What changed in this filing

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Item 9A. Controls and Procedures

2023-04-14 compared with 2022-03-29 · 405 added, 538 removed, 765 unchanged (55% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure

controls and procedures that is designed to ensure that information required to be disclosed by us in the reports we file or furnish to

the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief

Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

As of December 31, 2021,

we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered

in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

Our Chief Executive Officer

and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive

Officer and Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system,

no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be

considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in

the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and

reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to management, including our Chief Executive Officer and Interim Chief Financial Officer, who is one and the same ,

to allow timely decisions regarding required disclosures.

of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures (as defined) in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and

Interim Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures

were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded,

processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our

Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Chief Executive Officer and Interim Chief Financial Officer do not expect that our disclosure controls

or internal controls will prevent all error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable

assurance of achieving their objectives and our Chief Executive Officer and Interim Chief Financial Officer have determined that our disclosure

controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable,

not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there

are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty,

and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual

a desire to do so.

There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial

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We carried out an evaluation,

under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our

internal controls over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated

under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness

of our internal controls over financial reporting as of December 31, 2022.

In making this assessment, our management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated

Framework (2013).” Based on this assessment, management believes that, as of December 31, 2022, our internal control over

financial reporting was effective based on those criteria.

financial reporting was ineffective based on those criteria.

As a small Company with limited resources that is mainly focused on the development

and sales of our freeze dried products, the Company does not employ a sufficient number of staff in its finance department to possess

an optimal segregation of duties or to provide optimal levels of oversight.

This has resulted in certain audit adjustments and management

believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of

personnel in its finance department.

To address these material

weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly

present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results

of operations and cash flows for the periods presented.

Changes in Internal Control over Financial

There have been no changes

in the Company’s internal control over financial reporting through the date of this report or during the quarter ended December 31, 2021,

that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no

changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended

December 31, 2022, that materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Independent Registered Accountant’s Internal

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Claudia Goldfarb

Chief Executive Officer, Director

Chief Financial Officer

Chief Executive Officer, Interim Chief Financial Officer, Director

Chairman of the Board of Directors

Bradley Berman (1)

Joseph Lahti (1)

Joe Mueller (1)

Lyle Berman (1)

Greg Creed (1)(2)

Tim Creed (1)

Chris Ludeman (1)

(1) Member of audit committee.

Creed resigned as a director effective

March 28, 2022.

Claudia Goldfarb has

been our chief executive officer since October 1, 2020.

Goldfarb is the co-founder of the freeze-dried foods business which

the Company acquired.

Goldfarb previously served as Prairie Dog Pet Products, LLC’s President from 2016 to 2020 and Chief Operating

Officer from 2012 to 2016.

been our chief executive officer since October 1, 2020 and became our interim chief financial officer on April 1, 2022.

Goldfarb i s the co-founder of the freeze-dried foods business which the Company acquired.

Goldfarb previously served as Prairie Dog Pet Products, LLC’s President from 2016 to 2020 and Chief Operating Officer from

2012 to 2016.

Goldfarb’s tenure at Prairie Dog Pet Products she was responsible for managing four food

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feet of manufacturing space.

Goldfarb’s expertise in product

research and development is underscored by her successful launch of over 200 unique products.

She has also served as Chief Operating Officer

of the pet apparel company, PGT Holdings, from 2010-2012.

Goldfarb co-founded and served as the Chief Executive Officer of Operation

Goldfarb’s expertise in

product research and development is underscored by her successful launch of over 200 unique products.

She has also served as Chief

Operating Officer of the pet apparel company, PGT Holdings, from 2010-2012.

Goldfarb co-founded and served as the Chief

Executive Officer of Operation Ava, Inc.

Previously, Mrs.

Goldfarb served as a Project Development Consultant for the North American Development Bank, specializing in

infrastructure development and financing on the US-Mexican Border.

Goldfarb has spent the last 10 years specializing in product development,

implementing best-in-class quality food systems, and freeze-dried pet food manufacturing.

Goldfarb served as a Project Development Consultant for the North American

Development Bank, specializing in infrastructure development and financing on the US-Mexican Border.

Goldfarb has spent the

last 10 years specializing in product development, implementing best-in-class quality food systems, and freeze-dried pet food

manufacturing .

Ira Goldfarb, who is our

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Goldfarb has launched over 200 unique products, underscoring her expertise in product research and development.

Brad Burke has

been our chief financial officer since December 28, 2020, and served as our interim chief financial officer from October 5, 2020

through December 28, 2020.

Burke was most recently the Senior Vice President of Corporate Finance and Investor Relations at CBRE Group

Inc., reporting to CBRE’s Chief Financial Officer.

In that role, he led CBRE’s investor relations strategy, acting as the

interface between the company and CBRE’s shareholders.

He also led CBRE’s forecasting, budgeting and financial analysis activities.

Burke joined CBRE in 2017 as the Vice President of Investor Relations, having previously worked at Goldman Sachs as an equity research

analyst where he led the research coverage of 17 real estate companies.

Prior to joining Goldman Sachs & Co.

an equity research analyst at UBS Securities, covering the Industrials and Energy sectors.

He began his financial services career in the

audit practice group of Ernst & Young in 2003.

Burke earned an MBA from Carnegie Mellon University in 2009, an MS in Accountancy

from the University of Notre Dame in 2004 and a BS in Marketing from The Pennsylvania State University in 2003.

He is a Certified Public

Accountant (license inactive) and a CFA Charterholder.

Ira Goldfarb has

been our chairman since October 1, 2020.

Goldfarb is the co-founder of the freeze-dried foods business which the Company

Goldfarb previously founded Prairie Dog Pet Products, LLC in 2012 and served as its Chief Executive Officer until 2020 when

he sold the company to Kinderhook Industries.

Prairie Dog Pet Products is a leading freeze-dried pet food and treat manufacturing company

based in Grand Prairie, Texas.

Goldfarb i s the co-founder of the freeze-dried foods

business which the Company acquired.

Goldfarb previously founded Prairie Dog Pet Products, LLC in 2012 and served as its Chief Executive

Officer until 2020 when he sold the company to Kinderhook Industries.

Prairie Dog Pet Products is a leading freeze-dried pet food and

treat manufacturing company based in Grand Prairie, Texas.

Previously, Mr.

Goldfarb was Chief Executive Officer of PGT Holdings from 2010-2012 and founder and Chief

Executive Officer of DS Retail Holdings, LLC from 2006 until 2013.

Goldfarb co-founded and funded Operation Ava Inc., the

second largest dog and cat rescue group in Pennsylvania.

Goldfarb was Chief Executive Officer of PGT Holdings from 2010-2012

and founder and Chief Executive Officer of DS Retail Holdings, LLC from 2006 until 2013.

Goldfarb co-founded and funded Operation

Ava Inc., the second largest dog and cat rescue group in Pennsylvania.

Operation Ava saved over 2,000 animals each year from euthanasia.

has extensive experience in both the retail and manufacturing industries spanning over 30 years;

he first specialized in the leather fashion

industry then in the pet food industry with a focus on dehydrated and freeze-dried products.

He has also founded, developed, and sold

numerous companies to public and private groups.

Goldfarb has extensive experience in both the retail and manufacturing industries spanning over 30 years;

he first specialized in

the leather fashion industry then in the pet food industry with a focus on dehydrated and freeze-dried products.

He has also founded,

developed, and sold numerous companies to public and private groups.

Goldfarb is the husband of Claudia Goldfarb .

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been a director since our inception and was our chairman from November 12, 2010 until October 1, 2020.

He was our chief executive

officer from November 12, 2010 to November 9, 2011, our chief financial officer between November 12, 2010

He was our chief

executive officer from November 12, 2010 to November 9, 2011, our chief financial officer between November 12, 2010

and November 15, 2010, and our corporate secretary from November 12, 2010 to February 22, 2011.

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in Minnesota and University of Nevada at Las Vegas in Nevada concentrating in business and computer science.

has been a director of the Company since August 31, 2012.

Lahti is a Minneapolis native and leader in numerous Minnesota

business and community organizations.

As principal of JL Holdings since 1989, Mr.

Lahti has provided funding and management leadership

to several early-stage or distressed companies.

From 1993 to 2002, he held the positions of chief operating officer, chief financial officer,

president, chief executive officer and chairman at Shuffle Master, Inc., a company that provided innovative products to the gaming

Lahti served as a Director of PokerTek, Inc., a publicly traded company, from 2008 until it was sold in October

2014 (including serving as chairman of the board from 2012 to 2014), and since 2018 has been an independent director and chairman of the

board of Innealta Capital and Acclivity Capital, investment managers.

In 2021 Mr Lahti was named chairman of an early-stage company which

has created a financial services marketplace for Latin America.

Mr Lahti also served as chairman of AF Holdings, Inc, an asset manager,

until its sale in October 2018 and remains as CEO of the surviving shareholder representative company until the earn out period ends in

Previously, Mr.

Lahti also served on the board of directors of Voyager Oil & Gas, Inc.

and Zomax, Inc., and served as the chairman

of the board of directors of Shuffle Master, Inc.

Lahti’s qualifications:

has been a director of the Company since April 11, 2022.

Mueller is the Vice President of Industry

and Customer Development for Kellogg Company, where he leads Kellogg Company’s external engagement strategy, and represents Kellogg

across the global industry.

He also serves as a board member for the American Heart Association.

During his more than three decades in

the consumer packaged goods industry, Mr.

Mueller has served in several key management roles, including serving as the vice president

of sales of various divisions within Kellogg, including its Walmart, Keurig Green Mountain, Breakfast, and Health & Wellness teams.

In these roles, Mr.

Mueller was responsible for marketing strategy, product development, and sales organization, alongside regularly interfacing

with key corporate leaders.

Prior to his executive roles, Mr.

Mueller managed retail stores across the country and worked in several sales

positions at Kellogg.

Mueller's qualifications:

· Leadership experience –Mr.

Lahti is a principal of JL Holdings

(1989 to present).

Lahti served as Chairman of AFAM Capital.

He served as Chairman of the Board of PokerTek, Inc., a publicly

traded company.

He served as chief executive officer and chairman of Shuffle Master, Inc., a publicly traded company (1997-2002).

Mueller is the Vice President of Industry

and Customer Development for Kellogg Company, with responsibilities for the Kellogg Company's global engagement strategy.

· Industry experience – During his three decades in the consumer goods

industry and with Kellogg, Mr.

Mueller has served in several management roles.

· Education experience – Mr.

Lahti holds Bachelor of Arts degree

in economics from Harvard University.

Mueller earned his Bachelor of Science

degree in Marketing and Management from Missouri State University and completed his MBA from the University of Phoenix.

has been a director of the Company since October 26, 2016.

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He helped grow the business into a major specialty retailer with 27 outlets.

After selling Berman Buckskin to WJL Grace in 1979, Mr.

continued as President and Chief Executive Officer and led the company to become one the county's largest retail leather chains, with

After selling Berman Buckskin to WR Grace in 1979, Mr.

continued as President and Chief Executive Officer and led the company to become one the country's largest retail leather chains, with

over 200 stores nationwide.

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Berman financed the initial development of Rainforest

He served as the Chairman and CEO from 1994 unti1 2000.

He served as the Chairman and CEO from 1994 until 2000.

In October 1995, Mr.

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and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

1998, Lakes Entertainment, Inc.

In 2002, as Chairman of the

Board and CEO of Lakes Entertainment, Inc., Mr.

Berman was instrumental in creating the World Poker Tour.

Berman served as the Executive

Chairman of the Board of WPT Enterprises, Inc.

(later known as Voyager Oil & Gas, Inc.

and Emerald Oil, Inc.) from its inception in

February 2002 until July 2013.

Berman also served as a director of PokerTek, Inc.

from January 2005 until October 2014, including

serving as Chairman of the Board from January 2005 until October 2011.

Berman has been a director of Allied Esports Entertainment

(AESE) (fka Black Ridge Acquisition Corp.) since May 2017 and currently services as Interim Chief Executive Officer of Allied Esports

Entertainment Inc.

Bradley Berman, who is

the chairman of our Board of Directors, is Mr.

also on the Board of Directors, is Mr.

Lyle Berman’s son.

Berman’s qualifications:

Leadership experience – Mr.

Berman served as Chairman of the Board and CEO of Lakes Entertainment,

He served as the Chairman of the Board of Directors of Grand Casinos, Inc.

(the predecessor to Lakes) (1991-1998).

served as the Executive Chairman of the Board of WPT Enterprises, Inc.

Berman currently serves

on the following Boards:

· Redstone American Grill

· Augeo Affinity Marketing

· Mill City Ventures, LTD

Berman has served on the following Boards:

· Chairman of the Board and CEO of Lakes Entertainment, Inc., (1999 – 2015)

· Executive Chairman of the Board of WPT Enterprises, Inc.

(later known as Voyager Oil & Gas, Inc.

and Emerald Oil, Inc.)

He served as Chairman of the Board of PokerTek, Inc.

He served as Chairman of the Board and Chief Executive

Officer of Rainforest Café, Inc.

Berman currently serves on the Board of Directors of Golden Entertainment, Inc.,

Redstone American Grill, Inc., Allied Esports Entertainment Inc., Augeo Affinity Marketing, Inc., Poker52, LLC, LubeZone, Inc., and Mill

City Ventures, Ltd.

Education experience – Mr.

Berman holds a degree in Business Administration

from the University of Minnesota.

Greg Creed was

appointed as a director of the Company on October 1, 2020.

Creed was Chief Executive Officer of Yum!

Brands from January 2015 to December

2019 and served as a Director of the Board from November 2014 to May 2020.

Creed retired after a successful 25-year career with the

He has more than 40 years of extensive global experience in marketing and operations with leading packaged goods and restaurant

Previously, Mr.

head of Taco Bell, the nation’s leading Mexican-style quick service restaurant chain.

He was appointed Chief Executive Officer of

Taco Bell in early 2011 after serving as President and Chief Concept Officer and was responsible for driving overall brand strategy and

performance of the business in the U.S.

and internationally.

He has held various roles with the Company including Chief Marketing Officer

at Taco Bell where he spearheaded the “Think Outside the Bun” campaign and new product introductions that generated strong

sales and profit growth for five consecutive years, as well as Chief Operating Officer for Yum!.

Creed earned a business

degree from Queensland University of Technology (QUT) in Brisbane, Australia, was named the 2014 QUT Alumnus of the Year, was awarded

an honorary doctorate in 2019 and currently serves as President of The Friends of QUT in America Foundation.

He serves on the Board of

Directors for Whirlpool Corporation where he chairs the Human Resources Committee, Aramark Corporation, NetBase Quid and Girls Inc.

is also a member of the American Society of Corporate Executives (ASCE).

Emerald Oil, Inc.) (2002 – 2013)

· Director of PokerTek, Inc.

(2005 – 2014) Chairman of the Board (2005 – 2011)

· Director of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge Acquisition Corp.) (2017 –

· Chairman of the Board and CEO, Rainforest Café (1994 – 2000)

· Chairman of the Board and CEO, Grand Casinos (1991 – 1998)

· Director, Golden Entertainment (2015 – 2022)

Education experience –

Berman holds a degree in Business Administration from the University of Minnesota

Tim Creed has

been a director of the Company since July 22, 2022.

Creed is the Co-Founder and Partner of Creed UnCo, LLC, a consulting company focused

on brand management and franchising.

Creed utilizes his years of experience working in the food, pet care, and automotive industries

to help brands grow, scale, and sustain their businesses.

Prior to consulting, Mr.

Creed spent over a decade at Mars, Inc., working in

human resources, sales management, and e-commerce.

While there, he served as the Digital Commerce Lead for Mars' KIND products, and was

responsible for their international growth.

Most recently, Mr.

Creed was Director of eCommerce for international tire and mobility company,

Bridgestone, Inc.

Creed's qualifications:

· Leadership experience –Mr.

Creed was Chief Executive Officer of

Brands from January 2015 to December 2019 and served as a Director of the Board from November 2014 to May 2020.

Previously, Mr.

was head of Taco Bell, the nation’s leading Mexican-style quick service restaurant chain.

He was appointed Chief Executive Officer

of Taco Bell in early 2011 after serving as President and Chief Concept Officer.

Creed is the Co-Founder and Partner

of Creed UnCo, LLC and provides consulting services for brand management and franchising.

· Industry experience – During his fifteen years in the food, pet

care, and automotive industries, Mr.

Creed has served in a variety of management, sales, and human resources roles.

· Education experience – Mr.

Creed earned a business degree from Queensland

University of Technology (QUT) in Brisbane, Australia.

On March 28, 2022, Greg Creed

tendered his resignation, effective immediately, from our Board of Directors and as a member of our audit committee.

Creed will be

transitioning to the Company's Advisory Board of Directors for the remainder of his term.

Creed's resignation was not as a result

of any disagreement with the Company.

Creed earned his Bachelor of Science

degrees in both Psychology and Management from Macquarie University.

Chris Ludeman has

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During the year ended December 31, 2022,

the Board of Directors held four meetings, the Audit Committee held four meetings.

The Company does not have a separate Compensation Committee.

Each of our elected Directors attended at least 75% of all meetings of the Board of Directors and the committees on which he served during

the Board of Directors held four meetings and the Audit Committee held four meetings.

The Company does not have a separate Compensation

Each of our elected Directors attended at least 75% of all meetings of the Board of Directors and the committees on which he

served during the year.

Annual Meeting Attendance

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January 4, 2021, under which she serves as our Chief Executive Officer.

Pursuant to the employment agreement, we pay Mrs.

(a) for the period beginning on October 1, 2020 and ending December 31, 2021, the issuance of 5,541 shares of the Company’s

common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount equal to the base

salary of $292,500 per year through at least October 1, 2025, subject to annual 10% increases.

Pursuant to the employment agreement,

Goldfarb (a) for the period beginning on October 1, 2020 and ending December 31, 2021, the issuance of 5,541 shares of

the Company’s common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount

equal to the base salary of $292,500 per year through at least October 1, 2025, subject to annual 10% increases.

· We entered into an employment agreement with Ira Goldfarb on October 1, 2020, which was amended on January 4,

2021, under which he serves as our Executive Chairman of the Board.

Pursuant to the employment agreement, we pay Mr.

Goldfarb (a) for

the period beginning on the Closing Date and ending December 31, 2021, the issuance of 6,044 shares of the Company’s common stock

per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount equal to the base salary of

$330,000 per year through at least October 1, 2025, subject to annual 10% increases.

· We entered into an employment agreement with Brad Burke on December 28, 2020, under which she serves as

our Chief Financial Officer.

Pursuant to the employment agreement, we pay Mr.

Burke an annual base salary of $275,000, commencing January

1, 2021 through at least December 31, 2023.

From October 5, 2020 through December 31, 2020, we paid Mr.

Burke at the rate of $22,917 per

Pursuant to the employment agreement, we

Goldfarb (a) for the period beginning on the Closing Date and ending December 31, 2021, the issuance of 6,044 shares of the Company’s

common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount equal to the base

salary of $330,000 per year through at least October 1, 2025, subject to annual 10% increases.

Additional factors reviewed

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pursuant to the grant and exercise of stock options.

The amendments were approved by a majority of shareholders of record on September

The amendments were approved by a majority of shareholders

of record on September 3, 2021.

Benefits and Prerequisites

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Brad Burke, (3)

Chief Financial Officer

Goldfarb was appointed Executive

Chairman of the Board of Directors on October 1, 2020.

We have agreed to compensate Mr.

Goldfarb a total of $330,000 in cash per year

commencing on January 1, 2022, and 6,044 shares per month through December 31, 2021.

On January 4, 2021, we issued 18,133 shares

Goldfarb’s services in 2020, and a total of 72,528 shares during 2021, of which 6,044 shares were subsequently issued on

March 24, 2022.

Former Chief Financial Officer

____________________

Goldfarb was appointed Executive Chairman of the Board of Directors on October 1, 2020.

agreed to compensate Mr.

Goldfarb a total of $330,000 in cash per year commencing on January 1, 2022, and 6,044 shares per month

through December 31, 2021.

On January 4, 2021, we issued 18,133 shares for Mr.

Goldfarb’s services in 2020, and a total

of 72,528 shares during 2021, of which 6,044 shares were subsequently issued on March 24, 2022.

On October 2, 2020, we granted Mr.

Goldfarb an option to purchase 50,000 shares of common stock at an exercise price of $5.25 per share.

The estimated value using the

Black-Scholes Pricing Model, based on a volatility rate of 533% and a call option value of $5.2102, was $260,509.

On December 28,

2020, we granted Mr.

Goldfarb an option to purchase 16,500 shares of common stock at an exercise price of $4.00 per share.

estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value of $3.9657, was

On January 4, 2021, we granted Mr.

Goldfarb an option to purchase 75,000 shares of common stock at an exercise price of

$3.70 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 533% and a call option value

of $5.2102, was $260,509.

On December 28, 2020, we granted Mr.

Goldfarb an option to purchase 16,500 shares of common stock at an exercise

price of $4.00 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option

value of $3.9412, was $295,589.

On January 4, 2021, we granted Mr.

Goldfarb an option to purchase 75,000 shares of common stock at an exercise

price of $3.70 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option

value of $3.9412, was $295,589.

Goldfarb was appointed Chief

Executive Officer on October 1, 2020.

We have agreed to compensate Mrs.

Goldfarb a total of $292,500 in cash per year commencing on January

1, 2022, and 5,541 shares per month through December 31, 2021.

Goldfarb was appointed Chief Executive Officer on October 1, 2020.

We have agreed to compensate

Goldfarb a total of $292,500 in cash per year commencing on January 1, 2022, and 5,541 shares per month through December 31,

On January 4, 2021, we issued 16,623 shares for Mrs.

Goldfarb’s services

in 2020, and a total of 66,492 shares during 2021, of which 5,541 shares were subsequently issued on March 24, 2022.

On October 2, 2020,

we granted Mrs.

Goldfarb an option to purchase 50,000 shares of common stock at an exercise price of $5.25 per share.

The estimated value

using the Black-Scholes Pricing Model, based on a volatility rate of 533% and a call option value of $5.2102, was $260,509.

28, 2020, we granted Mrs.

Goldfarb’s services in 2020, and a total of 66,492 shares during

2021, of which 5,541 shares were subsequently issued on March 24, 2022.

On October 2, 2020, we granted Mrs.

Goldfarb an option to

purchase 50,000 shares of common stock at an exercise price of $5.25 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 533% and a call option value of $5.2102, was $260,509.

On December 28, 2020, we granted Mrs.

Goldfarb an option to purchase 16,500 shares of common stock at an exercise price of $4.00 per share.

The estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value of $3.9657, was $65,435.

The estimated value using the

Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value of $3.9657, was $65,435.

On January 4, 2021,

we granted Mrs.

2 unchanged sentences

value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option value of $3.9412, was

Burke was appointed Chief Financial

Officer on December 28, 2020, after serving as Interim Chief Financial Officer on an independent contractor basis from October 1, 2020.

We have agreed to compensate Mr.

Burke served as the Company’s Chief Financial Officer from December 28, 2020 through

April 30, 2022, after serving as Interim Chief Financial Officer on an independent contractor basis from October 1, 2020.

had agreed to compensate Mr.

Burke a total of $275,000 in cash per year.

Prior to December 28, 2020, Mr.

Burke was paid $22,917 per

month as an independent contractor.

On December 28, 2020, we granted Mr.

Burke an option to purchase 20,000 shares of common stock

at an exercise price of $4.00 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 201%

and a call option value of $3.9657, was $79,455.

On April 1, 2022, we granted Mr.

Burke an option to purchase 27,500 shares of common

stock at an exercise price of $5.50 per share.

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.

Burke an option to

purchase 27,500 shares of common stock at an exercise price of $2.75 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 406% and a call option value of $2.6433, was $72,692.

On April 21, 2021, we granted Mr.

Burke an option to purchase 27,500 shares of common stock at an exercise price of $5.50 per share.

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.

Employment Agreements

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Outstanding Option Awards at Fiscal Year-End

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Number of Securities

Unexercised Options (#) Exercisable

Number of Securities Underlying

Unexercised Options (#) Unexercisable

Option Exercise Price

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October 1, 2030

Brad Burke, Chief Financial Officer

April 20, 2031

December 27, 2030

(1) Options granted on January

4, 2021, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(2) Options granted on December 28, 2020,

vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(3) Options granted on October

2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(4) Options granted on April 21, 2020,

vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(1) Options granted on

January 4, 2021, vests annually over three years.

(2) Options granted on

December 28, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(3) Options granted on

October 2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

Option Exercises and Stock Vested

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Chris Ludeman

Joseph Lahti (3)

Lyle Berman (4)

Greg Creed (5)

(1) On December 8, 2021, we issued

Bradley Berman 8,333 shares of common stock for annual director services.

The fair value of the common stock was $25,000 based on

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

(2) On December 8, 2021 and January

27, 2021, we issued Mr.

Ludeman a total of 13,333 and 6,400 shares of common stock, respectively, for annual director and audit committee

The aggregate fair value of the common stock was $80,000 based on the closing price of the Company’s common stock on the

respective grant dates.

On January 27, 2021, we granted Mr.

Ludeman an option to purchase 24,151 shares of common stock at an exercise

price of $6.25 per share.

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.

(3) On December 8, 2021, we issued

Lahti a total of 8,333 shares of common stock for annual director services.

Joe Mueller (1)

Tim Creed (1)

(1) On April 11, 2022, we issued Mr.

Mueller a total of 8,064 shares of common stock for annual director services.

The fair value of the common stock was $24,998 based on

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

(4) On December 8, 2021, we issued

Lyle Berman a total of 8,333 shares of common stock for annual director services.

The fair value of the common stock was $25,000 based

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

(5) On December 8, 2021, we issued

On April 11, 2022, we granted Mr.

Mueller an option

to purchase 24,151 shares of common stock at an exercise price of $3.10 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 153% and a call option value of $2.9574, was $71,423.

(2) On July 22, 2022, we issued Mr.

Creed a total of 6,410 shares of common stock for annual director services.

The fair value of the common stock was $25,000 based on

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

The fair value of the common stock was $25,000 based on the

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

On July 22, 2022, we granted Mr.

Creed an option to purchase

24,151 shares of common stock at an exercise price of $3.90 per share.

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

on a volatility rate of 137% and a call option value of $3.6166, was $87,346.

Directors are entitled to

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Percentage of Ownership

Claudia Goldfarb, Chief Executive Officer (2)

Brad Burke, Chief Financial Officer (3)

Claudia Goldfarb, Chief Executive Officer, Interim, Chief Financial Officer, Director (2)

Ira Goldfarb, Chairman of Board (3)

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Lyle Berman, Director (5)

Joseph Lahti, Director (7)

Greg Creed, Director (8)

Tim Creed, Director

Chris Ludeman, Director (6)

All Directors and Executive Officers as a Group (7 persons)

Neil Sell (10)

3300 Wells Fargo Center

90 South 7 th Street

Minneapolis, MN 55402

Morris Goldfarb (7)

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New York, NY 10018

__________________

* Indicates beneficial ownership of less than 1%.

(1) Except as pursuant to applicable

community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock

beneficially owned.

The total number of issued and outstanding shares and the total number of shares owned by each person does not include

unexercised warrants and stock options owned by parties other than for whom the calculation is presented, and is calculated as of March

(2) Includes 1,620,973 shares held in

the name of S-FDF, LLC, which is an entity that Ira owns with his spouse, Claudia Goldfarb, 58,824 shares held in joint tenancy and 225,000

shares which may be purchased pursuant to warrants exercisable within 60 days of March 15, 2022 that are jointly held with his spouse,

Claudia Goldfarb.

(3) Includes 3,750 shares which may

be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022.

(4) Includes 1,620,973 shares held in

the name of S-FDF, LLC, which is an entity that Claudia owns with her spouse, Ira Goldfarb, 58,824 shares held in joint tenancy and 225,000

shares which may be purchased pursuant to warrants exercisable within 60 days of March 15, 2022 that are jointly held with her spouse,

Ira Goldfarb.

(5) Includes 37,576 shares which may

be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022.

Includes 1,385 shares held by certain

trusts for the children of Mr.

Bradley Berman, and 6,196 shares owned by Mr.

(1) Except as pursuant to applicable community property laws, the

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

number of issued and outstanding shares and the total number of shares owned by each person does not include unexercised warrants and

stock options owned by parties other than for whom the calculation is presented, and is calculated as of March 31, 2023.

(2) Includes 1,620,973 shares held in the name of S-FDF, LLC, which

is an entity that Claudia owns with her spouse, Ira Goldfarb, 58,824 shares held in joint tenancy, 50,000 shares which may be purchased

pursuant to stock options exercisable within 60 days of March 31, 2023, and 250,000 shares which may be purchased pursuant to warrants

exercisable within 60 days of March 31, 2023 that are jointly held with her spouse, Ira Goldfarb.

(3) Includes 1,620,973 shares held in the name of S-FDF, LLC, which

is an entity that Ira owns with his spouse, Claudia Goldfarb, 58,824 shares held in joint tenancy, and 50,000 shares which may be purchased

pursuant to stock options exercisable within 60 days of March 31, 2023.

Also includes 1,087,500 shares which may be purchased pursuant

to warrants exercisable within 60 days of March 31, 2023, 250,000 of which are jointly held with his spouse, Claudia Goldfarb, 812,500

of which are held by Mr.

Goldfarb's irrevocable trust, and 25,000 of which are held by IG Union Bower, for which Mr.

Goldfarb is the

beneficial owner.

(4) Includes 16,157 shares which may be purchased pursuant to stock

options exercisable within 60 days of March 31, 2023, and 26,250 shares which may be purchased pursuant to warrants exercisable within

60 days of March 31, 2023.

Also includes 23,735 shares held by certain trusts for the children of Mr.

Bradley Berman, and 6,196

shares owned by Mr.

Bradley Berman’s spouse.

(6) Includes 112,491 shares which may

be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022.

Does not include 123,910 shares held

by trusts for the children of Mr.

(5) Includes 15,824 shares which may be purchased pursuant to stock

options exercisable within 60 days of March 31, 2022, and 581,250 shares which may be purchased pursuant to warrants exercisable within

60 days of March 31, 2023.

Does not include 123,910 shares held by trusts for the children of Mr.

Lyle Berman, for which Mr.

Neil Sell and Mr.

Gary Raimist are co-trustees.

(7) Includes 12,363 shares which may

be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022, and 666 shares held by Mr.

(8) Includes 50,000 shares held by the

Creed Revocable Living Trust, for which Mr.

Creed is trustee.

(9) Includes 50,000 shares held by Christopher

Ludeman JTWROS.

(10) Includes 50 shares which may be

purchased pursuant to stock warrants exercisable within 60 days of March 15, 2022, and includes an aggregate of 210,026 shares owned by

certain trusts, for which Mr.

Sell is trustee and inclusive of 123,908 shares for which Mr.

Sell is a co-trustee with Mr.

Does not include 600 shares held by Mr.

Sell’s spouse, for which Mr.

Sell disclaims beneficial ownership.

(11) Includes 150,000 shares held by

Sirrom, LLC, for which Morris Goldfarb is the beneficial ownership.

Raimist is trustee.

(6) Includes 97,058 shares held by Christopher R.

Includes 16,101 shares which may be purchased pursuant to stock options exercisable within 60 days of March 31, 2023.

(7) Includes 150,000 shares held by Sirrom, LLC, for which Morris Goldfarb

is the beneficial ownership.

CERTAIN RELATIONSHIPS AND RELATED

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Related Party Transactions

Debt Financing

On August 23, 2022, we

closed on an offering to sell up to $2,500,000 of promissory notes and warrants to purchase an aggregate 625,000 shares of the Company’s

common stock, exercisable over a ten-year period at a price of $2.60 per share, representing 25,000 warrant shares per $100,000 of Notes

The notes mature on August 23, 2025.

Interest on the Notes accrue at a rate of 8% per annum, payable on January 1, 2025.

Loans may be advanced to the Company from time to time from August 23, 2023 to the Maturity Date.

On December 21, 2022 and September 29,

2022, the Company received aggregate proceeds of $250,000 and $750,000 from two of the Company’s Directors on the sale of these

notes and warrants.

8, 2022 , the Company closed a private placement and concurrently entered into a Note and Warrant

Purchase Agreement (the “Purchase Agreement”) to sell an aggregate $3,700,000

of Promissory Notes (the “Notes”) and warrants (the “Warrants”)

to purchase an aggregate 925,000 shares of common stock, representing 25,000 warrant shares per

$100,000 of promissory notes.

Accrued interest on the Notes was payable semi-annually beginning September 30, 2022 at the rate

of 6% per annum, but on August 23, 2022, the notes were amended to update the terms of the interest payment to be payable at the

earlier of the maturity date or January 1, 2025, rather than being paid semi-annually.

The principal amount of the Notes mature and become

due and payable on April 8, 2025.

The Warrants are exercisable immediately and for a period of 10 years at a price of $2.35 per share.

Proceeds to the Company from the sale of the Securities were $3,700,000.

The Company may redeem outstanding warrants prior to their expiration,

at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00

per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption.

Assuming full exercise thereof, further proceeds to the Company from the exercise of the Warrant Shares is calculated as $2,173,750.

Offering closed simultaneously with execution of the Purchase Agreement.

Of the aggregate $3,700,000 of Notes, a total of $3,120,000 of

Notes were sold to officers or directors, along with 780,000 of the Warrants.

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.

O n 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 Awarded Pursuant to Business Combination

On October 1, 2020, the

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

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

The issuance represented 41.18% of the Company’s issued

and outstanding common stock at the time.

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

common stock on the date of grant.

of Seller Shares to be issued was subject to adjustment, as specified in the amended Asset Purchase Agreement, based on the extent to

which the amount of cash proceeds held by the Company, as derived from the sale of the Company’s holdings of Allied Esports Entertainment

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

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

The combined issuances represented

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

The fair value of the 500,673

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

Payable as of December 31, 2020.

Common Stock Issued to Officers for Services,

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price of the Company’s common stock on the dates 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

at December 31, 2020.

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

the closing price of the Company’s common stock on the date of grant , was presented as Common Stock Payable as of December 31,

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 at December 31, 2020.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively,

based on the closing price of the Company’s common stock on the date of grant , was presented as Common Stock Payable

as of December 31, 2020 .

Common Stock Issued to Directors for Services

December 8, 2021, the Company issued an aggregate 41,665 shares of common stock amongst its five Directors for annual services

to be rendered.

The aggregate fair value of the common stock was $125,000, based on the closing price of the Company’s common stock

on the date of grant.

The shares were expensed upon issuance.

On July 22, 2022, the

Company accepted Mr.

Joseph Lahti’s resignation from the Board of Directors and appointed Tim Creed as a member of the Board.

to the Company’s Non-Employee Director Compensation Plan, Mr.

Creed received 6,410 shares of common stock as compensation.

to the Company’s 2020 Stock Incentive Plan (the “2020 Equity Plan”), Mr.

Creed was also granted options to purchase

24,151 shares of the Company’s common stock at an exercise price of $3.90 per share.

These options will vest 20% as of July 22,

2023 and 20% each anniversary thereafter until fully vested.

On April 11, 2022, the

Company appointed Joe Mueller as a member of the Board of Directors and Audit Committee.

Pursuant to the Company’s Non-Employee

Director Compensation Plan, Mr.

Mueller received 8,064 shares of common stock as compensation.

Pursuant to the Company’s 2020 Equity

Mueller was also granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $3.10

These options will vest 20% as of April 11, 2023 and 20% each anniversary thereafter until fully vested.

On March 25, 2022, a newly appointed advisory

board member was granted options to purchase an aggregate 6,382 shares of the Company’s common stock, having an exercise price of

$2.35 per share, exercisable over a 10-year term.

The options will vest 20% on each anniversary over a five-year period, until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 406% and a call option value of $2.2584, was

On December 8, 2021,

the Company issued an aggregate 41,665 shares of common stock amongst its five Directors for annual services to be rendered.

The aggregate

fair value of the common stock was $125,000, based on the closing price of the Company’s common stock on the date of grant.

shares were expensed upon issuance.

On December 8, 2021,

the Company issued an additional 5 ,000 shares to Mr.

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

On October 1, 2020,

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

The aggregate

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

shares were expensed upon issuance.

On October 1, 2020,

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

Benjamin Oehler, for Audit Committee Chair services.

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

were expensed upon issuance.

Options Granted for Services to Officers and

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

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 193% and a call option value of $5.4381, was $149,547.

are being expensed over the vesting period, resulting in $20,814 of stock-based compensation expense during the year ended December 31,

As of December 31, 2021, a total of $128,733 of unamortized expenses are expected to be expensed over the vesting period.

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

On January 27, 2021, one of our Directors, Mr.

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$396,278 of unamortized expenses are expected to be expensed over the vesting period.

On December 28, 2020, (a) Mr.

Burke was granted

options to purchase 20,000 shares of the Company’s common stock, (b) Ira Goldfarb was granted options to purchase 16,500 shares

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

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

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

The Executive Option Grants will vest

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

The aggregate estimated value using the Black-Scholes

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

The options are being expensed

over the vesting period, resulting in $41,923 and $344 of stock-based compensation expense during the years ended December 31, 2021 and

2020, respectively.

As of December 31, 2021, a total of $167,918 of unamortized expenses are expected to be expensed over the vesting

On October 2, 2020, the Company’s Board

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

common stock to several officers, directors, and employees at an exercise price of $5.25 per share, which represents the closing price

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

The options are exercisable over a ten-year term, and

vest 60% on the 3 rd anniversary of the grant date and 20% each anniversary thereafter, until fully vested.

The aggregate estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 532.91% and a call option value of $5.2102, was $600,473.

options are being expensed over the vesting period, resulting in $104,485 and $27,667 of stock-based compensation expense during the years

ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, a total of $421,760 of unamortized expenses are expected to be

expensed over the vesting period.

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

Name and Title at Time of Grant

Shares Granted

Ira Goldfarb, Chairman of the Board and Director

Claudia Goldfarb, Chief Executive Officer

On October 1, 2020, one of our Directors, Mr.

Greg Creed, was granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $6.00 per share,

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

These options will

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

The estimated value using the Black-Scholes Pricing

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

The options are being expensed over the

vesting period, resulting in $26,605 and $6,633 of stock-based compensation expense during the years ended December 31, 2021 and 2020,

respectively.

As of December 31, 2021, a total of $110,846 of unamortized expenses are expected to be expensed over the vesting period.

On February 26, 2020, the Company’s Board

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

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

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

The aggregate estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 147.98% and a call option value of $3.7354, was $896,506.

The options are being expensed over the

vesting period, resulting in $105,792 and $408,964 of stock-based compensation expense during the years ended December 31, 2021 and 2020,

respectively.

As of December 31, 2021, a total of $227,936 of unamortized expenses are expected to be expensed over the vesting period.

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

Name and Title at Time of Grant

Shares Granted

Ken DeCubellis, former Chief Executive Officer and former Interim Chief Financial Officer

Michael Eisele, former Chief Operating Officer

Bradley Berman, Director

Joseph Lahti, Director

Benjamin Oehler, former 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.

Warrants Granted

31, 2021, the Company closed a private placement and concurrently entered into a Note and Warrant Purchase Agreement with related parties

to sell an aggregate $2,075,000 of promissory notes, bearing 8% interest, and warrants to purchase an aggregate 311,250 shares of common

stock, representing 15,000 warrant shares per $100,000 of promissory notes.

The warrants are exercisable at a price of $2.21 per share

over a ten-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call

option value of $2.25, was $699,213.

December 31, 2021, the Company closed a private placement and concurrently entered into a Note and Warrant Purchase Agreement with related

parties to sell an aggregate $2,075,000 of promissory notes, bearing 8% interest, and warrants to purchase an aggregate 311,250 shares

of common stock, representing 15,000 warrant shares per $100,000 of promissory notes.

The warrants are exercisable at a price of $2.21

per share over a ten-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and

a call option value of $2.25, was $699,213.

The warrants will be expensed as a debt discount over the life of the loans.

The officers, directors

and related parties receiving grants and the amounts of such grants were as follows:

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

Stock Warrant

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Gutierrez, brother of the Company’s Chief Executive Officer

In consideration for four officers and director’s

willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the Guarantors (the “Guarantor Warrants”)

for the purchase of the Company’s common stock on March 12, 2020.

The Guarantor Warrants entitle each Guarantor to purchase 26,250

shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $4.00 per share.

The Guarantor Warrants

expire on March 12, 2030.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 146% and a call option

value of $3.59, was $377,440.

The warrants were expensed as a debt discount during the year ended December, 31, 2020.

The officers and

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

In consideration for

four officers and director’s willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the

Guarantors (the “Guarantor Warrants”) for the purchase of the Company’s common stock on March 12, 2020.

The Guarantor

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

price of $4.00 per share.

The Guarantor Warrants expire on March 12, 2030.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 146% and a call option value of $3.59, was $377,440.

The warrants were expensed as a debt discount

during the year ended December, 31, 2020.

The officers and directors receiving grants and the amounts of such

grants were as follows:

Stock Warrant

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Benjamin Oehler, former Director

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 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:

During the year ended December

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

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

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

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

the granted shares.

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

Lease Agreement

147 unchanged sentences

on January 10, 2020)

HREF="http://www.sec.gov/Archives/edgar/data/1490161/000168316821001122/sowgood_ex0409.htm" STYLE="-sec-extract:

exhibit" Amendment to 2020 Stock Incentive Plan,

Amendment to 2020 Stock Incentive Plan,

dated October 1, 2020 (incorporated by reference to Exhibit 4.9 of the Form 10-K filed

16 unchanged sentences

on January 4, 2022)

Form of April 2022 Common Stock Warrant (incorporated by reference

to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on April 14, 2022)

Form of August 2022 Common Stock Warrant (incorporated by reference

to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on August 25, 2022)

of Voting Agreement used in connection with our private placement which closed on December 16, 2010 (incorporated by

26 unchanged sentences

on August 11, 2020)

Employment Agreement, dated December 28, 2020,

between Brad Burke and Sow Good Inc.

(incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange

Commission by Black Ridge Oil & Gas, Inc.

on January 4, 2021)

Stock Purchase Agreement dated February 5, 2021,

21 unchanged sentences

on March 31, 2021)

Separation Agreement and Release, dated May 3, 2022, between Brad Burke

and Sow Good Inc.

(incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by

Sow Good Inc.

on May 3, 2022)

Stock Purchase Agreement, dated July 2, 2021, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

4 unchanged sentences

on January 4, 2022)

Form of Note and Warrant Purchase Agreement, dated April 8, 2022, by and among Sow Good Inc.

and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on April 14, 2022)

Form of April 2022 Promissory Note (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on April 14, 2022)

First Amendment to April 2022 Promissory Note, dated August 23, 2022, by and among Sow Good Inc.

and the Required Note Holders named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on August 25, 2022)

Form of Note and Warrant Purchase Agreement, dated August 23, 2022, by and among Sow Good Inc.

and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on August 25, 2022)

Form of August 2022 Promissory Note (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on August 25, 2022)

Power of Attorney (including on signature pages)

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Certification of

Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or

Certification of

Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

its behalf by the undersigned, thereunto duly authorized.

March 29, 2022

April 14, 2023

SOW GOOD INC.

2 unchanged sentences

(Principal Executive Officer)

/ s/ Brad Burke

Brad Burke, Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

13 unchanged sentences

Claudia Goldfarb

March 29, 2022

Claudia Goldfarb, Chief Executive Officer

April 14, 2023

Claudia Goldfarb, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer)

/s/ Brad Burke

March 29, 2022

Brad Burke, Chief Financial Officer

(Principal Financial Officer)

/s/ Ira Goldfarb

March 29, 2022

April 14, 2023

Ira Goldfarb, Executive Chairman

/s/ Bradley Berman

March 29, 2022

April 14, 2023

Bradley Berman, Director

/s/ Lyle Berman

March 29, 2022

April 14, 2023

Lyle Berman, Director

/s/ Joseph Lahti

March 29, 2022

Joseph Lahti, Director

April 14, 2023

Joe Mueller, Director

/s/ Chris Ludeman

March 29, 2022

April 14, 2023

Chris Ludeman, Director

April 14, 2023

Tim Creed, Director

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

What changed 10-K

Item 9A. Controls and Procedures