What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 317 added, 408 removed, 669 unchanged (52% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets:

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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, 3,978,194 and

2,742,890 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 4,727,650 and 2,742,890 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Common stock payable, consisting of 593,260 and 535,729 shares at June 30, 2021 and December 31, 2020,

Common stock payable, consisting of 11,585 and 535,729 shares at September 30, 2021 and December 31, 2020, respectively

Accumulated deficit

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For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Cost of goods sold

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Salaries and benefits

Salaries and benefits, stock-based

Professional services

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( 4,191,113 )

( 1,844,635 )

Other income (expense):

Interest expense, including $ 363,645 of warrants issued as a debt discount for the three and six months

ending June 30, 2020, respectively

Interest expense, including $ 377,440 of warrants issued as a debt discount for the nine months ending September 30, 2020

Loss on disposal of property and equipment

Gain on early extinguishment of debt

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

( 1,503,601 )

( 2,186,557 )

Total other income (expense)

( 1,510,651 )

Net income (loss)

( 2,576,366 )

1 unchanged sentence

$ ( 2,492,204 )

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - fully diluted

Net loss per common share - basic

Net loss per common share - fully diluted

$ ( 3,947,828 )

$ ( 4,421,001 )

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.

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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three Months Ended June 30, 2020

Additional Paid-in

Total Stockholders'

Balance, March 31, 2020

For the Three Months Ended September 30, 2020

Stockholders'

Balance, June 30, 2020

$ ( 33,286,196 )

Common stock options granted to employees and directors for services

Common stock warrants granted to employees and directors for personal guaranty on debt

Net income for the three months ended June 30, 2020

Balance, June 30, 2020

Net income for the nine months ended September 30, 2020

( 2,492,204 )

For the Three Months Ended June 30, 2021

( 2,492,204 )

Balance, September 30, 2020

$ ( 35,778,400 )

For the Three Months Ended September 30, 2021

Stockholders'

Balance, March 31, 2021

Balance, June 30, 2021

$ ( 40,626,166 )

Common stock sales for cash to officers and directors

( 1,474,996 )

Common stock sales for cash

Common stock issued to officers and directors for services

Common stock issued to employees and consultants for services

Common stock options granted to officers and directors for services

Common stock options granted to employees for services

Net loss for the three months ended June 30, 2021

Net loss for the three months ended September 30, 2021

( 1,582,157 )

Balance, June 30, 2021

Balance, September 30, 2021

$ ( 40,626,166 )

For the Six Months Ended June 30, 2020

For the Nine Months Ended September 30, 2020

Stockholders'

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Common stock warrants granted to employees and directors for personal guaranty on debt

Net loss for the six months ended June 30, 2020

Net loss for the nine months ended September 30, 2020

( 4,421,001 )

Balance, June 30, 2020

Balance, September 30, 2020

$ ( 35,778,400 )

For the Six Months Ended June 30, 2021

For the Nine Months Ended September 30, 2021

Stockholders'

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Common stock options granted to employees for services

Net loss for the six months ended June 30, 2021

Net loss for the nine months ended September 30, 2021

( 3,947,828 )

Balance, June 30, 2021

Balance, September 30, 2021

$ ( 40,626,166 )

2 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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Depreciation and amortization

Loss on disposal of property and equipment

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

7 unchanged sentences

Prepaid expenses

( 1,021,099 )

Right- of- use asset

5 unchanged sentences

( 4,304,501 )

( 1,111,648 )

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

Purchase of property and equipment

( 1,004,611 )

Net cash provided by (used in) investing activities

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Value of debt discounts attributable to warrants

Value of investment in securities distributed to board members and employees

See accompanying notes to unaudited condensed financial statements.

SOW GOOD INC.

Notes to Condensed

Financial Statements

to Condensed Financial Statements

Note 1 – Organization and Nature of Business

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freeze-dried fruits and vegetables business for human consumption and entered into certain employment and registration rights agreements.

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:

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.

On February 5, 2021,

the Company raised over $ 2.5 million of capital from the sale of 631,250 newly issued shares at a share price of $4.00 in a private placement.

The proceeds were used to find capital expenditures and working capital investment.

On May 5, 2021, the Company announced the launch

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

Sow Good launched with its first line of non-GMO

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

On July 7, 2021, the Company raised over $ 3 million

of capital from the sale of 714,701 newly issued shares at a share price of $4.25 in a private placement.

Investors in the private placement

included Sow Good’s Chief Executive Officer, Executive Chairman, and Chief Financial Officer, in addition to other Sow Good board

members and a small group of accredited investors.

The proceeds are being used to invest in inventory ahead of pursuing larger business-to-business

relationships, as well as funding incremental capital expenditures and general operating expenses.

On July 23, 2021, we launched six new gluten-free

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to the business-to-business segment.

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

The global freeze-dried food products market is estimated by Technavio to total nearly $60B in 2020, with the United States representing

almost 30% of the total.

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

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.

to Condensed Financial Statements

Note 2 – Basis of Presentation and Significant

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

had $ 2,968,617 of cash in excess of FIDC and SIPC insured limits at June 30, 2021, and has not experienced any losses in such accounts.

had $ 1,813,489 of cash in excess of FIDC and SIPC insured limits at September 30, 2021, and has not experienced any losses in such accounts.

to Condensed Financial Statements

Property and Equipment

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

Depreciation expense was $ 65,052 and $ 650 for

the six months ended June 30, 2021 and 2020, respectively.

Depreciation expense was $ 129,915 and $ 1,030

for the nine months ended September 30, 2021 and 2020, respectively.

of Long-Lived Assets

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Schedule of inventory

September 30,

Finished goods

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and we have not yet commenced significant production.

to Condensed Financial Statements

The Company evaluates goodwill on an annual basis

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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.

The reconciliation of the denominators used to

calculate basic EPS and diluted EPS for the three and six months ended June 30, 2021 and 2020 are as follows:

Schedule of Earnings Per Share, Basic and Diluted

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average common shares outstanding – basic

Potentially dilutive common shares:

Common stock warrants

Weighted average common shares outstanding – diluted

For the three months ended June 30, 2021, and

the six months ended June 30, 2021 and 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 765,144 and 378,871 as of June 30, 2021 and 2020, respectively.

net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.

loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average

number of common shares outstanding plus potential dilutive securities.

For the periods presented, potential dilutive securities had an

anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

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

compensation was $ 709,215 and $ 70,943 , consisting entirely of expenses related to common stock and options issued for services for the

six months ended June 30, 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 7 year

compensation was $ 1,015,233 and $ 393,831 , consisting entirely of expenses related to common stock and options issued for services for

the nine months ended September 30, 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 7 year U.S.

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 six months ended June 30, 2020.

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.

to Condensed Financial Statements

The Company recognizes deferred tax assets and

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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 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

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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.

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.

The final rules were effective January 1,

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) :

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.

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.

The final rules were effective

January 1, 2021.

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

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.

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.

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.

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 .

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 June 30, 2021, have had or are expected to have a significant impact on the Company’s financial

or effective during the period ended September 30, 2021, have had or are expected to have a significant impact on the Company’s

financial statements.

to Condensed Financial Statements

Note 3 – Going Concern

As shown in the accompanying financial

statements, as of June 30, 2021, the Company has incurred recurring losses from operations resulting in an accumulated deficit of

$ 39,044,009 ,

As shown in the accompanying financial statements,

as of September 30, 2021, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 40,626,166 ,

and had cash on hand of $ 2,580,489 .

are too early in our development stage to project revenue with a necessary level of certainty;

therefore, we may not have sufficient

funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations.

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

The Company has commenced sales

and continues to develop its operations, and the Company raised an additional $ 564,661

from sale of common stock in July, as noted in our subsequent events footnote.

In the event sales do not materialize at the expected

rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses.

There can be no assurance

that we will be successful in achieving these objectives.

We are too early in our development stage to project revenue with a necessary level of certainty;

therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash

to fund our operations.

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

has commenced sales and continues to develop its operations.

In the event sales do not materialize at the expected rates, management would

seek additional financing or would attempt to conserve cash by further reducing expenses.

There can be no assurance that we will be successful

in achieving these objectives.

The financial statements do not include any adjustments

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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

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, 2020.

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.

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.

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.

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.

was determined

to be the acquiror of the business combination.

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

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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

to Condensed Financial Statements

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.

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Schedule of recognized identified assets and liabilities assumed

October 1, 2020

Consideration:

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

The consideration paid in excess of the net fair value of assets acquired and liabilities assumed was recognized as goodwill.

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

Pro Forma Results

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Schedule of unaudited pro forma

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Net operating loss

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Net loss per common share – basic and fully diluted

S-FDF, LLC was formed on May 4, 2020, therefore pro

forma operation for the six months ended June 30, 2020 are identical to the Company’s actual results, other than the basic and

fully diluted net income per share amounts .

S-FDF, LLC was formed on May 4, 2020, therefore pro forma operation for the nine months ended September 30, 2020 are identical to

the Company’s actual results, other than the basic and fully diluted net income per share amounts.

to Condensed Financial Statements

Note 5 – Related Party

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Common Stock Payable Awarded to Officers

On June 30, 2021,

On September 30, 2021,

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

June 30, 2021.

The aggregate fair value of the shares was $ 25,156 and $ 27,440 for Claudia and Ira,

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

September 30, 2021.

The aggregate fair value of the shares was $ 15,792 and $ 17,225 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 July 7, 2021, in satisfaction of the outstanding common stock payable.

issued on October 7, 2021, in satisfaction of the outstanding common stock payable.

Issuance of Shares for Services

On May 31, 2021,

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

for their services for May 2021.

The aggregate fair value of the shares was $ 26,320 and $ 28,709 for Claudia and Ira, respectively, based

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

On April 30, 2021,

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

for their services for April 2021.

The aggregate fair value of the shares was $ 31,307 and $ 34,148 for Claudia and Ira, respectively, based

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

On March 31, 2021,

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

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.

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.

dates between January 31, 2021 and September 7, 2021, the Company issued an aggregate 44,328 and 48,352 shares in

monthly increments of 5,541 and 6,044 shares to Claudia and Ira Goldfarb, respectively,

for their services.

The aggregate fair value of the shares was $ 246,409 and $ 268,776 for Claudia and Ira, respectively, based on the closing

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

January 27, 2021, upon Benjamin Oehler’s resignation, the Company appointed 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.

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.

January 7, 2021, the Company issued an aggregate 16,623

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, Subscriptions Payable

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were purchased by officers and directors.

to Condensed Financial Statements

Options Granted

On April 22, 2021, Brad Burke was granted options

to purchase 27,500 shares of the Company’s common stock, having an exercise price of $ 5.50 per share, exercisable over a ten-year

to purchase 27,500 shares of the Company’s common stock, having an exercise price of $ 5.50 per share, exercisable over a 10 year

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter until fully vested.

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using the Black-Scholes Pricing Model, based on a volatility rate of 193 % and a call option value of $5.4381, was $ 149,547 .

were expensed over the vesting period, resulting in $ 5,736 of stock-based compensation expense during the six months ended June 30, 2021.

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 10 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 $ 7,769 of stock-based compensation expense during the six months ended June 30, 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 10 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 $ 95,560 of stock-based compensation expense during the six months ended June 30, 2021.

were expensed over the vesting period, resulting in $ 13,275 of stock-based compensation expense during the nine months ended September 30,

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

10 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 $ 15,292 of stock-based

compensation expense during the nine months ended September 30, 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 10 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 $ 145,230

of stock-based compensation expense during the nine months ended September 30, 2021.

Lease Agreement

21 unchanged sentences

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

to Condensed Financial Statements

Level 2 - Inputs include quoted prices

5 unchanged sentences

The following schedule summarizes the valuation

of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2021 and December 31, 2020:

of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2021 and December 31, 2020:

Valuation of financial instruments at fair value

Fair Value Measurements at June 30, 2021

Fair Value Measurements at September 30, 2021

Cash and cash equivalents

9 unchanged sentences

There were no transfers of financial assets or

liabilities between Level 1 and Level 2 inputs for the six months ended June 30, 2021.

liabilities between Level 1 and Level 2 inputs for the nine months ended September 30, 2021.

to Condensed Financial Statements

Note 7 – Prepaid Expenses

1 unchanged sentence

Schedule of prepaid expenses

September 30,

Prepaid software licenses

4 unchanged sentences

Note 8 – Property and Equipment

Property and equipment at June 30, 2021 and December 31, 2020, consists

of the following:

Property and equipment

Property and equipment at September 30, 2021 and December 31,

2020, consists of the following:

Schedule of property and equipment

September 30,

Office equipment

12 unchanged sentences

The Company recognized depreciation expense of

$ 65,052 and $ 650 for the six months ended June 30, 2021 and 2020, respectively.

$ 129,915 and $ 1,030 for the nine months ended September 30, 2021 and 2020, respectively.

to Condensed Financial Statements

Note 9 – Investment in Allied Esports

7 unchanged sentences

and distributed 537,101 Sponsor Shares to employees and directors under the 2018 Management Incentive Plan.

As of June 30, 2021, the Company had completely

sold its investment in AESE’s common stock, resulting in gains (losses) on our investment in securities, as follows:

As of September 30, 2021, the Company had

completely sold its investment in AESE’s common stock, resulting in gains (losses) on our investment in securities, as follows:

Schedule of unrealized loss on investment

September 30,

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

1 unchanged sentence

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

Gain on deferred compensation payable in shares of AESE

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

14 unchanged sentences

Schedule of components of lease expense

September 30,

Operating lease cost:

Fixed rent expense

to Condensed Financial Statements

Supplemental balance sheet information related to leases was as follows:

Schedule of supplemental balance sheet information

September 30,

Operating leases:

9 unchanged sentences

Schedule of supplemental cash flow and other information

September 30,

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

3 unchanged sentences

The future minimum lease payments due under operating leases as of

June 30, 2021 was as follows:

September 30, 2021 was as follows:

Schedule of future minimum lease payments

1 unchanged sentence

Minimum Lease

2021 (for the six months remaining)

2021 (for the three months remaining)

Less effects of discounting

1 unchanged sentence

Note 11 – Notes Payable

Notes payable consists of the following at June

Notes payable consists of the following at September 30,

2021 and December 31, 2020, respectively:

Schedule of notes payable

June 30, 2021

December 31, 2020

September 30,

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

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

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

Under the EIDL Note, the Company is required to pay principal and interest payments of $ 731 every month beginning June 16, 2022, as extended.

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

8 unchanged sentences

Total notes payable

Less unamortized derivative discounts:

Notes payable

current maturities

Notes payable, less current maturities

The Company recognized $ 2,734

and $ 382,761

of interest expense, consisting of $ 2,734 and $ 5,321

of interest and $ 0 and $ 377,440

of stock-based warrant expense pursuant to the amortization of the debt discounts, during the six months ended June 30, 2021 and

2020, respectively.

The Company recognized $ 4,431 and $ 384,456 of

interest expense, consisting of $ 4,431 and $ 7,016 of interest and $- 0 - and $ 377,440 of stock-based warrant expense pursuant to the amortization

of the debt discounts, during the nine months ended September 30, 2021 and 2020, respectively.

to Condensed Financial Statements

Note 12 – Changes in Stockholders’

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.

21 unchanged sentences

of $ 0.001 par value common stock.

As of June 30, 2021, a total of 3,978,194 shares of common stock have been issued.

As of September 30, 2021, a total of 4,727,650 shares of common stock have been issued.

Issuance of Shares in Completion of Acquisition

8 unchanged sentences

Common Stock Payable Awarded to Officers

On June 30, 2021,

On September 30, 2021,

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

June 30, 2021.

The aggregate fair value of the shares was $ 25,156 and $ 27,440 for Claudia and Ira,

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

September 30, 2021.

The aggregate fair value of the shares was $ 15,792 and $ 17,225 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 July 7, 2021, in satisfaction of the outstanding common stock payable.

issued on October 7, 2021, in satisfaction of the outstanding common stock payable.

to Condensed Financial Statements

Issuance of Shares for Services

On May 31, 2021,

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

for their services for May 2021.

The aggregate fair value of the shares was $ 26,320 and $ 28,709 for Claudia and Ira, respectively, based

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

dates between January 31, 2021 and September 7, 2021, the Company issued an aggregate 44,328 and 48,352 shares in

monthly increments of 5,541 and 6,044 shares to Claudia and Ira Goldfarb , respectively ,

for their services.

The aggregate fair value of the shares was $ 246,409 and $ 268,776 for Claudia and Ira, respectively, based on the closing

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

On May 25, 2021,

1 unchanged sentence

The total aggregate fair value of the shares was $ 20,000 , based on the closing price of the Company’s common stock on the date of

On April 30, 2021,

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

for their services for April 2021.

The aggregate fair value of the shares was $ 31,307 and $ 34,148 for Claudia and Ira, respectively, based

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

On March 31, 2021,

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

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.

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 27, 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,

6 unchanged sentences

On January 7, 2021,

the Company issued an aggregate 16,623

shares of common stock to Claudia and Ira Goldfarb , respectively, for services

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 July 2, 2021, the Company entered into a Stock

Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 714,701 shares

of the Company’s common stock at a price of $4.25 per Share.

Proceeds to the Company from the sale of the Shares were $3,037,511,

of which $2,472,136 was received on June 30, 2021, and the other $ 565,375 was received in July 9, 2021.

The shares were all issued on

July 9, 2021.

A total of 407,204 of these shares, or proceeds of $1,730,621 were purchased by officers and directors, including 347,057

shares, or $1,474,996, received on June 30, 2021.

On February 5, 2021, the Company entered into

3 unchanged sentences

were purchased by officers and directors.

Common Stock Sold for Cash, Subscriptions Payable

On July 2, 2021, the Company entered into a Stock

Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 714,701 shares

of the Company’s common stock at a price of $4.25 per Share.

Proceeds to the Company from the sale of the Shares were $3,036,797,

of which $2,472,136 was received on June 30, 2021, which was recognized as a subscription payable as the underlying 581,675 shares were

subsequently issued on July 9, 2021.

A total of 407,204 of these shares, or proceeds of $1,730,621 were purchased by officers and directors,

including 347,057 shares, or $ 1,474,996 , received on June 30, 2021.

Note 13 – Options

4 unchanged sentences

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

On September 29, 2020, January 4, 2021, and March 19, 2021, the Board of Directors adopted and approved amendments that in aggregate

increase the number of shares reserved for issuance under the 2020 Equity Plan to an aggregate total of 814,150 shares and such amendments

were approved by a majority of shareholders of record on September 3, 2021.

Outstanding Options

1 unchanged sentence

shares of common stock at a weighted average strike price of $ 5.42 , exercisable over a weighted average life of 8.9 years were outstanding

as of June 30, 2021.

as of September 30, 2021.

to Condensed Financial Statements

Options Granted

On May 25, 2021, two advisory board members

were granted options to purchase an aggregate 6,000

shares of the Company’s common stock, having an exercise price of $ 5.00

per share, exercisable over a 10 ten-year term.

The options will vest 60% on the third anniversary, and 20% each anniversary

thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 191 %

and a call option value of $4.9272, was $ 29,562 .

The options were expensed over the vesting period, resulting in $ 4,147

of stock-based compensation expense during the six months ended June 30, 2021.

On April 22, 2021, Brad Burke was granted

options to purchase 27,500

shares of the Company’s common stock, having an exercise price of $ 5.50

per share, exercisable over a 10 ten-year term.

The options will vest 60% on the third anniversary, and 20% each anniversary

thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 193 %

and a call option value of $5.4381, was $ 149,547 .

The options were expensed over the vesting period, resulting in $ 5,736

of stock-based compensation expense during the six months ended June 30, 2021.

On April 22, 2021, a total of fifteen

employees and consultants were granted options to purchase an aggregate 19,875

shares of the Company’s common stock, having an exercise price of $ 5.50

per share, exercisable over a 10 ten-year term.

The options will vest 60% on the third anniversary, and 20% each anniversary

thereafter until fully vested.

On August 27, 2021, a total of twelve employees

and consultants were granted options to purchase an aggregate 11,918 shares of the Company’s common stock, having an exercise price

of $ 6.00 per share, exercisable over a 10 year term.

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter

until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 193 % and a call option value

of $5.9316, was $ 70,693 .

The options were expensed over the vesting period, resulting in $ 1,317 of stock-based compensation expense during

the nine months ended September 30, 2021.

On May 25, 2021, two advisory board members were

granted options to purchase an aggregate 6,000 shares of the Company’s common stock, having an exercise price of $ 5.00 per share,

exercisable over a 10 year term.

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 191 % and a call option value of $4.9272, was

The options were expensed over the vesting period, resulting in $ 2,074 of stock-based compensation expense during the nine months

ended September 30, 2021.

On April 22, 2021, Brad Burke was granted options

to purchase 27,500 shares of the Company’s common stock, having an exercise price of $ 5.50 per share, exercisable over a 10 year

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter until fully vested.

The estimated value

using the Black-Scholes Pricing Model, based on a volatility rate of 193 % and a call option value of $5.4381, was $ 149,547 .

were expensed over the vesting period, resulting in $ 13,275 of stock-based compensation expense during the nine months ended September 30,

On April 22, 2021, a total of fifteen employees

and consultants were granted options to purchase an aggregate 19,875 shares of the Company’s common stock, having an exercise price

of $ 5.50 per share, exercisable over a 10 year term.

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter

until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 193 % and a call option value

of $5.4381, was $ 108,082 .

The options were expensed over the vesting period, resulting in $ 9,179 of stock-based compensation expense during

the nine months ended September 30, 2021.

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

10 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 $ 584

of stock-based compensation expense during the six months ended June 30, 2021.

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 10 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 $ 15,292 of stock-based

compensation expense during the nine months ended September 30, 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 10 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 $145,230

of stock-based compensation expense during the six months ended June 30, 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 10 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 $95,560 of stock-based compensation expense during the six months ended June 30, 2021.

of stock-based compensation expense during the nine months ended September 30, 2021.

The Company recognized a total of $ 407,031 , and

$ 70,943 of compensation expense during the six months ended June 30, 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 $ 2,200,507 as of June 30, 2021.

$ 393,831 of compensation expense during the nine months ended September 30, 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

The remaining unamortized balance of these options is $ 2,045,171 as of September 30, 2021.

Options Exercised

No options were exercised during the six months

ended June 30, 2021 and 2020.

No options were exercised during the nine months

ended September 30, 2021 and 2020.

Options Forfeited

A total of 32,353 options with a weighted average

exercise price of $ 50.74 were forfeited during the six months ended June 30, 2021.

exercise price of $ 44.94 were forfeited during the nine months ended September 30, 2021.

to Condensed Financial Statements

Note 14 – Warrants

1 unchanged sentence

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 8.61 years were outstanding as of June 30,

shares of common stock at a $ 3.99 strike price, exercisable over a weighted average life of 8.36 years were outstanding as of September 30,

Warrants Granted

No warrants were granted during the six months

ended June 30, 2021 and 2020.

Warrants Exercised

No warrants were exercised during the six months

ended June 30, 2021 and 2020.

No warrants were granted during the nine months

ended September 30, 2021 and 2020.

Warrants Exercised or Expired

No warrants were exercised or expired during the

nine months ended September 30, 2021 and 2020.

Note 15 – Income Taxes

6 unchanged sentences

Losses incurred during the period from April 9,

9, 2011 (inception) to June 30, 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

2011 (inception) to September 30, 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 June 30, 2021, net deferred tax assets were $ 5,981,775 , with no deferred tax liability,

primarily related to net operating loss carryforwards.

A valuation allowance of approximately $ 5,981,775 was applied to the net deferred

As of September 30, 2021, net deferred tax assets were $ 6,293,642 , with no deferred

tax liability, primarily related to net operating loss carryforwards.

A valuation allowance of approximately $ 6,293,642 was applied to

the net deferred tax assets.

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 June 30, 2021.

evaluated its tax positions and determined there are no significant uncertain tax positions as of any date on, or before September 30,

Note 16 – Commitments

10 unchanged sentences

or other financial institution is not subject to estimation at this time.

to Condensed Financial Statements

Upon closing of the Asset Purchase Agreement,

4 unchanged sentences

The future minimum lease payments due under operating leases as of

June 30, 2021 is as follows:

September 30, 2021 is as follows:

Schedule of future minimum lease payments

1 unchanged sentence

Minimum Lease

2021 (for the six months remaining)

2021 (for the three months remaining)

Less effects of discounting

4 unchanged sentences

Common Stock Awarded to Officers

July 31, 2021, the Company issued 5,541 and 6,044 shares of common stock to Claudia and Ira

Goldfarb , respectively, for their services during July 2021 .

31, 2021, the Company issued 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for their services

during October 2021 .

Common Stock Issued to Officers on Common Stock

On July 7, 2021,

On October 7, 2021,

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

during June 2021 in satisfaction of the outstanding common stock payable.

Common Stock Sold for Cash

On July 2, 2021, the Company entered into a Stock

Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 714,701 shares

of the Company’s common stock at a price of $4.25 per Share.

Proceeds to the Company from the sale of the Shares were $3,036,797,

of which $2,472,136 was received on June 30, 2021, which was recognized as a subscription payable as the underlying 581,675 shares were

subsequently issued on July 9, 2021.

during September 2021 in satisfaction of the outstanding common stock payable.

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