SEC Comment Letter for CLEANSPARK, INC. (CLSK) (CIK 0000827876) (CLSK) — Mar 31, 2014
CLEANSPARK, INC. (CLSK) (CIK 0000827876)
Date: March 31, 2014 · CIK: 0000827876 · Accession: 0000000000-14-015954
AI Filing Summary & Sentiment
Reasoning
Letter
March 31, 2014 Via E -mail Zachary K. Bradford Chief Financial Officer SmartD ata Corporation 1436 Legend Hills Drive Clearfield, UT 84015
Re: SmartD ata Corporation Form 8-K Filed March 28, 2014 File No. 000 -53498
Dear Mr . Bradford :
We have reviewed your filing an d have the following comment. Please note that we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments.
1. We note from the disclosure in the above -referenced Form 8 -K that you are no longer a shell company and that you have begun conducting operations pursuant to your entry into the Asset and Intellectual Property Purchase Agreement , as disclosed under Item 1.01 . Please amend your filing to provide the disclosure required by Item 2.01 of Form 8 -K with respect to this transaction. We specifically highlight the disclosure required by Item 2.01(f) of Form 8 -K, which requires disclosure of the information that would be requi red if you were filing a registration statement on Form 10.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In respondin g to our comments, please provide a written statement from the company acknowledging that:
Zachary K. Bradford SmartD ata Corporation March 31, 2014 Page 2
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Coy Garrison, Staff Attorney, at (202) 551 -3466, or me at (202) 551 -3233 with any other questions.
Sincerely,
/s/ Tom Kluck
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March 31, 2014 Via E -mail Zachary K. Bradford Chief Financial Officer SmartD ata Corporation 1436 Legend Hills Drive Clearfield, UT 84015 Re: SmartD ata Corporation Form 8-K Filed March 28, 2014 File No. 000 -53498 Dear Mr . Bradford : We have reviewed your filing an d have the following comment. Please note that we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments. 1. We note from the disclosure in the above -referenced Form 8 -K that you are no longer a shell company and that you have begun conducting operations pursuant to your entry into the Asset and Intellectual Property Purchase Agreement , as disclosed under Item 1.01 . Please amend your filing to provide the disclosure required by Item 2.01 of Form 8 -K with respect to this transaction. We specifically highlight the disclosure required by Item 2.01(f) of Form 8 -K, which requires disclosure of the information that would be requi red if you were filing a registration statement on Form 10. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In respondin g to our comments, please provide a written statement from the company acknowledging that: Zachary K. Bradford SmartD ata Corporation March 31, 2014 Page 2 the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Coy Garrison, Staff Attorney, at (202) 551 -3466, or me at (202) 551 -3233 with any other questions. Sincerely, /s/ Tom Kluck Tom Kluck Legal Branch Chief