SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-Q



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

THE SECURITIES EXCHANGE ACT OF 1934



For Quarterly Period Ended June 30, 2011



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



DigiPath, Inc.

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



|Nevada                                                                         |  | 27-3601979                          
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation
        or
        organization) |  | (I.R.S. Employer Identification No.)
|                                                                               |  |                                     
|1328 West Balboa Boulevard Suite C, Newport Beach, CA 92661                   
|(Address of principal executive offices, including zip code)                  
|                                                                              
|Registrant’s phone number, including area code    (702) 527-2060              



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

YESxNO [ ]



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant
was required to submit and post such files).

YES
[ ]    NOx



Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large
Accelerated Filer [ ]Accelerated Filer  [ ] Non-accelerated Filer  [ ] Smaller reporting companyx



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



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.



|Class                         |  | Outstanding at August 15, 2011
|----------------------------- |  | ------------------------------
|Common Stock, $.001 par value |  | 5,426,750                     















INDEX



|         |                                                                                                                                    | Page No.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------- | --------
|PART I   | FINANCIAL INFORMATION                                                                                                              |         
|ITEM 1.  | FINANCIAL STATEMENTS:                                                                                                              |         
|         | Condensed Balance Sheets as of June 30, 2011 (unaudited)                                                                           | 3       
|         | Condensed Statements of Operations for the Three and period
        October 5, 2010 to Nine Months Ended June 30, 2011 (unaudited) | 4       
|         | Condensed Statement of Stockholders’ Equity for the
        Period Ended June 30, 2011 (unaudited)                                 | 5       
|         | Condensed Statements of Cash Flows for the period October 5, 2010 to June 30, 2011 (unaudited)                                     | 6       
|         | Notes to Condensed Financial Statements (unaudited)                                                                                | 7       
|ITEM 2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS                                      | 10      
|ITEM 3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                         | 17      
|ITEM 4T. | CONTROLS AND PROCEDURES                                                                                                            | 17      
|PART II  | OTHER INFORMATION                                                                                                                  | 18      
|ITEM 1   | LEGAL PROCEEDINGS                                                                                                                  | 18      
|         |                                                                                                                                    |         
|ITEM 1A  | RISK FACTORS                                                                                                                       | 18      
|         |                                                                                                                                    |         
|ITEM 2   | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                                        | 18      
|         |                                                                                                                                    |         
|ITEM 3   | DEFAULTS UPON SENIOR SECURITIES                                                                                                    | 18      
|         |                                                                                                                                    |         
|ITEM 4   | (REMOVED AND RESERVED)                                                                                                             | 18      
|         |                                                                                                                                    |         
|ITEM 5   | OTHER INFORMATION                                                                                                                  | 18      
|         |                                                                                                                                    |         
|ITEM 6   | EXHIBITS                                                                                                                           | 18      





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PART I - FINANCIAL INFORMATION



ITEM I — FINANCIAL STATEMENTS

DIGIPATH, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                      |  | June 30,
|--------------------------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                                      |  | 2010    
|ASSETS                                                                                                                |  |         
|CURRENT ASSETS                                                                                                        |  |         
|Cash                                                                                                                  |  | $       
|Accounts receivable                                                                                                   |  |         
|TOTAL CURRENT ASSETS                                                                                                  |  |         
|Fixed assets, net of accumulated depreciation                                                                         |  |         
|TOTAL ASSETS                                                                                                          |  | $       
|                                                                                                                      |  |         
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                  |  |         
|CURRENT LIABILITIES:                                                                                                  |  |         
|Accounts payable and accrued expenses                                                                                 |  | $       
|Revolving note payable, related party                                                                                 |  |         
|TOTAL CURRENT LIABILITIES                                                                                             |  |         
|                                                                                                                      |  |         
|STOCKHOLDERS’ EQUITY:                                                                                                 |  |         
|Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding                      |  |         
|Common stock, $.001 par value, 50,000,000 shares authorized, 5,296,750 shares issued and outstanding at June 30, 2011 |  |         
|Additional paid in capital                                                                                            |  |         
|Accumulated deficit                                                                                                   |  |         
|TOTAL STOCKHOLDERS’ EQUITY                                                                                            |  |         
|                                                                                                                      |  |         
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                            |  | $       



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

-3-







DIGIPATH, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)









|                                                        |  | Three Months Ended |           | For the Period October 5, 2010 to
|------------------------------------------------------- |  | ------------------ | --------- | ---------------------------------
|                                                        |  | June 30, 2011     
|REVENUES                                                |  | $                  | 30,000    |                                  
|COST OF SALES                                           |  |                    | —         |                                  
|GROSS PROFIT                                            |  |                    | 30,000    |                                  
|OPERATING EXPENSES:                                     |  |                    |           |                                  
|General and administrative expenses                     |  |                    | 29,803    |                                  
|INCOME/(LOSS) FROM OPERATIONS                           |  |                    | 197       |                                  
|Interest expense                                        |  |                    | (3,989    | )                                
|INCOME/(LOSS) BEFORE PROVISION FOR INCOME TAXES         |  |                    | (3,792    | )                                
|Provision for income taxes                              |  |                    | —         |                                  
|                                                        |  |                    |           |                                  
|NET INCOME/(LOSS)                                       |  | $                  | (3,792    | )                                
|NET LOSS PER SHARE OF COMMON STOCK — Basic and diluted  |  | $                  | 0.00      |                                  
|WEIGHTED AVERAGE SHARES OUTSTANDING — Basic and diluted |  |                    | 5,296,750 |                                  











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



-4-





DIGIPATH, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’
EQUITY

FOR THE PERIOD OCTOBER 5, 2010 (INCEPTION)

THROUGH JUNE 30, 2011

(UNAUDITED)





|                                                     |  | Preferred Stock |   |  | Common Stock |   |   | APIC   |  |  | Accumulated Deficit |  |  | Total |      
|---------------------------------------------------- |  | --------------- | - |  | ------------ | - | - | ------ |  |  | ------------------- |  |  | ----- | -----
|                                                     |  | Shares          |   |  | Amount       |   |   | Shares |  |  | Amount              |  |  |       |      
|                                                     |  |                 |   |  |              |   |   |        |  |  |                     |  |  |       |      
|Balance at October 5, 2010                           |  |                 | - |  |              | $ | - |        |  |  | -                   |  |  | $     | -    
|Common stock issued for services on October 8, 2010  |  |                 | - |  |              |   | - |        |  |  | 5,000,000           |  |  |       | 5,000
|Common stock issued for services on January 31, 2011 |  |                 | - |  |              |   | - |        |  |  | 10,000              |  |  |       | 10   
|Common stock issued for cash on March 23, 2011       |  |                 | - |  |              |   | - |        |  |  | 286,750             |  |  |       | 287  
|Net loss                                             |  |                 | - |  |              |   | - |        |  |  | -                   |  |  |       | -    
|Balance at June 30, 2011                             |  |                 | - |  |              | $ | - |        |  |  | 5,296,750           |  |  | $     | 5,297
|                                                     |  |                 |   |  |              |   |   |        |  |  |                     |  |  |       |      



The accompanying notes are an integral part of these condensed
financial statements



The accompanying notes are an integral part of these condensed
financial statements



-5-







DIGIPATH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                                           |  | For the Period October 5, 2010 to June 30,
|-------------------------------------------------------------------------- |  | ------------------------------------------
|                                                                           |  | 2011                                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                      |  |                                           
|Net loss                                                                   |  | $                                         
|Adjustments to reconcile net loss to cash flows from operating activities: |  |                                           
|Depreciation expense                                                       |  |                                           
|Common stock issued for services                                           |  |                                           
|Changes in operating assets and liabilities:                               |  |                                           
|Accounts receivable                                                        |  |                                           
|Accounts payable and accrued expenses                                      |  |                                           
|Interest Payable                                                           |  |                                           
|Net cash provided by operating activities                                  |  |                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      |  |                                           
|Capital equipment purchases                                                |  |                                           
|Net cash provided by financing activities                                  |  |                                           
|                                                                           |  |                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      |  |                                           
|Proceeds from Revolving Note                                               |  |                                           
|Issuance of Common Stock for Cash                                          |  |                                           
|Net cash provided by financing activities                                  |  |                                           
|NET INCREASE IN CASH                                                       |  |                                           
|CASH, Beginning of period                                                  |  |                                           
|CASH, End of period                                                        |  | $                                         
|                                                                           |  |                                           
|                                                                           |  |                                           



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



-6-







DIGIPATH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS



NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION

Organization and Business — DigiPath,
Inc. (“DigiPath®,” the “Company,” “we,” “our” or “us”) was incorporated
in Nevada on October 5, 2010. During January, 2011, the Company no longer was considered a development stage company as it began
recognizing revenue for its advisory services to a handful of healthcare clients.

DigiPath, Inc. provides the next
generation of affordable, innovative, and reliable digital pathology solutions and advisory services for clients involved within
healthcare. Services range the full breadth of management operations for marketing, product development, sales, outreach, operations,
customer service, regulatory, and financial. Clients include Manufacturer (hardware and software), Distribution & Service Firms,
Laboratories (reference, hospital owned, independent), Private Pathology Practices (associated with hospitals), and Centers of
Excellence.

Basis of Presentation- The accompanying
financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated
in the United States of America.



Going Concern —
The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. For the
period October 5, 2010 to June 30, 2011, the Company had a net loss of $9,154. At June 30, 2011, the Company had working capital
of $20,705 and stockholders’ equity of $25,521. Since inception, the Company has also been dependent upon the receipt of
capital investment or other financing to fund its operations. The amount of capital required to sustain operations until the successful
completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure
additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available
in the future or have terms agreeable to the Company. These conditions raise substantial doubt about the Company's ability to continue
as a going concern.

The accompanying condensed financial
statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that
might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Use of Estimates - The
preparation of 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 condensed financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates. Those estimates and assumptions include
estimates for accruals for potential liabilities.

Income Taxes - The Company
accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the recognition of deferred
tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included
in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount
that is more likely than not to be realized.

ASC 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.
If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the
financial statements.

-7-







The Company performed a review of its
material tax positions. During the fiscal quarter ended June 30, 2011, there were no increases or decreases in unrecognized tax
benefits as a result of tax positions taken during the fiscal quarter, there were no decreases in unrecognized tax benefits relating
to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the
applicable statute of limitations. As of June 30, 2011, the Company had no unrecognized tax benefits that, if recognized, would
affect the effective tax rate. As of June 30, 2011, the Company has no tax positions for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

The Company has elected to classify
any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the fiscal quarter ended
June 30, 2011, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits.
As of June 30, 2011, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.

Cash - Cash includes all
highly liquid instruments with an original maturity of three months or less as of June 30, 2011.

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 Company had no such assets or liabilities
recorded to be valued on the basis above at June 30, 2011.

Revenue Recognition –The Company will
recognizes revenue in accordance with ASC 605, Revenue Recognition, Overall, SEC Materials (ASC 605). ASC 605 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.

Net Loss Per Share - Basic
earnings (loss) per share (EPS) is computed by dividing the net income (loss) applicable to common shareholders by the weighted
average number of shares of common stock outstanding for the period. Diluted EPS is computed by dividing the income (loss) applicable
to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares
that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The
Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.

Comprehensive Loss - Comprehensive
loss is defined as all changes in stockholders' equity, exclusive of transactions with owners, such as capital investments. Comprehensive
loss includes net loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments
on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the quarter ended June
30, 2011, the Company's comprehensive loss was the same as its net loss.

Stock Compensation for Services
Rendered - The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC
718 Stock Compensation (ASC 718) and ASC 505-50, Equity, Equity-Based Payments to Non-employees (ASC 505-50). All transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance
is complete or the date on which it is probable that performance will occur.

Recently Issued Accounting Pronouncements
- In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-29, “Business
Combinations (Topic 805): Disclosures of Supplementary Pro Forma Information for Business Combinations” (ASU 2010-29), which
specifies that pro forma disclosures for business combinations are to be reported as if the business combinations that occurred
during the current year had occurred as of the beginning of the comparable prior annual reporting period. The pro forma disclosures
must also include a description of material, nonrecurring pro forma adjustments. ASU 2010-29 is effective for business combinations
with an acquisition date of January 1, 2011 or later. Adoption of the new requirement did not have an effect on the Company’s
financial position, results of operations or cash flows.





-8-







In May 2011, the FASB issued Accounting Standards
Update No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs”. The amendments result in common fair value measurement and disclosure requirements
in U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs), and do not require
additional fair value measurements and are not intended to establish valuation standards or affect valuation practices. The amendments
in this update are effective during interim and annual periods beginning after December 15, 2011. Adoption of the new requirement
is not expected to have an effect on the Company’s financial position, results of operations or cash flow.



In June 2011, the FASB issued Accounting Standards
Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. In this update,
FASB eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders’
equity. The amendments require that all non-owner changes in equity be presented either in a single continuous statement of comprehensive
income or in two separate but consecutive statements. The amendments in this update are effective for fiscal years, and interim
periods within these years, beginning after December 15, 2011. Adoption of the new requirement is not expected to have an
effect on the Company’s financial position, results of operations or cash flow.



NOTE 3 – REVOLVING NOTE PAYABLE

On February 14, 2011, DigiPath, Inc.,
a Nevada corporation (“Company”), entered into a Revolving Promissory Note (the “Revolving Note”) with
NYX Capital Advisors, Inc. (“NYX”).   Under the terms of the Revolving Note, NYX agreed to advance to the
Company, from time to time and at the request of the Company, amounts up to an aggregate of $500,000 until September 30, 2012.  All
advances shall be paid on or before September 30, 2012 and interest shall accrue from the date of any advances on any principal
amount withdrawn, and on accrued and unpaid interest thereon, at the rate of eight percent (8%) per annum, compounded annually.  The
Company’s obligations under the Revolving Note will accelerate upon a bankruptcy event of the Company, any default by the
Company of its payment obligations under the Revolving Note or the breach by the Company of any provision of any material agreement
between the Company and the noteholder.  As of June 30, 2011, the outstanding principal on the Revolving Note was $200,000.
As of June 30, 2011, the accrued interest on the Revolving Notes was $6,400.

NOTE 4 – STOCKHOLDERS’
EQUITY

Common Stock - Common
stock consists of $0.001 par value, 50,000,000 shares authorized, 5,296,750 shares issued and outstanding as of June 30, 2011.
In October 2010, the Company issued 5,000,000 shares of its common stock to the Company’s President, for services performed.
In January, 2011, the Company issued 10,000 shares of its common stock for services. On March 23, 2011, the Company completed a
private placement offering to certain investors (“Investors”) pursuant to which the Company sold an aggregate of 286,750
shares of the Company’s common stock resulting in gross proceeds of $28,675 to the Company.

Preferred Stock - The
articles of incorporation of the Company authorize 10,000,000 shares of preferred stock with a par value of $0.001 per share. The
Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine
the rights, preferences, privileges and restrictions granted to any series of the preferred stock.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent
events for the period from June 30, 2011, the date of these financial statements, through August 15, 2011, which represents the
date the Company intends to file these financial statements with the Securities and Exchange Commission. Pursuant to the requirements
of ASC 855, Subsequent Events there were no events or transactions occurring during this subsequent event reporting period that
require recognition or disclosure in these financial statements.

-9-







ITEM 2.  MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information contained in this Form 10-Q
is intended to update the information contained in our Annual Report on Form 10-K for the year ended September 30, 2010 and presumes
that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and other information contained in such Form 10-K.  The following discussion and analysis
also should be read together with our financial statements and the notes to the financial statements included elsewhere in this
Form 10-Q.



The following discussion contains certain
statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995.  Such statements appear in a number of places in this Report, including, without limitation, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”  These statements are not guarantees of future
performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control.  Forward-looking
statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements.  We
strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September
30, 2010 in the section entitled “Risk Factors” for a description of certain risks that could, among other things,
cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking
statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited
Financial Statements and notes thereto that appear elsewhere in this report.



Business History and Background



DigiPath, a Nevada corporation, was
incorporated on October 5, 2010 in Nevada.

During January, 2011, the Company no
longer was considered a development stage company as it began recognizing revenue for its advisory services to a handful of healthcare
clients.

On February 14, 2011, we entered into a Revolving
Promissory Note (the “Revolving Note”) with NYX Capital Advisors, Inc. (“NYX”). Eric Stoppenhagen, our
CEO, has voting and investment control over the securities owned by NYX Capital Advisors, Inc. as he is the sole owner.  
Under the terms of the Revolving Note, NYX agreed to advance to the Company, from time to time and at the request of the Company,
amounts up to an aggregate of $500,000 until September 30, 2012.  All advances shall be paid on or before September 30,
2012 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest
thereon, at the rate of eight percent (8%) per annum, compounded annually. The Company’s obligations under the Revolving
Note will accelerate upon a bankruptcy event of the Company, any default by the Company of its payment obligations under the Revolving
Note or the breach by the Company of any provision of any material agreement between the Company and the noteholder. As of the
date of the Revolving Note, $200,000 was deemed outstanding under the Revolving Note.



On March 23, 2011, the Company completed
a private placement offering to certain investors (“Investors”) pursuant to which the Company sold an aggregate of
286,750 shares of the Company’s common stock resulting in gross proceeds of $28,675 to the Company. The Company intends to
use proceeds of the offering for working capital. The Company has no material relationship with any of the investors participating
in the private placement offering other than in respect of the investment. The Company paid no commissions in connection with the
closing of the private placement offering.

The Company has a long term desire to
become a publicly reporting company in order to have greater access to capital, increase the Company’s valuation, and to
provide future liquidity to its current and future shareholders.

(b) Business of Issuer

DigiPath, Inc. provides the next
generation of affordable, innovative, and reliable digital pathology solutions and advisory services for clients involved within
healthcare industry. Currently, our focus is on digital pathology. Digital pathology image-based information environment enabled
by computer technology that allows for the management of information generated from a digital slide. Digital pathology is enabled
in part by virtual microscopy, which is the practice of converting glass slides into digital
slides that can be viewed, managed, and analyzed. Pathology is the study and diagnosis of disease.

Our current products, PathXL Tutor and
PathXL Simulate, educational web enabled educational tools. PathXL Tutor allows users to effectively create and manage digital
slides and other content, publish online, share and view from anywhere in the world. PathXL Tutor provides on-line virtual microscopy
teaching, educational, CPD and competency exam resources in minutes, significantly enhancing student, trainee and the professional
experience. PathXLTM Simulate supports early stage training for residents in pathology. Trainees can work through real cases
and assess how well they have performed. This approach to training has been completely embraced by numerous laboratories worldwide.

-10-









Our advisory services range the full
breadth of management operations for marketing, product development, sales, outreach, operations, customer service, regulatory,
and financial. Our target clients include manufacturer (hardware and software), distribution and service firms, laboratories (reference,
hospital owned, independent), private pathology practices (associated with hospitals), and centers of excellence.

DigiPath is healthcare technology advisors
focused on improving the care of its clients’ patients.

DigiPath advisory services uses a proprietary
methodology services platform called 6D Focus Methodology. DigiPath provides services for all steps, or teaches the stakeholders
team on how to implement each step. DigiPath tailors advisory services to individual firms’ expertise.

DigiPath advisors use industry standards,
best practices, and reputable products to provide a platform that supports specified stakeholder needs. The 6D Focus Methodology
ensures that our client’s needs are met for currently and in the future.

DigiPath provides the expertise in accelerating
the adoption of digital pathology within a group, organization, or system. DigiPath provides advisory services to the many digital
pathology stakeholders.

DigiPath provides advisory service to a variety
of people, groups, organizations, or systems who affect or can be affected by the implementation of digital pathology. We provide
advisory services to the manufacturer of both hardware and software products related to digital pathology. We assist laboratories,
private pathology practices and centers of excellence (reference, hospital owned, independent) with increasing efficiency and quality
of services.



DigiPath’s advisory services focus on
collaboration with our stakeholders. Consulting is about collaboration. Bringing together the client’s functional expertise
and our process expertise is the secret of assuring a return on investment from DigiPath advisory services. We offers advisory
services throughout the workflow for the difference stakeholders, including marketing, product development, outreach & sales,
operations, customer service, regulatory, and financial services.



Our marketing services include a thorough
domestic and international market review, competitive analysis, pricing and packaging analysis, and strategic partner’s evaluations.

Our product development services include
market research documentation, product research documentation, technical research documentation, quality assurance process &
policy, and quality and International Organization for Standardization (“ISO”) compliance.

We provide outreach and sales services
which include customer relationship management planning, prospect identification, distribution partner evaluation, staffing and
commission assistance, sales process training, and sales operational planning.

Our operation services include workflow
review, analysis and recommendations, change management coaching, information technology integration, standard operating procedure
documentation and training support.

Our customer service advisory services
include institution of strategy for managing our clients’ interaction with customers, clients and sales prospects through
organization, automation and synchronization of business processes.

Plan of Operations

DigiPath plans to provide the next generation
of affordable, innovative, and reliable digital pathology solutions and advisory services.



Results of Operation



Three Months Ended June 30, 2011



For the three months ended June 30, 2011, the
Company had $30,000 of revenues from consulting services. These revenues consisted of advisory service fees from clients. The advisory
services relate to marketing, product development, sales, outreach, and operations. We have not noted any significant trends that
would have a material impact on revenues.



For the three months ended June 30, 2011, the
Company had a net loss of $3,792. For the three months ended June 30, 2011, the Company incurred $29,803 of operating expenses
which comprised of mainly of travel expenses.



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For the period October 5, 2010 to June 30,
2011



For the period October 5, 2010 to June 30,
2011, the Company had $30,000 of revenues from consulting services.



For the period October 5, 2010 to June 30,
2011, the Company had a net loss of $9,154. For the period October 5, 2010 to June 30, 2011, the Company incurred $62,754 of operating
expenses, comprised which comprised of mainly of travel expenses.



Liquidity and Capital Resources



As of June 30, 2011, the Company had assets
equal to $260,507, comprising of cash, accounts receivable and fixed assets. The Company's current liabilities as of June 30, 2011
were $234,986 comprising of accounts payable, accrued expenses, and notes payable.



The following is a summary of the Company's
cash flows provided by (used in) operating, investing, and financing activities for the period October 5, 2010 to June 30, 2011:



For the period October 5, 2010 to June 30,



|                     |  | 2011 |        
|-------------------- |  | ---- | -------
|Operating Activities |  | $    | 13,511 
|Investing Activities |  |      | (5,025)
|Financing Activities |  |      | 228,675
|Net Effect on Cash   |  | $    | 237,161



To the extent the Company does not earn revenues
and keeps continues to incur expenses, the Company is dependent upon the receipt of capital investment or other financing to fund
its ongoing operations and to execute its business plan of. In addition, the Company would be dependent upon certain related parties
to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms,
the Company may not be able to implement its plan of operations. Our financial statements indicate that without additional capital,
there is substantial doubt as to our ability to continue as a going concern.



Going Concern



We currently have no source of operating revenue,
and have only limited working capital with which to pursue our business plan, which contemplates the completion of a business combination
with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination
is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or
sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise
substantial doubt about our ability to continue as a going concern. Our unaudited condensed financial statements for the quarter
ended June 30, 2011 include a "going concern" footnote.



Critical Accounting Policies



The preparation of financial statements and
related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets
and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies
as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which
require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual
results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Accounting Policies"
to the Condensed Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more
significant judgments and estimates used in the preparation of the financial statements.



Recently Issued Accounting Pronouncements
- In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-29, “Business
Combinations (Topic 805): Disclosures of Supplementary Pro Forma Information for Business Combinations” (ASU 2010-29), which
specifies that pro forma disclosures for business combinations are to be reported as if the business combinations that occurred
during the current year had occurred as of the beginning of the comparable prior annual reporting period. The pro forma disclosures
must also include a description of material, nonrecurring pro forma adjustments. ASU 2010-29 is effective for business combinations
with an acquisition date of January 1, 2011 or later. Adoption of the new requirement did not have an effect on the Company’s
financial position, results of operations or cash flows.



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In May 2011, the FASB issued Accounting Standards
Update No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs”. The amendments result in common fair value measurement and disclosure requirements
in U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs), and do not require
additional fair value measurements and are not intended to establish valuation standards or affect valuation practices. The amendments
in this update are effective during interim and annual periods beginning after December 15, 2011. Adoption of the new requirement
is not expected to have an effect on the Company’s financial position, results of operations or cash flow.



In June 2011, the FASB issued Accounting Standards
Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. In this update,
FASB eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders’
equity. The amendments require that all non-owner changes in equity be presented either in a single continuous statement of comprehensive
income or in two separate but consecutive statements. The amendments in this update are effective for fiscal years, and interim
periods within these years, beginning after December 15, 2011. Adoption of the new requirement is not expected to have an
effect on the Company’s financial position, results of operations or cash flow.



Off-Balance Sheet Arrangements



We have not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered
material to investors.



Contractual Obligations



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



-13-







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.



Investors may lose all of their investment
in us.



Investment in us involves a high degree of
risk. Investors may never recoup all or part of or realized any return on their investment. Accordingly, investors may lose all
of their investment and must be prepared to do so.



We will continue to incur the expenses
of complying with public company reporting requirements.



We have an obligation to continue to comply
with the applicable reporting requirements of the Exchange Act even though compliance with such reporting requirements is economically
burdensome.



We may need additional financing the
failure of to raise such financing will have a material adverse effect on our business.



Our cash requirements may vary materially from
those now planned depending on numerous factors, including our ability to obtain the Digital Pathology consulting, finding customers
to use such technology and competition. If are not able to attract and retain customers, we may not have sufficient funds to institute
our business plan. We therefore would need to raise additional funds to finance our capital requirements through new financings
to achieve the level of operations we anticipate. Such financings could include equity financing, which may be dilutive to stockholders,
or debt financing, which would likely restrict our ability to borrow from other sources. In addition, such securities may contain
rights, preferences or privileges senior to those of the rights of our current stockholders. We do not have any commitments for
additional financing. There can be no assurance that additional funds will be available on terms attractive to us, or at all. If
adequate funds are not available, we may be required to curtail our development of the Digital Pathology consulting and/or otherwise
materially reduce our operations. Any inability to raise adequate funds could have a material adverse effect on our business, results
of operation and financial condition.



Our success will, to a large extent,
depend on and experience of our officers and directors.



Our officers and directors will be responsible
for the management and control of the Company. Our success will, to a large extent, depend on the quality of the management provided
by Eric Stoppenhagen, our CEO. Although our officers and directors believe that they have the ability to manage the Company, they
can give no assurance that their efforts will result in success. Stockholders have no right or power to take part in the management
of the Company. Accordingly, no person should purchase any of the Shares offered hereby unless he is willing to entrust all aspects
of the management of the Company to the officers and directors.



If we borrow money to expand our business,
we will face the risks of leverage.



We anticipate that we may in the future incur
debt for financing our growth. Our ability to borrow funds will depend upon a number of factors, including the condition of the
financial markets. The risk of loss in such circumstances is increased because we would be obligated to meet fixed payment obligations
on specified dates regardless of our revenue. If we do not meet our debt service payments when due, we may sustain the loss of
our equity investment in any of our assets securing such debt upon the foreclosure on such debt by a secured lender.



Our common stock is considered a “penny
stock,” any investment in our shares is considered to be a high-risk investment and is subject to restrictions on marketability.



We currently are not on an exchange. We plan
to list on the OTC Bulletin Board. To the extent we are successful, our common stock is considered a “penny stock”
because it is quoted and traded on the OTC Bulletin Board (“OTCBB”) and it trades for less than $5.00 per share. The
OTCBB is generally regarded as a less efficient trading market than the NASDAQ Capital or Global Markets or the New York Stock
Exchange.



-14-







The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to
deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature
and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations
for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements
indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require
that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer 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. These disclosure requirements may have the effect of reducing the trading activity in the secondary
market for our common stock.



Since our common stock will be subject to the
regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations
on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock
in the secondary market in the future.



We have additional securities available
for issuance, including preferred stock, which if issued could adversely affect the rights of the holders of our common stock.



Our articles of incorporation authorize the
issuance of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock. The common stock and preferred stock can
be issued by our board of directors without stockholder approval. Accordingly, our stockholders will be dependent upon the judgment
of our management in connection with the future issuance and sale of shares of our common and preferred stock, in the event that
buyers can be found therefor. Any future issuances of common stock would further dilute the percentage ownership of our Company
held by the public stockholders.



Authorization of 10,000,000 shares of
preferred stock can adversely affect the voting power and other rights of common stock owners.



Our Certificate of Incorporation authorizes
the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time
by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of
the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future.



Indemnification of officers and directors.



The Articles of Incorporation and Bylaws of
the Company contain broad indemnification and liability limiting provisions regarding our officers, directors and employees, including
the limitation of liability for certain violations of fiduciary duties. Stockholders of the Company therefore will have only limited
recourse against the individuals.



Risks Related to the Industry and Our
Operations



Our business venture into the digital
pathology business is subject to a high risk of failure.



Our business venture into the Digital Pathology
consulting is at a very early stage and is subject to a high risk of failure. In order to establish commercial viability, we will
have to acquire a large customer base. There can be no assurances that we will be able to do so.



We are uncertain of our ability to protect
our trade secrets the loss of which would negatively impact our competitive advantage.



We rely on trade secrets, know-how and continuing
knowledge to achieve and thereafter maintain a competitive advantage with respect to the Digital Pathology consulting. Although
we have entered into and we intend to enter into confidentiality and invention agreements with employees, consultants, certain
potential customers and advisors, no assurance can be given that such agreements will be honored or that we will be able to effectively
protect our rights to our unpatented trade secrets and know-how. Moreover, no assurance can be given that others will not independently
develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and know-how.



-15-







Our failure to develop our limited marketing
capabilities would have a material adverse effect on our business.



We have limited marketing capabilities and
resources to expend on marketing the Digital Pathology consulting. In order to achieve market penetration we will have to undertake
significant efforts and expenditures to create awareness of, and demand for, our Digital Pathology consulting and products. Our
ability to penetrate the market and build our customer base will be substantially dependent on our marketing efforts, including
our ability to encourage customers to adopt Digital Pathology. No assurance can be given that we will succeed. Our failure to successfully
develop our marketing capabilities, both internally and through third-party joint ventures, would have a material adverse effect
on our business, operating results and financial condition.



We are dependent on key personnel, the
loss of whose services could materially adversely impact our business and prospects.



Our success in the Digital Pathology consulting
business will be largely dependent upon the efforts of the principals who are developing the Digital Pathology consulting business
and the employees hired by us to assist such principals in developing such customer base. The loss of the services of any of these
individuals could have a material adverse effect on our digital pathology consulting business and prospects. There can be no assurance
that we will be able to retain the services of such individuals in the future. Our success will be dependent upon our ability to
hire and retain qualified technical, research, management, marketing and financial personnel. We will compete with other companies
with greater financial and other resources for such personnel. Although we have not to date experienced difficulty in attracting
qualified personnel, there can be no assurance that it will be able to retain the personnel it hires or acquire additional qualified
personnel as and when needed.



Control by key stockholders limits investors’
ability to participate in our management.



Our largest stockholder, Eric Stoppenhagen,
represents approximately 92% of the voting power of our outstanding capital stock. If the Company sells additional shares will
still have only limited rights to participate in our management.



Our business plan will take a significant
amount of time to implement.



The research and development related to the
Digital Pathology consulting and our business plan will take a significant amount of time to implement. Investors must be prepared
to hold the Shares as a long term investment as the value of the Shares will not increase in value in the short term, if ever.



Absence of cash dividends may affect
the investment value of our common stock.



The Board of Directors has not and does not
anticipate paying cash dividends on the common stock of the Company for the foreseeable future and intends to retain any future
earnings to finance the growth of the Company’s business. Payment of dividends, if any, will depend, among other factors,
on earnings, capital requirements and the general operating and financial conditions of the Company, as well as legal limitations
on the payment of dividends out of paid-in capital.



-16-









Item 3                      Quantitative
and Qualitative Disclosures About Market Risk.



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



Item 4T                      Controls
and Procedures.



Evaluation of Disclosure Controls
and Procedures:  We conducted an evaluation under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures.  The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms.  Disclosure controls and procedures also 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,
or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.  Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2011, that our disclosure controls
and procedures are effective to a reasonable assurance level of achieving such objectives.  However, it should be noted that
the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless
of how remote.

Management's Report on Internal
Control Over Financial Reporting:  Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles.  The internal
controls for the Company are provided by executive management's review and approval of all transactions.  Our internal
control over financial reporting also includes those policies and procedures that:

1. pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2. provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and
expenditures are being made only in accordance with the authorization of our management; and
3. provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements.  Also, 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 assessed the effectiveness
of the Company's internal control over financial reporting as of June 30, 2011.  In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. 
Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the
operational effectiveness of these controls.

Based on this assessment, management
has concluded that as of June 30, 2011, our internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.

This quarterly report does not include
an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. 
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial
Reporting:  There were no changes in our internal control over financial reporting during the quarter ending June
30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-17-







PART II -- OTHER INFORMATION





Item 1. Legal Proceedings.



To the best knowledge of our sole officer and
director, the Company is not a party to any legal proceeding or litigation.



Item 1A. Risk Factors.



As a "smaller reporting company"
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item. See the ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS which identifies and discloses
certain risks and uncertainties including, without limitation, those "Risk Factors".



Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.



On March 23, 2011, the Company completed a
private placement offering to certain investors (“Investors”) pursuant to which the Company sold an aggregate of 286,750
shares of the Company’s common stock resulting in gross proceeds of $28,675 to the Company. The Company intends to use proceeds
of the offering for working capital. The Company has no material relationship with any of the investors participating in the private
placement offering other than in respect to the investment. The Company paid no commissions in connection with the closing
of the private placement offering.



Item 3. Defaults Upon Senior Securities.



None.



Item 5. Other Information.



None.











|ITEM 6. |  | Exhibits
|------- |  | --------
|        |  | 31      
|        |  |         
|        |  | 32      
|        |  |         



-18-









SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      | DIGIPATH, INC.                            | 
|--------------------- | ----------------------------------------- | 
|                      |                                           | 
|                      |                                           | 
|Date: August 15, 2011 | /s/   ERIC STOPPENHAGEN                   | 
|                      | Name: Eric Stoppenhagen                   | 
|                      | Title:  President, Secretary and Director | 



-19-







EXHIBIT INDEX





|Exhibit |  | Description                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                             
|31      |  | Certification of President pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                            
|        |  |                                                                                                                                                                                             
|32      |  | Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











-20-