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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2023

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to ____________

 Commission
file number: 000-54239

INC.

 (Exact
name of registrant as specified in its charter)

 nevada

 27-3601979

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 6450
Cameron Street, Suite 113

 Las
Vegas, Nevada 89118

 (Address
of principal executive offices and zip code)

 Registrant's
telephone number, including area code: (702) 527-2060

 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

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes

 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes

 No

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

 Yes

 No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes

 No

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 the 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).

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

 Yes

 No

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant based upon the closing price of
$0.0079 per share as of March 31, 2023 was approximately $ 604,532.

 As
of January 16, 2024, there were 87,096,820 shares of registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

 Explanatory
Note

Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amended Report") to amend its Annual
Report for the year ended September 30, 2023, that was originally filed with the U.S. Securities and Exchange Commission (the
"SEC") on January 16, 2024 (the "Original Report"), to correct the audit opinion of the predecessor auditor.
Consequently, the previously filed consolidated financial statements for the year ended September 30, 2022, should no longer be
relied upon.

 Background

 On
January 16, 2024, the Company's predecessor auditor notified the Company that certain language and statements included in its audit
opinion of the financial statements for the year ended September 30, 2022 were incorrect and needed to be revised.

 Items
Amended in this Amended Report

 The
following sections in the Original Report are revised in this Amended Report, solely as a result of, and to reflect, the restatement:

 Part
 II - Item 8. Financial Statements and Supplementary Data

 In
addition, in accordance with SEC rules, Part IV, Item 15 of the Original Report has been amended to include the currently-dated certifications
from the Company's principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. The certifications of the principal executive officer and principal financial officer are included in this Amended Report
as Exhibits 31.1, 31.2, 32.1 and 32.2.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item
 1C. Cybersecurity

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 PART
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Selected Financial Data

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item
 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 PART
 IV

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 SIGNATURES

 PART
I

 Forward
Looking Statements

 This
Form 10-K/A contains "forward-looking" statements including statements regarding our expectations of our future operations.
For this purpose, any statements contained in this Form 10-K/A that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within our control.

 These
risks and uncertainties include demand for our products and services, governmental regulation of the cannabis industry, our ability to
maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the
adequacy of our liquidity and financial strength to support our growth, general economic and market conditions; our ability to sustain,
manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing
government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, difficulty in forecasting
operating results, change in business strategy or development plans, business disruptions, and the ability to attract and retain qualified
personnel. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place
undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions
we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report.
All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on
our behalf are expressly qualified in their entirety by this section.

 ITEM
1. DESCRIPTION OF BUSINESS

 Overview

Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries ("Digipath," the "Company,"
"we," "our" or "us") are a service-oriented independent testing laboratory and data analytics company
focused on the developing cannabis and hemp markets, and supports the cannabis industry's best practices for reliable testing.
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 serving the state of
Nevada since 2015.

 On
April 20, 20 23, the Company and Digipath Labs, Inc., a wholly-owned subsidiary of the Company ("Digipath
Labs"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with DPL NV, LLC (the "Buyer")
pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2.3 million,
subject to adjustment. The closing of the transaction contemplated by the Purchase Agreement is subject to the approval of the Nevada
Cannabis Compliance Board (the "CCB") being obtained by June 30, 2024. We believe that the transaction may close as early
as January 2024. Upon closing of the asset sale, the Company intends to seek to acquire another business. The Company has not yet commenced
a search for candidates.

 In
connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and Buyer entered into a Management
Services Agreement, dated as of April 30, 2023 (the "Services Agreement"), pursuant to which the Buyer was engaged to manage the operations of the
Company's cannabis testing laboratory, subject to the approval of the CCB which was obtained on October 17, 2023. The
descriptions of the Purchase Agreement and the Services Agreement are qualified in their entirety by reference to the actual terms
thereof; such agreements have been filed with the SEC. See also Note 14.

 Business

 Our
cannabis testing business is operated through our wholly owned subsidiary, Digipath Labs, which performs all cannabis related testing
using FDA-compliant laboratory equipment and processes. We opened our first testing lab in Las Vegas, Nevada in May of 2015 to serve
the new State approved and licensed medical marijuana industry. We have decreased our focus on expansion efforts since the signing of
the Purchase Agreement.

 We
seek to be the nation's highest standard, full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products.
We are a third party independent testing laboratory facility for cannabis, cannabis infused products, hemp and other botanical nutraceuticals
to serve growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products.

 Our
mission is to provide pharmaceutical-grade analysis and testing to the cannabis and hemp industry, under ISO-17025:2017 guidelines, to
ensure consumers and patients know exactly what is in the cannabis and hemp they ingest and to help maximize the quality of our client's
products through research, development and standardization.

 As
a premier cannabis and hemp testing laboratory with ISO-17025:2017 accreditation, we take a careful, strategic approach to all of our
cannabis and hemp testing. A diverse array of tests combined with our lab equipment and analytical instrumentation enable us to accurately
test cannabis and hemp for potency, the presence of pesticides, microbial contamination, metals and heavy metals, which include, but
are not limited to, substances like arsenic, cadmium, lead, or mercury. Not only is testing for potency and Cannabidiol ("CBD")
and tetrahydrocannabinol ("THC") content important, we recognize that more profound testing is needed particularly as a true
national standard is developed. Digipath Labs is committed to follow Food and Drug Administration ("FDA"), Drug Enforcement
Agency ("DEA"), Environmental Protection Agency ("EPA"), and US Department of Agriculture ("USDA")
guidelines, proprietary standard operating procedures ("SOP"), and Good Lab Practices ("GLP") that are in line
with current Federal and State governing bodies. We utilize a variety of tests to safely and effectively share enhanced understanding
of the cannabis plant with caregivers, dispensaries and patients. We are committed to the advancement of science by offering a method
of standardization for cannabis that is intricate and accurate. This approach and our investment in state-of-the-art testing equipment
are of the utmost importance.

Labs screens medicinal and recreational cannabis for potentially harmful contaminants, including:

 -
Residual Solvents (for extracts)

 -
Moisture

 -
Water Activity

 -
Visual Inspection

 -
Pesticides

 -
Heavy metals, including mercury, arsenic, lead, cadmium, chromium and nickel

 -
Biological toxins, such as aflatoxin and ocratoxins

 -
Microbial contaminants including E. coli, salmonella, coliforms, aspergillus, gram negative bacteria, total aerobic bacteria and mold
and yeast

Labs also tests cannabis and hemp for its quality, potency, and cannabinoid and terpene profiles, which determine the suitability of
specific chemoprofiles for the treatment of specific ailments.

 We
utilize one of our two Ultra-High Performance Liquid Chromatographs ("UPLC"), which accurately separates and measures the
cannabinoid content of any sample of flower, edible, concentrate or other cannabis products. Our Inductively Coupled Plasma Mass Spectrometer
("ICP-MS") is utilized for heavy metals testing, and provides accurate readings for harmful metals ensuring that the Parts
Per Billion ("PPB") are substantially below the regulated and accepted trace amounts. Our laboratory testing equipment is
calibrated using third party reference standards to ensure precision measurements throughout the testing process and has been certified
in accordance with ISO-17025:2017 standards.

 With
accurate science becoming a major part of the cannabis and hemp industry, the major question is one of standards; we hold ourselves accountable
and provide efficient and accurate research and results to our clients. Our test results are meant to help dispensaries, caregivers and
patients know the concentration and quality of their cannabis without having to question the credibility of the data.

 Market
Overview

 According
to New Frontier Data, a cannabis researcher based in Washington, D.C., the hemp CBD business worldwide will grow from $4.4 billion in
2018 to over $14.7 billion by 2026, and the worldwide cannabis industry in 2019 generated $15 billion. In 2024 that will increase to
$44.8 billion. Total legal sales of cannabis in current legal states are projected to grow at a compound annual growth rate (CAGR) of
14% over the next six years, reaching nearly $30 billion by 2025. This figure takes into account the likely projection that more states
will legalize. Currently, thirty-nine states and the District of Columbia have passed some kind of medical and/or adult use marijuana
laws.

 *

 Annual
 sales of medical cannabis are projected to grow at a 17% CAGR through 2025, to an estimated $13.1 billion by 2025; adult-use sales
 are projected to grow at a 16% CAGR, to $16.6 billion.

 *

 An
 estimated 38.4 million U.S. adults consume cannabis at least once annually, from either a legal or illicit source.

 *

 36%
 of cannabis consumers report using cannabis daily, and 59% use cannabis at least once a week.

 With
increased legalization nationwide, the lab-testing sector is expected to experience substantial growth. According to The Insight Partners,
the cannabis testing market is expected to reach approximately $2.5 billion in 2025, with an estimated CAGR of 11.9% from 2017-2025.
The data troves collected through the testing process are already creating value and could become an increasingly valuable asset and
generate substantial revenue for the most accomplished laboratories. This data could also be used to determine specific genetic attributes
of targeted cannabinoids and assist with maximizing medicinal benefits and individualized medicine in the future.

 Competition

 The
cannabis industry in the United States is highly fragmented, rapidly expanding and evolving. The industry is characterized by new and
potentially disruptive or conflicting legislation promulgated on a state-by-state basis. Our competitors include local enterprises, some
of which may have financial, technical, sales, marketing and other resources greater than ours. These companies also compete with us
in recruiting and retaining qualified personnel and consultants.

 Our
competitive position depends on our ability to attract and retain qualified scientists and other personnel, develop effective proprietary
products and solutions, the personal relationships of our executive officers and directors, and our ability to secure adequate capital
resources. We compete to attract and retain customers of our services. We compete in this area on the basis of price, regulatory compliance,
vendor relationships, usefulness, availability, excellent customer service and ease of use of our services.

 Government
Regulation

 Marijuana
is categorized as a Schedule-I controlled substance by the Drug Enforcement Agency and the United States Department of Justice and is
illegal to grow, possess and consume under Federal law. A Schedule-I controlled substance is defined as a substance that has no currently
accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department
of Justice defines Schedule- 1 controlled substances as "the most dangerous drugs of all the drug schedules with potentially severe
psychological or physical dependence." However, since 1995, thirty-nine states and the District of Columbia have passed some kind
of medical and/or adult use marijuana laws. This has created an unpredictable business-environment for dispensaries and collectives that
legally operate under state-laws but in violation of Federal law. On August 29, 2013, United States Deputy Attorney General James Cole
issued the Cole Memo to United States Attorneys guiding them to prioritize enforcement of Federal law away from the cannabis industry
operating as permitted under state law, so long as:

 cannabis
 is not being distributed to minors and dispensaries are not located around schools and public buildings;

 the
 proceeds from sales are not going to gangs, cartels or criminal enterprises;

 cannabis
 grown in states where it is legal is not being diverted to other states;

 cannabis-related
 businesses are not being used as a cover for sales of other illegal drugs or illegal activity;

 there
 is not any violence or use of fire-arms in the cultivation and sale of marijuana;

 there
 is strict enforcement of drugged-driving laws and adequate prevention of adverse health consequences; and

 cannabis
 is not grown, used, or possessed on Federal properties.

 The
Cole Memorandum was meant only as a guide, not a rule of law, for United States Attorneys and did not alter in any way the Department
of Justice's Federal authority to enforce Federal law, including Federal laws relating to cannabis, regardless of state law. Moreover,
the Cole Memorandum also provided that it could not be used as a defense to any criminal prosecution.

 On
January 4, 2018, United States Attorney General Jefferson Sessions issued a Memorandum to United States Attorneys rescinding the Cole
Memorandum, stating that prosecutors should follow well-established principles in effect prior to the issuance of the Cole Memorandum
that govern all Federal prosecutions in deciding which activities to prosecute under existing Federal laws. Federal legislation has been
proposed over the years to reschedule or de-schedule cannabis, as well as to transform the Cole Memorandum into a rule of law.

 Customers

 We
provide cannabis and hemp lab testing services in Las Vegas to Nevada licensed Medical Marijuana Enterprises ("MMEs"), and
have expanded to recreational use facilities with the recently passed legislation that allows for the recreational use of marijuana in
Nevada. We sell our services to these enterprises on a fixed fee per test or panel of tests, and offer a discounted price for customers
based on volume. On June 17, 2014, Clark County initially approved a total of 117 special use permits for cultivation and 87 production
applicants. Since the inception of legalized adult-use marijuana, Nevada has issued 288 cannabis-related licenses, including those for
retail stores, cultivation, production, and testing labs, according to the state taxation department. We have worked with over 90 cultivators
and producers in and around Clark and Nye County.

 Marketing,
Sales and Support

 We
use a range of communication platforms to reach our target customers. The goal of the marketing strategy is to position us as the leading
testing company in the botanical, nutraceutical, and cannabis industries in the country starting in Nevada. Our marketing efforts include
digital/online, industry conferences and affiliations, media outreach, direct response and public relations. We believe that these efforts
have the ability to deliver our brand message in a powerful way to maximize audience reach.

 Seasonality

 Our
business is not subject to seasonality.

 Insurance

 We
maintain property, business interruption and casualty insurance.

 Employees

 As
of September 30, 2023, we had seventeen employees. None of our employees are members of a trade union. We believe that we maintain good
relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.

 In
connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and Buyer entered into a Management
Services Agreement, dated as of April 30, 2023 (the "Services Agreement"), pursuant to which the Buyer was engaged to manage the operations of the
Company's cannabis testing laboratory, subject to the approval of the CCB which was obtained on October 17, 2023. Pursuant to
the Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not
less than $15,000) in each month, Buyer will be entitled to a management fee of $10,000 per month. Any remaining cash generated from
the operation of the Lab in any month will be payable 45% to the Buyer and 55% to the Company. The description of the Services
Agreement is qualified in its entirety by reference to the actual terms thereof, which have been filed with the SEC.

 Corporate
Information

 Our
principal executive offices are located at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060. Our
website is located at http:// www.digipath.com. The content on our website is available for information purposes only. It should
not be relied upon for investment purposes, nor is it incorporated by reference into this Report.

 ITEM
1A. Risk Factors

 The
following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could
affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations.
Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially
and adversely affect our business, operations, results or financial condition.

 An
investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

 Our
auditor has expressed substantial doubt about our ability to continue as a going concern. We may be unable to obtain additional capital
required to implement our business plan. As a result of recurring net losses and insufficient cash reserves, our independent
certified public accountant has added a paragraph to its report on our financial statements for the year ended September 30, 2023 questioning
our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional
capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale
of equity securities. We will need additional funds to operate our business. No assurance can be given that any future financing will
be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing,
it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional
funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or
may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving
nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely
affect our business, including our ability to raise additional funds.

 We
have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even
cease our ongoing business operations. We have a limited operating history. Our operations are subject to all the risks inherent
in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. If
our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in
our company.

 Our
plans are dependent upon key individuals and the ability to attract qualified personnel. In order to execute our business plan,
we will be dependent on upon our executive officers and directors, as well as other key personnel. The loss of any of the foregoing individuals
could have a material adverse effect upon our business prospects. Moreover, our success continues to depend to a significant extent on
our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition
for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training,
and retaining such personnel in the future. If we are unable to hire, assimilate and retain such qualified personnel in the future, our
business, operating results, and financial condition could be materially adversely affected. We may also depend on third party contractors
and other partners, to assist with the execution of our business plan. There can be no assurance that we will be successful in either
attracting and retaining qualified personnel, or creating arrangements with such third parties. The failure to succeed in these endeavors
would have a material adverse effect on our ability to consummate our business plans.

 Risks
Related To Cannabis Related Businesses

 Our
business is dependent on state laws pertaining to the cannabis industry. As of December 2023, thirty-eight states and the District
of Columbia allow its citizens to use medical cannabis. Additionally, twenty-four states and the District of Columbia have legalized
cannabis for adult recreational use, and additional recreational measures are expected to be pursued by other states in the future. Continued
development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level. Any number
of factors could slow or halt progress in this area. Further, progress in the cannabis industry, while encouraging, is not assured. While
there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could
slow or halt use of cannabis, which would negatively impact our business.

 Cannabis
remains illegal under Federal law and a change in Federal enforcement practices could significantly and negatively affect our business.
 Despite the development of a cannabis industry legal under state laws, state laws legalizing medicinal and adult cannabis use
are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule-I controlled substance and makes
cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is the Federal government
that has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis
preempts state laws that legalize its use. While the Obama Administration's Department of Justice adopted a policy (known as the
Cole Memorandum) that effectively stated that it was not an efficient use of resources to direct Federal law enforcement agencies to
prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis, on January 4, 2018,
the United States Attorney General rescinded the Cole Memorandum. The Federal government's enforcement of Federal laws could cause
significant financial damage to us and our shareholders.

 The
loss or temporary suspension of one or more of our licenses could significantly reduce our revenues. Our ability to operate our
cannabis testing lab is dependent upon maintaining licenses issued by state and local regulators in Nevada. Our cannabis testing and
business licenses were briefly suspended by Nevada regulators on January 19, 2018 and were reinstated on January 31, 2018. This significantly
affected our financial results for the second and third fiscal quarters of 2018. In order to retain our licenses, we are required to
comply with ongoing compliance and reporting requirements and ongoing regulation and oversight by governmental authorities. Any loss
or temporary suspension of our licenses or any failure to comply with any such regulatory requirements or any failure to maintain any
required licenses would have a material adverse effect on our business, financial condition, results of operation and, in the extreme
case, require us to discontinue operations.

 As
the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting
illegal activities through the services that we provide. As a result, we may be subject to enforcement actions by law enforcement authorities,
which would materially and adversely affect our business. Under Federal law, and more specifically the Federal Controlled Substances
Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged
in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt
to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited, to a claim of
aiding and abetting another's criminal activities. The Federal aiding and abetting statute provides that anyone who "commits
an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal."
18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment.
Such an action would have a material negative effect on our business and operations.

 Laws
and regulations affecting the cannabis and marijuana industries are constantly changing, which could detrimentally affect our business,
and we cannot predict the impact that future regulations may have on us. Local, state and Federal cannabis laws and regulations
are constantly changing and they are subject to evolving interpretations, which could require us to incur substantial costs associated
with compliance or to alter one or more of our service offerings. In addition, violations of these laws, or allegations of such violations,
could disrupt our business and result in a material adverse effect on our revenues, profitability, and financial condition. We cannot
predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental
regulations or administrative policies and procedures, when and if promulgated, could have on our business. Any change in law or interpretation
could have a material adverse effect on our business, financial condition, and results of operations.

 Federal
enforcement practices could change with respect to services providers to participants in the cannabis industry, which could adversely
impact us. If the Federal government were to change its practices, or were to expand its resources attacking providers in the cannabis
industry, such action could have a materially adverse effect on our operations, our customers, or the sales of our products. It
is possible that additional Federal or state legislation could be enacted in the future that would prohibit our customers from selling
cannabis, and if such legislation were enacted, such customers may discontinue the use of our services. We cannot predict the nature
of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations
or administrative policies and procedures, when and if promulgated, could have on our business.

 Expansion
by well-established laboratory testing companies into the cannabis industry could prevent us from realizing anticipated growth in customers
and revenues. Traditional laboratory testing companies may expand their businesses into cannabis testing. If they decided to
expand into cannabis testing, this could hurt the growth of our business and cause our revenues to be lower than we expect.

 Due
to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate
our business, which may expose us to additional risk and financial liabilities. Insurance that is otherwise readily available,
such as workers' compensation, general liability, and directors and officers insurance, is more difficult for us to find, and more
expensive, because we are service providers to companies in the cannabis industry. We currently have adequate coverage, however, there
are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced
to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose
us to additional risk and financial liabilities.

 Participants
in the cannabis industry have difficulty accessing the service of banks, which makes it difficult for us to operate. Despite
rules issued by the United States Department of the Treasury mitigating the risk to banks that do business with cannabis companies permitted
under state law, as well as guidance from the United States Department of Justice, banks remain wary to accept funds from businesses
in the cannabis industry. Our prior bank at which we maintained deposit accounts forced us to close our accounts. While after much difficulty
we were recently able find a replacement banking institution, there can be no assurance that we will be able to maintain this banking
relationship. Since the use of cannabis remains illegal under Federal law, there remains a compelling argument that banks may be in violation
of Federal law when accepting for deposit, funds derived from the sale or distribution of cannabis. Consequently, businesses involved
in the cannabis industry, including us, continue to have trouble establishing and maintain banking relationships. An inability to open
and maintain bank accounts may make it difficult for us and our customers to do business. In addition, our inability to maintain a bank
account previously resulted in our holding large sums of cash. Although we store our cash in a secure safe, holding large sums of cash
exposes us to a greater risk of theft.

 The
outbreak of the COVID-19 coronavirus has negatively impacted and could continue to negatively impact our business and the global economy.
In addition, the COVID-19 pandemic could negatively impact our ability to obtain financing when required.

 The
COVID-19 coronavirus has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19 or other
public health epidemic, poses the risk that we or our employees, customers, and other commercial partners may be prevented from conducting
business activities for an indefinite period of time, including due to the spread of the disease or shutdowns requested or mandated by
governmental authorities. During portions of our year ended September 30, 2022, the Company's cannabis testing operations significantly
declined due to the decline in the Nevada cannabis markets, which resulted in turn from the substantial decline in Nevada tourism due
to COVID-19. While our operations have recently improved due to the reopening of Nevada casinos and increased tourism compared to its
recent depressed levels, there can be no assurance that this trend will continue. COVID-19 has also had an adverse impact on global economic
conditions, which could impair our ability to raise capital when needed.

 Risks
Related To Our Common Stock

 Our
operating results may fluctuate causing volatility in our stock price. Our operating results may fluctuate as a result of a number
of factors, many of which are outside of our control. The following factors may affect our operating results causing volatility in our
stock price:

 Our
 ability to execute our business plan, compete effectively and attract customers;

 Our
 ability to respond effectively to a rapidly evolving regulatory and competitive landscape;

 The
 amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business, operations
 and infrastructure;

 Our
 ability to obtain working capital financing;

 Our
 ability to attract, motivate and retain top-quality employees;

 Investors'
 general perception of us; and

 General
 economic conditions and those economic conditions specific to the cannabis industry.

 Trading
in our common stock has been limited, there is no significant trading market for our common stock, and purchasers of our common stock
may be unable to sell their shares. Our common stock is currently eligible for quotation on the OTCQB and OTCBB, however trading
to date has been limited. If activity in the market for shares of our common stock does not increase, purchasers of our shares may find
it difficult to sell their shares. We currently do not meet the initial listing criteria for any registered securities exchange, including
the Nasdaq Stock Market. The OTCQB and OTCBB are often characterized by low trading volume and significant price fluctuations. These
and other factors may further impair our stockholders' ability to sell their shares when they want to and/or could depress our
stock price. As a result, stockholders may find it difficult to dispose of, or obtain accurate quotations of the price, of our securities
because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of
our Company may be limited. These factors could result in lower prices and larger spreads in the bid and ask prices for our shares of
common stock.

 Applicable
SEC rules governing the trading of "penny stocks" may limit the trading and liquidity of our common stock which may affect
the trading price our common stock. Our common stock is a "penny stock" as defined under Rule 3a51-1 of the Exchange
Act, and is accordingly subject to SEC rules and regulations that impose limitations upon the manner in which our common stock can be
publicly traded. Penny stocks generally are equity securities with a per share price of less than $5.00 (other than securities registered
on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over
the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make
a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any,
of our common stock and reducing the liquidity of an investment in our common stock.

 We
have outstanding shares of preferred stock with rights and preferences superior to those of our common stock. The issued and
outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock grant the holders of such preferred stock liquidation
rights that are superior to those held by the holders of our common stock.

 We
have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the
value of our common stock. We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable
future. The payment of dividends on our common stock depends on earnings, financial condition and other business and economic factors
affecting us at such time as our board of directors may consider relevant.

 ITEM
1B. Unresolved Staff Comments

 None.

 ITEM 1C. CYBERSECURITY

 Not
Applicable

 ITEM
2. Properties

 Our
principal executive offices are located at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060. Our
leased premises are 6,000 square feet and are utilized for corporate business offices and a cannabis testing lab. Our premises are subject
to a lease agreement expiring August 31, 2025. The following is a maturity analysis of the annual undiscounted cash flows of the operating
lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases:

 2024

 123,543

 2025

 116,891

 2026

 -

 2027

 -

 Total

 $
 240,434

 We
believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities
as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as
needed to accommodate our operations.

 ITEM
3. Legal Proceedings

 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
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

of our common stock trade on the over-the-counter market and are quoted on the OTCBB and OTCQB under the symbol "DIGP". As
of January 12, 2024, the closing price of our common stock on the OTCQB was $0.04.

 The
following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on
the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

 High

 Low

 Fiscal Year Ended September 30, 2022

 First Quarter

 $
 0.04

 $
 0.3

 Second Quarter

 $
 0.04

 $
 0.02

 Third Quarter

 $
 0.28

 $
 0.11

 Fourth Quarter

 $
 0.02

 $
 0.01

 Fiscal Year Ended September 30, 2023

 First Quarter

 $
 0.015

 $
 0.006

 Second Quarter

 $
 0.008

 $
 0.006

 Third Quarter

 $
 0.008

 $
 0.001

 Fourth Quarter

 $
 0.027

 $
 0.003

 As
of January 16, 2024, there were approximately 122
 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or "street
name". As of January 16, 2024, there were 87,096,820 shares of common stock outstanding on record.

 Dividends

 We
have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable
future. The payment of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings,
our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development
and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our
board of directors, based upon the board's assessment of our financial condition and performance, earnings, need for funds, capital
requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences,
restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.

 Equity
Compensation Plan Information as of September 30, 2023

 Plan category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders (1)

 6,020,000

 $
 0.069

 N/A

 Equity compensation plans not approved by security holders (2)

 17,487,050

 $
 0.015

 N/A

 Total

 23,507,050

 N/A

 (1)
 Represents awards under our 2012 Stock Incentive Plan which was initially adopted with shareholder approval, and amended on June
21, 2016 without shareholder approval (as amended, the "2012 Incentive Plan"). Below is a brief description of the material
terms of the 2012 Incentive Plan and the awards that may be granted thereunder.

 (2)
 Consists of options and warrants issued to consultants of the Company in consideration of services with exercise prices between
$0.05 and $0.10 per share. For additional details see Note 11 to the accompanying financial statements.

 2012
Incentive Plan

 Effective
Date and Expiration. The 2012 Incentive Plan, as amended, became effective on March 5, 2012, and terminated on March 5, 2022. No
award may be made under the Incentive Plan after its expiration date, but awards made prior thereto may extend beyond that date.

 Share
Authorization. The maximum aggregate number of shares which may be issued pursuant to awards granted under the 2012 Incentive
Plan is Eleven Million Five Hundred Thousand (11,500,000) shares. Prior to its amendment in June 2016, Three Million shares had been
authorized for issuance under the 2012 Plan. As of January 12, 2024, 6,020,000 shares were issued and outstanding under the 2012
Plan.

 General;
Types of Awards. The 2012 Incentive Plan provides for the grant of options to purchase shares of common stock, restricted stock,
stock appreciation rights ("SARs") and restricted stock units (rights to receive, in cash or stock, the market value of one
share of our commons stock). Incentive stock options ("ISOs") may be granted only to employees. Nonstatutory stock options
and other stock-based awards may be granted to officers, employees, non-employee directors and consultants.

 Administration.
The 2012 Incentive Plan is administered by our board of directors or a committee of our board of directors (the "Administrator")
as provided in the 2012 Incentive Plan. The Administrator will have the authority to select the eligible participants to whom awards
will be granted, to determine the types of awards and the number of shares covered and to set the terms, conditions and provisions of
such awards, to cancel or suspend awards under certain conditions, and to accelerate the exercisability of awards. The Administrator
will be authorized to interpret the 2012 Incentive Plan, to establish, amend, and rescind any rules and regulations relating to the 2012
Incentive Plan, to determine the terms of agreements entered into with recipients under the 2012 Incentive Plan, and to make all other
determinations that may be necessary or advisable for the administration of the 2012 Incentive Plan.

 Eligibility.
Options and other awards may be granted under the 2012 Incentive Plan to directors, officers, employees and consultants of our company
and any of our subsidiaries, provided that the services of such consultants are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly promote or maintain a market for our securities.

 Stock
Options. The exercise price per share of our common stock purchasable upon exercise of any stock option or SAR will be determined
by the Administrator, but cannot in any event be less than 100% of the fair market value of our common stock on the date the award is
granted. The Administrator will determine the term of each stock option or SAR (subject to a maximum term of 10 years) and each option
or SAR will be exercisable pursuant to a vesting schedule determined by the Administrator. The grants and the terms of ISOs will be restricted
to the extent required for qualification as ISOs by the U.S. Internal Revenue Code of 1986, as amended. Subject to approval of the Administrator,
options or SARs may be exercised by payment of the exercise price in cash, shares of common stock or pursuant to a "cashless exercise"
through a broker-dealer under an arrangement approved by the Administrator. The Administrator may require the grantee to pay to us any
applicable withholding taxes that we are required to withhold with respect to the grant or exercise of any option. The withholding tax
may be paid in cash or, subject to applicable law, the Administrator may permit the grantee to satisfy these obligations by the withholding
or delivery of shares of our common stock. We may withhold from any shares of our common stock that may be issued pursuant to an option
or from any cash amounts otherwise due from us to the recipient of the option an amount equal to such taxes.

 Restricted
Stock. Restricted shares may be sold or awarded for consideration determined by the Administrator, including cash, full-recourse
promissory notes, as well as past and future services. Any award of restricted shares will be subject to a vesting schedule determined
by the Administrator. Any restricted shares that are not vested will be subject to rights of repurchase, rights of first refusal or other
restrictions as determined by the Administrator. In general, holders of restricted shares will have the same voting, dividend and other
rights as our other stockholders.

 Adjustments
upon Changes in Capitalization. In the event of any change affecting shares of our common stock by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any
distribution to stockholders other than cash dividends, the Administrator will make substitutions or adjustments in the aggregate number
of shares that may be distributed under the 2012 Incentive Plan, and in the number and types of shares subject to, and the exercise prices
under, outstanding awards granted under the 2012 Incentive Plan, in accordance with Section 10 and other provisions of the 2012 Incentive
Plan.

 Assignment.
Unless otherwise permitted by the 2012 Incentive Plan and approved by the Administrator as permitted by the 2012 Incentive Plan, no award
will be assignable or otherwise transferable by the grantee other than by will or the laws of descent and distribution and, during the
grantee's lifetime, an award may be exercised only by the grantee.

 Recent
Sales of Unregistered Securities

 None

 ITEM
6. SELECTED FINANCIAL DATA

 We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 This
discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company
and its subsidiaries for the fiscal years ended September 30, 2023 and 2022. The discussion and analysis that follows should be read
together with the section entitled "Forward Looking Statements" and our consolidated financial statements and the notes to
the consolidated financial statements included elsewhere in this annual report on Form 10-K/A.

 Except
for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties
and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made
by us in this report.

 Overview

Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries ("Digipath," the "Company,"
"we," "our" or "us") support the cannabis industry's best practices for reliable testing, cannabis
education and training, and brings unbiased cannabis news coverage to the cannabis industry. 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 serving Nevada since 2015.

 Critical
Accounting Policies

 The
establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial
statements in accordance with generally accepted accounting principles in the United States ("GAAP"), as well as ensuring
compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from
which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding
a given set of facts and circumstances and a complex series of decisions.

 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.

 Fixed

 Fixed
assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated
using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following
life expectancy:

 Software

 3 years

 Office equipment

 5 years

 Furniture and fixtures

 5 years

 Lab equipment

 7 years

 Leasehold improvements

 Term of lease

 Repairs
and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life
of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold,
the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

 Impairment
of Long-Lived Assets

 Long-lived
assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount
of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results
and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating
results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that
carrying value exceeds discounted cash flows of future operations.

 Our
intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently
anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible
assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate
the asset may be impaired.

 Revenue
Recognition

 Effective
October 1, 2018, the Company adopted 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.
For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 - Revenue Recognition. Under ASC
605, revenue was recognized when the following criteria had been met: (1) persuasive evidence of an arrangement exists; (2) the performance
of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable;
and (4) the collectability of the fee is reasonably assured.

 Our
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.

 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 of 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.

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 September 30, 2023 and 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 years ended September 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 years ended September 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.

 Advertising
Costs

 The
Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $4,444 and $58,739 for the
years ended September 30, 2023 and 2022, respectively.

 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 years ended September 30, 2023 and 2022, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 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.

 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.

 Results
of Operations

 The
following table shows operating results for the years ended September 30, 2023 and 2022.

 Years Ended September 30,

 Increase /

 2023

 2022

 (Decrease)

 Revenues

 $
 -

 $
 -

 $
 -

 Cost of sales

 -

 -

 -

 Gross profit

 -

 -

 -

 Operating expenses:

 General and administrative

 103,298

 495,762

 (392,464
)

 Professional fees

 334,090

 654,703

 (320,613
)

 Total operating expenses:

 437,388

 1,150,465

 (713,077
)

 Operating loss

 (437,388
)

 (1,150,465
)

 713,077

 Total other income (expense)

 (244,267
)

 (1,027,086
)

 (782,819
)

 Net loss

 (681,655
)

 (2,177,551
)

 1,495,895

 Net income (loss) from discontinued operations

 928,429

 120,433

 807,997

 Net income (loss)

 $
 246,775

 $
 (2,057,118
)

 $
 2,303,893

 General
and Administrative Expenses

 General
and administrative expenses for the year ended September 30, 2023 were $103,298, compared to $495,762 during the year ended September
30, 2022, a decrease of $392,464, or 79%. The expenses consisted primarily of salaries and wages and included $37,162 and $384,884 of
non-cash stock-based compensation for the years ended September 30, 2023 and 2022, respectively. General and administrative expenses
decreased primarily due to decreased corporate overhead activities and stock-based compensation with officers.

 Professional
Fees

 Professional
fees for the year ended September 30, 2023 were $334,090, compared to $654,703 during the year ended September 30, 2022, a decrease of
$320,613, or 49%. Professional fees included non-cash, stock-based compensation of $21,992 and $181,349 during the years ended September
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

 Operating
loss for the year ended September 30, 2023 was $437,388, compared to $1,150,465 during the year ended September 30, 2022, a decrease
of $713,077, or 62%. Operating loss decreased primarily due to decreased general and administrative and professional fees, during the
year ended September 30, 2023, compared to the year ended September 30, 2022.

 Other
Income (Expense)

 Other
expense, on a net basis, for the year ended September 30, 2023 was $244,267, compared to other expense of $1,027,086 during the year
ended September 30, 2022, a decrease of $782,819. Other expense during the year ended September 30, 2023 consisted of $364,267 of interest
expense and an other expense of $55,000 offset by the recovery of previously written off receivables of $175,000. Other expense during
the year ended September 30, 2022 consisted of $244,586 of interest expense and a credit loss of $782,500.

 Liquidity
and Capital Resources

 As
of September 30, 2023, the Company had current assets of $765,798, comprising of cash of $271,006, other assets of $8,570, and assets
held for sale -current of $486,222. The Company's current liabilities as of September 30, 2023 were $3,121,814, consisting of $122,094
of accounts payable, $228,491 of accrued expenses, $12,390 of accrued expenses – related parties, the current maturities of convertible
notes payable of $1,385,932, the current maturities of convertible notes payable – related parties of $339,252 and the current
maturities of notes payable in the amount of $665,000, and Liabilities held for sale of $368,655.

 The
following table summarizes our total current assets, liabilities and working capital at September 30, 2023 and 2022.

 2023

 2022

 Current Assets

 $
 765,798

 $
 562,104

 Current Liabilities

 $
 3,121,814

 $
 2,953,909

 Working Capital

 $
 (2,356,016
)

 $
 (2,391,805
)

 The
following table summarizes our cash flows during the years ended September 30, 2023 and 2022, respectively.

 Years Ended

 2023

 2022

 Net cash provided by (used in) operating activities

 $
 112,525

 $
 (184,786
)

 Net cash provided by (used in) investing activities

 263,333

 (660,371
)

 Net cash provided by (used in) financing activities

 (161,020
)

 605,393

 Net change in cash

 $
 214,838

 $
 (239,764
)

 Net
Cash Provided By (Used in) Operating Activities

the year ended September 30, 2023, net cash provided by operating activities was $112,525, compared to net cash used in operating activities
of $184,786 for the same period ended September 30, 2022, including cash provided by operating activities from discontinued operations
of $727,393 for the year ended September 30, 2023 compared to cash provided by operating activities from discontinued operations of $277,095
for the year ended September 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

the year ended September 30, 2023, net cash provided by investing activities was $263,333, compared to $660,371 used in investing activities
for the same period ended September 30, 2022, including cash used in investing activities from discontinued operations of $11,667 for
the year ended September 30, 2023 compared to cash used in investing activities from discontinued operations of $17,722 for the year
ended September 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 that did not close.

 Net
Cash Provided by (Used in) Financing Activities

the year ended September 30, 2023, net cash used in financing activities was $161,020, compared to net cash provided by financing activities
of $605,393 for the same period ended September 30, 2022, including cash used in financing activities from discontinued operations of
$60,920 for the year ended September 30, 2023 compared to cash used in financing activities from discontinued operations of $77,972 for
the year ended September 30, 2022. The current period consisted of $60,920 of principal payments on an equipment loan, $100,000 of repayments on notes payable, and repurchase
of the Preferred C stock, compared to $265,000 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
$57,593 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.

 Satisfaction
of our Cash Obligations for the Next 12 Months

 As
of September 30, 2023, our balance of cash on hand was $271,006. We do not currently have sufficient funds to fund our operations at
their current levels for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to raise additional
capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale
of equity securities. We will need additional funds to operate our business. No assurance can be given that any future financing will
be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing,
it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional
funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or
may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving
nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely
affect our business, including our ability to raise additional funds.

 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.

 ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. Financial Statements and Supplementary Data

INC. & SUBSIDIARIES

 FINANCIAL
STATEMENTS

 FOR
THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022

 TABLE
OF CONTENTS

 Page

 Report
 of Independent Registered Public Accounting Firm, Fruci & Associates II, PLLC (PCAOB ID:5525)

 Report of Independent Registered Public Accounting Firm, M&K CPAS, PLLC (PCAOB ID: 2738)

 Consolidated Balance Sheets as of September 30, 2023 and 2022

 Consolidated Statements of Operations for the years ended September 30, 2023 and 2022

 Consolidated Statement of Stockholders' Equity (Deficit) for the years ended September 30, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended September 30, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Digipath, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Digipath, Inc. ("the Company") as of September 30, 2023, and
the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then
ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has an accumulated deficit, recurring losses from operations and has cash on hand that may
not be sufficient to sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Valuation
of Discontinued Operations and Assets Held for Sale

 As
reflected in the Company's consolidated financial statements, the Company has a subsidiary with business operations that are presented
as discontinued operations due to a pending sale to a third party, with total assets held for sale of approximately $1.13 million and
total liabilities held for sale of approximately $0.53 million. As discussed in Note 1, the Company has evaluated its disposal group
as discontinued operations. Auditing management's analysis on the valuation and presentation of its assets held for sale involved
complexity and judgment.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures to evaluate management's analysis on the valuation and presentation of assets held for sale included,
among other things, the following:

 We
 obtained an understanding of the Company's process for evaluating discontinued operations
 and underlying assets held for sale.

 We
 assessed the relevance and reliability of the data utilized in performing the analysis, including review of underlying agreements
 and documentation for evidence that assets are held for sale.

 We
 assessed the presentation and valuation in accordance with generally accepted accounting principles.

 Fruci
& Associates II, PLLC – PCAOB ID #05525

 We have served as the Company's auditor since 2023.

 Spokane, Washington

 January
16, 2024

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Digipath, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Digipath, Inc. ("the Company") as of September 30, 2022,
and the related consolidated statements of operations, stockholders' equity (deficit) and cash flow for the year ended
September 30, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September
30, 2022, and the result of its operations and its cash flows for the year ended September
30, 2022, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has recurring losses from operations and insufficient working capital,
which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also
are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Black
Scholes Calculations

 As
discussed in Note 11 of the consolidated financial statements, the Company utilizes Black Scholes calculations to determine fair value
of the Company's stock compensation.

 Auditing
management's calculations of fair value of stock options involves significant judgements and estimates to determine the proper
value. Volatility and term are the major assumptions used by management in determining the value of the stock options.

 To
evaluate the appropriateness of fair value calculation, we evaluated management's significant judgements and estimates in what
inputs were utilized within the Black Scholes calculations.

 /s/
 M&K CPAS, PLLC

 We
 served as the Company's auditor from 2017 to 2023.

 The Woodlands,
 Texas

 January
 17, 2023, except for Note 1 (Discontinued Operations), 3, 6, 7, 8 and 14, as to which the date is January 16, 2024

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 September 30, 2023

 September 30, 2022

 Current assets:

 Cash

 $
 271,006

 $
 56,168

 Note receivable

 -

 100,000

 Other current assets

 8,570

 12,739

 Assets held for sale - current

 486,222

 393,197

 Total current assets

 765,798

 562,104

 Fixed assets, net

 -

 Assets held for sale – long term

 643,666

 722,784

 Total non-current assets

 643,666

 777,784

 Total Assets

 $
 1,409,464

 $
 1,339,888

 Liabilities and Stockholders' Deficit

 Current liabilities:

 Accounts payable

 $
 122,094

 $
 200,558

 Accrued expenses

 328,491

 219,797

 Accrued expenses – related party

 12,390

 192,811

 Current maturities of notes payable

 565,000

 Current maturities of convertible notes payable, net of discounts

 1,385,932

 1,198,469

 Current maturities of convertible notes payable related parties, net of discounts

 339,252

 -

 Liabilities held for sale - current

 368,655

 477,274

 Total current liabilities

 3,121,814

 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

 159,156

 310,253

 Total non-current liabilities

 159,156

 795,251

 Total Liabilities

 3,280,970

 3,749,160

 Commitments and contingent liabilities

 -

 -

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

 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 September 30, 2023 and 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 September 30, 2023 and 2022, respectively

 -

 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 September 30, 2023 and 2022, respectively

 87,097

 75,147

 Common stock payable

 -

 Additional paid-in capital

 17,468,746

 17,117,958

 Accumulated deficit

 ( 19,761,997
)

 ( 20,008,771
)

 Total Stockholders' Deficit

 ( 2,205,106
)

 ( 2,742,872
)

 Total Liabilities and Stockholders' Deficit

 $
 1,409,464

 $
 1,339,888

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the Years Ended

 2023

 2022

 Revenues

 $
 -

 $
 -

 Cost of sales

 -

 -

 Gross profit

 -

 -

 Operating expenses:

 General and administrative

 103,298

 495,762

 Professional fees

 334,090

 654,703

 Total operating expenses

 437,388

 1,150,465

 Operating loss

 ( 437,388
)

 ( 1,150,465
)

 Other income (expense):

 Interest expense

 ( 364,267
)

 ( 244,586
)

 Other expense

 ( 55,000
)

 -

 Recovery of previously written off receivables

 175,000

 -

 Credit loss

 -

 ( 782,500
)

 Total other income (expense)

 ( 244,267
)

 ( 1,027,086
)

 Net loss from continuing operations

 ( 681,655
)

 ( 2,177,551
)

 Net income (loss) from discontinued operations

 928,429

 120,433

 Net income (loss)

 ( 2,057,118
)

 Preferred deemed dividend

 -

 ( 192,154
)

 Net income (loss) to common shareholders

 $

 $
 ( 2,249,272
)

 Net loss per share from continuing operations - basic and fully diluted

 $
 ( 0.01
)

 $
 ( 0.03
)

 Net income per share from discontinued operations - basic and fully diluted

 $
 0.01

 $
 0.00

 Net loss per share basic and fully diluted

 $
 ( 0.00
)

 $
 ( 0.03
)

 Weighted average number of common shares outstanding - basic and fully diluted

 83,925,450

 74,173,304

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Payable

 Capital

 Deficit

 Deficit

 Series B Convertible

 Series A Convertible

 Series C

 Additional

 Total

 Stock

 Stock

 Stock

 Common Stock

 Stock

 Paid-in

 Accumulated

 Stockholders'

 Payable

 Capital

 Deficit

 Deficit

 Balance, September 30, 2021

 -

 $
 -

 1,325,942

 $
 1,326

 -

 $
 -

 71,230,153

 $
 71,230

 $
 -

 $
 16,825,765

 $
 ( 17,951,653
)

 $
 ( 1,053,332
)

 Purchase of Series B Preferred shares

 55,600

 55,600

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Conversion of Series A Preferred into Series B Preferred

 278,000

 278,000

 ( 278,000
)

 ( 278
)

 -

 -

 -

 -

 -

 ( 85,568
)

 -

 ( 85,846
)

 Issuance of Preferred C Shares

 -

 -

 -

 -

 1,000

 -

 -

 -

 360,299

 -

 360,300

 Common stock issued for settlement of accounts payable

 -

 -

 -

 -

 -

 -

 250,000

 -

 7,250

 -

 7,500

 Common stock issued for services

 -

 -

 -

 -

 -

 -

 3,666,667

 3,667

 -

 139,833

 -

 143,500

 Common shares to be issued for debt discount

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 62,533

 -

 62,533

 Deemed dividend on preferred exchange

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 192,154
)

 ( 192,154
)

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,057,118
)

 ( 2,057,118
)

 Balance, September 30, 2022

 1,047,942

 1,048

 1,000

 75,146,820

 75,147

 17,117,958

 ( 20,008,771
)

 ( 2,742,872
)

 Balance

 $

 1,047,942

 1,048

 1,000

 75,146,820

 75,147

 17,117,958

 ( 20,008,771
)

 ( 2,742,872
)

 Repurchase of Series C Preferred shares

 -

 -

 -

 -

 ( 1,000
)

 ( 1
)

 -

 -

 -

 ( 99
)

 -

 ( 100
)

 Common stock issued for settlement of stock payable

 -

 -

 -

 -

 -

 -

 7,150,000

 7,150

 ( 71,745
)

 64,595

 -

 -

 Common stock issued for compensation

 -

 -

 -

 -

 -

 -

 4,800,000

 4,800

 -

 29,880

 -

 34,680

 Warrants issued for debt financing costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 93,938

 -

 93,938

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 24,474

 -

 24,474

 Forgiveness of accrued director compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 138,000

 138,000

 Net income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Net income (loss)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Balance, September 30, 2023

 $

 1,047,942

 $
 1,048

 -

 $
 -

 87,096,820

 $
 87,097

 $
 -

 $
 17,468,746

 $
 ( 19,761,997
)

 $
 ( 2,205,106
)

 Balance

 $

 1,047,942

 $
 1,048

 -

 $
 -

 87,096,820

 $
 87,097

 $
 -

 $
 17,468,746

 $
 ( 19,761,997
)

 $
 ( 2,205,106
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For the Years Ended

 2023

 2022

 Cash flows from operating activities

 Net loss from continuing operations

 $
 ( 681,655
)

 $
 ( 2,177,551
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Recovery of previously written off receivables

 ( 175,000
)

 -

 Credit loss

 -

 782,500

 Stock-based compensation

 59,154

 566,233

 Amortization of debt discounts

 135,655

 85,166

 Impairment of fixed assets

 -

 Decrease (increase) in assets:

 Other current assets

 4,169

 ( 813
)

 Increase (decrease) in liabilities:

 Accounts payable

 ( 78,465
)

 77,601

 Accrued expenses

 108,694

 54,172

 Accrued expenses – related parties

 ( 42,421
)

 150,811

 Net cash (used in) operating activities from continuing operations

 ( 614,869
)

 ( 461,881
)

 Net cash provided by operating activities from discontinued operations

 727,394

 277,095

 Net cash provided by (used in) operating activities

 112,525

 ( 184,786
)

 Cash flows from investing activities

 Advance of note receivable

 -

 ( 817,649
)

 Proceeds from sale of collateralized assets

 275,000

 175,000

 Net cash (used) in investing activities from continuing operations

 275,000

 ( 642,649
)

 Net cash (used) in investing activities from discontinued operations

 ( 11,667
)

 ( 17,722
)

 Net cash (used) in investing activities

 263,333

 ( 660,371
)

 Cash flows from financing activities

 Proceeds from notes payable

 -

 390,000

 Repayments of notes payable

 ( 100,000

)

 ( 125,000

)

 Proceeds from convertible notes

 -

 402,765

 Repayments 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

 ( 100,100
)

 683,365

 Net cash used in financing activities from discontinued operations

 ( 60,920
)

 ( 77,972
)

 Net cash provided by (used in) financing activities

 ( 161,020
)

 605,393

 Net increase (decrease) in cash

 214,838

 ( 239,764
)

 Cash - beginning

 56,168

 295,932

 Cash - ending

 $
 271,006

 $
 56,168

 Supplemental disclosures:

 Interest paid

 $
 227,691

 $
 113,817

 Income taxes paid

 -

 -

 Non-cash investing and financing activities:

 Common stock issued for settlement of payables

 $
 -

 $
 7,500

 Conversion of Series A preferred into Series B preferred

 $
 -

 $
 85,846

 Deemed dividend on preferred exchange

 $
 -

 $
 192,154

 Subscription receivable for Series C preferred stock

 $
 -

 $

 Stock payable issued for debt discounts on convertible notes payable

 $
 -

 $

 Common stock issued for settlement of stock payable

 $

 $
 -

 Transfer of completed assets

 $
 6,076

 $
 -

 Warrants issued for debt financing

 $
 93,938

 $
 -

 Common stock issued for settlement of related party accrued compensation

 $
 138,000

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1 – Nature of Business and Significant Accounting Policies

 Nature
of Business

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 and data analytics company
focused on the developing cannabis and hemp markets, and supports the cannabis industry's best practices for reliable testing.
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 serving Nevada since
2015.

 Basis
of Accounting

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission ("SEC"). Intercompany accounts and transactions
have been eliminated. All references to Generally Accepted Accounting Principles ("GAAP") are in accordance with The FASB
Accounting Standards Codification ("ASC") and the Hierarchy of Generally Accepted Accounting Principles.

 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 September 30, 2023:

of Entities Under Common Control and Ownership

 Jurisdiction
 of

 Name
 of Entity

 Incorporation

 Relationship

 Inc. (1)

 Nevada

 Parent

 Labs, Inc.

 Nevada

 Subsidiary

 Labs CA, Inc (2)

 California

 Subsidiary

 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 and has no significant assets.

 (3)

 Formed
 during the first fiscal quarter of 2019, but has not yet commenced significant operations and has no significant assets.

 (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.

 F- 7

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.

 Segment
Reporting

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

 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.

 Accounts
Receivable

 Accounts
receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for
collectability based on past credit history with customers and their current financial condition. The Company had an allowance for
doubtful accounts of $ 154,179 and
$ 139,279 as
of September 30, 2023 and 2022, respectively. As of September 30, 2023 and 2022, Accounts receivable are classified as Assets
held for sale – current in the accompanying consolidated balance sheet.

 Notes
Receivable

 Notes
receivable are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the
loans, net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance
income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized to
finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related to
the unpaid principal is recorded together with the outstanding balance in our consolidated balance sheets. Upon the prepayment of a note
receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income
in our consolidated statements of operations.

 Notes
receivable are periodically evaluated for collectability based on past credit history with note holders and their current financial condition.
The Company had an allowance for credit losses of $ 720,000 and $ 931,665 as of September 30, 2023 and 2022, respectively.

 Fixed

 Fixed
assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated
using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following
life expectancy:

of Estimated Useful Lives of Property, Plant and Equipment

 Software

 3 years

 Office equipment

 5 years

 Furniture and fixtures

 5 years

 Lab equipment

 7 years

 Leasehold improvements

 Term of lease

 F- 8

 Repairs
and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life
of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold,
the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

 As of September 30, 2023, fixed assets are classified as Assets held for sale – long term in the accompanying
consolidated balance sheet.

 Impairment
of Long-Lived Assets

 Long-lived
assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount
of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results
and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating
results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that
carrying value exceeds discounted cash flows of future operations.

 Our
intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently
anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible
assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate
the asset may be impaired.

 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., 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.

 As of September 30, 2023 and 2022, all revenues are classified as part of Net income from discontinued operations
in the accompanying consolidated statement of operations

 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.

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 September 30, 2023 and 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 years ended September 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 years ended September 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.

 F- 9

 Advertising
Costs

 The
Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 4,444 and $ 58,739 for the
years ended September 30, 2023 and 2022, respectively.

 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 years ended September 30, 2023 and 2022, potential dilutive
securities of 83,125,488 and 58,941,155 shares issuable upon conversion of convertible notes payable, 8,120,000 and 6,020,000 shares
issuable upon exercise of options, 15,387,050 and 1,500,000 shares issuable upon exercise of warrants, and 13,579,710 and 13,579,710 shares
issuable upon conversion of Preferred A and Preferred B shares, respectively, had an anti-dilutive effect and were not included in the
calculation of diluted net loss per common share.

 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.

 F- 10

 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, the Company has incurred recurring losses from operations resulting in an
accumulated deficit of $ 19,761,997 and as of September 30, 2023, the Company's cash on hand may not be sufficient to sustain operations.
These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

 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 September 30, 2023 and 2022, respectively:

 Summary
of Financial Instruments at Fair Value on Recurring Basis

 Level 1

 Level 2

 Level 3

 Fair Value Measurements at September 30, 2023

 Level 1

 Level 2

 Level 3

 Cash

 $
 271,006

 $
 -

 $
 -

 Liabilities

 Notes payable

 -

 565,000

 -

 Convertible notes payable, net of discounts of $ 43,051

 -

 -

 1,725,184

 Level

 Level

 Level

 Fair
 Value Measurements at September 30, 2022

 Level

 Level

 Level

 Cash

 $

 56,168

 $

 -

 $

 -

 Liabilities

 Notes
 payable

 -

 -

 Convertible
 notes payable, net of discounts of $ 84,767

 -

 -

 1,683,467

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

 There
were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended September 30, 2023
or 2022.

 F- 11

 Note
4 – Related Party Transactions

the year ended September 30, 2023 the Company incurred compensation expense of $ 60,000 for services provided by its CFO and paid its
CFO $ 111,437 for accrued compensation related to services provided in prior periods. As of September 30, 2023, no amounts were owed to
the CFO for services provided.

the year ended September 30, 2023 the Company incurred fees of $ 34,000 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 September
30, 2023, the Company has accrued a total of $ 10,000 in fees for services provided by its directors.

 As
of September 30, 2023, the Company has accrued a total of $ 2,390 in reimbursable expenses owed to the officers and directors.

the year ended September 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 $ 1,056,570.
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. As of the date of this filing, the Company has not yet received any of the required payments.

 Note
6 – Fixed Assets

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

of Fixed Assets

 2023

 2022

 As of

 2023

 2022

 Lab equipment

 $
 -

 $

 Fixed assets, gross

 -

 Less: accumulated depreciation

 -

 -

 Total

 $
 -

 $

 F- 12

the year ended September 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 C3 Equipment was deemed to be impaired.

 Note
7 – Notes Payable

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

of Notes Payable

2023

2022

 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 Canna Lab 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 Canna Lab Note is in technical default, however, no default notice has been provided by Canna Lab 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.

 $

 $

 Total notes payable

 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 $ 79,800
and $ 45,444 during the years ended September 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.

 $
 80,428

 $
 141,348

 F- 13

 Note
8 – Convertible Notes Payable

 Related
party convertible notes payable consist of the following at September 30, 2023 and September 30, 2022, respectively:

of Related Party Convertible Notes Payable

 2023

 2022

 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.

 $

 $

 Total related party convertible notes payable

 Less: unamortized debt discounts

 ( 10,748
)

 ( 39,728
)

 Total convertible debt

 339,252

 310,272

 Less: current maturities

 ( 339,252
)

 -

 Related party convertible notes payable

 $
 -

 $
 310,272

 F- 14

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

 Schedule of Convertible Notes Payable

 2023

 2022

 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.

 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.

 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.

 Total
 convertible notes payable

 1,418,234

 1,418,234

 Less:
 unamortized debt discounts

 ( 32,302

)

 ( 45,039

)

 Total convertible debt

 1,385,932

 1,373,195

 Less:
 current maturities

 ( 1,385,932

)

 ( 1,198,469

)

 Convertible
 notes payable

 $

 -

 $

 174,726

 F- 15

 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 year ended September 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 $ 135,655 and $ 85,166, during the years ended September 30, 2023 and 2022, respectively. Unamortized discount as of
September 30, 2023 is $ 43,050.

 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 except the note to the related party.

 The
Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $ 148,812 and $ 113,976
for the years ended September 30, 2023 and 2022, respectively.

 The
Company recognized interest expense for the years ended September 30, 2023 and 2022, respectively, as follows:

 Schedule of Interest Expense

2023

2022

 Interest on notes payable

 $
 79,800

 $
 45,444

 Amortization of beneficial conversion features

 135,655

 85,166

 Interest on convertible notes

 148,812

 113,976

 Total interest expense

 $
 364,267

 $
 244,586

 Note
9 – Stockholders' Equity

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 September 30, 2022, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred
issued and outstanding and 1,000 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. The Series C Preferred
is not convertible into common stock.

 F- 16

 Series
A Preferred

 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 September 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 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 holders of the Series A Preferred
 generally will vote together with the holders of 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.

the year ended September 30, 2022, the Company offered to the Series A Preferred shareholders the ability to convert their Series A Preferred
shares into Series B Preferred shares for an additional investment of 20 % of their initial Series A investment. One Series A shareholder
invested additional cash proceeds of $ 55,600 for 55,600 Series B Preferred shares and converted 278,000 of its Series A Preferred into
Series B Preferred. As a result of the transaction, it was determined under ASC 470-20-40 that the Company had issued a deemed dividend
from the induced conversion of the Series A Preferred into Series B Preferred in the amount of $ 192,154. For a description of the Series
B Preferred, see Note 10.

 F- 17

 Series
C Preferred

 The
Series C Preferred stock was designated on July 20, 2022. The principal feature of the Series C Preferred 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. The shares of Series C Preferred 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.

 On
July 25, 2022, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Todd Denkin, the
Company's President, pursuant to which Mr. Denkin purchased 1,000 shares of the Series C Preferred for a purchase price of $ 0.10
per share. The Company determined that the shares had value in excess of the stated value in the amount of $ 360,200, which the Company
recorded as compensation expense to the officer.

 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

 The
common stock has a par value of $ 0.001, and 250,000,000 shares are authorized, of which 87,096,820 shares were issued and outstanding
as of September 30, 2023.

 Common
Stock Transactions for the Year Ended September 30, 2023

the year ended September 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.

the year ended September 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.

 Common
Stock Transactions for the Year Ended September 30, 2022

the year ended September 30, 2022, the Company issued 1,500,000 shares of its common stock in exchange for services rendered to the Company,
by its chief financial officer, with a total fair value of $ 52,500 based on the closing price of the Company's common stock on
the date of grant.

the year ended September 30, 2022, the Company issued 2,166,667 shares of its common stock in exchange for services rendered to the Company
by third party consultants, with a total fair value $ 91,000 based on the closing price of the Company's common stock on the dates
of grant.

the year ended September 30, 2022, the Company issued 250,000 shares of its common stock to settle outstanding payables in the amount
of $ 7,500 based on the closing price of the Company's common stock on the dates of grant.

 In
connection with the Convertible Note extensions as described in Note 8, the Company was to issue 7,150,000 shares of common stock to
the lenders as additional incentive. As of September 30, 2022, these shares have not yet been issued and as such are recorded as a stock
payable with a fair value of $ 71,745 based on the closing price of the Company's common stock on the dates of grant.

 Amortization
of Stock-Based Compensation

 A
total of $ 143,500 of stock-based compensation expense was recognized during the year ended September 30, 2022 as a result of the issuance
of 3,666,667 shares of common stock, as amortized over the requisite service period.

 F- 18

 Note
10 – Mezzanine Equity

 Series
B Preferred

 The
shares of 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 September 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 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 and the Series A Preferred, 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.

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

 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.

 Common
Stock Option Issuances

the year ended September 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 of $ 10,446. The Company estimated the fair value using the Black-Scholes
Option 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.

 F- 19

the year ended September 30, 2022, the Company issued to an unrelated third party, options to purchase 1,000,000 shares of its common
stock in exchange for services rendered to the Company with a total fair value $ 20,994. The Company estimated the fair value using the
Black-Scholes Option Pricing Model, based on a volatility rate of 143 % and call option values of $ 0.021 and exercise prices of $ 0.024,
and vesting immediately.

 Amortization
of Stock-Based Compensation

 A
total of $ 24,474 and $ 62,533 of stock-based compensation expense was recognized during the years ended September 30, 2023 and 2022, respectively,
as a result of the vesting of common stock options issued. As of September 30, 2023, a total of $ 1,153 of unamortized expense remains
to amortized over the vesting period.

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

 Summary of Common Stock Options Outstanding

 Options

 Options
 Exercisable

 Range
 of

 Remaining

 Options

 Contractual

 Options

 Prices

 Life

 Price

 Exercisable

 Price

 $

 0.0056
 – $ 0.13

 8,120,000

 5.03
 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 under the fixed option plan:

 Schedule of Weighted-Average Assumptions Used for Grants

 2023

 2022

 Average risk-free interest rates

 3.88
 %

 1.21
 %

 Average expected life (in years)

 2.9

 5.00

 Volatility

 184.34
 %

 %

 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 years ended September 30, 2023 and September 30, 2022, 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 year
ended September 30, 2023 was approximately $ 0.005 per option.

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

 Schedule of Activity of Outstanding Common Stock Options

 Number

 of Shares

 Price

 Balance, September 30, 2021

 5,620,000

 $
 0.08

 Options issued

 1,000,000

 0.02

 Options repurchased/expired

 ( 600,000
)

 ( 0.11
)

 Balance, September 30, 2022

 6,020,000

 $
 0.069

 Options issued

 2,100,000

 0.006

 Options forfeited

 -

 -

 Balance, September 30, 2023

 8,120,000

 $
 0.052

 Exercisable, September 30, 2023

 6,020,000

 $
 0.069

 As
of September 30, 2023, these options in the aggregate had $ 19,320 of intrinsic value as the per share market price of $ 0.015 of the Company's
common stock as of such date was greater than the weighted-average exercise price of some of these options.

 F- 20

 Note
12 – Common Stock Warrants

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

the year ended September 30, 2023, warrants to purchase an aggregate total of 13,887,050 shares of common stock at a weighted average
exercise price of $ 0.007 were issued in connection with the debt extensions as described in Note 8.

the year ended September 30, 2022, warrants to purchase an aggregate total of 1,035,001 shares of common stock at a weighted average
exercise price of $ 0.26 per share expired.

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

 Summary of Common Stock Warrants Outstanding

 Exercisable

 Range
 of

 Remaining

 Contractual

 Prices

 Life

 Price

 Exercisable

 Price

 $

 0.0074 - 0.10

 15,387,050

 8.76
 years

 $

 0.016

 15,387,050

 $

 0.016

 The
fair value of each warrant grant is estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average
assumptions used for grants under the fixed option plan:

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

 Schedule of Outstanding Common Stock Warrants Activity

 Number

 of Shares

 Price

 Balance, September 30, 2021

 2,535,001

 $
 0.17

 Warrants granted

 -

 -

 Warrants expired

 ( 1,035,001
)

 ( 0.26
)

 Balance, September 30, 2022

 1,500,000

 $
 0.10

 Warrants granted

 13,887,050

.007

 Warrants expired

 -

 -

 Balance, September 30, 2023

 15,387,050

 $
 0.016

 Exercisable, September 30, 2023

 15,387,050

 $
 0.016

 As
of September 30, 2023, these warrants in the aggregate had $ 102,764 of intrinsic value as the per share market price of $ 0.015 of the
Company's common stock as of such date was greater than the exercise price of some of these warrants.

 F- 21

 Note
13 – 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.

 Note
14 – 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.

 In
connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and Buyer entered into a Management
Services Agreement (the "Management Services Agreement"), dated as of April 30, 2023, pursuant to which Buyer has been engaged
to manage the operation of Digipath Labs' cannabis testing laboratory (the "Lab"). The effectiveness of the Management
Services Agreement is subject to the approval of the CCB, which was obtained on October 17, 2023. Pursuant to the Management Services
Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not less than $ 15,000)
in each month, Buyer will be entitled to a management fee of $ 10,000 per month. Any remaining cash generated from the operation of the
Lab in any month will be payable 45% to the Buyer and 55% to the Company.

 The
balance sheets of Digipath Labs are summarized below:

of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures

 September 30, 2023

 September 30, 2022

 Current assets:

 Accounts receivable, net

 $
 447,410

 $
 335,085

 Deposits

 18,675

 25,141

 Other current assets

 20,137

 32,971

 Total current assets

 486,222

 393,197

 Right-of-use asset

 274,985

 316,961

 Fixed assets, net

 368,681

 405,823

 Total long term assets

 643,666

 722,784

 Total Assets

 $
 1,129,888

 $
 1,115,981

 Current liabilities:

 Accounts payable

 $
 158,869

 $
 283,098

 Accrued expenses

 61,512

 32,571

 Current portion of operating lease liabilities

 83,757

 100,685

 Current maturities of notes payable

 64,517

 60,920

 Total current liabilities

 368,655

 477,274

 Operating lease liabilities

 143,245

 229,825

 Notes payable

 15,911

 80,428

 Total long term liabilities

 159,156

 310,253

 Total Liabilities

 $
 527,811

 $
 787,527

 F- 22

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

 2023

 2022

 For the Years Ended

 2023

 2022

 Revenues

 $
 3,330,704

 $
 2,699,920

 Cost of sales

 1,736,401

 1,633,972

 Gross profit

 1,594,303

 1,065,948

 Operating expenses:

 General and administrative

 883,781

 927,671

 Professional fees

 98,352

 2,157

 Total operating expenses

 982,133

 929,828

 Operating income(loss)

 612,170

 136,120

 Other income (expense):

 Other income

 322,798

 -

 Interest expense

 ( 6,539
)

 ( 15,687
)

 Total other income (expense)

 316,259

 ( 15,687
)

 Net income (loss)

 $
 928,429

 $
 120,433

 Note
15 - Income Tax

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

 For
the years ended September 30, 2023 and 2022, the Company incurred a net operating loss and, accordingly, no provision for income taxes
has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.
At September 30, 2023, the Company had approximately $ 14,096,000 of Federal net operating losses. The net operating loss carry forwards,
if not utilized, will begin to expire in 2031.

 The
effective income tax rate for the years ended September 30, 2023 and 2022 consisted of the following:

of Effective Income Tax Rate

 2023

 2022

 2023

 2022

 Federal statutory income tax rate

 %

 %

 State income taxes

 -
 %

 -
 %

 Change in valuation allowance

 ( 21
)%

 ( 21
)%

 Net effective income tax rate

 -

 -

 The
components of the Company's deferred tax asset are as follows:

of Deferred Tax Asset

 2023

 2022

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forwards

 $
 2,960,100

 $
 3,130,800

 Net deferred tax assets before valuation allowance

 $
 2,960,100

 $
 3,130,800

 Less: Valuation allowance

 ( 2,960,100
)

 ( 3,130,800
)

 Net deferred tax assets

 $
 -

 $
 -

 Based
on the available objective evidence, including the Company's history of its loss, management believes it is more likely than not
that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against
its net deferred tax assets at September 30, 2023 and 2022, respectively.

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

 Note
16 – Subsequent Events

 On
October 17, 2023, the CCB approved the Management Services Agreement, dated as of April 30, 2023, pursuant to which the Buyer was engaged
to manage the operations of the Company's cannabis testing laboratory, in connection with the Purchase Agreement. See Note 14.

 F- 23

 ITEM
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 On October 2, 2023, we retained Fruci & Associates II, PLLC ("Fruci") to perform our audit work for
the year ended September 30, 2023. There were no disagreements with accountants.

 ITEM
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures as of September 30, 2023 (the "Evaluation Date"). 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 September 30, 2023, our Principal Executive
Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at
the reasonable assurance level.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 Management
has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, an assessment, including
testing of the effectiveness, of our internal control over financial reporting as of the Evaluation Date. Management's assessment
of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework).

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis. In connection with management's assessment of our internal control over financial reporting as required under
Section 404 of the Sarbanes-Oxley Act of 2002, we have identified the following material weaknesses in our internal control over financial
reporting as of the Evaluation Date.

 -

 Lack
 of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Officers.

 -

 Lack
 of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed
 by our Officers and the work is not reviewed by anyone.

 We
have thus concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption
for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 Changes
in Internal Control over Financial Reporting

 There
have been no 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 fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 ITEM
9B. Other Information

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 PART
III

 ITEM
10. Directors, Executive Officers and Corporate Governance

 Set
forth below are the present directors and executive officers of the Company. There are no arrangements or understandings between any
of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

 Name

 Age

 Position

 Todd
 Denkin

 President

 A.
 Stone Douglass

 Chairman,
 Director, Secretary and CFO

 Dennis
 Hartmann

 Biographies

 Set
forth below are brief accounts of the business experience of each director and executive officer of the Company.

 Todd
Denkin was appointed as President on July 1, 2021. Mr. Denkin has many years of experience in the "legal" marijuana
industry, and has in the past been an integral part of the Company's management. Mr. Denkin originally joined the Company in April
2014 as President, and served as the Company's Chief Executive Officer from October 2014 until June 21, 2016. He then served as
the Company's President and Chief Operating Officer until September 26, 2019, and was thereafter a consultant to the Company until
December 2019. From January 2020 until December 2020 when he was re-engaged by the Company as a consultant, Mr. Denkin provided consulting
services to cannabis producers, and was active as a cannabis testing educator and content provider. Prior to joining the Company in April
2014, Mr. Denkin served as co-founder and president of both 10 Mile and Growopp, LLC where he created controlled environmental indoor
hydroponic grow chambers from 2011 to 2013.

 A.
Stone Douglass was appointed a director of the Company on July 1, 2021, as our Chief Financial Officer on August 16, 2021, and
as Chairman of the Board of Directors on October 21, 2021. Mr. Douglass has been: the Chief Executive Officer of GeoSolar Technologies,
Inc., a company planning to install natural energy systems, since December 2020; the Chief Financial Officer of David Kind, Inc., a Venice,
California based online eyewear brand, since June 2013; the Chairman and Chief Executive Officer of Sealand Natural Resources, Inc.,
a manufacturer and purveyor of Sealand Birk birch water and other alternative beverages, since March 2016; the Chief Financial Officer
of P5 Systems, Inc., a San Diego based technology platform known as the Craig's List of cannabis, servicing the legal cannabis
value chain, since March 2018; and the principal owner of Ducks Nest Investments Inc, a private investment company, since September 1990.
We believe that Mr. Douglass's financial and business experience qualify him to serve as one of our directors.

 Dennis
Hartmann was appointed to our Board of Directors on September 25, 2019 and as Interim President on August 14, 2020. Mr. Hartmann
resigned as Interim President on July 1, 2021. Mr. Hartmann had been an attorney engaged in private practice in the State of California
for over 35 years. Mr. Hartmann holds a B.S. from the University of Alabama and a J.D. from the University of Texas School of Law. We
believe that Mr. Hartmann's legal experience qualifies him to serve as one of our directors.

 Family
Relationships

 None.

 Board
Committees and Audit Committee Financial Expert

 We
do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar
functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this Annual
Report, no member of our board of directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)
of Regulation S-K promulgated under the Securities Act.

Nominations

 As
of September 30, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our
board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company's
board of directors.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors, executive officers and persons who own more than 10% of a registered
class of the Company's securities to file with the SEC initial reports of ownership and reports of changes in ownership of common
stock and other equity securities of the Company. Directors, executive officers and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they file. To our knowledge, based solely on the review of
the copies of these forms furnished to us and representations that no other reports were required, the Company believes that all forms
required to be filed under Section 16 of the Exchange Act for the year ended September 30, 2023 were filed timely.

 Code
of Ethics

 We
have adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer
or controller, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us
at the address or telephone number listed on the cover page hereof.

 ITEM
11. Executive Compensation

 Summary
Compensation Table

 The
following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended September
30, 2023 and September 30, 2022 to persons serving as our Chief Executive Officer and Chief Financial Officer during our year ended September
30, 2023 (our "Named Executive Officers"), who were our only executive officers during 2023, as none of our other officers
earned total compensation in excess of $100,000 during our last completed fiscal year.

 Fiscal

 Stock

 Option

 All Other

 Name and Financial Position

 Year

 Salary

 Awards

 Awards

 Compensation

 Total

 Todd Denkin (1)

 2023

 $
 165,500

 $
 10,220
 (2)

 $
 -

 $
 -

 $
 175,720

 President

 2022

 $

 $
 -

 $
 -

 $
 -

 $

 A. Stone Douglass (3)

 2023

 $
 60,000

 $
 14,600
 (4)

 -

 -

 $
 74,600

 Chief Financial Officer

 2022

 $
 50,000

 $
 52,500
 (5)

 -

 -

 $
 102,500

 (1)

 Mr.
 Denkin was appointed President on July 1, 2021.

 (2)

 relates to 1,400,000 shares of Common Stock issued to Mr. Denkin on January 18, 2023 for services performed in connection with work
 related to the sale of Digipath Labs, Inc.

 (3)

 Mr. Douglass was appointed Chief Financial Officer on August 16, 2021.

 (4)

 relates to 2,000,000 shares of Common Stock issued to Mr. Douglass on January 18, 2023 for services performed in connection with
 work related to the sale of Digipath Labs, Inc.

 (5)

 relates to 1,500,000 shares of Common Stock issued to Mr. Douglass on August 16, 2021 upon his appointment as Chief Financial Officer.

 Employment
Agreements

 We
are not party to an employment agreement with Todd Denkin.

 We
have a consulting agreement in place with A. Stone Douglass, in which we have agreed to pay Mr. Douglass $5,000 per month.

Equity Awards

 The
following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan
awards held by our Named Executive Officers at September 30, 2023.

 Outstanding Option Awards at Fiscal Year-End

 Name

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Option Exercise Price

 Option Expiration Date

 Todd Denkin, President

 -

 -

 $
 -

 N/A

 A. Stone Douglass

 1,000,000

 -

 $
 0.06

 June 2, 2031

 Option
Exercises and Stock Vested

 None
of our Named Executive Officers exercised any stock options or acquired stock through vesting of an equity award during the year ended
September 30, 2023.

Compensation

 The
following table summarizes the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year
ended September 30, 2023.

 Name

 Fees Earned or Paid in Cash

 Stock Award

 Option Awards

 Non-Equity Incentive Compensation

 Change in Pension Value and Nonqualified Deferred Compensation Earnings

 All other Compensation

 Total

 Dennis Hartmann (1)

 $
 19,000

 $
 3,650

 $

 $
 -

 $
 -

 $
 -

 $
 22,650

 (1)

 We
 have agreed to compensate Mr. Hartmann a total of $5,000 in cash per quarter for his service as a director beginning in the quarter
 ended June 30, 2023.

 Directors
are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors.

 ITEM
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth, as of January 16, 2024, certain information with regard to the record and beneficial ownership of the
Company's common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the
Company's common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive
officers and directors of the Company as a group. The address of each of our directors and executive officers named in the table is
c/o Digipath, Inc., 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118:

 Series A and B

 Common Stock

 Preferred Stock

 Name of Beneficial Owner (1)

 Number of Shares

 % of Class (2)

 Number of Shares

 % of Class

 Officers and Directors:

 Dennis Hartmann Director (3)

 1,075,000

 1.2
 %

 -

 -

 Todd Denkin, President

 2,958,824

 3.4
 %

 -

 -

 A. Stone Douglass, Chairman and CFO (4)

 4,500,000

 3.2
 %

 Directors and Officers as a Group (3 persons)

 8,533,824

 9.7
 %

 -

 -

 Greater than 5% shareholders:

 Bruce Raben (5)

 4,790,000

 5.4
 %

 -

 -

 Anthony Podell

 6,216,667

 7.1
 %

 -

 -

 *
less than 1%

 (1)

 Except
 as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have
 sole voting and investment power with respect to all shares of Common Stock or Series A or Series B Preferred Stock owned by such
 person.

 (2)

 Percentage
 of beneficial ownership is based upon 87,096,820 shares of Common Stock outstanding as of January 16, 2024. For each named person,
 this percentage includes Common Stock that the person has the right to acquire either currently or within 60 days of January 16,
 2024, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the purpose of computing
 the percentage owned by any other person.

 (3)

 Includes
 options to purchase 250,000 shares of common stock exercisable at $0.10 per share.

 (4)

 Includes
 options to purchase 1,000,000 shares of common stock exercisable at $0.06 per share,

 (5)

 Includes options to purchase 1,500,000 shares of common stock exercisable
 at $0.06 per share,

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Independence

 Our
board of directors currently consists of Dennis Hartmann and A. Stone Douglass; Bruce Raben resigned as a director on May 2, 2023. Our
Board of Directors has determined that Mr. Hartmann, one of our two directors, is "independent" in accordance with the NASDAQ
Global Market's requirements. However, as our common stock is currently quoted
on the OTCQB, we are not currently subject to corporate governance standards of listed companies.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 All
audit work was performed by the full-time employees of M&K CPAS, PLLC ("M&K") for the years ended September 30,
2022 and 2021. We retained Fruci & Associates II, PLLC ("Fruci") to perform our audit work for the year ended
September 30, 2023 on October 2, 2023. Our board of directors does not have an audit committee. The functions customarily delegated
to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services
performed by our auditors. Our board of directors has considered whether the provision of non-audit services is compatible with
maintaining the principal accountant's independence and has approved such services.

 The
following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual
consolidated financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably
related to the performance of the audit or review of our consolidated financial statements and that are not reported as audit fees, services
rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

 Years Ended

 2023

 2022

 Audit fees - M&K: (1)

 $
 53,835

 $
 41,200

 Audit fees - Fruci: (1)

 12,500

 Audit related fees

 -

 -

 Tax fees

 -

 -

 All other fees

 -

 -

 Total

 $
 66,335

 $
 41,200

 (1)
 Audit fees were principally for audit services and work performed in the review of the Company's quarterly reports on Form
10-Q.

 PART
IV

 ITEM
15. Exhibits and Financial Statement Schedules

 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 Current Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on March 16, 2020)

 3.1

 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)

 3.2

 Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)

 3.3

 Certificate of Amendment to Articles of Incorporation dated April 4, 2014 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)

 3.4

 Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series A Convertible Preferred Stock dated April 9, 2014 (incorporated by reference to Exhibit 3.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)

 3.5

 Certificate of Amendment to Articles of Incorporation dated May 22, 2015 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 26, 2015)

 3.6

 Certificate of Amendment to Articles of Incorporation dated May 14, 2019 (incorporated by reference to Exhibit 3.6 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 13, 2019)

 3.7

 Certificate of Designation of the Series B Preferred Stock of Digipath, Inc., filed December 29, 2021 (incorporated by reference to Exhibit 3.1 of the Report on 8-K filed with the Securities and Exchange Commission by Digipath, Inc on January 6, 2022)

 3.8

 Certificate of Designation of the Series C Preferred Stock of Digipath, Inc., filed with the Secretary of State of the State of Nevada on July 20, 2022. (incorporated by reference to Exhibit 3.1 of the Report on 8-K filed with the Securities and Exchange Commission by Digipath, Inc on July 26, 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 Quarterly 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 Quarterly 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 Quarterly 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)

 4.7*

 Description of Securities

 10.1

 2012 Stock Incentive Plan (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 March 9, 2012)

 10.2

 Digipath, Inc. Amended and Restated 2012 Stock Incentive Plan (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 June 27, 2016)

 10.3

 Form of Stock Option Grant Notice for grants under the Amended and Restated 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

 10.4

 Form of Option Agreement for grants under the Amended and Restated 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

 10.5

 Security Agreement, between Digipath, Inc. Digipath Labs, Inc., and collateral agent for the holders of the 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)

 10.6

 Security Agreement, between Digipath, Inc. Digipath Labs, Inc., and holder of the 8% Secured Convertible Note due September 23, 2020 (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 September 26, 2019)

 10.7

 Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

 10.8

 Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 11, 2022 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

 10.9

 Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 11, 2022 (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)

 10.10

 Paycheck Protection Program Loan Note between Digipath Labs, Inc. and WebBank, holder of the 1% Promissory Note due May 13, 2025 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 14, 2020)

 10.11

 Paycheck Protection Program Loan Note between Digipath, Inc. and Cross River Bank, holder of the 1% Promissory Note due June 22, 2025 (incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 14, 2020)

 10.12

 Separation and Release Agreement between Digipath, Inc. and Kyle Remenda, dated July 1, 2020 (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 July 6, 2020)

 10.13

 Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (Nordhaven, LLC) of the 8% Secured Convertible Note due August 10, 2022 (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 October 7, 2020)

 10.14

 Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (CSW Ventures, LP) of the 8% Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. October 7, 2020)

 10.15

 Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (CSW Ventures, LP) of the 8% Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.3 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. October 7, 2020)

 10.16

 Separation and Release Agreement between Digipath, Inc. and Kyle Remenda, dated July 1, 2020 (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 July 6, 2020)

 10.17

 12% Secured Promissory Note dated September 10, 2021 issued by Digipath, Inc. to US Canna Lab I, LLC (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2021)

 10.18

 Consulting, Confidentiality and Proprietary Rights Agreement between Digipath, Inc. and Duck's Nest Investments, Inc., wholly-owned by A. Stone Douglass, dated September 1, 2021. (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2021)

 10.19

 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)

 10.20

 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)

 21.1

 Subsidiaries (incorporated by reference to the list of subsidiaries in Note 1 to the financial statements included in this Annual Report on Form 10-K)

 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*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 *
Filed herewith.

 ITEM
16. FORM 10-K/A SUMMARY.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 INC.

 (Registrant)

 By:

 /s/
 Todd Denkin

 Todd
 Denkin

 President

 Dated:

 January 18, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Todd Denkin

 President

 January 18, 2024

 Todd
 Denkin

 (Principal
 Executive Officer)

 /s/
 A. Stone Douglass

 Chief
 Financial Officer, Secretary Director and Chairman

 January 18, 2024

 A.
 Stone Douglass

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Dennis Hartmann

 January 18, 2024

 Dennis
 Hartmann