 used in investing activities for
the same period ended December 31, 2021. The cash provided by investing
activities in the current period was a result of the sale of the collateralized
assets from the note receivable compared to cash used in investing activities
for the prior period which was a result of loans we made in connection with

a
potential acquisition.


Net Cash Provided by (Used in) Financing Activities


During the three months ended December 31, 2022, net cash used in financing
activities was $14,904, compared to net cash provided by financing activities of
$380,013 for the same period ended December 31, 2021. The current period
consisted of $14,904 of principal payments on an equipment loan, compared to
$400,000 of proceeds received on debt financing, proceeds of $55,600 from the
sale of preferred stock, as offset by $8,467 of principal payments on an
equipment lease and $14,142 of principal payments on an equipment loan and
$52,978 of principal payments made on convertible notes in the comparative
period in the prior year.



Ability to Continue as a Going Concern





As of December 31, 2022, our balance of cash on hand was $155,832, and we had
negative working capital of $1,465,346 and an accumulated deficit of $20,249,101
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-Balance Sheet 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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Critical Accounting 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 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 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.

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