UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2017
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________  to __________
Commission File Number: 000-53498

 

CleanSpark, Inc.

(Exact name of Registrant as specified in its charter)

 

Nevada	87-0449945
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

70 North Main Street, Ste. 105 Bountiful, Utah 84010

(Address of principal executive offices)

 

(801) 244-4405

(Registrant’s telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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

[X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

 

[  ] Large accelerated filer	[  ] Accelerated filer
[  ] Non-accelerated filer	[X] Smaller reporting company
	[  ] 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. [ ]

 

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

Yes [ ] No [X]

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 34,018,869 shares as of February 13, 2018

 

 

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosure	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.     Financial Statements

 

Our consolidated financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of December 31, 2017 (unaudited) and September 30, 2017;

 

F-2	Consolidated Statements of Operations for the three months ended December 31, 2017 and 2016 (unaudited);

 

F-3	Consolidated Statements of Cash Flow for the three months ended December 31, 2017 and 2016 (unaudited);

 

F-4	Notes to Consolidated Financial Statements.

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended December 31, 2017 are not necessarily indicative of the results that can be expected for the full year.

 

 

 CLEANSPARK, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		December 31, 2017			September 30, 2017
ASSETS
Current assets
Cash		$	41,912		$	57,128
Accounts receivable			26,400			41,947
Deposits-current			33,392			—
Prepaid expense			27,653			29,556
Total current assets			129,357			128,631
Flexpower system			12,930,675			13,396,574
Goodwill			4,919,858			4,919,858
Microgrid Assets			—			—
Intangible assets			2,150,947			2,216,556
Fixed Assets			114,049			125,441
Deposits- long term			—			5,742
Total assets			20,244,886			20,792,802
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	168,674		$	143,225
Customer deposits			18,000			16,000
Due to related parties			130,134			61,021
Loan from related party			53,333			73,333
Loans			117,500			7,712
Total current liabilities			487,641			301,291
Loans			300,000			150,000
Total liabilities			787,641			451,291
Stockholders' equity (deficit)
Common stock; $0.001 par value; 100,000,000 shares authorized; 33,608,894 and 33,409,471 shares issued and outstanding as of December  31, 2017 and  September 30, 2017, respectively			33,608			33,409
Preferred stock;  $0.001 par value; 10,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of  December 31, 2017 and September 30, 2017, respectively			1,000			1,000
Additional paid-in capital			40,412,518			40,240,468
Accumulated earnings (deficit)			(20,989,881)			(19,933,366)
Total stockholders' equity (deficit)			19,457,245			20,341,511
Total liabilities and stockholders' equity (deficit)		$	20,244,886		$	20,792,802

 

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

 

 

 CLEANSPARK, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

		For the Three Months Ended
		December 31, 2017			December 31, 2016
Revenues		$	18,080		$	83,884
Cost of revenues			6,468			17,974
Gross profit			11,612			65,910
Operating expenses
Professional fees			155,001			289,344
Payroll expenses			258,198			—
Research and development			2,315			368
General and administrative expenses			75,942			67,265
Depreciation and amortization			560,540			488,758
Total operating expenses			1,051,996			845,735
Loss from operations			(1,040,384)			(779,825)
Other income (expense)
Interest expense			(16,131)			—
Gain (Loss) on disposal of assets			—			(12,817)
Total other income (expense)			(16,131)			(12,817)
Net income (loss)		$	(1,056,515)		$	(792,642)
Basic income (loss) per common share		$	(0.03)		$	(0.03)
Basic weighted average common shares outstanding			33,500,391			29,725,302

 

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

 

 

 CLEANSPARK, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

		For the Three Months Ended
		December 31, 2017			December 31, 2016
Cash Flows from Operating Activities
Net loss		$	(1,056,515)		$	(792,642)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock based consulting			24,749			41,518
Depreciation and amortization			560,540			488,758
Changes in assets and liabilities
(Increase) decrease in prepaid expense			1,903			(22,008)
(Increase) decrease in deposits			(27,650)			(5,742)
Decrease (increase) in accounts receivable			15,547			(18,012)
Increase in shareholder receivable			—			4,020
Increase in customer deposits			2,000			21,650
Increase (decrease) in accounts payable			25,449			(24,786)
Increase (decrease) in accounts payable related party			69,113			27,581
Net cash from operating activities			(384,864)			(279,663)
Cash Flows from investing
Purchase of intangible assets			(2,907)			(19,387)
Purchase of fixed assets			(2,183)			32,634
Investment in Flexpower system			(12,550)			(17,643)
Loss on disposal of fized assets			—			(12,817)
Net cash used in investing activities			(17,640)			(17,213)
Cash Flows from Financing Activities
Payments on short-term loans			(15,212)			(2,261)
Proceeds from short term notes			125,000			—
Proceeds from exercise of warrants			10,000			—
Payments on related party debt			(20,000)			—
Proceeds from long term loans			150,000			—
Proceeds from issuance of common stock			137,500			68,000
Net cash from financing activities			387,288			65,739
Net increase (decrease) in Cash			(15,216)			(231,137)
Beginning cash balance			57,128			436,529
Ending cash balance		$	41,912		$	205,392
Supplemental disclosure of cash flow information
Cash paid for interest		$	11,280		$	—
Cash paid for tax		$	—		$	—
Non-Cash investing and financing transactions
Cashless exercise of options		$	—		$	4,399
Options and warrants for services		$	24,749		$	—

  

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

 

 

CLEANSPARK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 
1. ORGANIZATION AND LINE OF BUSINESS

 

Organization

CleanSpark, Inc. (the "Company") was incorporated in the state of Nevada on October 15, 1987 as SmartData Corporation. SmartData conducted a 504-public offering in the State of Nevada in December 1987 and began trading publicly in January 1988. Due to a series of unfortunate events, including the untimely death of the founding CEO, SmartData discontinued active business operations in 1992.

 

On March 25, 2014, the Company entered into an Asset and Intellectual Property Purchase Agreement pursuant to which the Company acquired: (i) all Intellectual Property rights, title and interest in Patent # 8,105,401 'Parallel Path, Downdraft Gasifier Apparatus and Method' and Patent # 8,518,133 'Parallel Path, Downdraft Gasifier Apparatus and Method' and (ii) all of the Property rights, title and interest in a 32 inch Downdraft Gasifier ("Gasifier”) and (iii) assumed of $156,900 in liabilities.

 

In December 2014, the Company changed its name to Stratean Inc. through a short-form merger in order to better reflect the new business plan.

 

On July 1, 2016, the Company entered into an Asset Purchase Agreement, as amended (the “Purchase Agreement”), with CleanSpark Holdings LLC, CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (together, the “Seller”). Pursuant to the Purchase Agreement, the Company acquired CleanSpark, LLC and all the assets related to Seller and its line of business and assumed $200,000 in liabilities.

 

In October 2016, the Company changed its name to CleanSpark, Inc. through a short-form merger in order to better reflect the brand identity.

 

Line of Business

Through the acquisition of CleanSpark, LLC, the Company provides microgrid solutions to military, commercial and residential properties.

 

The services offered consist of turn-key microgrid implementation services, microgrid design and engineering, project development consulting services and solar photovoltaic installation and consulting. The work is performed under fixed price bid contracts, and negotiated price contracts. The Company performed all of its work in California during 2017.

 

The Company also continues to pursue the development of its gasification technologies for commercial deployment. The Company has been granted multiple patents protecting what it believes to be a breakthrough design for the next generation in waste-to-energy technology. The increased efficiency compared to existing solutions results in a significantly lower cost per watt of electricity produced. The Company has completed a commercial prototype and has completed preliminary testing and it is currently working with its manufacturing partners to improve durability and efficiency. Upon completion of product development, the Company intends to deploy its gasification solutions to the Company’s pipeline of commercial microgrid customers in order maximize the conversion of its customer waste streams into electricity.

 

2. BASIS OF PRESENTATION AND GOING CONCERN

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

 

Going concern – The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $20,989,881 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

 3. SUMMARY OF SIGNIFICANT POLICIES

 

This summary of significant accounting policies of CleanSpark Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements.

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, and CleanSpark, II, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities.

 

Use of estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition – The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the quarters ended December 31, 2017 and 2016, the Company reported revenues of $18,080 and $83,884, respectively.

 

Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined.

 

 

Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known.  Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

The Asset, “Costs in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. At December 31, 2017 and September 31, 2017, the costs in excess of billings balance were $0 and $0, and the billings in excess of costs balance were $0 and $0, respectively.

 

Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts.  Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract.  General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $0 and $0 were included in the balance of trade accounts receivable as of December 31, 2017 and September 30, 2017, respectively.

 

Accounts Receivable – Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $0 and $0 at December 31, 2017, and September 30, 2017, respectively.

 

Cash and cash equivalents – For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $41,912 and $57,128 in cash and cash equivalents as of December 31, 2017 and September 30, 2017, respectively.

 

Concentration Risk

At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2017, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

 

Fair Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

  

Warranty Liability – The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business.  Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases.  The Company’s manufacturers and service providers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement parts.  Warranty costs and associated liabilities for the periods ended December 31, 2017 and September 30, 2017 were $0 and $0, respectively.

 

Stock-based compensation – The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation,” which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. On June 9, 2017, the Company implemented an employee stock based compensation plan and since inception of the plan has issued 17,776 options to purchase shares of the Company’s common stock under this plan as of December 31, 2017. The options were granted at quoted market prices and are exercisable between $2.44 to $3.45 per share.

 

Non-Employee Stock Based Compensation – The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

Earnings (loss) per share – The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

Long-lived Assets – In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ended December 31, 2017 and 2016 the Company recorded an impairment expense of $0 and $0, respectively.

 

Indefinite Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

 

 

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2017, and determined there was no impairment of indefinite lived intangibles and goodwill.

 

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

 

Income taxes – The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 

 

Segment Reporting – Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business.

 

Recently Issued Accounting Pronouncements –The Company has evaluated the all recent accounting pronouncements through ASU 2018-01, and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. 

 

4. PREPAID EXPENSES

 

Prepaid expenses consist of the following as of December 31, 2017 and September 30, 2017:

 

		December 31, 2017			September 30, 2017
Prepaid compensation		$	4,675		$	5,241
Prepaid professional fees			2,500			2,500
Prepaid rents			—			—
Prepaid dues and subscriptions			13,002			4,696
Prepaid insurance and bonds			7,476			17,119
Total prepaid expenses		$	27,653		$	29,556

 

5. FLEXPOWER SYSTEM ASSETS

 

A microgrid is comprised of any number of generation, energy storage, and smart distribution assets that serve single or multiple loads, both connected to the grid and islanded. Our FlexPower system assets are composed of our mPulse integrated microgrid control platform(“mPulse”), Dynamic Network Analysis (“DNA”) and propriety engineering methods which together seamlessly integrates energy generation with energy storage devices and controls facility loads to provide energy optimization and security in real time. Systems utilizing our FlexPower technologies are able to interoperate with the local utility grid and allows users the ability to obtain the most cost-effective power for a facility. Our FlexPower system technologies are ideal for microgrid systems for the commercial, industrial, mining, defense, campus and community users ranging from 4 kw to 100 MW and beyond and Microgrids utilizing the FlexPower system technologies are capable of delivering power at or below the current cost of utility power.

 

 

Proprietary software

mPulse

mPulse is a modular platform that enables fine-grained control of a Microgrid based on customer operational goals, equipment and forecasts of load and generation. mPulse performs high-frequency calculations, threshold-based alarming, execution of domain-specific business rules, internal and external health monitoring, historical data persistence, and system-to-operator notifications. The modular design increases system flexibility and extensibility. In addition, the deployment of the mPulse system follows a security-conscious posture by deploying hardware-based firewalls as well as encryption across communication channels. mPulse allows configuration for site-specific equipment and operation and provides a clean, informative user interface to allow customers to monitor and analyze the data streams that describe how their microgrid is operating.

 

mPulse supports CleanSpark’s innovative fractal approach to microgrid design, which enables multiple microgrids on a single site to interact in a number of different ways, including as peers, in a parent-child relationship, and in parallel or completely disconnected. Each grid can have different operational objectives, and those operational objectives can change over time. Any microgrid can be islanded from the rest of the microgrid as well as the larger utility grid. The mPulse software can control the workflow required in both the islanding steps as well as the reconnecting steps of this maneuver and coordinate connected equipment such that connections are only made when it is safe to do so. The mPulse software has proven to be robust and reliable, operating successfully at the Camp Pendleton FractalGrid installation continuously for over 3 years with minimal maintenance and support required.

 

Dynamic Network Analysis

The Dynamic Network Analysis (DNA) tool provides a robust microgrid modeling solution. DNA takes utility rate data and load data for a customer site and helps automate the sizing and analysis of potential microgrid solutions as well as providing a financial analysis around each grid configuration. DNA uses historical weather data to generate projected energy generation from PV arrays and models how storage responds to varying operational modes and command logics based upon predicted generation and load curves. DNA analysis multiple equipment combinations and operation situation to determine the optimal grid configuration for a site based on the financials, equipment outlay, utility cost savings, etc., to arrive at payback and IRR values. This ultimately provides us with data to design a microgrid that will meet the customers’ performance benchmarks.

 

Planned improvements

On September 27, 2017, the Company launched its development of mPulse 2.0 and DNA 2.0. These improvements are being built into our existing software platforms and add significant improvements, which focus on positioning, integration, focus and quality, as outlined below.

 

Positioning

When mPulse originally was developed, a main focus of the platform and the industry was resiliency of microgrid operation, specifically in military contexts. Since that time, the microgrid landscape has continued to evolve, and there is growing opportunity within the commercial and industrial space as the markets in these spaces desire microgrids capable of obtaining the highest economic advantage.

 

Further, this growing focus on economic advantage is in line with the continued market evolution toward an open energy market at regional levels. CleanSpark wants to be well positioned to enter into this market at each step of its availability, from responding to demand response requests all the way through participating in ancillary grid service markets and fully open transactive energy markets as regulation matures. To position ourselves, the mPulse platform operation is being improved to mirror the predicted energy market progression by implementing internal markets at each level of the system. In these internal markets, energy producing assets are modeled as sellers, and energy consuming assets are modeled as buyers, with the market playing matchmaker between the two and virtually “selling” available energy to the highest bidder, thereby satisfying the energy loads at the highest economic advantage for both participants at any given moment.

 

The internal energy market running at our customers’ sites will take daily feeds of production and load forecasts from the platform to set up the daily market parameters, then ingest a stream of current positions of both buyers and sellers as well as their individual pricing information, which is calculated based on the details of the energy rate under which those consumers operate. Consumers bid into the market along the schedule of the specific rate structure under which those loads operate, with bids including the calculated value of energy and power based on that rate and the predicted total use and power profile during the time period of that bid. Based on the predicted generation profile and the other active bids currently being satisfied, the market either fills or cannot fill the newly received bid, and based on the market’s feedback, the consumer’s operation mode and setpoint will change, which will determine the actual control commands sent to related equipment.

 

 

This market scenario is mirrored at every level, from an individual node potentially consisting of only one producer and one consumer (power source and meter, respectively), to a higher-level node, in which other nodes participate as either net producers or net consumers, to the site level, and even up to regional level, where sites may participate in the market directly. At each level, details of the level below are aggregated and abstracted away, so each level operates in a simple and self-similar way, mirroring the physical construction of the FractalGrid. These markets shine in optimization scenarios, especially around times of just enough supply or even slight scarcity, which are expected to allow CleanSpark to reap the maximum economic value for our customers even in the case of undersized grids. In addition, this flexibility allows for ease of integration for new market participants at each level as regulation matures to support further Demand Response programs, ancillary service markets, and eventually peer-to-peer transactive energy.

 

Integration

While DNA has been invaluable in evaluating sites for potential solutions and then creating detailed proposals for those sites, it currently exists as a siloed application. The two tools will be integrated and share fundamental portions of the platform, which will enable increased consistency, performance, feedback and overall system improvements.

 

At its root, DNA is a simulation platform that models the interactions of generation, load, and storage. This simulation uses customer-supplied or CleanSpark-derived load data, generation forecasts, and modeled storage behavior to take a virtual site step by step through a time period with different operation and equipment scenarios. Ultimately, this gives us data to produce a proposal and performance benchmarks that we may be obligated to meet during actual site operation. In order to maximize the probability of meeting those performance obligations, we will use the very same operational logic within the virtual site simulation, which will enable us to embed the economic optimization market functionality within our proposal tool. This not only will help ensure our ability to produce the results we predict, it will also help us understand the maximum value our system can provide to the customer from the start, which may increase the number of opportunities open to us to pursue, unlocking more business.

 

By integrating the architectural patterns and cloud operating platform of DNA and mPulse we will increase performance of both tools, which will enable us to run large numbers of simulation scenarios in parallel, increasing our analysis throughput. The elastic nature of the cloud will facilitate our storing much more data which includes both information used as inputs to DNA simulations as well as the simulation results. This data will quickly grow into a wealth of data that will enable feedback into the model as well as continuous refinement of the parameters that define optimal sites we should pursue, allowing us to target our business development efforts.

 

Focus

For mPulse 2.0, we are focusing on furthering the development of the economic optimization logic in the platform, including an increased push toward deep learning algorithms and more effective forecasting both on solar generation and facility load.

 

Quality

We employ a quality-first mindset in all aspects of our software design. From a software architecture point of view, this translates in designing for the maintainability, extensibility, scalability, availability, accessibility, and deployability of the system.

 

These planned improvements paired with our design and engineering methods and experience should help keep CleanSpark on the cutting edge of the microgrid industry. The Company plans to make an initial release of both mPulse 2.0 and DNA 2.0 available to customers in the Company’s third fiscal quarter of 2018.

 

The FlexPower system consists of the following as of December 31, 2017 and September 30, 2017:

 

		December 31, 2017			September 30, 2017
DNA software		$	4,663,513		$	4,663,513
MPulse software			5,935,747			5,923,197
Engineering trade secrets			4,020,269			4,020,269
Less: accumulated amortization			(1,688,854)			(1,210,405)
Intangible assets, net		$	12,930,675		$	13,396,574

 

Amortization expense for the three months ended December 31, 2017 and 2016 was $478,449 and $335,573, respectively.

 

 

6. INTANGIBLE AND OTHER ASSETS

 

Intangible assets consist of the following as of December 31, 2017 and September 30, 2017:

 

		December 31, 2017			September 30, 2017
Patents		$	92,380		$	89,473
Websites			14,532			14,532
Brand and Client lists			2,497,472			2,497,472
Trademarks			5,928			5,928
Software			26,990			26,990
Less: accumulated amortization			(486,355)			(417,839)
Intangible assets, net		$	2,150,947		$	2,216,566

 

Amortization expense for the three months ended December 31, 2017 and 2016 was $68,516 and $68,832, respectively.

 

7. FIXED ASSETS

 

Fixed assets consist of the following as of December 31, 2017 and September 30, 2017:

 

		December 31, 2017			September 30, 2017
Machinery and equipment		$	133,061		$	133,061
Furniture and fixtures			76,576			74,393
Total			209,637			207,454
Less: accumulated depreciation			(95,588)			(82,013)
Fixed assets, net		$	114,049		$	125,441

 

Depreciation expense for the three months ended December 31, 2017 and 2016 was $13,575 and $26,220, respectively.

 

8. LOANS

 

On September 5, 2017, the Company executed a 9% secured promissory note with a face value of $150,000 with an investor. Under the terms of the promissory note the Company received $150,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. The note is secured by 150,000 shares which are held in escrow and would be issued to the note holder only in the case of an uncured default. As of December 31, 2017, The Company owed $150,000 in principal and $1,152 in accrued interested under the terms of the agreement and recorded interest expense of $3,402 for the three months ending December 31, 2017.

On October 6, 2017, the Company executed a 58.3 % promissory note with a face value of $45,000 with a financial institution. Under the terms of the promissory note the Company received $45,000 and agreed to repay the note evenly over 12 months. As of December 31, 2017, The Company owed $37,500 in principal and $1,913 in accrued interested under the terms of the agreement and recorded interest expense of $5,738 for the three months ending December 31, 2017.

On November 20, 2017, the Company executed a 10% secured promissory note with a face value of $80,000 with an investor. Under the terms of the promissory note the Company received $80,000 and agreed to make monthly interest payments and repay the note principal 12 months from the date of issuance. As of December 31, 2017, The Company owed $80,000 in principal and $680 in accrued interested under the terms of the agreement and recorded interest expense of $899 for the three months ending December 31, 2017.

On November 11, 2017, the Company executed a 10% secured promissory note with a face value of $100,000 with an investor. Under the terms of the promissory note the Company received $100,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. The note is secured by 100,000 shares which would be issued to the note holder only in the case of an uncured default. As of December 31, 2017, The Company owed $100,000 in principal and $1,452 in accrued interested under the terms of the agreement and recorded interest expense of $1,452 for the three months ending December 31, 2017.

On December 5, 2017, the Company executed a 9% secured promissory note with a face value of $50,000 with an investor. Under the terms of the promissory note the Company received $50,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. The note is secured by 50,000 shares which would be issued to the note holder only in the case of an uncured default. As of December 31, 2017, The Company owed $50,000 in principal and $321 in accrued interested under the terms of the agreement and recorded interest expense of $321 for the three months ending December 31, 2017.

 

9. RELATED PARTY TRANSACTIONS

 

The Company has a consulting agreement with Matthew Schultz, our Chief Executive Officer, for management services. In accordance with this agreement, as amended, Mr. Schultz provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Schultz for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ending December 31, 2017 and 2016, Mr. Schultz earned $48,163 and $45,000, respectively, in accordance with this agreement. During the three months ending December 31, 2017, Mr. Schultz allowed the Company to defer $42,973 as accrued compensation. As of December 31, 2017, the Company owed Mr. Schultz $42,973 in deferred compensation and reimbursable expenses.

 

The Company has a consulting agreement with Zachary Bradford, our Chief Financial Officer, for management services. In accordance with this agreement, as amended, Mr. Bradford provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Bradford for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ending December 31, 2017 and 2016, Mr. Bradford earned $48,163 and $45,000, respectively, in accordance with this agreement. During the three months ending December 31, 2017, Mr. Bradford allowed the Company to defer $48,163 as accrued compensation. As of December 31, 2017, the Company owed Mr. Bradford $65,016 in deferred compensation and reimbursable expenses.

On August 13, 2017, the Company executed a 15% promissory note with a face value of $80,000 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory note the Company received $80,000 and agreed to repay the note evenly over 12 months. As of December 31, 2017, Company’s owed $53,333 in principal and $600 in accrued interested under the terms of the agreement.

The Company has a consulting agreement with Bryan Huber, our Chief Operations Officer, for management services. In accordance with this agreement, as amended, Mr. Huber provides services to us in exchange for $117,000 in compensation for services plus a $500 medical insurance stipend and a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Huber for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ending December 31, 2017 and 2016, Mr. Huber earned $30,913 and $26,000, respectively, in accordance with this agreement. During the three months ending December 31, 2017, Mr. Huber allowed the Company to defer $2,451 as accrued compensation. As of December 31, 2017, the Company owed Mr. Huber $8,701 in deferred compensation and reimbursable expenses.

 

On March 10, 2017, the Company entered into a consulting agreement with Adam Maher, its Senior Vice President, for management and business development services. In accordance with this agreement, Mr. Maher provides services to the Company in exchange for $120,000 per year, 0.5% bonus on revenues, 2.0% on revenue from direct sales plus reimbursable expenses incurred. During the three months ending December 31, 2017, $30,167 was recorded as a consulting expenses under this this agreement. As of December 31, 2017, Mr. Maher was owed $11,971 in accrued compensation and unreimbursed expenses in accordance with this agreement.

 

The Company’s line of business requires high skilled employees who are appropriately compensated for their specialized skills. Employment agreements range from $90,000 to $172,500 per year, and include a taxable stipend for healthcare, performance bonuses and are subject to standard payroll taxes.

 

 

10. STOCKHOLDERS’ EQUITY (DEFICIT)

Overview

The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2017, there were 33,608,894 shares of common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding. 

Description of Common Stock

The Company’s common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by the Company’s board of directors with respect to any series of preferred stock, the holders of common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of the Company’s common stock representing fifty percent (50%) of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to the Company’s articles of incorporation.

Subject to any preferential rights of any outstanding series of preferred stock created by the Company’s board of directors from time to time, the holders of shares of common stock will be entitled to such cash dividends as may be declared from time to time by the Company’s board of directors from funds available therefor.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by the Company’s board of directors, upon liquidation, dissolution or winding up, the holders of shares of common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation of the Company with or into another company in connection with which shares of the Company’s common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of the Company’s common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of the Company’s common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

Description of Preferred Stock

 

The Company’s board of directors is authorized to divide the authorized shares of the Company’s preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, within any limitations prescribed by law and the Company’s articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock, including, but not limited to, the following:

 

•

the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends accrue;

 

•

whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

 

•

the amount payable upon shares in the event of voluntary or involuntary liquidation;

 

•

sinking fund or other provisions, if any, for the redemption or purchase of shares;

 

•

the terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

 

•

voting powers, if any, provided that if any of the preferred stock or series thereof have voting rights, such preferred stock or series shall vote only on a share for share basis with the common stock on any matter, including, but not limited to, the election of directors, for which such preferred stock or series has such rights; and,

 

•

subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

 

 

On April 15, 2015, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment authorized ten million (10,000,000) shares of preferred stock. The Company’s Board of Directors and a majority of its shareholders approved the Certificate of Amendment.

 

On April 15, 2015, pursuant to Article IV of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will be entitled to quarterly dividends on 2% of our earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The holders will also have a liquidation preference on the state value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have the Company redeem their Series A Preferred Stock for three shares of common stock in the event of a change of control and they are entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of forty-five (45) votes for each share held.

 

Common Stock issuances

 

During the period commencing October 1, 2017 through December 31, 2017, the Company received $137,500 from 10 investors pursuant to private placement agreements with the investors to purchase 171,875 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock.

 

11. STOCK WARRANTS

 

The following is a summary of stock warrant activity during the three months ended December 31, 2017 and year ended September 30, 2017. 

 

		Number of Shares			Weighted Average Exercise Price
Balance, September 30, 2016			13,112,100		$	0.59
Warrants granted and assumed			—		$	—
Warrants expired			—			—
Warrants canceled			—			—
Warrants exercised			4,500,000			0.083
Balance, September 30, 2017			8,612,100		$	0.85
Warrants granted and assumed			—		$	—
Warrants expired			—			—
Warrants canceled			—			—
Warrants exercised			27,548			0.363
Balance, December 31, 2017			8,584,552		$	0.85

 

As of December 31, 2017, there are warrants exercisable to purchase 8,584,552 shares of common stock in the Company.

 

On December 13, 2017, an investor exercised warrants to purchase 27,548 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.363 for each share of Common stock. The Company receive $10,000 as a result of this exercise.

 

12. STOCK OPTIONS

The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan (the “Plan”), which was established by the Board of Directors of the Company on June 19, 2017. A total of 3,000,000 shares were initially reserved for issuance under the Plan.

 

The following is a summary of stock option activity during the three months ended December 31, 2017 and year ended September 30, 2017. 

 

		Number of Shares			Weighted Average Exercise Price
Balance, September 30, 2016			—		$	—
Options granted and assumed			6,902		$	3.45
Options expired			—			—
Options canceled			—			—
Options exercised			—			—
Balance, September 30, 2017			6,902		$	3.45
Options granted and assumed			10,874		$	3.05
Options expired			—			—
Options canceled			—			—
Options exercised			—			—
Balance, December 31, 2017			17,776		$	3.21

 

As of December 31, 2017, there are options exercisable to purchase 17,776 shares of common stock in the Company.

 

 

The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation right, or restricted stock. The incentive stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Board believes have contributed, or will contribute, to the success of the Company. Non-qualified options may be issued at option prices of less than fair market value on the date of grant and may be exercisable for up to ten years from date of grant. The option vesting schedule for options granted is determined by the Board of Directors at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan.

13. COMMITMENTS AND CONTINGENCIES

 

The Company’s corporate offices are located at 70 North Main Street, Suite 105, Bountiful, Utah 84010. The Company occupies the leased space on a month to month basis at a rate of $850 per month. Future minimum lease payments under the operating leases for the facilities as of December 31, 2017, are $0.

 

CleanSpark, LLC has agreed to warranty and maintain the microgrid assets located on the FractalGrid Demonstration Facility to Camp Pendleton Marine Corp Base. In exchange, the Company has been granted the permission to locate its system on the base and the access to conduct guided tours of the FractalGrid Demonstration Facility for the Company’s potential customers. The Company expects to release the assets to USMC Camp Pendleton in 2018 and be relieved from its warranty obligations at the time of release.

 

On December 16, 2016, the Company executed an 18-month lease agreement at 6365 Nancy Ridge Drive, 2^nd Floor, San Diego, California. The Company executed a one-year lease agreement that calls for the Company to make payments of $2,375 per month through December 31, 2017 and $2,446 per month from January 1, 2018 through May 31, 2018. Future minimum lease payments under the operating leases for the facilities as of December 31, 2017, are $12,230 for the fiscal year ending September 30, 2018.

 

The Company was awarded a $900,000 contract from Bethel-Webcor JV. Under the contract terms we will install a turn-key advanced microgrid system at the U.S. Marine Corps Base Camp Pendleton. The contract is in direct support of the United States Department of Navy's communication information system (CIS) operations complex at the U.S. Marine Corps Base Camp Pendleton that was recently awarded to the Joint-Venture. The Company plans to begin on-site work for this project in February of 2018.

 

14. MAJOR CUSTOMERS AND VENDORS

 

For the three months ended December 31, 2017 and 2016, the Company had the following customers that represented more than 10% of sales.

 

		December 31, 2017			December 31, 2016
Bethel-Webcor JV-1			—			38.1%
Jacobs/ HDR a joint venture			—			46.7%
Sungevity			—			10.7%
Considine Companies			26.0%			—
Firenze			30.4%			—
ClearSun Solar Corp.			36.5%			—

 

For the three months ended December 31, 2017 and 2016, the Company had no suppliers that represented more than 10% of direct material costs.

 

 

15. SUBSEQUENT EVENTS

 

During the period commencing January 1, 2018 through February 13, 2018, the Company received $14,400 from 2 investors pursuant to private placement agreements with the investors to purchase 18,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock .

 

On January 1, 2018, the Company issued warrants to purchase 100,000 shares o f common stock at an exercise price of $0.80 per share to an advisor for business advisory services. The warrants were valued at $234,095 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 2.01%, a dividend yield of 0% and volatility rate of 158%. The warrants were fully earned and vested on January 1, 2018. 

On January 12, 2018, the Company executed a 58.5% promissory note with a face value of $18,400 with a financial institution. Under the terms of the promissory note the Company received $18,400 and agreed to repay the note and interest evenly over 12 months.

On January 19, 2018, the Company executed a promissory note with a face value of $24,100 with Larry McNeill, a Director of the Company. The note is due on demand and bears interest at a rate of 15% per annum.

On January 19, 2018, an investor exercised warrants to purchase 180,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.083 for each share of Common stock. The Company receive $14,940 as a result of this exercise.

 

On January 19, 2018, an investor exercised warrants to purchase 15,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.363 for each share of Common stock. The Company receive $5,445 as a result of this exercise.

 

On January 29, 2018, an investor exercised warrants to purchase 4,500 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.363 for each share of Common stock. The Company receive $1,634 as a result of this exercise.

On January 29, 2018, the Company executed a promissory note with a face value of $60,000 with Zachary Bradford, its President and Chief Financial Officer. The note is due on demand and bears interest at a rate of 15% per annum.

On February 7, 2018, we issued 387,475 shares of common stock an investor for the cashless exercise of 456,000 warrants.

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

We are in the business of acquiring, licensing and marketing patents and technology to create sustainable energy for our energy customers. Our mission is to lead a revolution in transforming global energy into a clean, affordable, and sustainable infrastructure that promotes socio-economic upliftment.

 

In 2016, we entered into an asset purchase agreement and amendment thereto (the “Purchase Agreement”), and acquired substantially all of the assets of CleanSpark Holdings, LLC. As a result of the Purchase Agreement and the acquisition of the assets, we have taken over the CleanSpark business as another opportunity in the energy sector, along with our existing Gasifier business. We believe that that synergies created from these businesses will strengthen our overall capacity to obtain financing, increase our customer base, open new distribution channels and increase our competitive strength in the energy market, all to the ultimate benefit of our shareholders.

 

Integral to CleanSpark’s business is the Flex Power System (the “System”), which we acquired in the acquisition of the assets. The System provides secure, sustainable energy with significant cost savings for its energy customers. The System allows customers to efficiently manage renewable energy generation, other distributed energy generation technologies including waste to energy, energy storage systems, and consumption. By having autonomous control over the facets of energy usage and energy storage, customers are able to reduce their dependency on utilities, thereby keeping energy costs relatively constant over time. The overall aim is to transform energy consumers into energy producers by supplying power that anticipates their routine instead of interrupting it.

 

Integral to our existing business is the Gasifier. Our technology converts any organic material into SynGas. SynGas can be used as clean, renewable, environmentally friendly, warming fuel for power plants, motor vehicles, and as feedstock for the generation of DME (Di-Methyl Ether).

 

As previously disclosed, we plan to continue our focus on the CleanSpark side of the business in 2018, as opposed to expending significant efforts on the Gasifier side of the business. We plan to continue our efforts to better our technology, service existing customers and market our System to prospective clients. We feel that this focus would provide the best opportunity for our shareholders.

 

 

Results of operations for the three months ended December 31, 2017 and 2016

 

Revenues

 

We earned revenues of $18,080 during the three months ending December 31, 2017, as compared with $83,884 in revenues for the same period ended 2016.   The decrease was mainly a result of decreased engineering and design revenues in the three months ending December 31, 2017 as compared to the same period ending December 31, 2016.

 

Most of our revenue for the three months ended December 31, 2017 was in the form of design income and residential grid work from the CleanSpark side of our business. This income was the result of a contract to perform engineering designs for a microgrid layout. While we benefit from the revenues generated from this type of service, we hope to generate more significant revenue from customers that hire us to construct, operate and maintain our System. We hope to have more news on these efforts in future reports. However, because we only just acquired CleanSpark and given the contractual contingencies with CleanSpark’s customers and its early stage of operation, we are unable to estimate with any degree of certainty the amount of future revenues, if any, from existing or future contracts. Also, we do not anticipate earning significant revenues from our Gasifier business until such time that we have fully developed our technology and are able to market our products.

 

Gross Profit

 

Our cost of revenues were $6,468 for the three months ended December 31, 2017, resulting in gross profit of $11,612, as compared with cost of revenues of $17,974 for the same period ended 2016 resulting in gross profits of $65,910. Our cost of revenues in 2017 was mainly the result of materials, subcontractors and direct labor expense.

 

Because of the nature of our business, we do not anticipate any stability in margins because the sale of our products and services is expected to vary with our existing and future contract customers.

 

Operating Expenses

 

We had operating expenses of $1,051,996 for the three months ended December 31, 2017, as compared with $845,735 for the three months ended December 31, 2016.

 

Professional fees decreased to $155,001 for the three months ended December 31, 2017, from $289,344 for the same period ended December 31, 2016. Our professional fees expenses for the three months ended December 31, 2017 consisted mainly of officer consulting fees of $90,000, sales consulting fees of $30,004, and audit and review fees of $15,000. Our professional fees expenses for the three months ended December 31, 2016 consisted mainly of $90,000 for officer consulting fees, $54,885 for consulting on our software, $41,518 in stock-based fees for consulting, sales fees of $23,680, internal management consulting fees of $21,920, audit and review fees of $20,115 and investor relations fees of $19,500.

 

Payroll expenses increased to $258,198 for the three months ended December 31, 2017, from $0 for the same period ended December 31, 2016. Our payroll expenses for the three months ended December 31, 2017 consisted mainly of gross payroll for CleanSpark, LLC of $172,500 and stock based compensation to employees of $24,748.

 

General and administrative fees increased to $75,942 for the three months ended December 31, 2017, from $67,625 for the same period ended December 31, 2016. Our general and administrative expenses for the three months ended December 31, 2017 consisted mainly of insurance expenses of $21,657, travel expenses of $13,424, lease and storage expenses of $12,328 and software subscriptions of $8,900. Our general and administrative expenses for the three months ended December 31, 2016 consisted mainly of $17,628 in travel and entertainment expenses, $9,452 in utilities, $6,537 in rent, $6,068 in insurance, $5,150 in training and seminars and $4,303 in office expenses.

 

Depreciation and amortization expense increased to $560,540 for the three months ended December 31, 2017, from $488,758 for the same period ended December 31, 2016.

 

We expect that our operating expenses will increase in future quarters as we further implement our business plan. If we obtain deployment contracts for our System, we will be required to hire and compensate additional personnel and support increased operations.

 

 

Other Expenses

 

Other expenses increased to $16,131 for the three months ended December 31, 2017, from $12,817 for the same period ended December 31, 2016. Our other expenses for the three months ended December 31, 2017 consisted of interest expense. Our other expense for the three months ended December 31, 2016 consisted of a loss on the disposal of assets.

 

Net Loss

 

We recorded a net loss of $1,056,515 for the three months ended December 31, 2017, as compared with a net loss of $792,642 for the same period ended December 31, 2016.

 

Liquidity and Capital Resources

 

As of December 31, 2017, we had total current assets of $129,357, consisting of cash, accounts receivable, current deposits and prepaid expenses, and total assets in the amount of $20,244,886. Our total current liabilities as of December 31, 2017 were $487,641. We had a working capital deficit of $358,284 as of December 31, 2017.

Operating activities used $384,864 in cash for the three months ended December 31, 2017, as compared with $279,663 for the same period ended December 31, 2016. Our net loss of $1,056,515 was the main component of our negative operating cash flow for the three months ended December 31, 2017, offset mainly by depreciation and amortization of $560,540. Our net loss of $792,642 was the main component of our negative operating cash flow for the three months ended December 31, 2016, offset mainly by depreciation and amortization of $488,758.

Cash flows used by investing activities during the three months ended December 31, 2017 was $17,640, as compared with $17,213 for the same period ended December 31, 2016. Our investment in our Flexpower system of $12,550 was the main component of our negative investing cash flow for the three months ended December 31, 2017. Our investment in our Flexpower system of $17,643 and our purchase of intangible assets of $19,387 were the main components for our negative investing cash flow for the same period ended 2016, offset by the sale of fixed assets of $32,634.

Cash flows provided by financing activities during the three months ended December 31, 2017 amounted to $387,288, as compared with $65,739 for the same period ended December 31, 2016. Our positive cash flows from financing activities for the year ended September 30, 2017 consisted mainly of proceeds from long term loans of $150,000, the sale of stock of $137,500 and short term notes of $125,000. The notes are summarized in Notes 8 to our financial statements in this Quarterly Report on Form 10-Q. We also issued additional notes subsequent to the reporting period, which are summarized in Note 15 to our financial statements in this Quarterly Report on Form 10-Q. Our positive cash flows from financing activities for the three months ended September 30, 2016 consisted of $68,000 in proceeds from our private offering of securities offset by $2,261 in payments on short-term loans.

Despite the efforts we have made to raise money and to settle debt, based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Off Balance Sheet Arrangements

 

As of December 31, 2017, there were no off balance sheet arrangements.

 

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred cumulative net losses of $20,989,881 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through future issuances of common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

Our accounting policies are discussed in detail in the footnotes to our financial statements included in the Annual Report on Form 10-K for the year ended September 30, 2017, however we consider our critical accounting policies to be those related to revenue recognition, long-lived assets, accounts receivable, fair value of financial instruments, cash and cash equivalents, accounts receivable, warranty liability, stock-based compensation, non-employee stock based compensation

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4.     Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2017, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending September 30, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended December 31, 2017 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A.

Risk Factors

 

See risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 16, 2018.

 

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

 

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 

During the period commencing October 1, 2017 through December 31, 2017, we received $137,500  from 10 investors pursuant to private placement agreements with the investors to purchase 171,875 shares of our common stock at a purchase price equal to $0.80 per share.

 

On December 13, 2017, an investor exercised warrants to purchase 27,548 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.363 for each share of Common stock. The Company receive $10,000 as a result of this exercise.

 

During the period commencing January 1, 2018 through February 13, 2018, we received $14,400 from 2 investors pursuant to private placement agreements with the investors to purchase 18,000 shares of our common stock at a purchase price equal to $0.80 per share.

 

On January 1, 2018, we issued warrants to purchase 100,000 shares of common stock at an exercise price of $0.80 per share to an advisor for business advisory services.

 

On January 19, 2018, an investor exercised warrants to purchase 180,000 shares of our common stock at a purchase price equal to $0.083 per share. We received $14,940 as a result of this exercise.

 

On January 19, 2018, an investor exercised warrants to purchase 15,000 shares of our common stock at a purchase price equal to $0.363 per share. We received $5,445 as a result of this exercise.

 

On January 29, 2018, an investor exercised warrants to purchase 4,500 shares of our common stock at a purchase price equal to $0.363 per share. We received $1,634 as a result of this exercise.

 

On February 7, 2018, we issued 387,475 shares of common stock an investor for the cashless exercise of 456,000 warrants.

 

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

 

 

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     Mine Safety Disclosures

 

Not applicable.

 

Item 5.     Other Information

 

None

 

Item 6.      Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	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
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2017 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith

 

 

SIGNATURES

 

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

 

Date:	February 14, 2018
	By: /s/ S. Matthew Schultz S. Matthew Schultz Title:    Chief Executive Officer
Date:	February 14, 2018
	By: /s/Zachary K. Bradford Zachary K Bradford Title:    Chief Financial Officer