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Item 9A. Controls and Procedures

2021-12-14 compared with 2020-12-17 · 264 added, 702 removed, 21 unchanged (98% of the section changed)

Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS

AND PROCEDURES

Our disclosure controls and procedures

(as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that

information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that

information required to be disclosed is accumulated and communicated to management, including our principal executive and financial

officers, to allow timely decisions regarding disclosure.

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO),

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

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

weakness and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended September

Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K

have been prepared in accordance with U.S.

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

of operations and cash flows of CleanSpark as of, and for, the periods presented in this Form 10-K.

MaloneBailey, LLP has issued

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

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

OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this

Annual Report on Form 10-K, our management conducted an assessment of the effectiveness of our internal controls over financial reporting

as of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”).

Based on that assessment, our CEO and CFO have concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in internal

control over financial reporting, as described below.

Management’s assessment of the effectiveness of our disclosure controls and

procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving their objectives.

MANAGEMENTS 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) and 15d-15(f) of the Exchange Act.

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;

(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;

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.

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.

No evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, have been detected.

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, 2021, using the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

from our assessment the internal control over financial reporting of ATL Data Centers LLC and Solar Watt Solutions, Inc.

with total assets

of $267.3 million (of which $27.3 million represents goodwill and intangibles included within the scope of the assessment), and total

revenues of $43.2 million included in the consolidated financial statements of the Company as of and for the year ended September 30,

2021.As part of our assessment of the effectiveness of our internal control over financial reporting as of September 30, 2021, management

identified the following material weaknesses:

(1) the Company did not adequately implement or properly maintain controls over its financial

close and reporting process, its process over the recording of energy and other services revenue and its process over the accounting and

valuation of certain aspects of business combinations involving significant estimates and (2) the Company did not adequately design and

maintain effective general information technology controls over third-party information systems and applications that are relevant to

the preparation of the Company’s financial statements:

· Financial Close and Reporting:

Controls over financial statement reviews, specific to the appropriate reconciliation of certain balance sheet accounts, were not

operating effectively.

o Recording of Revenues for

certain non-principal revenue generating subsidiaries:

Controls over the recording and processing of revenue for certain non-principal

revenue generating entities, specifically, p2kLabs, Inc, GridFabric, LLC and CleanSpark, LLC, lack the level of precision necessary to

ensure the completeness and accuracy of revenue recorded.

o Business Combinations:

designed to properly consider and evaluate certain aspects of our business combinations and related reporting units did not operate effectively

to identify all necessary adjustments made to the purchase price during the valuation process and the related goodwill balances recorded.

This includes controls around business combination accounting, specifically as it relates to the valuation of contingent consideration

as part of the purchase price underlying the business combinations, as well as the identification of reporting units.

Information and Technology Controls:

Certain individual control deficiencies related to information technology (“IT”) general controls and report reviews aggregate into a material weakness, as follows:

Certain process-level and IT-dependent controls over user access to IT programs and applications, specifically utilized for hosting services and file storage, were not effective.

Controls relating to the evaluation of service organization controls reports were not performed over certain third-party service providers to cover the entire fiscal year.

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

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 these material weaknesses, management concluded that at September 30, 2021, internal control over financial reporting was not

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, 2021, which appears on page F-2.

Following identification of the material weaknesses

and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended September 30, 2021.

on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance

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 of operations and cash flows of CleanSpark

as of, and for, the periods presented in this Form 10-K.

MaloneBailey, LLP has issued 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 include the following:

· additional qualified staff were

appointed during the year-ended September 30, 2021 and subsequent to year-end to ensure appropriate reviews occur

· the implementation of additional

monitoring of controls to improve documentation of internal control procedures

· expanding the management and

governance over IT system controls;

· implementing enhanced process

controls around internal user access management including provisioning, removal, and periodic review

We believe that these actions will remediate the material weaknesses,

once management has performed its assessment of our internal controls over financial reporting including the remedial measures described

The weaknesses 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 effectively.

We expect that the remediation of these

material weaknesses will be completed prior to the end of fiscal year 2022.

IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the material weaknesses identified

during the quarter, as of September 30, 2021, 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 year 2021 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.

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.

INHERENT LIMITATIONS ON INTERNAL CONTROLS

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.

No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have

been detected.

Other Information

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 Technology Officer

Chief Revenue Officer

Matthew Schultz

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.

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

as a partner in a public accounting and consulting firm in Henderson, Nevada since June 2013.

Bradford holds a B.S.

in Accounting

and a Masters of Accountancy from Southern Utah University.

From March of 2015 to July 31, 2016, Mr.

Bradford served as a member

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

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,

finance and risk management.

Since July 2015, Ms.

Love served as CFO of P2K Labs, a design, technology, and marketing agency based

in Las Vegas, Nevada.

Prior to 2015, Ms.

Love served in the role of Senior Vice President of Finance at Provident Trust Group for

over two years and as Vice President of Finance and Operations at WorldDoc, Inc.

where she also served as a director.

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

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.

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 Architect for OptiRTC, Inc.

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 ,

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.

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

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’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

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 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:

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

at the time of the bankruptcy or within two years prior to that time;

(2) any conviction

in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type

of business, securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the

SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment

has not been reversed, suspended or vacated.

Committees of the Board

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

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

Officers, directors and

greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a)

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

timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended September 30, 2020:

Name and principal position

Number of late reports

Transactions not timely

Known failures to file a required form

Matthew Schultz, Chairman and Director

Zachary Bradford, Chief Executive Officer

Larry McNeill, Director

Amanda Kabak, Chief Technology Officer

Amer Tadayon, Chief Revenue Officer

Wood, Director

Beynon, Director

Lori Love, Chief Financial Officer

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.

10 – Directors, Executive Officers, and Corporate Governance

required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities

and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

11 – 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, 2020 and 2019.

SUMMARY COMPENSATION TABLE

Name and principal position

Incentive Plan

Zachary Bradford

Matthew Schultz

Anthony Vastola

Narrative Disclosure to the Summary

Compensation Table

Zachary Bradford –Chief

Executive Officer and Director and former Chief Financial Officer

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.

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.

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

with the Consulting agreement executed with Zero Positive, LLC Company issued warrants to purchase 90,000 shares of common stock

at an exercise price of $8.00 per share to Zero Positive.

The warrants were valued at $2,607,096 using the Black Scholes option

pricing model based upon the following assumptions:

term of 10 years, risk free interest rate of 3.05%, a dividend yield of 0%

and volatility rate of 191%.

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, 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 March 12, 2020, the Company terminated

the employment of Anthony Vastola.

During the year ended September 30, 2020, Mr.

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 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

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units

Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Matthew Schultz

Director Compensation

The table below summarizes all compensation

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

DIRECTOR COMPENSATION

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Larry McNeill

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

Beneficially Owned

Directors and named executive officers

Matthew Schultz

Zachary Bradford

Larry McNeill

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 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.

(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

Beneficially Owned

Directors and named executive officers

Matthew Schultz

Zachary Bradford

Larry McNeill

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

of the average of our total assets at year-end for the last two completed fiscal years

($228,670), and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member

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

Principal Accounting Fees

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:

Financial Statements for the

Year Ended September 30

Audit Services

Audit Related Fees

information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

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

information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

13 – Certain Relationships and Related Transactions, and Director Independence

information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

14 – Principal Accounting Fees and Services

information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

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.

The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning

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.

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.

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.

and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019

Purchase Agreement by and between p2klabs, Inc., Amer Tadayon and the Company, dated January 31, 2020

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

of Incorporation, dated October 9, 1987

to Articles of Incorporation, dated October 9, 1987

dated October 15, 1987

Bylaws, dated February 5, 2013

of Change, dated February 26, 2013

of Merger, dated November 14, 2021

of Amendment, dated April 15, 2015

of Designation, dated April 15, 2015

of Change, dated May 6, 2015

of Merger, dated October 31, 2016

of Designation, dated April 16, 2019

of Amendment to Articles of Incorporation, dated August 9, 2019

to Certificate of Designation, dated October 9, 2019

of Change, dated December 4, 2019

of Withdrawal of Series B Preferred Stock Certificate of Designation, dated March 10, 2020

of Amendment to Articles of Incorporation of CleanSpark, Inc., dated October 2, 2020

of Amendment to Articles of Incorporation of CleanSpark, Inc., dated March 16, 2021 .

Amended and Restated Articles of Incorporation of CleanSpark, Inc., dated September 17, 2021

Amended and Restated Bylaws of CleanSpark, Inc., 2017 Incentive Plan, dated September 17, 2021

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

of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor

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

of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor

2017 Equity Incentive Plan

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

and the Investor

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

and the Investor

Non-Competition

and Non-Solicitation Agreement, dated January 22, 2019

Agreement, dated January 22, 2019

Manufacturing Agreement, dated January 22, 2019

of Purchase Agreement, dated April 17, 2019, between the Company and the Investor

Security Agreement dated April 17, 2019

of Understanding, dated as of November 5, 2019

Purchase Agreement, dated as of November 6, 2019

Agreement, dated January 31, 2020

to Transaction Documents, dated as of March 10, 2020

Amendment to Transaction Documents, dated as of March 13, 2020

Venture Agreement, dated as of April 6, 2020

Amendment to Transaction Documents, dated as of May 1, 2020

Note, dated as of May 7, 2020

Amendment to CleanSpark, Inc.

2017 Equity Incentive Plan, dated as of October 7, 2020

of Securities Purchase Agreement, dated July 20, 2020

Partner Agreement, by and between the Company and Sunshine Energy Corp., dated August 6, 2020

Interest Purchase Agreement, dated as of August 31, 2010, by and between the Company, GridFabric, LLC and its sole member, DuPont

Hale Holdings, LLC

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

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

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.

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.

/s/ Zachary Bradford

Bradford, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

and Lori Love, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

and Amanda Kabak, dated October 26, 2020

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

and Amer Tadayon, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

Matthew Schultz, dated October 26, 2020

and Plan of Merger, dated as of February 23, 2021, by and among CleanSpark, Inc., CLSK SWS Merger Sub, Inc., Solar Watt Solutions,

Inc., and the Sellers.

Price Sales and Purchase Agreement between CleanSpark, Inc.

and Bitmain Technologies Limited, dated April 14, 2021

of Hardware Purchase & Sales Agreement

of Future Sales Agreement

of Agreement for Sale of Equipment

to Employment Agreement by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated April 16, 2021

to Employment Agreement by and between CleanSpark, Inc.

and Lori Love, dated April 16, 2021

to Employment Agreement by and between CleanSpark, Inc.

Matthew Schultz, dated April 16, 2021

the Market Offering Agreement, dated June 3, 2021, between CleanSpark, Inc.

Wainwright & Co., LLC

to Amended and Restated Employment Agreement by and between CleanSpark, Inc.

and Amer Tadayon, dated June 9, 2021

by and between ATL Data Centers LLC and Arkhos Property Group Holdings, LLC dated June 5, 2020

Collection Mining Services Agreement, by and between CleanBlok, Inc.

and Coinmint, LLC date July 8, 2021

Agreement, by and between CSRE Properties, LLC and MDRE-Norcross, LLC

Amendment to CleanSpark, Inc.

2017 Incentive Plan, dated September 17, 2021

Services Agreement between CleanBlok, Inc.

and Georgia Power Company, dated October 1, 2021

of Future Sales and Purchase Agreement

Agreement, by and between CleanSpark, Inc.

and ANC Corporate Center & Paseo Verde, LLC, dated August 26, 2021

of Subsidiaries

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.

Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

XBLR Instance Document

XBLR Taxonomy Extension

Schema Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension Label

Linkbase Document

XBRL Taxonomy Extension

Presentation Linkbase Document

XBRL Taxonomy Extension

Definition Linkbase Document

Page Interactive Data File

(formatted as Inline XBRL and contained

in Exhibit 101 attachments)

* These certifications

are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.

and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference

into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in

related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the

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.

management contract or compensatory plan.

of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Zachary Bradford

Chief Executive Officer, Principal Executive Officer and Director

Executive Officer, Principal Executive Officer and Director

December 14, 2021

/s/ Lori Love

Chief Financial Officer, Principal Financial Officer, Principal

Accounting Officer

Financial Officer, Principal Financial Officer, Principal Accounting Officer

December 14, 2021

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

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:

Zachary Bradford

Chief Executive Officer, Principal Executive

Officer and Director

December 16, 2020

/s/ Lori Love

Chief Financial Officer, Principal Financial Officer, Principal

Accounting Officer

Executive Officer, Principal Executive Officer and Director

Financial Officer, Principal Financial Officer, Principal Accounting Officer

December 14, 2021

1 unchanged sentence

Matthew Schultz

Executive Chairman and Chairman of the Board

Chairman and Chairman of the Board

December 14, 2021

/s/ Larry McNeill

Larry McNeill

December 14, 2021

/s/ Roger Beynon

December 14, 2021

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