What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-12-17 compared with 2019-12-16 · 548 added, 582 removed, 175 unchanged (87% of the section changed)

10 unchanged sentences

with assistance from other members of management, has reviewed the effectiveness of our disclosure controls and procedures as of

September 30, 2019 and, based on his evaluation, has concluded that the disclosure controls and procedures were not sufficient

as of such date due to a material weakness in internal control over financial reporting, described below.

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 Rule 13a-15(f) under the Exchange

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 U.S.

GAAP and includes those policies

and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions

and the dispositions of our assets;

(2) provide reasonable assurance that our transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures

are being made only in accordance with appropriate authorizations;

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 our financial

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

for 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.

Under the supervision of

and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as

of September 30, 2019, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in Internal Control-Integrated Framework (2013).

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim

financial statements will not be prevented or detected on a timely basis.

We identified a material

weakness in the design of internal control related to the following areas:

(i) Lack of documentation around the components of internal

control and inadequate risk assessment process over the Company’s internal controls (ii) Inadequate design of monitoring

controls resulting in insufficient levels of review over the financial reporting and business processes (iii) Inadequate segregation

of duties (iv) Inadequate controls over information technology (v) Insufficient board oversight and review.

These material weaknesses

did not result in any identified material misstatements to the financial statements, and there were no changes to previously released

financial results.

Based on this material weakness, management concluded that at September 30, 2019, internal control over financial

reporting was not effective.

Our independent registered public

accounting firm, MaloneBailey, LLP has issued an adverse audit report on the effectiveness of internal control over financial

reporting as of September 30, 2019, which appears on page F-2.

September 30, 2020 and, based on his evaluation, has concluded that the disclosure controls and procedures were not

effective as of such date due to a material weakness in internal control over financial reporting, described below.

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-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 U.S.

and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect our transactions and the dispositions of our assets;

(2) provide reasonable assurance that our transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles

and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

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 our financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness for 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.

supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial

reporting as of September 30, 2020, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control-Integrated Framework (2013).

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our

annual or interim financial statements will not be prevented or detected on a timely basis.

We identified

a material weakness in the design of internal control related to the following areas:

(i) Inadequate controls over information

material weakness did not result in any identified material misstatements to the financial

statements, and there were no changes to previously released financial results.

Based on this material weakness, management concluded

that at September 30, 2020, internal control over financial reporting was not effective.

Following identification of the material

2 unchanged sentences

have been prepared in accordance with U.S.

Our CEO and CFO has certified that, based on his knowledge, the financial statements,

Our CEO and CFO has certified that, based on their knowledge, the financial statements,

and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results

2 unchanged sentences

an unqualified opinion on our financial statements, which appears on page F-1.

Management has been implementing

and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are

remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions

(i) additional qualified staff were appointed during the quarter ended September 30, 2019 and subsequent to the

year end to increase segregation of duties and create multiple levels of review.

(ii) the implementation of additional

monitoring controls to improve documentation of internal control procedures;

(iii) the implementation of additional review

procedures to ensure control activities are appropriately performed and documented;

and (iv) enhanced quarterly reporting on

the remediation measures to the Audit Committee of the Board of Directors.

(v) appointment of additional board members

subsequent to yearend to create a majority independent board (vi) we intend to adopt a different financial reporting software

that has increased controls built into the system functionality before the end of second fiscal quarter, in the interim we

plan to implement additional controls to mitigate existing controls risks inherent to our existing accounting software (vii)

additional controls to improve risk assessment procedures to ensure all risks have been addressed.

We believe that these actions

will remediate the material weakness, once management has performed its assessment of our internal controls over financial reporting

including the remedial measures described above.

The weakness will not be considered remediated, however, until the applicable

controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating

We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2020.

CHANGES IN INTERNAL CONTROL

OVER FINANCIAL REPORTING

Except for the material

weakness identified during the quarter, as of September 30, 2019, and except for the remedial measures described above, there have

been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange

Act) that occurred during the fourth quarter of fiscal 2019 that have materially affected, or are reasonably likely to materially

affect, the Company’s internal control over financial reporting.

Management has implemented and continues

to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that

these controls are designed, implemented, and operating effectively.

The remediation actions include:

adopting a different financial

reporting software that has increased controls built into the system functionality which began on the first day of fiscal 2021.

We believe that this action will remediate

the material weakness, once management has performed its assessment of our internal controls over financial reporting including

the remedial measures described above.

CHANGES IN INTERNAL CONTROL OVER

FINANCIAL REPORTING

Except for the material weakness identified

as of September 30, 2020, and except for the remedial measures described above, there have been no other changes in our internal

control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth

quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

INHERENT LIMITATIONS ON INTERNAL

Notwithstanding

the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting

will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system will be met.

Limitations inherent in any control system include

the following:

· Judgments in decision-making can be faulty, and control and process

breakdowns can occur because of simple errors or mistakes.

· Controls can be circumvented by individuals, acting alone or in collusion

with others, or by management override

· The design of any system of controls is based in part on 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.

· Over time, controls may become inadequate because of changes in conditions

or deterioration in the degree of compliance with associated policies or procedures.

· The design of a control system must reflect the fact that resources

are constrained, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, have been detected.

Notwithstanding the foregoing, management

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect

all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system will be met.

Limitations inherent in any control system include the following:

Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.

Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override

The design of any system of controls is based in part on 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.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,

if any, have been detected.

ATTESTATION REPORT OF THE REGISTERED

PUBLIC ACCOUNTING FIRM

This Annual Report on Form 10-K does

not include an attestation report of our independent registered public accounting firm on the Company’s internal controls

as the Company is a non-accelerated filer and is thus not required to provide such a report.

Other Information

Directors, Executive Officers and Corporate

The following table sets forth the names, ages and positions

of our current directors and executive officers.

Directors, Executive Officers

and Corporate Governance

The following table sets forth the

names, ages and positions of our current directors and executive officers.

Chief Executive Officer, President, and Director

Chief Financial Officer

Chief Innovation Officer

Chief Technology Officer

Anthony Vastola

Chief Operating Officer

Chief Revenue Officer

Matthew Schultz

Chairman of the Board and Director (former Chief Executive Officer)

Executive Chairman, Chairman of the Board and Director

(former Chief Executive Officer)

Larry McNeill

Set forth below is a brief description of the background

and business experience of our executive officers and directors.

Set forth below is a brief description

of the background and business experience of our executive officers and directors.

Chief Executive Officer, is a licensed Certified Public Accountant in Nevada and a member of the American Institute of Certified

Public Accountants.

He served as the Company’s Chief Financial Officer from 2014 through October 2019.

He has also served

6 unchanged sentences

of the board of directors and Chief Financial Officer of Epic Stores Corp.

Aside from that provided

Bradford does not hold and has not held over the past five years any other directorships in any company with a class

of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

Bradford is qualified

to serve on our Board of Directors because of his experience and knowledge in public company reporting and accounting.

Aside from that provided above, Mr.

Bradford does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Bradford is qualified to serve

on our Board of Directors because of his experience and knowledge in public company reporting and accounting.

Lori Love, Chief Financial Officer, is a licensed CPA and an experienced finance professional serving in roles in accounting,

8 unchanged sentences

obtained her Bachelor of Business Administration (BBA) in Accounting from University of Nevada, Las Vegas and carries the CPA designation.

Aside from that provided

Love does not hold and has not held over the past five years any other directorships in any company with a class of

securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

Bryan Huber, Chief

Information Officer, Mr.

Huber has over 13 years of experience in the design-build construction and energy industries.

He has extensive

experience and specialization with sustainable energy design and implementation, sustainable building design and construction,

energy efficiency program design and development, renewable energy design and integration, project management, quality assurance,

and project commissioning.

In addition, Bryan brings with him a core competency within renewable energy Independent Power Producer

deal structuring, design, forecasting, financial modeling, incentive monetization, project financing, and deployment.

As a Co-Founder

of CleanSpark, Bryan continues to be integrally involved in technology development management, refinement, implementation, and

operation of CleanSpark’s Energy Operating Platform.

Bryan holds a B.S.

in Construction

Engineering & Management from Purdue University’s School of Civil Engineering, has completed Master’s coursework

in Architecture focusing on integration of Distributed Energy Resource Systems into the built environment, and is a LEED Accredited

Professional through the United States Green Building Council.

Aside from that provided

Huber does not hold and has not held over the past five years any other directorships in any company with a class of

securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

is an experienced technology professional.

Aside from that provided above, Ms.

Love does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Amanda Kabak, Chief Technology

Officer is an experienced technology professional.

Before joining us, Ms.

Kabak was a managing consultant for 10th Magnitude and she worked

there from July 2016 to July 2017.

Kabak was a managing consultant for 10th Magnitude and

she worked there from July 2016 to July 2017.

From April to June of 2016, she worked as Sr.

Software Engineer for Uptake and from 2013 to

February 2016 she worked as Sr.

Software Engineer for Uptake and from

2013 to February 2016 she worked as Sr.

Software Architect for OptiRTC, Inc.

Aside from that provided

Kabak does not hold and has not held over the past five years any other directorships in any company with a class of

securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

Anthony Vastola ,

Chief Operations Officer, has served as the Company’s Senior Vice President of Projects since 2018.

Vastola was initially

hired in 2014 as the Estimation and Installation Manager integrating CleanSpark’s first microgrids.

He has also been the

Responsible Managing Employee (RME) acting as the company’s qualifying individual for their contractor’s license since

Vastola was named the Director of Operations and in 2018 he was promoted to Senior Vice President of Project

before taking the role of Chief Strategic Officer and then Chief Financial Officer in 2019 where he took on a larger role managing

the overall throughput of the company’s major processes.

Prior to CleanSpark, he supported multiple electrical contracting

companies in Southern California.

Aside from that provided

Vastola does not hold and has not held over the past five years any other directorships in any company with a class

of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

Aside from that provided above, Ms.

Kabak does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Amer Tadayon, Chief Revenue

Officer is an experienced executive and entrepreneur.

Tadayon joined us as part of the acquisition of p2kLabs where he was

the founder and CEO.

Tadayon has held various leadership positions at Fortune 500 companies including IBM, Cognizant, and frog

In addition, he has worked with major global grants such as Nike, MTV, and Mattel.

Aside from that provided above, Mr.

Tadayon does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Matthew Schultz ,

Chairman and Director, served as the Company’s Chief Executive Officer from 2014 through October 2019 and has been involved

in many capacities with several publicly traded companies.

He served as the President and CEO of Amerigo Energy, Inc., creating

multiple syndicated offerings of developmental oil production programs, as well as overseeing the operations from permitting through

Since 1999, he has assisted numerous development and early stage companies to secure financing and experience significant

Executive Chairman, Chairman of the Board and Director, served as the Company’s Chief Executive Officer from 2014 through

October 2019 and has been involved in many capacities with several publicly traded companies.

He served as the President and CEO

of Amerigo Energy, Inc., creating multiple syndicated offerings, as well as overseeing the operations from permitting through production.

Since 1999, he has assisted numerous development and early stage companies to secure financing and experience significant growth.

As the President of Wexford Capital Ventures, Inc., he was instrumental in funding companies both domestically and abroad.

While serving as the Chairman of Pali Financial Group, Inc., he assisted in market development of dozens of public corporations.

He was a founding member and the Vice President of the Utah Consumer Lending Association.

A native of Lander, WY, he studied management

and finance at Weber State University.

Aside from that provided

Schultz does not hold and has not held over the past five years any other directorships in any company with a class

of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

Schultz is qualified to

serve on our Board of Directors because of his experience and knowledge in public company reporting and financing and work in the

energy sector.

Larry McNeill ,

Director, has a master’s degree in Business Administration from Armstrong University, a BA in Business Administration, Economics,

and Russian language from Minnesota State University, and has completed the course work towards his PhD in Business Management.

Larry has a diverse business

background that includes a range of broad business skills gained from his many roles in Real Estate, Finance, Research, Legal,

Management, and Business Strategies.

These roles include serving as the Director of Safeway Grocery Stores, Inc's Consumer, Sales,

and Store Location research departments where he was responsible for the expansion of Safeway in Europe, Australia and Canada.

The Director of Market Research for A&P where he was responsible for the Company's expansion into Saudi Arabia.

Officer of Smiths Food and Drug Centers for 17 years;

most recently as the Senior Vice President of Corporate Development overseeing

the Research, Real Estate, and Legal Departments.

McNeill retired from Smith’s Food & Drug Stores in 1996 after the

Fred Meyer merger was completed.

Aside from that provided

McNeill does not hold and has not held over the past five years any other directorships in any company with a class

of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange

Act or any company registered as an investment company under the Investment Company Act of 1940.

McNeill is qualified to

serve on our Board of Directors because of his experience and knowledge in business management and financing.

has over 33 years of highly successful experience in positions of increasing responsibility in planning and operations, policy

development/implementation, construction management, defense acquisition, budgeting and programming, and managing large projects

and programs.

Wood previously served in the U.S.

Navy rising to the role of Deputy Operations for the Navy’s Pacific

Engineering Command in which he was responsible for ensuring the successful execution through nine field offices of nearly $1 billion

annually in construction and services contracts.

serving as the Chairman of Pali Financial Group, Inc., he assisted in market development of dozens of public corporations.

a founding member and the Vice President of the Utah Consumer Lending Association.

Aside from that provided above, Mr.

Schultz does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Schultz is qualified to serve on

our Board of Directors because of his experience and knowledge in public company reporting and financing and work in the energy

Larry McNeill , Director,

has a master’s degree in Business Administration from Armstrong University, a BA in Business Administration, Economics, and

Russian language from Minnesota State University, and has completed the course work towards his PhD in Business Management.

Larry has a diverse business background

that includes a range of broad business skills gained from his many roles in Real Estate, Finance, Research, Legal, Management,

and Business Strategies.

These roles include serving as the Director of Safeway Grocery Stores, Inc's Consumer, Sales, and Store

Location research departments where he was responsible for the expansion of Safeway in Europe, Australia and Canada.

of Market Research for A&P where he was responsible for the Company's expansion into Saudi Arabia.

An Executive Officer of

Smiths Food and Drug Centers for 17 years;

most recently as the Senior Vice President of Corporate Development overseeing the Research,

Real Estate, and Legal Departments.

McNeill retired from Smith’s Food & Drug Stores in 1996 after the Fred Meyer

merger was completed.

Aside from that provided above, Mr.

McNeill does not hold

and has not held over the past five years any other directorships in any company with a class of securities registered pursuant

to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

McNeill is qualified to serve on

our Board of Directors because of his experience and knowledge in business management and financing.

over 33 years of highly successful experience in positions of increasing responsibility in planning and operations, policy development/implementation,

construction management, defense acquisition, budgeting and programming, and managing large projects and programs.

Wood previously

served in the U.S.

Navy rising to the role of

Deputy Operations for the Navy’s Pacific Engineering Command in which he was

responsible for ensuring the successful execution through nine field offices of nearly $1 billion annually in construction and

services contracts.

After leaving the U.S.

Wood served as a Subject Matter Expert (SME)

supporting the U.S.

Pacific Command (USPACOM) Joint Interagency Coordination Group (JIACG) as a Sr.

Military Analyst and continued

as a civil servant in senior roles thereafter.

Wood graduated from Union College with a bachelor’s degree in Civil Engineering

and master’s degree in Civil Engineering from University of Maryland, College Park.

Wood then obtained a Doctor of Business

Administration degree from Argosy University, Honolulu..

Wood will serve as a member of the Board until his successor is elected

and qualified, or until his earlier death, resignation, or removal.

Wood is qualified to serve

on our Board of Directors because of his experience and knowledge in business management and financing.

is an experienced CPA and owner of Beynon & Associates, a public accounting firm that has been in operation for over 34 years.

Wood served as a Subject Matter Expert (SME) supporting the U.S.

Pacific Command

(USPACOM) Joint Interagency Coordination Group (JIACG) as a Sr.

Military Analyst and continued as a civil servant in senior roles

Wood graduated from Union College with a bachelor’s degree in Civil Engineering and master’s degree

in Civil Engineering from University of Maryland, College Park.

Wood then obtained a Doctor of Business Administration degree

from Argosy University, Honolulu..

Wood will serve as a member of the Board until his successor is elected and qualified, or

until his earlier death, resignation, or removal.

Wood is qualified to serve on our

Board of Directors because of his experience and knowledge in business management and financing.

Beynon , is an

experienced CPA and owner of Beynon & Associates, a public accounting firm that has been in operation for over 34 years.

Beynon has provided accounting and tax services to businesses since 1984.

Beynon is a Certified Public Accountant (CPA)

and Certified Fraud Examiner (CFE) and is a past president of the Utah Association of CPA's.

Beynon is currently the

chairman of the board of directors of Transwest Credit Union.

Beynon is a graduate from Weber State College in 1972 with a

bachelor degree in accounting and a minor in banking and finance.

Beynon will serve as a member of the Board until his

successor is elected and qualified, or until his earlier death, resignation, or removal.

Beynon is qualified

to serve on our Board of Directors because of his experience and knowledge in public company reporting and accounting.

Beynon is a Certified Public Accountant (CPA) and

Certified Fraud Examiner (CFE) and is a past president of the Utah Association of CPA's.

Beynon is currently the chairman

of the board of directors of Transwest Credit Union.

Beynon is a graduate from Weber State College in 1972 with a bachelor’s

degree in accounting and a minor in banking and finance.

Beynon will serve as a member of the Board until his successor

is elected and qualified, or until his earlier death, resignation, or removal.

Beynon is qualified to serve on

our Board of Directors because of his experience and knowledge in public company reporting and accounting.

Term of Office

Our directors are appointed

for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance

with our bylaws.

Our directors are appointed for a one-year

term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our

Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family

relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive

There are no family relationships between

or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge,

during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

To the best of our knowledge, during

the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

9 unchanged sentences

Committees of the Board

company currently does not have nominating,

compensation or audit committees or

committees performing similar functions nor does our company

have a written nominating, compensation

or audit committee charter.

Our directors

believe that it is not necessary to have

such committees, at this time, because the

functions of such committees can be adequately performed

by the board of directors.

company does not have any defined

policy or procedural requirements for shareholders

to submit recommendations or nominations

for directors.

The board of directors believes that, given the stage of our

development, a specific nominating

policy would be premature and

of little assistance until our business

operations develop to a more advanced level.

Our company does not currently

have any specific or minimum

criteria for the election of nominees

to the board of directors and we

do not have any specific

process or procedure for evaluating such nominees.

The board of directors will

assess all candidates, whether

submitted by management or shareholders,

and make recommendations

for election or appointment.

A shareholder

who wishes to communicate with our board

of directors may do so by directing a

written request addressed to the Chairman of

our Board of Directors, S.

Matthew Schultz, at the

address appearing on the first page of this

annual report.

The board of directors of the Company (the “Board”)

has the authority to appoint committees to perform certain management and administrative functions.

On January 24, 2020, and in

connection with the Nasdaq listing, the Board created the following committees:

(i) an Audit Committee, (ii) a Compensation Committee,

and (iii) a Nominations and Governance Committee.

The composition and responsibilities of each committee are described below.

serve on these committees until their resignation or until otherwise determined by the Board.

Audit Committee

The Audit Committee oversees the integrity of the Company’s

accounting and financial reporting process and the audits of its financial statements.

The Audit Committee is directly responsible

for, among other matters:

the selection, compensation, retention, and oversight of the Company’s independent registered public accounting firm;

reviewing the Company’s independent registered public accounting firm’s continuing independence;

approving the fees and other compensation to be paid to the Company’s independent registered public accounting firm;

pre-approving all audit and non-audit related services provided by the Company’s independent registered public accounting firm;

reviewing and discussing with management and the Company’s independent registered public accounting firm the results of the quarterly and annual financial statements;

reviewing and discussing with management and the Company’s independent registered public accounting firm the Company’s selection, application, and disclosure of its critical accounting policies;

discussing with the Company’s independent registered public accounting firm, both privately and with management, the adequacy of the Company’s accounting and financial reporting processes and systems of internal control;

reviewing any significant deficiencies and material weaknesses in the design or operation over internal control over financial reporting;

annually reviewing and evaluating the composition and performance of the Audit Committee, including the adequacy of the Audit Committee’s charter.

The Audit Committee shall have the authority, in its sole discretion,

to select, employ, and retain the advice of experts and professionals as the Audit Committee shall deem appropriate from time to

time to assist with the execution of its duties and responsibilities as set forth in its charter.

The current members of the Audit Committee are:

who is the Chairman of the Audit Committee, (ii) Dr.

Wood, and (iii) Larry McNeill.

Each member of the Audit Committee

meets the requirements for independence and can read and understand fundamental financial statements in accordance with the applicable

rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements and rules

of Nasdaq (“Nasdaq Rules”).

In arriving at this determination, the Board has examined each Audit Committee member's

professional experience and the nature of their employment in the corporate finance sector.

The Board has also determined that

Beynon qualifies as an “audit committee financial expert,” as defined under applicable SEC and Nasdaq Rules.

Compensation Committee

The Compensation Committee evaluates, recommends, and approves policy

relating to compensation and benefits of the Company’s officers and employees.

The Compensation Committee is directly responsible

for, among other matters:

annually reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and other executive officers;

evaluating the performance of these officers in light of those goals and objectives, and setting the compensation of these officers based on such evaluations;

administering and interpreting the Company’s cash and equity-based compensation plans;

annually reviewing and making recommendations to the Board with respect to all cash and equity-based incentive compensation plans and arrangements;

annually reviewing and evaluating the composition and performance of the Compensation Committee, including the adequacy of the Compensation Committee’s charter.

The Compensation Committee shall have the authority, in its sole

discretion, to select, employ, and retain the advice of experts and professionals as the Compensation Committee shall deem appropriate

from time to time to assist with the execution of its duties and responsibilities as set forth in its charter.

The Compensation

Committee consists of entirely “independent directors” (as defined below), and no executive officers have a role in

determining or recommending the amount or form of executive and director compensation.

The current members of the Compensation Committee are:

McNeill, who is the Chairman of the Compensation Committee, and (ii) Dr.

Each member of the Compensation Committee

is an “independent director” under the applicable rules and regulations of the SEC and Nasdaq Rules.

Furthermore, each

member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 of the Securities

Exchange Act of 1934, and an “outside director”, as that term is defined under Section 162(m) of the Internal Revenue

Code of 1986.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Exchange

Act requires the Company’s directors and executive officers and persons who beneficially

own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of

Section 16(a) of the Exchange Act requires

the Company’s directors and executive officers and persons who beneficially

own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of

ownership and reports of changes in ownership of common stock and other equity securities of the Company.

2 unchanged sentences

forms they file.

To the best of the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments

thereof) received by us during or with respect to the year ended September 30, 2020, the following persons have not filed on a

1 unchanged sentence

Name and principal position

of late reports

Number of late reports

Transactions not timely

failures to file a required form

Known failures to file a required form

Matthew Schultz, Chairman and Director

Zachary Bradford, Chief Executive Officer

Bryan Huber, CIO

Larry McNeill, Director

Amanda Kabak, Chief Technology Officer

Anthony Vastola, Chief Operating Officer

Amer Tadayon, Chief Revenue Officer

Wood, Director

2 unchanged sentences

Code of Ethics

We have adopted a code

of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller.

We will provide, at no cost, a copy of the Code of Ethics to any shareholder upon receiving a written request sent to the Company’s

address shown on Page 1 of this report.

We have adopted a code of ethics that

applies to our principal executive officer, principal financial officer, principal accounting officer or controller.

We will provide,

at no cost, a copy of the Code of Ethics to any shareholder upon receiving a written request sent to the Company’s address

shown on Page 1 of this report.

Executive Compensation

The table below summarizes

all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended September

30, 2019 and 2018.

The table below summarizes all compensation

awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended September 30, 2020 and 2019.

SUMMARY COMPENSATION TABLE

1 unchanged sentence

Incentive Plan

Matthew Schultz

Zachary Bradford

CEO, Former CFO

CIO, former COO

Matthew Schultz

Anthony Vastola

COO, Former CSO

Narrative Disclosure to the Summary Compensation

Matthew Schultz- Chairman and

Director and former Chief Executive Officer

The Company had a consulting

agreement with Matthew Schultz, our former Chief Executive Officer, for management services.

In accordance with this agreement,

as amended, Mr.

Schultz provides services to us in exchange for $20,000 in compensation for services plus a $1,000 medical insurance

stipend, each month plus a bonus of 0.5% of gross revenue and additional bonuses as the board authorizes.

The Company also agreed

to reimburse Mr.

Schultz for expenses incurred.

The term of the agreement is one year and automatically renews until cancelled

by either party.

During the year ended September 30, 2019 and 2018, Mr.

Schultz earned $237,000 in base compensation plus bonus

grants of $193,437 and $194,527 in base compensation plus bonus grants of $2,537, respectively, in accordance with this agreement.

During the year ended September 30, 2018, Mr.

Schultz allowed the Company to defer $123,114 as accrued compensation.

Schultz $0 and $123,796 in deferred compensation and reimbursable expenses as of September 30, 2019 and 2018, respectively.

Deferred compensation is reported under due to related parties in the consolidated balance sheets.

The agreement was terminated

in October of 2019 when Mr.

Schultz accepted the position of Chairman of the board.

Zachary Bradford –Chief

Narrative Disclosure to the Summary

Compensation Table

Zachary Bradford –Chief

Executive Officer and Director and former Chief Financial Officer

The Company had a consulting

agreement with ZRB Holdings, Inc, an entity wholly owned by Zachary Bradford, our Chief Executive Officer, director and former

Chief Financial Officer, for management services.

In accordance with this agreement, as amended, Mr.

Bradford provided services

to us in exchange for $20,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of

0.5% of gross revenue and additional bonuses as the board authorizes.

On October, 1, 2019, the Company entered

into an employment agreement whereas Mr.

Bradford accepted the position of Chief Executive Officer.

Under this agreement, Mr.

is compensated by a base salary of $335,000 per year.

During the year ended September 30, 2020, Mr.

Bradford earned $335,000 in

annual compensation plus bonuses of $360,000, stock awards of $615,250, and option awards of $274,000.

the fiscal year ending September 30, 2019, the Company had a consulting agreement with ZRB Holdings, Inc, an entity wholly owned

by Zachary Bradford, our Chief Executive Officer, director and former Chief Financial Officer, for management services.

In accordance

with this agreement, as amended, Mr.

Bradford provided services to us in exchange for $20,000 in compensation for services plus

a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue and additional bonuses as the board authorizes.

The Company has also agreed to reimburse Mr.

expenses incurred.

The term of the agreement is one year and automatically renews until cancelled by either party.

During the years

ended September 30, 2019 and 2018, Mr.

Bradford earned $237,000 in base compensation plus bonus grants of $193,437 and $194,527

in base compensation plus bonus grants of $2,537, respectively, in accordance with this agreement.

Bradford for expenses incurred.

During the year ended September 30, 2019, Mr.

earned $237,000 in base compensation plus bonuses of $193,437 in accordance with this agreement.

The agreement was terminated in

October of 2019 when Mr.

Bradford accepted the position of Chief Executive Officer and accepted the associated employment agreement.

Amanda Kabak – Chief Technology

On February 8, 2019 the Company entered

into an employment agreement whereas Ms.

Kabak was promoted to Chief Technology Officer.

Under this agreement, Ms.

Kabak is compensated

by a base salary of $190,000 per year and $100,000 shares of our stock for each annual period she is with the company.

of the options vest each month and are exercisable at market price.

During the year ended September 30, 2019, Ms.

$183,437 in annual compensation plus bonuses of $25,000, and option awards of $100,00.

During the year ended September 30, 2020,

Kabak earned $190,000 in annual compensation plus bonuses of $110,000, stock awards of $104,910 and option awards of $100,000.

Lori Love- Chief Financial Officer

On October 1, 2019 the Company entered

into an employment agreement whereas Ms.

Love accepted the position of Chief Financial Officer.

Under this agreement, Ms.

is compensated by a base salary of $200,000 per year, 20% bonus and 25,000 stock options.

During the year ended September 30, 2020,

Love earned $200,000 in annual compensation plus bonuses of $190,000, stock awards of $316,660 and option awards of $250,958.

Amer Tadayon- Chief Revenue Officer

On February 1, 2020 the Company entered

into an employment agreement whereas Mr.

Tadayon accepted the position of Chief Revenue Officer.

Under this agreement, Mr.

is compensated by a base salary of $250,000 per year plus $50,000 non-recoverable draw against commission, and 30,000 stock options.

During the year ended September 30, 2020, Mr.

Tadayon earned $166,667 in annual compensation plus option awards of $99,000 and

other compensation of $33,333.

Matthew Schultz- Executive Chairman,

Chairman of the Board and Director and former Chief Executive Officer

The Company had a consulting agreement

with Matthew Schultz, our former Chief Executive Officer, for management services.

Schultz provides services to us in exchange

for $20,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue

and additional bonuses as the board authorizes.

The Company also agreed to reimburse Mr.

Schultz for expenses incurred.

The agreement

was terminated in October of 2019 when Mr.

Schultz accepted the position of Chairman of the board.

During the year ended September

30, 2020, Mr.

Bradford allowed the Company to defer $87,746 as accrued compensation.

The Company owed Mr.

Bradford $0 and $89,351

in deferred compensation and reimbursable expenses as of September 30, 2019 and 2018, respectively.

Deferred compensation is reported

under due to related parties in the consolidated balance sheets.

The agreement was terminated in October of 2019 when Mr.

accepted the position of Chief Executive Officer and accepted the associated employment agreement.

Bryan Huber –

Innovation Officer and former Director and former Chief Operating Officer

The Company has a consulting

agreement with Bryan Huber, our Chief Innovation Officer and former director, for management services.

In accordance with the original

agreement, Mr.

Huber provided services to us in exchange for $117,000 in compensation for services plus a $500 medical insurance

stipend and a bonus of 0.5% of gross revenue.

On August 28, 2018, the Company replaced the original agreement with an agreement

with Zero Positive, LLC an entity controlled by Mr.

In accordance with this agreement with Zero Positive, LLC, Mr.

agrees to provide services through to the Company in exchange for $160,000 in annual compensation plus a $500 medical insurance

stipend and a bonus of 0.5% of gross revenue.

Under the agreement Mr.

Huber was also granted a one-time bonus of $50,000, payment

of which will be deferred until the Company completes a qualified financing that exceeds three-million dollars or average monthly

revenues of the Company exceed one-million dollars for three months.

The Company has also agreed to reimburse Zero Positive, LLC

for expenses incurred.

The term of the agreement is one year and automatically renews until cancelled by either party.

30, 2019, the Company increased the amount of annual compensation to $180,000.

During the year ended September 30, 2019 and 2018,

Huber and Zero positive earned $171,202 and $180,612, respectively, in accordance with this agreement.

During the year ended

September 30, 2019, Mr.

Huber allowed the Company to defer $58,604 as accrued compensation.

The Company owed Mr.

Huber $58,604

and $73,625 in deferred compensation and reimbursable expenses as of September 30, 2019 and 2018, respectively.

Deferred compensation

is reported under due to related parties.

Schultz earned $252,000 in base compensation, bonus grants of $350,000, stock awards of $484,200, and option awards

of 239,450.During the year ended September 30, 2019, Mr Schultz $237,000 in base compensation plus bonuses of $193,437.

Bryan Huber – Former Chief

Innovation Officer and former Director

The Company had a consulting agreement

with Zero Positive, LLC., an entity owned by Bryan Huber for management services.

On March 12, 2020, the Company terminated the

During the year ended September 30, 2020, Mr.

Huber and Zero positive earned $167,731 in compensation and a $273 bonus,

During the year ended September 30, 2020, Mr.

Huber and Zero Positive earned $171,202 in compensation, respectively, in accordance

with the agreement.

On September 28, 2018, in connection

6 unchanged sentences

The warrants vest as follows:

30,000 vested immediately, the balance vest evenly on the last day

of each month over the forty-two months beginning August 31, 2018.

As of September 30, 2019, 50,000 warrants had vested, and the

Company recorded an expense of $496,590 during the year ended September 30, 2019.

Amanda Kabak –

Chief Technology Officer

On February 8, 2019 the

Company entered into an employment agreement whereas Ms.

Kabak was promoted to Chief Technology Officer.

Under this agreement,

Kabak is compensated by a base salary of $190,000 per year and $100,000 shares of our stock for each annual period she is with

A portion of the options vest each month and are exercisable at market price.

During the year ended September 30,

Kabak earned $183,437 in annual compensation plus a bonus of $25,000.

Anthony Vastola

30,000 vested immediately, the balance vest evenly on the last day of

each month over the forty-two months beginning August 31, 2018.

As of September 30, 2020, 67,143 warrants had vested due to the

passage of time, and the Company recorded an expense of $1,158,709 during the year ended September 30, 2020.

Anthony Vastola – Former

Chief Operations Officer

On October 7, 2019,

Anthony Vastola, previous Chief Strategy Officer (CSO), was appointed as COO .

In accordance

with with his agreement, Mr.

Vastola is compensated by a base salary of $160,000 per year, $100,000 in stock options, and a bonus

of 0.5% of gross revenue.

On March 12, 2020, the Company terminated

the employment of Anthony Vastola.

During the year ended September 30, 2020, Mr.

Vastola earned $161,506 plus a bonus of $17,208.

Vastola earned $72,000 in compensation a bonus

of $273 and other compensation of $80,000.

During the year ended September 30, 2020, Mr.

Vastola earned $161,506 in compensation,

a bonus of $17,206, and option awards of $170,000, respectively.

Outstanding Equity Awards at Fiscal

On June 9, 2017, our

Board of Directors adopted the 2017 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is to attract and retain

the best available personnel for positions of substantial responsibility with us, to provide additional incentive to employees,

directors and consultants, and to promote our success.

Under the initial Plan, we were able to issue up to an aggregate total of

3,000,000 incentive or non-qualified options to purchase our common stock, or stock awards.

The table below summarizes all unexercised options,

stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2019.

On June 9, 2017, our Board of Directors

adopted the 2017 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is to attract and retain the best available

personnel for positions of substantial responsibility with us, to provide additional incentive to employees, directors and consultants,

and to promote our success.

Under the Plan, we are able to issue up to an aggregate total of 1,500,000 incentive or non-qualified

options to purchase our common stock, or stock awards.

The table below summarizes all unexercised

options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2020.

EQUITY AWARDS AT FISCAL YEAR-END

14 unchanged sentences

Director Compensation

The table below summarizes all compensation of our directors

for the year ended September 30, 2019.

The table below summarizes all compensation

of our directors for the year ended September 30, 2020.

DIRECTOR COMPENSATION

6 unchanged sentences

Larry McNeill

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets forth as

of December 13, 2019 the number and percentage of the 4,770,718 shares of outstanding common stock which, according to the information

supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive

officer, (iii) all current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge

of the Company, is the beneficial owner of more than 5% of the outstanding common stock.

Except as otherwise indicated, the persons

named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community

property laws where applicable.

Except as otherwise indicated, the address

of each of the persons named in the table below is c/o CleanSpark, Inc., 70 North Main Street, Ste.

105 Bountiful, Utah 84010.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth,

as of December 16, 2020, the number and percentage of the 23,964,093 shares of outstanding common stock which, according to the

information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii)

each executive officer, (iii) all current directors and executive officers of the Company as a group, and (iv) each person who,

to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock.

Except as otherwise indicated,

the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to

community property laws where applicable.

Except as otherwise indicated, the address of each of the persons named in the table below is c/o CleanSpark, Inc., 1185 S.

Suite 3, Woods Cross, Utah 84087.

Number of Shares of Par

Value $0.001 Common Stock

Name of Beneficial Owner

Number of Shares of Par Value $0.001 Common Stock Beneficially Owned

Percentage of Class

5% or Greater Stockholders

Bruce Lybbert

1366 Skyline Dr.

Bountiful, UT 84010

Beneficially Owned

Directors and named executive officers

2 unchanged sentences

Larry McNeill

Anthony Vastola

All Officers and Directors as a Group (4 Persons)

96,119 shares of common stock held in his name, 192,500 shares of common stock held by

Jacque Lybbert, Mr.

Lybbert’s spouse.

480,000 shares of common stock held in the S M Schultz IRRV TR to which Mr.

the beneficial owner, 25,000 shares of common stock held in his name and 40,996 shares

of common stock held by his spouse.

All Officers and Directors as a Group

(1) Includes 480,000 shares of common

stock held in the S M Schultz IRRV TR to which Mr.

Schultz is the beneficial owner, 85,000 shares of common stock held in his name,

79,000 shares of common stock held in his name subject to future vesting in accordance with company milestones, 40,996 shares of

common stock held by his spouse, 49,800 vested options to purchase common stock.

(2) Includes 79,831 shares of common

stock held in his name, 99,000 shares of common stock held in his name subject to future vesting in accordance with company milestones,

323,863 shares of common stock held in ZRB Holdings Inc.

Bradford is the

beneficial owner, 12,000 shares of common stock held in BlueChip Advisors LLC in which

Bradford shares beneficial ownership and warrants to purchase 25,000 shares of common

48,936 shares of common stock held in his name, 71,635 shares of common stock held in

his Roth IRA, and warrants to purchase 50,000 shares of common stock.

2,349 shares of common stock held in his name and warrants to purchase 90,000 shares

of common stock.

10,896 options to purchase common stock.

2,500 shares of common stock held in his name and 10,846 options to purchase common stock.

Bradford is the beneficial owner, 12,000 shares of common

stock held in BlueChip Advisors LLC in which Mr.

Bradford shares beneficial ownership, warrants to purchase 25,000 shares of common

stock, and 56,000 vested options to purchase common stock.

(3) Includes 42,000 shares of common

stock held in his name, 71,636 shares of common stock held in his Roth IRA, 25,000 options to purchase common stock and warrants

to purchase 51,200 shares of common stock.

(4) Includes 31,183 shares of common

stock held in his name, 64,516 shares of restricted stock subject to company milestones and 42,500 vested options to purchase common

(5) Includes 13,000 shares of common

stock held in her name, 22,250 shares of common stock subject to future vesting in accordance with company milestones 40,824 vested

options to purchase common stock.

45,196 shares of common stock held in the name of his spouse

The following table

sets forth as of December 13, 2019 the number and percentage of the 1,750,000 shares of outstanding Series A Preferred Stock which,

according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of

the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group and (iv)

each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding shares of Series A

Preferred Stock.

Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect

to all shares beneficially owned, subject to community property laws where applicable.

Except as otherwise indicated,

the address of each of the persons named in the table below is c/o CleanSpark, Inc., 70 North Main Street, Ste.

105 Bountiful,

(6) Includes 42,831 shares of common

stock held in her name, 22,250 shares of common stock subject to future vesting in accordance with company milestones, and 49,306

vested options to purchase common stock.

Includes 8,764 shares of common stock held in his name and 45,196 shares of common stock held in the name of his spouse.

(8) Includes 9,955 shares of common stock held in his name.

(9) Includes, 1,573,002 shares of common

stock, 76,200 warrants and 263,430 options held by officers and directors

The following table sets forth,

as of December 13, 2020, the number and percentage of the 1,750,000 shares of outstanding Series A Preferred Stock which, according

to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company,

(ii) each executive officer, (iii) all current directors and executive officers of the Company as a group, and (iv) each person

who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding shares of Series A Preferred Stock.

Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares

beneficially owned, subject to community property laws where applicable.

Except as otherwise indicated, the address of each of the persons

named in the table below is c/o CleanSpark, Inc., 1185 S.

Suite 3, Woods Cross, Utah 84087.

Number of Shares of Par

Value $0.001 Series A Preferred Stock

Name of Beneficial Owner

Number of Shares of Par Value $0.001 Series A Preferred Stock Beneficially Owned

Percentage of Class

5% or Greater Stockholders

Bruce Lybbert

Beneficially Owned

Directors and named executive officers

2 unchanged sentences

Larry McNeill

Anthony Vastola

All Officers and Directors as a Group (5 Persons)

Certain Relationships

and Related Transactions, and Director Independence

Except as provided below and

in “Executive Compensation”

set forth above, for the past two fiscal years

there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we

All Officers and Directors as a Group

Authorized for Issuance under Equity Compensation

June of 2017, our Board of Directors adopted the 2017 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is

to attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive

to employees, directors and consultants, and to promote our success.

As of the date of this filing, under the Plan (as amended),

we are able to issue up to an aggregate total of 1,500,000 incentive or non-qualified options to purchase our common stock, or

stock award s.

Equity Compensation

Plans Not Approved by

the Shareholders

Number of Securities to

be issued upon exercise

of outstanding options

Weighted-average

exercise price of

outstanding options

Number of Securities

remaining available

for future issuance under

equity compensation plans

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Certain Relationships and

Related Transactions, and Director Independence

as provided in “Executive Compensation” set forth above, or listed in Note 12

to the financial statements, for the past two fiscal years there have not been, and

there is not currently proposed, any transaction or series of similar transactions to which we

were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent

2 unchanged sentences

of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Zach Bradford, Chief Executive

Officer, President, and Director

During the year ended

September 30, 2018, the Company executed eleven 15% promissory notes with a total face value of $189,690 with Zachary Bradford,

its President and former Chief Financial Officer.

Under the terms of the promissory notes the Company received $189,690 and agreed

to repay the notes on demand.

As of September 30, 2018, Company owed $189,690 in principal and $10,733 in accrued interest under

the terms of the agreement.

The Company executed two additional 15% promissory notes with a total face value of $25,030 during

the quarter ended December 31, 2018.

On January 3, 2019, the Company settled all obligations under the notes through the payment

of all outstanding principal and interest then outstanding.

Larry McNeil, Director

During the year ended September

30, 2018, the Company executed eight 15% promissory notes with a total face value of $163,100 with Larry McNeill, a Director of

Under the terms of the promissory notes the Company received $163,100 and agreed to repay the note on demand.

September 30, 2018, Company owed $163,100 in principal and $6,562 in accrued interest under the terms of the agreement.

executed one additional 15% promissory note with a total face value of $50,000 during the quarter ended December 31, 2018.

31, 2018, the Company settled all remaining obligations under the note through the payment of all outstanding principal and interest

then outstanding.

Principal Accounting Fees

Below is the table of Audit

and audit-related Fees billed by our auditors in connection with the audits of the Company’s annual financial

Below is the table of Audit and

audit-related Fees billed by MaloneBailey, LLP in connection with the audits of the Company’s annual financial

statements for the years ended:

Statements for the

Financial Statements for the

Year Ended September 30

Exhibits, Financial Statement Schedules

(a) Financial Statements and Schedules

The following financial statements and schedules

listed below are included in this Form 10-K.

Financial Statements (See Item 8)

and Plan of Merger, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report

on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

dated December 27, 2018, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed

with the Securities and Exchange Commission on December 28, 2018.

of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, filed

with the Securities and Exchange Commission on November 17, 2008.

to Articles of Incorporation, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form

10-12G, filed with the Securities and Exchange Commission on November 17, 2008.

incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10-12G, filed with the Securities

and Exchange Commission on November 17, 2008.

Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on March 12, 2013.

of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on March 26, 2013.

of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on December 1, 2014.

of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on November 12, 2015.

of Amendment and Certificate of Designation, incorporated by reference to Exhibits 3.1 and 3.2 to the Company’s Current

Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2015.

of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on May 13, 2015.

of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on November 14, 2016.

to Certificate of Designation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K,

filed with the Securities and Exchange Commission on October 9, 2019.

of Designation, dated April 16, 2019, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K, filed with the Securities and Exchange Commission on April 18, 2019.

of Senior Secured Redeemable Convertible Promissory Note dated April 17, 2019 issued to the Investor, incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April

of Common Stock Purchase Warrant dated April 17, 2019 issued to the Investor, incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

of Senior Secured Redeemable Convertible Debenture dated December 31, 2018 issued to the Investor, incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December

of Common Stock Purchase Agreement dated December 31, 2018 issued to the Investor, incorporated by reference to Exhibit 4.2

to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2018.

of Understanding, dated as of November 5, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2019.

Purchase Agreement, dated as of November 6, 2019, incorporated by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2019.

Agreement with Zach Bradford, dated as of October 7, 2019, incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 9, 2019.

Offer Letter with Lori Love, effective as of October 7, 2019, incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 9, 2019.

of Purchase Agreement dated April 17, 2019 between the Company and the Investor, incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

of Voting Agreement dated April 17, 2019 between the Company and shareholders holding 51% of the voting power of the Company,

incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and

Exchange Commission on April 18, 2019.

Security Agreement dated April 17, 2019, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on

Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

Employment Agreement for S.

Matthew Shultz dated February 8, 2019, incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2019.

Employment Agreement for Zachary Bradford dated February 8, 2019, incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2019.

Agreement for Amanda Kabak dated February 8, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K, filed with the Securities and Exchange Commission on February 8, 2019.

of Asset Purchase Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current

Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Non-Competition

and Non-Solicitation Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current

Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form

8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Manufacturing Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report

on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

of Securities Purchase Agreement dated December 31, 2018 between Gopher Protocol Inc.

and the Investor, incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December

of IP Security Agreement dated December 31, 2018 between CleanSpark, Inc.

and the Investor, incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31,

dated October 2, 2018, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed

with the Securities and Exchange Commission on October 5, 2018.

of MaloneBailey

Audit Services

Audit Related Fees

Exhibits and Financial Statement Schedules

Financial Statements.

The consolidated financial statements are included in Part II, Item

8 of this Annual Report on Form 10-K beginning on page F-2.

Financial Statement Schedules.

Schedules are not submitted because they are not applicable

or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.

Exhibits required to be filed by Item 601 of Regulation S-K.

The information called for by

this Item is incorporated by reference from the Index to Exhibits included in this Annual Report on Form 10-K.

Exhibit Number

Agreement and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Stock Purchase Agreement by and between p2klabs, Inc., Amer Tadayon and the Company, dated January 31, 2020, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 6, 2020.

Agreement and Plan of Merger, dated as of December 9, 2020, by and among CleanSpark, Inc., ATL Data Centers LLC, CLSK Merger Sub, LLC and the Sellers incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 10, 2020.

Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, filed with the Securities and Exchange Commission on November 17, 2008.

Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-12G, filed with the Securities and Exchange Commission on November 17, 2008.

Bylaws, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10-12G, filed with the Securities and Exchange Commission on November 17, 2008.

Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities

and Exchange Commission on February 12, 2013.

of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the

Securities and Exchange Commission on February 26, 2013.

Articles of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 1, 2014.

Certificate of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2015.

Certificate of Amendment and Certificate of Designation, incorporated by reference to Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2015.

Certificate of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2015.

Articles of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 14, 2016.

Certificate of Designation, dated April 16, 2019, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

Certificate of Amendment to Articles of Incorporation, dated August 9, 2019, incorporated by reference to Appendix A to the Company’s Definitive Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on July 12, 2019.

Amendment to Certificate of Designation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 9, 2019.

Certificate of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 10, 2019.

Certificate of Withdrawal of Series B Preferred Stock Certificate of Designation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2020.

Certificate of Amendment to Articles of Incorporation of CleanSpark, Inc., filed on October 2, 2020, incorporated by reference to Appendix A to our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2020.

Form of Senior Secured Redeemable Convertible Debenture dated December 31, 2018 issued to the Investor, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2018.

Form of Common Stock Purchase Warrant dated December 31, 2018 issued to the Investor, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2018.

Form of Senior Secured Redeemable Convertible Promissory Note dated April 17, 2019 issued to the Investor, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

Form of Common Stock Purchase Warrant dated April 17, 2019 issued to the Investor, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

CleanSpark, Inc.

2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 19, 2017.

Form of Securities Purchase Agreement dated December 31, 2018 between CleanSpark Inc.

and the Investor incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2018.

Form of IP Security Agreement dated December 31, 2018 between CleanSpark, Inc.

and the Investor incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2018.

Termination of Asset Purchase Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Non-Competition and Non-Solicitation Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Indemnity Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Contract Manufacturing Agreement, dated January 22, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2019.

Form of Purchase Agreement dated April 17, 2019 between the Company and the Investor, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

Form of Voting Agreement dated April 17, 2019 between the Company and shareholders holding 51% of the voting power of the Company, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

IP Security Agreement dated April 17, 2019, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2019.

Memorandum of Understanding, dated as of November 5, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2019.

Securities Purchase Agreement, dated as of November 6, 2019, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2019.

Escrow Agreement, dated January 31, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 6, 2020.

Amendment to Transaction Documents, dated as of March 10, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2020.

Second Amendment to Transaction Documents, dated as of March 13, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 16, 2020.

Joint Venture Agreement, dated as of April 6, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 4, 2020.

Third Amendment to Transaction Documents, dated as of May 1, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2020.

Promissory Note, dated as of May 7, 2020, by and between the Company and Celtic Bank Corp., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 20, 2020.

First Amendment to CleanSpark, Inc.

2017 Equity Incentive Plan, dated as of October 7, 2020, incorporated by reference to Appendix A to the Company’s Definitive Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on July 28, 2020.

Form of Securities Purchase Agreement, dated July 20, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 21, 2020.

Exclusive Partner Agreement, by and between the Company and Sunshine Energy Corp., dated August 6, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2020.

Membership Interest Purchase Agreement, dated as of August 31, 2010, by and between the Company, GridFabric, LLC and its sole member, DuPont Hale Holdings, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 1, 2020.

Employment Agreement, entered into by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated October 26, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2020.

Employment Agreement, entered into by and between CleanSpark, Inc.

and Lori Love, dated October 26, 2020, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2020.

Employment Agreement, entered into by and between CleanSpark, Inc.

and Amanda Kabak, dated October 26, 2020, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2020.

Amended and Restated Employment Agreement, entered into by and between CleanSpark, Inc.

and Amer Tadayon, dated October 26, 2020, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2020.

Employment Agreement, entered into by and between CleanSpark, Inc.

Matthew Schultz, dated October 26, 2020, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2020.

List of Subsidiaries

Consent of MaloneBailey

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Certfication of 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

following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2018 formatted in

Extensible Business Reporting Language (XBRL).

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)

* Filed herewith

** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any

filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific

reference in such filing or document.

a management contract or compensatory plan or arrangement.

† Portions of this exhibit have been redacted in compliance

with Regulation S-K Item 601(b)(10).

Form 10-K Summary

Not applicable.

In accordance with Section

13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

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

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

CLEANSPARK, INC.

1 unchanged sentence

Zachary Bradford

Chief Executive Officer,

Principal Executive Officer and Director

Chief Executive Officer, Principal Executive Officer and Director

December 16, 2020

/s/ Lori Love

Chief Financial

Officer, Principal Financial Officer, Principal Accounting Officer

Chief Financial Officer, Principal Financial Officer, Principal

Accounting Officer

December 16, 2020

In accordance with Section

13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Zachary Bradford

Zachary Bradford

Executive Officer, Principal Executive Officer and Director

Chief Executive Officer, Principal Executive

Officer and Director

December 16, 2020

/s/ Lori Love

Chief Financial

Officer, Principal Financial Officer, Principal Accounting Officer

Chief Financial Officer, Principal Financial Officer, Principal

Accounting Officer

December 16, 2020

1 unchanged sentence

Matthew Schultz

Chairman and Director

Executive Chairman and Chairman of the Board

December 16, 2020

2 unchanged sentences

December 16, 2020

/s/ Roger Beyon

/s/ Roger Beynon

December 16, 2020

1 unchanged sentence

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 9A. Controls and Procedures