STRATEAN INC. (Form: 8-K, Received: 07/07/2016 17:29:28)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2016

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

Nevada	000-53498	87-044945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

70 North Main Street, Ste. 105

Bountiful, Utah

84010

(Address of principal executive offices)

(Zip Code)

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

___________________________________________________

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

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

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements provide Stratean Inc.’s (the “Company”) current expectations and forecasts about future events. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” “would,” “should” or comparable terminology or the negative of these words, or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause actual results to differ include, without limitation, failure to consummate or delays in consummating the transactions described herein, transaction costs associated with the transactions described herein, unexpected losses of economies of scope or scale as a result of the transactions described herein, a decrease or adjustment in the purchase price or other amendment to the definitive agreements for the transactions described herein, failure to obtain necessary governmental approvals for the transactions described herein, and other risks and uncertainties included in reports the Company files with or furnishes to the Securities and Exchange Commission. The Company cautions you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect the Company’s view only as of the date of this report. Stratean, Inc. undertakes no obligation to update any forward-looking information.

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Asset Purchase

On June 30, 2016, Stratean, Inc. and Cleanspark II, LLC, a wholly-owned subsidiary of Stratean, Inc. (together, the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CleanSpark Holdings LLC, CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (together, the “Seller”). The closing of the transactions contemplated by the Purchase Agreement occurred on June 30, 2016 (the “Closing Date”).

On the Closing Date, pursuant to the Purchase Agreement, the Company acquired all the assets (the “Assets”) and assume certain liabilities (the “Assumed Liabilities”) related to Seller and its line of business. The Assets the Company purchased from Seller include:

Equipment and other tangible assets;

Domain names, websites and intellectual property;

All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller;

Contracts to which Seller is bound;

Current and future customer accounts, including accounts receivable;

All investments, including the holdings that CleanSpark Holdings LLC has in CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc., and any investments those subsidiaries have as well; and

Any other assets of any nature whatsoever that are related to or used in connection with the business of Seller and its goodwill.

In exchange for the Assets, the Company assumed the Assumed Liabilities, consisting of certain accounts payable amounting to approximately $200,000 arising out of the Assets. The Company also issued to Seller six million (6,000,000) shares of common stock and two-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share.

Simultaneously with the Purchase Agreement, the Company entered into certain ancillary agreements (the “Ancillary Agreements”) with Seller, consisting of a bill of sale, intellectual property assignment and lock-up/leak-out agreement. The lock-up/leak-out agreement prevents Seller from selling the Company’s securities in the public market for a year .

The Purchase Agreement contains customary representations, warranties and covenants. In addition, the Company and Seller agreed to certain post-closing covenants, including the following:

The board of directors of the Company shall have approval and oversight over a management developed budget to exploit the Assets and will work with the management of CleanSpark II, LLC, to which the Assets have been transferred. For a period of nine months from the Closing Date, the Company agrees to fund on a monthly basis all pre-approved budgetary needs for CleanSpark II, LLC to achieve its business objectives.

The strategic management of Cleanspark II, LLC shall be determined by the board of directors of the Company. Management shall be appointed for Cleanspark II, LLC and they shall control the day-to-day operations of Cleanspark II, LLC, subject to the oversight of the Company and its board of directors. Employment agreements for appointed management of Cleanspark II, LLC will be negotiated prior to close but will hold an effective date post-closing. The parties shall jointly agree to a business plan for Cleanspark II, LLC within sixty (60) days of closing.

Within thirty (30) days of the Closing Date, the Company agrees to appoint one (1) candidate chosen by Seller to the board of directors of the Company. The Company’s board of directors still maintains exclusive rights to accept the suggested appointment and in the case the suggested appointment is rejected by the board, Seller will have the right to present a new candidate until such time as the candidate is approved by the Company’s board of directors. The term of the appointment of Seller’s member of the board shall be in accordance with the Company’s bylaws.

The Company will appoint an accounting firm of its choosing to maintain Seller’s financial records to ensure compliance with US GAAP. Within 71 days of closing, Seller shall provide the Company with an audit for the two latest fiscal year periods and reviewed financials for an interim period ending June 30, 2016 prepared by Seller’s independent auditor, satisfactory to the Company.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The Purchase Agreement has been included solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information, or to provide any other factual information, about the Assets, the Company or Seller. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of the Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Assets, the Company or Seller. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, as applicable, which subsequent information may or may not be fully reflected in public disclosures.

CleanSpark Business

Overview

As a result of the Purchase Agreement and the acquisition of the Assets, the Company intends to take over the CleanSpark business as another opportunity in the energy sector, along with its existing Gasifier business. The Company believes that that synergies created from these businesses will strengthen its overall capacity to obtain

financing, increase its customer base, open new distribution channels and increase its competitive strength in the energy market, all to the ultimate benefit of the Company’s shareholders.

Integral to CleanSpark’s business is the Flex Power System (the “System”), which the Company 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, storage and consumption. By having control over the facets of energy usage and 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.

Around the world, the aging grid is becoming unstable and unreliable due to increases in loads and lack of new large-scale generation facilities. This inherent instability is compounded by the push to integrate a growing number and variety of renewable but intermittent energy generators and advanced technologies into outdated electrical systems. Simultaneously, defense installations, industrial complexes, communities, and campuses across the world are turning to virtual power plants and microgrids as a means to decrease their reliance from the grid, utilize cleaner power, and enhance energy security and surety.

The convergence of these factors has created a “perfect storm” in the power supply optimization and energy management arena. Efficiently building and operating the macro- and microgrids of tomorrow, while maximizing the use of sustainable energy to produce affordable, stable, predictable, and reliable power on a large scale, is a significant opportunity that first-movers can leverage to capture a large share of this emerging global industry.

The System works with software that uses generation, consumption, and utility data to decide whether to use or store energy based on prioritized end-user benefits, including cost savings and critical loads. The flexible modular design gives users a turn-key solution that is capable of managing energy based on the needs of its user.

Energy Security Microgrids

Microgrids

A microgrid is comprised of any number of generation, energy storage, and smart distribution assets that serve a single or multiple loads, either connected to the grid or “islanded.” In the past, microgrids have consisted of off-grid generators organized with controls to provide power where utility lines cannot run. Today, modern microgrids integrate renewable energy generation systems, or REGS with advanced energy storage devices and interoperate with the local utility grid. Advanced autonomous cyber-secure microgrid controls relay information between intelligent hardware and localized servers to make decisions in real-time that deliver optimum power where it is needed, when it is needed.

Flex Power System

CleanSpark’s System is an integrated microgrid control platform that seamlessly integrates all forms of energy generation with energy storage devices and controls facility loads to provide energy security in real time free of cyber threats. Able to interoperate with the local utility grid, the System brings users the ability to choose when to buy or sell power to and from the grid, enabling what the Company believes is the most cost effective power solution on the market. CleanSpark’s innovative FractalGrid topology enables multiple microgrids to work together or disassociate based on the system and the customers’ best interest.

Some of the features of the System include the following:

Load Shifting – store excess energy generation and use it to meet peak demand during high-cost periods.
Power Quality – enable real-time support and control of reactive power, frequency and harmonics to ensure the integrity of sensitive electronics and control equipment.
Peak Shaving – supply virtually instantaneous energy to cover sudden usage spikes and reduce energy costs.
Power Smoothing – use stored energy to cover sudden drops or spikes in solar or wind that occur from cloud cover or wind gusts.
Frequency Regulation – counteract grid frequency deviations due to sudden load or generation changes through dispatch-able energy generation or storage.
Load Leveling – use active microgrids to optimize the utility grid, allowing central power plants to be run at a constant speed, maximizing fuel efficiency.
Demand Management and Response – curtail non-critical energy demand in response to current or predicted conditions of the microgrid or utility grid. This ensures future energy supply to the user and system integrity for the utility.
Protect Existing Energy Assets – CleanSpark’s microgrids are technology-agnostic and integrates legacy assets such as backup generation, combined heat and power, and power distribution systems.
Critical Load Security – energy independence and uninterruptible power to critical loads and facilities.
Predictive Capacity and Machine-Learning (Under Development) – integrate predictive resource analysis such as cloud coverage into microgrid load management. The System identifies patterns (e.g., a facility’s energy use, local weather conditions affecting energy generation) and improves its decision-making as historical data accumulates.

The Company believes that the System is ideal for commercial, industrial, healthcare, mining, defense, campus, and community users and ranges in size from 4 KW to 100 MW and beyond and can deliver power at or below the current cost of utility power in many geographies based on local rate structures and regional energy production factors..

CleanSpark’s Microgrid-as-a-Service (MaaS)

CleanSpark works with customers on the design, engineering, integration, installation and operations of the System.

FractalGrid Architecture

Fractals are structures that are self-similar at different scales. The CleanSpark FractalGrid architecture allows any number of microgrids to aggregate into a self-governing, dynamically optimizing network that functions as an individual microgrid. CleanSpark’s technology can integrate with any new or existing generation and storage assets to control loads and meet the customer’s energy goals. All hardware components are commercial-off-the-shelf (COTS) from Tier 1, ISO 9000 vendors. This allows the FractalGrid to continue developing its “plug-and-play” library with additional supported vendors and technologies as an evolving energy operating platform. It is made to scale and evolve as a customer’s business changes over time.

User Interface

The user-centric interface promotes building occupant awareness through real-time display of energy performance and sustainable building information. By way of kiosks, video displays, desktops, tablets, and mobile devices a facility’s comprehensive energy use is displayed in a user-friendly manner, whether energy is obtained from the utility, solar, wind, gas, waste, storage, or any other proven technology.

A customer can access both individual and portfolio views through CleanSpark’s web portal and/or a local Microgrid Operations Center (MOC), displaying specific real-time performance details. Additional data is available, including past and future performance figures, on site conditions, and engineering data, such as voltages and operations and maintenance information. A display can be deployed at any site to bring efficiency awareness to personnel.

Employees

No employees are transferred by way of this transaction and any retention of key staff will be addressed in separate agreements.

Competition

The amount of advanced energy management service providers for microgrids with comparable technologies and track record are few, but growing at a rapid pace. Because of the breadth of capability and the mission of CleanSpark, the company competes with numerous firms in the software and controls space with greater financial resources and name recognition. The majority of the competition is occupied by established companies, which may be defined as “Traditional” microgrid vendors. There are also a number of early stage companies that focus on either software or controls or energy storage that are defined as “Emerging” vendors that have started to gain traction in the marketplace.

Some of the Traditional vendors include: Schneider Electric, General Electric, ABB and ZBB. Some of the Emerging vendors include: SolarCity/Gridlogic, Stem, Power Analytics, Spirae, Green Energy Corp. and Geli. The Company intends to compete with these more established companies and believes its competitive advantages are as follows:

Software – The mPULSE software is faster and able to integrate devices and components in a more seamless fashion than known competition. The speed of decision-making fully unlocks the potential of distributed renewables by providing control of storage devices to a near instantaneous degree. The event driven service oriented architecture built upon a robust enterprise service buss enables near real-time monitoring and control which offer a high degree of scalability.
FractalGrid Architecture - The FractalGrid architecture enables machine-to-machine or microgrid-to-microgrid communications that offers a high degree of scalability. This patent pending approach is believed to be the most efficient and effective method to construct large campus microgrid systems. This topology is believed to be the most rapid, robust and reliable way to transform the centralized model to a distributed nodal system.
Open Source platform – Traditional micro grid software and control systems are developed for project specific purposes with proprietary technology. Traditional systems are designed to work well with only the developer’s own equipment and software. This can result in expensive and complicated integration. CleanSpark has designed its software and controls using open standards to ensure compatibility with future devices, components and software applications.
Cyber-Security – The fPS has been developed using the defense-in-depth approach that is taken to ensure strong security is maintained at all levels and compliant with the strictest national security standards.
Strong intellectual property – CleanSpark’s FractalGrid patent (non-provisional granted) may be the most efficient microgrid architecture for reliability, security and scalability. The Company has also filed several other patents related to its software and microgrid architecture and continues to develop patentable software and hardware products as well as advanced trade secrets.
Turnkey microgrid / energy security solution – In many geographies, CleanSpark and its storage solutions provide the most affordable, integrated microgrid solution. Navigant Research estimates microgrid costs at $5,000-$7,000/kw compared to CleanSpark’s at ~$3,500/kw, depending on the configuration.

Government Regulation

The Company is subject to federal, state and local laws and regulations governing environmental quality and pollution control. It is anticipated that, absent the occurrence of an extraordinary event, compliance with existing federal, state and local laws, rules and regulations concerning the protection of the environment and human health will not have a material effect upon the Company, its capital expenditures, or earnings. The Company cannot predict what effect additional regulation or legislation, enforcement policies thereunder and claims for damages for injuries to property, employees, other persons and the environment resulting from its operations. The Company’s operations related the CleanSpark business and System are subject to environmental regulation by state and federal authorities including the Environmental Protection Agency ("EPA"). This regulation has not increased the cost of planning, designing and operating to date. Although the Company believes that compliance with environmental regulations will not have a material adverse effect on its operations or results of these operations, there can be no assurance that significant costs and liabilities, including criminal penalties, will not be incurred. Moreover, it is possible that other developments, including stricter environmental laws and regulations, and claims for damages for injuries to property or persons resulting from our activities could result in substantial costs and liabilities.

In addition, companies operating in the energy space are subject to various local, utility, state, and federal policy requirements regarding the generation and sale of electricity. Given increasing renewable energy and grid resili ency initiatives at all policy levels, it is believed that future developments may be beneficial to CleanSpark’s operations.

In the conduct of the Company’s activities its operations will be subject to the requirements of the federal Occupational Safety and Health Act ("OSHA") and comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and similar state statutes require the Company to organize information about hazardous materials used, released or produced in its operations. Certain of this information must be provided to employees, state and local governmental authorities and local citizens. The Company is also subject to the requirements and reporting set forth in OSHA workplace standards.

Risk Factors Associated with CleanSpark Business

The Company expects to experience increased working capital requirements in connection with the acquisition of CleanSpark’s Assets, which could adversely affect the Company’s ability to meet its financing obligations both to its existing business and the CleanSpark business line.

If the Company does not obtain additional financing, the Company’s business plans will be delayed and the Company may not achieve profitable operations.

At March 31, 2016, the Company had cash on hand of $151,689 and accumulated a deficit of $4,156,644. The Company has raised approximately $460,000 for the year ended September 30, 2015 and through the interim period ending March 31, 2016. The Company will need a minimum of $1,500,000 in capital will be needed for general administrative expenses, development of the Company’s existing Gasifier and newly acquired CleanSpark Assets, and marketing costs.

The Company’s operations could require the Company to utilize large sums of working capital, sometimes on short notice and sometimes without the ability to completely recover the expenditures on a timely basis or at all. If the Company encounters significant working capital requirements or cash outflows as a result of these or other factors, the Company may not have sufficient liquidity or the credit capacity to meet all of the Company’s cash needs.

The Company does not currently have any arrangements for financing and obtaining additional financing will be subject to a number of factors, including general market conditions, investor acceptance of the Company’s plan of operations and initial results from the Company’s business operations. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to the Company. Failure to raise additional financing may cause the Company to go out of business. If this happens, you could lose all or part of your investment.

The Company has a limited operating history and, accordingly, you will not have a significant basis on which to evaluate the Company’s ability to achieve the Company’s business objectives.

The Company has had limited operating results to date. The Company has a very limited operating history with comparatively limited assets and cash resources. Because of the Company’s limited operating history, you will have a small basis upon which to evaluate the Company’s ability to achieve the Company’s business objectives.

The Company may be forced to litigate to enforce or defend its intellectual property rights, which could negatively impact the Company’s business.

The Company may be forced to litigate to enforce or defend its intellectual property rights against infringement and unauthorized use by competitors, and to protect its trade secrets. In so doing, the Company may place its intellectual property at risk of being invalidated, held unenforceable, narrowed in scope or otherwise limited. Further, an adverse result in any litigation or defense proceedings may increase the risk of non-issuance of pending applications. Any such litigation could be very costly and could distract management from focusing on operating the Company’s business. The existence and/or outcome of any such litigation could harm the Company’s business, results of operations and financial condition.

Recently, CleanSpark has completed a preliminary investigation in relation to past employee(s) whom may have had acc ess and ability to remove confidential information from its possession that could be used to compete in similar applications. At this time it is unclear if any confidential information was retained by former employees but the

Company intends to further its investigation in the coming months and will take all measures to protect its intangible assets.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Company’s confidential and proprietary information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our stock.

The Company may not be able to protect its proprietary technology in the marketplace or the cost of doing so may be prohibitive or excessive.

The Company’s success will depend, in part, on its ability to obtain patents, protect its trade secrets and operate without infringing on the proprietary rights of others. The Company plans to rely upon a combination of patents, trade secret protection (i.e., know-how), and confidentiality agreements to protect the intellectual property of its System. The scope and validity of patents in the energy field involve complex legal and scientific questions and can be uncertain. Where appropriate, the Company seeks patent protection for its System. Filing, prosecuting and defending patents throughout the world would be prohibitively expensive, so the Company’s policy is to patent technology in jurisdictions with significant commercial opportunities. However, patent protection may not be available for some of the System.

The Company has filed a patent application 14/885,627 titled, “Establishing Communication and Power Sharing Links Between Components of a Distributed Energy System.” To maintain the status of the application, the Company must respond to the U.S. Patent and Trademark Office. This will involve Company time and resources, which may not be available.

If the Company must spend significant time and money obtaining patent protection or protecting or enforcing its patents, if obtained, its business results of operations and financial condition may be harmed. The Company may not develop additional proprietary products that are patentable.

Many companies have encountered significant problems in protecting and enforcing intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to energy, which could make it difficult for the Company to stop the infringement of its patents or marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce the Company’s patent rights in foreign jurisdictions could result in substantial cost and divert efforts and attention from other aspects of the Company’s business.

In addition, patents have a limited lifespan. In most countries, including the United States, the standard expiration of a patent is 20 years from the effective filing date. Various extensions of patent term may be available in particular countries, however in all circumstances the life of a patent, and the protection it affords, has a limited term.

Any loss of, or failure to obtain, patent protection could have a material adverse impact on the Company’s business. As such, the Company may be unable to prevent competitors from entering the market with products that are similar to or the same as the System.

Further given that our technology relates to energy, political pressure or ethical decisions may result in a change to the scope of patent claims for which the Company may be eligible. Different patent offices throughout the world may adopt different procedures and guidelines in relation to what is and is not patentable and as a result different protection could be obtained in different areas of the world which may impact the Company’s ability to maximize commercialization of its technology.

The Company may also incur increased expenses and cost in relation to the filing and prosecution of patent applications where third parties choose to challenge the scope or oppose the grant of any patent application or, following grant, seek to limit or invalidate any patent.

Any increased prosecution or defense required in relation to such patents and patent applications, whether relating to third party observation or any other third party challenge or opposition, entails increased cost and resource commitment to the business and may result in patents and patent applications being abandoned, invalidated or narrowed in scope.

The Company may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

The Company relies on trade secrets to protect its proprietary know-how and technological advances, especially where it does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. The Company relies, in part, on confidentiality agreements with its employees, consultants, outside collaborators and other advisors to protect its trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover the Company’s trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of the Company’s proprietary rights. Failure to obtain or maintain trade secret protection, or failure to adequately protect the Company’s intellectual property, could enable competitors to develop generic products or use the Company’s proprietary information to develop other products that compete with the Company’s System or have additional, material adverse effects upon the Company’s business, results of operations and financial condition.

In addition, the Company may provide trial periods to third parties under material transfer agreements, including to government entities or other organizations that the Company cannot control. There is a risk that such third parties could disclose details of the Company’s technology to others that could facilitate or assist such parties in the development of competing products.

Because CleanSpark is dependent on a small concentration of customers, any loss of a customer or failure to obtain additional customers will result in negative operating results and could put the Company out of business.

CleanSpark’s and its wholly owned subsidiares’ revenues are concentrated in 3 customers: City of Colton; a private golf club and Camp Pendleton FractalGrid Demonstration. The loss of one or more of these customers or the failure to acquire more customers could have a significant negative impact on the Company’s operating results and could put the Company out of business.

Because CleanSpark is a small company in a large industry of well-established and well-known companies, it may encounter difficulties procuring customers and projects.

The majority of the Company’s competition is occupied by established companies, which may be defined as “Traditional” microgrid vendors. There are also a number of early stage companies that focus on either software or controls or energy storage that are defined as “Emerging” vendors that have started to gain traction in the marketplace.

The Company is a small Emerging vendor in a very large energy industry. Many of the Company’s competitors have greater financial resources and brand recognition. While the Company believes that its technology has strong competitive strengths, it may have difficulty locating customers and establishing projects. Sales in this industry are oftentimes project-based and are usually obtained through a subcontract with a large general contractor. The Company may not win projects due to its size and perceived value and experience. In addition, large general contractors may see the Company as a competitor and choose not do business with it. In addition, larger competitors may have the resources to under bid projects, which the Company could not afford to take.

There are also risks associated with the Company’s inability to support customers that require support staff that the Company does not have or customers that are not in proximity with the Company over long distances. The Company may have geographic limitations on projects it is able to bid on due to limited resources and limited size of personnel. Currently all projects are in California as the operations are headquartered in San Diego, California. The Company plans to expand into the west coast and then into the mid-west, but that will take time and resources that the Company does not currently have available.

If the Company is unable to locate customers and expand its base of operations, it may never successfully compete in the industry and could go out of business.

Because of the nature and location of a FractalGrid asset on Camp Pendleton, the U.S. Marine Corps may assert its right to take possession of the system with cause.

The California Energy Commission awarded $1.7 million to Harper Construction Company, Inc. in July 2013 to support a microgrid technology demonstration project. CleanSpark was subcontracted to provided design, development, integration, and installation services for the FractalGrid at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton.

The project included integration of CleanSpark’s proprietary software and controls platform with a variety of energy storage technologies to include various energy storage devices. Together, the energy storage devices stores solar energy generated by existing fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSpark’s distributed controls combine the generation and storage technologies to create four separate microgrids that self align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level.

The project has demonstrated that in the event of an outage or other energy surety threat, the software has the ability to autonomously separate the microgrids from the utility and the controls operate them independently in “island” mode, and in most cases without interrupting service to critical circuits. Once energy from the grid is stabilized, CleanSpark’s platform has demonstrated its ability to reconnect the microgrid to the utility.

CleanSpark’s agreement on the project provides that Camp Pendleton may assert a right to take possession of the system for cause, defined as what may be necessary in the interest of the United States Marine Corps for defense purposes.

CleanSpark may become a party to lawsuits/disputes fro m time to time with uncertain consequences, the outcome of potential judgments may negatively affect the Company’s financial condition and results of operations.

CleanSpark was notified of Trademark infringement regarding its “Synapse” line of microgrid controllers. Another vendor has been using a similar naming convention and asserted CleanSpark’s naming convention created ambiguity in the marketplace. CleanSpark has agreed to rename its product to resolve the issue. CleanSpark is in the process of revising marketing and public materials accordingly.

As the Company continues to grow, it can expect to have to deal with lawsuits that affect its business. Lawsuits are uncertain and involve a substantial degree of risk. If the Company is unable to successfully prosecute or defend these actions, its financial condition and results of operations could suffer.

The Company’s products may contain defects, which could adversely affect the Company’s reputation and cause it to incur significant costs, which it may not be able to afford.

Defects may be found in the Company’s products. Any such defects could cause the Company to incur significant return and exchange costs, re-engineering costs, divert the attention of the Company’s engineering personnel from product development efforts, and cause significant customer relations and business reputation problems. Any such defects could force the Company to undertake a product recall program, which could cause the Company to incur significant expenses and could harm its reputation and that of its products. If the Company delivers products with defects, the Company’s credibility and the market acceptance and sales of its products could be harmed.

If the Company is the subject of future product defect or liability suits, its business will likely fail.

In the course of the Company’s planned operations, it may become subject to legal actions based on a claim that its products are defective in workmanship or have caused personal or other injuries. The Company, through one of the subsidiaries acquired, has liability insurance , but it may not be adequate to cover all potential claims. Moreover, even with sufficient insurance coverage, any successful claim could significantly harm its business, financial condition and results of operations.

Because the Company does not have exclusive agreements with the third party vendors that will supply the Company’s hardware components, the Company may be unable to effectively supply and distribute hardware

components to customers, which would adversely affect the Company’s reputation and materially reduce its revenues.

The Company does not own or operate any manufacturing facilities. However, there are a number of vendors that are capable of providing the hardware the Company uses for its FractalGrid Architecture. The Company has no written agreements with its vendors. The Company’s arrangement with its vendors to acquire components is strictly through purchase orders.

If the Company loses the services of its third party vendors, it may be unable to secure the services of replacement vendors in a manner that would not harm or disrupt the Company’s business. In addition, because the Company does not have written agreements with its vendors, they could refuse to supply some or all of the needed components, reduce the number of components that they supply or change the terms and prices under which they normally supply components. The occurrence of any such conditions will have a materially negative effect upon the Company’s reputation and its ability to deploy the System, which will cause a material reduction in the Company’s revenues.

If the Company fails to adequately manage the size of its business, it could have a severe negative effect on financial results or stock price.

The Company’s management believes that in order to be successful it must appropriately manage the size of its business. This may mean reducing costs and overhead in certain economic periods, and selectively growing in periods of economic expansion. In addition, the Company will be required to implement operational, financial and management information procedures and controls that are efficient and appropriate for the size and scope of operations. The management skills and systems currently in place may not be adequate and the Company may not be able to manage any significant cost reductions or effectively provide for its growth.

The loss of executive officers or key employees could have a material adverse effect on the Company’s business.

The Company depends greatly on the efforts of the Company’s executive officers and other key employees to manage the Company’s operations, including new employees needed to run the CleanSpark side of the business.

The Company has not yet retained any designers and engineers needed to run the CleanSpark business. Staffing key personnel is expected to be addressed in separate agreements with qualified consultants within the coming weeks. The Company will need engineers with specific knowledge in designing and developing its products and services and there are limited resources available that have this specific experience. The Company will also need to hire professionals who understand the process, procedure and regulations associated with the energy sector. We will also need to identify sales and marketing professionals with specific experience in selling into energy sector channels.

The market for skilled employees is highly competitive, especially for employees in technical fields. There can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

Personnel may voluntarily terminate their relationship with the Company at any time, and competition for qualified personnel, especially engineers, is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out the Company’s strategy could be lengthy, costly and disruptive.

If the Company is unable to hire key personnel to run its business, lose the services of key personnel, or fail to replace the services of key personnel who depart, the Company could experience a severe negative effect on our financial results and stock price. In addition, there is intense competition for highly qualified engineering and marketing personnel in the locations where the Company principally operates. The failure to acquire the services of any key engineering, marketing or other personnel or the Company’s failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on the Company’s business, operating and financial results and stock price.

The Company’s growth is dependent on obtaining new contracts and the failure to secure those contracts will result in poor operating results and could ultimately cause the Company to go out of business.

The Company’s strategy is to grow by selling and licensing Gasification and CleanSpark systems and other energy technologies. Successful implementation of this strategy is conditional on numerous conditions, such as the ability to identify and close sales and there can be no assurance that the Company’s expansion strategy can be successfully executed. If the Company is unable to obtain contracts to generate revenues, the Company will go out of business.

The Company’s failure to meet government regulations or any unfavorable changes in government regulation could harm the Company’s business.

The Company’s products and services are subject to various international, federal, state and local laws, regulations and administrative practices affecting the Company’s business. Projects using the Company’s systems could be delayed or prevented by difficulties in obtaining or maintaining the required approvals, permits or licenses. The Company cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and if promulgated, or disparate federal, state and local regulatory issues would have on the Company’s business in the future.

Government regulation, environmental risks and taxes could adversely affect the Company’s operating results.

The Company's energy operations will be subject to regulation by federal and state governments, including environmental laws. To date, the Company has not had to expend significant resources in order to satisfy environmental laws and regulations presently in effect. However, compliance costs under any new laws and regulations that might be enacted could adversely affect the Company's business and increase the costs of planning, designing, and producing the Company’s products.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.

On June 30, 2016, the Company issued a total of 600,000 shares of its Series A Preferred Stock to the four members of the Company’s board of directors for services rendered.

The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 Changes in Control of Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the change of control of the registrant is incorporated by reference into this Item 3.02.

As a result of the issuance to Seller (namely Cleanspark Holdings, LLC) amounting to roughly 22% of the Company’s issued and outstanding shares of common stock, there has been a change in control of the Company.

In connection with the change in control of our company, Seller has the right to appoint one person to the Company’s board of directors, as discussed more fully in Item 1.01 above.

There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 3.02 of this Current Report on Form 8-K that relates to the compensatory arrangements of directors is incorporated by reference into this Item 5.02.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On July 7, 2016, we issued a press release concerning the acquisition of assets of CleanSpark. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired

To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(b)

Pro forma financial information .

To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.	Description
2.1	Asset Purchase Agreement, dated June 30, 2016
99.1	Press Release, dated July 7, 2016

SIGNATURES

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

Stratean, Inc.

	/s/
	Zachary Bradford

Zachary Bradford
Chief Financial Officer

	Date:
	July 7, 2016

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is made as of this 30th day of June, 2016 (this “Agreement”) by and among Stratean, Inc., a Nevada corporation (“Parent”), and CleanSpark II, LLC, a Nevada limited liability company and wholly owned subsidiary of Parent (together, “Purchaser”), on the one hand, and CleanSpark Holdings LLC, a Delaware limited liability company (“CleanSpark”) on behalf of itself and its Affiliates (as that term is defined below), including, without limitation, CleanSpark LLC, a California limited liability company, CleanSpark Technologies LLC, a Delaware limited liability company, and Specialized Energy Solutions, Inc., a California corporation (together with CleanSpark, “Seller”), on the other hand. Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Purchaser desires to purchase from the Seller and the Seller desires to sell to the Purchaser all of Seller’s rights, title and interest in and to the Assets (as hereinafter defined), all upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 CERTAIN DEFINITIONS.

(a) The following terms, when used in this Agreement, shall have the respective meanings ascribed to them below:

“ACTION” means any claim, action, suit, inquiry, hearing, investigation or other proceeding.

“AFFILIATE” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is controlled by or is under common Control with, such Person. For purposes of this definition, “CONTROL” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, as trustee or executor, by Contract or credit arrangement or otherwise.

“AGREEMENT” has the meaning set forth in the preamble hereto.

“ANCILLARY AGREEMENTS” means the Bill of Sale, the IP Assignment and the Lock-Up Agreement.

“ASSETS” has the meaning set forth in Section 2.1.

“BILL OF SALE” has the meaning set forth in Section 3.2(a).

“BUSINESS DAY” means any day other than Saturday, Sunday or any day on which banks in Las Vegas, Nevada are required or authorized to be closed.

“CLOSING” has the meaning set forth in Section 3.1.

“CLOSING DATE” has the meaning set forth in Section 3.1.

“COMPETITIVE PRODUCT” means any product that competes directly with the use, potential use, or expected use of the Assets, or any part thereof, or with any product currently sold by Purchaser.

“CONTRACT” means any agreement, lease, debenture, note, bond, evidence of Indebtedness, mortgage, indenture, security agreement, option or other contract or commitment (whether written or oral).

“EXCLUDED ASSETS” has the meaning set forth in Section 2.3.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the specified period and all prior comparable periods.

“GOVERNMENTAL ENTITY” means any government or political subdivision thereof, whether foreign or domestic, federal, state, provincial, county, local, municipal or regional, or any other governmental entity, any agency, authority, department, division or instrumentality of any such government, political subdivision or other governmental entity, any court, arbitral tribunal or arbitrator, and any nongovernmental regulating body, to the extent that the rules, regulations or orders of such body have the force of Law.

“INDEBTEDNESS” means, as to any Person: (i) all obligations, whether or not contingent, of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (ii) all obligations of such Person evidenced by notes, bonds, debentures, capitalized leases or similar instruments, (iii) all obligations of such Person representing the balance of deferred purchase price of property or services, (iv) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (v) all indebtedness created or arising under any conditional sale or other title retention Contract with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such Contract in the event of default are limited to repossession or sale of such property), (vi) all indebtedness secured by any Lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person, and (vii) all indebtedness referred to in clauses (i) through (vi) above of any other Person that is guaranteed, directly or indirectly, by such Person.

“INTELLECTUAL PROPERTY” means: all (i) discoveries and inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all United States, international, and foreign patents, patent applications (either filed or in preparation for filing), patent disclosures and statutory invention registrations, including all reissuances, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, and other source identifiers (whether or not registered) including all common law rights, all registrations and applications for registration (either filed or in preparation for filing) thereof, all rights therein provided by international treaties or conventions, and all renewals of any of the foregoing, (iii) all copyrightable works and copyrights (whether or not registered), all registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all data and documentation relating thereto, (iv) confidential and proprietary information, trade secrets, know-how (whether patentable or nonpatentable and whether or not reduced to practice), processes and techniques, research and development information including patent and/or copyright searches conducted by Seller and/or any third party, ideas, technical data, designs, drawings and specifications, (v) Software, (vi) coded values, formats, data and historical or current databases, whether or not copyrightable, (vii) domain names, Internet websites or identities used or held for use by the Seller, (viii) other proprietary rights relating to any of the foregoing (including without limitation any and all associated goodwill and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions), and (ix) copies and tangible embodiments of any of the foregoing.

“IP ASSIGNMENT” has the meaning set forth in Section 3.2(b).

“KNOWLEDGE” means the actual or constructive knowledge after due inquiry of any current officer or manager of the Seller.

“LAWS” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Entity.

“LIABILITY” means all Indebtedness, obligations and other Liabilities of a Person, whether absolute, accrued, contingent, fixed or otherwise, and whether due or to become due (including for Taxes).

“LIEN” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, whether voluntary or involuntary (including any conditional sale Contract, title retention Contract or Contract committing to grant any of the foregoing).

“LOCK-UP AGREEMENT” has the meaning set forth in Section 3.2(c).

“LOSS” means any and all damages, fines, fees, penalties, deficiencies, losses and expenses (including, without limitation, all interest, court costs, fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment).

“MATERIAL ADVERSE EFFECT” means any material adverse effect on the condition, operations, business, prospects or results of sales of the Seller; PROVIDED, HOWEVER, that any adverse effect arising out of or resulting from the entering into of this Agreement or the consummation of the transactions contemplated hereby, shall be excluded in determining whether a Material Adverse Effect has occurred.

“ORDER” means any writ, judgment, decree, injunction or similar order of any Governmental Entity (in each case whether preliminary or final).

“PERSON” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, estate, joint venture, unincorporated organization, Governmental Entity or any other entity of any kind.

“PURCHASE PRICE” has the meaning set forth in Section 2.1.

“PURCHASER” has the meaning set forth in the preamble hereto.

“REPRESENTATIVES” means, with respect to any Person, the directors, officers, managers, employees, counsel, accountants and other authorized representatives of such Person.

“SELLER” has the meaning set forth in the preamble hereto.

“SOFTWARE” means all computer software, including source code, object code, machine-readable code, HTML or other markup language, program listings, comments, user interfaces, menus, buttons and icons, web applications and all files, data, manuals, design notes, research and development documents, and other items and documentation related thereto or associated therewith.

“SOLVENT” means, with respect to the Seller, that (a) the Seller is able to pay its Liabilities, as they mature in the normal course of business, and (b) the fair value of the assets of the Seller is greater than the total amount of Liabilities of the Seller.

“TAX RETURNS” means all returns and reports (including elections, claims, declarations, disclosures, schedules, estimates, computations and information returns) required to be supplied to a tax authority in any jurisdiction relating to Taxes.

“TAXES” means all federal, state, local and foreign income, profits, franchise, license, social security, transfer, registration, estimated, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax.

“THIRD-PARTY CLAIM” has the meaning set forth in Section 7.2(a).

“TRANSFER TAXES” means all sales, use, value added, excise, registration, documentary, stamps, transfer, real property transfer, recording, gains, stock transfer and other similar Taxes and fees.

(b) For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (i) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders; (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of this Agreement; (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and (v) the words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II

PURCHASE AND SALE OF ASSETS

2.1 PURCHASE AND SALE OF ASSETS.

(a) At the Closing, as hereinafter defined, Purchaser shall pay Seller for the Assets (the “ Purchase Price ”) equity in Purchaser, including shares of common stock, par value $0.001 per share, consisting of six million (6,000,000) shares of Purchaser’s common stock and two-year “WARRANTS” to purchase four million five hundred thousand (4,500,000) shares of the Purchaser’s common stock at an exercise price of $1.50 per share (collectively, the “SHARES”), as of the Closing of this Agreement. The Shares shall be issued bearing a restrictive legend, titled and in denominations as shall be directed by Seller at Closing. The Warrants will be in the form and substance of that contained in Exhibit D, to be entered into in denominations as shall be directed by Seller at Closing.

(b) In consideration of the payment by the Purchaser of the Purchase Price, the Seller hereby agrees to sell, convey, transfer, assign, grant and deliver to the Purchaser, and the Purchaser hereby agrees to purchase, acquire and accept from the Seller, at the Closing, all of the Seller’s right, title and interest in and to all of the Assets, free and clear of all Liens. The Assets will be transferred and held in Cleanspark II, LLC. The term “ASSETS” means all assets of Seller of any nature and kind whatsoever, including but not limited to the following: (a) the Equipment and other Tangible Assets set forth on Schedule 2.1(b) attached hereto; (b) all Domain Names, websites and Intellectual Property of Seller as set forth on Schedule 4.6 attached hereto; (c) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller with respect to (a) above, whether arising by way of counterclaim or otherwise; (d) contracts to which Seller is bound as set forth on Schedule 4.5; (e) all current and future customer accounts, including accounts receivable as set forth on Schedule 2.1(b) hereto; and (f) any other assets of any nature whatsoever that are related to or used in connection with the business of Seller and its goodwill.

2.2 ASSUMPTION OF LIABILITIES. For greater certainty, the Purchaser assumes no Liabilities relating to the Assets or the Seller or the Seller’s business (including Tax Liabilities) except as are expressly set forth on Schedule 2.2.

2.3 EXCLUDED ASSETS. There are no Excluded Assets.

ARTICLE III

THE CLOSING

3.1 CLOSING. The closing of the transactions contemplated hereby (the “CLOSING”) shall take place on June 30, 2016, at 11:59PM at the offices of the Purchaser (the “CLOSING DATE”).

3.2 DELIVERY OF ITEMS BY THE SELLER. The Seller shall deliver to the Purchaser at the Closing the items listed below:

(a) a Bill of Sale, duly executed by the Seller, in the form attached hereto as Exhibit A (the “BILL OF SALE”);

(b) an Intellectual Property Assignment, duly executed by the Seller, in the form attached hereto as Exhibit B (the “IP ASSIGNMENT”);

(d) at least a one (1) year E&O/D&O policy on Seller to commence on Closing;

(e) written letter of instructions to Purchaser, specifying the names and denominations in which the Shares are to be delivered, executed by all Sellers, together with tax identification numbers and mailing addresses for each recipient; and

(f) such other documents and instruments as the Purchaser may reasonably request.

3.3 DELIVERY OF ITEMS BY THE PURCHASER. The Purchaser shall deliver to the Seller at the Closing the items listed below:

(a)

the Shares, (including Warrants in substantially the form attached hereto as Exhibit D); and

(b) such other documents and instruments as the Seller may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

As an inducement to the Purchaser to enter into this Agreement, Seller represents and warrants to the Purchaser as follows:

4.1 AUTHORIZATION. The Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations hereunder and thereunder. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery hereto and thereof by the Purchaser, constitute the valid and legally binding obligations of the Seller enforceable in accordance with their respective terms.

4.2 BROKERS’ FEES. No agent, broker, finder, investment banker, financial advisor or other similar Person will be entitled to any fee, commission or other compensation in connection with any of the transactions contemplated by this Agreement on the basis of any act or statement made or alleged to have been made by the Seller, any of its Affiliates, or any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Seller or any such Affiliate.

4.3 NONCONTRAVENTION. Except for modification of all CleanSpark Holdings, LLC convertible promissory notes which have been disclosed to purchaser neither the execution, delivery or performance of this Agreement or the Ancillary Agreements, as applicable, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any Law or Order or other restriction of any Governmental Entity to which the Seller may be subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, create in any party the right to accelerate, terminate, modify, cancel, require any notice under or result in the creation of a Lien on any of the Assets under, any Contract to which the Seller is a party or by which it is bound and to which any of its Assets is subject.

4.4 LITIGATION. There is no pending or, to the Knowledge of the Seller, threatened Action against or affecting the Assets except as outlined in Schedule 4.4. Neither the Seller nor the Assets are subject to any Order restraining, enjoining or otherwise prohibiting or making illegal any action by the Seller, this Agreement or any of the transactions contemplated hereby. See Schedule 4.4 for relevant Seller disclosures.

4.5 CONTRACTS. Except as disclosed on Schedule 4.5, there are no executory Contracts (whether license agreements, development agreements or otherwise), to which any of the Assets are bound or subject (other than this Agreement).

4.6 INTELLECTUAL PROPERTY.

Seller represents and warrants that:

(a) Schedule 4.6 contains a list of all patents, trade names, trademarks and/or copyrights and all applications therefor owned by Seller with respect to the Assets and all licenses, if any, relating to the foregoing patents, trade names, trademarks and/or copyrights and all applications therefor. Schedule 4.6 identifies the owner of each item listed thereon and, in the case of registrations and applications, the application or registration number and date. The Seller has not taken any action that could result in any of the registrations and applications for registration for the Assets not being valid and in full force and effect.

(b) Except as disclosed on Schedule 4.6, the Seller is the sole and exclusive owner of, and has good and marketable title to, all of the Intellectual Property in and to the Assets, including the Intellectual Property set forth on Schedule 4.6, free and clear of all Liens. Except as disclosed on Schedule 4.6, the Seller has sole and exclusive right to develop, perform, use, create derivative works of, operate, reproduce, market, sell, license, display, distribute, publish and transmit the Intellectual Property in and to the Assets. Upon the Closing, except as disclosed on Schedule 4.6, the Purchaser will have sole and exclusive right, title and interest in and to the Intellectual Property in and to the Assets, such that the Purchaser shall thereafter have sole and exclusive rights to perform, reproduce, create derivative works of, develop, use, operate, market, sell, license, display, publish, transmit and distribute the Assets, free of all encumbrances. The Seller has taken reasonable measures to protect the proprietary nature of the Intellectual Property in and to the Assets and to maintain in confidence the trade secrets and confidential information that it owns or uses. Except as disclosed on Schedule 4.6, no other Person has any rights to any of Intellectual Property in and to the Assets and, to the knowledge of the Seller, no other Person is infringing, violating or misappropriating any of the Intellectual Property in and to the Assets.

(c) With respect to the Seller’s Intellectual Property contributed to the Assets, such Intellectual Property does not infringe upon, violate or constitute a misappropriation of any Intellectual Property or other right of any other Person. In addition, to Seller’s knowledge, none of the activities or business presently conducted by the Seller with respect to the Assets infringes or violates, or constitutes a misappropriation of, any Intellectual Property or other right of any other Person. Neither the Seller nor any Affiliate of the Seller has received any written complaint, claim or notice alleging any such infringement, violation or misappropriation. Further, neither the Seller nor any Affiliate of the Seller has disclosed to any Person, any product formula or design, or any portion or aspect of any product formula or design, which is part of the Assets, including the Intellectual Property.

4.7 TITLE TO ASSETS. Except as to Intellectual Property (which warranty is contained in Section 4.6): (i) the Seller has good and marketable title to all of the Assets free and clear of all Liens; (ii) this Agreement and the instruments of transfer to be executed and delivered pursuant hereto will effectively vest in the Purchaser good and marketable title to all of the Assets free and clear of all Liens; (iii) and no Person other than the Seller has any ownership interest in any of the Assets.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement to the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

5.1 AUTHORIZATION. The Purchaser has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations hereunder and thereunder. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery hereof and thereof by the Seller, constitute the valid and legally binding obligations of the Purchaser enforceable in accordance with their respective terms. Purchaser is a corporation organized under the laws of the State of Nevada, in good standing, and has obtained all consents and other approvals necessary under Nevada law, its Articles of Incorporation, and its Bylaws necessary for the execution, delivery and performance of this Agreement and the Ancillary Agreements.

5.2 NONCONTRAVENTION.

(a) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements, as applicable, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, violate any Law or Order or other restriction of any Governmental Entity to which the Purchaser may be subject.

(b) The execution and delivery of this Agreement and the Ancillary Agreements, as applicable, by the Purchaser does not, and the performance of this Agreement and the Ancillary Agreements by the Purchaser and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.

5.3 BROKERS’ FEES. No agent, broker, finder, investment banker, financial advisor or other similar Person will be entitled to any fee, commission or other compensation in connection with any of the transactions contemplated by this Agreement on the basis of any act or statement made or alleged to have been made by the Purchaser, any of its Affiliates, or any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Purchaser or any such Affiliate.

ARTICLE VI

CONDITIONS TO OBLIGATION TO CLOSE

6.1 CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions:

(a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.

(b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date.

(d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements.

(e) The Seller shall have delivered each of the items described in Section 3.2.

(f) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close.

(g) Seller shall have conducted its business only in the ordinary course and shall not have acquired or agreed to acquire as part of the business all or any substantial portion of the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writing.

(h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject.

(i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.

6.2 CONDITIONS TO CLOSING BY THE SELLER. The obligation of the Seller to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Seller of the following conditions:

(a) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, and in all respects, with respect to representations and warranties qualified by materiality, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.

(b) The Purchaser shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date.

(d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Purchaser shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements.

(e) The Purchaser shall have delivered each of the items described in Section 3.3.

ARTICLE VII

POST-CLOSING COVENANTS

7.1 TRANSFER TAXES. Notwithstanding anything herein to the contrary, Purchaser shall be liable for and shall pay any Transfer Taxes or other similar tax imposed in connection with the transfer of the Assets pursuant to this Agreement. The party responsible under applicable Law for remitting any such tax shall pay and remit such tax on a timely basis and, if such party is the Seller, the Seller shall notify the Purchaser of the amount of such tax, and the Purchaser shall promptly pay to the Seller the amount of such tax.

7.2 FURTHER ACTION. From and after the Closing each of the parties hereto shall execute and deliver such documents and take such further actions as may reasonably be required to carry out the provisions of this Agreement and the Ancillary Agreements and to give effect to the transactions contemplated hereby and thereby, including to give the Purchaser effective ownership and control of the Assets.

7.3 FUNDING. The Board of Directors of the Purchaser shall have approval and oversight over a Management developed budget to exploit the Assets and will work with the management of CleanSpark II, LLC, to which the Assets have been transferred. For a period of nine months from the date of closing the Purchaser agrees to fund on a monthly basis all pre-approved budgetary needs for CleanSpark II, LLC to achieve its business objectives.

7.4 MANAGEMENT. The strategic management of CleanSpark II, LLC shall be determined by the board of directors of Purchaser. Management shall be appointed for CleanSpark II, LLC and they shall control the day-to-day operations of CleanSpark II, LLC, subject to the oversight of Purchaser and its board of directors. Employment agreements for appointed management of CleanSpark II, LLC will be negotiated prior to Close but will hold an effective date post-Closing. The Parties shall jointly agree to a business plan for CleanSpark II, LLC within sixty (60) days of Closing.

7.4 APPOINTMENT OF BOARD SEAT. Within 30 days of close Purchaser agrees to appoint one (1) candidate chosen by Seller to the board of directors of Purchaser. Purchaser’s board of directors still maintains exclusive rights to accept the suggested appointment and in the case the suggested appointment is rejected by the board, Seller will have the right to present a new candidate until such time as the candidate is approved by the Purchaser’s board of directors. The term of the appointment of the seller’s member of the board shall be in accordance with the Purchasers bylaws.

7.5 ACCOUNTING. Purchaser will appoint an accounting firm of its choosing to maintain Sellers’ financial records to ensure compliance with US GAAP. Within 71 days of Closing, Seller shall provide Purchaser with an audit for the two latest fiscal year periods and reviewed financials for an interim period ending June 30, 2016 prepared by Seller’s independent auditor, satisfactory to Purchaser.

ARTICLE VIII

MISCELLANEOUS

8.1 SURVIVAL. Notwithstanding any right of the Purchaser (whether or not exercised) to investigate the affairs of the Seller or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, each of the parties hereto has the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the parties hereto contained in this Agreement and any certificate or other document provided hereunder or thereunder will survive the Closing.

8.2 NO THIRD-PARTY BENEFICIARIES. The terms and provisions of this Agreement are intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights, and this Agreement does not confer any such rights, upon any other Person.

8.3 ENTIRE AGREEMENT. This Agreement (including the Exhibits and the Schedules hereto) constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and thereof and supersede any prior understandings, agreements or representations by or between the Parties hereto, written or oral, with respect to such subject matter.

8.4 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto.

8.5 DRAFTING. The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.6 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Nevada.

8.7 AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each of the Parties hereto. No waiver by any Party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the Party against whom such waiver is sought to be enforced.

8.8 SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

8.9 EXPENSES. Except as otherwise expressly set forth herein or therein, each of the Parties hereto will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby, whether or not the transactions contemplated hereby or thereby are consummated.

8.10 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits, Annexes and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. Unless otherwise specified, no information contained in any particular numbered Schedule shall be deemed to be contained in any other numbered Schedule unless explicitly included therein (by cross reference or otherwise).

8.11 SPECIFIC PERFORMANCE. The Parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof in addition to any other remedy available to them at law or equity.

8.12 HEADINGS. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

8.13 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

8.14 CONFIDENTIALITY. This Exhibits and Schedules of this Agreement shall remain strictly CONFIDENTIAL among The Parties. No discloser of the information contained herein or associated Agreements and Schedules may take place without the express and written consent of The Parties and their represented signees as designated below. Except as required by law.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

PURCHASER

Stratean, Inc.

By: /s/ S. Matthew Schults
Name: S. Matthew Schultz
Title: CEO

Cleanspark II, LLC

By: /s/ S. Matthew Schultz
Name: S. Matthew Schultz

Title: Manager

SELLER

CleanSpark Holdings LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

CleanSpark LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

CleanSpark Technologies LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

Specialized Energy Solutions, Inc.

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

Stratean Augments Renewable Energy Portfolio, Acquires CleanSpark

CleanSpark Has Executed Multi-Year Contracts to Provide Distributed Energy Resource Management Systems at Military Bases; Acquisition Combines Stratean Gasification Technology with Advanced Energy Software Technology to Enable End-to-End Renewable, Reliable Energy Management

SALT LAKE CITY, UT / ACCESSWIRE / July 7, 2016 / Stratean, Inc. (OTC: SRTN), the developer of a patented and revolutionary "stratified" downdraft gasifier, today announced the company has acquired CleanSpark, a leading provider of engineering, software and controls for innovative distributed energy resource management systems, in an all-equity transaction valued at approximately $36 million.

The acquisition provides Stratean with a revenue-generating platform and significantly expands the capabilities of Stratean in the rapidly growing renewable energy sector. The acquisition transfers ownership of CleanSpark's operational subsidiaries, patent-pending fractal grid software technology, contracts, patents, other software and related assets to Stratean. CleanSpark has existing, executed contracts with a military base, a golf course, and other campuses to deploy and maintain solar microgrids, utilizing CleanSpark's innovative software to manage energy consumption and production. Stratean's gasifier is capable of providing a baseload energy source to augment CleanSpark's energy management software and control platform technology, sold under the mPulse brand, enabling customers to gain further independence from the energy grid.

Matthew Schultz, Chief Executive Officer of Stratean, Inc., commented, "This acquisition combines the revolutionary, energy management software and technologies of CleanSpark with our innovative gasification technology to enable end-to-end, completely autonomous power to microgrid energy systems. By providing CleanSpark with an infusion of capital and complete access to a baseload source of renewable energy, we plan to integrate the technologies into a unified solution that will take both our patented gasifier and CleanSpark's offerings to the next level."

"CleanSpark has invested nearly $8 million to develop and bring to market its mPulse software technology used in FractalGrid deployments," continued Schultz. "The success of the company's existing installation at Camp Pendleton clearly demonstrates the market viability and efficacy of the technology as the pursuit of clean, reliable and secure energy accelerates. By integrating our technologies, we are positioning Stratean at the forefront of the U.S. microgrid market which is projected to increase almost 300% from $225 million in 2016 to nearly $1 billion in 2020."

Transaction Details

As consideration, CleanSpark's existing unit holders "CleanSpark" are entitled to 6 million Stratean common shares ("shares") and 4.5 million warrants at a strike price of $1.50 with a five-year expiration. The shares are subject to a one-year lock-up period designated by the agreement. At closing, CleanSpark holders will own approximately 22.3% of the issued and outstanding Stratean shares (after giving effect to the acquisition). Assuming CleanSpark's owners exercise the warrants and the vesting of the shares at the conclusion of the lock-up period, the Group may hold up to 39.1% of the issued and outstanding Stratean shares.

The acquisition has been approved by the Board of directors of Stratean Inc. and Cleanspark Holdings, LLC.

About CleanSpark

CleanSpark offers advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. By integrating new and existing energy generation and storage assets with advanced load management capacities, CleanSpark's software allows energy generated locally to be shared with other interconnected microgrids. This unique capability enables microgrids to be scaled and widely adopted for commercial, industrial, military, municipal, and remote community deployment.

The effectiveness of the company's products and services is evident at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton. In 2013, CleanSpark was subcontracted to provide design, development, integration and installation services for the FractalGrid at Camp Pendleton. The project integrated CleanSpark's proprietary mPulse software and controls platform with a variety of energy storage technologies, existing and planned for in the future, to store solar energy generated by existing fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSpark's distributed controls combine the generation and storage technologies to create four separate microgrids that self-align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from the most reliable, affordable source at any given time. The system can provide a 100% renewable and sustainable solution to energy security.

In the event of an outage or other energy surety threat, the software demonstrated its ability to autonomously separate the microgrids from the utility and operate them independently in "island" mode. Once energy from the grid is stabilized, CleanSpark's platform demonstrated its ability to reconnect the microgrid to the utility.

Each individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with a built-in cyber defense-in-depth posture.

CleanSpark and its wholly owned subsidiaries generated over $14 million in revenue since inception in late 2013, and currently have more than $2.6 million in executed long-term agreements including exercisable options and potential contract extensions, along with a growing pipeline of opportunities.

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

About Stratean, Inc.

From the trash can to the gas can, Stratean, Inc. has successfully designed, engineered, manufactured and patented a revolutionary 'stratified' downdraft gasifier. Our partners, such as Petersen, Inc., ICON Renewables, Combustion Resources and others have worked with us to create a logical solution for

profitably handling MSW, Coal, Plastics, Municipal Sewage and many other feedstocks. All with ZERO airborne emissions. We've aligned ourselves with research universities such as Utah State University, The University of Utah, and BYU to certify and maximize the efficiencies and production of our

technology. To learn more, visit http://www.stratean.com/ .

Information about Forward-Looking Statements

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

Website: http://www.stratean.com

Contact:

Investor Relations:

Brett Maas, Managing Partner, Hayden IR,

(646) 536-7331, brett@haydenir.com

SOURCE: Stratean, Inc.