What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2020-12-17 compared with 2019-12-16 · 518 added, 643 removed, 128 unchanged (90% of the section changed)

16 unchanged sentences

may differ substantially from those discussed in these forward-looking statements.

Risks Related to Our Business

We lack an established

operating history and have incurred

losses in prior periods, expect to incur losses in the

future and we can give no assurance that our operations will

result in profits.

a limited operating history that makes

it difficult to evaluate our business.

Historical sales pertaining to our System

have been in low volume, and we

cannot say with certainty

when we will begin to achieve profitability.

We have not sold any of our Gasifiers.

inception, we have sustained $93,056,463

in cumulative net losses and

loss for the year ended September 30,

2019 of $26,116,932.

We expect to have operating losses at least until

such time as we have

developed a substantial and stable

revenue base.

We cannot assure you that we

can develop a substantial and stable

revenue base or achieve or sustain

profitability on a quarterly or annual

basis in the future.

we have obtained sufficient funding for the

foreseeable future, if we do not obtain increased

revenues in 2020, we may have to seek additional financing or scale back or

cease our activities , which may significantly

harm our chances of success.

we currently operate at a loss,

we are dependent on generating additional

revenue in the coming year.

financing in 2019 was from the

issuance of convertible notes along with

some funding from the sale of

our common stock and related party advances.

We obtained approximately $15,000,000 in connection

with the sale of two secured

convertible promissory notes.

While this financing is expected to carry us

through 2020, we need to generate

cashflows from revenues totaling $2,000,000 to $4,000,000 to support our current

operations or we may need a similar

amount in additional financing in 2021.

explained in this annual report, these

cashflows are needed to increase our sales and marketing efforts, for continued upgrades

to our software, and for working

Related to Our Business

Our business may be subject to risks

arising from pandemic, epidemic, or an outbreak of diseases, such as the recent outbreak of the COVID-19 illness.

The recent outbreak of the novel strain

of coronavirus, or COVID-19, which has been declared by the World Health Organization to be a “public health emergency of

international concern,” has spread across the globe and is impacting worldwide economic activity.

A public health pandemic,

including COVID-19, poses the risk that we or our employees,

contractors, suppliers, and other partners

may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested

or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that COVID-19 could have

on our business, the continued spread of COVID-19 and the measures taken by the governments of countries affected could disrupt

the supply chain and adversely impact our business, financial condition or results of operations.

The COVID-19 outbreak and mitigation

measures may also have an adverse impact on global economic conditions which could have an adverse effect on our business and financial

The extent to which the COVID-19 outbreak impacts our results will depend on future developments that are highly uncertain

and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain

We lack an established operating history and

have incurred losses in prior periods, expect to incur losses

in the future and we can give no assurance that

our operations will result in profits.

We have a limited operating history

that makes it difficult to evaluate our business.

Historical sales pertaining to our products have been in insufficient to create

positive cashflows or profitability, and we cannot say with certainty when we will begin to achieve profitability.

Since inception, we have sustained

$116,402,606 in cumulative net losses and we had a net loss for the fiscal year September 30, 2020 of $23,346,143.

have operating losses at least until such time as we have developed a substantial and stable revenue base.

We cannot assure you

that we can develop a substantial and stable revenue base or achieve or sustain profitability on a quarterly or annual basis in

Our future success is difficult

1 unchanged sentence

and unpredictable cycles.

The renewable

energy, microgrid and related industries

are emerging and evolving

markets which may make

it difficult to evaluate our future

prospects and which may

The renewable energy, microgrid and

related industries are emerging and evolving markets which may make it difficult to evaluate our future prospects and which may

lead to period to period variability in our operating results.

Our products and services are based

on unique technology which we believe

offers significant advantages to our customers, but the

markets we serve are in a relatively

early stage of development and

it is uncertain how rapidly they will

It is also uncertain whether

our products will achieve high levels

of demand and acceptance as these

markets grow.

If companies in the industries

we serve do not perceive or value

the benefits of our technologies and products,

or if they are unwilling to adopt our

products as alternatives to traditional power

solutions, the market for our products and services

may not develop or may develop more slowly

than we expect, which could significantly

and adversely impact our operating

a supplier to the renewable energy, microgrid

and related industries, we

may be subject to business cycles.

timing, length, and

volatility of these business cycles may

be difficult to predict.

These industries

may be cyclical due to sudden changes

in customers’

manufacturing capacity

requirements and spending,

which depend in part on capacity utilization,

demand for customers’

products, inventory

levels relative to demand, and access

to affordable capital.

These changes may affect the timing

and amounts of customers’

purchases and investments in technology,

and affect our orders, net

sales, operating expenses, and

In addition, we may

not be able to respond adequately or quickly to the

declines in demand by reducing our

rapidly changing demand in each of the

industries we serve, we

must effectively manage our resources

and production capacity.

During periods

of decreasing demand for our products, we must

be able to appropriately align our cost structure

with prevailing market conditions, effectively

manage our supply chain, and

motivate and retain key

During periods of increasing

demand, we must have sufficient inventory

to fulfill customer orders, effectively

manage our supply chain, and

attract, retain, and motivate

a sufficient number of qualified individuals.

If we are not able to timely and

appropriately adapt to changes in our business

environment or to accurately assess where

we are positioned within a business

cycle, our business, financial condition, or results

of operations may be materially and

adversely affected.

Our products and services are based on unique technology which we

believe offers significant advantages to our customers, but the markets we serve are in a relatively early stage of development

and it is uncertain how rapidly they will develop.

It is also uncertain whether our products will achieve high levels of demand

and acceptance as these markets grow.

If companies in the industries we serve do not perceive or value the benefits of our technologies

and products, or if they are unwilling to adopt our products as alternatives to traditional power solutions, the market for our

products and services may not develop or may develop more slowly than we expect, which could significantly and adversely impact

our operating results.

As a supplier to the renewable energy,

microgrid and related industries, we may be subject to business cycles.

The timing, length, and volatility of these business cycles

may be difficult to predict.

These industries may be cyclical due to sudden changes in customers’ manufacturing capacity

requirements and spending, which depend in part on capacity utilization, demand for customers’ products, inventory levels

relative to demand, and access to affordable capital.

These changes may affect the timing and amounts of customers’ purchases

and investments in technology, and affect our orders, net sales, operating expenses, and net income.

In addition, we may not be

able to respond adequately or quickly to the declines in demand by reducing our costs.

To meet rapidly changing demand in

each of the industries we serve, we must effectively manage our resources and production capacity.

During periods of decreasing

demand for our products, we must be able to appropriately align our cost structure with prevailing market conditions, effectively

manage our supply chain, and motivate and retain key employees.

During periods of increasing demand, we must have sufficient inventory

to fulfill customer orders, effectively manage our supply chain, and attract, retain, and motivate a sufficient number of qualified

If we are not able to timely and appropriately adapt to changes in our business environment or to accurately assess

where we are positioned within a business cycle, our business, financial condition, or results of operations may be materially

and adversely affected.

The industries in which we compete

are highly competitive and we may be unable to successfully compete to survive.

in the market for renewable energy products

and microgrid technology and

associated services that is intensely

Evolving industry standards, rapid price changes and

product obsolescence also impact the market.

Our competitors include many

domestic and foreign

companies, most of which have substantially

greater financial, marketing, personnel

and other resources than we

Our current competitors or new market

entrants could introduce new or

enhanced technologies, products or services

with features that render our technologies,

products or services obsolete, less competitive

or less marketable.

Our success will be

dependent upon our ability to develop products that

are superior to existing products and

products introduced in the future, and

which are cost effective.

we may be required to continually

enhance any products that are developed

as well as introduce new

products that keep pace with technological

change and address the increasingly sophisticated

needs of the marketplace.

Even if our current

technologies prove to be commercially feasible, there is extensive

research and development being

conducted on alternative energy sources

that may render our technologies and

protocols obsolete or otherwise non-competitive.

There can be no assurance

that we will be able to keep pace with

the technological demands of the marketplace

or successfully develop products that

will succeed in the

As a small company, we will

be at a competitive disadvantage to most

of our competitors, which include

larger, established companies that have substantially greater financial, technical, manufacturing,

marketing, distribution and other

resources than us.

There can be no assurance

that we will have the capital resources

available to undertake the research that

may be necessary to upgrade our equipment

or develop new devices to meet the efficiencies

of changing technologies.

We compete in the market for renewable

energy products and microgrid technology and associated services that is intensely competitive.

Evolving industry standards, rapid

price changes and product obsolescence also impact the market.

Our competitors include many domestic and foreign companies, most

of which have substantially greater financial, marketing, personnel and other resources than we do.

Our current competitors or

new market entrants could introduce new or enhanced technologies, products or services with features that render our technologies,

products or services obsolete, less competitive or less marketable.

Our success will be dependent upon our ability to develop products

that are superior to existing products and products introduced in the future, and which are cost effective.

In addition, we may

be required to continually enhance any products that are developed as well as introduce new products that keep pace with technological

change and address the increasingly sophisticated needs of the marketplace.

Even if our current technologies prove to be commercially

feasible, there is extensive research and development being conducted on alternative energy sources that may render our technologies

and protocols obsolete or otherwise non-competitive.

There can be no assurance that we will

be able to keep pace with the technological demands of the marketplace or successfully develop products that will succeed in the

As a small company, we will be at a competitive disadvantage to most of our competitors, which include larger, established

companies that have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than

There can be no assurance that we will have the capital resources available to undertake the research that may be necessary

to upgrade our equipment or develop new devices to meet the efficiencies of changing technologies.

Our inability to adapt to technological

change could have a materially adverse

effect on our results of operations.

To date we have had thirty-four

customers for our Microgrid services, System, and Construction Contracts and none for our Gasifiers and we cannot assure you that

our customer base will increase.

revenue from twenty customers in

our fiscal year ended September 30, 2019.

assure you that our customer base will

expand or that any

decline in net revenue

attributable to customer losses will be

replaced in a timely manner.

to commercialize our products and services

and increase our customer

base, our business will fail.

Product development is an inherently

uncertain process, and we may encounter unanticipated development challenges

and may not be able to meet our product development and commercialization milestones.

Product development

and testing may be subject to unanticipated

and significant delays, expenses and

technical or other problems.

cannot guarantee that we will successfully

achieve our milestones within our

planned timeframe or ever.

prototypes of planned products prior to the

full commercialization of these products.

predict whether prototypes of future products

will achieve results consistent with

our expectations.

A prototype could cost significantly

more than expected or the prototype design

and construction process could

uncover problems that are not consistent

with our expectations.

Prototypes of emerging

products are a material part of our business

plan, and if they are not proven to be

successful, our business and

prospects could be harmed.

More generally,

the commercialization of our products may also be adversely

affected by many factors not within our

control, including:

§ the willingness of market participants to

try a new product and the perceptions of these market participants of the safety, reliability, functionality and cost effectiveness

of our products;

§ the emergence of newer, possibly more effective

technologies;

§ the future cost and availability of the raw

materials and components needed to manufacture and use our products;

§ the adoption of new regulatory or industry

standards that may adversely affect the use or cost of our products.

Accordingly, we

cannot predict that our products

will be accepted on a scale sufficient to

support development of mass markets for

We rely on patents and proprietary

rights to protect our technology, and

enforcing those rights could disrupt our

business operation and divert precious resources

that could ultimately harm our future

We rely on a combination

of trade secrets, confidentiality agreements and

procedures and patents to protect

our proprietary technologies.

In relation to our microgrid

business, we own the following patents:

9,941,696 B2 "Establishing

Communication and Power

Sharing Links Between Components of

a Distributed Energy System, awarded

April 10, 2018, The patent covers CleanSpark's

ability to receive data from a plurality

of sources within a microgrid, which

is then analyzed to forecast power needs

across the microgrid, or a combination of

multiple 'fractal' microgrids, and then

determining whether or when to

share power with the

requesting module.

patent numbers 8,518,133 and

8,105,401 ‘Parallel Path, Downdraft

Gasifier Apparatus and Method'’

and patent number 9,359,567 ‘Gasification

Method Using Feedstock Comprising

Gaseous Fuel’–

which covers our Gasifier

change could have a materially adverse effect on our results of operations.

rely on patents and proprietary rights to protect our technology and enforcing those rights could disrupt our business operation

and divert precious resources that could ultimately harm our future

We rely on a combination of trade secrets,

confidentiality agreements and procedures and patents to protect our proprietary technologies.

In relation to our microgrid business,

we own the following patents:

9,941,696 B2 and patent number 10,658,839 "Establishing Communication and Power Sharing

Links Between Components of a Distributed Energy System, awarded April 10, 2018, The patent covers CleanSpark's ability to receive

data from a plurality of sources within a microgrid, which is then analyzed to forecast power needs across the microgrid, or a

combination of multiple 'fractal' microgrids, and then determining whether or when to share power with the requesting module.

We also own patent numbers 8,518,133

and 8,105,401 ‘Parallel Path, Downdraft Gasifier Apparatus and Method'’ and patent number 9,359,567 ‘Gasification

Method Using Feedstock Comprising Gaseous Fuel’– which covers our Gasifier technology.

We also own patent number 8,342,829

8,342,829 entitled ‘Electrolytic Reactor and

Related Methods for Supplementing the

Air Intake of an Internal Combustion Engine.’

contained in any patent may not

provide adequate protection for our products and technology.

In the absence of patent protection,

we may be vulnerable

to competitors who attempt

to copy our products or gain access to our trade secrets and

In addition, the laws

of foreign countries may not protect our proprietary rights

to this technology to the same extent

as the laws of the

arises concerning our technology, we

could become involved in litigation that

might involve substantial cost.

Litigation could divert substantial

management attention away from

our operations and into efforts to enforce

our patents, protect our trade secrets or know-how

or determine the scope of the proprietary

rights of others.

If a proceeding resulted

in adverse findings, we could be

subject to significant liabilities to third

We might also be required to seek licenses

from third parties to manufacture or sell

our products.

Our ability to manufacture and

sell our products may also be adversely

affected by other unforeseen factors relating

to the proceeding or its outcome.

As we continue to grow and to

develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging infringement

of intellectual property rights.

Some of our competitors

may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater

entitled ‘Electrolytic Reactor and Related Methods for Supplementing the Air Intake of an Internal Combustion Engine.’

The claims contained in any patent

may not provide adequate protection for our products and technology.

In the absence of patent protection, we may be vulnerable

to competitors who attempt to copy our products or gain access to our trade secrets and know-how.

In addition, the laws of foreign

countries may not protect our proprietary rights to this technology to the same extent as the laws of the U.S.

If a dispute arises concerning our

technology, we could become involved in litigation that might involve substantial cost.

Litigation could divert substantial management

attention away from our operations and into efforts to enforce our patents, protect our trade secrets or know-how or determine

the scope of the proprietary rights of others.

If a proceeding resulted in adverse findings, we could be subject to significant

liabilities to third parties.

We might also be required to seek licenses from third parties to manufacture or sell our products.

Our ability to manufacture and sell our products may also be adversely affected by other unforeseen factors relating to the proceeding

or its outcome.

As we continue

to grow and to develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging

infringement of intellectual property rights.

Some of our competitors may be able

to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources.

If we do not prevail in this type of litigation, we may be required to:

pay monetary damages;

stop commercial activities

relating to our product;

obtain one or more licenses in order to secure the rights to continue manufacturing or marketing certain

stop commercial activities relating

to our product;

obtain one or more licenses in order to secure the rights to continue manufacturing or marketing certain products;

or attempt to compete in the market with substantially similar products.

Uncertainties resulting from the initiation

and continuation of any litigation could limit our ability to continue some of our operations.

Uncertainties resulting from the initiation and continuation

of any litigation could limit our ability to continue some of our operations.

A material part of our success

will depend on our ability to manage our suppliers and contract manufacturers.

Our failure to manage our suppliers and contract manufacturers

could materially and adversely affect our results of operations and relations

with our customers.

We rely upon suppliers

to provide the components necessary to build

our products and on contract manufacturers

to procure components and assemble

our products.

There can be no assurance that key

suppliers and contract manufacturers

will provide components or products in

a timely and cost efficient

manner or otherwise meet our needs

and expectations.

Our ability to manage

such relationships and timely

replace suppliers and contract

manufacturers, if necessary, is critical

to our success.

Our failure to timely

replace our contract manufacturers and

suppliers, should that become necessary, could materially

and adversely affect our results

of operations and relations with

our customers.

If we are the subject of future

product defect or liability suits, our business will likely fail.

course of our planned operations,

we may become subject to legal

actions based on a claim that our products are defective

in workmanship or have caused personal

or other injuries.

We currently maintain liability

insurance but there can be no guarantee

that such coverage may not be adequate to cover all potential claims.

even if we are able to maintain sufficient insurance

coverage in the future, any successful

claim could significantly harm our business,

financial condition and results

of operations.

We may be exposed to lawsuits

and other claims if our products malfunction, which could increase our expenses, harm our reputation and prevent us from growing

our business.

liability for damages resulting from malfunctions

of our products could be substantial, increase our expenses

and prevent us from growing

or continuing our business.

customers may rely on our products for critical needs and

a malfunction of our products could result

in warranty claims or other product liability.

In addition, a well-publicized actual or perceived problem could adversely

affect the market’s perception of our products.

This could result in

a decline in demand for our products,

which would reduce revenue and

harm our business.

Further, since our products are used

in systems that are made

up on components made by other manufacturers,

we may be subject to product liability

claims even if our products do not malfunction.

Our failure to manage our suppliers and contract

manufacturers could materially and adversely affect our results of operations and relations with our customers.

We rely upon suppliers to provide the

components necessary to build our products and on contract manufacturers to procure components and assemble our products.

can be no assurance that key suppliers and contract manufacturers will provide components or products in a timely and cost efficient

manner or otherwise meet our needs and expectations.

Our ability to manage such relationships and timely replace suppliers and

contract manufacturers, if necessary, is critical to our success.

Our failure to timely replace our contract manufacturers and

suppliers, should that become necessary, could materially and adversely affect our results of operations and relations with our

If we are the subject

of future product defect or liability suits, our business will likely fail.

In the course of our

planned operations, we may become subject to legal actions based on a claim that our products are defective in workmanship or have

caused personal or other injuries.

We currently maintain liability insurance but there can be no guarantee that such coverage may

not be adequate to cover all potential claims.

Moreover, even if we are able to maintain sufficient insurance coverage in the future,

any successful claim could significantly harm our business, financial condition and results of operations.

We may be exposed to

lawsuits and other claims if our products malfunction, which could increase our expenses, harm our reputation and prevent us from

growing our business.

Any liability for damages resulting

from malfunctions of our products could be substantial, increase our expenses and prevent us from growing or continuing our business.

Potential customers may rely on our products for critical needs and a malfunction of our products could result in warranty claims

or other product liability.

In addition, a well-publicized actual or perceived problem could adversely affect the market’s

perception of our products.

This could result in a decline in demand for our products, which would reduce revenue and harm our

Further, since our products are used in systems that are made up on components made by other manufacturers, we may be

subject to product liability claims even if our products do not malfunction.

Any failure by management to

properly manage growth could have a material adverse effect on our business, operating results, and financial condition.

If our business

develops as expected, we anticipate that

we will grow rapidly in the near

Our failure to properly manage our

expected rapid growth could have a material

adverse effect on our ability to

retain key personnel.

Our expansion could

also place significant demands on our management,

operations, systems, accounting, internal

controls and financial resources.

we experience difficulties in any

of these areas, we may

not be able to expand our business successfully

or effectively manage our growth.

Any failure by management to manage

growth and to respond to changes

in our business could have a material

adverse effect on our business, financial

condition and results of operations.

If our business develops as expected,

we anticipate that we will grow rapidly in the near future.

Our failure to properly manage our expected rapid growth could have

a material adverse effect on our ability to retain key personnel.

Our expansion could also place significant demands on our management,

operations, systems, accounting, internal controls and financial resources.

If we experience difficulties in any of these areas,

we may not be able to expand our business successfully or effectively manage our growth.

Any failure by management to manage growth

and to respond to changes in our business could have a material adverse effect on our business, financial condition and results

of operations.

The lack of management experience

in the renewable energy and microgrid industries could adversely affect our company.

members of management and the

board of directors may not have prior

experience in the energy industry.

do, however, have extensive work experience in the

reclamation, environmental industries, energy industries, financial/accounting industries, and

business management.

experience in the alternative energy industry

may impair our managements’

directors’

ability to evaluate and

make decisions involving our current

operations and any future projects

we may undertake in the

alternative energy industry.

Such impairment and

lack of experience could adversely affect

our business, financial condition and

future operations.

If we are unable to attract

and retain a sufficient number of skilled experts and workers our ability to pursue projects may be adversely affected and our

costs may increase.

rate of growth will be confined

by resource limitations as competitors

and customers compete for increasingly

scarce resources.

We believe that our

success depends upon our ability to attract,

develop and retain a sufficient number

of affordable trained experts that can

execute our operational strategy.

demand for trained software engineers, electrical

engineers and other skilled workers is

currently high.

If we are unable

to attract and retain a sufficient number

of skilled personnel, our ability to

pursue projects may be adversely

affected and the costs of performing

our existing and future

projects may increase, which may

adversely impact our margins.

We have engaged in and may engage

in acquisitions that could disrupt our business, cause dilution to our stockholders and reduce our financial resources.

have been involved in significant acquisitions in our lifespan.

In the future, we may enter into transactions to acquire other

businesses, products or technologies.

If we do identify suitable candidates, we may not be able to make such acquisitions on favorable

terms or at all.

Any acquisitions we have made or plan to make may not strengthen our competitive position, and these transactions

may be viewed negatively by customers or investors.

We have and may decide in the future to incur debt in connection with an acquisition

or issue our common stock or other securities to the stockholders of the acquired company, which would reduce the percentage ownership

of our existing stockholders.

We could incur losses resulting from undiscovered liabilities of the acquired business that are not

covered by the indemnification we may obtain from the seller.

In addition, we may not be able to successfully integrate the acquired

personnel, technologies and operations into our existing business in an effective, timely and non-disruptive manner.

may also divert management from day-to-day responsibilities, increase our expenses and reduce our cash available for operations

and other uses.

We cannot predict the number, timing or size of future acquisitions or the effect that the acquisition we have

engaged in or any such future transactions might have on our operating results.

Our business is substantially

dependent on utility rate structures and government incentive programs that encourage the use of alternative energy sources.

reduction or elimination of government subsidies and economic incentives for energy-related technologies would harm our business.

that near-term growth of energy-related technologies, including power conversion technology,

relies partly on the availability and

size of government and economic

incentives and grants (including, but

not limited to, the U.S.

Tax Credit and various state and

local incentive programs).

These incentive

programs could be challenged by utility

companies, or for other reasons found

to be unconstitutional, and/or could be reduced or discontinued

for other reasons.

The reduction, elimination,

or expiration of government subsidies

and economic incentives could harm

our business.

A combination

of utility rate structures and

government subsidies that encourage the use of alternative

energy sources is a primary driver of demand

for our products.

For example, public utilities

are often allowed to collect demand charges

on commercial and industrial

customers in addition to traditional usage charges.

In addition, the

federal government and many

states encourage the use of alternative

energy sources through a combination

of direct subsidies and tariff

incentives such as net metering for

users that use alternative energy sources such

as solar power.

California also encourages

alternative energy technology through its Self-Generation Incentive Program, or

SGIP, which offers rebates for businesses

and consumers who

adopt certain new technologies.

states have similar incentives and mandates

which encourage the adoption of

alternative energy sources.

Notwithstanding the adoption of other incentive

programs, we expect that California will

be the most significant market for the

sale of our products in the near term.

California or another state in which we

derive a substantial portion of

our product revenues in the future change its

utility rate structure or eliminate

or significantly reduce its incentive

programs, demand for our products could be substantially affected, which

would adversely affect our business prospects,

financial condition and operating results.

Acquisitions could disrupt our

operations and harm our operating results.

We may seek additional opportunities

to expand our product offerings or the markets we serve by acquiring other companies, product lines, technologies and personnel.

Acquisitions involve numerous risks, including the following:

§ difficulties integrating the operations, technologies, products,

and personnel of an acquired company or being subjected to liability for the target’s pre–acquisition activities or

Some members of management and the

board of directors may not have prior experience in the energy industry.

Some members do, however, have extensive work experience

in the reclamation, environmental industries, energy industries, financial/accounting industries, and business management.

lack of experience in the alternative energy industry may impair our managements’ and directors’ ability to evaluate

and make decisions involving our current operations and any future projects we may undertake in the alternative energy industry.

Such impairment and lack of experience could adversely affect our business, financial condition and future operations.

If we are unable to attract and

retain a sufficient number of skilled experts and workers our ability to pursue projects may be adversely affected and our costs

may increase.

Our rate of growth will be confined

by resource limitations as competitors and customers compete for increasingly scarce resources.

We believe that our success depends

upon our ability to attract, develop and retain a sufficient number of affordable trained experts that can execute our operational

The demand for trained software engineers, electrical engineers and other skilled workers is currently high.

unable to attract and retain a sufficient number of skilled personnel, our ability to pursue projects may be adversely affected

and the costs of performing our existing and future projects may increase, which may adversely impact our margins.

We have engaged

in and may engage in acquisitions that could disrupt our business, cause dilution to our stockholders, reduce our financial resources

and harm our operating results.

We have been involved in significant

acquisitions in our lifespan.

In the future, we may seek additional opportunities to expand our product offerings or the markets

we serve by acquiring other companies, product lines, technologies and personnel.

Acquisitions involve numerous risks,

including the following:

o difficulties integrating the operations, technologies, products,

and personnel of an acquired company or being subjected to liability for the target’s pre–acquisition activities or

operations as a successor in interest;

§ diversion of management’s attention from normal daily operations

o diversion of management’s attention from normal daily operations

of the business;

§ potential difficulties completing projects associated with in–process

o potential difficulties completing projects associated with in–process

research and development;

§ difficulties entering markets in which we have no or limited prior

o difficulties entering markets in which we have no or limited prior

experience, especially when competitors in such markets have stronger market positions;

§ initial dependence on unfamiliar supply chains or relatively small

o initial dependence on unfamiliar supply chains or relatively small

supply partners;

§ insufficient revenues to offset increased expenses associated with

o insufficient revenues to offset increased expenses associated with

acquisitions;

§ the potential loss of key employees of the acquired companies;

§ the potential for recording goodwill and intangible assets that later

o the potential loss of key employees of the acquired companies;

o the potential for recording goodwill and intangible assets that later

can be subject to impairment.

· Acquisitions may also cause us to:

§ issue common stock that would dilute our current shareholders’

o issue common stock that would dilute our current shareholders’

percentage ownership;

§ assume or otherwise be subject to liabilities of an acquired company;

§ record goodwill and non–amortizable intangible assets that

o assume or otherwise be subject to liabilities of an acquired company;

o record goodwill and non–amortizable intangible assets that

will be subject to impairment testing on a regular basis and potential periodic impairment charges;

§ incur amortization expenses related to certain intangible assets;

§ incur large acquisition and integration costs, immediate write–offs,

o incur amortization expenses related to certain intangible assets;

o incur large acquisition and integration costs, immediate write–offs,

and restructuring and other related expenses;

§ become subject to litigation.

Mergers and acquisitions are inherently risky.

can be given that our acquisitions will be successful.

Further, no assurance can be given that an acquisition will not adversely

affect our business, operating results, or financial condition.

Failure to manage and successfully integrate an acquisition could

harm our business and operating results in a material way.

Even when an acquired

company has already developed and marketed products, there can be no assurance that enhancements to those products will be made

in a timely manner or that pre–acquisition due diligence will identify all possible issues that might arise with respect

to such products or the acquired business.

o become subject to litigation.

Mergers and acquisitions are inherently

No assurance can be given that our acquisitions will be successful.

Further, no assurance can be given that an acquisition

will not adversely affect our business, operating results, or financial condition.

Failure to manage and successfully integrate

an acquisition could harm our business and operating results in a material way.

Even when an acquired company has already developed

and marketed products, there can be no assurance that enhancements to those products will be made in a timely manner or that pre–acquisition

due diligence will identify all possible issues that might arise with respect to such products or the acquired business.

Our business is substantially

dependent on utility rate structures and government incentive programs that encourage the use of alternative energy sources.

reduction or elimination of government subsidies and economic incentives for energy-related technologies would harm our business.

We believe that near-term growth of

energy-related technologies, including power conversion technology, relies partly on the availability and size of government and

economic incentives and grants (including, but not limited to, the U.S.

Investment Tax Credit and various state and local incentive

These incentive programs could be challenged by utility companies, or for other reasons found to be unconstitutional,

and/or could be reduced or discontinued for other reasons.

The reduction, elimination, or expiration of government subsidies and

economic incentives could harm our business.

A combination of utility rate structures

and government subsidies that encourage the use of alternative energy sources is a primary driver of demand for our products.

example, public utilities are often allowed to collect demand charges on commercial and industrial customers in addition to traditional

usage charges.

In addition, the federal government and many states encourage the use of alternative energy sources through a combination

of direct subsidies and tariff incentives such as net metering for users that use alternative energy sources such as solar power.

California also encourages alternative energy technology through its Self-Generation Incentive Program, or SGIP, which offers rebates

for businesses and consumers who adopt certain new technologies.

Other states have similar incentives and mandates which encourage

the adoption of alternative energy sources.

Notwithstanding the adoption of other incentive programs, we expect that California

will be the most significant market for the sale of our products in the near term.

Should California or another state in which

we derive a substantial portion of our product revenues in the future change its utility rate structure or eliminate or significantly

reduce its incentive programs, demand for our products could be substantially affected, which would adversely affect our business

prospects, financial condition and operating results.

we have obtained sufficient funding for the

foreseeable future, if we do not obtain increased

revenues in 2021 and beyond, we may have to seek additional financing or scale

back or cease our activities , which may

significantly harm our chances of success.

we currently operate at a loss, we are dependent on generating additional revenue.

The majority of our financing in 2020 was from

the sale of our common stock.

Subsequently, on October 9, 2020 we obtained approximately $40,000,000 before underwriting and offering

expenses in connection with an underwritten public offering.

While this financing is expected to carry us through 2021 and beyond,

we need to generate cashflows from revenues.

As explained in this annual report, these cashflows are needed to increase our sales

and marketing efforts, for continued upgrades to our software, and for working capital.

believe that near-term growth of energy-related technologies, including power conversion technology, relies partly on the availability

and size of government and economic incentives and grants (including, but not limited to, the U.S.

Investment Tax Credit and various

state and local incentive programs).

These incentive programs could be challenged by utility companies, or for other reasons found

to be unconstitutional, and/or could be reduced or discontinued for other reasons.

The reduction, elimination, or expiration of

government subsidies and economic incentives could harm our business.

Risks Related to Our Securities

If a market for our common stock

does not develop, shareholders may be unable to sell their shares.

common stock is quoted under the symbol “CLSK”

on the OTCQB operated by OTC Markets

Group, Inc., an electronic inter-dealer quotation medium

for equity securities.

Our market currently has limited liquidity and

trading activity .

There can be no assurance that our trading

market liquidity will increase of that it will be sustained

at its current levels .

securities are somewhat thinly traded.

it may be difficult to sell shares

of our common stock without significantly

depressing the value of the stock.

are successful in developing continued

investor interest in our stock, sales of our stock could continue

to result in major fluctuations in

the price of the stock.

Our common stock price may be

volatile and could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our

common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which

are beyond our control, including:

§ technological innovations or new products

and services by us or our competitors;

§ government regulation of our products and

§ the establishment of partnerships with other

technology companies;

Our common stock price may be volatile and could fluctuate

widely in price, which could result in substantial losses for investors.

The market price of our common stock

is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our

control, including:

technological innovations or new products and services by us or our competitors;

government regulation of our products and services;

the establishment of partnerships with other technology companies;

intellectual property disputes;

1 unchanged sentence

sales of our common stock

§ our ability to integrate operations, technology,

products and services;

our ability to integrate operations, technology, products and services;

our ability to execute our business plan;

3 unchanged sentences

economic and other external factors;

§ period-to-period fluctuations in our financial

Because we have limited

revenues to date, you should consider any one of these factors to be material.

Our stock price may fluctuate widely as a result

of any of the above.

period-to-period fluctuations in our financial results.

Because we have limited revenues to

date, you should consider any one of these factors to be material.

Our stock price may fluctuate widely as a result of any of the

In addition, the

12 unchanged sentences

to issue 10,000,000 shares of

“blank check”

preferred stock, with

“blank check” preferred stock, with

such rights, preferences and privileges

12 unchanged sentences

in this annual report.

We are also authorized to issue 100,000 shares of

our Series B preferred stock, the features of which are contained elsewhere in this annual report.

of shares of preferred stock, depending

8 unchanged sentences

per share of the common stock .

we are offering.

The preferred stock could

also be utilized, under certain circumstances,

The preferred stock could also be utilized, under certain circumstances,

as a method for raising additional capital

9 unchanged sentences

all of our earnings, to the extent

we have earnings, in order to

market our products and to cover operating

costs and to otherwise become

and remain competitive.

plan to pay any cash dividends with

respect to our securities in the foreseeable

We cannot assure

you that we would,

at any time, generate sufficient surplus

cash that would be available

for distribution to the holders

of our common stock as a dividend.

you should not expect to receive

cash dividends on our common stock.

we have earnings, in order to market

our products and to cover operating costs and

to otherwise become and

remain competitive.

We do not plan to pay any

cash dividends with respect to

our securities in the foreseeable future.

We cannot assure you

that we would, at any

time, generate sufficient surplus cash that

would be available for distribution

to the holders of our common stock

as a dividend.

Therefore, you should

not expect to receive cash dividends

on our common stock.

If securities

or industry analysts do not publish

or do not continue to publish research

or reports about our business, or if they issue

or industry analysts do not publish or

do not continue to publish research or

reports about our business, or if they issue

an adverse or misleading opinion regarding our stock, our stock price and trading

12 unchanged sentences

cause our stock price or trading volume

Because may be subject to the

“Penny Stock”

rules, the level of trading activity in our stock may be reduced.

The Securities

and Exchange Commission

has adopted regulations which

generally define "penny stock"

to be any listed, trading equity security

that has a market price less than

$5.00 per share or an exercise price

of less than $5.00 per share, subject

to certain exemptions.

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

risks in the penny stock market.

broker-dealer must also 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

monthly account statements showing

the market value of each penny stock

held in the customer’s account.

In addition, the penny stock rules generally

require that prior to a transaction in

a penny stock, the broker-dealer 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

These disclosure requirements may have the effect of reducing

the level of trading activity in the

secondary market for a stock that becomes

subject to the penny stock rules which

may increase the difficulty Purchasers may experience in attempting

to liquidate such securities.

Provisions in the Nevada Revised

Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers

for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such

Provisions in the Nevada Revised Statutes and our

Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations

of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or

3 unchanged sentences

not individually liable to the company or its shareholders or creditors for any damages as a result of any act or failure to act

in his or her capacity as a director or officer unless it is proven that (1) the director’s or officer’s act or failure

to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties

3 unchanged sentences

of care by a director or officer.

Accordingly, you may be unable to prevail in a legal action against our directors or officers

even if they have breached their fiduciary duty of care.

In addition, our Bylaws allow us to indemnify our directors and officers

from and against any and all costs, charges and expenses resulting from their acting in such capacities with us.

This means that

if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses

they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.

Accordingly, our

indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition,

results of operations and cash flows, and adversely affect prevailing market prices for our common stock.

you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty

In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and

expenses resulting from their acting in such capacities with us.

This means that if you were able to enforce an action against

our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and

any judgment or settlement they otherwise would be required to pay.

Accordingly, our indemnification obligations could divert needed

financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely

affect prevailing market prices for our common stock.

Risks Related to Our ATL Data Centers

On December 9, 2020, we acquired ATL

Data Centers LLC (“ATL”) that, in addition to being a traditional data center operation, operates, currently, 3,471

bitcoin mining units (“ASICs”), with the Company’s intent to significantly increase that number.

Government regulation

of blockchain and cryptocurrency is being actively considered by the United States federal government via its agencies and regulatory

bodies, as well as similar entities in other countries and transnational organizations, such as the European Union.

State and local

regulations also may apply to our activities and other activities in which we may participate in the future.

Other governmental

or semi-governmental regulatory bodies have shown an interest in regulating or investigating companies engaged in the blockchain

or cryptocurrency business.

For instance, the SEC has taken an active role in regulating the use of public offerings of proprietary

coins (so-called “Initial Coin Offerings”) and has made statements and official promulgations as to the status of certain

cryptocurrencies as “securities” subject to regulation by the SEC.

Presently, we do not believe any U.S.

or State regulatory body has taken any action or position adverse to our main cryptocurrency, bitcoin, with respect to its production,

sale, and use as a medium of exchange;

however, future changes to existing regulations or entirely new regulations may affect our

business in ways it is not presently possible for us to predict with any reasonable degree of reliability.

As the regulatory and

legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may

affect our mining and other activities.

If regulatory changes or interpretations

of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by

FinCEN under the authority of the U.S.

Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs,

which could be substantial or cost-prohibitive.

If we become subject to these regulations, our costs in complying with them may

have a material negative effect on our business and the results of our operations.

To the extent that the activities of

ATL cause it to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S.

Bank Secrecy Act,

we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering

programs, make certain reports to FinCEN and maintain certain records.

To the extent that the activities of

ATL cause it to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any

state in which ATL operates, ATL may be required to seek a license or otherwise register with a state regulator and comply with

state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other

operational requirements.

Currently, the NYSDFS has finalized its “BitLicense” framework for businesses that conduct

“virtual currency business.

ATL will continue to monitor for developments in such legislation, guidance or regulations applicable

Such additional federal or state regulatory

obligations may cause ATL to incur extraordinary expenses, possibly affecting its business and financial condition in a material

and adverse manner.

Furthermore, ATL and its service providers may not be capable of complying with certain federal or state regulatory

obligations applicable to MSBs and MTs.

If ATL is deemed to be subject to and determines not to comply with such additional regulatory

and registration requirements, we may act to dissolve and liquidate ATL.

Any such action may adversely affect business operations

and financial condition.

Current regulation of the exchange

of bitcoins under the CEA by the CFTC is unclear;

to the extent we become subject to regulation under the CFTC in connection with

our exchange of bitcoin, we may incur additional compliance costs, which may be significant.

Current legislation, including the Commodities

Exchange Act of 1936, as amended (the “CEA”) is unclear with respect to the exchange of bitcoins.

Changes in the CEA

or the regulations promulgated thereunder, as well as interpretations thereof and official promulgations by the Commodities Futures

Tradition Commission (“CFTC”), which oversees the CEA much like the SEC oversees the Securities Act and the Exchange

Act, may impact the classification of bitcoins and therefore may subject them to additional regulatory oversight by the CFTC.

Presently, bitcoin derivatives are not

excluded from the definition of a “commodity future” by the CFTC.

We cannot be certain as to how future regulatory

developments will impact the treatment of bitcoins under the law.

Bitcoins have been deemed to fall within the definition of a

commodity and, we may be required to register and comply with additional regulation under the CEA, including additional periodic

report and disclosure standards and requirements.

Moreover, we may be required to register as a commodity pool operator or as a

commodity pool with the CFTC through the National Futures Association.

Such additional registrations may result in extraordinary,

non-recurring expenses, thereby materially and adversely impacting an investment in us.

If we determine not to comply with such

additional regulatory and registration requirements, we may seek to cease certain of our operations.

Any such action may adversely

affect an investment in us.

As of the date of this annual report, no CFTC orders or rulings are applicable to our business.

If we acquire digital securities, even

unintentionally, we may violate the Investment Company Act of 1940 and incur potential third-party liabilities.

The Company intends

to comply with the 1940 Act in all respects.

To that end, if holdings of cryptocurrencies are determined to constitute investment

securities of a kind that subject the Company to registration and reporting under the 1940 Act, the Company will limit its holdings

to less than 40% of its assets.

Section 3(a)(1)(C) of the 1940 Act defines “investment company” to mean any issuer

that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and

owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets

(exclusive of Government securities and cash items) on an unconsolidated basis.

Section 3(a)(2) of the 1940 Act defines “investment

securities” to include all securities except (A) Government securities, (B) securities issued by employees’ securities

companies, and (C) securities issued by majority-owned subsidiaries which (i) are not investment companies and (ii) are not relying

on the exception from the definition of investment company in section 3(c)(1) or 3(c)(7) of the 1940 Act.

As noted above, the SEC

has not stated whether bitcoin and cryptocurrency is an investment security, as defined in the 1940 Act.

The further development and acceptance

of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety

of factors that are difficult to evaluate.

The slowing or stopping of the development or acceptance of digital asset systems may

adversely affect an investment in us.

Digital assets such as bitcoins, that may be

used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the digital asset

networks are prominent, but not unique, parts.

The growth of the digital asset industry in general, and the digital asset networks

of bitcoin in particular, are subject to a high degree of uncertainty.

The factors affecting the further development of the digital

asset industry, as well as the digital asset networks, include:

continued worldwide growth in the adoption and use of bitcoins and other digital assets;

government and quasi-government regulation of bitcoins and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems;

the maintenance and development of the open-source software protocol of the bitcoin network and ether network;

changes in consumer demographics and public tastes and preferences;

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

general economic conditions and the regulatory environment relating to digital assets;

the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight.

A decline in the popularity or acceptance of

the digital asset networks of bitcoin or ether, or similar digital asset systems, could adversely affect an investment in us.

Since there has been limited precedent

set for financial accounting or taxation of digital assets other than digital securities, it is unclear how we will be required

to account for digital asset transactions and the taxation of our businesses.

There is currently no authoritative literature

under accounting principles generally accepted in the United States which specifically addresses the accounting for digital assets,

including digital currencies.

Therefore, by analogy, we intend to record digital assets similar to financial instruments under

ASC 825, Financial Instruments, because the economic nature of these digital assets is most closely related to a financial instrument

such as an investment in a foreign currency.

We believe that the Company will recognize

revenue when it is realized or realizable and earned.

Our material revenue stream is expected to be related to the mining of digital

We will derive revenue by providing transaction verification services within the digital currency networks of crypto-currencies,

such as bitcoin commonly termed “crypto-currency mining.” In consideration for these services, ee expect to receive

digital currency (also known as “Coins”).

Coins are generally recorded as revenue, using the average spot price on

the date of receipt.

The Coins are recorded on the balance sheet at their fair value.

Gains or losses on sale of Coins are recorded

in the statement of operations.

Expenses associated with running the crypto-currency mining business, such as equipment deprecation,

and electricity cost are recorded as cost of revenues.

In 2014, the IRS issued guidance in Notice

2014-21 that classified cryptocurrency as property, not currency, for federal income tax purposes.

But according to the requirements

of FATCA, which requires foreign financial institutions to provide the IRS with information about accounts held by U.S.

or foreign entities controlled by U.S.

taxpayers, cryptocurrency exchanges, in the ordinary course of doing business, are considered

financial institutions.

On November 30, 2016, a federal judge in the

Northern District of California granted an IRS application to serve a “John Doe” summons on Coinbase Inc., which operates

a cryptocurrency wallet and exchange business.

The summons asked Coinbase to identify all U.S.

customers who transferred convertible

cryptocurrency from 2013 to 2015.

The IRS is trying to get cryptocurrency owners to report the value of their wallets to the federal

government and the IRS is treating cryptocurrency as both property and currency.

The American Institute of Certified Public

Accountants recommended in a June 2016 letter to the IRS that cryptocurrency accounts be reported in the summary information section

of Form 8938, Statement of Specified Foreign Financial Assets, which breaks with the IRS’s 2014 guidance that cryptocurrency

be treated as property.

Property is divided into certain sections within

the Internal Revenue Code (“IRC”) that determine everything from how the property is treated at sale, to how the property

is depreciated, to the nature and character of the gain on sale of the asset.

For instance, IRC §1231 property (real or depreciable

business property held for more than one year) is treated as capital in nature when sold for a profit, but it is treated as ordinary

when the property is sold for a loss.

IRC §1245 property, on the other hand, is treated as ordinary in nature.

property encompasses most types of property.

IRC §1250 property covers everything else.

IRC §1250 states that a gain

from selling real property that has been depreciated should be taxed as ordinary income, to the extent that the accumulated depreciation

exceeds the depreciation calculated using the straight-line method, which is the most basic depreciation method used on an income

IRC §1250 bases the amount of tax due on the type of property, such as residential or nonresidential property,

and on how many months the property was owned.

IRS guidance is silent on which section of

the tax code cryptocurrency falls into.

For instance, IRC §1031 allows for the like-kind exchange of certain property.

§1031 exchanges typically are done with real estate or business assets.

However, with the classification of cryptocurrency

as property by the IRS, many tax professionals will argue that cryptocurrency can be exchanged using IRC §1031.

We believe that all of our digital asset mining

activities will be accounted for on the same basis regardless of the form of digital asset.

A change in regulatory or financial

accounting standards or interpretation by the IRS or accounting standards or the SEC could result in changes in our accounting

treatment, taxation and the necessity to restate our financial statements.

Such a restatement could negatively impact our business,

prospects, financial condition and results of operations.

Digital assets held by us are not subject

to FDIC or SIPC protections.

We do not hold our digital assets with a banking

institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection

Corporation (“SIPC”) and, therefore, our digital assets are not subject to the protections enjoyed by depositors with

FDIC or SIPC member institutions.

Because many of our digital assets are

held by digital asset exchanges, we face heightened risks from cybersecurity attacks and financial stability of digital asset exchanges.

ATL may transfer their digital asset from its

wallet to digital asset exchanges prior to selling them.

Digital assets not held in ATL ‘s wallet are subject to the risks

encountered by digital asset exchanges including a DDoS Attack or other malicious hacking, a sale of the digital asset exchange,

loss of the digital assets by the digital asset exchange and other risks similar to those described herein.

ATL does not maintain

a custodian agreement with any of the digital asset exchanges that hold the ATL digital assets.

These digital asset exchanges do

not provide insurance and may lack the resources to protect against hacking and theft.

If this were to occur, ATL may be materially

and adversely affected.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors