What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-31 compared with 2020-03-25 · 398 added, 399 removed, 80 unchanged (91% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is

currently quoted on the OTCQB under the symbol “ANFC.”

Quotations on the OTCQB

reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company changed its ticker

symbol from “ANFC”

to “SOWG”, effective as of the opening of trading on January 22, 2021.

Quotations on the OTCQB reflect

inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions.

Effective February 21, 2020,

2 unchanged sentences

there were approximately 341 record holders of our common stock, not including shares held in “street name”

accounts which is unknown.

in brokerage accounts

which is unknown.

As of March 22, 2021, there were 3,939,439 shares of common stock outstanding on record.

Equity Compensation Plan

Effective March 2, 2012,

the 2012 Amended and Restated Stock Incentive Plan (the “2012 Plan”) was approved by our Board and the holders

of a majority of our outstanding shares, replacing the Ante5, Inc.

2010 Stock Incentive Plan.

Amongst other things, the

2012 Plan increased the number of shares reserved under the Plan to a total of 25,000 shares of our common stock.

The following

table sets forth certain information regarding the 2012 Plan as of December 31, 2019:

of securities to be issued upon

exercise of outstanding stock options

Equity Compensation Plan Information

Effective December 5, 2019,

the 2020 Stock Incentive Plan (the “2020 Plan”) was approved by our Board.

Amongst other things, the 2020 Plan authorized

a total of 320,000 shares of our common stock.

Subsequently, on October 1, 2020, January 4, 2021 and again

on March 19, 2021, the Board approved an increase in the number of shares of common stock reserved under the 2020 Plan, from 320,000 shares

to a total of 814,150 shares.

The increase remains subject to shareholder approval, to be provided, if at all, by October 1, 2021.

The following table sets forth certain information regarding our 2020 Plan as of December 31, 2020:

Number of securities

upon exercise of

outstanding stock options

Weighted-average

exercise price

of outstanding stock options

of securities remaining available

for future issuance under the 2012 Plan

For the fiscal years

ended December 31, 2019 and 2018, we issued no stock options pursuant to the 2012 Plan.

There were 908 and 246 options

cancelled or forfeited pursuant to the 2012 Plan during the years ended December 31, 2019 and 2018, respectively.

exercise price of

outstanding stock options

Number of securities

remaining available

for future issuance

under the 2020 Plan

For the fiscal years ended

December 31, 2020 and 2019, we issued 439,151 and -0- stock options pursuant to the 2020 Plan.

There were no options cancelled

or forfeited pursuant to the 2020 Plan during the years ended December 31, 2020 and 2019, respectively.

Effective December 12, 2016,

the 2016 Non-Qualified Stock Option Plan (the “2016 Plan”) was approved by our Board.

Amongst other things, the 2016

Plan authorized a total of 12,712 shares of our common stock.

The following table sets forth certain information regarding our 2016 Plan

as of December 31, 2020:

Number of securities

upon exercise of

outstanding stock options

Weighted-average

exercise price of

outstanding stock options

Number of securities

remaining available

for future issuance

under the 2016 Plan

For the fiscal years ended

December 31, 2020 and 2019, we issued no stock options pursuant to the 2016 Plan.

There were 3,699 and 833 options cancelled

or forfeited pursuant to the 2016 Plan during the years ended December 31, 2020 and 2019, respectively.

Effective March 2,

2012, the 2012 Amended and Restated Stock Incentive Plan (the “2012 Plan”) was approved by our Board and the

holders of a majority of our outstanding shares, replacing the Ante5, Inc.

2010 Stock Incentive Plan.

Amongst other

things, the 2016 Plan authorized a total of 12,712 shares of our common stock.

The following table sets forth certain information

regarding our 2016 Plan as of December 31, 2019:

of securities to be issued upon

exercise of outstanding stock options

things, the 2012 Plan increased the number of shares reserved under the Plan to a total of 25,000 shares of our common stock.

following table sets forth certain information regarding the 2012 Plan as of December 31, 2020:

Number of securities

upon exercise of

outstanding stock options

Weighted-average

exercise price

of outstanding stock options

of securities remaining available

for future issuance under the 2016 Plan

For the fiscal years

ended December 31, 2019 and 2018, we issued no stock options pursuant to the 2016 Plan.

There were 833 and -0- options

cancelled or forfeited pursuant to the 2016 Plan during the years ended December 31, 2019 and 2018, respectively.

We didn’t issue

any warrants to purchase shares of registered or unregistered common stock for the fiscal years ended December 31, 2019

and 2018, respectively.

There were no warrants forfeited or expired during the years ended December 31, 2019

There were -0- and 150 warrants exercised during the years ended December 31, 2019 and 2018, respectively.

A total of 1,300 warrants were outstanding as of December 31, 2019.

exercise price of

outstanding stock options

Number of securities

remaining available

for future issuance

under the 2012 Plan

For the fiscal years ended

December 31, 2020 and 2019, we issued no stock options pursuant to the 2012 Plan.

There were 10,131 and 908 options cancelled

or forfeited pursuant to the 2012 Plan during the years ended December 31, 2020 and 2019, respectively.

consideration for four of our officers and directors’

willingness to serve as guarantors of the Cadence Loan, the Company issued

warrants to each of the Guarantors (the “Guarantor Warrants”) for the purchase of the Company’s common stock on March

The Guarantor Warrants entitle each Guarantor to purchase 26,250 shares of the Company's common stock (the “Warrant Shares”)

at an exercise price of $4.00 per share.

The Guarantor Warrants expire on March 12, 2030.

No warrants were granted during the fiscal

year ended December 31, 2019.

The officers and directors receiving grants and the amounts of such grants were

Stock Warrant

Name and Title at Time of Grant

Shares Granted

Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer

Bradley Berman, Chairman of the Board and Director

Lyle Berman, Director

Benjamin Oehler, Director

no warrants exercised, forfeited or expired during the years ended December 31, 2020 and 2019.

A total of 106,300

warrants were outstanding as of December 31, 2020 with a weighted average exercise price of $3.99 and a weighted average life of 9.1

Unregistered Issuance of Equity Securities

SELECTED FINANCIAL

The following issuances of

our securities during the three-month period ended December 31, 2020 were exempt from the registration requirements of the Securities

Act of 1933 pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder.

October 1, 2020, we issued a total of 1,120,000 shares of common stock, restricted in accordance with Rule 144 ,

to S-FDF, LLC, a Texas limited liability company, pursuant to an asset purchase agreement.

On October 1, 2020,

we issued a total of 23,335 shares of common stock, restricted in accordance with Rule 144, among six board members for services rendered.

SELECTED FINANCIAL DATA.

Not applicable.

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DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

should be read in conjunction with our financial statements and notes to those statements.

In addition to historical information,

the following discussion and other parts of this annual report contain forward-looking information that involves risks and uncertainties.

The following discussion should

be read in conjunction with our financial statements and notes to those statements.

In addition to historical information, the following

discussion and other parts of this annual report contain forward-looking information that involves risks and uncertainties.

Overview and Outlook

Effective April 2,

2012, we changed our name to Black Ridge Oil & Gas, Inc.

Our common stock is still quoted on the OTCQB under the trading symbol

“ANFC.”

the sponsor and manager of Black Ridge Acquisition Corp.

(“BRAC”) beginning in May of 2017, the Company was focused

on identifying and closing a business combination for BRAC, which closed on August 9, 2019.

Upon BRAC (renamed Allied Esports Entertainment,

following the merger or “AESE”, and hereafter named as such following the merger) completing its business combination,

we continued to provide additional management services to BRAC until December 31, 2019 .

the close of the Merger, the Company commenced a strategic review to identify, review and explore alternatives for the Company,

including a merger, acquisition, or a business combination.

The Company currently owns 2,685,500 Sponsor Shares.

Of those shares,

537,100 of the Sponsor Shares are subject to distribution rights to officers and directors under the 2018 Management Incentive

Plan dated March 6, 2018.

Black Ridge is evaluating plans for the remaining Sponsor Shares which could include a distribution of

some or all of the Sponsor Share proceeds after expiration of the lock-up agreement on August 9, 2020, presuming that as of such

date AESE has repaid or converted amounts it owes pursuant to the bridge financing Note Purchase Agreement and Notes dated as of

October 11, 2018 and May 17, 2019.

Effective January 21, 2021,

we changed our name from Black Ridge Oil & Gas, Inc.

to Sow Good Inc.

Our common stock is quoted on the OTCQB under the trading symbol

“SOWG”.

We intend to launch

our line of freeze-dried snacks, smoothies and soups, and our direct-to-consumer focused website, to coincide with initial production

from our state-of-the-art facility located in Irving, Texas in the first half of 2021.

will operate under two distinct brands, Sow Good and Sustain Us.

Our unique food products are targeting the large, and growing,

freeze-dried food products market.

The global freeze-dried food products market is estimated by Technavio to total nearly $60B

in 2020, with the United States representing almost 30% of the total.

Technavio further projects market growth to continue

at over 8% per year through 2024.

On March 20, 2021,

our first freeze drier successfully completed its production testing.

In addition, we completed the build-out of our production facility

in March, and have finalized products and packaging, while delivering samples to potential B2B customers.

With the extensive

freeze-dried manufacturing and food product-focused business development experience of our senior management team, including recent additions,

we believe we are well positioned to lead the Company's growth and development in the freeze-dried food industry.

S-FDF Business Combination

October 1, 2020, the Company completed its acquisition of S-FDF, LLC (the "Seller"), a Texas limited liability company, pursuant

to an Asset Purchase Agreement, between the Company and the Seller, dated June 9, 2020, as subsequently amended effective October 1,

In connection with the closing of the Asset Purchase Agreement, the Company acquired approximately $2.2 million in cash and

certain assets and agreements related to the Seller’s freeze-dried fruits and vegetables business for human consumption and entered

into certain employment and registration rights agreements.

The Company did not assume any liabilities of Seller or any liabilities, liens,

or encumbrances pertaining to or encumbering the Purchased Assets, except for those related to agreements or arrangements specified in

the Asset Purchase Agreement.

The Seller transferred the Purchased Assets to the Company in exchange for the issuance of 1,120,000 shares

of the Company’s common stock to the Seller.

The number of shares to be issued to Seller was subject to adjustment, as specified

in the Asset Purchase Agreement, as amended, based on the extent to which the amount of cash proceeds held by the Company, as derived

from the sale of the Company’s holdings of AESE Shares, were less than $5 million or greater than $6 million on the date

specified in the Asset Purchase Agreement, which resulted in the issuance of an additional 500,973 Seller Shares that were issued on January

The combined issuances represented approximately 46% of the Company’s issued and outstanding common stock, on a fully diluted

Black Ridge Oil & Gas, Inc.

was determined to be the acquiror of the business combination.

to its obligations under the Asset Purchase Agreement, on the Closing Date the Company, (a) created three new seats on the Company’s

Board of Directors and appointed the Seller’s principals, Ira Goldfarb and Claudia Goldfarb, and a third person designated by the

Goldfarbs, Greg Creed, as directors, (b) entered into employment agreements with Ira Goldfarb and Claudia Goldfarb, (c) delivered a registration

rights agreement with respect to the shares to be issued to Seller and any shares of common stock delivered as part of the employment

compensation for Ira Goldfarb or Claudia Goldfarb, and (d) amended the Company’s 2020 Stock Incentive Plan to increase the number

of shares of common stock reserved thereunder.

At closing, the Company also assumed the Seller’s obligations under a real property

lease for its facility in Irving, Texas under which an entity owned entirely by Ira Goldfarb is the landlord.

BRAC Business Combination

On December 19, 2018,

BRAC entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Black Ridge Merger Sub, Corp.,

a Delaware corporation and wholly-owned subsidiary of BRAC’s (“Merger Sub”), Allied Esports Entertainment, Inc.

(“Allied Esports”), Ourgame International Holdings Ltd.

(“Ourgame”), Noble Link Global Limited, a wholly-owned

subsidiary of Ourgame (“Noble”), and Primo Vital Ltd., also a wholly-owned subsidiary of Ourgame (“Primo”).

Pursuant to the Agreement,

as amended on August 5, 2019, (i) Noble merged with and into Allied Esports (the “Redomestication Merger”) with Allied

Esports continuing as the surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger Sub merged

with and into Allied Esports with Allied Esports continuing as the surviving entity of such merger (the “Transaction Merger”

and together with the Redomestication Merger, the “Mergers”

or the “Proposed Business Combination”) and

became a wholly-owned subsidiary of BRAC.

The Mergers closed on August 9, 2019 (the “Closing Date”).

The Mergers resulted

in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT.

Allied Esports is a

premier esports entertainment company with a global network of dedicated esports properties and content production facilities.

WPT is the creator of the World Poker Tour®

(WPT®) –

the premier name in internationally televised gaming and entertainment

with brand presence in land-based tournaments, television, online and mobile.

The transaction strategically combined the globally

recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person experiences,

multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry.

Further information

regarding the Business Combination, the combined company following consummation of the Business Combination and the risks related

to the business of the combined company following consummation of the Business Combination can be found in BRAC’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2018, the preliminary proxy statement filed

by BRAC with the Securities and Exchange Commission on February 15, 2019 (and subsequently amended on April 29, 2019, May 20, 2019

and June 5, 2019 and the definitive proxy statement filed by BRAC with the Securities and Exchange Commission on June 12, 2019.

The Extension Meeting

9, 2019, BRAC held a special meeting of its stockholders (the “Meeting”).

At the Meeting, BRAC’s stockholders

considered a proposal to adopt and approve an amendment to BRAC’s amended and restated certificate of incorporation (the

“Charter”) to extend the date that BRAC has to consummate a business combination (the “Extension”) to August

The amendment was approved by the stockholders and filed with the Secretary of State of the State of Delaware on July

In connection

with this vote, the holders of 9,246,727 shares of BRAC’s common stock properly exercised their right to convert their shares

into cash at a conversion price of approximately $10.29 per share resulting in $95,125,574 in Trust Account assets being distributed

back to shareholders.

In connection with the Extension, BROG, loaned $30,000 to BRAC to be placed in the Trust Account for the

benefit of the public shares that were not converted.

The loan is non-interest bearing and is evidenced by a promissory note issued

by BRAC on the same date.

The loan was repaid by BRAC on August 12, 2019.

Amendment to the Business Combination

On August 5, 2019,

BRAC entered into an amendment (the “Amendment”) to the Business Combination Agreement.

The Amendment reduced the closing

condition originally contained in the Business Combination Agreement requiring BRAC to have minimum cash on hand following the

proper exercise of conversion rights by the holders of public shares from at least $80,000,000 to $22,000,000.

This condition was

waived by Ourgame prior to the close of the Business Combination.

The Business Combination Agreement also originally provided for

BRAC to repay $35,000,000 of indebtedness of Allied Esports and the World Poker Tour owed to Ourgame in cash at the closing of

the transactions (the “Closing”).

Pursuant to the Amendment, the parties agreed that instead of paying the full $35,000,000

in cash at the Closing, BRAC would (i) assume $10,000,000 of the debt obligations of Ourgame and Noble (including an additional

$1,200,000 of accrued interest) and (ii) repay Ourgame the remaining balance of $23,800,000 by paying $3,500,000 in cash to Ourgame

and its designees, issuing to Ourgame and its designees 2,928,679 shares of BRAC’s common stock and Ourgame retaining $1,000,000

of the proceeds of such loans to pay its transaction expenses incurred in the Merger.

In connection with entering into the Amendment,

BROG agreed to transfer an aggregate of 600,000 shares of BRAC’s common stock held by it to Ourgame.

In connection with

the execution of the Amendment, the parties entered into an amendment and acknowledgment agreement (“Acknowledgment Agreement”)

whereby the terms of the previously issued convertible notes (“Notes”) of Allied Esports and WPT (collectively “AEII/WPT”)

whereby bridge holders provided $14 million to be used for the operations of AEII/WPT were amended.

Pursuant to the Acknowledgement

Agreement, the bridge holders have agreed to defer repayment of the Notes to one year and two weeks following the Closing (the

“Maturity Date”).

In consideration of agreeing to the deferred repayment, the bridge holders will be paid an additional

six months of interest (i.e., a total of 18 months of interest) to the extent any bridge holder elects not to convert their Note

BRAC agreed to assume the debt under the Notes as part of the mergers contemplated by the Agreement, and agreed that

the debt will be secured by all the assets of BRAC following the Closing.

BROG, as the Sponsor, has also agreed that it will not

make any further transfer of its securities of BRAC, subject to certain exceptions, until the debt is repaid.

The Notes are convertible

at any time by a holder between the Closing and the Maturity Date at the “Conversion Price.”

The “Conversion

is the lesser of $8.50 per share or the price at which shares are issued to Ourgame or its affiliates in connection

with the mergers.

In July and August

2019, BRAC and BROG also entered into several share purchase agreements (the “Purchase Agreements”) with several parties

(collectively referred to as the “Purchasers”).

Pursuant to the Purchase Agreements, the Purchasers agreed to purchase

an aggregate of $18,000,000 of shares of BRAC’s common stock in open market or privately negotiated transactions.

Purchasers are unable to purchase the full $18,000,000 of shares of common stock in open market or privately negotiated transactions,

BRAC will issue to the Purchasers newly issued shares at the Closing at a per-share price equal to the per-share amount held in

BRAC’s trust account (currently approximately $10.30 per share), and having an aggregate value equal to the difference between

$18,000,000 and the dollar amount of shares purchased by them in the open market or in privately negotiated transactions.

the agreements also contains certain restrictions on the use of cash from the purchase.

At the Closing, BRAC agreed to issue to

the Purchasers 1.5 shares of common stock for every 10 shares purchased by them under the Purchase Agreements.

Additionally, BROG

agreed to transfer an aggregate of 720,000 shares held by it of BRAC common stock to the Purchasers.

Pursuant to the Purchase Agreements,

BRAC was required to file a registration statement with the SEC as promptly as practicable following Closing to register the resale

of any securities purchased by the Purchasers that are not already registered and cause such registration statement to become effective

as soon as possible.

The registration statement was filed by AESE on September 20, 2019 and became effective on October 3, 2019.

The Purchasers included a $3 million investment from Lyle Berman, a member of the board of directors of both BRAC and BROG

and the largest shareholder of BROG.

Additionally, $5 million will be held in an escrow account and its usage will be limited

to specific capital projects.

Closing of the Business Combination

The Business Combination

was closed on August 9, 2019.

In connection with the closing, the holders of 3,015,124 shares of the Company’s common stock

properly exercised their right to convert their shares into cash at a conversion price of approximately $10.31 per share resulting

in $31,080,410 in Trust Account assets being distributed back to shareholders.

Additionally, the Purchasers fulfilled their purchase

commitments purchasing approximately $12.1 million of BRAC’s shares in the open market or through privately negotiated

transactions and directly purchasing 479,546 additional shares of BRAC common stock for $4.9 million directly from BRAC.

Commensurate with the

Business Combination BROG converted $600,000 of convertible loans to BRAC into 60,000 units (comprised 66,000 shares after conversion

of stock rights and 60,000 warrants with terms similar to the IPO warrants).

The remaining $150,000 in convertible loans were returned

in cash by BRAC to BROG.

Additionally, the underwriter agreed to an amendment to its agreement, modifying its payment due at the

close of the Business Combination to $4 million, $2 million in cash and $2 million in equity.

Other advisors used

in the transaction agreed to accept payment for $3.8 million in contingent fees in BRAC equity.

Upon, the close of

the Business Combination, BROG owned 2,685,500 shares of BRAC stock, representing approximately 11.6% of the outstanding shares

As per the Black Ridge Oil & Gas, Inc.

2018 Management Incentive Plan, 20% of the shares, or 537,100 shares, owned

by BROG are committed to employees and directors of the Company.

Additionally, as the conditions warranting BROG’s treatment

of BRAC as a VIE have been eliminated, BRAC will no longer be accounted for as a VIE and consolidated for financial statement reporting

purposes from the date of the closing of the Business Combination forward.

October 10, 2017, the Company’s sponsored special purpose acquisition company, Black Ridge Acquisition Corp.

(“BRAC”),

completed an IPO raising $138,000,000 of gross proceeds (including proceeds from the exercise of an over-allotment option by the underwriters

on October 18, 2017).

In addition, the Company purchased 445,000 BRAC units at $10.00 per unit in a private placement transaction for

a total contribution of $4,450,000 in order to fulfill its obligations in sponsoring BRAC, a blank check company formed for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business

combination with one or more businesses or entities.

BRAC’s efforts to identify a prospective target business were not limited to

a particular industry or geographic region.

Following the IPO and over-allotment, BROG owned 22% of the outstanding common stock of BRAC

and managed BRAC’s operations via a management services agreement through December 31, 2019.

On December 19, 2018, BRAC entered

into a business combination agreement, which subsequently closed on August 9, 2019.

BRAC was renamed Allied Esports Entertainment,

following the merger, or “AESE”, and referred to herein, as such.

Going Concern Uncertainty

As of December 31,

2019, the Company had a cash balance was $108,756 and total working capital of negative $1,289,995.

We will continue to have general

and administrative expenses to remain a public company and continue with our business plan.

The cash on hand would be insufficient

to cover our current cash needs over the next year.

We continue to pursue

sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, equity

financing or other means.

We may not be successful in identifying suitable funding transactions in a sufficient time period or

at all, and we may not obtain the capital we require by other means.

If we do not succeed in raising additional capital, our resources

may not be sufficient to fund our business.

As of December 31, 2020, the

Company had a cash balance of $1,912,729 and total working capital of $1,768,153.

Based on projections of cash expenditures in the Company’s

current business plan, the cash on hand would be insufficient to sustain operations over the next year.

On February 5, 2021, we raised

$2.525 million from the sale of an aggregate 631,250 shares of the Company’s common stock at $4.00 per share, resulting in approximately

$2.7 million of cash on hand and $650,000 of liquid securities for a combined liquidity of $3.35 million as of March 19, 2021.

We continue to pursue sources

of additional capital through various financing transactions or arrangements, including equity financing or other means.

We may not be

successful in identifying suitable funding transactions in a sufficient time period or at all, and we may not obtain the capital we require

by other means.

If we do not succeed in raising additional capital, our resources may not be sufficient to fund our business.

to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in

raising additional capital.

The report of the Company’s

independent registered public accounting firm that accompanies its audited consolidated financial statements in this Annual Report

on Form 10-K contains an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue

as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of

the going concern uncertainty.

independent registered public accounting firm that accompanies its audited financial statements in this Annual Report on Form 10-K

contains an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern.

financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty.

Overview of 2020 results

Our 2019 results were

largely dominated by managing, searching for potential business combination candidates for BRAC and ultimately closing the Business

We earned $466,595 in management fees for the year ended December 31, 2019, from our management agreement with BRAC

subsequent to the Business Combination.

Our 2020 results were largely

dominated by managing, searching for potential business combination candidates and ultimately closing the business combination with S-FDF,

LLC to enter into the freeze-dried foods business.

We did not earn any revenues in 2020, compared to earning $466,595 in management fees

for the year ended December 31, 2019, from our management agreement with BRAC subsequent to the AESE transaction.

We anticipate generating

revenues from our freeze-dried foods business in 2021.

Our general and administrative

expenses remained relatively consistent throughout 2020, driven primarily by salaries and benefits amounting to $1,477,124.

stock-based and deferred compensation included $1,396,460 of expense related to the 2018 Management Incentive Plan (the “2018

Plan”), and $100,526 of expense related to the amortization of stock options.

Our stock-based

compensation of $1,104,096 consisted of $268,608 of stock issued to officers and directors, $458,048 of expense related to the amortization

of stock options and $377,440 of expense related to warrants issued to officers and directors as a debt discount for their personal guarantee

on a line of credit.

Application of Critical Accounting Policies

Our discussion and

analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared

in accordance with accounting principles generally accepted in the United States of America.

The preparation of these financial

statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,

and related disclosures of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates, including those related

to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black

Scholes option pricing model.

We base our estimates on historical experience and on various other assumptions, such as the trading

value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily

apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

that our estimates, including those for the above-described items, are reasonable.

Our discussion and analysis

of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with

accounting principles generally accepted in the United States of America.

The preparation of these financial statements requires us to

make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of

contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates, including those related to impairment of property,

plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model.

base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated

future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ

from these estimates under different assumptions or conditions.

We believe that our estimates, including those for the above-described

items, are reasonable.

Critical Accounting Policies

The establishment and

consistent application of accounting policies is a vital component of accurately and fairly presenting our financial statements

in accordance with generally accepted accounting principles in the United States (GAAP), as well as ensuring compliance with applicable

laws and regulations governing financial reporting.

While there are rarely alternative methods or rules from which to select in

establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given

set of facts and circumstances and a complex series of decisions.

Deferred tax assets

are recognized for temporary differences in financial statement and tax basis amounts that will result in deductible amounts and

carry-forwards in future years.

Deferred tax liabilities are recognized for temporary differences that will result in taxable amounts

in future years.

Deferred tax assets and liabilities are measured using enacted tax law and tax rate(s) for the year in which we

expect the temporary differences to be deducted or settled.

The effect of a change in tax law or rates on the valuation of deferred

tax assets and liabilities is recognized in income in the period of enactment.

Deferred tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be

Significant future taxable income would be required to realize this net tax asset.

Estimating the amount

of the valuation allowance is dependent on estimates of future taxable income, alternative minimum tax income, and changes in shareholder

ownership that would trigger limits on use of net operating losses under Internal Revenue Code Section 382.

The establishment and consistent

application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with

generally accepted accounting principles in the United States (GAAP), as well as ensuring compliance with applicable laws and regulations

governing financial reporting.

While there are rarely alternative methods or rules from which to select in establishing accounting and

financial reporting policies, proper application often involves significant judgment regarding a given set of facts and circumstances

and a complex series of decisions.

Deferred tax assets are recognized

for temporary differences in financial statement and tax basis amounts that will result in deductible amounts and carry-forwards in future

Deferred tax liabilities are recognized for temporary differences that will result in taxable amounts in future years.

tax assets and liabilities are measured using enacted tax law and tax rate(s) for the year in which we expect the temporary differences

to be deducted or settled.

The effect of a change in tax law or rates on the valuation of deferred tax assets and liabilities is recognized

in income in the period of enactment.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it

is more likely than not that some portion or all of the deferred tax assets will not be realized.

Significant future taxable income would

be required to realize this net tax asset.

Estimating the amount of the

valuation allowance is dependent on estimates of future taxable income, alternative minimum tax income, and changes in shareholder ownership

that would trigger limits on use of net operating losses under Internal Revenue Code Section 382.

Fair Value of Financial Instruments

Our cash and cash equivalents,

investments, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature

of these instruments.

In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures

about an entity’s use of fair value measurements.

Among these amendments, entities are required to provide enhanced disclosures

about transfers into and out of the Level 1 (fair value determined based on quoted prices in active markets for identical

assets and liabilities) and Level 2 (fair value determined based on significant other observable inputs) classifications,

provide separate disclosures about purchases, sales, issuances and settlements relating to the tabular reconciliation of beginning

and ending balances of the Level 3 (fair value determined based on significant unobservable inputs) classification and provide

greater disaggregation for each class of assets and liabilities that use fair value measurements.

investments, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature of

these instruments.

In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures about an

entity’s use of fair value measurements.

Among these amendments, entities are required to provide enhanced disclosures about transfers

into and out of the Level 1 (fair value determined based on quoted prices in active markets for identical assets and liabilities)

and Level 2 (fair value determined based on significant other observable inputs) classifications, provide separate disclosures about

purchases, sales, issuances and settlements relating to the tabular reconciliation of beginning and ending balances of the Level 3

(fair value determined based on significant unobservable inputs) classification and provide greater disaggregation for each class of assets

and liabilities that use fair value measurements.

Use of Estimates

In accordance with

accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements,

as well as the reported amounts of revenues and expenses during the reporting period.

In accordance with accounting

principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of

assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the

reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Results of Operations for the Years

Ended December 31, 2019 and 2018.

The following table

summarizes selected items from the statement of operations for the years ended December 31, 2019 and 2018.

Results of Operations for the Years Ended December

31, 2020 and 2019.

The following table summarizes

selected items from the statement of operations for the years ended December 31, 2020 and 2019.

Years Ended December 31,

3 unchanged sentences

Salaries and benefits

Stock-based and deferred compensation

Stock-based compensation

Deferred compensation

Professional services

6 unchanged sentences

Gain on deconsolidation of subsidiary

Settlement income

Settlement expense

Total other income

Net income before provision for income taxes

(20,448,687 )

Interest expense

Loss on disposal of property and equipment

Loss on investment in Allied Esports Entertainment, Inc.

Total other income (expense)

(17,792,080 )

Net income (loss) before provision for income taxes

(18,205,021 )

Provision for income taxes

Net income from continuing operations, net of tax

(18,205,021 )

Net income (loss) from discontinued operations

Net income before non-controlling interest

(10,783,971 )

Net income attributable to redeemable non-controlling interest

Net income (loss) attributable to Black Ridge Oil & Gas, Inc.

Net income (loss) attributable to Sow Good Inc.

$ (5,320,939 )

$ (9,451,442 )

Management Fee Revenue

1 unchanged sentence

in management fees for the year ended December 31, 2019, from its management agreement with BRAC subsequent to the Mergers.

The Company did not earn any management fees during the year ended December 31, 2018.

did not earn any management fees during the year ended December 31, 2020.

General and Administrative Expenses

Salaries and Benefits

Salaries and benefits

for the year ended December 31, 2019 were $1,172,745 compared to $1,199,729 for the year ended December 31, 2018, a decrease of

$26,984 or 2%.

The decrease in salaries and benefits was primarily due to a headcount decrease during the fourth quarter of 2019,

offset by increased health benefit costs and a base salary increase for the CEO.

Stock-based Compensation

Salaries and benefits for

the year ended December 31, 2020 were $1,477,124, compared to $1,172,745 for the year ended December 31, 2019, an increase of $304,379,

The increase in salaries and benefits was primarily due to severance pay accrued pursuant to the separation agreements for the

former management team, as we transitioned to our new line of business.

Stock-based Compensation

expense for the year ended December 31, 2019 was $1,496,986, compared to $310,731 for year ended December 31, 2018, an increase

of $1,186,255 or 382%.

Included in the expense for year ended December 31, 2019, was $1,396,460 of expense related to the 2018

Management Incentive Plan (the “2018 Plan”).

Amortization of stock options decreased by $210,205 as a significant group

of options became fully amortized at the end of 2018.

Stock-based compensation expense

for the year ended December 31, 2020 was $726,656, compared to $100,526 for the year ended December 31, 2019, an increase of $626,130,

Stock-based compensation consisted of stock options expense in both periods, in addition to $268,608 of expense related to the

issuance of common stock to officers and directors incurred during the year ended December 31, 2020.

Amortization of stock options

increased as new options were granted toward the end of February 2020, with a five-year vesting period, and the vesting period was accelerated

pursuant to separation agreements entered into on September 30, 2020.

Deferred Compensation

Deferred compensation expense

for the year ended December 31, 2019 was $1,396,460, consisting of expense related to the 2018 Management Incentive Plan (the “2018

Plan”).

There was no deferred compensation expense in the current period.

Professional Services

General and administrative

expenses related to professional services were $132,505 for the 2019 period, compared to $105,796 for the 2018 period, an increase

of $26,709 or 25%.

The increase was primarily due to legal costs related to a reverse stock split and proposed business combinations.

expenses related to professional services were $451,125 for the 2020 period, compared to $132,505 for the 2019 period, an increase of

$318,620, or 240%.

The increase was primarily due to legal costs related to our asset purchase agreement with S-FDF,

Other General and Administrative Expenses

Other general and administrative

expenses for the year ended December 31, 2019 were $259,968, compared to $250,088 for the year ended December 31, 2018, an increase

of $9,880, or 4%.

The increase is attributable to increased insurance costs, travel, and meals and entertainment expenses.

Depreciation expense

for the year ended December 31, 2019 was $872, compared to $9,472 for year ended December 31, 2018.

The decrease is attributable

to certain equipment becoming fully amortized.

expenses for the year ended December 31, 2020 were $350,875, compared to $259,968 for the year ended December 31, 2019, an increase of

$90,907, or 35%.

The increase is attributable to increased administrative activity in the fourth quarter pursuant to the development of

our freeze-dried foods business.

Depreciation expense for the

year ended December 31, 2020 was $3,642, compared to $872 for year ended December 31, 2019.

The increase is attributable to the significant

increase in capital expenditures incurred as we developed our freeze-dried foods production facility.

Other Income (Expense)

In the year ended December

31, 2019, other income was $20,448,738, consisting of the gain upon deconsolidation of BRAC of $26,322,687 and an offsetting merger

incentive expense of $5,874,000 to recognize the cost related to transferring shares of AESE stock to the former owners of Allied

Esports and WPT and other investors as incentive to participate in the merger.

31, 2020, other expense was $2,311,517, consisting of $386,164 of interest expense derived from operating loans, including $377,440 of

warrants issued as consideration to officers and directors in exchange for their personal guarantees, a loss on the disposal of equipment

of $5,369, and a net loss on investments in Allied Esports Entertainment, Inc.

securities of $1,925,029, as offset by a $5,000 grant from

the Small Business Administration under their EIDL program and $45 of interest income.

In the year ended December

31, 2018, other income was $2,139,496, consisting primarily of net settlement income of $2,137,500 resulting from the final settlement

of the contingent portion of a 2012 settlement agreement.

31, 2019, other income was $15,480,563, consisting of the gain upon deconsolidation of BRAC of $26,322,687 and an offsetting merger incentive

expense of $5,874,000 to recognize the cost related to transferring shares of AESE stock to the former owners of Allied Esports and WPT

and other investors as incentive to participate in the merger, and $51 of interest income, as offset by a net loss on investments in Allied

Esports Entertainment, Inc.

securities of $4,968,175.

Provision for Income Taxes

The Company had no

income tax expense in the 2019 or 2018 periods, as the Company continues to reserve against any deferred tax assets due to the

uncertainty of realization of any benefit.

Net Income (Loss)

from Discontinued Operations

Net income (loss) from

discontinued operations relates to the income and expenses of BRAC during the periods prior to deconsolidation.

Net income (loss)

from discontinued operations consisted of a loss of $7,421,050, compared to income of $1,261,200, a difference of $8,682,250.

the 2019 period, there were contingent closing costs from BRAC’s underwriter and other investment bankers involved in the

merger of $7,917,500.

Interest from investments in the trust account for the benefit of potential redeeming shareholders was $2,474,371

in 2018, but decreased to $1,780,992 in 2019, due to trust account redemptions and the withdrawal of the remaining assets at the

time of the Mergers.

The Company had no income

tax expense in the 2020 or 2019 periods, as the Company continues to reserve against any deferred tax assets due to the uncertainty of

realization of any benefit.

Net Loss from Discontinued

Net loss from discontinued

operations relates to the income and expenses of BRAC during the periods prior to deconsolidation.

Net loss from discontinued operations

consisted of a loss of $7,421,050 during the year ended December 31, 2019.

During the 2019 period, there were contingent closing

costs from BRAC’s underwriter and other investment bankers involved in the merger of $7,917,500.

Interest from investments in the

trust account for the benefit of potential redeeming shareholders was $1,780,992 in 2019, due to trust account redemptions and the withdrawal

of the remaining assets at the time of the Mergers.

Liquidity and Capital Resources

The following table

summarizes our total current assets, liabilities and working capital at December 31, 2019 and 2018.

The following table summarizes

our total current assets, liabilities and working capital at December 31, 2020 and 2019.

Current Assets

1 unchanged sentence

Working Capital

$ (1,289,995 )

As of December 31, 2019, we had negative

working capital of $1,289,995.

The following table

summarizes our cash flows during the years ended December 31, 2019 and 2018, respectively.

As of December 31, 2020, we had working capital

of $1,768,153.

The following table summarizes

our cash flows during the years ended December 31, 2020 and 2019, respectively.

Years Ended December 31,

1 unchanged sentence

$ (1,743,409 )

$ (9,709,780 )

Net cash provided by investing activities

3 unchanged sentences

Net cash used in operating

activities was $9,709,780 and $187,936 for the years ended December 31, 2019 and 2018, respectively, a year over

year increased use of $9,521,844.

The increased use was primarily due to net settlement income $2,250,000 received in 2018, and

an increase of $8,682,250 in net losses in discontinued operations of BRAC due primarily to the recognition of $7,917,500 of contingent

fees upon BRAC’s business combination.

Changes in working capital from continuing operating activities resulted in an increase

in cash of $7,360 during the year ended December 31, 2019, as compared to a decrease in cash of $20,357 for the same period in

the previous year.

activities was $1,743,409 and $9,709,780 for the years ended December 31, 2020 and 2019, respectively, a year over year

decreased use of $7,966,371.

The decreased use was primarily due to a decrease of $8,618,568 in net losses in discontinued operations

of BRAC due primarily to the recognition of $7,917,500 of contingent fees upon BRAC’s business combination.

Changes in working capital

from continuing operating activities resulted in an increase in cash of $340,735 during the year ended December 31, 2020, as compared

to an increase in cash of $7,360 for the same period in the previous year.

Net cash provided by investing

activities was $3,284,457 and $6,883,062 for the years ended December 31, 2020 and 2019, respectively.

During the year ended

December 31, 2020, cash provided by investing activities consisted of $1,154,459 of cash received pursuant to our business combination

with S-FDF, LLC, and $3,181,735 of proceeds received from the sale of AESE securities, as offset by $257,626 of equipment purchases and

$794,111 paid on construction projects still in progress.

In the comparative period, virtually all the cash was provided from discontinued

operations and was the result of transfers and withdrawals from the Trust Account, other than $6,046 of equipment purchases during 2019.

Net cash provided by financing

activities was $262,925 and $1,431,974 for the years ended December 31, 2020 and 2019, respectively.

Net cash provided

by investing activities was $6,883,062 and $213,897 for the years ended December 31, 2019 and 2018, respectively.

both periods virtually all the cash was provided from discontinued operations and was the result of transfers and withdrawals

from the Trust Account, other than $6,046 of equipment purchases during 2019.

Net cash provided by

financing activities was $1,431,974 and $450 for the years ended December 31, 2019 and 2018, respectively.

the 2019 activity was the result of activities in the discontinued operations of BRAC, as compared to $450 received from warrant

exercises in 2018.

Satisfaction of our cash obligations

for the next 12 months

As of December 31, 2019, our

balance of cash and cash equivalents was $108,756 and we had total working capital of negative $1,289,995.

by financing activities consisted of $802,025 of proceeds received from debt financing, including $112,925 of proceeds received under

the Paycheck Protection Program (“PPP”) that were forgiven in January of 2021, as offset by $539,100 of debt repayments in

All of the 2019 activity was the result of activities in the discontinued operations of BRAC.

Satisfaction of our cash obligations for

the next 12 months

As of December 31, 2020,

our balance of cash and cash equivalents was $1,912,729 and we had total working capital of $1,768,153.

Based on projections of cash expenditures

in the Company’s current business plan, the cash on hand as of December 31, 2020 would be insufficient to sustain operations over

the next year.

We expect to incur significant

costs related to a potential business combination which will put a strain on our cash resources.

Our plan for satisfying our cash

requirements for the next twelve months is through cash on hand and additional financing in the form of equity or debt as needed.

On March 12, 2020, the Company received a business loan from Cadence Bank, N.A.

via a $700,000

Promissory Note, a Security Agreement by the Company and limited commercial guarantees by the Company’s Chief Executive Officer

and Interim Chief Financial Officer and members of the Company’s Board of Directors (the “Guarantors”).

bears interest at a rate of 0.500 percentage points over the prime rate, currently 4.25% per annum, payable monthly, is due on

March 9, 2021 and is secured by all of the Company’s rights, title and interests in and to 500,000 shares of the common stock

of Allied Esports Entertainment Inc.

AESE) currently owned by the Company and held in the Company’s brokerage account

with RBC Capital Markets, LLC.

costs related to the development and operation of our freeze-dried foods business which will put a strain on our cash resources.

the Company be successful in launching its products, we may pursue the expansion of our production capabilities through the construction

of a second freeze drier.

Adding a second freeze drier would require approximately $1 million of incremental capital and would likely

require the Company to identify additional sources of funding.

Our plan for satisfying our

cash requirements for the next twelve months is through cash on hand and additional financing in the form of equity or debt as needed .

On February 5, 2021, we raised $2.525 million from the sale of an aggregate 631,250 shares of the Company’s common stock at $4.00

per share, resulting in approximately $2.7 million of cash on hand and $650,000 of liquid securities for a combined liquidity of $3.35

million as of March 19, 2021.

Our ability to scale production and distribution capabilities and further increase the value of our brands,

is largely dependent on our success in raising additional capital.

Effects of inflation and pricing

We do not expect any

significant effects from inflation and pricing.

We do not expect any significant

effects from inflation and pricing.

Contractual obligations and commitments

We have no significant

obligations and commitments as of December 31, 2019 to make future payments under contracts.

Summary of product and research and

development that we will perform for the term of our plan

We are not anticipating

significant research and development expenditures in the future.

Expected purchase or sale of plant

and significant equipment

We do not anticipate

the purchase or sale of any plant or significant equipment as such items are not required by us at this time.

Upon closing of the Asset

Purchase Agreement, the Company assumed the Seller’s obligations under a real property lease for its 20,945 square foot facility

Union Bower Rd.

Irving, TX 75061, under which an entity owned entirely by Ira Goldfarb is the landlord.

The lease term is through

September 15, 2025, with two five-year options to extend, at a monthly lease term of $10,036, with approximately a 3% annual escalation

of lease payments commencing September 15, 2021.

Summary of product and research and development

that we will perform for the term of our plan

We anticipate performing product

research and development as required for our products and distribution under our new plan of operation.

The Company currently has one

full-time employee dedicated to product research and development.

The Company’s research and development activities primarily consist

of product formulation, nutritional analysis, and taste analysis.

Expected purchase or sale of plant and significant

We anticipate the purchase

of significant property and equipment in 2021 as we complete our freeze-dried production facility.

Significant changes in the number of employees

As of December 31, 2020,

we had five employees, our chief executive officer and interim chief financial officer, Kenneth DeCubellis, our chief operating

officer, Michael Eisele and three other employees.

Currently, there are no organized labor agreements or union agreements and we

do not anticipate any in the future.

Assuming we are able

to identify and close on a business combination ;

we may need to hire

additional employees.

In the interim, we intend to use the services of independent consultants and contractors to perform various

professional services when appropriate.

We believe the use of third-party service providers may enhance our ability to control

general and administrative expenses and operate efficiently.

we had eighteen employees, our chief executive officer, Claudia Goldfarb, our Executive Chairman, Ira Goldfarb, our chief financial officer,

Brad Burke and fifteen other employees.

We expect a significant change in the number of full-time employees over the next 12 months based

upon our currently-projected business plan, as we commence production.

We are using and will continue to use the services of independent

consultants and contractors to perform various professional services for us or on behalf of our partners.

We believe that this use of

third-party service providers enhances our ability to contain general and administrative expenses.

Currently, there are no organized labor

agreements or union agreements and we do not anticipate any in the future.

Off-Balance Sheet Arrangements

We do not have any

off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

revenues, expenses, results of operations liquidity, capital expenditures or capital resources that are material to investors.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We do not have any off-balance

sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues, expenses,

results of operations liquidity, capital expenditures or capital resources that are material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Commodity Price Risk

We do not expect any

significant effects from commodity price risk.

We do not expect any significant

effects from commodity price risk.

Interest Rate Risk

We do not anticipate

entering into any transactions that would expose us to any direct interest rate risk.

We do not anticipate entering

into any transactions that would expose us to any direct interest rate risk.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity