Forward-Looking Statements





The following discussion of our financial condition and results of operations
for the years ended September 30, 2021 and 2020 should be read in conjunction
with our consolidated financial statements and the notes to those statements
that are included elsewhere in this Annual Report on Form 10-K. Our discussion
includes forward-looking statements based upon current expectations that involve
risks and uncertainties, such as our plans, objectives, expectations and
intentions. Actual results and the timing of events could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors. We use words such as anticipate, estimate, plan, project, continuing,
ongoing, expect, believe, intend, may, will, should, could, and similar
expressions to identify forward-looking statements.

Results of Operations for the Year Ended September 30, 2021 and 2020





Revenues

We earned $49,438,115 in revenues during the year ended September 30, 2021, as compared with $10,028,701 in revenues for the year ended September 30, 2020.





For the year ended September 30, 2021, our revenue was derived from
cryptocurrency mining revenues, the sale of equipment, solar panels, batteries,
design, engineering, and services revenue. Income from our mining segment is a
result of bitcoin mining activities in the United States. Income from our Energy
segment is the result of contracts to sell switchgear equipment, perform
engineering design, and provide software for distributed energy and microgrid
systems. For the year ended September 30, 2021, we also generated services
revenue from p2kLabs. We hope to generate more significant revenue from
customers through the sale and licensing of our Software platforms and services
in the future. However, we are unable to estimate with any degree of certainty
the amount of future revenues, from existing or future software 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.



Costs and Expenses

We had costs and expenses of $78,015,168 for the year ended September 30, 2021, as compared with $25,171,817 for the year ended September 30, 2020.





Our cost of revenues were $13,964,711 for the year ended September 30, 2021, as
compared with cost of revenues of $7,907,849 for the year ended September 30,
2020.




Our cost of revenues in 2021 was mainly the result of mining energy costs,
hosting fees, contract manufacturing expenses, and hardware materials. Our cost
of revenues in 2020 was mainly the result of contract manufacturing expenses and
hardware materials.

Mining expenses incurred during the year ended September 30, 2021 is $4,889,996. It consisted mainly of energy costs and hosting fees paid to Coinmint.

Contract manufacturing expenses decreased to $3,926,060 for the year ended September 30, 2021, from $6,704,075 for the year ended 2020. Our manufacturing expense consisted of the cost of contract manufacturing of switchgear equipment.





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Hardware material purchases increased to $3,205,547 for the year ended September
30, 2021, from $824,665 in hardware expenses for the year ended September 30,
2020. Our materials expense for the years ended September 30, 2021 and 2020
consisted mainly of the cost of energy storage and solar panels.



Professional fees increased to $8,272,966 for the year ended September 30, 2021
from $6,521,016 for the same period ended September 30, 2020. Our professional
fees expenses for the year ended September 30, 2021 consisted mainly of legal
fees of $4,570,216, accounting and tax fees of $1,070,174 consulting fees of
$818,741, investor relations and external marketing consulting fees of $959,717,
director fees of $177,084, recruitment and conference fees of $251,183,
subcontract fees of $185,980 and audit and review fees of $214,100.



Our professional fees expenses for the year ended September 30, 2020 consisted
mainly of consulting fees of $607,392 paid to management of the Company,
stock-based compensation for consulting of $2,265,194, sales consulting of
$278,547, legal fees of $1,472,421, investor relations and external marketing
consulting of $725,347, director fees of $442,000, consulting for software and
engineering of $82,031, accounting and tax fees of $186,969 and audit and review
fees of $135,060.




Payroll expenses increased to $25,355,684 for the year ended September 30, 2021
from $6,813,641 for the same period ended September 30, 2020. Our payroll
expenses for the year ended September 30, 2021 consisted mainly of salary and
wages expense of $17,624,078 and employee and officer stock-based compensation
and related bonuses of $7,731,605. Our payroll expenses for the year ended
September 30, 2020 consisted mainly of salary and wages expense of $4,293,559
and employee and officer stock-based compensation of $2,520,083.



General and administrative fees increased to $5,291,652 for the year ended
September 30, 2021 from $1,093,062 for the same period ended September 30, 2020.
Our general and administrative expenses for the year ended September 30, 2021
consisted mainly of marketing related expenses of $1,488,933, travel expenses of
$367,632, rent expenses of $445,944, insurance expenses of $720,053, dues and
subscriptions of $1,129,963, repairs and maintenance of $174,192, supplies of
$134,163, utilities of $184,232 and bad debt expense of $246,453. Our general
and administrative expenses for the year ended September 30, 2020 consisted
mainly of travel expenses of $82,407, rent expenses of $117,223, insurance
expenses of $232,043, dues and subscriptions of $362,887, marketing related
expenses of $153,091, and bad debt expense of $36,924.

Depreciation and amortization expense increased to $12,244,368 for the year ended September 30, 2021, from $2,836,249 for the same period ended September 30, 2020.


Impairment expenses were recorded for the year ended September 30, 2021 for
$12,885,776, and no impairment expenses were recorded for the same period ended
September 30, 2020. Impairment expense for the year ended September 30, 2021
consisted primarily of bitcoin impairment of $6,608,076, goodwill impairment of
$5,723,388 and software impairment of $554,322, which represents a write down of
our GridFabric product line of $250,000 and our mVSO platform of $304,322.




Other Income/Expenses



We had net other income of $6,765,043 for the year ended September 30, 2021,
compared with other expenses of $8,203,027 for the year ended September 30,
2020. Other income for the year ended September 30, 2021 consisted mainly of
other income of $544,778, change in fair value of contingent consideration of
$84,198, gains on derivative assets of $2,790,387, realized gains on the sale of
digital currency of $3,104,378, realized gains on the sale of equity securities
of $179,046, interest income of $221,488 and interest expense of $154,079. Our
other income/expenses for the year ended September 30, 2020 consisted mainly of
other income of $20,000, unrealized gains on equity security and derivative
security of $116,868 and $2,115,269 respectively, interest income of $308,804,
and interest expense of $10,758,750.



Net Loss

Net loss for the year ended September 30, 2021 was $21,812,010 compared to net loss of $23,346,143 for the year ended September 30, 2020.





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Non-GAAP Measures



Adjusted EBITDA and Adjusted EPS is not a measurement of financial performance
under generally accepted accounting principles in the United States, or GAAP.
Because of varying available valuation methodologies, subjective assumptions and
the variety of equity instruments that can impact a company's non-cash operating
expenses, CleanSpark management believes that providing a non-GAAP financial
measure that excludes non-cash and non-recurring expenses allows for meaningful
comparisons between the Company's core business operating results and those of
other companies, as well as providing the Company with an important tool for
financial and operational decision making and for evaluating its own core
business operating results over different periods of time.



The Company's adjusted EBITDA measure may not provide information that is
directly comparable to that provided by other companies in its industry, as
other companies in its industry may calculate non-GAAP financial results
differently, particularly related to non-recurring, unusual items. The Company's
adjusted EBITDA is not a measurement of financial performance under GAAP and
should not be considered as an alternative to operating income or as an
indication of operating performance or any other measure of performance derived
in accordance with GAAP. Our management does not consider adjusted EBITDA to be
a substitute for, or superior to, the information provided by GAAP financial
results.




We are providing supplemental financial measures for (i) non-GAAP adjusted
earnings before interest, taxes, depreciation and amortization, or ("adjusted
EBITDA") that excludes the impact of interest, taxes, depreciation,
amortization, our share-based compensation expense, and impairment of assets,
unrealized gains/losses on securities, certain financing costs, other non-cash
items, certain non-recurring expenses, and impacts related to discontinued
operations; and (ii) non-GAAP adjusted EBITDA and non-GAAP earnings per share
that excludes the impact of interest, taxes, depreciation, amortization, our
share-based compensation expense, and impairment of assets, unrealized
gains/losses on securities, certain financing costs, other non-cash items, and
impacts related to discontinued operations. These supplemental financial
measures are not measurements of financial performance under generally accepted
accounting principles in the United States ("GAAP") and, as a result, these
supplemental financial measures may not be comparable to similarly titled
measures of other companies. Management uses these non-GAAP financial measures
internally to help understand, manage, and evaluate our business performance and
to help make operating decisions.



We believe that these non-GAAP financial measures are also useful to investors
and analysts in comparing our performance across reporting periods on a
consistent basis. The first supplemental financial measure excludes (i) impacts
of interest, taxes, and depreciation; (ii) significant non-cash expenses such as
our share-based compensation expense, unrealized gains/losses on securities,
certain financing costs, other non-cash items that we believe are not reflective
of our general business performance, and for which the accounting requires
management judgment, and the resulting expenses could vary significantly in
comparison to other companies; (iii) significant impairment losses related to
long-lived and digital assets, which include our bitcoin for which the
accounting requires significant estimates and judgment, and the resulting
expenses could vary significantly in comparison to other companies; and (iv) and
impacts related to discontinued operations that would not be applicable to

our
future business activities.




Non-GAAP financial measures are subject to material limitations as they are not
in accordance with, or a substitute for, measurements prepared in accordance
with GAAP. For example, we expect that share-based compensation expense, which
is excluded from the first two non-GAAP financial measures, will continue to be
a significant recurring expense over the coming years and is an important part
of the compensation provided to certain employees, officers, and directors.



We have also excluded impairment losses on assets, including impairments of our
digital currency our non-GAAP financial measures, which may continue to occur in
future periods as a result of our continued holdings of significant amounts of
bitcoin. Our non-GAAP financial measures are not meant to be considered in
isolation and should be read only in conjunction with our Consolidated Financial
Statements, which have been prepared in accordance with GAAP. We rely primarily
on such Consolidated Financial Statements to understand, manage, and evaluate
our business performance and use the non-GAAP financial measures only
supplementally.



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The following is a reconciliation of our non-GAAP adjusted EBITDA to the most
directly comparable financial measure stated in accordance with GAAP, which
excludes the impact of (i) interest, taxes, depreciation, amortization; (ii) our
share-based compensation expense; (iii) impairment expense; (iv) unrealized
gains/losses on securities; (v) and (vi) impacts related to discontinued
operations, to its most directly comparable GAAP measures for the periods
indicated:



                                                             Years Ended September 30,
                                                               2021              2020
Reconciliation of non-GAAP adjusted EBITDA
Net Loss:                                                 $ (21,812,010 )   $ (23,346,143)
Interest and taxes                                              (67,409 )       10,449,946
Depreciation and amortization                                12,244,368          2,836,249


Share-based compensation expense                              8,546,712

2,053,232


Digital asset impairment losses                               6,608,076                 -
Energy & other goodwill impairment losses                     6,277,710                 -

Unrealized (gains)/losses of securities and derivatives (2,785,234 ) 


   (2,232,137)
Discontinued operations                                              -                  -
non-GAAP adjusted EBITDA                                      9,012,213       (10,238,853)





The following is a reconciliation of our non-GAAP adjusted EBITDA earnings per
share, in each case excluding the impact of (i) interest, taxes, depreciation,
amortization; (ii) our share-based compensation expense; (iii) impairment
expense; (iv) unrealized gains/losses on securities; (v) certain financing costs
and other non-cash items; (vi) certain non-recurring expenses; and (vii) impacts
related to discontinued operations:




Reconciliation of non-GAAP adjusted EBITDA
per share:
Non-GAAP adjusted EBITDA                             $ 9,012,213          $

(10,238,853)


Interest and taxes (per diluted share)                        -

1.09


Depreciation and amortization (per share)                   0.42

0.30


Share-based compensation expense                            0.29

0.21


Digital asset impairment losses (per share)                 0.22

-


Energy & other goodwill impairment losses                   0.21

-


Unrealized (gains)/losses of securities and
derivatives (per share)                                    (0.09 )                (0.23)
Discontinued operations                                       -                       -
Non-GAAP EBITDA per share                            $      0.31          $       (1.07)




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The following is a reconciliation of fair market value of our digital currency
holdings to the current carrying value at September 30, 2021. We did not hold
any digital currency as of September 30, 2020:



                           Carrying Value (1)     Fair Market Value (2)
Number of Bitcoins held   $              627     $                   627
Value per coin (1) (2)                37,645                      43,929
Total                     $       23,603,415     $            27,543,483

(1) Value per coin is the average book value per coin determined by the number of coins held as of the balance sheet date divided by the carrying value.

(2) Value per coin is the quoted market price as of the balance sheet date.

Liquidity and Capital Resources





For the year ended September 30, 2021, our primary sources of liquidity came
from existing cash and proceeds from share offerings. On March 18, 2021, the
Company consummated a fully underwritten public offering of shares of its common
stock, which resulted in net proceeds to the Company of approximately
$187,200,000. On June 3, 2021, the Company entered into an At the Market
Offering Agreement (the "ATM") with H.C. Wainwright & Co., LLC ("HCW"), pursuant
to which it may, from time to time, offer and sell up to an aggregate of
$500,000,000 of shares of its common stock to or through HCW. During the fiscal
year ended September 30, 2021, the Company issued an aggregate of 3,443,379
shares of the Company's common stock under the ATM for net proceeds of $46.4
million. The shares were sold pursuant to a prospectus dated March 15, 2021 and
a prospectus supplement dated June 3, 2021 filed with the SEC. Based on our
current plans and business conditions, we believe that existing cash, cash
generated from operations and our ATM will be sufficient to satisfy our
anticipated cash requirements until we reach profitability, and we are not aware
of any trends or demands, commitments, events or uncertainties that are
reasonably likely to result in a decrease in liquidity of our assets. However,
our future capital requirements will depend on many factors including our growth
rate, the timing and extent of spending to support development efforts, the
expansion of our sales and marketing, the timing of new product introductions
and the continuing market acceptance of our products and services. If cash
generated from operations is insufficient to satisfy our capital requirements,
we may open a revolving line of credit with a bank, or we may have to sell
additional equity or debt securities or obtain credit facilities. In the event
such financing is needed in the future, there can be no assurance that such
financing will be available to us, or, if available, that it will be in amounts
and on terms acceptable to us. If cash flows from operations became insufficient
to continue operations at the current level, and if no additional financing was
obtained, our business, operating results and financial condition would be
adversely affected.

As of September 30, 2021, we had total current assets of $57,726,321, consisting
of cash, accounts receivable, inventory, digital currency, investments, prepaid
expenses and other current assets, and total assets in the amount of
$317,473,121. Our total current liabilities as of September 30, 2021 were
$10,063,022. We had a working capital surplus of $47,663,299 as of September 30,
2021.




Operating activities used $35,429,342 in cash for the year ended September 30,
2021, as compared with $6,642,734 for the same period ended September 30, 2020.
Our net loss of $21,812,010 was the main component of our negative operating
cash flow for the year ended September 30, 2021, offset mainly by stock-based
compensation of $8,546,712, impairment expense of $12,885,786 and depreciation
and amortization of $12,244,368. Our net loss of $23,346,143 was the main
component of our negative operating cash flow for the year ended September 30,
2020, offset mainly by amortization of debt discount of $9,010,547, depreciation
and amortization of $2,672,331, shares issued as interest of $2,050,000,
amortization of capitalized software of $163,918 and stock-based compensation of
$2,053,232.




Cash flows used by investing activities during the year ended September 30, 2021
was $217,714,926, as compared with $2,383,623 for the year ended September 30,
2020. Our acquisitions of Solar watt Solutions for  $1,000,136, purchase of
fixed assets of $139,234,948, and deposits on mining equipment of $87,959,910
were the main components of our negative investing cash flow for the year ended
September 30, 2021. The negative cash flow from investing activities is offset
by sale of digital currencies of $11,443,132, acquisition of ATL  Data Center,
net of cash received of $45,783 and sale of equity securities of $373,121.



For the year ended September 30, 2020, our investment in the capitalized
software of $84,924, acquisition of P2K Labs of $1,141,990, acquisition of Grid
Fabric of $371,812, purchase of fixed assets of $34,897, and investment in
equity and debt security of $750,000 were the main components of our negative
investing cash flow.




Cash flows provided by financing activities during the year ended September 30,
2021 amounted to $268,058,393, as compared with $4,313,702 for the year ended
September 30, 2020. Our positive cash flows from financing activities for the
year ended September 30, 2021 consisted of $270,656,118 in proceeds from
offerings, $3,750,932 in proceeds from the exercise of warrants  and options
offset by repayments of $5,882,553 on promissory notes and $288,602 in finance
leases. Our positive cash flows from financing activities for the year ended
September 30, 2020 consisted of $4,000,000 in proceeds from the sale of common
stock, $531,169 in proceeds from promissory notes offset by repayments of
$217,467 on promissory notes.



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Contractual Obligations

The Company has purchase commitments for approximately $203.6 million related to purchase of miners as of September 30, 2021, and the Company has paid $144.7

million towards these commitments as of the end of this period.





The Company has purchase commitments for infrastructure assets and other mining
equipment of approximately $6,512,000 as of September 30, 2021 and the Company
has paid $4,576,000 towards these commitments during  this period.



The following table sets forth certain information concerning our obligations to
make contractual future payments towards our agreements as of September 30,
2021:



                             2022       2023      2024      2025      2026     Thereafter     Total
Recorded contractual
obligations:
Operating lease
obligations                  $316,908  $324,948  $333,234  $341,767  $299,039      $50,659  $1,666,555
Finance Lease obligations     449,431   321,887   142,428    12,320     1,853          -       927,919
Miner equipment            58,930,880                                                       58,930,880
Infrastructure assets       1,936,000                                      

                 1,936,000
Total                     $61,633,219  $646,835  $475,662  $354,087  $300,892      $50,659 $63,461,354




Contingent consideration

GridFabric: On August 31, 2020, the Company acquired GridFabric, LLC. Pursuant to the terms of the purchase agreement, additional shares of the Company's common stock valued at up to $750,000 were issuable if GridFabric achieves certain revenue and product release milestones. On September 30, 2021, the contingent consideration was re-measured to $500,000.

Subsequent to September 30, 2021, the Company settled all contingent consideration due to GridFabric resulting in the issuance of 8,404 shares of Company common stock valued at $150,000.


Solar Watt Solutions: On February 24, 2021, the Company acquired Solar Watt
Solutions, Inc. Pursuant to the terms of the purchase agreement, additional cash
consideration of up to $2,500,000 and up to 310,018 shares of the Company's
common stock may be payable if Solar Watt Solutions achieves certain revenue
milestones. As of September 30 2021, none of the contingent consideration had
been earned.

Known Trends or Uncertainties


Although we have not seen any significant reduction in revenues to date, we have
seen some consolidation in our industry during economic downturns. These
consolidations have not had a negative effect on our total sales; however,
should consolidations and downsizing in the industry continue to occur, those
events could adversely impact our revenues and earnings going forward.



As discussed in the Risk Factors section of this Annual Report on Form 10-K, the
world has been affected due to the COVID-19 pandemic. Until the pandemic has
passed, there remains uncertainty as to the effect of COVID-19 on our business
in both the short and long-term.



We believe that the need for improved productivity in the research and
development activities directed toward developing new products and/or software
will continue to result in increasing adoption of energy solution tools such as
those we produce. New product and/or software developments in the energy
business segment could result in increased revenues and earnings if they are
accepted by our markets; however, there can be no assurances that new products
and/or software will result in significant improvements to revenues or earnings.
For competitive reasons, we do not disclose all of our new product development
activities.

Our continued quest for acquisitions could result in a significant change to revenues and earnings if one or more such acquisitions are completed.

The potential for growth in new markets is uncertain. We will continue to explore these opportunities until such time as we either generate sales or determine that resources would be more efficiently used elsewhere.





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Inflation

We have not been affected materially by inflation during the periods presented, and no material effect is expected in the near future.

Recently Issued Accounting Pronouncements


In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers, which requires contract assets and contract liabilities acquired in a
business combination to be recognized and measured by the acquirer on the
acquisition date in accordance with ASC 606, Revenue from Contracts with
Customers, as if it had originated the contracts. Under the current business
combinations guidance, such assets and liabilities are recognized by the
acquirer at fair value on the acquisition date. This new guidance is effective
for the Company for its fiscal year beginning February 1, 2023 and interim
periods within that fiscal year, and early adoption is permitted. The Company is
evaluating its potential impact but does not expect the new standard to have a
material impact on the Company's results of operations or cash flows.



In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting and
issued subsequent amendments to the initial guidance (collectively, "Topic
848"). Topic 848 became effective immediately and expires on December 21, 2022.
Topic 848 allows eligible contracts that are modified to be accounted for as a
continuation of those contracts, permits companies to preserve their hedging
accounting during the transition period and enables companies to make a one-time
election to transfer or sell held-to-maturity debt securities that are affected
by rate reform. Topic 848 provides optional expedients and exceptions for
contracts, hedging relationships and other transactions that reference the
London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to
be discontinued because of reference rate reform if certain criteria are met.
The adoption of ASU 2020-04 is not expected to have a material impact on the
Company's financial statements or disclosures.



The Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments on October 1, 2020
("ASU 2016-13"). ASU 2016-13 requires entities to use a new forward-looking
"expected loss" model that reflects expected credit losses, including credit
losses related to trade receivables, and requires consideration of a broader
range of reasonable and supportable information to inform credit loss estimates,
which generally will result in the earlier recognition of allowances for losses.
As the Company was a Smaller Reporting Company at the time of issuance of the
ASU, the Company expects to adopt the ASU effective October 1, 2023, including
the interim periods within the fiscal year. In August 2020, the FASB issued
ASU2020-06, "Debt - Debt with Conversion and Other Options (subtopic 470-20) and
Derivatives and Hedging - Contracts in Entity's Own Equity (subtopic 815-40),"
which reduces the number of accounting models in ASC 470-20 that require
separate accounting for embedded conversion features. As a result, a convertible
debt instrument will be accounted for as a single liability measured at its
amortized cost as long as no other features require bifurcation and recognition
as derivatives. By removing those separation models, the effective interest rate
of convertible debt instruments will be closer to the coupon interest rate.
Further, the diluted net income per share calculation for convertible
instruments will require the Company to use the if-converted method. The
treasury stock method should no longer be used to calculate diluted net income
per share for convertible instruments. The amendment will be effective for the
Company with annual periods beginning January 1, 2022 and early adoption is
permitted. The adoption of ASU 2020-06 is not expected to have a material impact
on the Company's financial statements or disclosures.



In August 2020, the FASB issued Account Standard Update ("ASU") 2020-06, "Debt -
Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and
Hedging - Contracts in Entity's Own Equity (subtopic 815-40)," which reduces the
number of accounting models in ASC 470-20 that require separate accounting for
embedded conversion features. As a result, a convertible debt instrument will be
accounted for as a single liability measured at its amortized cost as long as no
other features require bifurcation and recognition as derivatives. By removing
those separation models, the effective interest rate of convertible debt
instruments will be closer to the coupon interest rate. Further, the diluted net
income per share calculation for convertible instruments will require the
Company to use the if-converted method. The treasury stock method should no
longer be used to calculate diluted net income per share for convertible
instruments. The amendment will be effective for the Company with annual periods
beginning January 1, 2022 and early adoption is permitted. The adoption of ASU
2020-06 is not expected to have a material impact on the Company's financial
statements or disclosures.

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows.





Critical Accounting Policies



In December 2001, the SEC requested that all registrants list their most
critical accounting policies 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
managements 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 this Annual Report on Form 10-K for the year
ended September 30, 2021 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, digital currency
and stock-based compensation.



Our significant estimates include estimates used to review the Company's
goodwill and digital currency impairment, intangible assets acquired,
impairments and estimations of long-lived assets, revenue recognition on
percentage of completion type contracts, revenue recognition from digital
currency mining, valuation of derivative assets and liabilities,
available-for-sale investments, allowances for uncollectible accounts, valuation
of digital currencies, valuation of contingent consideration, warranty, and the
valuations of share based awards.  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 including, but not limited to, the
ultimate impact that COVID-19 may have on the Company's operations.

Off Balance Sheet Arrangements

As of September 30, 2021, there were no off-balance sheet arrangements.





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