What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-13 compared with 2020-11-12 · 1004 added, 998 removed, 224 unchanged (90% of the section changed)

FINANCIAL STATEMENTS .

BLACK RIDGE OIL & GAS, INC.

SOW GOOD INC.

CONDENSED BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Investment in Allied Esports Entertainment, Inc.

Receivable from Allied Esports Entertainment, Inc.

Prepaid expenses

1 unchanged sentence

Property and equipment:

Construction in progress

Property and equipment

1 unchanged sentence

Total property and equipment, net

Security deposit

Right-of-use asset

LIABILITIES AND STOCKHOLDERS' EQUITY

1 unchanged sentence

Accounts payable

Accounts payable, related party

Accrued expenses

Deferred compensation

Current portion of operating lease liabilities

Total current liabilities

Operating lease liabilities

Notes payable

2 unchanged sentences

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, 1,600,424

shares issued and outstanding

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, 3,939,439 and 2,742,890 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

Common stock payable, consisting of 11,585 and 535,729 shares at March 31, 2021 and December 31, 2020, respectively

Accumulated deficit

4 unchanged sentences

See accompanying notes to unaudited condensed financial statements.

BLACK RIDGE OIL & GAS, INC.

SOW GOOD INC.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months

For the Nine Months

Ended September 30,

Management fee income

Total revenues

Ended March 31,

Operating expenses:

1 unchanged sentence

Salaries and benefits

Stock-based compensation

Salaries and benefits, stock-based

Professional services

5 unchanged sentences

Other income (expense):

Gain on deconsolidation of subsidiary

Merger incentive expense

Interest expense, including $-0- and $377,440 of warrants issued as a debt discount for the three and nine months ended September 30, 2020, respectively

Loss on disposal of property and equipment

Interest expense, including $13,795 of warrants issued as a debt discount for the three months ending March 31, 2020

Gain on early extinguishment of debt

Gain (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 (loss) from continuing operations, net of tax

Net income 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.

$ (2,645,579 )

$ (4,421,001 )

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

Weighted average common shares outstanding - basic and fully diluted

Net loss per common share –

basic and fully diluted

See accompanying notes to unaudited condensed financial statements.

BLACK RIDGE OIL & GAS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three Months

Ended September 30, 2019

Stockholders'

Balance, June 30, 2019

$ (36,788,926 )

Common stock options granted for services to employees and directors

Net income attributable to Black Ridge Oil

Balance, September 30, 2019

$ (25,613,470 )

For the Three Months Ended September 30, 2020

Stockholders'

Balance, June 30, 2020

$ (33,286,196 )

Common stock options granted for services to employees and directors

Net loss attributable to Black Ridge Oil &

Balance, September 30, 2020

$ (35,778,400 )

For the Nine Months Ended September 30, 2019

SOW GOOD INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Stockholders'

1 unchanged sentence

$ (31,357,399 )

Common stock options granted for services to employees and directors

Net income attributable to Black Ridge Oil

Balance, September 30, 2019

Common stock options granted to employees and directors

Common stock warrants granted to employees and directors

for personal guaranty on debt

Net loss attributable to Sow Good Inc.

Balance, March 31, 2020

$ (34,002,978 )

For the Nine Months Ended September 30, 2020

Stockholders'

1 unchanged sentence

$ (36,678,338 )

Common stock options granted for services to employees and directors

Common stock warrants granted to employees and directors for personal

guaranty on debt

Net loss attributable to Black Ridge Oil &

Balance, September 30, 2020

Common stock issued on subscriptions payable for the

purchase of S-FDF, LLC assets

Common stock sales for cash to officers and directors

Common stock sales for cash

Common stock issued to officers and directors for services

Common stock options granted to officers and directors

Common stock options granted to employees for services

Net loss attributable to Sow Good Inc.

Balance, March 31, 2021

$ (37,486,215 )

See accompanying notes to unaudited condensed financial statements.

BLACK RIDGE OIL & GAS, INC.

SOW GOOD INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

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

$ (2,645,579 )

Net income from discontinued operations

Net loss attributable to redeemable non-controlling interest

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

to net cash used in operating activities:

Gain on deconsolidation of subsidiary

(26,322,687 )

Merger incentive expense

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Loss on disposal of property and equipment

(Gain) loss on investment in Allied Esports Entertainment, Inc.

securities, net

Gain on early extinguishment of debt

Common stock issued to officers and directors for services

Amortization of stock options

Amortization of stock warrants issued as a debt discount

Deferred compensation

Decrease (increase) in current assets:

Accounts receivable

Accounts receivable, related party

Prepaid expenses

Right-of-use asset

Increase (decrease) in current liabilities:

1 unchanged sentence

Accrued expenses

Net cash used in operating activities of continuing operations

Net cash used in operating activities of discontinued operations

Lease liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash disposed in deconsolidation

Purchase of property and equipment

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

Net cash provided by investing activities

Cash paid for construction in progress

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

1 unchanged sentence

Repayments on notes payable

Net cash provided by financing activities from continuing operations

Net cash provided by financing activities from discontinued operations

Proceeds received from the sale of common stock

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

SUPPLEMENTAL INFORMATION:

3 unchanged sentences

Value of debt discounts attributable to warrants

Value of investment in securities distributed to board members and employees

Recognition of subsidiary equity upon deconsolidation

BRAC Redemptions of redeemable preferred stock from trust account

$ 126,205,985

BRAC redeemable preferred stock transferred to equity

BRAC stock issued in merger

BRAC stock issued to settle intercompany debt

BRAC loan and accrued interest assumed to settle intercompany debt

BRAC stock issued to settle liabilities

See accompanying notes to unaudited condensed financial statements.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

SOW GOOD INC.

Notes to Condensed

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.

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 a special purpose acquisition company, discussed below, with the remainder for general corporate

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

(“BRAC”),

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

underwriters on October 18, 2017).

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

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

company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,

reorganization or other similar business combination with one or more businesses or entities.

BRAC’s efforts to identify

a prospective target business were not limited to a particular industry or geographic region.

Following the IPO and over-allotment,

BROG owned 22% of the outstanding common stock of BRAC and managed BRAC’s operations via a management services agreement.

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 detailed in Footnote 15, Subsequent

In connection with the closing of the Asset Purchase Agreement, the Company acquired $2.5 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 currently owns 1,779,529 shares

of Allied Esports Entertainment, Inc.

Organization and Nature of Business

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”.

At 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.

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 May 6, 2021, the Company still owned 177,479

shares of Allied Esports Entertainment, Inc.

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

Shares”), after selling 368,871 shares for total proceeds of $1,282,067, selling warrants to purchase 505,000 shares of AESE

AESEW) (“Sponsor Warrants”) for total proceeds of $73,668, and distributing 537,100 Sponsor Shares on August 9,

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

Shares”), with a fair market value of $425,950.

On May 5, 2021, we announced the launch of our

direct-to-consumer freeze-dried consumer packaged good (CPG) food brand, Sow Good.

Sow Good launches with its first line of non-GMO products

including 6 ready-to-make smoothies and 9 snacks.

The smoothie lineup offers a mix of both new and familiar flavors:

Açaí

of Relief (açaí, blueberry);

Mint to Be (banana, coconut, mint);

and Berry Apeeling (banana, strawberry).

Sow Good packaged

snack lineup includes single-ingredient fruits and vegetables such as Mon Cherry (cherries);

Cool Beans (edamame);

and What’s Apple’n

Smoothies are $7.50 each and packaged snacks are $5.25 per bag.

In addition, we completed the build-out

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

first freeze drier successfully completed its production testing in March 2021.

The company is now producing its own freeze-dried fruits

and vegetables from individual quick freeze (IQF) raw materials.

Freeze dried food production also continues to be supplemented by our

relationships with co-manufacturing partners.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 2 –

Basis of Presentation

and Significant Accounting Policies

The interim condensed financial statements

included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars,

have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted

accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that

the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments,

which in the opinion of management, are necessary for fair presentation of the information contained therein.

Except as otherwise

disclosed, all such adjustments are of a normal recurring nature.

It is suggested that these interim condensed financial statements

be read in conjunction with the audited financial statements for the year ended December 31, 2019, which were included

in our Annual Report on Form 10-K/A.

Basis of Presentation and Significant

Accounting Policies

The interim condensed financial statements included

herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared

by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and

footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have

been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not

make the information presented misleading.

These statements reflect all adjustments, which

in the opinion of management, are necessary for fair presentation of the information contained therein.

Except as otherwise disclosed,

all such adjustments are of a normal recurring nature.

It is suggested that these interim condensed financial statements be read in conjunction

with the audited financial statements for the year ended December 31, 2020, which were included in our Annual Report on Form 10-K.

The Company follows the same accounting policies in the preparation of interim reports.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

Reclassifications

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,

(“AESE”), were consolidated and have been retrospectively classified as discontinued operations.

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 current period presentation.

Fair Value of Financial Instruments

The Company discloses the fair value of certain

assets and liabilities in accordance with ASC 820 –

Fair Value Measurement (“ASC 820”).

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.

The 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

Use of Estimates

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.

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.

Oil and gas companies are subject, by their nature, to environmental hazard 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.

Cash in Excess of FDIC 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 didn’t have any cash in excess of SIPC insured limits at September 30, 2020, and 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.

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.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

The reconciliation of the denominators

used to calculate basic EPS and diluted EPS for the three and nine months ended September 30, 2020 and 2019 are as follows:

Three Months Ended

Nine Months Ended

September 30,

Weighted average common shares outstanding –

Potentially dilutive common shares:

Common stock warrants

Weighted average common shares outstanding –

For the three and nine months ended September

30, 2020, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss

per common share.

Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive

were 35,488 three and nine months ended September 30, 2019.

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.

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.

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 $1,647,593 of cash in excess of FIDC and SIPC insured limits at March 31, 2021, and has not experienced any losses in such accounts.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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.

Depreciation expense was $1,030 and $754 for the nine months ended September 30, 2020 and 2019, respectively.

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 $4,996 and $271 for

the three months ended March 31, 2021 and 2020, respectively.

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 consists

of the following:

Raw materials

Work in progress

Packaging materials

No reserve for obsolete inventories has been recognized,

and we have not yet commenced production.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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 revenue in accordance

The Company will recognize revenue in accordance

with ASC 606 —

Revenue from Contracts with Customers.

Under ASC 606, the Company recognized revenue from management services

through our previously consolidated Special Purpose Acquisition Company (“SPAC”), Black Ridge Acquisition Corp.

December 31, 2019.

Revenue was primarily generated from BRAC

in the form of management services performed within the state of Minnesota on a fixed fee basis.

Revenue from the performance of

those services was recognized upon completion of the services, at which time the services were delivered to the customer, and collectability

of the fee was reasonably assured.

We typically required payment within thirty days of the completion of services.

Management estimates

an allowance for doubtful accounts based on the aging of its receivables.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

Revenue from Contracts with Customers (“ASC 606”).

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 or services.

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.

Revenue will 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.

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 stock.

The number of potential

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

three months ended March 31, 2021 and 2020, potential dilutive securities had an anti-dilutive effect and were excluded from the calculation

of diluted net loss per common share.

Stock-Based Compensation

The Company accounts for equity instruments

issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees

pursuant to ASC 2018-07 (ASC 2018-07).

All transactions in which the consideration provided in exchange for the purchase of goods

or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received

or the fair value of the equity instrument issued, whichever is more reliably measurable.

The measurement date of the fair value

of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date

at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large

disincentives for nonperformance.

Stock-based compensation was $393,831 and $83,705, consisting entirely of expenses related to

common stock options issued for services for the nine months ended September 30, 2020 and 2019, respectively, 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.

The Company accounts for equity instruments issued

to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant

to ASC 2018-07 (ASC 2018-07).

All transactions in which the consideration provided in exchange for the purchase of goods or services consists

of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the

equity instrument issued, whichever is more reliably measurable.

The measurement date of the fair value of the equity instrument issued

is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance

by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

compensation was $375,891 and $35,284, consisting entirely of expenses related to common stock and options issued for services for the

three months ended March 31, 2021 and 2020, respectively, 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

Treasury securities at the grant date.

In addition, $377,440

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

for the nine months ended September 30, 2020, 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.

securities at the grant date were recognized as interest expense for the nine months ended September 30, 2020.

In addition, $13,795 of expenses related to the amortization of warrants issued in

consideration of personal guarantees provided for debt financing for the three months ended March 31, 2020.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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 118”) 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.

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 may 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.

Black Ridge Oil & Gas, Inc.

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 below, management believes there have been no developments to recently issued accounting standards,

including expected dates of adoption and estimated effects on our financial statements, from those disclosed in our Annual Report

on Form 10-K/A for the year ended December 31, 2019.

In July 2018, the FASB issued ASU No.

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.

August 2020, the FASB issued ASU No.

2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and

Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40) :

Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing

the number of accounting models available for convertible debt instruments.

This guidance also eliminates the treasury stock method to

calculate diluted earnings per share for convertible instruments and requires the use of the if converted method.

The new guidance

is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021,

with early adoption permitted.

The adoption of ASU 2020-06 is not expected to have a material impact on the Company’s financial

statements or related disclosures.

SOW GOOD INC.

Notes to Condensed

Financial Statements

May 2020, the SEC adopted final rules that amend the financial statement requirements for significant business acquisitions and

dispositions.

Among other changes, the final rules modify the significance tests and improve the disclosure requirements for

acquired or to be acquired businesses and related pro forma financial information, the periods those financial statements must

cover, and the form and content of the pro forma financial information.

The final rules do not modify requirements

for the acquisition and disposition of significant amounts of assets that do not constitute a business.

rules were effective January 1, 2021.

The Company has considered these final rules and updated its disclosures, as

2019, the FASB issued ASU 2019-12 –

Income Taxes (“Topic 740”

Simplifying the Accounting

for Income Taxes .

The amendments in ASU 2019-12 are part of an initiative to reduce complexity in accounting standards and

simplify the accounting for income taxes by removing certain exceptions from Topic 740 and making minor improvements to the

codification.

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 financial statements and related

disclosures until the closing of the asset purchase with S-FDF, LLC on October 1, 2020.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

ASU 2019-12 and its related amendments are effective for public entities for fiscal years, and interim periods

within those fiscal years, beginning after December 15, 2020 .

The provisions of this update did not have a material impact

on the Company’s financial position or results of operations.

No other new accounting pronouncements, issued

or effective during the period ended March 31, 2021, have had or are expected to have a significant impact on the Company’s financial

Note 3 –

Going Concern

As shown in the accompanying financial

statements, as of September 30, 2020, the Company has incurred recurring losses from operations resulting in an accumulated deficit

of $35,778,400.

As of September 30, 2020, the Company’s cash on hand may not be sufficient to sustain operations.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is currently seeking sources

of capital to fund the requirements of the Asset Purchase Agreement.

The Company intends to sell its AESE shares to continue as

a going concern, however, there can be no assurance the share price will be sufficient to sustain operations, therefore the Company

may be dependent upon its ability to secure equity and/or debt financing and there are also no assurances that the Company will

be successful;

As shown in the accompanying financial statements,

as of March 31, 2021, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $37,486,215, and

had cash and liquid securities on hand of $3,057,253.

As of March 31, 2021, the Company’s cash on hand may not be sufficient to

sustain operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

is currently seeking additional sources of capital to fund short term operations.

The Company intends to sell its AESE shares to continue

as a going concern, however, there can be no assurance the share price will be sufficient to sustain operations, therefore the Company

may be dependent upon its ability to secure equity and/or debt financing and there are also no assurances that the Company will be successful;

therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

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

The 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.

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.

The 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.

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.

As of May 6th 2021, the Company had $1,862,434 of cash on hand and shares in AESE stock with a fair market value of

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.

was determined to be the acquiror of the

business combination.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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:

Other receivables

Prepaid expenses

Property and equipment

Construction in progress

Security deposit

Right-of-use asset

Total fair value of assets acquired

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.

Notes to Condensed

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 Three Months Ended March 31,

Net operating loss

$ (1,150,860 )

$ (2,645,579 )

Weighted average common shares outstanding –

basic and fully diluted

Net loss per common share –

basic and fully diluted

(2) S-FDF, LLC was formed on May 4, 2020, therefore pro forma operation for the three months ended March 31, 2020 are identical to the Company’s actual results, other than the basic and fully diluted net income per share amounts.

Note 5 –

Related Party

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:

Percentage of BRAC Shares Owned by the

Company Granted to the Grantee

Bradley Berman

Benjamin Oehler

Kenneth DeCubellis

Michael Eisele

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:

nine months ending September 30, 2020, the Company sold some of these securities, resulting in gross proceeds of $1,157,076, consisting

of 368,870 shares of common stock for total proceeds of $1,083,408, and the sale of warrants to purchase 505,000 shares for total

proceeds of $73,668.

The Company also distributed 537,101 Sponsor Shares on August 9, 2020 to employees and directors under

the 2018 Management Incentive Plan.

Employees 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.

The Company recognized $1,396,460 of compensation expense related to the

Plan during the year ended December 31, 2019.

For the nine months ended September 30, 2020, the Company recognized a gain of $263,179

related to the reduction in the value of the shares to be paid to employees on August 10, 2020, which was offset against the

Company’s loss on the investment in AESE shares due to changes in the AESE market price between December 31, 2019 and September

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 Payable Awarded to Officers

On March 31, 2021,

the Company awarded 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for services earned during

March 31, 2021.

The aggregate fair value of the shares was $34,853 and $38,016 for Claudia and Ira,

respectively, based on the closing price of the Company’s common stock on the date of grant .

The shares were subsequently

issued on April 6, 2021, in satisfaction of the outstanding common stock payable.

Issuance of Shares for Services

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.

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.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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 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.

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 225,000 of these shares, or proceeds of $900,000 were purchased by officers

and directors.

Options Granted

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 three equal annual installments beginning of January 27, 2022 and continuing on each of the two

anniversaries thereafter until fully vested.

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

198% and a call option value of $6.1794, was $149,239.

The options were expensed over the vesting period, resulting in $327 of stock-based

compensation expense during the three months ended March 31, 2021.

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.

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

rate of 198% and a call option value of $3.9412, was $591,178.

The options were expensed over the vesting period, resulting in $46,430

of stock-based compensation expense during the three months ended March 31, 2021.

Lease Agreement

Upon closing of the Asset Purchase Agreement,

the Company 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.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

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.

Note 6 –

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.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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.

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.

The following schedule summarizes the valuation

of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2020 and December 31, 2019:

Fair Value Measurements at September 30, 2020

of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2021 and December 31, 2020:

Fair Value Measurements at March 31, 2021

Cash and cash equivalents

Investment in Allied Esports Entertainment, Inc.

1 unchanged sentence

Total liabilities

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

Fair Value Measurements at December 31, 2020

Cash and cash equivalents

Investment in Allied Esports Entertainment, Inc.

Notes payable

Total liabilities

There were no transfers of financial assets

or liabilities between Level 1 and Level 2 inputs for the nine months ended September 30, 2020.

There were no transfers of financial assets or

liabilities between Level 1 and Level 2 inputs for the three months ended March 31, 2021.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 7 –

Prepaid Expenses

Prepaid expenses consist of the following:

September 30,

Prepaid expenses consists of the following:

Prepaid software licenses

Prepaid insurance costs

4 unchanged sentences

Property and Equipment

Property and equipment at September 30, 2020 and December 31,

2019, consisted of the following:

September 30,

Property and equipment

Property and equipment at March 31, 2021 and December 31, 2020, consists

of the following:

Office equipment

Construction in progress

Accumulated depreciation and amortization

Total property and equipment, net

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.

The Company recognized depreciation expense

of $1,030 and $754 for the nine-month periods ended September 30, 2020 and 2019, respectively.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

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.

The Company recognized depreciation expense of

$4,996 and $271 for the three-month periods ended March 31, 2021 and 2020, respectively.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 9 –

Investment in Allied

Esports Entertainment, Inc.

Following the close of BRAC’s merger,

the Company retained 2,685,500 shares of Allied Esports Entertainment Inc.

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:

(“Sponsor Warrants”), of which the Company currently owns 1,779,529 shares, after selling 368,870 shares for total

proceeds of $1,157,076, 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 in Note 4 - Related

Party Transactions, 20% or 537,101, of the shares were distributed to employees, officers and directors one year from the date

of the merger, or on August 10, 2020.

After the distribution and recent sales, the Company still holds 1,799,529 shares of

AESE common stock.

As of September 30, 2020, the market value

of the Company’s investment in AESE’s common stock was $2,242,207, based on the closing stock price of $1.26 per share,

resulting in gains and losses on our investment in securities, as follows:

Net loss on investment in Allied Esports Entertainment, Inc.

securities for the nine months ended September 30, 2020

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 March 31, 2021, 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 to employees and directors under the 2018

Management Incentive Plan during 2020.

As of March 31, 2021, the market value of the

Company’s investment in AESE’s common stock was $511,140, based on the closing stock price of $2.88 per share, resulting in

losses on our investment in securities, as follows:

Net gain (loss) on investment in Allied Esports Entertainment, Inc.

$ (2,212,852 )

Net gains and losses recognized during 2020 on equity securities sold during the period

Unrealized losses recognized during 2020 on equity securities still held at September 30, 2020

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

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

$ (2,212,852 )

During the third quarter of 2020, the Company

sold 51,902 of these shares for total proceeds of $120,596, resulting in a loss on investment of $14,352.

During the second quarter of 2020, the

Company sold 316,968 of these shares for total proceeds of $962,812, resulting in a gain on investment of $363,813.

In accordance with a brokerage account

agreement with RBC Capital Markets, LLC, 500,000 of these shares were used as collateral for a $700,000 promissory note pursuant

to a commercial pledge and security agreement, dated March 10, 2020, described below, which was subsequently repaid.

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.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

Note 10 –

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:

For the Three

Operating lease cost:

Fixed rent expense

SOW GOOD INC.

Notes to Condensed

Financial Statements

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

For the Three Months Ended

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

March 31, 2021 was as follows:

Fiscal Year Ending

Minimum Lease

2021 (for the nine months remaining)

Less effects of discounting

Lease liability recognized

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 11 –

Notes Payable

Notes payable consists of the following

at September 30, 2020 and December 31, 2019, respectively:

September 30,

Notes payable consists of the following at March

31, 2021 and December 31, 2020, 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.

6 unchanged sentences

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.

No assurance is provided that the Company will obtain forgiveness under the PPP Note in whole or in part.

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.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

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.

The PPP Note could have been repaid at any time without penalty.

Under the Payroll Protection Program, the Company received loan forgiveness of $113,772, consisting of $112,925 of principal and $847 of accrued interest, on January 19, 2021.

The forgiveness amount was 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 was 40% of the amount of the PPP Note.

Total notes payable

3 unchanged sentences

Notes payable, less current maturities

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 nine months ended September 30, 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 method.

The Company recorded $377,440 of stock-based compensation expense pursuant

to the amortization of note discounts during the nine months ended September 30, 2020.

The Company recognized $384,456 of interest

expense, consisting of $7,016 of interest and $377,440 of stock-based warrant expense pursuant to the amortization of the debt

discount on the business loans during the nine months ended September 30, 2020.

The Company recognized $1,512 and $15,109 of interest

expense, consisting of $1,314 of interest and $13,795 of stock-based warrant expense pursuant to the amortization of the debt discounts,

during the three months ended March 31, 2021 and 2020, respectively.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 12 –

1 unchanged sentence

Reverse Stock Split

On February 21, 2020, the Company effected

a 1-for-300 reverse stock split (the “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:

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;

2 unchanged sentences

shares and no longer own shares of Common Stock.

BLACK RIDGE OIL & GAS, INC.

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

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 Interim Report 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 September 30, 2020, and December 31, 2019, a total of 1,600,424 shares of common

stock have been issued.

The Company has 500,000,000 authorized shares

of $0.001 par value common stock.

As of March 31, 2021, a total of 3,939,439 shares of common stock have been issued.

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 Payable Awarded to Officers

On March 31, 2021,

the Company awarded 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for services earned during

March 31, 2021.

The aggregate fair value of the shares was $34,853 and $38,016 for Claudia and Ira,

respectively, based on the closing price of the Company’s common stock on the date of grant .

The shares were subsequently

issued on April 6, 2021, in satisfaction of the outstanding common stock payable.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Issuance of Shares for Services

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.

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 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 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.

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 225,000 of these shares, or proceeds of $900,000 were purchased by officers

and directors.

Note 13 –

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 14C”).

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.

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 14C”).

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

Outstanding Options

Options to purchase an aggregate total

of 273,871 shares of common stock at a weighted average strike price of $16.32, exercisable over a weighted average life of 8.75

years were outstanding as of September 30, 2020.

Options to purchase an aggregate total of 621,635

shares of common stock at a weighted average strike price of $5.83, exercisable over a weighted average life of 9.31 years were outstanding

as of March 31, 2021.

Options Granted

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, with the exception of 83,019 options

that were awarded to four employees, whose vesting periods were accelerated to be fully vested as of September 30, 2019, pursuant

to severance agreements.

No options were granted during the nine

months ended September 30, 2019.

The Company recognized a total of $393,831,

and $83,705 of compensation expense during the nine months ended September 30, 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

The remaining unamortized balance of these options is $517,070 as of September 30, 2020.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

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 three equal annual installments beginning of January 27, 2022 and continuing on each of the two

anniversaries thereafter until fully vested.

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

198% and a call option value of $6.1794, was $149,239.

The options were expensed over the vesting period, resulting in $327 of stock-based

compensation expense during the three months ended March 31, 2021.

SOW GOOD INC.

Notes to Condensed

Financial Statements

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.

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

rate of 198% and a call option value of $3.9412, was $591,178.

The options were expensed over the vesting period, resulting in $46,430

of stock-based compensation expense during the three months ended March 31, 2021.

The Company recognized a total of $121,221, and

$21,489 of compensation expense during the three months ended March 31, 2021 and 2020, respectively, related to common stock options

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

The remaining unamortized balance of these options is $2,053,560 as of March 31, 2021.

Options Exercised

No options were exercised during the nine

months ended September 30, 2020 and 2019.

No options were exercised during the three months

ended March 31, 2021 and 2020.

Options Forfeited

A total of 333 options with a weighted

average exercise price of $90, and 457 options with a weighted average exercise price of $9.83 expired and were forfeited during

the nine months ended September 30, 2020 and 2019, respectively.

A total of 12,039 options with a weighted average

exercise price of $90 were forfeited during the three months ended March 31, 2021.

Note 14 –

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 9.36 years were outstanding

as of September 30, 2020.

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 8.86 years were outstanding as of March 31,

Warrants Granted

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.

No warrants were granted during the comparative nine

months ended September 30, 2019.

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

Stock Warrant

Name and Title

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 three months

ended March 31, 2021 and 2020.

Warrants Exercised

No warrants were exercised during the nine

months ended September 30, 2020 and 2019.

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

No warrants were exercised during the three months

ended March 31, 2021 and 2020.

Note 15 –

The Company accounts for income taxes under

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

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

tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and the amounts calculated for income tax purposes.

Losses incurred during the period from

April 9, 2011 (inception) to September 30, 2020 could be used to offset future tax liabilities.

Accounting standards require the

consideration of a valuation allowance for deferred tax assets if it is “more likely than not”

that some component

or all of the benefits of deferred tax assets will not be realized.

As of September 30, 2020, net deferred tax assets were $7,013,057,

with no deferred tax liability, primarily related to net operating loss carryforwards.

A valuation allowance of approximately $7,013,057

was applied to the net deferred tax assets.

Therefore, BROG has no tax expense for 2020 to date.

In accordance with FASB ASC 740, the Company

has evaluated its tax positions and determined there are no significant uncertain tax positions as of any date on, or before September

The Company accounts for income taxes under ASC

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

Under this approach,

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

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

for income tax purposes.

Losses incurred during the period from April 9,

2011 (inception) to March 31, 2021 could be used to offset future tax liabilities.

Accounting standards require the consideration of a

valuation allowance for deferred tax assets if it is “more likely than not”

that some component or all of the benefits of

deferred tax assets will not be realized.

As of March 31, 2021, net deferred tax assets were $5,658,442, with no deferred tax liability,

primarily related to net operating loss carryforwards.

A valuation allowance of approximately $5,658,442 was applied to the net deferred

Therefore, the Company has no tax expense for 2021 to date.

In accordance with FASB ASC 740, the Company has

evaluated its tax positions and determined there are no significant uncertain tax positions as of any date on, or before March 31, 2021.

SOW GOOD INC.

Notes to Condensed

Financial Statements

Note 16 –

The Company from time to time may be involved

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

Company is not aware of any inquiries or administrative proceedings and 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.

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 involved in various inquiries,

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.

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

March 31, 2021 is as follows:

Fiscal Year Ending

Minimum Lease

2021 (for the nine months remaining)

Less effects of discounting

Lease liability recognized

Note 17 –

Subsequent Events

The Company evaluates events that have

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

Asset Purchase

On October 1,

2020, the Company completed its acquisition of S-FDF, LLC, 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, 2020.

In connection with the

closing of the Asset Purchase Agreement, the Company acquired $2.5 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, representing 41.18% of the Company’s issued and outstanding common stock.

The number of Seller Shares to be issued is subject to adjustment, as specified in the 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 Sponsor Shares,

are less than $5 million or greater than $6 million on the date specified in the Asset Purchase Agreement.

Final Determination Date will be the first anniversary of the closing of the Asset Purchase Agreement and the Company has contributed

$4 million to the business in the form of proceeds from either the sale of Sponsor Shares after October 1, 2020, proceeds

from a financing secured by the AESE Shares after June 9, 2020, proceeds from an equity or convertible debt financing, legal fees

paid in connection with the Asset Purchase Agreement, expenses incurred by the Company after August 1, 2020 (except for severance

related to change in control payments made to the Company's employees), and the Company's cash as of October 1, 2020 (the “Company

Contribution”).

If the Company Contribution is less than $4 million on January 1, 2021, then the Final Determination Date

will be January 1, 2021 .

BLACK RIDGE OIL & GAS, INC.

Condensed Financial Statements

Pursuant 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.

Adoption of Non-Employee Director Compensation

On October 1, 2020, the Company adopted

a Non-Employee Director Compensation Plan.

Pursuant to the Plan, each non-employee director will receive annual compensation of

$25,000 to be paid in cash or common stock, at the Company’s election, each October 1, beginning with October 1, 2020.

October 1, 2020, the Company issued 4,167 shares to Mr.

Bradley Berman, Mr.

Lyle Berman, Mr.

Joseph Lahti, Mr.

Benjamin Oehler,

Creed under the Non-Employee Director Compensation Plan.

In addition, the plan provides for annual compensation of $15,000

to be paid in cash or common stock, at the Company's election, each October 1, beginning with October 1, 2020, to Board committee

On October 1, 2020, the Company issued 2,500 shares to Mr.

Benjamin Oehler as its Audit Committee Chair.

Amendment to 2020 Stock Incentive Plan

As a condition to closing on the Asset

Purchase Agreement, the Board approved an increase in the number of shares of common stock reserved under the 2020 Stock Incentive

Plan adopted in January 2020, from 320,000 shares to a total of 514,150 shares.

The increase remains subject to shareholder approval,

to be provided, if at all, by October 1, 2021.

Option Grants

On October 1, 2020, Mr.

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.

On October 2, 2020, the Company’s

Board of Directors also 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 vested.

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

Name and Title

Shares Granted

Ira Goldfarb, Chairman of the Board and Director

Claudia Goldfarb, Chief Executive Officer

Management Changes

Ken DeCubellis stepped down from his roles

as the Company’s Chief Executive Officer and interim Chief Financial Officer on September 30, 2020, and will serve as a transition

resource employee and assist with the integration of the Seller’s freeze-dried fruit business into the Company's existing

operations through December 15, 2020, or the earlier termination of his employment.

Effective October 1, 2020, in connection

with closing of the Asset Purchase Agreement, Ira Goldfarb was appointed as the Company’s Executive Chairman and Chairman

of the Board, and Claudia Goldfarb was appointed as the Company’s Chief Executive Officer.

Effective October 5, 2020, Brad Burke was

appointed and agreed to serve on an interim basis as the Company’s Chief Financial Officer.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The Company evaluates events that have occurred

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

Common Stock Issued to Officers on Common Stock

On April 6, 2021,

the Company issued 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for services earned during

March 31, 2021 in satisfaction of the outstanding common stock payable.

Common Stock Awarded to Officers

On approximately

May 6, 2021, the Company issued 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for

services earned during April 30, 2021 .

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statements

We are including the

following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that

can affect our company and to take advantage of the “safe harbor”

protection for forward-looking statements that applicable

federal securities law affords.

From time to time,

our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders

about our company.

All statements other than statements of historical facts included in this report regarding our financial position,

business strategy, plans and objectives of management for future operations and industry conditions are forward-looking statements.

When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,”

We are including the following

discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our

company and to take advantage of the “safe harbor”

protection for forward-looking statements that applicable federal securities

From time to time, our management

or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company.

All statements other than statements of historical facts included in this report regarding our financial position, business strategy,

plans and objectives of management for future operations and industry conditions are forward-looking statements.

When used in this report,

forward-looking statements are generally accompanied by terms or phrases such as “estimate,”

“project,”

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“may”

or other words and similar expressions that convey the uncertainty of future events or outcomes.

Items making assumptions regarding

actual or potential future sales, market size, collaborations, trends or operating results also constitute such forward-looking

or other words and similar expressions

that convey the uncertainty of future events or outcomes.

Items making assumptions regarding actual or potential future sales, market

size, collaborations, trends or operating results also constitute such forward-looking statements.

Forward-looking statements

involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual

results to differ materially from those set forth in the forward-looking statements include the following:

the effect of the coronavirus (“COVID-19”) pandemic

on our ability to obtain funding through various financing transactions or arrangements;

involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results

to differ materially from those set forth in the forward-looking statements include the following:

the effect of the coronavirus (“COVID-19”)

pandemic on our ability to obtain funding through various financing transactions or arrangements;

volatility or decline of our stock price;

low trading volume and illiquidity of our common stock, and possible application of the SEC’s

penny stock rules;

low trading volume and illiquidity of our common stock;

potential fluctuation in quarterly results;

1 unchanged sentence

inability to maintain adequate liquidity to meet our financial obligations;

failure to timely launch our freeze-dried fruit product offerings and obtain sufficient sales and

distributions;

failure to obtain sufficient sales and distributions of our freeze-dried fruit product offerings;

litigation, disputes and legal claims involving outside parties;

risks related to our ability to be traded on the OTCQB and meeting trading requirements

We have based these

forward-looking statements on our current expectations and assumptions about future events.

While our management considers these

expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory

and other risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

results actually achieved may differ materially from expected results in these statements.

Forward-looking statements speak only

as of the date they are made.

Readers are urged not

to place undue reliance on these forward-looking statements.

We assume no obligation to update any forward-looking statements in

order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable

law or regulation.

Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with

the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the

risks and factors that may affect our business, financial condition, results of operation and cash flows.

If one or more of these

risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from

those expected or projected.

We have based these forward-looking

statements on our current expectations and assumptions about future events.

While our management considers these expectations and assumptions

to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties,

most of which are difficult to predict and many of which are beyond our control.

Accordingly, results actually achieved may differ materially

from expected results in these statements.

Forward-looking statements speak only as of the date they are made.

Readers are urged not to place

undue reliance on these forward-looking statements.

We assume no obligation to update any forward-looking statements in order to reflect

any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities

and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our

business, financial condition, results of operation and cash flows.

If one or more of these risks or uncertainties materialize, or if

the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

Overview and Outlook

Effective April 2,

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

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

“ANFC.”

the sponsor and manager of Black Ridge Acquisition Corp.

beginning in May of 2017, the Company was focused on identifying and closing

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

Upon BRAC (renamed Allied Esports Entertainment, Inc.

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

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

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

including a merger, acquisition, or a business combination.

The result of that review is the transaction with S-FDF described below.

The Company currently owns 1,779,529 shares of Allied Esports Entertainment, Inc.

AESE), the surviving entity after

BRAC’s business combination, after selling 368,870 shares for total proceeds of $1,083,408, selling warrants to purchase

505,000 shares of AESE (NASDAQ:

AESEW) 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.

October 1, 2020, the Company completed its acquisition of S-FDF, LLC, as detailed in Footnote 15, Subsequent Events.

Effective January 21, 2021,

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

to Sow Good Inc.

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

“SOWG”.

On March 20, 2021,

our first freeze drier successfully completed its production testing.

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

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

As of May, 2021, we have launched

our direct-to-consumer freeze-dried consumer packaged good (CPG) food brand, under our Sow Good brand.

Sow Good launches with its first

line of non-GMO products including 6 ready-to-make smoothies and 9 snacks.

The smoothie lineup offers a mix of both new and familiar flavors:

Açaí

of Relief (açaí, blueberry);

Mint to Be (banana, coconut, mint);

and Berry Apeeling (banana, strawberry).

Sow Good packaged snack lineup includes single-ingredient fruits and vegetables such as Mon Cherry (cherries);

Cool Beans (edamame);

What’s Apple’n (apples).

Smoothies are $7.50 each and packaged snacks are $5.25 per bag.

add additional products in 2021, including soups and to launch our Sustain Us brand and product line.

In addition, we

completed the build-out of our production facility in March, and have finalized products and packaging, while delivering samples to potential

B2B customers.

Our first freeze

drier successfully completed its production testing in March 2021.

The company is now producing its own freeze-dried fruits and vegetables

from individual quick freeze (IQF) raw materials.

Freeze dried food production also continues to be supplemented by our relationships

with co-manufacturing partners.

Our unique food

products are targeting the large, and growing, freeze-dried food products market.

The global freeze-dried food products market is estimated

by Technavio to total nearly $60B in 2020, with the United States representing almost 30% of the total.

further projects market growth to continue at over 8% per year through 2024.

With the extensive

freeze-dried manufacturing and food product-focused business development experience of our senior management team, we believe we are well

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

Going Concern Uncertainty

As of September 30,

2020, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $35,778,400, and as of September

30, 2020, the Company’s cash on hand may not be sufficient to sustain operations.

These factors raise substantial doubt about

the Company’s ability to continue as a going concern.

The Company is currently seeking sources of capital to fund the requirements

of the Asset Purchase Agreement including selling its shares of AESE or other sources of capital.

The Company intends to sell its

AESE shares to continue as a going concern, however, there can be no assurance the share price will be sufficient to sustain operations,

therefore the Company may be dependent upon its ability to secure equity and/or debt financing and there are also no assurances

that the Company will be successful;

therefore, without sufficient financing it would be unlikely for the Company to continue as

a going concern.

We continue to pursue

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

or debt financing or other means.

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

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

If we do not succeed in raising additional capital, our

resources may not be sufficient to fund our business.

As of March 31, 2021, the

Company has incurred recurring losses from operations resulting in an accumulated deficit of $37,486,215, and had cash and liquid securities

on hand of $3,057,253.

As of March 31, 2021, the Company’s cash on hand may not be sufficient to sustain operations.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is currently seeking additional

sources of capital to fund short term operations.

The Company intends to sell its AESE shares to continue as a going concern, however,

there can be no assurance the share price will be sufficient to sustain operations, therefore the Company may be dependent upon its ability

to secure equity and/or debt financing and there are also no assurances that the Company will be successful;

therefore, without sufficient

financing it would be unlikely for the Company to continue as a going concern.

We continue to pursue sources

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

We may not be

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

by other means.

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

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

raising additional capital.

As of May 6th 2021, the Company had $1,862,434 of cash on hand and shares in AESE stock with a fair market

value of $425,950.

The report of the Company’s

independent registered public accounting firm that accompanies its audited consolidated financial statements in the Company’s

Annual Report on Form 10-K/A contains an explanatory paragraph regarding the substantial doubt about the Company’s ability

to continue as a going concern.

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

outcome of the going concern uncertainty.

Results of Operations for the Three

Months Ended September 30, 2020 and 2019.

The following table

summarizes selected items from the statement of operations for the three months ended September 30, 2020 and 2019, respectively.

independent registered public accounting firm that accompanies its audited financial statements in the Company’s Annual Report on

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

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

Results of Operations for the Three Months

Ended March 31, 2021 and 2020.

The following table summarizes

selected items from the statement of operations for the three months ended March 31, 2021 and 2020, respectively.

Three Months Ended

September 30,

Management fee income

Total revenues:

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Salaries and benefits

Stock-based compensation

Professional services

Other general and administrative expenses

Total general and administrative expenses

Depreciation and amortization

Total operating expenses

Net operating loss

Other income (expense)

Gain on deconsolidation of subsidiary

(26,322,687 )

Merger incentive expense

Interest expense

Loss on disposal of property and equipment

Gain (loss) on investment in Allied Esports Entertainment, Inc.

Total other income (expense)

(24,054,028 )

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

(21,962,744 )

Provision for income taxes

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

(21,962,744 )

Net income from discontinued operations

Net income (loss) before non-controlling interest

(13,810,579 )

Net loss attributable to redeemable non-controlling interest

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

$ (2,492,204 )

$ (13,667,660 )

Management fee income

The Company did not

earn any management fees from its management agreement with BRAC during the three months ended September 30, 2020, compared to

$153,279 during the three months ended September 30, 2019.

The decrease is attributable to the termination of the agreement subsequent

to the merger between BRAC and AESE on August 9, 2019.

General and administrative expenses

Salaries and benefits

for the three months ended September 30, 2020 were $483,050, compared to $279,621 for the three months ended September 30, 2019,

an increase of $203,429, or 73%.

The increase in salaries and benefits was primarily due to payroll taxes on the distribution of

AESE shares to employees in the current period pursuant to the Management Incentive Plan and accrued severance pay to former officers

and employees.

Stock-based compensation

expense for the three months ended September 30, 2020 was $322,888, compared to $2,836,920 for the three months ended September

30, 2019, a decrease of $2,514,032, or 89%.

Stock-based compensation consisted of stock options expense in both periods, and $2,809,033

of expense related to the 2018 Management Incentive Plan (the “2018 Plan”) in the prior period.

Amortization of stock

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

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

Professional services

General and administrative

expenses related to professional services were $130,234 for the 2020 period, compared to $40,287 for the 2019 period, an increase

of $89,947, or 223%.

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

Other general and administrative expenses

Other general and administrative

expenses for the three months ended September 30, 2020 was $45,001, compared to $69,157 for the three months ended September 30,

2019, a decrease of $24,156, or 35%.

The decrease is primarily attributable to decreased administrative activity as we focused

on completing the asset purchase with S-FDF, LLC.

Depreciation expense

for the three months ended September 30, 2020 was $380, compared to $131 for the three months ended September 30, 2019, an increase

of $249, or 190%.

The increase is attributable to the addition of new computer equipment in 2020.

Other income (expense)

In the three months

ended September 30, 2020, other expense was $1,510,651, consisting of $1,695 of interest expense derived from the operating loans

the Company received from the PPP and EIDL programs, a loss on the disposal of equipment of $5,369, and a net loss on investments

in Allied Esports Entertainment, Inc.

securities of $1,503,601, as offset by $14 of interest income.

During the comparative three

months ended September 30, 2019, other income was $22,543,377, consisting of the gain upon deconsolidation of BRAC of $26,322,687

and an offsetting merger incentive expense of $5,874,000 to recognize the cost related to transferring shares of AESE stock to

the former owners of Allied Esports and WPT and other investors as an incentive to participate in the merger, and a gain of $2,094,690

on the investment in Allied Esports Entertainment, Inc.

pursuant to the change in fair market value of the AESE shares.

Provision for income taxes

The Company had no

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

uncertainty of realization of any benefit.

Net income from

discontinued operations

Net income from discontinued

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

Net income from discontinued

operations for the three months ended September 30, 2019 was $8,152,165.

Results of Operations for the Nine Months

Ended September 30, 2020 and 2019.

The following table

summarizes selected items from the statement of operations for the nine months ended September 30, 2020 and 2019, respectively.

Nine Months Ended

September 30,

Management fee income

Total revenues:

Operating expenses:

General and administrative expenses:

Salaries and benefits

Stock-based compensation

Salaries and benefits, stock-based

Professional services

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Other income (expense)

Gain on deconsolidation of subsidiary

(26,322,687 )

Merger incentive expense

Interest expense, including $377,440 of warrants issued as a debt discount

Loss on disposal of property and equipment

Interest expense, including $13,795 of warrants issued as a debt discount for the three months ending March 31, 2020

Gain on early extinguishment of debt

Gain (loss) on investment in Allied Esports Entertainment, Inc.

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$ (2,645,579 )

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

$ (1,837,702 )

Provision for income taxes

Net loss from continuing operations, net of tax

(23,049,012 )

Net income from discontinued operations

Net loss before non-controlling interest

(15,627,962 )

Net loss attributable to redeemable non-controlling interest

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

$ (14,295,433 )

Management fee income

The Company did not

earn any management fees from its management agreement with BRAC during the nine months ended September 30, 2020, compared to $153,279

during the nine months ended September 30, 2019.

The decrease is attributable to the termination of the agreement subsequent to

the merger between BRAC and AESE on August 9, 2019.

The Company did not earn any

revenues during the three months ended March 31, 2021 or 2020.

General and administrative expenses

Salaries and benefits

for the nine months ended September 30, 2020 were $936,304, compared to $910,191 for the nine months ended September 30, 2019,

Salaries and benefits for

the three months ended March 31, 2021 were $381,253, compared to $219,724 for the three months ended March 31, 2020, an increase of $161,529,

The increase in salaries and benefits was primarily due to increased operations as we developed our freeze-dried food operations.

Salaries and benefits, stock-based

compensation expense for the three months ended March 31, 2021 was $375,891, compared to $21,489 for the three months ended March 31,

2020, an increase of $354,402, or 1,649%.

The increase in salaries and benefits was primarily due to payroll taxes on the distribution of

AESE shares to employees in the current period pursuant to the Management Incentive Plan and accrued severance pay to former officers

and employees.

Stock-based compensation

expense for the nine months ended September 30, 2020 was $393,831, compared to $2,892,738 for the nine months ended September 30,

2019, a decrease of $2,498,907, or 86%.

Stock-based compensation consisted of stock options expense in both periods, and $2,809,033

of expense related to the 2018 Management Incentive Plan in the prior period.

Amortization of stock options increased as new options

were granted toward the end of February 2020, with a five-year vesting period, and the vesting period was accelerated pursuant

to separation agreements entered into on September 30, 2020.

Stock-based compensation consists of $121,221 and $21,489 of stock options expense incurred

in the three months ended March 31, 2021 and 2020, respectively, and $254,670 of expense related to shares of common stock issued to officers

and directors in the current period for services rendered.

Stock-based compensation increased as management accepted stock-based compensation

in lieu of cash while the Company developed its freeze-dried food operations.

Professional services

General and administrative

expenses related to professional services were $327,090 for the 2020 period, compared to $79,978 for the 2019 period, an increase

of $247,112, or 309%.

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

Professional services were

$101,899 for the 2021 period, compared to $84,984 for the 2020 period, an increase of $16,915, or 20%.

The increase was primarily due

to legal fees incurred in connection with our name change in January 2021 and our sale of common stock in February 2021.

Other general and administrative expenses

Other general and administrative

expenses for the nine months ended September 30, 2020 was $186,380, compared to $185,035 for the nine months ended September 30,

2019, an increase of $1,345, or 1%.

Depreciation expense

for the nine months ended September 30, 2020 was $1,030, compared to $754 for the nine months ended September 30, 2019, an increase

expenses for the three months ended March 31, 2021 was $286,821, compared to $91,150 for the three months ended March 31, 2020, an increase

of $195,671, or 215%.

The increase is attributable to the addition of new computer equipment in 2020.

The increase is primarily attributable to increased administrative infrastructure as we seek to scale the production

and sales of our freeze-dried products.

Depreciation expense for the

three months ended March 31, 2021 was $4,996, compared to $271 for the three months ended March 31, 2020, an increase of $4,725, or 1,744%.

The increase is attributable to the addition of new computer equipment in 2020 and 2021.

Other income (expense)

In the nine months

ended September 30, 2020, other expense was $2,576,366, consisting of $384,456 of interest expense derived from the business loans

the Company received from Cadence Bank, N.A, RBC Capital Markets, LLC and additional operating loans from the PPP and EIDL

programs, including $377,440 of expense related to the amortization of warrants issued in consideration of personal guarantees

provided for debt financing, a loss on the disposal of equipment of $5,369, along with a net loss on investments in Allied Esports

Entertainment, Inc.

of $2,186,557, as offset by $16 of interest income, compared to other income of $22,543,428 during the nine

months ended September 30, 2019, consisting of the $26,322,687 gain upon deconsolidation of BRAC and an offsetting merger incentive

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

and WPT and other investors as incentive to participate in the merger, interest income of $51 and a gain of $2,094,690 on the investment

In the three months ended

March 31, 2021, other income was $342,983, consisting of a $113,772 gain on early extinguishment of debt and a net gain on investments

in Allied Esports Entertainment, Inc.

pursuant to the change in fair market value the AESE shares.

Provision for income taxes

The Company had no

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

uncertainty of realization of any benefit.

Net income from

discontinued operations

Net income from discontinued

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

Net income from discontinued

operations of $7,421,050 during the nine months ended September 30, 2019.

securities of $230,723, as offset by $1,512 of interest expense derived from the operating loans

the Company received from the PPP and EIDL programs.

During the comparative three months ended March 31, 2020, other expense was $2,227,961,

consisting of $1,314 of interest expense derived from the business loans the Company received from Cadence Bank, N.A and RBC Capital

Markets, LLC, and $13,795 of expense related to the amortization of warrants issued in consideration of personal guarantees provided for

debt financing, along with a net loss on investments in Allied Esports Entertainment, Inc.

of $2,212,852.

Net loss for the three months

ended March 31, 2021 was $807,877, compared to $2,645,579 during the three months ended March 31, 2020, a decrease of $1,837,702,

The decreased net loss was due primarily to our gain on investments in Allied Esports Entertainment, Inc.

securities, compared

to our prior period loss on investments.

Liquidity and Capital Resources

The following table

summarizes our total current assets, liabilities and working capital at September 30, 2020 and December 31, 2019, respectively.

September 30,

The following table summarizes

our total current assets, liabilities and working capital at March 31, 2021 and December 31, 2020, respectively.

Current Assets

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Working Capital

As of September 30,

2020, we had working capital of $2,311,899.

The following table

summarizes our cash flows during the nine-month periods ended September 30, 2020 and 2019, respectively.

Nine Months Ended

September 30,

As of March 31, 2021, we had

working capital of $3,061,621.

The following table summarizes

our cash flows during the three-month periods ended March 31, 2021 and 2020, respectively.

Three Months Ended

Net cash used in operating activities

$ (1,194,871 )

$ (9,759,160 )

Net cash provided by investing activities

Net cash used in investing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

$ (1,438,887 )

Net cash used in operating

activities was $1,111,648 and $9,759,160 for the nine months ended September 30, 2020 and 2019, respectively, a period over period

improvement of $8,647,512.

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

Changes in working capital from continuing operating activities resulted in a decrease in cash of $169,715 in the nine

months ended September 30, 2020, as compared to a decrease in cash of $181,718 for the same period in the previous year.

Net cash provided by

investing activities were $1,157,076 and $6,888,299 for the nine months ended September 30, 2020 and 2019, respectively.

Cash provided

by investing activities were comprised of proceeds of $1,157,076 from the sale of Allied Esports Entertainment, Inc.

during the nine months ended September 30, 2020.

In the comparative period ended September 30, 2019, virtually all the cash was

provided from discontinued operations and was the result of transfers and withdrawals from the Trust Account.

Net cash provided by

financing activities was $262,925 and $1,431,974 for the nine months ended September 30, 2020 and 2019, respectively.

2020 activity was the result of $802,025 of net proceeds from notes payable, as offset by $539,100 of repayments, compared to $1,431,974

of cash provided by financing activities from discontinued operations in the comparative nine months ended September 30, 2019.

Satisfaction of our cash obligations

for the next 12 months

As of September 30,

2020, our balance of cash was $417,109 and we had total working capital of $2,311,899.

We expect to incur significant costs related

to the freeze-dried fruit Asset Purchase Agreement which closed on October 1, 2020, which will put a strain on our cash resources.

Our plan for satisfying our cash requirements for the next twelve months is through cash on hand and the sale of its AESE shares,

however, there can be no assurance the share price will be sufficient to cover our cash obligations for the next 12 months, therefore,

additional financing in the form of equity or debt may be needed.

The Company realized $1,157,076 of proceeds on the sale of 469,968

shares of AESE stock and 505,000 AESEW warrants, and received proceeds of $112,925 on a PPP loan and $150,000 of proceeds on an

EIDL loan to be used as working capital to alleviate economic injury caused by COVID-19

during the second quarter of 2020.

Pursuant to the Asset Purchase Agreement we entered into with S-FDF, LLC on June 9, 2020, we

will need to contribute $4 million to the business in the form of proceeds from either

the sale of Sponsor Shares after October 1, 2020, proceeds from a financing secured by the AESE Shares after June 9, 2020, proceeds

from an equity or convertible debt financing, legal fees paid in connection with the Asset Purchase Agreement, expenses incurred

by the Company after August 1, 2020 (except for severance related to change in control payments made to the Company's employees),

and the Company's cash as of October 1, 2020 (the “Company Contribution”).

If the Company Contribution is less than

$4 million on January 1, 2021, then the Final Determination Date will be January 1, 2021 .

The net fair value of the Sponsor

Shares is approximately $1.8 million currently, however, there can be no assurance we will be able to realize these proceeds

upon the sale of the securities.

activities was $1,194,871 and $321,659 for the three months ended March 31, 2021 and 2020, respectively, a period over period increase

The increase was primarily due to an increase of $315,493 in inventory purchases, as well as, increased costs as we moved

our operations from Minnesota to Texas to develop our new freeze-dried food business.

Net cash used in investing

activities were $696,745 for the three months ended March 31, 2021.

Cash used in investing activities were comprised of $38,208 of fixed

asset purchases, along with $658,537 of construction in progress costs during the three months ended March 31, 2021, as we built out our

freeze-dried foods warehouse and equipment.

Net cash provided by financing

activities was $2,525,000 and $265,000 for the three months ended March 31, 2021 and 2020, respectively.

All of the 2021 activity was

the result of the $2,525,000 we raised from the sale of an aggregate 631,250 shares of the Company’s

common stock at $4.00 per share , compared to $265,000 of net proceeds received from notes payable in the comparative three months

ended March 31, 2020.

Satisfaction of our cash obligations for

the next 12 months

As of March 31, 2021, our

balance of cash was $2,546,113 and we had total working capital of $3,061,621.

B ased on projections

of cash expenditures in the Company’s current business plan, the cash on hand as of March 31, 2021 would be insufficient to sustain

operations over the next year.

We expect to incur significant costs related to the development and operation of our freeze-dried foods

business which will put a strain on our cash resources.

Should the Company be successful in launching its products, we may pursue the

expansion of our production capabilities through the construction of a second freeze drier.

Adding a second freeze drier would require

approximately $1 million of incremental capital and would likely require the Company to identify additional sources of funding .

O ur plan for satisfying our cash requirements for the next twelve months is through cash on hand

and additional financing in the form of equity or debt as needed .

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 .

Off-Balance Sheet Arrangements

We have no off-balance

sheet arrangements.

We have no off-balance sheet

arrangements.

Critical Accounting Policies and Estimates

Our management’s

discussion and analysis of financial conditions and results of operations is based on our financial statements, which have been

prepared in accordance with accounting principles generally accepted in the United States, or GAAP.

The preparation of these financial

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

an ongoing basis, we evaluate these estimates and judgments.

We base our estimates on our historical experience and on various

other assumptions that we believe to be reasonable under the circumstances.

These estimates and assumptions form the basis for

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

Actual results

and experiences may differ materially from these estimates.

Our critical accounting

policies are more fully described in Note 2 of the footnotes to our financial statements appearing elsewhere in this Form 10-Q,

and Note 2 of the footnotes to the financial statements provided in our Annual Report on Form 10-K/A for the fiscal year ended

December 31, 2019.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK .

As a “smaller

reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required

Our management’s discussion

and analysis of financial conditions and results of operations is based on our financial statements, which have been prepared in accordance

with accounting principles generally accepted in the United States, or GAAP.

The preparation of these financial statements required us

to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses.

On an ongoing basis, we evaluate

these estimates and judgments.

We base our estimates on our historical experience and on various other assumptions that we believe to

be reasonable under the circumstances.

These estimates and assumptions form the basis for making judgments about the carrying values of

assets and liabilities that are not readily apparent from other sources.

Actual results and experiences may differ materially from these

Our critical accounting policies

are more fully described in Note 2 of the footnotes to our financial statements appearing elsewhere in this Form 10-Q, and Note 2 of the

footnotes to the financial statements provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK .

As a “smaller reporting

company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item

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-Q

Item 1. Financial Statements