8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2018

CleanSpark, Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-53498	87-0449945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

70 North Main Street, Ste. 105 Bountiful, Utah	84010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 801-244-4405

___________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

SECTION 7 – Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure

On December 6, 2018, we issued a press release containing a letter to shareholders of our company. The press release is furnished as Exhibit 99.1 herewith.

Our executive officers have several upcoming presentations to representatives of investors and analysts. The officers intend to use the material furnished as Exhibit 99.2 herewith, in whole or in part, as part of those presentations.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

99.1 Press Release, dated December 6, 2018

99.2 Investor Presentation

2

SIGNATURES

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

CleanSpark, Inc.

/s/ Zachary Bradford

Zachary Bradford
Chief Financial Officer

Date: December 10, 2018

3

EX-99.1

CleanSpark Releases Shareholder Update Letter

PR Newswire

SALT LAKE CITY, Dec. 6, 2018

SALT LAKE CITY, Dec. 6, 2018 /PRNewswire/ -- CleanSpark, Inc. (OTC: CLSK), a microgrid company with advanced engineering, software and controls for innovative distributed energy resource management systems, today released a shareholder update letter.

To our Stakeholders;

As this is our first official shareholder letter, I would like to begin by thanking all of you for your continued support.  I am pleased to report to you on our 2018 progress and share our outlook moving forward into 2019.  As we've announced through our Press Releases over the course of the past year, the company has experienced some terrific successes internally that provide the foundation for what is yet to come.  Some of the more exciting developments include:

We executed an agreement for an $18.3 million 'Zero Net Energy' Microgrid with an S&P 500 Member Real Estate Investment Trust (REIT).  The agreement calls for CleanSpark to provide engineering, design and consultation services and follow-on construction work to install a Microgrid designed by our engineering team and utilizing our mVSO software in creating the system design. The completed system will be operated by CleanSpark's patented mPulse enterprise controller.  We believe the system, when complete, will be the largest, most resource diverse zero net energy microgrid ever constructed in North America.  Project completion is planned for mid-2019. 

1

We are nearing construction completion on our $900,000 contract with Bethel-Webcor JV to install a 'turn-key advanced microgrid system' at the U.S. Marine Corps Base Camp Pendleton. The contract has been in direct support of the United States Department of Navy's communication information system (CIS) operations complex. CleanSpark has performed as a sub-contractor to the JV for the design and construction of the microgrid spanning multiple facilities with inter-connectivity at the U.S. Marine Corps Base Camp Pendleton project P-1132.

We utilized our propriety tools to design a microgrid solution for a cannabis facility. Through this process we were able to demonstrate that by employing solar, energy storage, and advanced controls our system can immediately reduce the monthly electricity bill of indoor grow-houses by up to 82%.  mPulse software is capable of virtually eliminating the demand charges that can account for almost 50% of the utility charges for such a facility.  Effectively, we designed a 'best-in-class' solution for the Cannabis market to meet the significant and growing energy demands of the industry. Cannabis projects, including both retail (dispensary) and agricultural (grow) facilities, require a large amount of consistent electricity. According to the California Public Utilities Commission, the cannabis industry accounts for about 3% of the total electricity consumption in the State of California.  We believe that we are strongly positioned to capitalize on this growing opportunity in 2019.

We announced a definitive agreement to acquire Pioneer Custom Electrical Products.    Pioneer 'CEP' is a designer and manufacturer of highly engineered custom electrical equipment, including, but not limited to high and medium voltage switchgear, automatic transfer switches, low and medium voltage control systems, switchboards and panelboards. Since January of 2016, Pioneer CEP has delivered in excess of $32 million in products and currently has a contracted backlog in excess of $5 million.  Upon closing the acquisition of Pioneer CEP, we will secure a specialized, vendor agnostic hardware solution, which, when coupled to our proprietary adaptive controls platform, allows for a simplified business development model, ease of deployment and opportunity for rapid growth.  Traditional 'hardware only' solutions will now have locally controlled, AI honed, cloud-based insights to improve energy-security, cyber-security and economic optimization.  The closing has been further delayed to allow Pioneer CEP to better position the Company for takeover per our closing conditions.  At this time, closing is expected to occur on or before December 31, 2018.

Pioneer CEP announced that it had received a $2.4 million equipment order as part of a contract for the new U.S. Embassy in Beirut, Lebanon which is expected to be fulfilled post-acquisition by CleanSpark. It is anticipated that CleanSpark/Pioneer CEP will be providing medium voltage switchgear, master control panels and other circuit protective equipment as part of the main electrical distribution service (normal and standby) for the facility.  The delivery of the equipment and subsequent billing are anticipated to take place in early 2019.

2

We began launching improvements to CleanSpark's mPulse 2.0 operating system. Our proprietary software and control platform builds upon the successes of our original mPulse platform, which has powered the Camp Pendleton 'Fractal Grid' since 2014.  The mPulse platform was developed with a core focus on security and resiliency for military and critical infrastructure system applications.  The mPulse 2.0 software and control platform's improvements have been designed to also meet the needs of commercial and industrial clients, which demand optimum cost savings and flexibility of operation within a rapidly changing utility and technology landscape. The mPulse software and control platform is capable of virtually eliminating demand charges which, for some users, may account for more than 50% of their monthly utility bill.  The system is also hardware agnostic, which allows our customers to add new technologies to existing renewable energy resources. 

We were ranked as a top 10 Company by Navigant Research on its Microgrid Controls Leaderboard.  We were honored to have been highlighted by Navigant Research as positioned to emerge as a leader in the microgrid market over the next 10 years. Navigant Research has profiled more than 75 companies operating in the microgrid space.  The report based its conclusions on Strategy and Execution with specific focus on Vision, Business Model Innovation, Controls Philosophy, Project Performance, Controls Functionality and Project Portfolio.  CleanSpark ranked number 10 in the top 15 globally, trailing such industry-leading companies as Schweitzer Engineering Laboratories and Schneider Electric, but leading powerhouses General Electric, Lockheed Martin, ABB and Eaton.  The executive summary for the Navigant Research Leaderboard can be found at https://www.navigantresearch.com/research/navigant-research-leaderboard-microgrid-controls.

We were granted two new United States Patents.  The first patent, "Establishing Communication and Power Sharing Links Between Components of a Distributed Energy System, US 9,941, 696 B2," awarded April 10, 2018, is a revolutionary patent that specifically addresses CleanSpark's engineering and data-analytics technologies, processes and procedures.  The patent covers CleanSpark's ability to receive data from a plurality of sources within a microgrid, which is then analyzed to forecast power needs across the microgrid, or a combination of multiple 'fractal' microgrids, and then determining whether or when to share power with the requesting module.  The second Patent, "Parallel Path Downdraft Gasifier Apparatus and Method, US 9,890, 340 B2," awarded February 13, 2018, further enhances our patent portfolio surrounding our proprietary gasification and waste-to-energy technologies. 

3

We announced the launch of mVSO (Microgrid Value Stream Optimizer).  mVSO is a modeling and optimization tool designed to assist in the selection, sizing, interconnection, and dispatch of a wide spectrum of cutting edge DER (Distributed Energy Resource) systems. The Company's mVSO 2.0 delivers flexible system optimization using advanced analytics and big data principles, including mixed-integer linear programming, predictive analytics and parallel computing to provide the ideal mix of distributed energy benefits that our customers care about.  Essentially, we use historical consumption data, current weather data, evolving utility rates, existing energy installations, opportunities for market participation, Investment Tax Credits and extrapolates from this data the optimal system size for an end user based upon their specific needs as it relates to economic optimization, energy resiliency and GHG (Greenhouse gas) reduction.  We expect to make this tool available for customers through software licensing agreements in 2019 through the launch of our cloud-based platform.

We have continued our trend in our 2018 fiscal year of making incremental improvements to our top-line revenue and gross margins when compared to the fiscal year ending 2017.  We do expect reporting, however, significant non-cash losses mainly related to extinguishment of derivatives in our fiscal year ending September 2018. We do not anticipate incurring additional derivative losses in 2019.

With all of these foundational steps complete, we believe that we have positioned our company to take advantage of a remarkable opportunity in the renewable energy sector over the course of the coming years.  As we enter this new era, we believe that our distinct technology portfolio and unique post-acquisition structure give us a basis for rapid growth and penetration into new markets providing unprecedented energy security and cost optimization.  We have structured CleanSpark to be agile and flexible in how it will participate in future energy markets, while operating seamlessly with our stable 'on-site' controls that are continuously updated with cloud-honed AI derived insights and updates keeping our clients' properties operating at maximum efficiency.

When I pause to reflect on just how far CleanSpark has come over the past few years, and how much faster we have begun to grow, I could not possibly be more excited or optimistic about the future, and I am humbled to have had your support along the way.

Warmest Regards,

--Matt

S. Matthew Schultz
Chief Executive Officer
CleanSpark, Inc.

4

About CleanSpark, Inc.
CleanSpark provides advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. Our services consist of intelligent energy monitoring and controls, microgrid design and engineering, microgrid consulting services, and turn-key microgrid implementation services. CleanSpark's software allows energy users to obtain resiliency and economic optimization. Our software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and can be widely implemented across commercial, industrial, military, agricultural and municipal, deployment.

For more information on CleanSpark, please visit http://www.cleanspark.com.

Safe Harbor Statement:
Statements in this press release relating to plans, strategies, testing and operational performance, projections of results of specific activities and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in the Company's filings with the United States Securities and Exchange Commission (the "SEC").  For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact - Investor Relations:
Parker Mitchell
Regal Consulting
(702)742-8991
info@cleanspark.com

5

EX-99.2

O TC : C L S K C O N F ID E N T I A L INVESTOR PRESENTATION TICKER: CLSK December 2018

1

SAFE HARBOR S T A T EME N T Statements in this presentation relating to plans, strategies, testing and operational performance, OTC:CLSK CONFIDENTIAL projections of results of specific activities and other statements that are not descriptions of historical facts may be forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . This release contains "forward - looking statements" that include information relating to future events and future financial and operating performance . The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward looking statements . Forward - looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved . Forward - looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward - looking statements . Important factors that could cause these differences include, but are not limited to : fluctuations in demand for the Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time - to - time in the Company's filings with the United States Securities and Exchange Commission (the "SEC") . For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http : //www . sec . gov . The Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise .

2

INVESTOR HIGHLIGHTS RAPIDLY EXPANDING MARKET The electric grid is getting more distributed, with the distributed energy resource (DER) market expected to grow at a compound rate of 21% (Source: Transparency Market Research; July 2016 ) Distributed energy resources (DER) pose the biggest disruption to the centralized utility business model as sales of DER products are expected to grow 3 to 5 times faster than central grid products (Source: Navigant Research; 3Q 2016 ) TECHNOLOGY LEADERSHIP Engineering, design and software company focused on turnkey microgrid energy solutions at the center of which is our proprietary software platform that enables the integration and optimization of a variety of power generation sources (e.g., solar, batteries, fuel cells, diesel generators) Generation and energy storage agnostic, providing complete flexibility in working with customers on power solutions Offer proprietary electric switchgear products necessary to connect power generation equipment to the grid Switch gear used in our installations and sold to a variety of third parties as standalone or as a complete power package SALES Established sales channels include distributors, developers, EPCs as well as self - development Transitioning from sales development to execution and growth Switchgear product business provides ~$10 million dollars of annual baseline, profitable revenue Sizable and growing backlog under contract of ~$4.5 million for manufacturing in December 2018 and early 2019 Reoccurring customer orders are expected to result in an additional $5+ million in 2019 orders Microgrid backlog stands at ~$18 million OTC:CLSK CONFIDENTIAL

3

1 2 3 Software and Controls Project Development and Engineering Services Hardware Sales OUR BUSINESS SEGMENTS Avg. Margin: 80 - 95% Avg. Margin: 9 - 25% Avg. Margin: 10 - 40% CleanSpark’s Distributed Energy Resource (DER) Solutions Manage Power Flow to Create the Benefits our Customers Care About: BUSINESS SEGMENTS: OTC:CLSK CONFIDENTIAL

4

Patented Intelligent Controls and Analytics SOFTWARE Critical Infrastructure Equipment Transmission & Distribution OUR TECHNOLOGY IS CRITICAL TO THE INTEGRATION OF POWER GENERATION& STORAGE ASSETS CLEANSPARK BRANDS Switch gear Customer Building Software Controller MicroTurbines Fuel Cell Solar Panels OTC:CLSK CONFIDENTIAL

5

Energy Cost avoidance Energy Resiliency CUSTOMER VALUE PROPOSITIONS – WE PROVIDE SOLUTIONS TO MEET OUR CUSTOMERS EXPANDING NEEDS OUR BUSINESS Standardized Plug - and - Play Ecosystem Flexibility for the Future ENABLED BY OUR SOFTWARE Advanced optimization of power systems Enabling Distribution and Isolation Hardware Distributed Generation and Microgrid Equipment INCORPORATED WITH OUR HARDWARE Integrated Power Centers & Custom Switchgear CleanSpark’s Distributed Energy Resource (DER) Software and Control Platform Manages Power Flow to Create the Benefits our Customers Care About 2 Control of Distributed energy assets Critical power protection Revenue Generation Sustainability Power quality 1 OTC:CLSK CONFIDENTIAL

6

OPPORTUNITY THROUGH INTEGRATION SOFTWARE PARALLELING SWITCHGEAR Integrated strategy Pioneer Custom Electric Products (PCEP) was recently awarded a contract to build a $2.3 million parallel switchgear project with integrated energy monitoring software for a foreign embassy. CleanSpark can now provide this software on future switchgear projects turning costs into REVENUE resulting in a boost to gross margin on equipment sales from approximately 7 - 12% to 20 - 25%. OTC:CLSK CONFIDENTIAL

7

O TC : C L S K C O N F ID E N T I A L A GROWING ECOSYSTEM OF PARTNERS CREATING REVENUE GROWTH CHANNELS TO MARKET DEVELOPERS& ENGINEERING,PROCUREMENT,ANDCONSTRUCTION DISTRIBUTORS ENERGYSTORAGEVENDORS Strong foundation of trusted relationships cultivating an ecosystem of deal - flow SELF - DEVELOPMENT Supported by direct engagement with Customers with repeat business opportunities REITSANDPORTFOLIOPROPERTYOWNERS MILITARYANDGOVERNMENT

8

EQUIPMENT CUSTOMER SEGMENTS BACKUP GENERATION PARALLELING SWITCHGEAR INTEGRATED POWER CENTER Multi - year relationship First order 6/2016 $5mm annualized sales Systems provided power through Hurricane Harvey Deployed on Multiple US Embassies Expected 10 year deal flow Most recent project $2.3mm in revenue Fully contained power centers engineering for users specific needs High - dollar value orders with repeat customers OTC:CLSK CONFIDENTIAL

9

SOFTWARE AND MICROGRID CUSTOMER SEGMENTS TURNKEY MICROGRID DESIGN, ENGINEERING AND DEVELOPMENT SERVICES Portfolio strategy – full property portfolio was analyzed and ranked for ability to economically optimize power Cost avoidance is key driver Economically optimized solutions designed by CleanSpark under an engineering services agreement Software paired with DER assets allows REITs to turn power from an expense to revenue Military contractor since 2014 Currently executing on $900,000 turn - key microgrid at USMC base Camp Pendleton System supports mission critical data - center Designed remote deployment microgrid solution for USMC (pending implementation) OTC:CLSK CONFIDENTIAL

10

SOFTWARE AND MICROGRID PRODUCTS CLEANSPARK OFFERS A FULL SUITE OF POWER MANAGEMENT SOFTWARE FROM MODELING TO ACTIVE CONTROLS mVSO delivers the answers needed to make confident energy investment decisions mPulse™ intelligently manages and optimizes energy assets to maximize benefits through machine learning mPulse ™ orchestrates the operation of energy assets in coordination with electric loads and the utility to maximize energy savings, revenue, reduce CO 2 and secure critical loads mVSO™ Microgrid Value Stream Optimizer Modeling and Design Software mVSO™ supports strategic decision making in energy projects, pinpoints opportunities throughout diverse energy markets, tests business models and performance under various regulatory constraints mPULSE™ Enterprise Control and Monitoring software OTC:CLSK CONFIDENTIAL

11

MICROGRID VALUE STREAM OPTIMIZER Delivering the answers needed to make confident energy investment decisions. OTC:CLSK CONFIDENTIAL

12

PATENTED FORECASTING – M PULSE TM CLEANSPARK ENABLES CUSTOMERS TO MANAGE POWER FLOW AND CREATE POSITIVE OUTCOMES mPulse™ Secures our Customers Cash - Flows mPulse™ is built with a forward - looking design meant to mirror evolving regional energy markets by running a virtual market at each multi - DER (Distributed Energy Resource) microgrid it controls Multi - DER deployments self - optimize Real - time power source decision making based on forecasted power system needs ensures the system is ready to perform the highest value functions when needed System can be easily expanded in a modular fashion as technology evolves and new opportunities arise, future proofing customer investments while creating upsell opportunities for Cleanspark OTC:CLSK CONFIDENTIAL

13

_ $1 _ $.3 million dollar rvlicrogrid . . Optimized in fl7V?O . c 1 _ n 9 Poweret j b Y CleanSpar k 1 s mPulse Platfqrm, . Ex p ecte d _ . . .. Comp .. letioh Augqst _ 2019 CONFIDENTIAL Powered by SPAr<K www.cleanspalk.com

14

Cost reductions in Solar Modules and energy storage is changing the energy market COST REDUCTION TECHNOLOGY IMPROVEMENTS OPPORTUNITY COST REDUCTIONS AND TECHNOLOGY SUPPORT MICROGRIDS OTC:CLSK CONFIDENTIAL

15

DISTRIBUTED ENERGY MARKET GROWTH ENERGY STORAGE MARKET WILLLEAD GROWTH The US energy storage behind - the - meter market grew 79 % year - over - year in 2017 ( GTM Research 2018 ) Bloomberg New Energy Finance forecasts the global energy storage market will “double six times” from 2017 to 2030. THE GLOBAL MARKET FOR DER PRODUCTS AND SERVICES WILL GENERATE 1.3 BILLION ANNUALLY IN NEW REVENUE OPPORTUNITIES GLOBALLY (NAVIGANT) 60% of our equipment is deployed on distributed energy projects, but we believe we are insulated from most technology adoption risk as we can enable optimal performance of any power gen technology OTC:CLSK CONFIDENTIAL

16

MICROGRID CONTROLS MARKET SIZING O BUSINESS PRESENTTAI N DESIGN GLOBAL MARKET Roughly $500 million was invested into controls technology in 2017 and that figure is expected to increase annually to over $2 billion in 2026. OTC:CLSK CONFIDENTIAL

17

MICROGRID MARKET TRENDS 18 $9 . 8 $12 .2 $15 . 9 $19.8 $25 . 8 $32 . 3 $40 . 7 $10 $0 $20 $30 $40 $50 2016 2017 2018 2019 2020 Total Global Microgrid Revenue ($ in billions) 201 4 2015 Source: Navigant Consulting CAGR: 27% Global Microgrid Market: Estimated $9.8 billion in 2014 and projected to exceed $40 billion by 2020 OTC:CLSK CONFIDENTIAL Microgrid Enabling Technologies (MET): Worldwide investment in Microgrid Enabling Technologies is estimated at $155 billion from 2014 through 2023

18

SWITCH GEAR MARKET SIZING GLOBAL MARKET It is projected that $1.17 billion will be invested into parallel switchgear in 2018, and by 2023, the market should exceed $1.5 billion. Source: Researchandmarkets.com 2 0 18 2 0 19 2 0 20 2 0 21 2 0 22 2 0 23 $ 1. 55 $ 1 . 20 $ 1 . 00 $ 0 . 80 $ 0 . 60 $ 0 . 40 $ 0 . 20 $ - $ 1 . 80 $ 1 . 60 $ 1 . 40 Switch Gear Global Market Trends (Based on historical growth rates) $1.17 $1.24 Parallel switch gear OTC:CLSK CONFIDENTIAL $ 1. 3 1 $ 1. 3 9 $ 1. 47 Linear (Parallel switch gear) Parallel switch gear ($ in Billions) • Historical Global compound growth rate of 5.82% expected over the next 5 years • We expect the increase in distributed energy resource deployments to lead to an increase in this growth rate significantly over the next 10 years

19

Microgrid Controller Leaderboard Published Q2/2018 CleanSpark’s vision, forward thinking and execution earns it a place amongst the largest players in the industry while remaining vendor agnostic. “All 15 companies are positioned to emerge as leaders in the next 10 years.” OTC:CLSK CONFIDENTIAL INDUSTRY VALIDATION

20

O TC : C L S K C O N F ID E N T I A L We’re thankful to be of service. OUR CUSTOMERS ARE OUR MEGAPHONE

21

A PP EN D I X OTC:CLSK CONFIDENTIAL

22

EXPERIENCED MANAGEMENT TEAM 23 Chief Executive Officer S. Matthew Schultz Mr. Schultz, Chief Executive Officer, has been involved in many capacities with several publicly traded companies. Most recently, 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 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. 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. President, Chief Financial Officer Zachary K. Bradford Mr. Bradford, President and Chief Financial Officer, is a licensed Certified Public Accountant, Certified Global Management Accountant and a member of the American Institute of Certified Public Accountants. He has served as the managing partner of a public accounting and consulting firm in Henderson, Nevada since 2013 and has acted as a CFO, member of the board of directors and as an advisor for several high growth companies in both the public and private sectors. Mr. Bradford holds a B.S. in Accounting and a Masters of Accountancy from Southern Utah University. Chief Operating Officer Bryan Huber Bryan 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, project management, quality assurance, and project commissioning. In addition, Mr. Huber brings with him a core competency within renewable energy Independent Power Producer deal structuring, design, forecasting, financial modeling, incentive monetization, and deployment. As a Co - Founder of CleanSpark, he continues to be integrally involved in technology development, and operation of CleanSpark’s Energy Operating Platform. Mr. Huber holds a B.S. in Construction Engineering & Management from Purdue University and 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. OTC:CLSK CONFIDENTIAL

23

O TC : C L S K C O N F ID E N T I A L COMBINED ENTERPRISE INCREASES STRENGTH IN MARKET STRATEGIC MARKET LEVERAGE The acquisition of Pioneer CPI has added the value needed to push CleanSpark into a strategic position as a market leader after the independent Navigant microgrid controller leaderboard study. STRATEGY EXECUTION

24

FINANCIAL STATEMENT OTC:CLSK CONFIDENTIAL Balance Sheet Q4 2017 Q1 2018 Q2 2018 Q3 2018 September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 ASSETS Current assets Cash 57,128 41,912 172,222 17,481 Accounts receivable 41,947 26,400 55,230 34,022 Deposits - current - 33,392 338,999 9,325 Prepaid expense 29,556 27 , 65 3 509 , 85 6 52 , 25 3 Total current assets 128,631 129,357 1,076,307 113,081 Flexpower system 13,396,574 12,930,675 9,157,960 8,988,166 Goodwill 4,919,858 4,919,858 4,919,858 4,919,858 Microgrid Assets - - - - Intangible assets 2,216,556 2,150,947 5,513,749 5,317,335 Fixed Assets 125,441 114,049 112,797 99,248 Deposits - long term 5742 - - - Total assets 20,792,802 20 , 244 , 88 6 20 , 780 , 67 1 19 , 437 , 68 8 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities 143,225 168,674 318,878 163,628 Convertible note payable - - 9,778 120,999 Derivative liability - - 248,950 17,704,028 Customer deposits 16,000 18,000 16,000 15,000 Due to related parties 61,021 130,134 210,712 270,772 Loan from related party 73,333 53,333 177,433 232,993 Loans 7,712 117 , 50 0 277 , 45 7 285 , 21 4 Total current liabilities 301,291 487,641 1,259,208 18,792,634 Loans 150,000 300,000 300,000 300,000 Total liabilities 451,291 787 , 64 1 1 , 559 , 20 8 19 , 092 , 63 4 Stockholders' equity (deficit) Common stock 33,409 33,608 34,489 34,919 Preferred stock 1,000 1,000 1,000 1,000 Additional paid - in capital 40,240,468 40,412,518 41,300,597 28,781,788 Accumulated earnings (deficit) (19,933,366) (20 , 989 , 881 ) (22 , 114 , 623 ) (28 , 472 , 653 ) Total stockholders' equity (deficit) 20,341,511 19 , 457 , 24 5 19 , 221 , 46 3 345 , 05 4 Total liabilities and stockholders' equity (deficit) 20,792,802 20 , 244 , 88 6 20 , 780 , 67 1 19 , 437 , 68 8

25

FINANCIAL STATEMENT OTC:CLSK CONFIDENTIAL Income Statement For the Three Months Ended Q4 2017 Q1 2018 Q2 2018 Q3 2018 September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 Revenues 447,963 18,080 120,265 328,586 Cost of revenues 296,295 6,468 77,277 288,400 Gross profit 151,668 11,612 42,988 40,186 Operating expenses Professional fees 1,016,934 155,001 331,891 364,863 Payroll expenses 264,063 258,198 107,775 128,604 Product development - 357,345 329,274 Research and development 591 2,315 646 3,880 General and administrative expenses 365,819 75,942 64,566 58,541 Depreciation and amortization 3,318,340 560,540 207,519 209,963 Total operating expenses 4,965,747 1,051,996 1,069,742 1,095,125 Loss from operations (4,814,079) (1,040,384) (1,026,754) (1,054,939) Other income (expense) Loss on settlement of debt (117,414) - - (41,092) Impairment expense (8,551,321) Interest expense (2,895) (16,131) (64,700) (4,689,126) Loss on derivative liability - - (33,288) (368,690) Gain (Loss) on disposal of assets (12,817) - - - Total other income (expense) (8,684,447) (16,131) (97,988) (5,098,908) Net income (loss) (13,498,526) (1,056,515) (1,124,742) (6,153,847) Basic income (loss) per common share (0.42) (0.03) (0.04) (0.18) Basic weighted average common shares outstanding 32,182,107 33,500,391 33,766,781 34,864,997

26