Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For Quarterly Period Ended June 30, 2023

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

For the transition period from __________ to __________

Commission File Number 000-54239

Digipath, Inc.

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

Nevada

27-3601979

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6450 Cameron St Suite 113 Las Vegas, NV		89118
(Address of principal executive offices)		(zip 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

☒

☐

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

☒

☐

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 accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

Yes

☐

☒

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 August 18, 2023 was 87,096,820.

TABLE OF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022	3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended June 30, 2023 and 2022 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	24
PART II - OTHER INFORMATION		25
ITEM 1.	Legal Proceedings	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	26
	SIGNATURES	27

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DIGIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2023			September 30, 2022
	(Unaudited)
Assets

Current assets:
Cash	$	325,587		$	56,168
Note receivable		-			100,000
Other current assets		10,010			12,739
Assets held for sale - current		353,375			393,197
Total current assets		688,972			562,104

Fixed assets, net		-			55,000
Assets held for sale – long term		606,588			722,784
Total non-current assets		606,588			777,784

Total Assets	$	1,295,560		$	1,339,888

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	202,685		$	215,558
Accrued expenses		209,520			152,986
Accrued expenses – related party		7,813			192,811
Current maturities of notes payable		665,000			665,000
Current maturities of convertible notes payable, net of discounts		1,364,158			1,198,469
Current maturities of convertible notes payable related parties, net of discounts		332,007			-
Liabilities held for sale - current		474,800			529,085
Total current liabilities		3,255,983			2,953,909

Non-current liabilities:
Convertible notes payable related parties, net of discounts		-			310,272
Convertible notes payable, net of discounts and current maturities		-			174,726
Liabilities held for sale – long term		175,634			310,253
Total non-current liabilities		175,634			795,251

Total Liabilities		3,431,617			3,749,160

Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of June 30, 2023 and September 30, 2022		333,600			333,600

Stockholders’ Deficit:
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of June 30, 2023 and September 30, 2022		1,048			1,048
Series C convertible preferred stock, $0.001 par value, 1,000 shares authorized; 0 and 1,000 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively		-			1
Preferred stock value
Common stock, $0.001 par value, 250,000,000 shares authorized; 87,096,820 and 75,146,820 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		87,097			75,147
Common stock payable		-			71,745
Additional paid-in capital		17,465,264			17,117,958
Accumulated deficit		(20,023,066	)		(20,008,771	)

Total Stockholders’ Deficit		(2,469,657	)		(2,742,872	)

Total Liabilities and Stockholders’ Deficit	$	1,295,560		$	1,339,888

See accompanying notes to unaudited consolidated financial statements.

DIGIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022 revised
	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2023			2022			2023			2022 revised

Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-

Operating expenses:
General and administrative		8,815			35,711			94,013			117,846
Professional fees		86,435			74,201			262,072			624,423
Total operating expenses		95,250			109,912			356,085			742,269

Operating loss		(95,250	)		(109,912	)		(356,085	)		(742,269	)

Other income (expense):
Other Expense		-			-			(55,000	)		-
Recovery of previously written off receivables		40,000			-			175,000			-
Credit Loss		-			(358,670	)		-			(358,670	)
Interest income		-			12,386			-			37,061
Interest expense		(97,748	)		(67,560	)		(277,607	)		(204,235	)
Total other expense		(57,748	)		(413,844	)		(157,607	)		(525,844	)

Net loss from continuing operations		(152,998	)		(523,756	)		(513,692	)		(1,268,113	)
Net income (loss) from discontinued operations		446,531			(52,977	)		499,397			40,181
Net income (loss)		293,533			(576,733	)		(14,295	)		(1,227,932	)
Preferred deemed dividend		-			-			-			(192,154	)
Net income (loss) to common shareholders	$	293,533		$	(576,733	)	$	(14,295	)	$	(1,420,086	)

Weighted average number of common shares outstanding – basic		84,055,062			75,146,820			82,856,710			73,845,233
Weighted average number of common shares outstanding – fully diluted		84,055,062			75,146,820			82,856,710			73,845,233

Net loss per share from continuing operations – basic	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net income (loss) per share from discontinued operations – basic	$	0.01		$	(0.00	)	$	0.01		$	0.00
Net loss per share – basic	$	0.00		$	(0.01	)	$	(0.00	)	$	(0.02	)

Net loss per share from continuing operations – diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net income (loss) per share from discontinued operations – diluted	$	0.01		$	(0.00	)	$	0.01		$	0.00
Net loss per share – diluted	$	0.00		$	(0.01	)	$	(0.00	)	$	(0.02	)

See accompanying notes to unaudited consolidated financial statements.

DIGIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock						Common Stock				Stock			Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Payable			Capital			Deficit			Deficit

Balance, September 30, 2022		333,600	$	333,600		1,047,942	$	1,048		1,000		$	1			75,146,820	$	75,147	$	71,745		$	17,117,958		$	(20,008,771	)	$	(2,742,872	)

Issuance of common shares to settle stock payable		-		-		-		-		-			-			7,150,000		7,150		(71,745	)		64,595			-			-

Warrants issued as debt financing costs		-		-		-		-		-			-			-		-		-			93,938			-			93,938

Stock-based compensation		-		-		-		-		-			-			-		-		-			8,306			-			8,306

Net loss		-		-		-		-		-			-			-		-		-			-			(240,330	)		(240,330	)

Balance, December 31, 2022		333,600		333,600		1,047,942		1,048		1,000			1			82,296,820		82,297		-			17,284,797			(20,249,101	)		(2,880,958	)

Repurchased of preferred C stock		-		-		-		-		(1,000	)		(1	)		0		0		0			(99	)		-			(100	)

Common shares to be issued for compensation		-		-		-		-		-			-			-		-		32,120			-			-			32,120

Stock-based compensation		-		-		-		-		-			-			-		-		-			9,204			-			9,204

Net loss		-		-		-		-		-			-			-		-		-			-			(67,498	)		(67,498	)

Balance, March 31, 2023		333,600		333,600		1,047,942		1,048		-			-			82,296,820		82,297		32,120			17,293,902			(20,316,599	)		(2,907,232	)

Issuance of common shares to settle stock payable		-		-		-		-								4,400,000		4,400		(32,120	)		27,720			-			-

Issuance of common shares for services		-		-		-		-								400,000		400					2,160			-			2,560

Forgiveness of accrued compensation by members of the Board of Directors		-		-		-		-		-			-			-		-		-			138,000			-			138,000

Stock-based compensation		-		-		-		-		-			-			-		-		-			3,482			-			3,482

Net income		-		-		-		-		-			-			-		-		-			-			293,533			293,533

Balance, June 30, 2023		333,600	$	333,600		1,047,942	$	1,048		-		$	-			87,096,820	$	87,097	$	-		$	17,465,264		$	(20,023,066	)	$	(2,469,657	)

	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock						Series C Preferred Stock				Common Stock				Stock		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Payable		Revised			Revised			Deficit

Balance, September 30, 2021		-		-		1,325,942			1,326			-		-		71,230,153		71,230		-		16,825,765			(17,951,653	)		(1,053,332	)

Series B Preferred shares sold for cash		55,600		55,600		-			-			-		-		-		-		-		-			-			-

Conversion of Series A Preferred Shares into Series B Preferred		278,000		278,000		(278,000	)		(278	)		-		-		-		-		-		(85,568	)		-			(85,846	)

Common stock issued for services		-		-		-			-			-		-		1,500,000		1,500		-		51,000			-			52,500

Stock-based compensation		-		-		-			-			-		-		-		-		-		33,457			-			33,457

Deemed dividend on preferred exchange		-		-		-			-			-		-		-		-		-		(192,154	)		-			(192,154	)

Net loss		-		-		-			-			-		-		-		-		-		-			(277,603	)		(277,603	)

Balance, December 31, 2021		333,600	$	333,600		1,047,942		$	1,048			-	$	-		72,730,153	$	72,730	$	-	$	16,632,500		$	(18,229,256	)	$	(1,522,978	)

Common Shares issued for settlement of accounts payable		-		-		-			-			-		-		250,000		250		-		7,250			-			7,500

Stock-based compensation		-		-		-			-			-		-		2,166,667		2,167		-		101,297			-			103,464

Net loss		-		-		-			-			-		-		-		-		-		-			(373,596	)		(373,596	)

Balance, March 31, 2022		333,600		333,600		1,047,942			1,048			-		-		75,146,820		75,147		-		16,741,047			(18,602,852	)		(1,785,610	)
Stock-based compensation		-		-		-			-			-		-		-		-		-		8,306			-			8,306

Net loss		-		-		-			-			-		-		-		-		-		-			(576,733	)		(576,733	)

Balance, June 30, 2022		333,600	$	333,600		1,047,942		$	1,048			-	$	-		75,146,820	$	75,147	$	-	$	16,749,353		$	(19,179,585	)	$	(2,354,037	)

See accompanying notes to unaudited consolidated financial statements.

DIGIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022 Revised
	For the Nine Months Ended
	June 30,
	2023			2022 Revised
Cash flows from operating activities
Net loss from continuing operations	$	(513,692	)	$	(1,268,113	)
Adjustments to reconcile net loss to net cash used in operating activities:
Recovery of previously written off receivables		(175,000	)		-
Stock-based compensation		55,672			197,727
Amortization of debt discounts		106,636			58,654
Impairment of fixed assets		55,000			-
Credit loss		-			358,670
Decrease (increase) in assets:
Other current assets		2,729			(33,666	)
Increase (decrease) in liabilities:
Accounts payable		(12,873	)		49,867
Accrued expenses		56,534			192,253
Accrued expenses – related parties		(46,998	)		-
Net cash used in operating activities from continuing operations		(471,992	)		(444,608	)
Net cash provided by operating activities from discontinued operations		520,843			275,691
Net cash provided by (used in) operating activities		48,851			(168,917	)

Cash flows from investing activities
Advance of note receivable		-			(817,649	)
Proceeds from sale of collateralized assets		275,000			175,000
Net cash provided by (used in) investing activities from continuing operations		275,000			(642,649	)
Net cash used in investing activities from discontinued operations		(8,971	)		(4,246	)
Net cash provided by (used in) investing activities		266,029			(646,895	)

Cash flows from financing activities
Proceeds from notes payable		-			390,000
Proceeds from convertible notes		-			402,765
Payments on convertible notes		-			(40,000	)
Proceeds from sale of preferred stock		-			55,600
Repurchase of preferred C stock		(100	)		-
Net cash provided by (used in) financing activities from continuing operations		(100	)		808,365
Net cash used in financing activities from discontinued operations		(45,361	)		(63,252	)
Net cash provided by (used in) financing activities		(45,461	)		745,113

Net increase (decrease) in cash		269,419			(70,699	)
Cash – beginning		56,168			295,932
Cash – ending	$	325,587		$	225,233

Supplemental disclosures:
Interest paid	$	187,449		$	57,439
Income taxes paid		-			-

Non-cash investing and financing activities:
Common stock issued for settlement of stock payable	$	71,745		$	-
Warrants issued for debt financing	$	93,938		$	-
Receipt of assets on deposit	$	6,076		$	-
Forgiveness of related party accrued compensation	$	138,000		$	-
Common stock issued for settlement of accounts payable	$	-		$	7,500
Conversion of Series A preferred into Series B preferred	$	-		$	85,846
Deemed dividend on preferred exchange	$	-		$	192,154

See accompanying notes to unaudited consolidated financial statements.

DIGIPATH, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

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.

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, 2022. 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 June 30, 2023:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Digipath, Inc.⁽¹⁾	Nevada	Parent
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc ⁽²⁾	California	Subsidiary
Digipath Labs S.A.S.⁽³⁾	Colombia	Subsidiary
VSSL Enterprises, Ltd.⁽⁴⁾	Canada	Subsidiary

⁽¹⁾	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
⁽²⁾	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired 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.

Correction of an Error

Stock-based compensation expenses were reported in the nine months ended June 30, 2022 as $210,449 in error. The error was corrected in the annual 2022 10-K as a component of professional fees. In addition, the Company reported the exchange of Series A Preferred Stock for Series B Stock as an exchange with equal value in error. The effect of the error corrections on the prior periods has been determined to be immaterial, however, the Company has labeled the column headings for the prior periods as “revised.” For the nine months ended June 30, 2022, the financial statements of the line items affected by the revision are as follows:

Schedule of Correction of an Error

Consolidated Statement of Operations

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Professional Fees	$	635,969		$	(12,722	)	$	1,176		$	624,423
Total operating expenses		1,455,757			(12,722	)		(700,766	)		742,269
Operating loss		(701,704	)		12,722			(53,287	)		(742,269	)
Net loss		(1,240,654	)		12,722			-			(1,227,932	)
Deemed Dividend		-			(192,154	)		-			(192,154	)
Net Income (loss) to common shareholders		(1,240,654	)		(179,432	)		-			(1,420,086	)

Consolidated Statement of Cash Flows

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Net Loss	$	(1,240,654	)	$	12,722		$	(40,181	)	$	(1,268,113	)
Stock-based compensation		210,449			(12,722	)		-			197,727

Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred		278,000			(192,154	)		-			85,846
Deemed dividend on preferred exchange					192,154			-			192,154

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Revenue Recognition

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

Our revenue is primarily generated through our subsidiary, Digipath Labs, Inc. (“Digipath Labs”), 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.

Discontinued Operations

On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The business of an entity that is in the process of disposing its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, the Company’s lab testing business is now reported as discontinued operations.

Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended June 30, 2023 and 2022. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended June 30, 2023 and 2022.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations.

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.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three and nine months ended June 30, 2023 and 2022, potential dilutive securities of 96,705,198 and 72,520,865, respectively, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

Recently Issued Accounting Pronouncements

There are no 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.

Note 2 – Going Concern

As shown in the accompanying consolidated financial statements, As of June 30, 2023, the Company had negative working capital of $2,567,011, and accumulated recurring losses of $20,023,066, and $325,587 of cash on hand, which 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 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.

Note 3 – 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 following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2023 and September 30, 2022, respectively:

	Level 1		Level 2		Level 3
	Fair Value Measurements at June 30, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	325,587	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $72,069		-		-		1,696,165

	Level 1		Level 2		Level 3
	Fair Value Measurements at September 30, 2022
	Level 1		Level 2		Level 3
Assets
Cash	$	56,168	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $84,767		-		-		1,683,467

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended June 30, 2023.

Note 4 – Related Party Transactions

During the nine months ended June 30, 2023 the Company incurred compensation expense of $45,000 for services provided by its CFO and paid its CFO $111,437 for accrued compensation related to services provided in prior periods. As of June 30, 2023, no amounts were owed to the CFO for services provided.

During the nine months ended June 30, 2023 the Company incurred fees of $47,000 for services provided by its directors and paid its directors $30,000 for services provided, and its directors waived the payment of $138,000 that had been accrued for services provided. As of June 30, 2023, the Company has accrued a total of $5,000 in fees for services provided by its directors.

As of June 30, 2023, the Company has accrued a total of $2,813 in reimbursable expenses owed to the officers and directors.

During the nine months ended June 30, 2023, the Company granted 3,400,000 and 1,400,000 shares of its common stock to the officers and directors as compensation for services performed with a fair value of $24,820 and $9,860, respectively.

Note 5 – Note Receivable

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

On various dates between August 23, 2021 and September 30, 2022, we loaned C3 Labs, Inc. (“C3 Labs”) a total of $1,047,649. The loans bore interest at an annual rate of 8%. These loans were evidenced by secured demand notes, and were secured by a lien on the borrower’s assets and have a maturity date of August 23, 2022. The Company had recorded total accrued interest of $64,017 as of September 30, 2022. As of September 30, 2022, the Company recorded a full allowance against the loans and related accrued interest.

The loans were made in connection with a potential acquisition of a controlling interest in C3 Labs pursuant to a letter of intent. On March 11, 2022, the Company notified the current owners of C3 Labs of its termination of the letter of intent and took possession of the equipment of C3 Labs (“C3 Equipment”).

On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell the C3 Equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a Note Receivable (“Invictus Note”) in the amount of $625,000. The Invictus Note has a maturity date of December 31, 2023, accrues interest at a rate of 10% per annum, and provides for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. The Company has recorded a full allowance against the Invictus Note as collectability cannot be assured as of the date of this filing. As of June 30, 2023 the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024.

Note 6 – Fixed Assets

Fixed assets consist of the following at June 30, 2023 and September 30, 2022:

Schedule of Fixed Assets

	June 30,		September 30,
	As of
	June 30,		September 30,
	2023		2022
Lab equipment		-		55,000
Fixed assets, gross		-		55,000
Less: accumulated depreciation		-		-
Total	$	-	$	55,000

During the nine months ended June 30, 2023, the Company recorded impairment expense in the amount of $55,000 related to equipment acquired with the anticipation of the C3 Labs acquisition, which is included in other expenses on the statement of operations. Upon the Company’s decision to terminate the acquisition, the equipment was deemed to be impaired.

Note 7 –Notes Payable

Notes payable consists of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023			September 30, 2022

Notes payable		-			-
On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $675,000 to US Canna Lab I, LLC (the “Canna Lab Note”). The Canna Lab Note carries interest at 12% per annum and is due on September 10, 2024, with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. In addition, the Company was advanced an additional $115,000 of funds during the year ended September 30, 2022 under the same terms as the original note. During the year ended September 30, 2022, the Company repaid $125,000 of the principal balance on the note. As a result of the Company not meeting the monthly payment obligations, the CannaLab Note is in technical default, however, no default notice has been provided by CannaLab as of the date of this filing. There are no additional obligations of the Company under default with the exception of being due on demand.	$	665,000		$	665,000

Total notes payable		665,000			665,000
Less: current maturities		(665,000	)		(665,000	)
Notes payable	$	-		$	-

The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $59,686 and $65,785 during the nine months ended June 30, 2023 and 2022.

Notes payable – discontinued operations

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.

95,987

141,348

Note 8 – Convertible Notes Payable

Related Party Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

	June 30,			September 30,
	2023			2022

Related party convertible notes payable	$	-		$	310,272
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 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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 4,550,000 common shares, which were recorded as debt discount with a relative fair value of $43,788. As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party.	$	350,000		$	350,000

Total related party convertible notes payable		350,000			350,000
Less: unamortized debt discounts		(17,993	)		(39,728	)
Total convertible debt		332,007			310,272
Less: current maturities		(332,007	)		-
Related party convertible notes payable	$	-		$	310,272

Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Convertible Notes Payable

	June 30,		September 30,
	2023		2022

Convertible notes payable	$	-	$	174,726
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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989.	$	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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 1,950,000 common shares, which were recorded as debt discount, with a relative fair value of $20,968.		150,000		150,000

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. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166 which was recorded as a debt discount.		355,469		355,469

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. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount.		350,000		350,000

On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8% interest rate, which matures on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102 which was recorded as a debt discount.		362,765			362,765

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		1,418,234			1,418,234
Less: unamortized debt discounts		(54,076	)		(45,039	)
Total convertible debt		1,364,158			1,373,195
Less: current maturities		(1,364,158	)		(1,198,469	)
Convertible notes payable	$	-		$	174,726

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 $93,938 during the nine months ended June 30, 2023. The discount is amortized on a straight-line basis from the dates of issuance until the earlier of the stated redemption date of the debt, as noted above, or the actual settlement date. The Company recorded debt amortization expense attributed to the aforementioned debt discount in the amounts of $106,636 and $58,654, during the nine months ended June 30, 2023 and 2022, respectively. Unamortized discount as of June 30, 2023 is $72,069.

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 $111,285 and $79,796 for the nine months ended June 30, 2023 and 2022, respectively.

The Company recognized interest expense for the nine months ended June 30, 2023 and 2022, respectively, as follows:

Schedule of Interest Expense

	June 30,		June 30,
	2023		2022

Interest on notes payable		59,686		65,785
Amortization of beneficial conversion features		106,636		58,654
Interest on convertible notes		111,285		79,796
Total interest expense	$	277,607	$	204,235

Note 9 – Stockholders’ Equity

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”), 1,500,000 have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), and 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”) with the remaining 2,499,000 shares available for designation from time to time by the Board as set forth below. As of June 30, 2023, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding and no shares of Series C Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock and each share of Series B Preferred is currently convertible into twenty-five shares of common stock.

Series A

The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,047,942 shares of Series A Preferred outstanding at June 30, 2023 are convertible into 5,239,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

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

●	The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends.

●	The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred.

●	Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below.

●	Consent of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred.

●	Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

Series C

The Series C Preferred were designated on July 20, 2022. The principal feature of the Series C Preferred Stock is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred Stock. The shares of Series C Preferred Stock are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock. As of June 30, 2023, there we no shares of Series C Preferred outstanding.

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

●	The shares of Series C Preferred are not entitled to dividends.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred.

●	The shares of Series C Preferred are not entitled to conversion rights.

On March 2, 2023, the Company entered into a Preferred Stock Repurchase Agreement with Todd Denkin, the Company’s president, pursuant to which Mr. Denkin surrendered his Series C Preferred back to the Company for the purchase price of $100.

Common Stock

Common stock consists of $0.001 par value, 250,000,000 shares authorized, of which 87,096,820 shares were issued and outstanding as of June 30, 2023.

During the nine months ended June 30, 2023, the Company issued 7,150,000 shares of its common stock in settlement of the common stock payable in the amount of $71,745.

During the nine months ended June 30, 2023, the Company granted 3,400,000 and 1,400,000 shares of its common stock to its officers and directors as compensation for services performed with a fair value of $24,820 and 9,860 respectively.

Note 10 – Mezzanine Equity

Series B

The Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a Stated Value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at June 30, 2023 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

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

●	The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred may then be converted.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends.

●	Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred may then be converted.

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

Note 11 – 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 terminated on March 5, 2022. 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.

During the nine months ended June 30, 2023, the Company issued to certain employees, options to purchase 2,100,000 shares of its common stock in exchange for services rendered to the Company with a total fair value $10,446. The Company estimated the fair value using the Black-Scholes Pricing Model, based on a volatility rate of 184% and call option values of $0.00497 and exercise prices of $0.0056. The options have a term of 5.75 years and vest nine months after the grant date.

Amortization of Stock-Based Compensation

A total of $20,992 and $66,949 of stock-based compensation expense was recognized during the nine months ended June 30, 2023 and 2022, respectively, as a result of the vesting of common stock options issued. As of June 30, 2023 a total of $4,643 of unamortized expense remains to be amortized over the vesting period.

The following is a summary of information about the stock options outstanding at June 30, 2023.

Shares Underlying Options Outstanding

Shares Underlying Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0056 – $0.13

8,120,000

5.28 years

0.052

6,020,000

0.069

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the nine months ended June 30, 2023:

	June 30,
	2023

Average risk-free interest rates		3.88	%
Average expected life (in years)		2.90
Volatility		184	%

The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock options. During the nine months ended June 30, 2023, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.

The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the nine months ended June 30, 2023, was approximately $0.006 per option.

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		6,020,000	$	0.069
Options issued		2,100,000		0.006
Options forfeited		-		-

Balance, June 30, 2023		8,120,000	$	0.052

Exercisable, June 30, 2023		6,020,000	$	0.069

As of June 30, 2023, these options in the aggregate had $3,150 and $0 of intrinsic value for the outstanding and exercisable options, respectively, based on the per share market price of $0.007 of the Company’s common stock as of such date.

Note 12 – Common Stock Warrants

Warrants to purchase a total of 15,387,050 shares of common stock were outstanding as of June 30, 2023.

The following is a summary of information about our warrants to purchase common stock outstanding at June 30, 2023 (including those issued to both investors and service providers).

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074-0.10

15,387,050

9.01 years

0.02

15,387,050

0.02

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		1,500,000	$	0.10
Warrants granted		13,887,050	$	0.007
Warrants expired		-		-

Balance, June 30, 2023		15,387,050	$	0.016

Exercisable, June 30, 2023		15,387,050	$	0.016

As of June 30, 2023, these warrants in the aggregate had $0 of intrinsic value as the per share market price of $0.007 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

Note 13 – Discontinued Operations

On April 20, 2023, the Company, and Digipath Labs entered into the Purchase Agreement with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”) as described in Note 1 above. The Purchase Price is subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing is greater or less than $150,000.

The Purchase Agreement includes a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction is subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). In the event CCB approval is not obtained by June 30, 2024, or any other condition to closing has not been satisfied by such date, either party may terminate the Purchase Agreement.

Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount will continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.

The balance sheets of Digipath Labs are summarized below:

	June 30, 2023		September 30, 2022
Current assets:
Accounts receivable, net	$	302,300	$	335,085
Deposits		18,675		25,141
Other current assets		32,400		32,971
Total current assets		353,375		393,197

Right-of-use asset		240,602		316,961
Fixed assets, net		365,986		405,823
Total long term assets		606,588		722,784
Total Assets	$	959,963	$	1,115,981

Current liabilities:
Accounts payable	$	241,991	$	334,909
Accrued expenses		58,439		32,571
Current portion of operating lease liabilities		110,772		100,685
Current maturities of notes payable		63,598		60,920
Total current liabilities		474,800		529,085

Operating lease liabilities		143,245		229,825
Notes payable		32,389		80,428
Total long term liabilities		175,634		310,253
Total Liabilities	$	650,434	$	839,338

The statements of operations of Digipath Labs combined are summarized below:


	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenues	$	785,224		$	682,665		$	2,272,689		$	1,986,985
Cost of sales		382,655			414,299			1,265,098			1,232,932
Gross profit		402,569			268,366			1,007,591			754,053

Operating expenses:
General and administrative		226,466			309,766			731,457			701,942
Professional fees		50,843			6,907			94,302			(1,176	)
Total operating expenses		277,309			316,673			825,759			700,766

Operating income(loss)		125,260			(48,307	)		181,832			53,287

Other income (expense):
Other income		322,798			-			322,798			-
Interest expense		(1,527	)		(4,670	)		(5,233	)		(13,106	)
Total other income (expense)		321,271			(4,670	)		317,565			(13,106	)

Net income (loss)	$	446,531		$	(52,977	)	$	499,397		$	40,181

Note 14 – Commitments and Contingencies

Legal Contingencies

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

ITEM 2.

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

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 June 30, 2023 and 2022:

The following table summarizes selected items from the statement of operations for the three months ended June 30, 2023 and 2022.

	Three Months Ended June 30,						Increase /
	2023			2022			(Decrease)
Revenues	$	-		$	-		$	-
Cost of sales	-			-			-
Gross profit		-			-			-

Operating expenses:
General and administrative		8,815			35,711			(26,896	)
Professional fees		86,435			74,201			12,234
Total operating expenses:		95,250			109,912			(14,662	)

Operating loss		(95,250	)		(109,912	)		14,662

Total other income (expense)		(57,748	)		(413,844	)		356,096

Net loss from continuing operations		(152,998	)		(523,756	)		370,758
Net income (loss) from discontinued operations		446,531			(52,977	)		499,508
Net income (loss)	$	293,533		$	(576,733	)	$	870,266

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2023 were $8,815, compared to $35,711 during the three months ended June 30, 2022, a decrease of $26,896, or 75%. The expenses consisted primarily of salaries and wages and included $3,482 and $6,171 of non-cash stock-based compensation, respectively. General and administrative expenses decreased primarily due to decreased corporate overhead activities.

Professional Fees

Professional fees for the three months ended June 30, 2023 were $86,435, compared to $74,201 during the three months ended June 30, 2022, an increase of $12,234, or 16%. Professional fees included non-cash, stock-based compensation of $2,160 and $2,135 during the three months ended June 30, 2023 and 2022, respectively. Professional fees increased primarily due to increased corporate consulting services during the current period as work to close on the sale of substantially all of the assets of Digipath Labs, LLC through the Purchase Agreement with DPL NV, LLC.

Operating Loss

Our operating loss for the three months ended June 30, 2023 was $95,250, compared to an operating loss of $109,912 during the three months ended June 30, 2022, a decrease of $14,662, or 13%. Our operating loss decreased primarily due to our decreased general and administrative expenses.

Other Income (Expense)

Other expense, on a net basis, for the three months ended June 30, 2023 was $57,748, compared to other expense, on a net basis, of $413,844 during the three months ended June 30, 2022, a net decrease of $356,096. Other expense consisted of interest expense of $97,748 and recovery of previously written off receivables of $40,000 for the three months ended June 30, 2023.

Results of Operations for the Nine Months Ended June 30, 2023 and 2022:

The following table summarizes selected items from the statement of operations for the nine months ended June 30, 2023 and 2022.

	Nine Months Ended June 30,						Increase /
	2023			2022 revised			(Decrease)
Revenues	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit		-			-			-

Operating expenses:
General and administrative		94,013			117,846			(23,833	)
Professional fees		262,072			624,423			(362,351	)
Total operating expenses:		356,085			742,269			(386,184	)

Operating loss		(356,085	)		(742,269	)		386,184

Total other expense		(157,607	)		(525,844	)		368,237

Net loss from continuing operations	$	(513,692	)	$	(1,268,113	)	$	754,421
Net income (loss) from discontinued operations		499,397			40,181			459,216
Net income (loss)		(14,295	)		(1,227,932	)		1,213,637

General and Administrative Expenses

General and administrative expenses for the nine months ended June 30, 2023 were $94,013, compared to $117,846 during the nine months ended June 30, 2022, a decrease of $23,833, or 20%. The expenses consisted primarily of salaries and wages and included $37,162 and $157,013 of non-cash stock-based compensation, respectively. General and administrative expenses decreased due primarily to decreased corporate overhead activities.

Professional Fees

Professional fees for the nine months ended June 30, 2023 were $262,072, compared to $624,423 during the nine months ended June 30, 2022, a decrease of $362,351, or 58%. Professional fees included non-cash, stock-based compensation of $18,510 and $124,579 during the nine months ended June 30, 2023 and 2022, respectively. Professional fees decreased primarily due to decreased stock-based compensation and corporate consulting services during the current period as we decreased our focus on expansion efforts.

Operating Loss

Our operating loss for the nine months ended June 30, 2023 was $356,085, compared to $742,269 during the nine months ended June 30, 2022, a decrease of $386,184, or 52%. Our operating loss decreased primarily due to a decrease in professional fees.

Other Expense

Other expense, on a net basis, for the nine months ended June 30, 2023 was $157,607, compared to other expense, on a net basis, of $525,844 during the nine months ended June 30, 2022, a net decrease of $368,237. Other expense consisted of interest expense of $277,607 and an impairment on equipment of $55,000, offset by the recovery of previously written off receivables of $175,000 for the nine months ended June 30, 2023.

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 nine month periods ended June 30, 2023 and 2022:

	2023			2022
Operating Activities	$	48,851		$	(168,917	)
Investing Activities		266,029			(646,895	)
Financing Activities		(45,461	)		745,113
Net increase (Decrease) in Cash	$	269,419		$	(70,699	)

Net Cash Provided by (Used in) Operating Activities

During the nine months ended June 30, 2023, net cash provided by operating activities was $48,851, compared to net cash used in operating activities of $168,917 for the same period ended June 30, 2022, including cash provided by operating activities from discontinued operations of $520,843 for the nine months ended June 30, 2023 compared to cash provided by operating activities from discontinued operations of $275,691 for the nine months ended June 30, 2022. The decrease in cash used in 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 nine months ended June 30, 2023, net cash provided by investing activities was $266,029, compared to $646,895 used in investing activities for the same period ended June 30, 2022, including cash used in investing activities from discontinued operations of $8,971 for the nine months ended June 30, 2023 compared to cash used in investing activities from discontinued operations of $4,246 for the nine months ended June 30, 2022. 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 nine months ended June 30, 2023, net cash used in financing activities was $45,461, compared to net cash provided by financing activities of $745,113 for the same period ended June 30, 2022, including cash used in financing activities from discontinued operations of $45,361 for the nine months ended June 30, 2023 compared to cash used financing activities from discontinued operations of $63,252 for the nine months ended June 30, 2022. The current period consisted of $45,361 of principal payments on an equipment loan and repurchase of the Preferred C stock, compared to $390,000 of proceeds received on debt financing, proceeds of $402,765 received on convertible debt financing proceeds of $55,600 from the sale of preferred stock, as offset by $20,379 of principal payments on an equipment lease and $42,873 of principal payments on an equipment loan and $40,000 of principal payments made on convertible notes in the comparative period in the prior year.

Ability to Continue as a Going Concern

As of June 30, 2023, our balance of cash on hand was $325,587, and we had negative working capital of $2,567,011 and an accumulated deficit of $20,023,066 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.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. 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 June 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changes in 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

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

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

The following issuances of equity securities by the Company were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act of 1933 during the three-month period ended June 30, 2023:

On May 25, 2023, the Company issued an aggregate of 4,400,000 shares of its common stock to its officers and directors as compensation for services performed.

On May 26, 2023, the Company issued 400,000 shares of its common stock to a former director as compensation for services performed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit		Description
2.1		Stock Purchase Agreement between Digipath, Inc., VSSL Enterprises Ltd., Kyle Joseph Remenda, Philippe Olivier Henry, PhD, Audim Ventures Ltd. and Britt Ash Enterprises Ltd., dated March 9, 2020 (incorporated by reference to Exhibit 2.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on March 16, 2020)
2.2		Asset Purchase Agreement between Digipath, Inc., Digipath Labs, Inc. and IHE Holdings, LLC, dated April 20, 2023 (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 May 2, 2023)
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.3		Certificate of Amendment to Articles of Incorporation dated April 4, 2014 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.4		Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series A Convertible Preferred Stock dated April 9, 2014 (incorporated by reference to Exhibit 3.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.5		Certificate of Amendment to Articles of Incorporation dated May 22, 2015 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 26, 2015)
3.6		Certificate of Amendment to Articles of Incorporation dated May 14, 2019 (incorporated by reference to Exhibit 3.6 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 13, 2019)
3.7		Certificate of Designations of the Series B Preferred Stock dated December 29, 2021 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on January 6, 2022)
4.1		Form of 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)
4.2		Form of 8% Senior Secured Convertible Notes due September 23, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 26, 2019)
4.3		9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.3 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)
4.4		9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)
4.5		9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.5 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)
4.6		Form of Amendment to 9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on January 6, 2021)
10.1		Management Services Agreement between Digipath, Inc., Digipath Labs, Inc. and IHE Holdings, LLC, dated April 20, 2023(incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 2, 2023)
10.2*		Amended and Restated Secured Promissory Noted in the principal amount of $625,000, dated April 11, 2023, made by Invictus Wealth Group, LLC in favor of Digipath, Inc.
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*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* Filed herewith.

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: August 18, 2023

DIGIPATH, INC.

By:	/s/ Todd Denkin
Name:	Todd Denkin
Title:	Chief Executive Officer

By:	/s/ A. Stone Douglass
Name:	A. Stone Douglass
Title:	Chief Financial Officer

Exhibit 10.2

AMENDED AND RESTATED SECURED PROMISSORY NOTE

$625,000.00

April 11, 2023

FOR VALUE RECEIVED, INVICTUS WEALTH GROUP, LLC, a Mississippi limited liability company (“Maker”), hereby promises to pay to the order of DIGIPATH, INC., a Nevada corporation (“Payee”), with an address at 6450 Cameron Street #113, Las Vegas, NV 89118, the principal sum of SIX HUNDRED TWENTY FIVE THOUSAND DOLLARS ($625,000.00), together with all interest that has accrued thereon in accordance with the terms of this Secured Promissory Note (this “Note”).

The principal sum of this Note shall be payable as follows: (i) payments in the amount of $100,000.00 each, shall be due and payable on each of September 30, 2023 and December 31, 2023; and (ii) a final payment in the amount of $425,000 shall be due and payable on March 31, 2024 (the “Maturity Date”).

The outstanding principal amount of this Note shall bear interest from the date hereof at the rate of ten (10%) percent per annum, based on a year of 360 days comprised of twelve 30-day months, for actual days elapsed, until the date on which the last payment of principal under this Note shall have been paid. Interest on this Note shall be due and payable monthly in arrears on the first day of each month, and on the Maturity Date, provided that the first such payment shall not be due until June 1, 2023.

This Note has been issued and delivered to Payee under that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of December 5, 2022, among Maker and Payee, under which Maker purchased the Purchased Assets (as defined in the Purchase Agreement) from Payee. The original SECURED PROMISSORY NOTE was signed on December 5, 2022. The Amended and Restated Secured Promissory Note is signed as of: May 8, 2023 .

Payee shall have a continuing lien on, and is hereby granted a security interest in, all of Maker’s right, title and interest in and to the Purchased Assets and all proceeds thereof, whether now owned or hereafter arising (collectively, the “Collateral”) for the express purpose of serving as collateral security for the payment of all amounts payable under this Note. By its execution of this Note, Maker authorizes Payee to file one or more financing statements describing the Collateral. Prior to the payment in full of this Note, Maker shall not sell or transfer any of the Collateral without Payee’s consent. Upon an Event of Default (as defined below), Payee shall be permitted to exercise all of its rights as a secured party under the Uniform Commercial Code as in effect in the State of Nevada in respect of the Collateral.

This Note may be prepaid, in whole or in part, at any time or from time to time, without premium or penalty. All payments made on this Note shall be applied first to interest accrued to the date of the payment and then to the outstanding principal payments due under this Note. All prepayments of the principal due under this Note shall be applied to such maturities as shall be designated by Maker.

All payments or prepayments of principal and interest and other sums due pursuant to this Note shall be made by check to Payee at its address set forth above, or in immediately available funds by wire transfer to Payee’s account at such bank as Payee shall have previously designated to Maker.

Whenever any payment to be made hereunder shall be due on a Saturday, Sunday or legal holiday under the laws of the State of Nevada, such payment may be made on the next succeeding business day, and such extension of time shall be included in the computation of payment of interest hereunder.

The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Note:

	(i)	Maker shall fail to pay when due any amount due under this Note and such failure shall not be cured within five days after the date such payment was due;

	(ii)	Maker shall commence any case, proceeding or other action under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Maker, or seeking to adjudicate Maker a bankrupt or insolvent, or seeking reorganization, arrangement or other relief with respect to Maker or any of its debts, or seeking appointment of a receiver, trustee, custodian or other similar official for Maker or for all or any part of its assets, or Maker shall make a general assignment for the benefit of creditors, or there shall be commenced against Maker any case, proceeding or other action of a nature referred to in this clause (ii), or there shall be commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of the assets of Maker which results in the entry of an order for any such relief, or Maker shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this clause (ii), or Maker shall generally not, or shall be unable to, or shall admit in writing its inability to, pay his debts as they become due; or

	(iii)	Maker shall breach any provision of this Note or the Asset Purchase Agreement, and such breach, if capable of cure, shall continue for a period of ten days.

Upon the occurrence and during the continuance of an Event of Default, the holder of this Note may, at its option, by notice in writing to Maker, declare this Note to be, and this Note shall forthwith become, due and payable; provided, however, that upon the occurrence of an Event of Default specified in clause (ii) above, the principal balance of and all accrued interest on this Note shall automatically become due and payable forthwith, without demand or notice of any kind. If an Event of Default occurs, Maker shall pay to the holder of this Note all expenses (including, without limitation, reasonable attorneys’ fees and expenses and court fees and court costs) incurred by the holder in connection with obtaining advice as to its rights and remedies in connection with such default and in connection with enforcing and collecting this Note.

Maker hereby waives presentment, demand for payment, notice of dishonor, protest and notice of protest of this Note. No waiver of any provision of this Note, or any agreement or instrument evidencing or providing security for this Note, made by agreement of Payee and any other person or party, shall constitute a waiver of any other terms hereof, or otherwise release or discharge the liability of Maker under this Note. No failure to exercise and no delay in exercising, on the part of Payee, any right, power or privilege under this Note shall operate as a waiver thereof nor shall simple or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, right or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

In case any provision contained in this Note should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby and shall remain in full force and effect.

This Note may not be amended except by an instrument in writing signed by the Maker and the holder of this Note.

This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its doctrine of conflict of laws. Maker, by its execution hereof, and Payee by its acceptance hereof (I) AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING FROM OR RELATED TO THIS NOTE MAY BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEVADA; (II) WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING OR BASED ON FORUM NON CONVENIENS; (III) CONSENT TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY SUCH COURT HAVING JURISDICTION OVER THE SUBJECT MATTER; AND (IV) WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE PURCHASE AGREEMENT OR TO ANY OTHER ADDRESS FOR IT AS MAY HEREAFTER BE DESIGNATED IN ANY WRITTEN NOTICE BY IT TO THE OTHER.

This Note shall be binding upon the successors and assigns of the Maker and shall inure to the benefit of the successors and assigns of the Payee.

Any notice from the holder of this Note to the Maker shall be deemed given when delivered to the Maker by hand or when deposited in the United States mail and addressed to the Maker at the address of the Maker set forth in the first paragraph of this Note.

[Signature Page Follows]

	INVICTUS WEALTH GROUP, LLC

	By:
	Name:	Jermaine Moore
	Title:	Manager, Invictus Wealth Group, LLC

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

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

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd Denkin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2023 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: August 18, 2023

	/s/ Todd Denkin
	Todd Denkin, Principal Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

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

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. Stone Douglass, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2023 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: August 18, 2023

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

Exhibit 32.1

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 June 30, 2023 (the “Report”) I, Todd Denkin, Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	(1)	The 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: August 18, 2023

/s/ Todd Denkin
Todd Denkin, Principal Executive Officer

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

Exhibit 32.2

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 June 30, 2023 (the “Report”) I, A. Stone Douglass, Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	(1)	The 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: August 18, 2023

/s/ A. Stone Douglass
A. Stone Douglass, Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 18, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	000-54239
Entity Registrant Name	Digipath, Inc.
Entity Central Index Key	0001502966
Entity Tax Identification Number	27-3601979
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6450 Cameron St
Entity Address, Address Line Two	Suite 113
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	(702)
Local Phone Number	527-2060
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		87,096,820

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Current assets:
Cash	$ 325,587	$ 56,168
Note receivable		100,000
Other current assets	10,010	12,739
Assets held for sale - current	353,375	393,197
Total current assets	688,972	562,104
Fixed assets, net		55,000
Assets held for sale – long term	606,588	722,784
Total non-current assets	606,588	777,784
Total Assets	1,295,560	1,339,888
Current liabilities:
Accounts payable	202,685	215,558
Current maturities of notes payable	665,000	665,000
Liabilities held for sale - current	474,800	529,085
Total current liabilities	3,255,983	2,953,909
Non-current liabilities:
Liabilities held for sale – long term	175,634	310,253
Total non-current liabilities	175,634	795,251
Total Liabilities	3,431,617	3,749,160
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of June 30, 2023 and September 30, 2022	333,600	333,600
Stockholders’ Deficit:
Common stock, $0.001 par value, 250,000,000 shares authorized; 87,096,820 and 75,146,820 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively	87,097	75,147
Common stock payable		71,745
Additional paid-in capital	17,465,264	17,117,958
Accumulated deficit	(20,023,066)	(20,008,771)
Total Stockholders’ Deficit	(2,469,657)	(2,742,872)
Total Liabilities and Stockholders’ Deficit	1,295,560	1,339,888
Series A Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock value	1,048	1,048
Series C Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock value		1
Nonrelated Party [Member]
Current liabilities:
Accrued expenses – related party	209,520	152,986
Current maturities of convertible notes payable related parties, net of discounts	1,364,158	1,198,469
Non-current liabilities:
Convertible notes payable, net of discounts and current maturities		174,726
Related Party [Member]
Current liabilities:
Accrued expenses – related party	7,813	192,811
Current maturities of convertible notes payable related parties, net of discounts	332,007
Non-current liabilities:
Convertible notes payable, net of discounts and current maturities		$ 310,272

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Sep. 30, 2022
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	87,096,820	75,146,820
Common stock, shares outstanding	87,096,820	75,146,820
Series B Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, shares authorized	1,500,000	1,500,000
Temporary equity, shares issued	333,600	333,600
Temporary equity, shares outstanding	333,600	333,600
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares issued	1,047,942	1,047,942
Preferred stock, shares outstanding	1,047,942	1,047,942
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	0	1,000
Preferred stock, shares outstanding	0	1,000

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues
Cost of sales
Gross profit
Operating expenses:
General and administrative	8,815	35,711	94,013	117,846
Professional fees	86,435	74,201	262,072	624,423
Total operating expenses	95,250	109,912	356,085	742,269
Operating loss	(95,250)	(109,912)	(356,085)	(742,269)
Other income (expense):
Other Expense			(55,000)
Recovery of previously written off receivables	40,000		175,000
Credit Loss		(358,670)		(358,670)
Interest income		12,386		37,061
Interest expense	(97,748)	(67,560)	(277,607)	(204,235)
Total other expense	(57,748)	(413,844)	(157,607)	(525,844)
Net loss from continuing operations	(152,998)	(523,756)	(513,692)	(1,268,113)
Net income (loss) from discontinued operations	446,531	(52,977)	499,397	40,181
Net income (loss)	293,533	(576,733)	(14,295)	(1,227,932)
Preferred deemed dividend				(192,154)
Net income (loss) to common shareholders	$ 293,533	$ (576,733)	$ (14,295)	$ (1,420,086)
Weighted average number of common shares outstanding – basic	84,055,062	75,146,820	82,856,710	73,845,233
Weighted average number of common shares outstanding – fully diluted	84,055,062	75,146,820	82,856,710	73,845,233
Net loss per share from continuing operations – basic	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Net income (loss) per share from discontinued operations – basic	0.01	(0.00)	0.01	0.00
Net loss per share – basic	0.00	(0.01)	(0.00)	(0.02)
Net loss per share from continuing operations – diluted	(0.00)	(0.01)	(0.01)	(0.02)
Net income (loss) per share from discontinued operations – diluted	0.01	(0.00)	0.01	0.00
Net loss per share – diluted	$ 0.00	$ (0.01)	$ (0.00)	$ (0.02)

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Preferred Stock [Member] Series A Convertible Preferred Stock [Member]	Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Common Stock [Member]	Stock Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Sep. 30, 2021		$ 1,326		$ 71,230		$ 16,825,765	$ (17,951,653)	$ (1,053,332)
Beginning balance, shares at Sep. 30, 2021		1,325,942		71,230,153
Stock-based compensation						33,457		33,457
Net loss							(277,603)	(277,603)
Common stock issued for services				$ 1,500		51,000		52,500
Common stock issued for services, shares				1,500,000
Series B Preferred shares sold for cash	$ 55,600
Series B Preferred shares sold for cash, shares	55,600
Conversion of Series A Preferred Shares into Series B Preferred	$ 278,000	$ (278)				(85,568)		(85,846)
Conversion of Series A Preferred Shares into Series B Preferred, shares	278,000	(278,000)
Deemed dividend on preferred exchange						(192,154)		(192,154)
Ending balance, value at Dec. 31, 2021	$ 333,600	$ 1,048		$ 72,730		16,632,500	(18,229,256)	(1,522,978)
Ending balance, shares at Dec. 31, 2021	333,600	1,047,942		72,730,153
Beginning balance, value at Sep. 30, 2021		$ 1,326		$ 71,230		16,825,765	(17,951,653)	(1,053,332)
Beginning balance, shares at Sep. 30, 2021		1,325,942		71,230,153
Net loss								(1,227,932)
Ending balance, value at Jun. 30, 2022	$ 333,600	$ 1,048		$ 75,147		16,749,353	(19,179,585)	(2,354,037)
Ending balance, shares at Jun. 30, 2022	333,600	1,047,942		75,146,820
Beginning balance, value at Dec. 31, 2021	$ 333,600	$ 1,048		$ 72,730		16,632,500	(18,229,256)	(1,522,978)
Beginning balance, shares at Dec. 31, 2021	333,600	1,047,942		72,730,153
Net loss							(373,596)	(373,596)
Common Shares issued for settlement of accounts payable				$ 250		7,250		7,500
Common Shares issued for settlement of accounts payable, shares				250,000
Stock-based compensation				$ 2,167		101,297		103,464
Stock-based compensation, shares				2,166,667
Ending balance, value at Mar. 31, 2022	$ 333,600	$ 1,048		$ 75,147		16,741,047	(18,602,852)	(1,785,610)
Ending balance, shares at Mar. 31, 2022	333,600	1,047,942		75,146,820
Net loss							(576,733)	(576,733)
Stock-based compensation						8,306		8,306
Ending balance, value at Jun. 30, 2022	$ 333,600	$ 1,048		$ 75,147		16,749,353	(19,179,585)	(2,354,037)
Ending balance, shares at Jun. 30, 2022	333,600	1,047,942		75,146,820
Beginning balance, value at Sep. 30, 2022	$ 333,600	$ 1,048	$ 1	$ 75,147	71,745	17,117,958	(20,008,771)	(2,742,872)
Beginning balance, shares at Sep. 30, 2022	333,600	1,047,942	1,000	75,146,820
Issuance of common shares to settle stock payable				$ 7,150	(71,745)	64,595
Issuance of common shares to settle stock payable, shares				7,150,000
Warrants issued as debt financing costs						93,938		93,938
Stock-based compensation						8,306		8,306
Net loss							(240,330)	(240,330)
Ending balance, value at Dec. 31, 2022	$ 333,600	$ 1,048	$ 1	$ 82,297		17,284,797	(20,249,101)	(2,880,958)
Ending balance, shares at Dec. 31, 2022	333,600	1,047,942	1,000	82,296,820
Beginning balance, value at Sep. 30, 2022	$ 333,600	$ 1,048	$ 1	$ 75,147	71,745	17,117,958	(20,008,771)	(2,742,872)
Beginning balance, shares at Sep. 30, 2022	333,600	1,047,942	1,000	75,146,820
Net loss								(14,295)
Ending balance, value at Jun. 30, 2023	$ 333,600	$ 1,048		$ 87,097		17,465,264	(20,023,066)	(2,469,657)
Ending balance, shares at Jun. 30, 2023	333,600	1,047,942		87,096,820
Beginning balance, value at Dec. 31, 2022	$ 333,600	$ 1,048	$ 1	$ 82,297		17,284,797	(20,249,101)	(2,880,958)
Beginning balance, shares at Dec. 31, 2022	333,600	1,047,942	1,000	82,296,820
Stock-based compensation						9,204		9,204
Net loss							(67,498)	(67,498)
Repurchased of preferred C stock			$ (1)	$ 0	0	(99)		(100)
Repurchased of preferred C stock, shares			(1,000)	0
Common shares to be issued for compensation					32,120			32,120
Ending balance, value at Mar. 31, 2023	$ 333,600	$ 1,048		$ 82,297	32,120	17,293,902	(20,316,599)	(2,907,232)
Ending balance, shares at Mar. 31, 2023	333,600	1,047,942		82,296,820
Issuance of common shares to settle stock payable				$ 4,400	(32,120)	27,720
Issuance of common shares to settle stock payable, shares				4,400,000
Stock-based compensation						3,482		3,482
Net loss							293,533	293,533
Common stock issued for services				$ 400		2,160		2,560
Common stock issued for services, shares				400,000
Forgiveness of accrued compensation by members of the Board of Directors						138,000		138,000
Ending balance, value at Jun. 30, 2023	$ 333,600	$ 1,048		$ 87,097		$ 17,465,264	$ (20,023,066)	$ (2,469,657)
Ending balance, shares at Jun. 30, 2023	333,600	1,047,942		87,096,820

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss from continuing operations	$ (513,692)	$ (1,268,113)
Adjustments to reconcile net loss to net cash used in operating activities:
Recovery of previously written off receivables	(175,000)
Stock-based compensation	55,672	197,727
Amortization of debt discounts	106,636	58,654
Impairment of fixed assets	55,000
Credit loss		358,670
Decrease (increase) in assets:
Other current assets	2,729	(33,666)
Increase (decrease) in liabilities:
Accounts payable	(12,873)	49,867
Accrued expenses	56,534	192,253
Accrued expenses – related parties	(46,998)
Net cash used in operating activities from continuing operations	(471,992)	(444,608)
Net cash provided by operating activities from discontinued operations	520,843	275,691
Net cash provided by (used in) operating activities	48,851	(168,917)
Cash flows from investing activities
Advance of note receivable		(817,649)
Proceeds from sale of collateralized assets	275,000	175,000
Net cash provided by (used in) investing activities from continuing operations	275,000	(642,649)
Net cash used in investing activities from discontinued operations	(8,971)	(4,246)
Net cash provided by (used in) investing activities	266,029	(646,895)
Cash flows from financing activities
Proceeds from notes payable		390,000
Proceeds from convertible notes		402,765
Payments on convertible notes		(40,000)
Proceeds from sale of preferred stock		55,600
Repurchase of preferred C stock	(100)
Net cash provided by (used in) financing activities from continuing operations	(100)	808,365
Net cash used in financing activities from discontinued operations	(45,361)	(63,252)
Net cash provided by (used in) financing activities	(45,461)	745,113
Net increase (decrease) in cash	269,419	(70,699)
Cash – beginning	56,168	295,932
Cash – ending	325,587	225,233
Supplemental disclosures:
Interest paid	187,449	57,439
Income taxes paid
Non-cash investing and financing activities:
Common stock issued for settlement of stock payable	71,745
Warrants issued for debt financing	93,938
Receipt of assets on deposit	6,076
Forgiveness of related party accrued compensation	138,000
Common stock issued for settlement of accounts payable		7,500
Conversion of Series A preferred into Series B preferred		85,846
Deemed dividend on preferred exchange		$ 192,154

Nature of Business and Significant Accounting Policies

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Basis of Presentation

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 June 30, 2023:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Digipath, Inc.⁽¹⁾	Nevada	Parent
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc ⁽²⁾	California	Subsidiary
Digipath Labs S.A.S.⁽³⁾	Colombia	Subsidiary
VSSL Enterprises, Ltd.⁽⁴⁾	Canada	Subsidiary

⁽¹⁾	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
⁽²⁾	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired on March 11, 2020.

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.

Correction of an Error

Schedule of Correction of an Error

Consolidated Statement of Operations

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Professional Fees	$	635,969		$	(12,722	)	$	1,176		$	624,423
Total operating expenses		1,455,757			(12,722	)		(700,766	)		742,269
Operating loss		(701,704	)		12,722			(53,287	)		(742,269	)
Net loss		(1,240,654	)		12,722			-			(1,227,932	)
Deemed Dividend		-			(192,154	)		-			(192,154	)
Net Income (loss) to common shareholders		(1,240,654	)		(179,432	)		-			(1,420,086	)

Consolidated Statement of Cash Flows

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Net Loss	$	(1,240,654	)	$	12,722		$	(40,181	)	$	(1,268,113	)
Stock-based compensation		210,449			(12,722	)		-			197,727

Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred		278,000			(192,154	)		-			85,846
Deemed dividend on preferred exchange					192,154			-			192,154

Fair Value of Financial Instruments

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

Revenue Recognition

Discontinued Operations

Stock-Based Compensation

Income Taxes

Uncertain Tax Positions

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Basic and Diluted Loss Per Share

Reclassifications

Recently Issued Accounting Pronouncements

There are no 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.

Going Concern

9 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2 – Going Concern

Fair Value of Financial Instruments

9 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

Fair Value of Financial Instruments

Note 3 – Fair Value of Financial Instruments

	Level 1		Level 2		Level 3
	Fair Value Measurements at June 30, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	325,587	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $72,069		-		-		1,696,165

	Level 1		Level 2		Level 3
	Fair Value Measurements at September 30, 2022
	Level 1		Level 2		Level 3
Assets
Cash	$	56,168	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $84,767		-		-		1,683,467

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended June 30, 2023.

Related Party Transactions

9 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 4 – Related Party Transactions

As of June 30, 2023, the Company has accrued a total of $2,813 in reimbursable expenses owed to the officers and directors.

Note Receivable

9 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Note Receivable

Note 5 – Note Receivable

Fixed Assets

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 6 – Fixed Assets

Fixed assets consist of the following at June 30, 2023 and September 30, 2022:

Schedule of Fixed Assets

	June 30,		September 30,
	As of
	June 30,		September 30,
	2023		2022
Lab equipment		-		55,000
Fixed assets, gross		-		55,000
Less: accumulated depreciation		-		-
Total	$	-	$	55,000

Notes Payable

9 Months Ended

Jun. 30, 2023

Notes Payable [Abstract]

Notes Payable

Note 7 –Notes Payable

Notes payable consists of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023			September 30, 2022

Notes payable		-			-
On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $675,000 to US Canna Lab I, LLC (the “Canna Lab Note”). The Canna Lab Note carries interest at 12% per annum and is due on September 10, 2024, with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. In addition, the Company was advanced an additional $115,000 of funds during the year ended September 30, 2022 under the same terms as the original note. During the year ended September 30, 2022, the Company repaid $125,000 of the principal balance on the note. As a result of the Company not meeting the monthly payment obligations, the CannaLab Note is in technical default, however, no default notice has been provided by CannaLab as of the date of this filing. There are no additional obligations of the Company under default with the exception of being due on demand.	$	665,000		$	665,000

Total notes payable		665,000			665,000
Less: current maturities		(665,000	)		(665,000	)
Notes payable	$	-		$	-

Notes payable – discontinued operations

95,987

141,348

Convertible Notes Payable

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Convertible Notes Payable

Note 8 – Convertible Notes Payable

Related Party Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

	June 30,			September 30,
	2023			2022

Related party convertible notes payable	$	-		$	310,272
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 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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 4,550,000 common shares, which were recorded as debt discount with a relative fair value of $43,788. As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party.	$	350,000		$	350,000

Total related party convertible notes payable		350,000			350,000
Less: unamortized debt discounts		(17,993	)		(39,728	)
Total convertible debt		332,007			310,272
Less: current maturities		(332,007	)		-
Related party convertible notes payable	$	-		$	310,272

Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Convertible Notes Payable

	June 30,		September 30,
	2023		2022

Convertible notes payable	$	-	$	174,726
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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989.	$	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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 1,950,000 common shares, which were recorded as debt discount, with a relative fair value of $20,968.		150,000		150,000

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. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166 which was recorded as a debt discount.		355,469		355,469

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. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount.		350,000		350,000

On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8% interest rate, which matures on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102 which was recorded as a debt discount.		362,765			362,765

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		1,418,234			1,418,234
Less: unamortized debt discounts		(54,076	)		(45,039	)
Total convertible debt		1,364,158			1,373,195
Less: current maturities		(1,364,158	)		(1,198,469	)
Convertible notes payable	$	-		$	174,726

The Company recognized interest expense for the nine months ended June 30, 2023 and 2022, respectively, as follows:

Schedule of Interest Expense

	June 30,		June 30,
	2023		2022

Interest on notes payable		59,686		65,785
Amortization of beneficial conversion features		106,636		58,654
Interest on convertible notes		111,285		79,796
Total interest expense	$	277,607	$	204,235

Stockholders’ Equity

9 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 9 – Stockholders’ Equity

Preferred Stock

Series A

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

●	The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends.

●	The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred.

●	Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below.

●	Consent of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred.

●	Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

Series C

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

●	The shares of Series C Preferred are not entitled to dividends.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred.

●	The shares of Series C Preferred are not entitled to conversion rights.

Common Stock

Common stock consists of $0.001 par value, 250,000,000 shares authorized, of which 87,096,820 shares were issued and outstanding as of June 30, 2023.

During the nine months ended June 30, 2023, the Company issued 7,150,000 shares of its common stock in settlement of the common stock payable in the amount of $71,745.

Mezzanine Equity

9 Months Ended

Jun. 30, 2023

Mezzanine Equity

Mezzanine Equity

Note 10 – Mezzanine Equity

Series B

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

●	The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred may then be converted.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends.

●	Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred may then be converted.

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

Common Stock Options

9 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Common Stock Options

Note 11 – Common Stock Options

Stock Incentive Plan

Amortization of Stock-Based Compensation

The following is a summary of information about the stock options outstanding at June 30, 2023.

Shares Underlying Options Outstanding

Shares Underlying Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0056 – $0.13

8,120,000

5.28 years

0.052

6,020,000

0.069

	June 30,
	2023

Average risk-free interest rates		3.88	%
Average expected life (in years)		2.90
Volatility		184	%

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		6,020,000	$	0.069
Options issued		2,100,000		0.006
Options forfeited		-		-

Balance, June 30, 2023		8,120,000	$	0.052

Exercisable, June 30, 2023		6,020,000	$	0.069

Common Stock Warrants

9 Months Ended

Jun. 30, 2023

Common Stock Warrants

Common Stock Warrants

Note 12 – Common Stock Warrants

Warrants to purchase a total of 15,387,050 shares of common stock were outstanding as of June 30, 2023.

The following is a summary of information about our warrants to purchase common stock outstanding at June 30, 2023 (including those issued to both investors and service providers).

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074-0.10

15,387,050

9.01 years

0.02

15,387,050

0.02

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		1,500,000	$	0.10
Warrants granted		13,887,050	$	0.007
Warrants expired		-		-

Balance, June 30, 2023		15,387,050	$	0.016

Exercisable, June 30, 2023		15,387,050	$	0.016

Discontinued Operations

9 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 13 – Discontinued Operations

The balance sheets of Digipath Labs are summarized below:

	June 30, 2023		September 30, 2022
Current assets:
Accounts receivable, net	$	302,300	$	335,085
Deposits		18,675		25,141
Other current assets		32,400		32,971
Total current assets		353,375		393,197

Right-of-use asset		240,602		316,961
Fixed assets, net		365,986		405,823
Total long term assets		606,588		722,784
Total Assets	$	959,963	$	1,115,981

Current liabilities:
Accounts payable	$	241,991	$	334,909
Accrued expenses		58,439		32,571
Current portion of operating lease liabilities		110,772		100,685
Current maturities of notes payable		63,598		60,920
Total current liabilities		474,800		529,085

Operating lease liabilities		143,245		229,825
Notes payable		32,389		80,428
Total long term liabilities		175,634		310,253
Total Liabilities	$	650,434	$	839,338

The statements of operations of Digipath Labs combined are summarized below:


	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenues	$	785,224		$	682,665		$	2,272,689		$	1,986,985
Cost of sales		382,655			414,299			1,265,098			1,232,932
Gross profit		402,569			268,366			1,007,591			754,053

Operating expenses:
General and administrative		226,466			309,766			731,457			701,942
Professional fees		50,843			6,907			94,302			(1,176	)
Total operating expenses		277,309			316,673			825,759			700,766

Operating income(loss)		125,260			(48,307	)		181,832			53,287

Other income (expense):
Other income		322,798			-			322,798			-
Interest expense		(1,527	)		(4,670	)		(5,233	)		(13,106	)
Total other income (expense)		321,271			(4,670	)		317,565			(13,106	)

Net income (loss)	$	446,531		$	(52,977	)	$	499,397		$	40,181

Commitments and Contingencies

9 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies

Legal Contingencies

Nature of Business and Significant Accounting Policies (Policies)

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Business

Basis of Presentation

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 June 30, 2023:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Digipath, Inc.⁽¹⁾	Nevada	Parent
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc ⁽²⁾	California	Subsidiary
Digipath Labs S.A.S.⁽³⁾	Colombia	Subsidiary
VSSL Enterprises, Ltd.⁽⁴⁾	Canada	Subsidiary

⁽¹⁾	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
⁽²⁾	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired on March 11, 2020.

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.

Correction of an Error

Schedule of Correction of an Error

Consolidated Statement of Operations

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Professional Fees	$	635,969		$	(12,722	)	$	1,176		$	624,423
Total operating expenses		1,455,757			(12,722	)		(700,766	)		742,269
Operating loss		(701,704	)		12,722			(53,287	)		(742,269	)
Net loss		(1,240,654	)		12,722			-			(1,227,932	)
Deemed Dividend		-			(192,154	)		-			(192,154	)
Net Income (loss) to common shareholders		(1,240,654	)		(179,432	)		-			(1,420,086	)

Consolidated Statement of Cash Flows

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Net Loss	$	(1,240,654	)	$	12,722		$	(40,181	)	$	(1,268,113	)
Stock-based compensation		210,449			(12,722	)		-			197,727

Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred		278,000			(192,154	)		-			85,846
Deemed dividend on preferred exchange					192,154			-			192,154

Fair Value of Financial Instruments

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

Revenue Recognition

Discontinued Operations

Stock-Based Compensation

Income Taxes

Uncertain Tax Positions

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Basic and Diluted Loss Per Share

Reclassifications

Recently Issued Accounting Pronouncements

There are no 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.

Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Entities Under Common Control and Ownership

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2023:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Digipath, Inc.⁽¹⁾	Nevada	Parent
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc ⁽²⁾	California	Subsidiary
Digipath Labs S.A.S.⁽³⁾	Colombia	Subsidiary
VSSL Enterprises, Ltd.⁽⁴⁾	Canada	Subsidiary

⁽¹⁾	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
⁽²⁾	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired on March 11, 2020.

Schedule of Correction of an Error

Consolidated Statement of Operations

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Professional Fees	$	635,969		$	(12,722	)	$	1,176		$	624,423
Total operating expenses		1,455,757			(12,722	)		(700,766	)		742,269
Operating loss		(701,704	)		12,722			(53,287	)		(742,269	)
Net loss		(1,240,654	)		12,722			-			(1,227,932	)
Deemed Dividend		-			(192,154	)		-			(192,154	)
Net Income (loss) to common shareholders		(1,240,654	)		(179,432	)		-			(1,420,086	)

Consolidated Statement of Cash Flows

Line items for Q3-2022 effected by the restatement	Previously Reported			Correction of Error			Effect of Discontinued operations			Revised
Net Loss	$	(1,240,654	)	$	12,722		$	(40,181	)	$	(1,268,113	)
Stock-based compensation		210,449			(12,722	)		-			197,727

Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred		278,000			(192,154	)		-			85,846
Deemed dividend on preferred exchange					192,154			-			192,154

Fair Value of Financial Instruments (Tables)

9 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

Summary of Financial Instruments at Fair Value on Recurring Basis

	Level 1		Level 2		Level 3
	Fair Value Measurements at June 30, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	325,587	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $72,069		-		-		1,696,165

	Level 1		Level 2		Level 3
	Fair Value Measurements at September 30, 2022
	Level 1		Level 2		Level 3
Assets
Cash	$	56,168	$	-	$	-

Liabilities
Notes payable		-		665,000		-
Convertible notes payable, net of discounts of $84,767		-		-		1,683,467

Fixed Assets (Tables)

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Fixed Assets

Fixed assets consist of the following at June 30, 2023 and September 30, 2022:

Schedule of Fixed Assets

	June 30,		September 30,
	As of
	June 30,		September 30,
	2023		2022
Lab equipment		-		55,000
Fixed assets, gross		-		55,000
Less: accumulated depreciation		-		-
Total	$	-	$	55,000

Notes Payable (Tables)

9 Months Ended

Jun. 30, 2023

Notes Payable [Abstract]

Schedule of Notes Payable

Notes payable consists of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023			September 30, 2022

Notes payable		-			-
On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $675,000 to US Canna Lab I, LLC (the “Canna Lab Note”). The Canna Lab Note carries interest at 12% per annum and is due on September 10, 2024, with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. In addition, the Company was advanced an additional $115,000 of funds during the year ended September 30, 2022 under the same terms as the original note. During the year ended September 30, 2022, the Company repaid $125,000 of the principal balance on the note. As a result of the Company not meeting the monthly payment obligations, the CannaLab Note is in technical default, however, no default notice has been provided by CannaLab as of the date of this filing. There are no additional obligations of the Company under default with the exception of being due on demand.	$	665,000		$	665,000

Total notes payable		665,000			665,000
Less: current maturities		(665,000	)		(665,000	)
Notes payable	$	-		$	-

Notes payable – discontinued operations

95,987

141,348

Convertible Notes Payable (Tables)

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Related Party Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

	June 30,			September 30,
	2023			2022

Related party convertible notes payable	$	-		$	310,272
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 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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 4,550,000 common shares, which were recorded as debt discount with a relative fair value of $43,788. As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party.	$	350,000		$	350,000

Total related party convertible notes payable		350,000			350,000
Less: unamortized debt discounts		(17,993	)		(39,728	)
Total convertible debt		332,007			310,272
Less: current maturities		(332,007	)		-
Related party convertible notes payable	$	-		$	310,272

Schedule of Convertible Notes Payable

Convertible notes payable consist of the following at June 30, 2023 and September 30, 2022, respectively:

Schedule of Convertible Notes Payable

	June 30,		September 30,
	2023		2022

Convertible notes payable	$	-	$	174,726
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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989.	$	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. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue 1,950,000 common shares, which were recorded as debt discount, with a relative fair value of $20,968.		150,000		150,000

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. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166 which was recorded as a debt discount.		355,469		355,469

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. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount.		350,000		350,000

On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8% interest rate, which matures on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102 which was recorded as a debt discount.		362,765			362,765

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		1,418,234			1,418,234
Less: unamortized debt discounts		(54,076	)		(45,039	)
Total convertible debt		1,364,158			1,373,195
Less: current maturities		(1,364,158	)		(1,198,469	)
Convertible notes payable	$	-		$	174,726

Schedule of Interest Expense

The Company recognized interest expense for the nine months ended June 30, 2023 and 2022, respectively, as follows:

Schedule of Interest Expense

	June 30,		June 30,
	2023		2022

Interest on notes payable		59,686		65,785
Amortization of beneficial conversion features		106,636		58,654
Interest on convertible notes		111,285		79,796
Total interest expense	$	277,607	$	204,235

Common Stock Options (Tables)

9 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Common Stock Options Outstanding

The following is a summary of information about the stock options outstanding at June 30, 2023.

Shares Underlying Options Outstanding

Shares Underlying Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0056 – $0.13

8,120,000

5.28 years

0.052

6,020,000

0.069

Schedule of Weighted-Average Assumptions Used for Grants

	June 30,
	2023

Average risk-free interest rates		3.88	%
Average expected life (in years)		2.90
Volatility		184	%

Schedule of Activity of Outstanding Common Stock Options

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		6,020,000	$	0.069
Options issued		2,100,000		0.006
Options forfeited		-		-

Balance, June 30, 2023		8,120,000	$	0.052

Exercisable, June 30, 2023		6,020,000	$	0.069

Common Stock Warrants (Tables)

9 Months Ended

Jun. 30, 2023

Common Stock Warrants

Summary of Common Stock Warrants Outstanding

The following is a summary of information about our warrants to purchase common stock outstanding at June 30, 2023 (including those issued to both investors and service providers).

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074-0.10

15,387,050

9.01 years

0.02

15,387,050

0.02

Schedule of Outstanding Common Stock Warrants Activity

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

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2022		1,500,000	$	0.10
Warrants granted		13,887,050	$	0.007
Warrants expired		-		-

Balance, June 30, 2023		15,387,050	$	0.016

Exercisable, June 30, 2023		15,387,050	$	0.016

Discontinued Operations (Tables)

9 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures

The balance sheets of Digipath Labs are summarized below:

	June 30, 2023		September 30, 2022
Current assets:
Accounts receivable, net	$	302,300	$	335,085
Deposits		18,675		25,141
Other current assets		32,400		32,971
Total current assets		353,375		393,197

Right-of-use asset		240,602		316,961
Fixed assets, net		365,986		405,823
Total long term assets		606,588		722,784
Total Assets	$	959,963	$	1,115,981

Current liabilities:
Accounts payable	$	241,991	$	334,909
Accrued expenses		58,439		32,571
Current portion of operating lease liabilities		110,772		100,685
Current maturities of notes payable		63,598		60,920
Total current liabilities		474,800		529,085

Operating lease liabilities		143,245		229,825
Notes payable		32,389		80,428
Total long term liabilities		175,634		310,253
Total Liabilities	$	650,434	$	839,338

The statements of operations of Digipath Labs combined are summarized below:


	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenues	$	785,224		$	682,665		$	2,272,689		$	1,986,985
Cost of sales		382,655			414,299			1,265,098			1,232,932
Gross profit		402,569			268,366			1,007,591			754,053

Operating expenses:
General and administrative		226,466			309,766			731,457			701,942
Professional fees		50,843			6,907			94,302			(1,176	)
Total operating expenses		277,309			316,673			825,759			700,766

Operating income(loss)		125,260			(48,307	)		181,832			53,287

Other income (expense):
Other income		322,798			-			322,798			-
Interest expense		(1,527	)		(4,670	)		(5,233	)		(13,106	)
Total other income (expense)		321,271			(4,670	)		317,565			(13,106	)

Net income (loss)	$	446,531		$	(52,977	)	$	499,397		$	40,181

Schedule of Entities Under Common Control and Ownership (Details)

9 Months Ended

Jun. 30, 2023

Entities Under Common Control and Ownership One [Member]

Name of Entity

Digipath, Inc.

^[1]

Jurisdiction of Incorporation

Nevada

Relationship

Parent

Entities Under Common Control and Ownership Two [Member]

Name of Entity

Digipath Labs, Inc.

Jurisdiction of Incorporation

Nevada

Relationship

Subsidiary

Entities Under Common Control and Ownership Three [Member]

Name of Entity

Digipath Labs CA, Inc

^[2]

Jurisdiction of Incorporation

California

Relationship

Subsidiary

Entities Under Common Control and Ownership Four [Member]

Name of Entity

Digipath Labs S.A.S.

^[3]

Jurisdiction of Incorporation

Colombia

Relationship

Subsidiary

Entities Under Common Control and Ownership Five [Member]

Name of Entity

VSSL Enterprises, Ltd.

^[4]

Jurisdiction of Incorporation

Canada

Relationship

Subsidiary

[1]	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.
[2]	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
[3]	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
[4]	Acquired on March 11, 2020.

Schedule of Correction of an Error (Details) - USD ($)	3 Months Ended						9 Months Ended
Schedule of Correction of an Error (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Professional Fees	$ 86,435			$ 74,201			$ 262,072	$ 624,423
Total operating expenses	95,250			109,912			356,085	742,269
Operating loss	(95,250)			(109,912)			(356,085)	(742,269)
Net loss	293,533	$ (67,498)	$ (240,330)	(576,733)	$ (373,596)	$ (277,603)	(14,295)	(1,227,932)
Deemed Dividend								(192,154)
Net Income (loss) to common shareholders	293,533			(576,733)			(14,295)	(1,420,086)
Net Loss	$ (152,998)			$ (523,756)			(513,692)	(1,268,113)
Stock-based compensation							55,672	197,727
Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred								85,846
Deemed dividend on preferred exchange								192,154
Previously Reported [Member]
Professional Fees								635,969
Total operating expenses								1,455,757
Operating loss								(701,704)
Net loss								(1,240,654)
Deemed Dividend
Net Income (loss) to common shareholders								(1,240,654)
Net Loss								(1,240,654)
Stock-based compensation								210,449
Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred								278,000
Revision of Prior Period, Error Correction, Adjustment [Member]
Professional Fees								(12,722)
Total operating expenses								(12,722)
Operating loss								12,722
Net loss								12,722
Deemed Dividend								(192,154)
Net Income (loss) to common shareholders								(179,432)
Net Loss								12,722
Stock-based compensation								(12,722)
Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred								(192,154)
Deemed dividend on preferred exchange								192,154
Effect Of Discontinued Operations [Member]
Professional Fees								1,176
Total operating expenses								(700,766)
Operating loss								(53,287)
Net loss
Deemed Dividend
Net Income (loss) to common shareholders
Net Loss								(40,181)
Stock-based compensation
Non-cash Investing and Financing Activities
Conversion of Series A preferred into Series B preferred
Deemed dividend on preferred exchange

Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Apr. 20, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Equity Method Investments [Line Items]
Cash purchase price				$ 275,000	$ 175,000
Antidilutive securities		96,705,198	72,520,865	96,705,198	72,520,865
Discontinued Operations, Held-for-Sale [Member] \| Purchase Agreement [Member]
Schedule of Equity Method Investments [Line Items]
Cash purchase price	$ 2,300,000

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital	$ 2,567,011
Accumulated deficit	20,023,066	$ 20,008,771
Cash	$ 325,587	$ 56,168

Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash	$ 325,587	$ 56,168
Notes payable
Convertible notes payable, net of discounts of $84,767
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash
Notes payable	665,000	665,000
Convertible notes payable, net of discounts of $84,767
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash
Notes payable
Convertible notes payable, net of discounts of $84,767	$ 1,696,165	$ 1,683,467

Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Convertible Debt [Member]
Short-Term Debt [Line Items]
Convertible notes discounts	$ 72,069	$ 84,767

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Dec. 31, 2021	Jun. 30, 2023
Related Party Transaction [Line Items]
Compensation for services	$ 2,560	$ 52,500
Officer [Member]
Related Party Transaction [Line Items]
Common stock granted			3,400,000
Compensation for services			$ 24,820
Directors [Member]
Related Party Transaction [Line Items]
Common stock granted			1,400,000
Director [Member]
Related Party Transaction [Line Items]
Common stock granted			1,400,000
Compensation for services			$ 9,860
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Service for incurred fees			45,000
Service for incurred fees			111,437
Board Of Directors [Member]
Related Party Transaction [Line Items]
Service for incurred fees			47,000
Payment to directors			30,000
Payments waived off			138,000
Due to related party	5,000		5,000
Officer And Directors [Member]
Related Party Transaction [Line Items]
Reimbursable expenses	$ 2,813		$ 2,813

Note Receivable (Details Narrative) - USD ($)							13 Months Ended
Note Receivable (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Dec. 08, 2022	Sep. 30, 2022	Aug. 23, 2021	Jun. 13, 2019
Financing Receivable, Modified [Line Items]
Purchase price note receivable							$ 100,000
Northwest Analytical Labs, Inc. [Member] \| Related Party [Member]
Financing Receivable, Modified [Line Items]
Loan received from related party									$ 95,000
Debt instrument stated percentage									10.00%
C3 Labs, Inc., [Member] \| Related Party [Member]
Financing Receivable, Modified [Line Items]
Loan received from related party							$ 1,047,649	$ 1,047,649
Debt instrument stated percentage							8.00%	8.00%
Debt Instrument, Maturity Date							Aug. 23, 2022
Interest receivable							$ 64,017
Invictus Wealth Group [Member] \| Asset Purchase Agreement [Member]
Financing Receivable, Modified [Line Items]
Debt instrument stated percentage						10.00%
Debt Instrument, Maturity Date						Dec. 31, 2023
Purchase price note receivable						$ 900,000
Upfront payment						275,000
Purchase price note receivable						$ 625,000
Debt final payment				$ 100,000
Received portion of upfront payment					$ 275,000
Invictus Wealth Group [Member] \| Asset Purchase Agreement [Member] \| Forecast [Member]
Financing Receivable, Modified [Line Items]
Debt final payment		$ 425,000	$ 100,000
Invictus Wealth Group [Member] \| Asset Purchase Agreement [Member] \| Forecast [Member] \| Extended Maturity [Member]
Financing Receivable, Modified [Line Items]
Debt final payment	$ 425,000	$ 100,000	$ 100,000

Schedule of Fixed Assets (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Lab equipment		$ 55,000
Fixed assets, gross		55,000
Less: accumulated depreciation
Total		$ 55,000

Fixed Assets (Details Narrative) - USD ($)	9 Months Ended
Fixed Assets (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Impairment expense	$ 55,000

Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Notes payable
Total notes payable	665,000	665,000
Less: current maturities	(665,000)	(665,000)
Notes payable
Notes Payable [Member]
Short-Term Debt [Line Items]
Total notes payable	665,000	665,000
Notes Payable [Member] \| Discontinued Operations [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 95,987	$ 141,348

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)			12 Months Ended
	Sep. 10, 2021	Dec. 26, 2019	Sep. 30, 2022
Canna Lab Note [Member]
Short-Term Debt [Line Items]
Principal amount	$ 675,000
Debt instrument stated percentage	12.00%
Debt instrument, maturity date	Sep. 10, 2024
Debt instrument periodic payment	$ 22,419.66
Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Debt conversion original debt amount			$ 115,000
Repayments of notes payable			$ 125,000
Note Payable [Member] \| Discontinued Operations [Member]
Short-Term Debt [Line Items]
Debt instrument stated percentage		5.75%
Debt instrument, maturity date		Dec. 26, 2024
Debt instrument periodic payment		$ 5,622
Payments for lab equipment		377,124
Proceeds from bank loan		$ 291,931
Debt instrument term description		5 years

Notes Payable (Details Narrative) - USD ($)	9 Months Ended
Notes Payable (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Note Payable [Member]
Short-Term Debt [Line Items]
Interest expense	$ 59,686	$ 65,785

Schedule of Related Party Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Total related party convertible notes payable	$ 1,418,234	$ 1,418,234
Total convertible debt	1,364,158	1,373,195
Less: current maturities	(1,364,158)	(1,198,469)
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Less: unamortized debt discounts	(72,069)
Related Party [Member]
Short-Term Debt [Line Items]
Related party convertible notes payable		310,272
Total related party convertible notes payable	350,000	350,000
Less: unamortized debt discounts	(17,993)	(39,728)
Total convertible debt	332,007	310,272
Less: current maturities	(332,007)
Related Party [Member] \| Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Total related party convertible notes payable	$ 350,000	$ 350,000

Schedule of Related Party Convertible Notes Payable (Details) (Parenthetical) - USD ($)					9 Months Ended
	Aug. 08, 2022	Dec. 29, 2020	Dec. 28, 2020	Feb. 11, 2020	Jun. 30, 2023	Jun. 30, 2022
Short-Term Debt [Line Items]
Proceeds from convertible debt						$ 402,765
Secured Subordinated Convertible Promissory Note [Member] \| Accredited Investors [Member]
Short-Term Debt [Line Items]
Principal amount		$ 50,000	$ 400,000	$ 350,000
Maturity date	Feb. 11, 2024			Aug. 10, 2022
Debt instrument interest percentage				9.00%
Conversion price		$ 0.03	$ 0.03	$ 0.15
Proceeds from convertible debt			$ 50,000
Debt converted principal value, shares		1,666,667
Shares of common stock issued	4,550,000
Debt instrument fair value	$ 43,788

Schedule of Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Total convertible notes payable	$ 1,418,234	$ 1,418,234
Less: unamortized debt discounts	(54,076)	(45,039)
Total convertible debt	1,364,158	1,373,195
Less: current maturities	(1,364,158)	(1,198,469)
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	50,000	50,000
Convertible Notes Payable Two [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	150,000	150,000
Convertible Notes Payable Three [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	355,469	355,469
Convertible Notes Payable Four [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	350,000	350,000
Convertible Notes Payable Five [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	362,765	362,765
Convertible Notes Payable Six [Member]
Short-Term Debt [Line Items]
Total convertible notes payable	150,000	150,000
Nonrelated Party [Member]
Short-Term Debt [Line Items]
Convertible notes payable		$ 174,726

Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)												9 Months Ended		12 Months Ended
	Oct. 02, 2022	Aug. 08, 2022	Sep. 30, 2021	Feb. 22, 2021	Dec. 29, 2020	Dec. 28, 2020	Sep. 30, 2020	Feb. 11, 2020	Sep. 23, 2019	Nov. 08, 2018	Nov. 05, 2018	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Short-Term Debt [Line Items]
Proceeds from convertible debt													$ 402,765
Amortization of debt discount premium												$ 106,636	$ 58,654
Debt instrument purchase of warrant												15,387,050
9% Secured Convertible Promissory Note [Member] \| Accredited Investors [Member]
Short-Term Debt [Line Items]
Principal amount					$ 10,000	$ 60,000		$ 50,000
Maturity date		Feb. 11, 2024						Aug. 11, 2022
Debt instrument interest percentage								9.00%
Conversion price					$ 0.03	$ 0.03		$ 0.15
Proceeds from convertible debt						$ 10,000
Debt converted principal value, shares					333,334
Shares issued		650,000
Debt instrument fair value		$ 6,989
9% Secured Subordinated Convertible Promissory Note [Member] \| Accredited Investors [Member]
Short-Term Debt [Line Items]
Principal amount						$ 200,000		$ 150,000
Maturity date		Feb. 11, 2024						Aug. 11, 2022
Debt instrument interest percentage								9.00%
Conversion price					$ 0.03	$ 0.03		$ 0.15
Proceeds from convertible debt						$ 50,000
Debt converted principal value, shares					1,666,667
Debt converted principal amount					$ 50,000
9% Secured Subordinated Convertible Promissory Note [Member] \| Accredited Investors One [Member]
Short-Term Debt [Line Items]
Shares issued								1,950,000
Debt instrument fair value		$ 20,968
Senior Secured Convertible Note [Member]
Short-Term Debt [Line Items]
Maturity date	Feb. 11, 2024						Aug. 10, 2022		Aug. 10, 2022
Debt instrument interest percentage									8.00%
Conversion price				$ 0.03			$ 0.03		$ 0.11
Proceeds from convertible debt									$ 200,000
Debt converted principal value, shares				3,000,000
Debt converted principal amount				$ 90,000
Debt instrument periodic payment			$ 355,469
Amortization of debt discount premium			$ 98,188
Debt instrument purchase of warrant	4,621,105
Debt instrument fair value of warrant	$ 32,166
Senior Secured Convertible Note One [Member]
Short-Term Debt [Line Items]
Maturity date	Feb. 11, 2024						Aug. 10, 2022			Aug. 10, 2022
Debt instrument interest percentage										8.00%
Conversion price							$ 0.03			$ 0.14
Proceeds from convertible debt										$ 350,000
Debt instrument purchase of warrant	4,550,000
Debt instrument fair value of warrant	$ 31,671
Senior Secured Convertible Note Two [Member]
Short-Term Debt [Line Items]
Maturity date	Feb. 11, 2024
Debt instrument interest percentage	8.00%
Conversion price	$ 0.01
Debt instrument purchase of warrant	4,715,945
Debt instrument fair value of warrant	$ 30,102
Debt conversion original debt amount														$ 362,765
Senior Secured Convertible Note Three [Member]
Short-Term Debt [Line Items]
Maturity date							Aug. 10, 2022				Aug. 10, 2022
Debt instrument interest percentage											8.00%
Conversion price							$ 0.03				$ 0.14
Proceeds from convertible debt											$ 150,000

Schedule of Interest Expense (Details) - USD ($)	9 Months Ended
Schedule of Interest Expense (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Interest on notes payable	$ 59,686	$ 65,785
Amortization of beneficial conversion features	106,636	58,654
Interest on convertible notes	111,285	79,796
Total interest expense	$ 277,607	$ 204,235

Convertible Notes Payable (Details Narrative) - USD ($)	9 Months Ended
Convertible Notes Payable (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Short-Term Debt [Line Items]
Amortization of debt discounts	$ 106,636	$ 58,654
Maximum Share Amount [Member]
Short-Term Debt [Line Items]
Maximum amount owned percentage of issued and outstanding common shares	4.99%
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt discount conversion feature of convertible debt	$ 93,938
Amortization of debt discounts	106,636	58,654
Unamortized discounts	72,069
Convertible notes interest expense	$ 111,285	$ 79,796

Stockholders’ Equity (Details Narrative) - USD ($)		3 Months Ended				9 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Mar. 02, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Sep. 30, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized		10,000,000				10,000,000
Preferred stock, par value		$ 0.001				$ 0.001
Stock repurchased, value			$ 100
Common stock par value		$ 0.001				$ 0.001	$ 0.001
Common stock authorized		250,000,000				250,000,000	250,000,000
Common stock, shares issued		87,096,820				87,096,820	75,146,820
Common stock, shares outstanding		87,096,820				87,096,820	75,146,820
Issuance of common shares to settle stock payable
Compensation for services		$ 2,560			$ 52,500
Officer [Member]
Class of Stock [Line Items]
Common stock granted						3,400,000
Compensation for services						$ 24,820
Director [Member]
Class of Stock [Line Items]
Common stock granted						1,400,000
Compensation for services						$ 9,860
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		6,000,000				6,000,000	6,000,000
Preferred stock, par value		$ 0.001				$ 0.001	$ 0.001
Preferred stock, shares issued		1,047,942				1,047,942	1,047,942
Preferred stock, shares outstanding		1,047,942				1,047,942	1,047,942
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized		1,500,000				1,500,000	1,500,000
Temporary equity, shares issued		333,600				333,600	333,600
Temporary equity, shares outstanding		333,600				333,600	333,600
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000				1,000
Preferred stock, shares designated remaining		2,499,000				2,499,000
Preferred stock voting rights						the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred Stock.
Preferred stock voting rights		$ 0.10				$ 0.10
Conversion of stock description						Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred.
Stock repurchased, value	$ 100
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000				1,000	1,000
Preferred stock, par value		$ 0.001				$ 0.001	$ 0.001
Preferred stock, shares issued		0				0	1,000
Preferred stock, shares outstanding		0				0	1,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted						1,047,942
Convertible shares		5,239,710				5,239,710
Common stock, terms of conversion						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.
Percentage of distribution on purchase price		100.00%				100.00%
Series A Preferred Stock [Member] \| Noteholders [Member]
Class of Stock [Line Items]
Percentage of equity beneficial ownership		4.99%				4.99%
Common Stock [Member]
Class of Stock [Line Items]
Issuance of common shares to settle stock payable, shares						7,150,000
Issuance of common shares to settle stock payable						$ 71,745

Mezzanine Equity (Details Narrative)	9 Months Ended
Mezzanine Equity (Details Narrative)	Jun. 30, 2023 $ / shares shares
Preferred stock, par value	$ 0.001
Conversion of stock shares issued \| shares	8,340,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 1.00
Conversion price	$ 0.04
Conversion shares converted \| shares	333,600
Common stock, terms of conversion	No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.
Conversion of stock description	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends.

Summary of Common Stock Options Outstanding (Details)	9 Months Ended
Summary of Common Stock Options Outstanding (Details)	Jun. 30, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Range of Exercise Price, Minimum	$ 0.0056
Range of Exercise Price, Maximum	$ 0.13
Number of Options Outstanding \| shares	8,120,000
Weighted Average Remaining Contractual Life	5 years 3 months 10 days
Weighted Average Exercise Price	$ 0.052
Number of Shares Exercisable \| shares	6,020,000
Weighted Average Exercise Price Exercisable	$ 0.069

Schedule of Weighted-Average Assumptions Used for Grants (Details)	9 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Average risk-free interest rates	3.88%
Average expected life	2 years 10 months 24 days
Volatility	184.00%

Schedule of Activity of Outstanding Common Stock Options (Details)	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Shares Outstanding, Beginning balance \| shares	6,020,000
Weighted Average Exercise Price, Outstanding, Beginning \| $ / shares	$ 0.069
Number of Shares Options issued \| shares	2,100,000
Weighted Average Exercise Price, Options issued \| $ / shares	$ 0.006
Number of Shares Options forfeited \| shares
Weighted Average Exercise Price, Options Forfeited \| $ / shares
Number of Shares Outstanding, Ending balance \| shares	8,120,000
Weighted Average Exercise Price, Outstanding, Ending \| $ / shares	$ 0.052
Number of Shares Exercisable \| shares	6,020,000
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 0.069

Common Stock Options (Details Narrative) - USD ($)		9 Months Ended
Common Stock Options (Details Narrative) - USD ($)	Jun. 21, 2016	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Volatility rate		184.00%
Expected term		2 years 10 months 24 days
Weighted average fair value of options granted with exercise price		$ 0.006
Intrinsic value , outstanding		$ 3,150
Intrinsic value , exercisable		$ 0
Market price, per share		$ 0.007
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average fair value of options granted with exercise price		$ 0.006
Amortization of Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expenses		$ 20,992	$ 66,949
Unamortized expenses expected to be expensed		$ 4,643
2012 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Volatility rate		184.00%
Call option values price		$ 0.00497
Exercise prices		$ 0.0056
Expected term		5 years 9 months
2012 Stock Incentive Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued to certain employees		2,100,000
Total fair value		$ 10,446
2012 Stock Incentive Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued under stock plan	11,500,000

Summary of Common Stock Warrants Outstanding (Details)	9 Months Ended
Summary of Common Stock Warrants Outstanding (Details)	Jun. 30, 2023 $ / shares shares
Common Stock Warrants
Range of Exercise Price, Minimum	$ 0.0074
Range of Exercise Price, Minimum	$ 0.10
Number of Warrants Outstanding \| shares	15,387,050
Weighted Average Remaining Contractual Life	9 years 3 days
Weighted Average Exercise Price	$ 0.02
Number of Warrants Exercisable \| shares	15,387,050
Weighted Average Exercise Price, Exercisable	$ 0.02

Schedule of Outstanding Common Stock Warrants Activity (Details)	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Common Stock Warrants
Number of Shares, Balance beginning \| shares	1,500,000
Weighted Average Exercise Price, Balance beginning	$ 0.10
Number of Shares, Warrants granted \| shares	13,887,050
Weighted Average Exercise Price, Warrants granted	$ 0.007
Number of Shares, Warrants expired \| shares
Weighted Average Exercise Price, Warrants expired
Number of Shares, Balance ending \| shares	15,387,050
Weighted Average Exercise Price, Balance, ending	$ 0.016
Weighted Average Exercise Price, Balance, ending	15,387,050
Weighted Average Exercise Price, Exercisable	$ 0.016

Common Stock Warrants (Details Narrative)	9 Months Ended
Common Stock Warrants (Details Narrative)	Jun. 30, 2023 USD ($) $ / shares shares
Number of warrant to purchase of common stock shares \| shares	15,387,050
Warrant [Member]
Warrants, intrinic value \| $	$ 0
Intrinsic value, market price per share \| $ / shares	$ 0.007

Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Current assets:
Accounts receivable, net	$ 302,300		$ 302,300		$ 335,085
Deposits	18,675		18,675		25,141
Other current assets	32,400		32,400		32,971
Total current assets	353,375		353,375		393,197
Right-of-use asset	240,602		240,602		316,961
Fixed assets, net	365,986		365,986		405,823
Total long term assets	606,588		606,588		722,784
Total Assets	959,963		959,963		1,115,981
Current liabilities:
Accounts payable	241,991		241,991		334,909
Accrued expenses	58,439		58,439		32,571
Current portion of operating lease liabilities	110,772		110,772		100,685
Current maturities of notes payable	63,598		63,598		60,920
Total current liabilities	474,800		474,800		529,085
Operating lease liabilities	143,245		143,245		229,825
Notes payable	32,389		32,389		80,428
Total long term liabilities	175,634		175,634		310,253
Total Liabilities	650,434		650,434		$ 839,338
Revenues	785,224	$ 682,665	2,272,689	$ 1,986,985
Cost of sales	382,655	414,299	1,265,098	1,232,932
Gross profit	402,569	268,366	1,007,591	754,053
Operating expenses:
General and administrative	226,466	309,766	731,457	701,942
Professional fees	50,843	6,907	94,302	(1,176)
Total operating expenses	277,309	316,673	825,759	700,766
Operating income(loss)	125,260	(48,307)	181,832	53,287
Other income (expense):
Other income	322,798		322,798
Interest expense	(1,527)	(4,670)	(5,233)	(13,106)
Total other income (expense)	321,271	(4,670)	317,565	(13,106)
Net income (loss)	$ 446,531	$ (52,977)	$ 499,397	$ 40,181

Discontinued Operations (Details Narrative) - USD ($)		9 Months Ended
Discontinued Operations (Details Narrative) - USD ($)	Apr. 20, 2023	Jun. 30, 2023	Jun. 30, 2022	Apr. 20, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash purchase price		$ 275,000	$ 175,000
Working capital		$ (2,567,011)
Deposits				$ 230,000
Purchase Agreement [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Working capital	$ 150,000
Discontinued Operations, Held-for-Sale [Member] \| Purchase Agreement [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash purchase price	$ 2,300,000

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