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March 9, 2018

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

Attention: Robyn Manuel

Re:	CleanSpark, Inc.

Form 10-K for Fiscal Year Ended September
30, 2017

Filed January 16, 2018

File No. 0-53498

Dear Ms. Manuel:

I write on behalf of CleanSpark, Inc. (the
“Company”) in response to Staff’s letter (the “Comment Letter”) of February 27, 2018, by William
H. Thompson, Branch Chief of the Office of Consumer Products, of the United States Securities and Exchange Commission (the “Commission”)
regarding the above-referenced Form 10-K filed by the Company on January 16, 2018.

Paragraph numbering used for each response
corresponds to the numbering used in the Comment Letter.

Notes
to Consolidated Financial Statements, page F-6

Note
4. Business Acquisition, page F-10

1. Please
tell us in detail how you determined the transaction value for the purchase of CleanSpark, LLC. For purposes of determining the
fair value of the common stock and warrants issued as purchase consideration, it appears you may have used bid quotations as reported
by the OTCQB. Please tell us how you concluded these bid quotations were a reliable indicator of fair value, considering that the
quotations don’t necessarily represent actual transactions, the market illiquidity of your shares, the large number of shares
issued in the exchange, the value at which you issued shares for cash during the same period and other factors. In addition, please
tell us in detail how you determined the fair values of the various tangible and intangible assets acquired in the acquisition.
Tell us the evidence that supports the valuations of these assets, including whether independent appraisals were obtained. Please
be sure to address how the effect of uncertainty about. the future cash flows associated with the assets was included in the fair
value measurements. Please refer to ASC 805.

Notwithstanding
the preceding, please tell us the evidence you considered in concluding that the recorded amounts for the Flexpower system, goodwill
and other intangible assets were recoverable and not impaired as of September 30, 2017. In this regard, given your recurring losses
and the recurring net cash flows used in operating activities, we are interested to understand how you are nonetheless projecting
future cash flows that support the recoverability of over $20 million in recorded assets.

For purposes of fully responding
to your inquiry we have separated your question into the relevant segments and responded to each segment individually.

 a) Please tell us in detail how you determined
the transaction value for the purchase of CleanSpark, LLC. For purposes of determining the fair value of the common stock and warrants
issued as purchase consideration, it appears you may have used bid quotations as reported by the OTCQB. Please tell us how you
concluded these bid quotations were a reliable indicator of fair value, considering that the quotations don’t necessarily
represent actual transactions, the market illiquidity of your shares, the large number of shares issued in the exchange, the value
at which you issued shares for cash during the same period and other factors.

At the time of the transaction in
July of 2016, the Company’s board of directors and its legal counsel completed a detailed analysis of the accounting rules
surrounding the transaction which were subsequently reviewed by our independent auditors. A summary of the main points of analysis
including the questions considered and associated conclusions are below.

Accounting Question #1: How
should the purchase of CleanSpark, LLC be valued under US GAAP?

Relevant Accounting Literature
Considered - ASC 820

Accounting Question Analysis

As required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC 820, 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).

The Company was identified the quoted bid prices
as unadjusted quoted prices. If the market is considered ‘active’ these are Level 1 inputs, if the market is deemed
inactive they would be considered Level 2 inputs.

      2

Accounting Question #2: Does
the quoted market price of CLSK (fka SRTN) common stock have a readily determinable fair value?

Relevant Accounting Literature
Considered - FASB Master Glossary

The definition of Readily Determinable Fair
Value from the FASB Accounting Standards Codification Master Glossary (Master Glossary) reads as follows:

Readily Determinable Fair Value:

An equity security has a readily determinable
fair value if it meets any of the following conditions:

 a. The fair value of an equity security is readily determinable if sales
prices or bid and-asked quotations are currently available on a securities exchange registered with the U.S. Securities and Exchange
Commission (SEC) or in the over-the counter market, provided that those prices or quotations for the over-the counter market are
publicly reported by the National Association of Securities Dealers Automated Quotations systems or by OTC Markets Group Inc. Restricted
stock meets that definition if the restriction terminates within one year.

 b. The fair value of an equity security traded only in a foreign market
is readily determinable if that foreign market is of a breadth and scope comparable to one of the U.S. markets referred to above.

 c. The fair value of an equity security that is an investment in a mutual
fund or in a structure similar to a mutual fund (that is, a limited partnership or a venture capital entity) is readily determinable
if the fair value per share (unit) is determined and published and is the basis for current transactions.

Accounting Question Analysis

Per the FASB Master Glossary: The fair value
of an equity security was readily determinable because a sales prices and bid and-asked quotations were publicly reported by OTC
Markets Group Inc. On the date the transaction closed.

Accounting Question #3: What
is considered an active market?

Relevant Accounting Literature
Considered - ASC 820-10-35-54C

Overview:

 · In an active market, transactions for
the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

 · An orderly transaction assumes exposure
to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions
involving such assets or liabilities.

 · A fair value measurement may be affected
if there has been a significant decrease in the volume or level of activity for that item compared with its normal market activity.
Judgment may be required in determining whether based on the evidence available there's been a significant decrease.

 · If an entity concludes that the volume
or level of activity for asset or liability has significantly decreased, then further analysis of the transactions or quoted market
prices is required. A decrease in the volume or level of activity on it's own might not indicate their transaction or quoted price
is not representative of fair value or that are transaction in that market is not orderly.

 · It is not appropriate to presume
that all transactions in a market in which there is been a decrease in volume or level of activities are not orderly.

      3

Whether transactions take place with sufficient
frequency and volume to constitute an active market in a matter of judgement and depends on the facts and circumstances of the
market for the asset or liability. A market with limited activity may still provide relevant pricing information when there is
no contrary evidence that the pricing information in not relevant to the fair value of the asset.

The determination of whether a market is active
is not based upon the size of an entities holdings. For example a market that trades 1,000 shares of ABC common stock per day may
be considered active even if the entity holds 20,000,000 shares of ABC stock. An active market is not limited to national exchanges
like NYSE and LSE. Over the counter markets. (OTC) are considered active markets.

Accounting Question Analysis

Per ASC 820, The Company believes that the
trading activity of CLSK common shares represented an active and orderly market, although the Company acknowledges that the volume
is limited. Further the Company believes that the limited activity actually supports the representation that the trading represents
an orderly market with willing market participates. The Company has organically grown its interested shareholder base without
large fluctuations because the shareholders who are investing are generally investing in our Company and specific industry because
they understand the importance of the technology we have developed.

In the 90 days preceding the close of the transaction
the Company traded 20,832 shares or $64,009.50 in share dollar volume. During the same period the Company sold no shares
through a public or private offering.

Trading Activity for the 90 days preceding
the close of the transaction is summarized below.

    date
    close
    volume
    Total transaction value

    Private sales/purchases

    Nil
    Nil
    Nil
    Nil

    Public sales/purchases

    4/11/2016
      3.00
      3,300.00
      9,900.00

    4/12/2016
      3.50
      947.00
      3,314.50

    4/29/2016
      3.75
      100.00
      375.00

      April
      13,589.50

    5/2/2016
      3.00
      1,600
      4,800.00

    5/13/2016
      3.25
      100
      325.00

    5/16/2016
      3.00
      900
      2,700.00

    5/18/2016
      3.15
      700
      2,205.00

    5/19/2016
      2.00
      285
      570.00

    5/20/2016
      3.00
      100
      300.00

    5/25/2016
      3.25
      100
      325.00

    5/26/2016
      3.20
      300
      960.00

    5/27/2016
      3.25
      600
      1,950.00

       May
      14,135.00

    6/1/2016
      3.00
      4,100
      12,300.00

    6/3/2016
      3.10
      2,200
      6,820.00

    6/16/2016
      3.25
      1,600
      5,200.00

    6/17/2016
      3.00
      2,600
      7,800.00

    6/20/2016
      3.00
      400
      1,200.00

    6/22/2016
      3.00
      100
      300.00

    6/23/2016
      3.30
      300
      990.00

    6/24/2016
      3.25
      300
      975.00

    6/29/2016
      3.50
      200
      700.00

       June
      36,285.00

       TOTALS
      20,832
      64,009.50

      Average
sales price Prior 90 days
      3.07

      4

This dollar volume trades represents an increase
in activity and the Company believes that this represents an active market. Further the guidance only requires consideration of
the fair value of an active market if there are significant decreases in activity. There was an increase in activity and
not a decrease, so no further consideration was required on this matter. Further, the guidance suggests that it would inappropriate
to automatically assume that the market is not active or orderly based solely on volume and changes in volume.

Accounting Question #4: How
does the level of activity affect how fair value is measured for CLSK?

Relevant Accounting Literature Considered
- ASC 820-10-35-16B

Accounting Question Analysis

If the market for the assets is still active
and quoted prices continue to be available, then the fair value of the assets or liabilities continues to be measured at the quoted
market price on the measurement date (i.e., using a level 1 input).

We also considered the private placement trades
over the same period and there were no private sales of our stock to consider in the 90 days preceding the transaction.

Accounting Question #5: Is
there a requirement to adjust the stock price in consideration of the fair value per the above analysis?

Relevant Accounting Literature Considered
- ASC 820-10-35-37 / 35-37A

Conclusion -Accounting Question Analysis

Per ASC 820, the company concludes that the
valuation of the acquisition is best determined by a Level 1 measurement. In this case the Securities issues in exchange
for the assets acquired are considered a level one measurement as Unadjusted quoted market prices on an active market with an available
quoted price at the measurement date.

On the date of the transaction the Share price
was $3.50 but there was not active trading, as a result the Company took additional steps to determine if any significant unobservable
inputs needed to be considered. The Company identified two inputs that warranted consideration.

      5

 1) The private placement price of the shares available for purchase.

 § During the 90 days immediately preceding the transaction no
shares were sold as part of a private placement transaction.

 § On June 1, 2016 the Company filed a form D to open an offering of
the Company’s common stock at $0.80. This form D was filed prior to any consideration of the acquisition and upon identifying
the acquisition opportunity the Company ceased any fundraising efforts to avoid any concerns of improper disclosure.

 § Because no shares were sold immediately preceding the transaction,
it was determined that the private placement price should not be considered as part of the value.

 2) The lack of liquidity in the shares.

 § As discussed above ASC 820-10-35-54C does not require
the Company to have substantial liquidity in order to be deemed a market

 § Although trading occurred and a quoted value was available on the
day of the close the Company further considered whether a discount should be applied to the value of the stock.

 § In the 90 days immediately preceding the close of the transaction
the transaction there were 20,832 shares purchased and sold on the open markets at quoted market prices. The dollar volume of these
trades was $64,009.50. The average price of the trades was $3.07.

 § Based upon the need to consider a reduced price from the quoted $3.50
(level 1 measurement) on the date of the transaction due to limited liquidity. The Company deemed that a discount to the fair market
value of $0.43 or approximately 12% was reasonable and would be in line with the concept of prudence and conservatism while still
following US GAAP.

Final conclusions:

After consideration of all of the
above guidance and analysis of the fair value of the consideration issued. The Company determined that the most prudent and conservative
approach that still falls within the US GAAP would be to use quoted level one measurements but also account for the limited
liquidity. To account for the limited liquidity, it was deemed prudent to consider the average trading value of the shares over
the 90 days immediately preceding the transaction. The Company deemed it most conservative to use the lesser value between
the quoted share price on the day of the transaction ($3.50) and the average sales price over the prior 90 days ($3.07). The deemed
the fair value of the shares was therefore determined to be $3.07.

 b) In addition, please tell us in det