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Item 8. Financial Statements and Supplementary Data

2021-03-31 compared with 2020-03-25 · 1213 added, 817 removed, 266 unchanged (88% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

DATA OF BLACK RIDGE OIL & GAS, INC.

BLACK RIDGE OIL & GAS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019

DATA OF SOW GOOD, INC.

SOW GOOD, INC.

(FORMERLY BLACK RIDGE OIL & GAS, INC.)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019 and 2018

Consolidated Statement of Stockholders’

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the years ended December 31, 2020 and 2019

Statement of Stockholders’

Equity for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to the Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of Black Ridge Oil & Gas, Inc.

Stockholders of Sow Good, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of Black Ridge Oil & Gas, Inc.

(the Company) as of December 31, 2019 and 2018, and the related statements of operations

and comprehensive income, stockholders’

equity, and cash flows for each of the years in the two-year period ended December

31, 2019, and the related notes and schedules (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and

the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity

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

We have audited the accompanying balance sheets

of Sow Good, Inc.

(the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’

and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as

the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of

the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

1 unchanged sentence

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the

Company suffered a net loss from operations and negative cash flows from operations, which raises substantial doubt about its ability

to continue as a going concern.

Management's plans regarding those matters are also described in Note 3.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company suffered

a net loss from operations and the cash on hand would be insufficient to fund the Company over the next year, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are also described in Note 3.

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

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combination, S-FDF

in Note 4, the Company acquired S-FDF, LLC in an acquisition accounted for as a business combination, which required asset and liabilities

assumed to be measured at their acquisition date fair values.

Significant judgment is exercised by the Company in determining the fair

value of assets acquired.

Management engaged specialists, and the work of management’s specialists was used in performing the procedures

to evaluate the reasonableness purchase price allocation.

Given these factors and due to significant judgements made by management, the

related audit effort in evaluating management's judgments in determining accounting for the business combination required a high degree

of auditor judgment.

for using this work, the specialists’

qualifications were understood and the Company’s relationship with the specialists was

The procedures performed also included evaluation of the methods and assumptions used by the specialists, tests of the data

used by the specialists and an evaluation of the specialists’

We evaluated and tested the Company’s significant

judgments that determine the recognition of goodwill.

M&K CPAS, PLLC

1 unchanged sentence

March 31, 2021

BLACK RIDGE OIL & GAS, INC.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

BALANCE SHEETS

1 unchanged sentence

Cash and cash equivalents

Accounts receivable

Investment in Allied Esports Entertainment, Inc.

Receivable from Allied Esports Entertainment, Inc.

Prepaid expenses

Current assets from discontinued operations

Total current assets

2 unchanged sentences

Less accumulated depreciation

Construction in progress

Total property and equipment, net

Investment in Allied Esports Entertainment, Inc.

Non-current assets from discontinued operations

$ 142,865,980

Security deposit

Right-of-use asset

LIABILITIES AND STOCKHOLDERS' EQUITY

1 unchanged sentence

Accounts payable

Accounts payable, related party

Accrued expenses

Deferred compensation

Current liabilities of discontinued operations

Current portion of operating lease liabilities

Total current liabilities

Long term liabilities

Operating lease liabilities

Notes payable

Total liabilities

Commitments and contingencies

Redeemable non-controlling interest

Stockholders' equity:

Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares

issued and outstanding

Common stock, $0.001 par value, 500,000,000 shares authorized, 1,600,484

shares issued and outstanding

Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and

Common stock, $0.001 par value, 500,000,000 shares authorized, 2,742,890 and

1,599,555 shares issued and outstanding at December 31, 2020 and 2019, respectively

Additional paid-in capital

Accumulated other comprehensive income

Common stock payable, consisting of 535,729 shares at December 31, 2020

Accumulated deficit

2 unchanged sentences

Total stockholders' equity

Total liabilities, redeemable non-controlling interest and stockholders' equity

$ 142,865,980

The accompanying notes are an integral part of these financial statements.

BLACK RIDGE OIL & GAS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Total liabilities and stockholders' equity

The accompanying notes are an integral part of

these financial statements.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

STATEMENTS OF OPERATIONS

For the Years

1 unchanged sentence

Management fee income

Total revenues

Operating expenses:

11 unchanged sentences

Gain on deconsolidation of subsidiary

Settlement income

Settlement expense

Total other income

Net income before provision for income taxes

Interest expense, including $377,440 of warrants issued as a debt discount for the year ended December 31, 2020

Loss on disposal of property and equipment

Loss on investment in Allied Esports Entertainment, Inc.

Total other income (expense)

Net income (loss) before provision for income taxes

Provision for income taxes

Net income from continuing operations, net of tax

Net income (loss) from discontinued operations

Net income before non-controlling interest

Net income (loss) from continuing operations, net of tax

Net loss from discontinued operations

Net income (loss) before non-controlling interest

Less net income attributable to redeemable non-controlling interest

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

Other comprehensive income:

Unrealized loss on investments

Net income (loss) attributable to Sow Good Inc.

$ (5,320,939 )

Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc.

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - fully diluted

Net income per common share - basic

Net income per common share - fully diluted

Net income (loss) per common share - basic

Net income (loss) per common share - fully diluted

The accompanying notes are an integral part of these financial statements.

BLACK RIDGE OIL & GAS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Preferred Stock

Comprehensive

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

STATEMENT OF STOCKHOLDERS' EQUITY

Stockholders'

2 unchanged sentences

$ (35,487,902 )

Common stock options granted

for services to employees and directors

Exercise of stock warrants

Net loss attributable to

Black Ridge Oil & Gas, Inc.

Balance, December 31, 2018

$ 140,738,954

Common stock options granted

for services to employees and directors

Non-controlling interest

disposed in deconsolidation

Net income attributable

to Black Ridge Oil & Gas, Inc.

Other Comprehensive income

Common stock options granted for services to employees

and directors

Non-controlling interest disposed in deconsolidation

(142,071,483 )

Net income attributable to Sow Good, Inc.

Balance, December 31, 2019

$ (31,357,399 )

Common stock issued for services to employees and directors

Common stock issued for the purchase of S-FDF, LLC assets

Common stock options granted for services to employees

and directors

Common stock warrants granted to employees and directors

for personal guaranty on debt

Net income attributable to Sow Good, Inc.

December 31, 2020

$ (36,678,338 )

accompanying notes are an integral part of these financial statements.

BLACK RIDGE OIL & GAS, INC.

The accompanying notes are an integral part of these financial statements.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

STATEMENTS OF CASH FLOWS

2 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES

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

Net (income) loss from discontinued operations

Net income (loss) attributable to Sow Good Inc.

$ (5,320,939 )

Net loss from discontinued operations

Net income attributable to redeemable non-controlling interest

Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas,

to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss attributable to Sow Good, Inc.

to net cash used in operating activities:

Gain on deconsolidation of subsidiary

1 unchanged sentence

Depreciation and amortization

Loss on disposal of property and equipment

Loss on investment in Allied Esports Entertainment, Inc.

Common stock issued to officers and directors for services

Amortization of stock options

Amortization of stock warrants issued as a debt discount

Deferred compensation

3 unchanged sentences

Prepaid expenses

Right-of-use asset

Increase (decrease) in current liabilities:

1 unchanged sentence

Accrued expenses

Net cash provided by (used in) operating activities of continuing operations

Lease liabilities

Net cash used in operating activities of continuing operations

Net cash used in operating activities of discontinued operations

2 unchanged sentences

Cash disposed in deconsolidation

Cash received in business combination

Purchase of property and equipment

Net cash used in investing activities of continuing operations

Cash paid for construction in progress

Proceeds received from sale of investment in Allied Esports Entertainment, Inc.

Net cash provided by (used in) investing activities of continuing operations

Net cash provided by investing activities of discontinued operations

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of stock warrants

Proceeds received from notes payable

Repayments on notes payable

Net cash provided by financing activities from continuing operations

8 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Unrealized loss on investment in AESE

Value of debt discounts attributable to warrants

Value of investment in securities distributed to board members and employees

Fair value of net assets acquired in business combination

Fair value of common stock paid in business combination

Recognition of subsidiary equity upon deconsolidation

Non-cash investing and financing activities in

discontinued operations

Non-cash investing and financing activities in discontinued operations

$ 229,914,415

The accompanying notes are an integral part of these financial statements.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 1 –

Organization and Nature

Effective April 2, 2012, Ante5, Inc.

its corporate name to Black Ridge Oil & Gas, Inc., and continues to be quoted on the OTCQB under the trading symbol “ANFC”.

Black Ridge Oil & Gas, Inc.

(formerly Ante5, Inc.) (the “Company”

and “BROG”) became an independent

company in April 2010.

Organization and Nature of

Effective January 21, 2021, we changed our name

from Black Ridge Oil & Gas, Inc.

to Sow Good Inc.

(“SOWG,”

“Sow Good,”

or the “Company”).

common stock is traded on the OTCQB under the trading symbol “SOWG”.

that time, o ur common stock started to be quoted on the OTCQB under the trading symbol “SOWG”, from the former trading

symbol “ANFC”.

Prior to April 2, 2012, the Company name was Ante5, Inc., which became an independent company in April 2010.

We became a publicly traded company when our shares began trading on July 1, 2010.

From October 2010

through August 2019, we had been engaged in the business of acquiring oil and gas leases and participating in the drilling of wells

in the Bakken and Three Forks trends in North Dakota and Montana and /or managing similar assets for third parties.

On September 26, 2017, the Company finalized

an equity raise utilizing a rights offering and backstop agreement, raising net proceeds of $5,051,675 and issuing 1,439,400 shares.

The proceeds were used to sponsor the Company’s obligations sponsoring a special purpose acquisition company, discussed below,

with the remainder for general corporate purposes.

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, but the initial focus of its search

was for target businesses in the energy or energy-related industries with an emphasis on opportunities in the upstream oil and

gas industry in North America.

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.

On December 19, 2018, BRAC entered into

a business combination agreement and the business combination closed on August 9, 2019, as discussed in Note 4.

Following the close of the business combination

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 shares of Allied Esports Entertainment, Inc.

AESE), the surviving entity after BRAC’s business combination (“Sponsor 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.

Company 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.

From October 2010 through August 2019, we had

been engaged in the business of acquiring oil and gas leases and participating in the drilling of wells in the Bakken and Three Forks

trends in North Dakota and Montana and /or managing similar assets for third parties.

On September 26, 2017, the Company finalized an

equity raise utilizing a rights offering and backstop agreement, raising net proceeds of $5,051,675 and issuing 1,439,400 shares.

proceeds were used to sponsor a special purpose acquisition company, discussed below, with the remainder for general corporate purposes.

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.

On December 19, 2018, BRAC entered into a business combination

agreement, which subsequently closed on August 9, 2019.

On October 1, 2020, the

Company completed its acquisition of S-FDF, LLC pursuant to an Asset Purchase Agreement.

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.

As of December 31, 2020, the Company owned 177,479

shares of Allied Esports Entertainment, Inc.

AESE), the surviving entity after BRAC’s business combination (“Sponsor

Shares”), after selling 1,970,920 shares for total net proceeds of $3,108,067, selling warrants to purchase 505,000 shares of AESE

AESEW) (“Sponsor Warrants”) for total proceeds of $73,668, and distributing 537,101 Sponsor Shares on August 9,

2020 to employees and directors under the 2018 Management Incentive Plan, dated March 6, 2018.

Note 2 –

of Significant Accounting Policies

of Accounting

Our financial statements are prepared using

the accrual method of accounting as generally accepted in the United States of America (U.S.

GAAP) and the rules of the Securities

and Exchange Commission (SEC).

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Principles of Consolidation

The accompanying consolidated financial

statements include the accounts of the following entities:

Name of entity

State of Incorporation

Black Ridge Oil and Gas, Inc.

Black Ridge Acquisition Corp.

(“BRAC”)

Subsidiary (1)

Wholly-owned subsidiary through October 10, 2017, the date of BRAC’s IPO, after which it was consolidated as a variable

interest entity through August 9, 2019, the date of BRAC’s business combination.

BRAC was renamed Allied Esports

Entertainment, Inc.

(‘AESE”) on the date of its business combination and all references to the surviving entity

following the business combination are hereafter referred to as such.

The Company had determined that AESE, following

its IPO, was a variable interest entity (“VIE”) and that the Company was the primary beneficiary of the VIE.

determined that, due to the redemption feature associated with the IPO shares, that the IPO shareholders were indirectly protected

from the operating expenses of BRAC and it had the power to direct the activities of BRAC through the date BRAC afforded the stockholders

the opportunity to vote to approve the proposed business combination.

Therefore, BRAC’s operations are included in the BROG’s

consolidated financial statements herein through August 9 2019.

BRAC’s IPO shareholders are reflected in our Consolidated

Financial Statements as a non-controlling interest through BRAC’s business combination on August 9, 2019.

Under guidance

in ASC 810-10-05-8 (“Consolidation of VIEs”) the Company’s management has determined that BRAC, following its

merger, should no longer be consolidated for financial statement purposes as the Company no longer had the power to direct the

activities of BRAC.

Following BRAC’s business combination, the Company’s investment in AESE is accounted for using

the cost method as AESE no longer was considered a VIE and the Company now owned 12.4% of the outstanding common stock of AESE.

All significant inter-company transactions have been eliminated in the preparation of these financial statements.

The parent company, BROG, and BRAC, for

the period it was consolidated, are collectively referred to herein as the “Company”

or “Black Ridge”.

The Company’s headquarters is in Minneapolis, Minnesota and substantially all of its operations are in the United States.

Basis of Accounting

The accompanying financial statements have been

prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and

Exchange Commission (SEC).

All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The

FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles.

Reclassifications

In the current year, the income, expense

and cash flows from BRAC during the period they were consolidated have been classified as discontinued operations.

For comparative

purposes amounts in the prior periods have been reclassified to conform to current year presentation.

Additionally, the assets

and liabilities from BRAC are shown on the balance sheet as assets and liabilities for discontinued operations.

In the prior year, the income, expense and cash

flows from Black Ridge Acquisition Corp., a wholly-owned subsidiary formed on October 10, 2017, which was consolidated as a variable interest

entity through August 9, 2019, the date that BRAC completed a business combination with Allied Esports Entertainment, Inc.

(“AESE”),

were consolidated and have been retrospectively classified as discontinued operations.

In addition, prior period investment in Allied

Esports Entertainment, Inc.

securities of $6,982,300 were reclassified from long term assets to current assets to conform to management’s

intent and ability to liquidate the asset.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Segment Reporting

FASB ASC 280-10-50 requires annual and

interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic

areas and major customers.

An operating segment is defined as a component of an enterprise that engages in business activities

from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief

operating decision maker in deciding how to allocate resources.

The Company operates as a single segment and will evaluate additional

segment disclosure requirements as it expands its operations.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

The preparation of financial statements

in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the

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

and the reported amount of revenues and expenses during the reporting period.

FASB ASC 280-10-50 requires annual and interim

reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn

revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in

deciding how to allocate resources.

The Company operates as a single segment and will evaluate additional segment disclosure requirements

as it expands its operations.

The preparation of financial statements in conformity

with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount

of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Environmental Liabilities

The Company was formerly a direct owner

of assets in the oil and gas industry.

The oil and gas industry is subject, by its nature, to environmental hazards and clean-up

At this time, management knows of no substantial losses from environmental accidents or events which would have a material

effect on the Company.

The Company was formerly a direct owner of assets

in the oil and gas industry.

The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs.

time, management knows of no substantial losses from environmental accidents or events which would have a material effect on the Company.

Cash and Cash Equivalents

1 unchanged sentence

which have maturities of three months or less.

For the purpose of the statements of cash flows, all highly liquid investments with

an original maturity of three months or less are considered to be cash equivalents.

Cash equivalents are stated at cost plus accrued

interest, which approximates market value.

Cash equivalents on hand at December 31, 2019 and 2018 were $-0- and $2,312,

respectively.

Restricted Cash and Securities held

in Trust Account

The Company had $2,312 of cash equivalents

and $141,304,995 of marketable securities on December 31, 2018 held in the Trust Account which was restricted for the benefit of

the AESE’s IPO shareholders to be available for those shareholders in the event they elected to redeem their shares following

an approved business combination.

For the purpose of the statements of cash flows, all highly liquid investments with an

original maturity of three months or less are considered to be cash equivalents.

Cash equivalents are stated at cost plus accrued interest,

which approximates market value.

There were no cash equivalents on hand at December 31, 2020 and 2019.

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank

deposit accounts which, at times, may exceed federally insured limits.

Accounts are guaranteed by the Federal Deposit Insurance

Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current

The Company had approximately $-0- and $1,119,770 in excess of FDIC and SIPC insured limits at December 31, 2019 and

2018, respectively.

The Company has not experienced any losses in such accounts.

The Company recognizes deferred tax assets

and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted

tax rates and laws that are expected to be in effect when the differences are expected to be recovered.

The Company provides a

valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

On December 22, 2017 the U.S.

and Jobs Act of 2017 (“Tax Reform”) was signed into law.

As a result of Tax Reform, the U.S.

statutory rate was lowered

from 35% to 21% effective January 1, 2018, among other changes.

ASC Topic 740 requires companies to recognize the effect of tax

law changes in the period of enactment;

therefore, the Company was required to value its deferred tax assets and liabilities at

the new rate.

The SEC issued Staff Accounting Bulletin No.

118 (“SAB 108”) to address the application of GAAP in situations

when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable

detail to complete the accounting for certain effects of Tax Reform.

The ultimate impact may differ from the provisional amount,

possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional

regulatory guidance that may be issued and actions the Company may take as a result of Tax Reform.

The Company maintains its cash in bank deposit

accounts which, at times, may exceed federally insured limits.

Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC)

and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current regulations.

had approximately $1,311,464 and $-0- in excess of FDIC and SIPC insured limits at December 31, 2020 and 2019, respectively.

has not experienced any losses in such accounts.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial

Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands

disclosures about fair value measurements.

Under FASB ASC 820-10-05, the Financial Accounting

Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about

fair value measurements.

This Statement reaffirms that fair value is the relevant measurement attribute.

adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein.

amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate

fair value primarily due to the short-term nature of the instruments.

The Company had no items that

required fair value measurement on a recurring basis.

RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

The adoption of this standard

did not have a material effect on the Company’s financial statements as reflected herein.

The carrying amounts of cash, accounts

payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the

short-term nature of the instruments.

The Company had no items that required fair value measurement on a recurring

Property and Equipment

Property and equipment are recorded at

cost and depreciated using the straight-line method over their estimated useful lives of three to seven years.

Expenditures for

replacements, renewals, and betterments are capitalized.

Maintenance and repairs are charged to operations as incurred.

assets are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may

not be recoverable.

The Company has not recognized any impairment losses on long-lived assets related to continuing operations.

Depreciation expense was $872 and $9,472 for the years ended December 31, 2019 and 2018, respectively.

Revenue Concentration

All of the Company’s revenue earned

came from management fees earned through its management services agreement with BRAC, which ceased as of December 31, 2019.

Property and equipment are stated at the lower

of cost or estimated net recoverable amount.

The cost of property, plant and equipment is depreciated using the straight-line method based

on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

3 years, or over the life of the agreement

Office equipment

Furniture and fixtures

Machinery and equipment

Intangible assets

Leasehold improvements

Fully extended lease-term

Repairs and maintenance expenditures are charged

to operations as incurred.

Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated

over the remaining estimated useful life of the asset.

When assets are retired or sold, the cost and related accumulated depreciation

and amortization are eliminated and any resulting gain or loss is reflected in operations.

Depreciation expense was $3,642 and $872 for

the years ended December 31, 2020 and 2019, respectively.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

of Long-Lived Assets

Long-lived assets held and used by the Company

are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable

or is impaired.

Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings

before interest and taxes.

Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds

to the cost of capital.

Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows

of future operations.

Our intellectual property

is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these

brand names will contribute cash flows to the Company perpetually.

We evaluate the recoverability of intangible assets periodically by

taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Inventory, consisting of raw materials, material

overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or net realizable value and consist

of the following:

Raw materials

No reserve for obsolete inventories has been recognized,

and we have not yet commenced production.

The Company evaluates goodwill on an annual basis

in the fourth quarter or more frequently if management believes indicators of impairment exist.

Such indicators could include, but are

not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse

action or assessment by a regulator.

The Company first assesses qualitative factors to determine whether it is more likely than not that

the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test.

impairment test involves comparing the fair value of the applicable reporting unit with its carrying value.

The Company estimates the

fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which

utilizes comparable companies’

If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an

impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

The Company’s evaluation of goodwill completed during the year resulted in no impairment losses.

Revenue Recognition

The Company recognizes management fee income

as services are provided.

Basic and Diluted Earnings (Loss) Per

The Company will recognize revenue in accordance

with ASC 606 —

Revenue from Contracts with Customers.

Under ASC 606, the Company will recognize revenue from the sale of its freeze-dried

food products once operations commence, in accordance with a five-step model in which

the Company will evaluate the transfer of promised goods or services and recognize revenue when customers obtain control of promised goods

or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company

will perform the following five steps:

(1) identify the contract(s) with a customer, (2) identify the performance obligations

in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the

contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company has elected, as a practical

expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation.

be reported net of applicable provisions for discounts, returns and allowances.

Methodologies for determining these provisions will be

dependent on customer pricing and promotional practices.

The Company will record reductions to revenue for estimated product returns and

pricing adjustments in the same period that the related revenue is recorded.

These estimates will be based on industry-based historical

data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

The Company recognized

management fee income as services were provided in 2019.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Revenue Concentration

All of the Company’s revenue earned came

from management fees earned through its management services agreement with BRAC, which ceased as of December 31, 2019.

Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”)

are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period

(the denominator).

Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential

common shares outstanding (if dilutive) during each period.

Potential common shares include stock options, warrants and restricted

The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using

the treasury stock method.

The reconciliation of the denominators

used to calculate basic EPS and diluted EPS for the years ended December 31, 2019 and 2018 are as follows:

are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).

Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding

(if dilutive) during each period.

Potential common shares include stock options, warrants and restricted stock.

The number of potential

common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method.

The reconciliation of the denominators used to

calculate basic EPS and diluted EPS for the years ended December 31, 2020 and 2019 are as follows:

Years Ended December 31,

8 unchanged sentences

and 2019, respectively.

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based

payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their

payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair

Pro forma disclosure is no longer an alternative.

Amortization of the fair values of stock options issued for services

and compensation totaled $100,526 and $310,731 for the years ended December 31, 2019 and 2018, respectively.

fair values of stock options were determined using the Black-Scholes options pricing model and an effective term of 6 to 6.5 years

based on the weighted average of the vesting periods and the stated term of the option grants and the discount rate on 5 to 7 year

Treasury securities at the grant date and are being amortized over the related implied service term, or vesting period.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized $268,608 of stock-based compensation for the

issuance of shares of common stock for services in 2020.

Amortization of the fair values of stock options issued for services and

compensation totaled $458,048 and $100,526 for the years ended December 31, 2020 and 2019, respectively.

The fair values

of stock options were determined using the Black-Scholes options pricing model and an effective term of 6 to 6.5 years based on the

weighted average of the vesting periods and the stated term of the option grants and the discount rate on 5 to 7 year U.S.

securities at the grant date and are being amortized over the related implied service term, or vesting period.

In addition, $377,440

of expenses related to the amortization of warrants issued in consideration of personal guarantees provided for debt financing,

using the Black-Scholes options pricing model and an effective term of 5 years based on the weighted average of the vesting periods

and the stated term of the warrant grants and the discount rate on 5 year U.S.

Treasury securities at the grant date were recognized

as interest expense for the year ended December 31, 2020.

The Company recognizes deferred tax assets and

liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and

laws that are expected to be in effect when the differences are expected to be recovered.

The Company provides a valuation allowance for

deferred tax assets for which it does not consider realization of such assets to be more likely than not.

On December 22, 2017 the U.S.

Tax Cuts and Jobs

Act of 2017 (“Tax Reform”) was signed into law.

As a result of Tax Reform, the U.S.

statutory rate was lowered from 35% to

21% effective January 1, 2018, among other changes.

ASC Topic 740 requires companies to recognize the effect of tax law changes in the

period of enactment;

therefore, the Company was required to value its deferred tax assets and liabilities at the new rate.

The SEC issued

Staff Accounting Bulletin No.

118 (“SAB 108”) to address the application of GAAP in situations when a registrant does not

have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting

for certain effects of Tax Reform.

The ultimate impact may differ from the provisional amount, possibly materially, as a result of additional

analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued and actions

the Company may take as a result of Tax Reform.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Uncertain Tax Positions

In accordance with ASC 740, “Income

(“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more

likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical

merits of the position.

These standards prescribe a recognition threshold and measurement attribute for the financial statement

recognition and measurement of a tax position taken or expected to be taken in a tax return.

These standards also provide guidance

on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities can periodically

audit the Company’s income tax returns.

These audits include questions regarding the Company’s tax filing positions,

including the timing and amount of deductions and the allocation of income to various tax jurisdictions.

In evaluating the exposures

connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable

A number of years may elapse before a particular matter, for which an allowance has been established, is audited and

fully resolved.

The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax

position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

In accordance with ASC 740, “Income Taxes”

(“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that

the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position.

These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of

a tax position taken or expected to be taken in a tax return.

These standards also provide guidance on de-recognition, classification,

interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities can periodically audit

the Company’s income tax returns.

These audits include questions regarding the Company’s tax filing positions, including the

timing and amount of deductions and the allocation of income to various tax jurisdictions.

In evaluating the exposures connected with

these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures.

years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved.

The Company has

not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position

relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recent Accounting Pronouncements

From time to time,

new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") that are adopted by the

Company as of the specified effective date.

If not discussed, management believes that the impact of recently issued standards,

which are not yet effective, will not have a material impact on the Company's financial statements upon adoption.

From time to time, new

accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") that are adopted by the Company as

of the specified effective date.

If not discussed, management believes that the impact of recently issued standards, which are not yet

effective, will not have a material impact on the Company's financial statements upon adoption.

In July 2018, the FASB issued ASU No.

1 unchanged sentence

Improvements to Topic 842, Leases .

The amendments in ASU 2018-10 provide additional clarification and implementation guidance

on certain aspects of the previously issued ASU No.

2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective

and transition requirements as ASU 2016-02.

Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC

Topic 840, Leases.

Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term

leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted

Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s

right to use, or control the use of, a specified asset for the lease term.

ASU 2018-10 is effective for private companies and emerging

growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted.

The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into

after, the beginning of the earliest comparative periods presented in the financial statements.

The Company adopted this guidance

effective January 1, 2019, and the standard did not have a material impact on the Company’s combined financial statements

and related disclosures.

The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain

aspects of the previously issued ASU No.

2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition

requirements as ASU 2016-02.

Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases.

Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability,

which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis.

Concurrently, lessees

will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the

use of, a specified asset for the lease term.

ASU 2018-10 is effective for private companies and emerging growth public companies for

interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted.

The guidance is required to be

applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest

comparative periods presented in the financial statements.

The Company adopted this guidance effective January 1, 2019, and the standard

did not have a material impact on the Company’s financial statements and related disclosures until the closing of the asset purchase

with S-FDF, LLC on October 1, 2020.

Note 3 –

Going Concern

As shown in the accompanying financial

statements, as of December 31, 2019, the Company had a cash balance of $108,756 and negative working capital of $1,289,995 The

Company has no revenue source presently.

Based on projections of cash expenditures in the Company’s current business plan,

the cash on hand would be insufficient to fund the Company’s general and administrative expenses over the next year.

As shown in the accompanying financial statements,

as of December 31, 2020, the Company had a cash balance of $1,912,729 and working capital of $1,768,153.

The Company has no revenue source

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.

The Company continues to pursue sources of additional

capital through debt and 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

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

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.

The financial statements do not include any adjustments

that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern.

These financial

statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts

and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 4 –

Business Combination, S-FDF

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 Seller Shares to be issued 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 Allied Esports Entertainment Inc.

("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 4, 2021.

The combined issuances represented approximately 46% of the Company’s

issued and outstanding common stock, on a fully diluted basis.

Black Ridge Oil & Gas, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL

The Company continues to pursue sources

of additional capital through debt and 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.

The financial statements do not include

any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going

These financial statements also do not include any adjustments relating to the recoverability and classification of recorded

asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as

a going concern.

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 Seller Shares 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.

This acquisition was

accounted for as a business combination under the purchase method of accounting.

The purchase resulted in the recognition of $6,411,327

of goodwill, which is evaluated annually for impairment, unless circumstances change that require an earlier determination.

to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows:

Consideration:

Fair value of 1,620,973 shares of common stock

Liabilities assumed:

Accounts payable

Accrued expenses

Lease liabilities

Total consideration

Fair value of identifiable assets acquired assumed:

Other receivables

Prepaid expenses

Property and equipment

Construction in progress

Security deposit

Right-of-use asset

Total fair value of assets assumed

Consideration paid in excess of fair value (Goodwill) (1)

(1) The consideration paid in excess of the net

fair value of assets acquired and liabilities assumed was recognized as goodwill.

The book value of the net assets acquired was

determined to represent the fair market value, and no additional intangible assets were evidenced.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Pro Forma Results

The following table sets forth the unaudited pro

forma results of the Company as if the acquisition of S-FDF, LLC was effective on the first day of each of the periods presented.

combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

For the Years Ended December 31,

Net operating loss

$ (3,346,407 )

$ (2,596,481 )

Net income (loss)

$ (5,657,924 )

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - fully diluted

Net income (loss) per common share - basic

Net income (loss) per common share - fully diluted

(2) S-FDF, LLC was formed on May 4, 2020, therefore pro forma operation for 2019 are identical to the Company’s actual results, other than the basic and fully diluted net income per share amounts .

Note 5 –

4 unchanged sentences

IPO was declared effective on October 4, 2017.

The registration statement was initially declared effective for 10,000,000 units

(“Units”

and, with respect to the common stock included in the Units being offered, the “Public Shares”),

but the offering was increased to 12,000,000 Units pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

10, 2017, the Company consummated the Initial Public Offering of 12,000,000 units, generating gross proceeds of $120,000,000.

Simultaneous with the closing of the IPO,

BRAC sold 400,000 units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to BROG, generating

gross proceeds of $4,000,000.

BROG’s investment in BRAC’s common stock is eliminated in consolidation prior to the

BRAC’s merger on August 9, 2019.

The registration statement was initially declared effective for 10,000,000 units (“Units”

and, with respect to the common stock included in the Units being offered, the “Public Shares”), but the offering was increased

to 12,000,000 Units pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

On October 10, 2017, the Company consummated

the Initial Public Offering of 12,000,000 units, generating gross proceeds of $120,000,000.

Simultaneous with the closing of the IPO, BRAC

sold 400,000 units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to BROG, generating gross

proceeds of $4,000,000.

BROG’s investment in BRAC’s common stock was eliminated in consolidation prior to the BRAC’s

merger on August 9, 2019.

Transaction costs relating to the IPO amounted

1 unchanged sentence

Following the closing of the IPO on October 10,

10, 2017, an amount of $120,600,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the Placement

Units was placed in a trust account (“Trust Account”) and invested in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with

a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by

BRAC meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by

BRAC, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described

On October 18, 2017, in connection with

the underwriters’

exercise of their over-allotment option in full, BRAC sold an additional 1,800,000 Units and sold an additional

45,000 Placement Units to BROG at $10.00 per Unit, generating total proceeds of $18,450,000.

Transaction costs for underwriting

fees on the sale of the over-allotment units were $360,000.

Following the closing, an additional $18,090,000 of the net proceeds

($10.05 per Unit) was placed in the Trust Account, bringing the total aggregate proceeds held in the Trust Account to $138,690,000

($10.05 per Unit).

BROG’s investment in BRAC’s common stock is eliminated in consolidation prior to the BRAC’s

merger on August 9, 2019.

Upon the closing of the IPO, $10.05 per

Unit sold in the IPO, including some of the proceeds of the Private Placements was deposited in a trust account (“Trust Account”)

to be held until the earlier of (i) the consummation of its initial Business Combination or (ii) BRAC’s failure to consummate

a Business Combination within 21 months from the consummation of the IPO (the “Combination Period”).

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

2017, an amount of $120,600,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the Placement Units was

placed in a trust account (“Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by BRAC meeting the conditions of paragraphs

(d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by BRAC, until the earlier of:

(i) the consummation

of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On October 18, 2017, in connection with the underwriters’

exercise of their over-allotment option in full, BRAC sold an additional 1,800,000 Units and sold an additional 45,000 Placement Units

to BROG at $10.00 per Unit, generating total proceeds of $18,450,000.

Transaction costs for underwriting fees on the sale of the over-allotment

units were $360,000.

Following the closing, an additional $18,090,000 of the net proceeds ($10.05 per Unit) was placed in the Trust Account,

bringing the total aggregate proceeds held in the Trust Account to $138,690,000 ($10.05 per Unit).

BROG’s investment in BRAC’s

common stock was eliminated in consolidation prior to the BRAC’s merger on August 9, 2019.

Upon the closing of the IPO, $10.05 per Unit sold

in the IPO, including some of the proceeds of the Private Placements was deposited in a trust account (“Trust Account”) to

be held until the earlier of (i) the consummation of its initial Business Combination or (ii) BRAC’s failure to consummate a Business

Combination within 21 months from the consummation of the IPO (the “Combination Period”).

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

The Extension Meeting

On July 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 had to consummate a business combination (the “Extension”) to August 10, 2019.

The amendment

was approved by the stockholders and filed with the Secretary of State of the State of Delaware on July 9, 2019.

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 was non-interest bearing and evidenced by a promissory note issued by BRAC

on the same date.

On July 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 had to consummate a business combination (the “Extension”) to August 10, 2019.

The amendment was approved by the

stockholders and filed with the Secretary of State of the State of Delaware on July 9, 2019.

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 was non-interest bearing and evidenced by a promissory note issued by BRAC on the same date.

The loan was repaid on August 12,

Business Combination Agreement

On December 19, 2018, BRAC entered into

the Business Combination Agreement with Merger Sub, Allied Esports, Ourgame, Noble and Primo.

The Business Combination Agreement

was amended on August 5, 2019 and the Business Combination Agreement as amended is referred to as the Amended Business Combination

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

Subject to the Amended Business Combination

Agreement, (i) Noble merged with and into Allied Esports (the “Redomestication Merger”) with Allied Esports being the

surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger Sub merged with into Allied Esports

with Allied Esports being the surviving entity of such merger (the “Transaction Merger”

and together with the Redomestication

Merger, the “Mergers”).

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®

On December 19, 2018, BRAC entered into the Business

Combination Agreement with Merger Sub, Allied Esports, Ourgame, Noble and Primo.

The Business Combination Agreement was amended on August

5, 2019 and the Business Combination Agreement as amended is referred to as the Amended Business Combination Agreement.

The merger closed

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

Subject to the Amended Business Combination Agreement,

(i) Noble merged with and into Allied Esports (the “Redomestication Merger”) with Allied Esports being the surviving entity

in such merger and (ii) immediately after the Redomestication Merger, Merger Sub merged with into Allied Esports with Allied Esports being

the surviving entity of such merger (the “Transaction Merger”

and together with the Redomestication Merger, the “Mergers”).

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 transactions 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.

The Business Combination Agreement, which

originally called for a debt repayment to Ourgame of $35,000,000 was amended to call for BRAC to (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, as BRAC’s founder, agreed to transfer an aggregate

of 600,000 shares of BRAC’s common stock held by it to Ourgame.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Additionally, In July and August 2019,

BRAC and BROG 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.

If the Purchasers were

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 ($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.

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 is required to file a registration statement with the SEC as promptly as practicable following the closing of the merger 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 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.

the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments,

television, online and mobile.

The transactions 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.

The Business Combination Agreement, which original

called for a debt repayment to Ourgame of $35,000,000 was amended to call for BRAC to (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, as BRAC’s founder, agreed to transfer an aggregate of 600,000 shares of BRAC’s common

stock held by it to Ourgame.

Additionally, In July and August 2019, BRAC and

BROG 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.

If the Purchasers were 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 ($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.

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 is required to file a registration statement

with the SEC as promptly as practicable following the closing of the merger 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 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

Additionally, $5 million will be held in an escrow account and its usage will be limited to specific capital projects.

Consummation of the transactions contemplated

by the Amended Business Combination Agreement was subject to certain closing conditions including, among others, (i) approval by

the stockholders of BRAC, and (ii) that BRAC have available cash in an amount not less than $22,000,000 after payment to stockholders

who elect to redeem their shares of common stock in accordance with the provisions of BRAC’s charter documents.

condition was waived by Ourgame prior to the close.

Consolidation of BRAC and Non-controlling

The Company determined that BRAC, following

its IPO, was a VIE and that the Company is the primary beneficiary of the VIE.

The Company determined that, due to the redemption

feature associated with the IPO shares, that the IPO shareholders are indirectly protected from the operating expenses of BRAC

and BROG had the power to direct the activities of BRAC through the date at which BRAC affords the stockholders the opportunity

to vote to approve a proposed business combination.

Therefore, the consolidated financial statements contain the operations of

the BRAC from its inception on May 9, 2017 through the date of the merger, when BRAC was determined to no longer be a VIE.

IPO shareholders are reflected in our Consolidated Financial Statements as a redeemable non-controlling interest prior to the merger.

The non-controlling interest was recorded at fair value on October 10, 2017, with an addition on October 18, 2017 as a result of

the underwriters’

exercise of their over-allotment option.

During the period in which BRAC was consolidated, the net earnings

attributable to the IPO shareholders are subtracted from the net gain (loss) for any period to arrive at the net loss attributable

to the Company and the non-controlling interest on the balance sheet is adjusted to include the net earnings attributable to the

IPO shareholders.

by the Amended Business Combination Agreement was subject to certain closing conditions including, among others, (i) approval by the stockholders

of BRAC, and (ii) that BRAC have available cash in an amount not less than $22,000,000 after payment to stockholders who elect to redeem

their shares of common stock in accordance with the provisions of BRAC’s charter documents.

This second condition was waived by

Ourgame prior to the close.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Consolidation of BRAC and Non-controlling Interest

The Company determined that BRAC, following its

IPO, was a VIE and that the Company is the primary beneficiary of the VIE.

The Company determined that, due to the redemption feature

associated with the IPO shares, that the IPO shareholders are indirectly protected from the operating expenses of BRAC and BROG had the

power to direct the activities of BRAC through the date at which BRAC affords the stockholders the opportunity to vote to approve a proposed

business combination.

Therefore, the consolidated financial statements contain the operations of the BRAC from its inception on May 9,

2017 through the date of the merger, when BRAC was determined to no longer be a VIE.

BRAC’s IPO shareholders are reflected in our

Consolidated Financial Statements as a redeemable non-controlling interest prior to the merger.

The non-controlling interest was recorded

at fair value on October 10, 2017, with an addition on October 18, 2017 as a result of the underwriters’

exercise of their over-allotment

During the period in which BRAC was consolidated, the net earnings attributable to the IPO shareholders are subtracted from the

net gain (loss) for any period to arrive at the net loss attributable to the Company and the non-controlling interest on the balance sheet

is adjusted to include the net earnings attributable to the IPO shareholders.

Deconsolidation of BRAC

2 unchanged sentences

of a previously consolidated entity or entities.

Under this guidance, the Company shall

account for the deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A by recognizing

a gain or loss in net income attributable to the parent, measured as the difference between the combination of:

Under this guidance, the Company shall account

for the deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A by recognizing a gain or loss

in net income attributable to the parent, measured as the difference between the combination of:

a) The fair value of:

5 unchanged sentences

was $11,950,475, and;

b) The carrying amount of the former

subsidiaries assets and liabilities or the carrying amount of the group of assets.

b) The carrying amount of the former subsidiaries

assets and liabilities or the carrying amount of the group of assets.

With the above guidance the Company determined

that the effect of the deconsolidation of BRAC produced a gain of $20,448,687, which is a non-cash adjustment.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

that the effect of the deconsolidation of BRAC produced a non-cash adjustment, resulting in a gain of $20,448,687.

Intercompany Transactions and Eliminations

BROG was paid a management fee by AESE

of $10,000 per month as part of an administrative services agreement, which commenced October 5, 2017 and ended on the date of

the merger, for general and administrative services including the cost of office space and personnel dedicated to AESE.

also reimbursed for any out-of-pocket expenses, particularly travel, incurred in connection with activities on AESE’s behalf,

including but not limited to identifying potential target businesses and performing due diligence on suitable business combinations.

AESE paid a total of $72,903 to BROG for such services in 2019, prior to the merger and while AESE remained a VIE and was consolidated.

The management services income of BROG and the management services expense of AESE as well as any balances due between the companies

for such services or reimbursements were eliminated in consolidation.

Management fees earned by BROG of $466,595 subject to the

management services agreement between AESE and BROG in effect subsequent to the merger are not eliminated.

BROG was paid a management fee by AESE of $10,000

per month as part of an administrative services agreement, which commenced October 5, 2017 and ended on the date of the merger, for general

and administrative services including the cost of office space and personnel dedicated to AESE.

BROG was also reimbursed for any out-of-pocket

expenses, particularly travel, incurred in connection with activities on AESE’s behalf, including but not limited to identifying

potential target businesses and performing due diligence on suitable business combinations.

AESE paid a total of $72,903 to BROG for such

services in 2019, prior to the merger and while AESE remained a VIE and was consolidated and included in our loss on discontinued operations.

The management services income of BROG and the management services expense of AESE as well as any balances due between the companies for

such services or reimbursements were eliminated in consolidation.

Management fees earned by BROG of $466,595 subject to the management

services agreement between AESE and BROG in effect subsequent to the merger were not eliminated.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 6 –

Related Party

On March 1, 2018, the Board of Directors

(the “Board”) of the Company approved and adopted the Black Ridge Gas, Inc.

Common Stock Awarded Pursuant to Business Combination

On October 1, 2020, the

Company issued 1,120,000 shares of common stock to S-FDF, LLC, a Texas limited liability company co-owned by Claudia and Ira Goldfarb,

pursuant to an Asset Purchase Agreement, between the Company and the Seller.

The issuance represented 41.18% of the Company’s issued

and outstanding common stock at the time.

The fair value of the common stock was $6,720,000 based on the closing price of the Company’s

common stock on the date of grant.

number of Seller Shares to be issued was subject to adjustment, as specified in the amended Asset Purchase Agreement, 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 Allied Esports Entertainment

("AESE") Shares, were less than $5 million or greater than $6 million on the date specified in the Asset Purchase

This resulted in an additional 500,973 Seller Shares that were issued on January 4, 2021.

The combined issuances represented

approximately 46% of the Company’s issued and outstanding common stock, on a fully diluted basis.

The fair value of the 500,673

shares was $1,853,600, based on the closing price of the Company’s common stock on the date of grant, was presented as Common Stock

Payable as of December 31, 2020.

Common Stock Issued to Officers for Services,

Common Stock Payable

January 4, 2021, the Board amended Claudia and Ira Goldfarb’s employment agreements to

issue shares of common stock in equal monthly increments of 5,541 and 6,044 shares, respectively, following each month of employment from

October 2020 through December 31, 2021.

The Company awarded an aggregate 16,623 and 18,133 shares

of common stock to Claudia and Ira, respectively, for their services from October through December 31, 2020 as a common stock payable.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively, based on the closing price of the Company’s

common stock on the date of grant , was presented as Common Stock Payable as of December 31, 2020 .

The shares were subsequently issued on January 4, 2021.

Common Stock Issued to Directors for Services

On October 1, 2020,

the Company issued an aggregate 20,835 shares of common stock amongst its five Directors for annual services to be rendered.

The aggregate

fair value of the common stock was $125,010, based on the closing price of the Company’s common stock on the date of grant.

shares were expensed upon issuance.

On October 1, 2020,

the Company issued an additional 2 ,500 shares to Mr.

Benjamin Oehler, for Audit Committee Chair services.

fair value of the common stock was $15,000, based on the closing price of the Company’s common stock on the date of grant.

were expensed upon issuance.

Management Incentive Plan

On March 1, 2018, the Board of Directors (the

“Board”) of the Company approved and adopted the Black Ridge Gas, Inc.

2018 Management Incentive Plan (the “Plan”)

and the form of 2018 Management Incentive Plan Award Agreement (the “Award Agreement”).

In connection with the approval of the

Plan and Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals including

officers and directors (the “Grantees”), representing a percentage of the shares of BRAC held by the Company as of

the date of closing of a business combination for the acquisition of a target business as described in the BRAC prospectus dated

October 4, 2017, as follows:

In connection with the approval of the Plan and

Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals including officers and directors

(the “Grantees”), representing a percentage of the shares of BRAC held by the Company as of the date of closing of a business

combination for the acquisition of a target business as described in the BRAC prospectus dated October 4, 2017, as follows:

Percentage of BRAC Shares Owned by the

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Michael Eisele

As of December 31, 2019, and following

the AESE merger on August 9, 2019, the Company owned 2,685,500 shares of AESE common stock.

As a result, 537,100 shares of AESE

common stock (the “AESE Shares”) are committed to employees and directors of the Company.

Employees and directors are

required to remain in their positions for a one-year period, with certain exceptions, to receive the granted shares.

The AESE Shares

had a fair market value of $1,396,460 on December 31, 2019.

The Company recognized the full expense related to the Plan immediately

upon the AESE merger date.

Compensation expense of $2,309,095 was recognized upon merger and was adjusted on December 31, 2019

to $1,396,460 due to changes in the AESE market price between the August 9, 2019 merger and December 31, 2019.

Subsequent adjustments

will be required each quarter to adjust the deferred compensation liability until the shares can be transferred to the employees.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Shares Transferred to Purchasers of

BRAC Common Stock

Following the AESE merger on August 9, 2019, the

Company owned 2,685,500 shares of AESE common stock and 505,000 warrants to purchase AESE (NASDAQ:

During the year ended December

31, 2020, the Company sold some of these securities, resulting in gross proceeds of $3,181,735, consisting of 1,970,920 shares of common

stock for total proceeds of $3,108,067, and the sale of warrants to purchase 505,000 shares for total proceeds of $73,668.

also distributed 537,101 Sponsor Shares on August 9, 2020 to employees and directors under the 2018 Management Incentive Plan.

and directors were required to remain in their positions for a one-year period from the AESE merger, with certain exceptions, to receive

the granted shares.

The AESE Plan Shares had a fair market value of $1,133,281 on August 10, 2020, when the shares were distributed.

Company recognized $1,396,460 of compensation expense related to the Plan during the year ended December 31, 2019.

Lease Agreement

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 in Irving, Texas, 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.

Shares Transferred to Purchasers of BRAC Common

As presented in Note 5, in July and August 2019,

2019, BRAC and BROG 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 were 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 ($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.

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,

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

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.

Berman received 43,800 bonus shares of BRAC common stock issued by BRAC and 120,000 shares of BRAC common

stock transferred from the Company.

BRAC Convertible Loans

In order to finance transaction costs in

connection with an intended initial business combination, BROG had loaned AESE an aggregate $750,000 in the form of convertible

The notes were unsecured, non-interest bearing and payable upon the consummation by AESE of a merger, share exchange, asset

acquisition, or other similar business combination, with one or more businesses or entities (a “Business Combination”).

Upon consummation of a Business Combination, the principal balance of the notes could be converted, at BROG’s option, to

units at a price of $10.00 per unit.

The terms of the units were identical to the units issued by BRAC in its IPO, except

the warrants included in such units could be exercised on a cashless basis, in each case so long as they continued to be held by

BROG or its permitted transferees.

BROG elected to convert $600,000 of the principal balance of the convertible promissory notes

and received 60,000 units consisting of 66,000 shares of AESE common stock (after conversion of the stock rights into 6,000 shares)

and 60,000 warrants.

The remaining $150,000 was repaid to BROG at the date of merger.

BRAC and BROG 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.

If the Purchasers were 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 ($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.

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, the Company agreed to transfer an aggregate of 720,000

shares held by it of BRAC common stock to the Purchasers.

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.

Berman received 43,800 bonus shares of BRAC common

stock issued by BRAC and 120,000 shares of BRAC common stock transferred from the Company.

Note 7 –

Fair Value of Financial

Under FASB ASC 820-10-5, fair value is

defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date (an exit price).

The standard outlines a valuation framework and creates a fair value

hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required

for items measured at fair value.

The Company has cash and cash equivalents

and a revolving credit facility that must be measured under the fair value standard.

Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date (an exit price).

The standard outlines a valuation framework and creates a fair value hierarchy in order to increase

the consistency and comparability of fair value measurements and the related disclosures.

Under GAAP, certain assets and liabilities must

be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash and cash equivalents and

a revolving credit facility that must be measured under the fair value standard.

The Company’s financial assets and liabilities

1 unchanged sentence

The three levels are as follows:

Level 1 - Inputs are unadjusted

quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement

Level 2 - Inputs include quoted

prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield

curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means

(market corroborated inputs).

Level 3 - Unobservable inputs

that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Level 1 - Inputs are unadjusted quoted

prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices

for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are

not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.),

and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated

Level 3 - Unobservable inputs that

reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

The following schedule summarizes the valuation

3 unchanged sentences

Investment in Allied Esports Entertainment, Inc.

Notes payable

Total liabilities

1 unchanged sentence

Cash and cash equivalents

Restricted cash and investments held in trust

Investment in Allied Esports Entertainment, Inc.

Total liabilities

$ 142,810,807

There were no transfers of financial assets

or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2019 and 2018.

There were no transfers of financial assets or

liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2020 and 2019.

Note 8 –

1 unchanged sentence

Prepaid expenses consist of the following:

Prepaid software licenses

Prepaid insurance costs

2 unchanged sentences

Total prepaid expenses

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 9 –

Property and Equipment

Property and equipment at December 31, 2019 and 2018, consisted

of the following:

Property and equipment

Property and equipment at December 31, 2020 and 2019, consisted of

the following:

Office equipment

Construction in progress

Accumulated depreciation and amortization

Total property and equipment, net

Depreciation of property and equipment was $872 and $9,472 for

the years ended December 31, 2019 and 2018, respectively.

Construction in progress consists of costs incurred to build out our

manufacturing facility in Irving Texas, along with the construction of our freeze driers.

These costs will be capitalized as Leasehold

Improvements and Machinery, respectively, upon completion.

On September 30, 2020, the Company disposed of

computer equipment no longer in service.

No proceeds were received on the disposal of the equipment, resulting in a loss on disposal of

fixed assets of $5,369, which represented the net book value at the time of disposal.

Depreciation of property and equipment was $3,642 and $872 for the

years ended December 31, 2020 and 2019, respectively.

Note 10 –

Investment in Allied

Esports Entertainment, Inc.

Following the close of BRAC’s merger,

the Company retained 2,685,500 shares of AESE common stock with a value, based on the closing stock of $4.45 on the merger, of

As noted above, in Note 5 - Related Party Transactions, 20% or 537,100, of the shares are committed to be released

to employees one year from the date of the merger, or on August 19, 2020.

Therefore, the Company recorded compensation expense

and recorded a deferred compensation liability of $1,396,460 to recognize the commitment to employees.

As of December 31, 2019, the market value

of the Company’s investment in AESE’s common stock was $6,982,300, based on the closing stock price of $2.60 per share.

Thus, we recorded an unrealized loss of $4,968,175, as part of other comprehensive income, and adjusted the compensation expense

and deferred compensation expense to $1,396,460 to reflect the change in the market value of the stock committed to employees and

The balance in deferred compensation will be adjusted quarterly to reflect changes in the market value of the AESE common

stock committed to them.

Investment in Allied Esports

Entertainment, Inc.

Following the close of BRAC’s merger, the

Company retained 2,685,500 shares of AESE common stock with a value, based on the closing stock of $4.45 on the merger, of $11,950,475,

and tradeable warrants to purchase 505,000 shares of AESE (NASDAQ:

AESEW) (“Sponsor Warrants”), of which the Company still

owned 177,479 shares as of December 31, 2020, after selling 1,970,920 shares for total net proceeds of $3,108,067, selling warrants to

purchase 505,000 Sponsor Warrants for total proceeds of $73,668, and distributing 537,101 Sponsor Shares on August 10, 2020 to employees

and directors under the 2018 Management Incentive Plan.

As noted above, in Note 6 - Related Party Transactions, 20% or 537,101, of the

shares were released to employees on August 10, 2020.

Therefore, the Company recorded compensation expense and recorded a deferred compensation

liability of $1,396,460 to recognize the commitment to employees in 2019.

As of December 31, 2020, the market value of the

Company’s investment in AESE’s common stock was $280,417, based on the closing stock price of $1.58 per share, resulting in

losses on our investment in securities, as follows:

Net loss on investment in Allied Esports Entertainment, Inc.

$ (1,925,029 )

$ (4,968,175 )

Net gains and losses recognized on equity securities sold during the period

Unrealized losses recognized on equity securities still held at the end of the period

$ (4,968,175 )

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 11 –

The Company leases

its 20,945 square foot operating and office facility under a non -cancelable

real property lease agreement that expires on August 31, 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, subject

to the ASU 2016-02.

In the locations in which it is economically feasible to continue to operate, management expects to enter into a new

lease upon expiration.

The operating and office facility lease contains provisions requiring payment of property taxes, utilities, insurance,

maintenance and other occupancy costs applicable to the leased premise.

As the Company’s leases do not provide implicit discount

rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present

value of lease payments.

The components of lease expense were as follows:

Operating lease cost:

Fixed rent expense

Supplemental balance sheet information related to leases was as follows:

Operating leases:

Operating lease assets

Current portion of operating lease liabilities

Noncurrent operating lease liabilities

Total operating lease liabilities

Weighted average remaining lease term:

Operating leases

Weighted average discount rate:

Operating leases

Supplemental cash flow and other information related to leases was

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

The future minimum lease payments due under operating leases as of

December 31 , 2020 is as follows:

Fiscal Year Ending

Minimum Lease

Less effects of discounting

Lease liability recognized

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 12 –

Notes Payable

Notes payable consists of the following at December

31, 2020 and 2019, respectively:

On June 16, 2020, the Company entered into a loan authorization and loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $150,000 Promissory Note issued to the SBA (the “EIDL Note”)(together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum.

In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated June 16, 2020, between the SBA and the Company (the “EIDL Security Agreement”) pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets.

Under the EIDL Note, the Company is required to pay principal and interest payments of $731 every month beginning June 16, 2021.

All remaining principal and accrued interest is due and payable on June 16, 2050.

The EIDL Note may be repaid at any time without penalty.

On April 24, 2020, the Company entered into a loan agreement with Kensington Bank (“Kensington”), as lender (the “Loan Agreement”) encompassing a $112,925 Promissory Note issued to Kensington (the “PPP Note”) pursuant to Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provides loans to qualifying businesses and is administered by the U.S.

Small Business Administration (the “SBA”).

The PPP Note bears interest at 1.00% per annum, with interest payable monthly beginning November 24, 2020, and principal due in full on April 24, 2022.

The PPP Note may be repaid at any time without penalty.

Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest.

The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning April 24, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020.

The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the PPP Note.

On January 19, 2021, the Company received forgiveness, as authorized by Section 1106 of the Cares Act in the amount of $113,772, consisting of $112,925 of principal and $847 of interest.

On November 25, 2019, the Company entered into a credit account agreement (“Margin Account”) with RBC Capital Markets, LLC (“RBC”).

The Margin Account enables the Company to borrow against the Company’s AESE shares that are held in an account with RBC.

The advances received on margin bear interest at rates of between 1.00% and 2.75% over the Base Lending Rate, depending on the average outstanding debit balance.

The Base Lending Rate is internally determined by RBC using Broker Call, Prime Rate as determined by commercial banks utilized by RBC CM, Fed Funds, RBC CM’s cost of funds, and other commercially recognized rates of interest.

The margin loans are collateralized by the underlying AESE shares.

A total of $122,100 was borrowed on the Margin Account over various dates between January 29, 2020 and March 6, 2020.

The outstanding balance was repaid in full on, or about, March 12, 2020 out of the proceeds of the loan from Cadence Bank, described below.

On March 12, 2020, the Company entered into a business loan agreement with Cadence Bank, N.A.

(“Cadence”), as lender encompassing a $700,000 Promissory Note issued to Cadence (the “Note”), a Security Agreement by the Company in favor of Cadence and limited commercial guarantees by the Company’s Chief Executive Officer and Interim Chief Financial Officer, who is one in the same, and members of the Company’s Board of Directors (the “Guarantors”) (collectively, the “Cadence Loan”).

The Note carried interest at a rate of 0.50 percentage points over the prime rate, as published in the Wall Street Journal, payable monthly, and was due on March 9, 2021.

The Note could be repaid at any time without penalty.

The Note was 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.

On March 26, 2020, the Company subsequently entered into a separate letter agreement with the Guarantors (the “Letter Agreement”), which provides that if the Company defaults or fails to make any payment due under the Cadence Loan and the Guarantors are required to make payment to Cadence pursuant to the Guarantees, then the Company agrees to issue additional equity interests or rights to Guarantors reflecting ninety-five percent (95%) of the outstanding equity of the Company at the time of such default to participating Guarantors who have made the payments to Cadence.

All equity issuances will be subject to any third party or shareholder approvals required at the time of issuance.

A total of $417,000 was advanced on the loan and subsequently repaid in full on June 30, 2020.

Total notes payable

Less unamortized derivative discounts:

Notes payable

current maturities

Notes payable, less current maturities

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

The Company recorded total discounts of $377,440,

consisting of debt discounts on warrants granted to four officers and directors for warrants issued in consideration of personal guarantees

provided for debt financing incurred during the year ended December 31, 2020.

The discounts were amortized to stock-based compensation

expense over the term of the note, until repayment, using the straight-line method, which closely approximated the effective interest

The Company recorded $377,440 of stock-based compensation expense pursuant to the amortization of note discounts during the year

ended December 31, 2020.

The Company recognized $384,456 of interest expense,

consisting of $8,724 of interest and $377,440 of stock-based warrant expense pursuant to the amortization of the debt discount on the

business loans during the year ended December 31, 2020.

Note 13 –

Stockholders’

Reverse Stock Split

On February 21, 2020,

the Company effected a 1-for-300 reverse stock split (the “Reverse Stock Split”) .

No fractional shares were issued.

Instead, the Company issued the following to any stockholder who otherwise would have

received a fractional share as a result of the Reverse Stock Split:

Stockholders owning 300 or more shares of Common Stock will receive (1) one share of Common Stock for every 300 shares owned and (2) cash in lieu of fractional shares upon the surrender of such stockholder’s shares;

Stockholders owning between 25 and 300 shares of Common Stock will have their ownership of shares of Common Stock rounded up to one share;

Stockholders owning fewer than 25 shares of Common Stock will receive cash in lieu of fractional shares upon the surrender of such stockholders’

shares and will no longer own shares of Common Stock.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Any cash payment in lieu of fractional

shares were based on the volume weighted average of the closing sales prices of the Company’s Common Stock on the OTCQB

operated by OTC Markets Group Inc.

(the “OTCQB”) during regular trading hours for the five consecutive trading days

immediately preceding the Effective Date.

fractional shares were issued.

Instead, the Company issued the following to any stockholder who otherwise would have received a fractional

share as a result of the Reverse Stock Split:

Stockholders owning 300 or more shares of Common Stock received (1) one share of Common Stock for every 300 shares owned and (2) cash in lieu of fractional shares upon the surrender of such stockholder’s shares;

Stockholders owning between 25 and 300 shares of Common Stock had their ownership of shares of Common Stock rounded up to one share;

Stockholders owning fewer than 25 shares of Common Stock received cash in lieu of fractional shares upon the surrender of such stockholders’

shares and no longer own shares of Common Stock.

Any cash payment in lieu of fractional shares

were based on the volume weighted average of the closing sales prices of the Company’s Common Stock on the OTCQB operated by

OTC Markets Group Inc.

(the “OTCQB”) during regular trading hours for the five consecutive trading days immediately preceding

the Effective Date, which was $0.018 per share prior to the effects of the reverse stock split.

The Company was authorized to issue 500,000,000

shares of common stock prior to the Reverse Stock Split, which remains unaffected.

The Reverse Stock Split did not have any effect

on the stated par value of the common stock, or the Company’s authorized preferred stock.

Unless otherwise stated, all share

and per share information in this Annual Report on Form 10-K has been retroactively adjusted to reflect the Reverse Stock Split.

The Reverse Stock Split did not have any effect on

the stated par value of the common stock, or the Company’s authorized preferred stock.

Unless otherwise stated, all share and per

share information in this Interim Report has been retroactively adjusted to reflect the Reverse Stock Split.

Preferred Stock

The Company has 20,000,000 authorized shares

of $0.001 par value preferred stock.

The Company has 20,000,000 authorized shares of

$0.001 par value preferred stock.

No shares have been issued to date.

The Company has 500,000,000 authorized

shares of $0.001 par value common stock.

As of December 31, 2019 and 2018, a total of 1,600,484 shares of common stock have been

No shares were issued during 2019, and

the Company issued 150 shares of common stock as a result of warrant exercises during 2018.

The Company has 500,000,000 authorized shares

of $0.001 par value common stock.

As of December 31, 2020, a total of 12,742,890 shares of common stock have been issued.

Common Stock Awarded Pursuant to Business Combination

On October 1, 2020, the

Company issued 1,120,000 shares of common stock to S-FDF, LLC, a Texas limited liability company, pursuant to an Asset Purchase Agreement,

between the Company and the Seller.

The issuance represented 41.18% of the Company’s issued and outstanding common stock at the

The fair value of the common stock was $6,720,000 based on the closing price of the Company’s common stock on the date of

number of Seller Shares to be issued was subject to adjustment, as specified in the amended Asset Purchase Agreement, 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 Allied Esports Entertainment

("AESE") Shares, were less than $5 million or greater than $6 million on the date specified in the Asset Purchase

This resulted in an additional 500,973 Seller Shares that were issued on January 4, 2021.

The combined issuances represented

approximately 46% of the Company’s issued and outstanding common stock, on a fully diluted basis.

The fair value of the 500,673

shares was $1,853,600, based on the closing price of the Company’s common stock on the date of grant, was presented as Common Stock

Payable as of December 31, 2020.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Common Stock Issued to Officers for Services,

Common Stock Payable

January 4, 2021, the Board amended Claudia and Ira Goldfarb’s employment agreements to

issue shares of common stock in equal monthly increments of 5,541 and 6,044 shares, respectively, following each month of employment from

October 2020 through December 31, 2021.

The Company awarded an aggregate 16,623 and 18,133 shares

of common stock to Claudia and Ira, respectively, for their services from October through December 31, 2020 as a common stock payable.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively, based on the closing price of the Company’s

common stock on the date of grant , was presented as Common Stock Payable as of December 31, 2020 .

The shares were subsequently issued on January 4, 2021.

Common Stock Issued to Directors for Services

On October 1, 2020,

the Company issued an aggregate 20,835 shares of common stock amongst its five Directors for annual services to be rendered.

The aggregate

fair value of the common stock was $125,010, based on the closing price of the Company’s common stock on the date of grant.

shares were expensed upon issuance.

On October 1, 2020,

the Company issued an additional 2 ,500 shares to Mr.

Benjamin Oehler, for Audit Committee Chair services.

fair value of the common stock was $15,000, based on the closing price of the Company’s common stock on the date of grant.

were expensed upon issuance.

No shares were issued during 2019.

Note 14 –

The 2020 Equity Plan

was approved by written consent of a majority of shareholders of record as of November 12, 2019 and adopted by the Board on December

5, 2019, as provided in the definitive information statement filed with Securities and Exchange Commission on January 10, 2020 (the “DEF

The description of the 2020 Equity Plan is qualified in its entirety by the text of the

2020 Equity Plan, a copy of which was attached as Annex C to the DEF 14C.

Outstanding Options

Options to purchase an aggregate total of 459,524

shares of common stock at a weighted average strike price of $8.70, exercisable over a weighted average life of 9.22 years were outstanding

as of December 31, 2020.

Options Granted

No options were granted

during the years ended December 31, 2019 and 2018.

The Company recognized a total of $100,526,

and $310,731 of compensation expense during the years ended December 31, 2019 and 2018, respectively, related to common stock

options issued to Employees and Directors that are being amortized over the implied service term, or vesting period, of the options.

The remaining unamortized balance of these options is $14,396 as of December 31, 2019.

On December 28, 2020,

Burke was granted options to purchase 20,000 shares of the Company’s common stock, (b) Ira Goldfarb was granted options

to purchase 16,500 shares of the Company’s common stock, and (c) Claudia Goldfarb was granted options to purchase 16,500 shares

of the Company’s common stock, each grant having an exercise price of $4.00 per share, which represents the closing price of the

Company’s shares on the OTCQB marketplace on December 28, 2020 (collectively, the “Executive Option Grants”).

The Executive

Option Grants will vest 60% as of January 1, 2024 and 20% each anniversary thereafter until fully vested.

The aggregate estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 201.05% and a call option value of $3.9657, was $210,185.

options are being expensed over the vesting period, resulting in $ 344 of stock-based compensation expense during the year ended December

As of December 31, 2020, a total of $209,841 of unamortized expenses are expected to be expensed over the vesting period .

On December 28, 2020,

two employees were granted options to purchase an aggregate 6,750 shares of the Company’s common stock, each grant having an exercise

price of $4.00 per share, which represents the closing price of the Company’s shares on the OTCQB marketplace on December 28, 2020.

The option grants will vest 60% as of January 1, 2024 and 20% each anniversary thereafter until fully vested.

The aggregate estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 201.05% and a call option value of $3.9657, was $26,769.

options are being expensed over the vesting period, resulting in $44 of stock-based compensation expense during the year ended December

As of December 31, 2020, a total of $26,725 of unamortized expenses are expected to be expensed over the vesting period .

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

On October 2, 2020,

the Company’s Board of Directors granted an aggregate amount of 115,250 stock options pursuant to the 2020 Equity Plan to purchase

shares of the Company’s common stock to several officers, directors, and employees at an exercise price of $5.25 per share, which

represents the closing price of the Company’s shares on the OTCQB marketplace on October 2, 2020.

The options are exercisable

over a ten-year term, and vest 60% on the 3 rd anniversary of the grant date and 20% each anniversary thereafter, until fully

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 532.91% and a call option

value of $5.2102, was $600,473.

The options are being expensed over the vesting period, resulting in $27,667 of stock-based compensation

expense during the year ended December 31, 2020.

As of December 31, 2020, a total of $572,806 of unamortized expenses are expected to

be expensed over the vesting period.

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

were as follows:

Name and Title at Time of Grant

Shares Granted

Ira Goldfarb, Chairman of the Board and Director

Claudia Goldfarb, Chief Executive Officer

On October 1, 2020, Mr.

Greg Creed was granted

options to purchase 24,151 shares of the Company’s common stock at an exercise price of $6.00 per share, which represented the closing

price of the Company’s shares on the OTCQB marketplace on October 1, 2020.

These options will vest 60% as of January 1, 2024

and 20% each anniversary thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility

rate of 552.14% and a call option value of $5.9660, was $144,084.

The options are being expensed over the vesting period, resulting in

$6,633 of stock-based compensation expense during the year ended December 31, 2020.

As of December 31, 2020, a total of $137,451 of unamortized

expenses are expected to be expensed over the vesting period.

On February 26, 2020,

the Company’s Board of Directors granted an aggregate amount of 240,000 stock options pursuant to the 2020 Equity Plan to purchase

shares of the Company’s common stock to several officers, directors, and employees at an exercise price of $5.41 per share, which

represents the closing price of the Company’s shares on the OTCQB marketplace on February 20, 2020.

The aggregate estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 147.98% and a call option value of $3.7354, was $896,506.

options are being expensed over the vesting period, resulting in $408,964 of stock-based compensation expense during the year ended December

As of December 31, 2020, a total of $487,541 of unamortized expenses are expected to be expensed over the vesting period.

officers and directors receiving grants and the amounts of such grants were as follows:

Name and Title at Time of Grant

Shares Granted

Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer

Michael Eisele, Chief Operating Officer

Bradley Berman, Chairman of the Board and Director

Joseph Lahti, Director

Benjamin Oehler, Director

Lyle Berman, Director

All of the stock options granted under the 2020

Equity Plan presented in the table above will vest in five equal installments, commencing one year from the date of grant on February

26, 2021, and continuing for the next four anniversaries thereof until fully vested.

The Company recognized a total of $458,048, and

$100,526 of compensation expense during the years ended December 31, 2020 and 2019, respectively, related to common stock options

issued to Employees and Directors that are being amortized over the implied service term, or vesting period, of the options.

The remaining

unamortized balance of these options is $1,434,364 as of December 31, 2020.

No options were granted during

the year ended December 31, 2019.

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Options Cancelled or Forfeited

An aggregate 1,284 and 206 options with

a weighted average strike price of $27.18 and $152.71 per share were forfeited by former employees during the years ended December

31, 2019 and 2018, respectively.

An aggregate 13,164 and 1,284 options with a weighted

average strike price of $107.94 and $27.18 per share were forfeited by former employees during the years ended December 31, 2020 and 2019,

respectively.

Options Expired

An aggregate 457 and 40 options with a

weighted average strike price of $9.51 and $24.00 per share expired during the years ended December 31, 2019 and 2018, respectively.

An aggregate 666 and 457 options with a weighted

average strike price of $195.00 and $90.51 per share expired during the years ended December 31, 2020 and 2019, respectively.

Options Exercised

No options were exercised during the years

ended December 31, 2019 and 2018.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

The following is a summary of information

about the Stock Options outstanding at December 31, 2019.

No options were exercised during the years ended

December 31, 2020 and 2019.

The following is a summary of information about

the Stock Options outstanding at December 31, 2020.

Shares Underlying

3 unchanged sentences

$4.00 - $300.00

The following is a summary of activity

of outstanding stock options:

The following is a summary of activity of outstanding

stock options:

Balance, December 31, 2018

1 unchanged sentence

Options cancelled

Options granted

Options exercised

Balance, December 31, 2019

2 unchanged sentences

Options granted

Options exercised

Balance, December 31, 2020

Exercisable, December 31, 2020

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 15 –

Outstanding Warrants

Warrants to purchase an aggregate total of 106,300

shares of common stock at a $3.99 strike price, exercisable over a weighted average life of 9.1 years were outstanding as of December

Warrants Granted

No warrants were granted during the years

ended December 31, 2019 and 2018.

Warrants Cancelled

No warrants were cancelled during the years

ended December 31, 2019 and 2018.

Warrants Expired

No warrants expired during the years ended

December 31, 2019 and 2018.

Warrants Exercised

No warrants were exercised during the year

ended December 31, 2019.

During the year ended December 31, 2018,

there were 150 warrants exercised at $3.00 per share resulting in proceeds of $450.

The following is a summary of activity

of outstanding warrants:

In consideration for four officers and director’s

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 12, 2020.

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.

The officers and directors receiving grants and the amounts of such grants were as follows:

Stock Warrant

Name and Title at the 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 were granted during the year ended

December 31, 2019.

No warrants were exercised, cancelled or expired

during the years ended December 31, 2020 and 2019.

The following is a summary of activity of outstanding

Balance, December 31, 2018

Warrants expired

Warrants cancelled

Warrants granted

Warrants exercised

Balance, December 31, 2019

Warrants expired

Warrants cancelled

Warrants granted

Warrants exercised

Balance, December 31, 2020

Exercisable, December 31, 2020

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 13 –

Settlement Income

On August 21,

2018, the Company entered into an agreement to modify the terms of the Settlement Agreement and Release entered into as of September

27, 2012 between the Company, Peerless Media, Ltd.

and ElectraWorks, Ltd.

Based on the new agreement, the Company received $2.25

million and agreed to terminate its rights to any additional payments under the original Settlement Agreement.

also paid a 5% fee of $112,500 to a former officer as part of an agreement with the former officer related to the 2012 settlement

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 16 –

1 unchanged sentence

of ASC Topic 740, Income taxes, which provides for an asset and liability approach for income taxes.

Under this approach,

deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws,

attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts calculated for income tax purposes.

Our provision for income taxes for the

years ended December 31, 2019 and 2018 consisted of the following:

Under this approach, deferred

tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable

to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated

for income tax purposes.

Our provision for income taxes for the years ended

December 31, 2020 and 2019 consisted of the following:

Current taxes

1 unchanged sentence

Net income tax provision (benefit)

The effective income tax rate for the years

ended December 31, 2019 and 2018 consisted of the following:

The effective income tax rate for the years ended

December 31, 2020 and 2019 consisted of the following:

Federal statutory income tax rate

1 unchanged sentence

Permanent differences

Change in effective state income tax rate

Change in valuation allowance

Net effective income tax rate

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The components of the deferred tax assets

and liabilities as of December 31, 2019 and 2018 are as follows:

The components of the deferred tax assets and

liabilities as of December 31, 2020 and 2019 are as follows:

Deferred tax assets:

6 unchanged sentences

Deferred tax liabilities:

Property and equipment

Unrealized gain on investment in Allied Esports Entertainment, Inc.

3 unchanged sentences

Deferred tax assets (liabilities)

As of December 31, 2019, the

Company has net operating loss carryover of approximately $26,764,183.

Under existing Federal law, a portion of the net operating

loss may be utilized to offset taxable income through the year ended December 31, 2037.

A portion of the net operating

loss carryover begins to expire in 2030.

For tax years beginning after December 31, 2017, pursuant to the enactment of the Tax

Cuts and Jobs Act (“TCJA”) net operating losses now carry forward indefinitely but are limited to offsetting 80% of

taxable income in a tax year.

Of the total net operating loss as of December 31, 2019, approximately $1,010,052 of the Company’s

NOL is subject to the TCJA net operating loss provisions.

ASC Topic 740 provides that a valuation

allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the

deferred tax asset will not be realized.

In 2019, BROG increased its valuation allowance from $9,735,771 to $6,010,207 to adjust

for the decrease in net deferred tax assets primarily due to an unrealized gain recorded for book purposes related to the investment

in Allied Esports Entertainment, Inc.

The Company believes it is more likely than not that the benefit of these remaining assets

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

As of December 31, 2020, the Company

has a net operating loss carryover of approximately $30,592,014.

Under existing Federal law, a portion of the net operating loss may be

utilized to offset taxable income through the year ended December 31, 2037.

A portion of the net operating loss carryover begins

to expire in 2030.

For tax years beginning after December 31, 2017, pursuant to the enactment of the Tax Cuts and Jobs Act (“TCJA”)

net operating losses now carry forward indefinitely but are limited to offsetting 80% of taxable income in a tax year.

Of the total net

operating loss as of December 31, 2020, approximately $4,837,882 of the Company’s NOL is subject to the TCJA net operating loss

ASC Topic 740 provides that a valuation allowance

is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset

will not be realized.

The Company did not place a valuation allowance on deferred tax asset for BRAC related to the capitalized

merger and acquisition costs.

The Company files annual

US Federal income tax returns and annual income tax returns for the state of Minnesota.

We are not subject to income tax examinations

by tax authorities for years before 2014 for all returns.

Income taxing authorities have conducted no formal examinations of our

past federal or state income tax returns and supporting records.

The Company adopted the

provisions of ASC Topic 740 regarding uncertainty in income taxes.

The Company has found no significant uncertain tax positions

as of any date on or before December 31, 2019.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In 2020, BROG decreased its valuation allowance from $6,010,207 to $5,489,828 to adjust for the decrease in net

deferred tax assets primarily due to an unrealized gain recorded for book purposes related to the investment in Allied Esports Entertainment,

The Company believes it is more likely than not that the benefit of these remaining assets will not be realized.

The Company did

not place a valuation allowance on deferred tax asset for BRAC related to the capitalized merger and acquisition costs.

The Company filed annual US

Federal income tax returns and annual income tax returns for the state of Minnesota through 2020.

Going forward, it will file annual state

income tax returns for the state of Texas.

We are not subject to income tax examinations by tax authorities for years before 2015 for

Income taxing authorities have conducted no formal examinations of our past federal or state income tax returns and supporting

The Company adopted the provisions

of ASC Topic 740 regarding uncertainty in income taxes.

The Company has found no significant uncertain tax positions as of any date on

or before December 31, 2020.

Note 17 –

1 unchanged sentence

administrative proceedings and litigation relating to matters arising in the normal course of business.

The Company is not currently

a defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company.

Management is not able to estimate the minimum loss to be incurred, if any, as a result of the final outcome of the matters arising

in the normal course of business but believes they are not likely to have a material adverse effect upon the Company’s financial

position or results of operations and, accordingly, no provision for loss has been recorded.

The Company periodically maintains cash

balances at banks in excess of federally insured amounts.

The extent of loss, if any, to be sustained as a result of any future

failure of a bank or other financial institution is not subject to estimation at this time.

The Company is not currently a

defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company.

is not able to estimate the minimum loss to be incurred, if any, as a result of the final outcome of the matters arising in the normal

course of business but believes they are not likely to have a material adverse effect upon the Company’s financial position or results

of operations and, accordingly, no provision for loss has been recorded.

The Company periodically maintains cash balances

at banks in excess of federally insured amounts.

The extent of loss, if any, to be sustained as a result of any future failure of a bank

or other financial institution is not subject to estimation 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 in Irving, Texas, 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.

The future minimum lease payments due under operating leases as of

December 31 , 2020 is as follows:

Fiscal Year Ending

Minimum Lease

Less effects of discounting

Lease liability recognized

SOW GOOD, INC.

(Formerly Black Ridge Oil & Gas, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

Note 18 –

The Company evaluates events that have

occurred after the balance sheet date through the date hereof, which these financial statements were issued.

No events occurred

of a material nature that would have required adjustments to or disclosure in these financial statements except as follows:

On February 26, 2020, the Company’s

Board of Directors granted an aggregate amount of 240,000 stock options pursuant to the 2020 Equity Plan to purchase shares of

the Company’s common stock to several officers, directors, and employees at an exercise price of $5.41 per share, which represents

the closing price of the Company’s shares on the OTCQB marketplace on February 20, 2020.

The officers and directors receiving

grants and the amounts of such grants were as follows:

Name and Title

Shares Granted

Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer

Michael Eisele, Chief Operating Officer

Bradley Berman, Chairman of the Board and Director

Joseph Lahti, Director

Benjamin Oehler, Director

Lyle Berman, Director

All of the stock options granted under

the 2020 Equity Plan presented in the table above will vest in five equal installments, commencing one year from the date of grant

on February 26, 2021, and continuing for the next four anniversaries thereof until fully vested.

On February 18, 2020, the Company filed

a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to effect the Company’s

previously announced 300-for-one reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001

The Reverse Stock Split, effective as of February 21, 2020, converts every 300 shares of the Company’s issued

and outstanding Common Stock into one share of Common Stock.

BLACK RIDGE OIL & GAS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Amended Articles, no

fractional shares will be issued for any fraction of a share of common stock that would otherwise have resulted from the Reverse

Following the Effective Date:

Stockholders owning between 25 and 300 shares of Common Stock will have their ownership of shares of Common Stock rounded up to one share;

Stockholders owning fewer than 25 shares of Common Stock will receive cash in lieu of fractional shares upon the surrender of such stockholders’

shares and will no longer own shares of Common Stock.

Any cash payment in lieu of fractional

shares are based on the volume weighted average of the closing sales prices of the Company’s Common Stock on the OTCQB

operated by OTC Markets Group Inc.

during regular trading hours for the five consecutive trading days immediately preceding the

Effective Date.

On January 2, 2020, the Company deposited

500,000 shares of its holdings of Allied Esports Entertainment Inc.

AESE) pursuant to its brokerage account agreement

with RBC Capital Markets, LLC.

Under this standard brokerage agreement, the Company will be able to borrow funds secured by the

value of the AESE shares pursuant to a standard margin account arrangement.

The current value of the deposited AESE shares is $1,200,000

based on a closing price of $2.40 as of March 5, 2020.

On March 12, 2020, the Company entered

into a business loan agreement with Cadence Bank, N.A.

(“Cadence”), as lender encompassing a $700,000 Promissory

Note issued to Cadence (the “Note”), a Security Agreement by the Company in favor of Cadence 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”) (collectively, the “Cadence Loan”).

The Note bears interest at a

rate of 0.500 percentage points over the prime rate as published in the Wall Street Journal, currently 4.25% per annum, payable

monthly, and is due on March 9, 2021.

The Note may be repaid at any time without penalty.

The Note 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.

In consideration for their 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.

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.

CHANGES IN AND

DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

The Company evaluates events that have occurred

after the balance sheet date through the date hereof, which these financial statements were issued.

No events occurred of a material nature

that would have required adjustments to or disclosure in these financial statements except as follows:

Issuance of Shares in Completion of Acquisition

In connection with

the closing of the Amended Asset Purchase Agreement between the Company and S-FDF, LLC, the Company was obligated to make certain adjustments

to the common stock issued to Seller.

The adjustment was based primarily on the fair value of AESE shares sold subsequent to the Asset

Purchase Agreement.

On December 31, 2020, the final number of shares to be issued to S-FDF, LLC was determined to be 500,973 shares and

a common stock payable was recognized in the amount of $1,853,600 , the fair value of the common stock based on the closing price

of the Company’s common stock on the date of grant.

On January 4, 2021, the 500,973 shares were

issued in settlement of the common stock payable.

Common Stock Issued to Officers on Common Stock

On January 7, 2021,

the Company issued an aggregate 16,623 and 18,133 shares of common stock to Claudia and Ira Goldfarb , respectively, for services

from October 2020 through December 31, 2020 in satisfaction of the outstanding common stock payable.

Issuance of Shares for Services

On January 27, 2021,

upon Benjamin Oehler’s resignation, the Company a ppointed Chris Ludeman as a member of the Board of Directors of the Company,

and appointed him to the Company’s Audit Committee as Chairperson.

Pursuant to his appointment, Mr.

Ludeman was issued

6,400 shares of common stock for his services to be rendered.

The aggregate fair value of the common stock was $40,000, based on the closing

price of the Company’s common stock on the date of grant.

On January 31, 2021,

the Company issued 5,541 and 6,044 shares to Claudia and Ira Goldfarb , respectively ,

for their services for January 2021.

The aggregate fair value of the shares was $29,035 and $31,671 for Claudia and Ira, respectively,

based on the closing price of the Company’s common stock on the date of grant.

On February 28, 2021,

the Company issued 5,541 and 6,044 shares to Claudia and Ira Goldfarb , respectively ,

for their services for February 2021.

The aggregate fair value of the shares was $38,787 and $42,308 for Claudia and Ira, respectively,

based on the closing price of the Company’s common stock on the date of grant.

Common Stock Sold for Cash

On February 5, 2021, the Company entered into

a Stock Purchase Agreement with multiple accredited investors to sell and issue to the Purchasers an aggregate 631,250 shares of the Company’s

common stock at a price of $4.00 per share for total proceeds of $2,525,000.

A total of 300,000 of these shares, or proceeds of $1,200,000

were purchased by related parties.

Options Granted

On January 4, 2021, Claudia and Ira Goldfarb were

each granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price of $3.70 per share, exercisable

over a ten-year term.

The options will vest in three equal installments beginning of January 4, 2022 and continuing on each of the two

anniversaries thereafter until fully vested.

On January 27, 2021, Chris Ludeman was granted

options to purchase 24,151 shares of the Company’s common stock, having an exercise price of $6.25 per share, exercisable over a

ten-year term.

The options will vest in five equal annual installments.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data