UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

~~[ X ]~~☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended September 30, ~~2020~~2021

~~[ ]~~☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________

Commission File Number 000-53952

SOW GOOD INC.

(Exact name of registrant as specified in its ~~charter)~~charter)

Nevada

(State or other jurisdiction of incorporation or organization)

27-2345075

(I.R.S. Employer Identification No.)

1440 N. Union Bower, Irving, TX75061

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: ~~(214)~~ (214) 623-6055

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

~~[ X ]~~

~~[__]~~ ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒

~~[X]~~

~~[__]~~ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	~~[___]~~☐	Accelerated filer	~~[___]~~☐
Non-accelerated filer	~~[___]~~☐	Smaller reporting company	~~[_X_]~~☒
Emerging growth company	~~[___]~~☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[___]~~☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

~~[__]~~

~~[_X_]~~☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	~~ANFC~~SOWG	OTCQB

The number of shares of registrant’s common stock outstanding as of November ~~10, 2020~~12, 2021 was ~~2,743,759.~~

4,750,820.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Balance Sheets as of September 30, ~~2020~~2021 (Unaudited) and December 31, ~~2019~~2020	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	2
	Unaudited Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	4
	Notes to the Condensed Financial Statements (Unaudited)	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1924
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2732
ITEM 4.	CONTROLS AND PROCEDURES	2732

PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	2833
ITEM 1A.	RISK FACTORS	2833
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3133
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3133
ITEM 4.	MINE SAFETY DISCLOSURES	3134
ITEM 5.	OTHER INFORMATION	3234
ITEM 6.	EXHIBITS	3234
	SIGNATURES	3335

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

CONDENSED BALANCE SHEETS


							September 30,			December 31,
		September 30,			December 31,		2021			2020
		2020			2019		(Unaudited)
ASSETS		(Unaudited)

Current assets:
Cash	$	417,109		$	108,756
Investment in Allied Esports Entertainment, Inc. securities		2,242,207			6,982,300
Receivable from Allied Esports Entertainment, Inc.		–			505
Cash and cash equivalents							$	2,580,489		$	1,912,729
Accounts receivable								8,020			0
Investment in Allied Esports Entertainment, Inc.								0			280,417
Prepaid expenses		25,684			47,151			81,420			56,427
Inventory								1,162,470			141,371
Total current assets		2,685,000			7,138,712			3,832,399			2,390,944

Property and equipment:
Construction in progress								0			1,639,690
Property and equipment		–			134,202			3,141,795			497,494
Less accumulated depreciation		–			(127,803	)		(132,527	)		(2,612	)
Total property and equipment, net		–			6,399			3,009,268			2,134,572

Security deposit								10,000			10,000
Right-of-use asset								1,345,582			1,394,202
Goodwill								6,411,327			6,411,327

Total assets	$	2,685,000		$	7,145,111		$	14,608,576		$	12,341,045

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	110,569		$	35,727		$	187,944		$	273,862
Accounts payable, related party								0			51,253
Accrued expenses		262,532			14,220			174,602			257,806
Deferred compensation		–			1,396,460
Current portion of operating lease liabilities								44,394			39,870
Total current liabilities		373,101			1,446,407			406,940			622,791

Operating lease liabilities								1,366,259			1,399,868
Notes payable		262,925			–			150,000			262,925

Total liabilities		636,026			1,446,407			1,923,199			2,285,584

Commitments and contingencies		–			–			–			–

Stockholders' equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $0.001 par value, 500,000,000 shares authorized, 1,600,424 shares issued and outstanding		1,600			1,600
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding								0			0
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								4,728			2,743
Additional paid-in capital		37,825,774			37,054,503			53,273,798			44,748,859
Common stock payable, consisting of 11,585 and 535,729 shares at September 30, 2021 and December 31, 2020, respectively								33,017			1,982,197
Accumulated deficit		(35,778,400	)		(31,357,399	)		(40,626,166	)		(36,678,338	)
Total stockholders' equity		2,048,974			5,698,704			12,685,377			10,055,461

Total liabilities and stockholders' equity	$	2,685,000		$	7,145,111		$	14,608,576		$	12,341,045

See accompanying notes to unaudited condensed financial statements.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2020 2019 2020 2019

Management fee income $ – $ 153,279 $ – $ 153,279
Total revenues – 153,279 – 153,279

Operating expenses:
General and administrative expenses:
Salaries and benefits 483,050 279,621 936,304 910,191
Stock-based compensation 322,888 2,836,920 393,831 2,892,738
Professional services 130,234 40,287 327,090 79,978
Other general and administrative expenses 45,001 69,157 186,380 185,035
Total general and administrative expenses 981,173 3,225,985 1,843,605 4,067,942
Depreciation and amortization 380 131 1,030 754
Total operating expenses 981,553 3,226,116 1,844,635 4,068,696

Net operating loss (981,553 ) (3,072,837 ) (1,844,635 ) (3,915,417 )

Other income (expense):
Gain on deconsolidation of subsidiary – 26,322,687 – 26,322,687
Merger incentive expense – (5,874,000 ) – (5,874,000 )
Interest expense, including $-0- and $377,440 of warrants issued as a debt discount for the three and nine months ended September 30, 2020, respectively (1,695 ) – (384,456 ) –
Other income 14 – 16 51
Loss on disposal of property and equipment (5,369 ) – (5,369 ) –
Gain (loss) on investment in Allied Esports Entertainment, Inc. securities (1,503,601 ) 2,094,690 (2,186,557 ) 2,094,690
Total other income (expense) (1,510,651 ) 22,543,377 (2,576,366 ) 22,543,428

Net income (loss) before provision for income taxes (2,492,204 ) 19,470,540 (4,421,001 ) 18,628,011
Provision for income taxes – – – –
Net income (loss) from continuing operations, net of tax (2,492,204 ) 19,470,540 (4,421,001 ) 18,628,011
Net income from discontinued operations – (8,152,165 ) – (7,421,050 )
Net income (loss) before non-controlling interest (2,492,204 ) 11,318,375 (4,421,001 ) 11,206,961
Less net income attributable to redeemable non-controlling interest – (142,919 ) – (1,332,529 )
Net income (loss) attributable to Black Ridge Oil & Gas, Inc. $ (2,492,204 ) $ 11,175,456 $ (4,421,001 ) $ 9,874,432

Weighted average common shares outstanding - basic 1,600,424 1,600,424 1,600,424 1,600,424
Weighted average common shares outstanding - fully diluted 1,600,424 1,601,241 1,600,424 1,601,337

Net income per common share - basic $ (1.56 ) $ 6.98 $ (2.76 ) $ 6.17
Net income per common share - fully diluted $ (1.56 ) $ 6.98 $ (2.76 ) $ 6.17


	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020

Revenues	$	21,137		$	0		$	28,213		$	0
Cost of goods sold		19,396			0			24,295			0
Gross profit		1,741			0			3,918			0

Operating expenses:
General and administrative expenses:
Salaries and benefits		936,783			805,938			2,610,884			1,330,135
Professional services		108,186			130,234			270,779			327,090
Other general and administrative expenses		472,369			45,001			1,183,453			186,380
Total general and administrative expenses		1,517,338			981,173			4,065,116			1,843,605
Depreciation and amortization		64,863			380			129,915			1,030
Total operating expenses		1,582,201			981,553			4,195,031			1,844,635

Net operating loss		(1,580,460	)		(981,553	)		(4,191,113	)		(1,844,635	)

Other income (expense):
Interest expense, including $377,440 of warrants issued as a debt discount for the nine months ending September 30, 2020		(1,697	)		(1,695	)		(4,431	)		(384,456	)
Other income		0			14			0			16
Loss on disposal of property and equipment		0			(5,369	)		0			(5,369	)
Gain on early extinguishment of debt		0			0			113,772			0
Gain (loss) on investment in Allied Esports Entertainment, Inc.		0			(1,503,601	)		133,944			(2,186,557	)
Total other income (expense)		(1,697	)		(1,510,651	)		243,285			(2,576,366	)

Net loss	$	(1,582,157	)	$	(2,492,204	)	$	(3,947,828	)	$	(4,421,001	)

Weighted average common shares outstanding - basic and fully diluted		4,645,393			1,600,424			4,093,882			1,600,424
Net loss per common share - basic and fully diluted	$	(0.34	)	$	(1.56	)	$	(0.96	)	$	(2.76	)

See accompanying notes to unaudited condensed financial statements.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

For the Three Months Ended September 30, 2019
Additional Total
Common Stock Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, June 30, 2019 1,600,424 $ 1,600 $ 37,009,795 $ (36,788,926 ) $ 222,469
Common stock options granted for services to employees and directors – – 27,887 – 27,887
Net income attributable to Black Ridge Oil & Gas, Inc. – – – 11,175,456 11,175,456
Balance, September 30, 2019 1,600,424 $ 1,600 $ 37,037,682 $ (25,613,470 ) $ 11,425,812


	For the Three Months Ended September 30, 2020
					Additional		Common					Total
	Common Stock				Paid-in		Stock		Accumulated			Stockholders'
	Shares		Amount		Capital		Payable		Deficit			Equity
Balance, June 30, 2020		1,600,464	$	1,600	$	37,502,886	$	–	$	(33,286,196	)	$	4,218,290
Common stock options granted to employees and directors for services		–		–		322,888		–		–			322,888
Net income for the nine months ended September 30, 2020		–		–		–		–		(2,492,204	)		(2,492,204	)
Balance, September 30, 2020		1,600,464	$	1,600	$	37,825,774	$	–	$	(35,778,400	)	$	2,048,974

For the Three Months Ended September 30, 2020
Additional Total
Common Stock Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, June 30, 2020 1,600,424 $ 1,600 $ 37,502,886 $ (33,286,196 ) $ 4,218,290
Common stock options granted for services to employees and directors – – 322,888 – 322,888
Net loss attributable to Black Ridge Oil & Gas, Inc. – – – (2,492,204 ) (2,492,204 )
Balance, September 30, 2020 1,600,424 $ 1,600 $ 37,825,774 $ (35,778,400 ) $ 2,048,974

	For the Three Months Ended September 30, 2021
					Additional		Common						Total
	Common Stock				Paid-in		Stock			Accumulated			Stockholders'
	Shares		Amount		Capital		Payable			Deficit			Equity
Balance, June 30, 2021		3,978,194	$	3,978	$	49,911,440	$	2,524,732		$	(40,626,166	)	$	13,342,580
Common stock sales for cash to officers and directors		430,733		431		1,830,190		(1,474,996	)		–			355,625
Common stock sales for cash		283,968		284		1,206,606		(997,140	)		–			209,750
Common stock issued to officers and directors for services		34,755		35		179,996		(19,579	)		–			160,452
Common stock options granted to officers and directors for services		–		–		135,804		–			–			135,804
Common stock options granted to employees for services		–		–		9,762		–			–			9,762
Net loss for the three months ended September 30, 2021		–		–		–		–			(1,582,157	)		(1,582,157	)
Balance, September 30, 2021		4,727,650	$	4,728	$	53,273,798	$	33,017		$	(40,626,166	)	$	12,685,377

For the Nine Months Ended September 30, 2019
Additional Total
Common Stock Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, December 31, 2018 1,600,424 $ 1,600 $ 36,953,977 $ (35,487,902 ) $ 1,467,675
Common stock options granted for services to employees and directors – – 83,705 – 83,705
Net income attributable to Black Ridge Oil & Gas, Inc. – – – 9,874,432 9,874,432
Balance, September 30, 2019 1,600,424 $ 1,600 $ 37,037,682 $ (25,613,470 ) $ 11,425,812

	For the Nine Months Ended September 30, 2020
					Additional		Common					Total
	Common Stock				Paid-in		Stock		Accumulated			Stockholders'
	Shares		Amount		Capital		Payable		Deficit			Equity
Balance, December 31, 2019		1,600,464	$	1,600	$	37,054,503	$	–	$	(31,357,399	)	$	5,698,704
Common stock options granted to employees and directors for services		–		–		393,831		–		–			393,831
Common stock warrants granted to employees and directors for personal guaranty on debt		–		–		377,440		–		–			377,440
Net loss for the nine months ended September 30, 2020		–		–		–		–		(4,421,001	)		(4,421,001	)
Balance, September 30, 2020		1,600,464	$	1,600	$	37,825,774	$	–	$	(35,778,400	)	$	2,048,974

For the Nine Months Ended September 30, 2020
Additional Total
Common Stock Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, December 31, 2019 1,600,424 $ 1,600 $ 37,054,503 $ (31,357,399 ) $ 5,698,704
Common stock options granted for services to employees and directors – – 393,831 – 393,831
Common stock warrants granted to employees and directors for personal guaranty on debt – – 377,440 – 377,440
Net loss attributable to Black Ridge Oil & Gas, Inc. – – – (4,421,001 ) (4,421,001 )
Balance, September 30, 2020 1,600,424 $ 1,600 $ 37,825,774 $ (35,778,400 ) $ 2,048,974

	For the Nine Months Ended September 30, 2021
					Additional		Common						Total
	Common Stock				Paid-in		Stock			Accumulated			Stockholders'
	Shares		Amount		Capital		Payable			Deficit			Equity
Balance, December 31, 2020		2,742,890	$	2,743	$	44,748,859	$	1,982,197		$	(36,678,338	)	$	10,055,461
Common stock issued on subscriptions payable for the purchase of S-FDF, LLC assets		500,973		501		1,853,099		(1,853,600	)		–			–
Common stock sales for cash to officers and directors		655,733		656		2,729,965		–			–			2,730,621
Common stock sales for cash		690,218		690		2,831,200		–			–			2,831,890
Common stock issued to officers and directors for services		133,836		134		683,648		(95,580	)		–			588,202
Common stock issued to employees and consultants for services		4,000		4		19,996		–			–			20,000
Common stock options granted to officers and directors for services		–		–		373,580		–			–			373,580
Common stock options granted to employees for services		–		–		33,451		–			–			33,451
Net loss for the nine months ended September 30, 2021		–		–		–		–			(3,947,828	)		(3,947,828	)
Balance, September 30, 2021		4,727,650	$	4,728	$	53,273,798	$	33,017		$	(40,626,166	)	$	12,685,377

See accompanying notes to unaudited condensed financial statements.

~~BLACK RIDGE OIL & GAS,~~

SOW GOOD INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Nine Months
Ended September 30,
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) attributable to Black Ridge Oil & Gas, Inc. $ (4,421,001 ) $ 9,874,432
Net income from discontinued operations – 7,421,050
Net loss attributable to redeemable non-controlling interest – 1,332,529
Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc.
to net cash used in operating activities:
Gain on deconsolidation of subsidiary – (26,322,687 )
Merger incentive expense – 5,874,000
Depreciation and amortization 1,030 754
Loss on disposal of property and equipment 5,369 –
(Gain) Loss on investment in Allied Esports Entertainment, Inc. securities, net 2,186,557 (2,094,690 )
Amortization of stock options 393,831 83,705
Amortization of stock warrants issued as a debt discount 377,440 –
Deferred compensation – 2,809,033
Decrease (increase) in current assets:
Accounts receivable – 13
Accounts receivable, related party 505 (181,211 )
Prepaid expenses 21,467 17,863
Increase (decrease) in current liabilities:
Accounts payable 74,842 16,481
Accrued expenses 248,312 28,136
Net cash used in operating activities of continuing operations (1,111,648 ) (1,140,592 )
Net cash used in operating activities of discontinued operations – (8,618,568 )
Net cash used in operating activities (1,111,648 ) (9,759,160 )

CASH FLOWS FROM INVESTING ACTIVITIES
Cash disposed in deconsolidation – (9,991,684 )
Purchase of property and equipment – (809 )
Proceeds received from sale of investment in Allied Esports Entertainment, Inc. securities 1,157,076 –
Net cash provided by (used in) investing activities of continuing operations 1,157,076 (9,992,493 )
Net cash provided by investing activities of discontinued operations – 16,880,792
Net cash provided by investing activities 1,157,076 6,888,299

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from notes payable 802,025 –
Repayments on notes payable (539,100 ) –
Net cash provided by financing activities from continuing operations 262,925 –
Net cash provided by financing activities from discontinued operations – 1,431,974
Net cash provided by financing activities 262,925 1,431,974

NET CHANGE IN CASH AND CASH EQUIVALENTS 308,353 (1,438,887 )
CASH AT BEGINNING OF PERIOD 108,756 1,503,500
CASH AT END OF PERIOD $ 417,109 $ 64,613

SUPPLEMENTAL INFORMATION:
Interest paid $ 4,895 $ –
Income taxes paid $ – $ 751,630

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of debt discounts attributable to warrants $ 377,440 $ –
Value of investment in securities distributed to board members and employees $ 1,133,281 $ –
Recognition of subsidiary equity upon deconsolidation $ – $ 8,498,212
BRAC Redemptions of redeemable preferred stock from trust account $ – $ 126,205,985
BRAC redeemable preferred stock transferred to equity $ – $ 15,865,798
BRAC stock issued in merger $ – $ 51,632,255
BRAC stock issued to settle intercompany debt $ – $ 19,300,000
BRAC loan and accrued interest assumed to settle intercompany debt $ – $ 10,992,877
BRAC stock issued to settle liabilities $ – $ 5,917,500


	For the Nine Months
	Ended September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,947,828	)	$	(4,421,001	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		129,915			1,030
Loss on disposal of property and equipment		0			5,369
(Gain) loss on investment in Allied Esports Entertainment, Inc.		(133,944	)		2,186,557
Gain on early extinguishment of debt		(113,772	)		0
Common stock issued to officers and directors for services		588,202			0
Common stock issued to consultants for services		20,000			0
Amortization of stock options		407,031			393,831
Amortization of stock warrants issued as a debt discount		0			377,440
Decrease (increase) in current assets:
Accounts receivable		(8,020	)		505
Prepaid expenses		(24,993	)		21,467
Inventory		(1,021,099	)		0
Right- of- use asset		48,620			0
Increase (decrease) in current liabilities:
Accounts payable		(137,171	)		74,842
Accrued expenses		(82,357	)		248,312
Lease liabilities		(29,085	)		0
Net cash used in operating activities		(4,304,501	)		(1,111,648	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds received from sale of investment in Allied Esports Entertainment, Inc. securities		414,361			1,157,076
Purchase of property and equipment		(1,004,611	)		0
Net cash provided by (used in) investing activities		(590,250	)		1,157,076

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from notes payable		0			802,025
Repayments on notes payable		0			(539,100	)
Proceeds received from the sale of common stock and subscriptions payable		5,562,511			0
Net cash provided by financing activities		5,562,511			262,925

NET CHANGE IN CASH AND CASH EQUIVALENTS		667,760			308,353
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,912,729			108,756
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,580,489		$	417,109

SUPPLEMENTAL INFORMATION:
Interest paid	$	0		$	4,895
Income taxes paid	$	0		$	0

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of debt discounts attributable to warrants	$	0		$	377,440
Value of investment in securities distributed to board members and employees	$	0		$	1,133,281

See accompanying notes to unaudited condensed financial statements.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Organization and Nature of Business

Effective ~~April 2, 2012, Ante5, Inc.~~January 21, 2021, we changed ~~its corporate~~our name tofrom Black Ridge Oil & Gas, Inc.~~, and continues~~ to Sow Good Inc. (“SOWG,” “Sow Good,” or the “Company”). Our common stock is traded on the OTCQB under the trading symbol “SOWG”. At that time, our common stock started to be quoted on the OTCQB under the trading symbol “SOWG”, from the former trading symbol “ANFC”. ~~Black Ridge Oil & Gas, Inc. (formerly~~Prior to April 2, 2012, the Company name was Ante5, Inc.~~) (the “Company” and “BROG”)~~, which became an independent company in April 2010. We became a publicly traded company when our shares began trading on July 1, 2010. From October 2010 through August 2019, we had been engaged in the business of acquiring oil and gas leases and participating in the drilling of wells in the Bakken and Three Forks trends in North Dakota and Montana ~~and /or~~and/or managing similar assets for third parties.

On September 26, 2017, the Company finalized an equity raise utilizing a rights offering and backstop agreement, raising net proceeds of ~~$5,051,675~~$5,051,675 and issuing 1,439,400 shares. The proceeds were used to sponsor a special purpose acquisition company, discussed below, with the remainder for general corporate purposes.

On October 10, 2017, the Company’s sponsored special purpose acquisition company, Black Ridge Acquisition Corp. (“BRAC”), completed an IPO raising ~~$138,000,000~~$138,000,000 of gross proceeds (including proceeds from the exercise of an over-allotment option by the underwriters on October 18, 2017). In addition, the Company purchased 445,000 BRAC units at ~~$10.00~~$10.00 per unit in a private placement transaction for a total contribution of ~~$4,450,000~~$4,450,000 in order to fulfill its obligations in sponsoring BRAC, a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. BRAC’s efforts to identify a prospective target business were not limited to a particular industry or geographic region. Following the IPO and over-allotment, BROG owned ~~22%~~22% of the outstanding common stock of BRAC and managed BRAC’s operations via a management services agreement. On December 19, 2018, BRAC entered into a business combination agreement, which subsequently closed on August 9, 2019.

On October 1, 2020, the Company completed its acquisition of S-FDF, LLC pursuant to an Asset Purchase ~~Agreement detailed in Footnote 15, Subsequent Events.~~Agreement. In connection with the closing of the Asset Purchase Agreement, the Company acquired ~~$2.5~~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.

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 ~~currently owns 1,779,529~~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 ~~Allied Esports Entertainment, Inc. (NASDAQ: AESE),~~$4.25 in a private placement. Investors in the ~~surviving entity after BRAC’s business combination (“Sponsor Shares”), after selling 368,871 shares for total~~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 ~~$1,282,067, selling warrants to purchase 505,000 shares of AESE (NASDAQ: AESEW) (“Sponsor Warrants”) for total proceeds of $73,668,~~pursuing larger business-to-business relationships, as well as funding incremental capital expenditures and ~~distributing 537,100 Sponsor Shares on August 9, 2020 to employees and directors~~general operating expenses.

On July 23, 2021, we launched six new gluten-free granola products under the ~~2018 Management Incentive Plan, dated March 6, 2018.~~Sow Good brand. Sow Good’s granola products are made with health-conscious ingredients such as freeze-dried fruit, almonds, hemp hearts, and coconut oil. Granola products are initially being sold direct-to-consumer and will later be targeted to the business-to-business segment.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 2 – Basis of Presentation and Significant Accounting Policies

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed financial statements be read in conjunction with the audited financial statements for the year ended December 31, ~~2019,~~2020, which were included in our Annual Report on Form ~~10-K/A.~~10-K. The Company follows the same accounting policies in the preparation of interim reports.

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

~~Reclassifications~~

In the prior year, the income, expense and cash flows from Black Ridge Acquisition Corp., a wholly-owned subsidiary formed on October 10, 2017, which was consolidated as a variable interest entity through August 9, 2019, the date that BRAC completed a business combination with Allied Esports Entertainment, Inc. (“AESE”), were consolidated and have been retrospectively classified as discontinued operations. In addition, prior period investment in Allied Esports Entertainment, Inc. securities of $6,982,300 were reclassified from long term assets to current assets to conform to current period presentation.

~~Use of Estimates~~

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Environmental Liabilities~~

The Company was formerly a direct owner of assets in the oil and gas industry. Oil and gas companies are subject, by their nature, to environmental hazard and clean-up costs. At this time, management knows of no substantial losses from environmental accidents or events which would have a material effect on the Company.

~~Cash in Excess of FDIC Limits~~

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current regulations. The Company didn’t have any cash in excess of SIPC insured limits at September 30, 2020, and has not experienced any losses in such accounts.

~~Income Taxes~~

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

~~Basic and Diluted Earnings (Loss) Per Share~~

Basic earnings (loss) per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method.

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

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

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Weighted average common shares outstanding – basic 1,600,424 1,600,424 1,600,424 1,600,424
Plus: Potentially dilutive common shares:
Common stock warrants – 817 – 913
Weighted average common shares outstanding – diluted 1,600,424 1,601,241 1,600,424 1,601,337

For the three and nine months ended September 30, 2020, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 35,488 three and nine months ended September 30, 2019.

Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement (“ASC 820”). Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.

Use of Estimates

Cash in Excess of FDIC Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current regulations. The Company 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.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Property and Equipment

Property and equipment are ~~recorded~~stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method ~~over their~~based on the lesser of the estimated useful lives of ~~three to seven years. Expenditures for replacements, renewals,~~the assets or the lease term based on the following life expectancy:

Schedule of estimated useful lives of assets
Software	3 years, or over the life of the agreement
Office equipment	5 years
Furniture and fixtures	5 years
Machinery and equipment	7-10 years
Intangible assets	10 years
Leasehold improvements	Fully extended lease-term

Repairs and ~~betterments are capitalized. Maintenance and repairs~~maintenance expenditures are charged to operations as incurred. ~~Long-lived~~Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are ~~evaluated for impairment to determine if current circumstances~~retired or sold, the cost and ~~market conditions indicate the carrying amount may not be recoverable.~~related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. Depreciation expense was ~~$1,030~~$129,915 and ~~$754~~$1,030 for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

~~Revenue Recognition~~Impairment of Long-Lived Assets

~~The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606,~~Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized ~~revenue from management services through our previously consolidated Special Purpose Acquisition Company (“SPAC”), Black Ridge Acquisition Corp. until December 31, 2019.~~in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

~~Revenue was primarily generated from BRAC in~~Our intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the ~~form~~Company perpetually. We evaluate the recoverability of ~~management services performed within~~intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the ~~state~~asset may be impaired.

Inventory

Inventory, consisting of ~~Minnesota on a fixed fee basis. Revenue from~~raw materials, material overhead, labor, and manufacturing overhead, are stated at the ~~performance~~lower of ~~those services was recognized upon completion~~cost (first-in, first-out) or net realizable value and consists of the ~~services, at which time the services were delivered to the customer,~~following:

Schedule of inventory
	September 30,		December 31,
	2021		2020
Finished goods	$	242,877	$	0
Raw materials		207,400		141,371
Work in progress		654,972		0
Packaging materials		57,221		0
Total inventory	$	1,162,470	$	141,371

No reserve for obsolete inventories has been recognized, and collectability of the fee was reasonably assured. We typically required payment within thirty days of the completion of services. Management estimates an allowance for doubtful accounts based on the aging of its receivables.we have not yet commenced significant production.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Goodwill

The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s evaluation of goodwill completed during the year resulted in no impairment losses.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC” 606”). Under ASC 606, the Company recognizes revenue from the sale of its freeze-dried food products once operations commence, in accordance with a five-step model in which the Company will evaluate the transfer of promised goods or services and recognize revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company will perform the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. Revenue will be reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions will be dependent on customer pricing and promotional practices. The Company will record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates will be based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Basic and Diluted Earnings (Loss) Per Share

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

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Stock-based compensation was ~~$393,831~~$1,015,233 and ~~$83,705,~~$393,831, consisting entirely of expenses related to common stock and options issued for services for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~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~~$377,440 of expenses related to the amortization of warrants issued in consideration of personal guarantees provided for debt financing for the nine months ended September 30, 2020, using the Black-Scholes options pricing model and an effective term of 5 years based on the weighted average of the vesting periods and the stated term of the warrant grants and the discount rate on 5 year U.S. Treasury securities at the grant date were recognized as interest expense for the nine months ended September 30, 2020.

~~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 may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. Black Ridge Oil & Gas, Inc. has not yet undergone an examination by any taxing authorities.

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

~~Recent Accounting Pronouncements~~

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed below, management believes there have been no developments to recently issued accounting standards, including expected dates of adoption and estimated effects on our financial statements, from those disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2019.

~~In July 2018, the FASB issued ASU No. 2018-10,~~ ~~Codification Improvements to Topic 842, Leases~~. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company adopted this guidance effective January 1, 2019, and the standard did not have a material impact on the Company’s financial statements and related disclosures until the closing of the asset purchase with S-FDF, LLC on October 1, 2020.

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Income Taxes

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption.

In 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.

In May 2020, the SEC adopted final rules that amend the financial statement requirements for significant business acquisitions and dispositions. Among other changes, the final rules modify the significance tests and improve the disclosure requirements for acquired or to be acquired businesses and related pro forma financial information, the periods those financial statements must cover, and the form and content of the pro forma financial information. The final rules do not modify requirements for the acquisition and disposition of significant amounts of assets that do not constitute a business. The final rules were effective January 1, 2021. The Company has considered these final rules and updated its disclosures, as applicable.

In November 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 2019-12and its related amendments are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The provisions of this update did not have a material impact on the Company’s financial position or results of operations.

No other new accounting pronouncements, issued or effective during the period ended September 30, 2021, have had or are expected to have a significant impact on the Company’s financial statements.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 3 – Going Concern

As shown in the accompanying financial statements, as of September 30, ~~2020,~~2021, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ~~$35,778,400. As of September 30, 2020, the Company’s~~$40,626,166, and had cash on hand of $2,580,489. We are too early in our development stage to project revenue with a necessary level of certainty; therefore, we may not behave 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. The Company ~~is currently seeking sources of capital~~has commenced sales and continues to ~~fund~~develop its operations. In the ~~requirements of~~event sales do not materialize at the ~~Asset Purchase Agreement. The Company intends~~expected rates, management would seek additional financing or would attempt to ~~sell its AESE shares to continue as a going concern, however, there~~conserve cash by further reducing expenses. There can be no assurance ~~the share price~~that we will be sufficient to sustain operations, therefore the Company may be dependent upon its ability to secure equity and/or debt financing and there are also no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.successful in achieving these objectives.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising additional capital.

Note 4 – ~~Related Party~~Business Combination, S-FDF

~~Management Incentive Plan~~

On ~~March~~October 1, ~~2018, the Board of Directors (the “Board”) of~~2020, the Company ~~approved and adopted~~completed its acquisition of S-FDF, LLC (the "Seller"), a Texas limited liability company, pursuant to an Asset Purchase Agreement, between the ~~Black Ridge Gas, Inc. 2018 Management Incentive Plan (the “Plan”)~~Company and the ~~form of 2018 Management Incentive Plan Award Agreement (the “Award Agreement”).~~

Seller, dated June 9, 2020, as subsequently amended effective October 1, 2020. In connection with the approval of the Plan and Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals including officers and directors (the “Grantees”), representing a percentage of the shares of BRAC held by the Company as of the date of closing of a business combination for the acquisition of a target business as described in the BRAC prospectus dated October 4, 2017, as follows:

		~~Percentage of BRAC Shares Owned by the~~
~~Name~~		~~Company Granted to the Grantee~~
~~Bradley Berman~~		~~1.6%~~
~~Lyle Berman~~		~~1.6%~~
~~Benjamin Oehler~~		~~1.6%~~
~~Joe Lahti~~		~~1.6%~~
~~Kenneth DeCubellis~~		~~4.0%~~
~~Michael Eisele~~		~~2.8%~~
~~James Moe~~		~~2.1%~~

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: AESEW). During the nine months ending September 30, 2020, the Company sold some of these securities, resulting in gross proceeds of $1,157,076, consisting of 368,870 shares of common stock for total proceeds of $1,083,408, and the sale of warrants to purchase 505,000 shares for total proceeds of $73,668. The Company also distributed 537,101 Sponsor Shares on August 9, 2020 to employees and directors under the 2018 Management Incentive Plan. Employees and directors were required to remain in their positions for a one-year period from the AESE merger, with certain exceptions, to receive the granted shares. The AESE Plan Shares had a fair market value of $1,133,281 on August 10, 2020, when the shares were distributed. The Company recognized $1,396,460 of compensation expense related to the Plan during the year ended December 31, 2019. For the nine months ended September 30, 2020, the Company recognized a gain of $263,179 related to the reduction in the value of the shares to be paid to employees on August 10, 2020, which was offset against the Company’s loss on the investment in AESE shares due to changes in the AESE market price between December 31, 2019 and September 30, 2020.

~~Lease Agreement~~

~~Upon~~ closing of the Asset Purchase Agreement, the Company acquired approximately $2.2 million in cash and certain assets and agreements related to the Seller’s freeze-dried fruits and vegetables business for human consumption and entered into certain employment and registration rights agreements. The Company did not assume any liabilities of Seller or any liabilities, liens, or encumbrances pertaining to or encumbering the Purchased Assets, except for those related to agreements or arrangements specified in the Asset Purchase Agreement. The Seller transferred the Purchased Assets to the Company in exchange for the issuance of 1,120,000 shares of the Company’s common stock to the Seller. The number of Seller Shares to be issued was subject to adjustment, as specified in the Asset Purchase Agreement, as amended, based on the extent to which the amount of cash proceeds held by the Company, as derived from the sale of the Company’s holdings of Allied Esports Entertainment Inc. ("AESE") Shares, were less than $5 million or greater than $6 million on the date specified in the Asset Purchase Agreement, which resulted in the issuance of an additional 500,973 Seller Shares that were issued on January 4, 2021. The combined issuances represented approximately 46% of the Company’s issued and outstanding common stock, on a fully diluted basis. Black Ridge Oil & Gas, Inc. was determined to be the acquiror of the business combination.

Pursuant to its obligations under the Asset Purchase Agreement, on the Closing Date the Company, (a) created three new seats on the Company’s Board of Directors and appointed the Seller’s principals, Ira Goldfarb and Claudia Goldfarb, and a third person designated by the Goldfarbs, Greg Creed, as directors, (b) entered into employment agreements with Ira Goldfarb and Claudia Goldfarb, (c) delivered a registration rights agreement with respect to the Seller Shares and any shares of common stock delivered as part of the employment compensation for Ira Goldfarb or Claudia Goldfarb, and (d) amended the Company’s 2020 Stock Incentive Plan to increase the number of shares of common stock reserved thereunder. At closing, the Company also assumed the Seller’s obligations under a real property lease for its facility in Irving, Texas under which an entity owned entirely by Ira Goldfarb is the landlord.

910

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

This acquisition was accounted for as a business combination under the purchase method of accounting. The purchase resulted in the recognition of $6,411,327 of goodwill, which is evaluated annually for impairment, unless circumstances change that require an earlier determination. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows:

Schedule of recognized identified assets and liabilities assumed
	October 1,
	2020
Consideration:
Fair value of 1,620,973 shares of common stock	$	8,573,600
Liabilities assumed:
Accounts payable		137,113
Accrued expenses		79,467
Lease liabilities		1,449,061
Total consideration	$	10,239,241

Fair value of identifiable assets acquired:
Cash	$	1,154,459
Other receivables		17,348
Prepaid expenses		150,524
Property and equipment		239,868
Construction in progress		845,579
Security deposit		10,000
Right-of-use asset		1,410,136
Total fair value of assets acquired		3,827,914
Consideration paid in excess of fair value (Goodwill)⁽¹⁾	$	6,411,327

⁽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.

Pro Forma Results

The following table sets forth the unaudited pro forma results of the Company as if the acquisition of S-FDF, LLC was effective on the first day of each of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

Schedule of unaudited pro forma
	For the Nine Months Ended September 30,
	2021			2020⁽²⁾
	(Unaudited)			(Unaudited)
Revenues	$	28,213		$	0
Net operating loss	$	(4,191,113	)	$	(1,844,635	)
Net loss	$	(3,947,828	)	$	(4,421,001	)
Weighted average common shares outstanding – basic and fully diluted		4,099,387			3,220,528
Net loss per common share – basic and fully diluted	$	(0.96	)	$	(1.37	)

⁽²⁾	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.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 5 – Related Party

Issuance of Shares in Completion of Acquisition

In connection with the closing of the Amended Asset Purchase Agreement between the Company and S-FDF, LLC, the Company was obligated to make certain adjustments to the common stock issued to Seller. The adjustment was based primarily on the fair value of AESE shares sold subsequent to the Asset Purchase Agreement. On December 31, 2020, the final number of shares to be issued to S-FDF, LLC was determined to be 500,973 shares and a common stock payable was recognized in the amount of $1,853,600, the fair value of the common stock based on the closing price of the Company’s common stock on the date of grant. On January 4, 2021, the 500,973 shares were issued in settlement of the common stock payable.

Common Stock Payable Awarded to Officers

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

Issuance of Shares for Services

On various 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 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.

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 $3,037,511, 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.

Common Stock Sold for Cash

On February 5, 2021, the Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers an aggregate 631,250 shares of the Company’s common stock at a price of $4.00 per share for total proceeds of $2,525,000. A total of 225,000 of these shares, or proceeds of $900,000 were purchased by officers and directors.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

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 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. The options were expensed over the vesting period, resulting in $13,275 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 $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

Upon closing of the Asset Purchase Agreement, the Company assumed the Seller’s obligations under a real property lease for its 20,945 square foot facility in Irving, Texas, under which an entity owned entirely by Ira Goldfarb is the landlord. The lease term is through September 15, 2025, with two five-year options to extend, at a monthly lease term of $10,036, with approximately a 3% annual escalation of lease payments commencing September 15, 2021.

Note 56 – Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement (“ASC 820”). Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash and cash equivalents and a revolving credit facility that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

Valuation of financial instruments at fair value
	Fair Value Measurements at September 30, 2021
	Level 1		Level 2			Level 3
Assets
Cash and cash equivalents	$	2,580,489	$	0		$	0
Goodwill		6,411,327		0			0
Total assets		8,991,816		0			0
Liabilities
Notes payable		0		150,000			0
Total liabilities		0		150,000			0
	$	8,991,816	$	(150,000	)	$	0

Fair Value Measurements at September 30, 2020
Level 1 Level 2 Level 3
Assets
Cash $ 417,109 $ – $ –
Investment in Allied Esports Entertainment, Inc. securities 2,242,207 – –
Total assets 2,659,316 – –
Liabilities
Notes payable – (262,925 ) –
Total liabilities – (262,925 ) –
$ 2,659,316 $ (262,925 ) $ –

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

	Fair Value Measurements at December 31, 2019						Fair Value Measurements at December 31, 2020
	Level 1		Level 2		Level 3		Level 1		Level 2			Level 3
Assets
Cash	$	108,756	$	–	$	–
Cash and cash equivalents							$	1,912,729	$	0		$	0
Investment in Allied Esports Entertainment, Inc.		6,982,300		–		–		280,417		0			0
Goodwill								6,411,327		0			0
Total assets		7,091,056		–		–		8,604,473		0			0
Liabilities
None		–		–		–
Notes payable								0		262,925			0
Total liabilities		–		–		–		0		262,925			0
	$	7,091,056	$	–	$	–	$	8,604,473	$	(262,925	)	$	0

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the nine months ended September 30, ~~2020.~~2021.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 67 – Prepaid Expenses

Prepaid expenses consist of the following:

Schedule of prepaid expenses
	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Prepaid software licenses					$	41,044	$	26,853
Prepaid insurance costs	$	3,185	$	21,090		9,943		11,325
Prepaid employee benefits		8,082		11,587		0		8,082
Prepaid office and other costs		14,417		14,474		30,433		10,167
Total prepaid expenses	$	25,684	$	47,151	$	81,420	$	56,427

Note 78 – Property and Equipment

Property and equipment at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, consists of the following:

Schedule of property and equipment
	September 30,			December 31,
	2021			2020
Office equipment	$	13,873		$	5,042
Machinery		1,480,682			183,680
Software		70,000			49,000
Website		373,865			259,772
Leasehold improvements		1,203,375			0
Construction in progress		0			1,639,690
		3,141,795			2,137,184
Less: Accumulated depreciation and amortization		(132,527	)		(2,612	)
Total property and equipment, net	$	3,009,268		$	2,134,572

Construction in progress consisted of costs incurred to build out our manufacturing facility in Irving Texas, along with the ~~following:~~construction of our freeze driers. These costs have been capitalized as Leasehold Improvements and Machinery, respectively, upon completion.

September 30, December 31,
2020 2019
Property and equipment $ – $ 134,202
Less: Accumulated depreciation and amortization – (127,803 )
Total property and equipment, net $ – $ 6,399

On September 30, 2020, the Company disposed of computer equipment no longer in service. No proceeds were received on the disposal of the equipment, resulting in a loss on disposal of fixed assets of ~~$5,369,~~$5,369, which represented the net book value at the time of disposal.

The Company recognized depreciation expense of ~~$1,030~~$129,915 and ~~$754~~$1,030 for the ~~nine-month periods~~nine months ended September 30, 2021 and 2020, ~~and 2019,~~ respectively.

1115

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 89 – Investment in Allied Esports Entertainment, ~~Inc.~~Inc.

Following the close of BRAC’s merger, the Company retained 2,685,500 shares of ~~Allied Esports Entertainment Inc. (NASDAQ: AESE)~~AESE common stock with a value, based on the closing stock of $4.45 on the merger, of ~~$11,950,475,~~$11,950,475, and tradeable warrants to purchase 505,000 shares of AESE (NASDAQ: AESEW) (“Sponsor Warrants”)~~, of which the~~. The Company ~~currently owns 1,779,529 shares, after selling 368,870~~subsequently sold 2,148,399 shares for total net proceeds of ~~$1,157,076, selling~~$3,522,428, sold warrants to purchase 505,000 Sponsor Warrants for total proceeds of ~~$73,668,~~$73,668, and ~~distributing~~ distributed 537,101 Sponsor Shares ~~on August 10, 2020~~ to employees and directors under the 2018 Management Incentive Plan. As noted in Note 4 - Related Party Transactions, 20% or 537,101, of the shares were distributed to employees, officers and directors one year from the date of the merger, or on August 10, 2020. After the distribution and recent sales, the Company still holds 1,799,529 shares of AESE common stock.

As of September 30, ~~2020,~~2021, the ~~market value of the Company’s~~Company had completely sold its investment in AESE’s common stock, ~~was $2,242,207, based on the closing stock price of $1.26 per share,~~ resulting in gains ~~and losses~~(losses) on our investment in securities, as follows:

Net loss on investment in Allied Esports Entertainment, Inc. securities for the nine months ended September 30, 2020 $ (2,186,557 )
Less: Net gains and losses recognized during 2020 on equity securities sold during the period (198,012 )
Unrealized losses recognized during 2020 on equity securities still held at September 30, 2020 $ (2,384,569 )

Schedule of unrealized loss on investment
	September 30,			September 30,
	2021			2020
Net gain (loss) on investment in Allied Esports Entertainment, Inc. securities	$	133,944		$	(2,186,557	)
Less: Net gains and losses recognized on equity securities sold during the period		(133,944	)		(198,012	)
Unrealized loss recognized on equity securities still held at the end of the period	$	0		$	(2,384,569	)

~~During the third quarter of 2020, the Company sold 51,902 of these shares for total proceeds of $120,596, resulting in a loss on investment of $14,352.~~Note 10 – Leases

~~During~~The Company leases its 20,945 square foot operating and office facility under a non-cancelable real property lease agreement that expires on August 31, 2025, with two five-year options to extend, at a monthly lease term of $10,036, with approximately a 3% annual escalation of lease payments commencing September 15, 2021, subject to the ~~second quarter~~ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects to enter into a new lease upon expiration. The operating and office facility lease contains provisions requiring payment of ~~2020,~~property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company ~~sold 316,968~~uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of ~~these shares for total proceeds of $962,812, resulting in a gain on investment of $363,813.~~lease payments.

~~In accordance with a brokerage account agreement with RBC Capital Markets, LLC, 500,000~~The components of ~~these shares~~lease expense were ~~used~~ as collateral for a $700,000 promissory note pursuant to a commercial pledge and security agreement, dated March 10, 2020, described below, which was subsequently repaid. Under this standard brokerage agreement, the Company will be able to borrow funds secured by the value of the AESE shares pursuant to a standard margin account arrangement.follows:

Schedule of components of lease expense
	For the Nine
	Months Ended
	September 30,
	2021
Operating lease cost:
Fixed rent expense	$	110,210

1216

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Supplemental balance sheet information related to leases was as follows:

Schedule of supplemental balance sheet information
	September 30,
	2021
Operating leases:
Operating lease assets	$	1,345,582

Current portion of operating lease liabilities	$	44,394
Noncurrent operating lease liabilities		1,366,259
Total operating lease liabilities	$	1,410,653

Weighted average remaining lease term:
Operating leases		14.25 years

Weighted average discount rate:
Operating leases		5.75%

Supplemental cash flow and other information related to leases was as follows:

Schedule of supplemental cash flow and other information
	For the Nine
	Months Ended
	September 30,
	2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	29,085

Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	1,410,653

The future minimum lease payments due under operating leases as of September 30, 2021 was as follows:

Schedule of future minimum lease payments
Fiscal Year Ending	Minimum Lease
December 31,	Commitments
2021 (for the three months remaining)	$	30,711
2022		125,287
2023		129,046
2024		132,917
2025		1,690,905
Total	$	2,108,866
Less effects of discounting		698,213
Lease liability recognized	$	1,410,653

Note 911 – Notes Payable

Notes payable consists of the following at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively:

September 30, December 31,
2020 2019

On June 16, 2020, the Company entered into a loan authorization and loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $150,000 Promissory Note issued to the SBA (the “EIDL Note”)(together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated June 16, 2020, between the SBA and the Company (the “EIDL Security Agreement”) pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $731 every month beginning June 16, 2021. All remaining principal and accrued interest is due and payable on June 16, 2050. The EIDL Note may be repaid at any time without penalty. $ 150,000 $ –

On April 24, 2020, the Company entered into a loan agreement with Kensington Bank (“Kensington”), as lender (the “Loan Agreement”) encompassing a $112,925 Promissory Note issued to Kensington (the “PPP Note”) pursuant to Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provides loans to qualifying businesses and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Note bears interest at 1.00% per annum, with interest payable monthly beginning November 24, 2020, and principal due in full on April 24, 2022. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning April 24, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness under the PPP Note in whole or in part. 112,925 –

On November 25, 2019, the Company entered into a credit account agreement (“Margin Account”) with RBC Capital Markets, LLC (“RBC”). The Margin Account enables the Company to borrow against the Company’s AESE shares that are held in an account with RBC. The advances received on margin bear interest at rates of between 1.00% and 2.75% over the Base Lending Rate, depending on the average outstanding debit balance. The Base Lending Rate is internally determined by RBC using Broker Call, Prime Rate as determined by commercial banks utilized by RBC CM, Fed Funds, RBC CM’s cost of funds, and other commercially recognized rates of interest. The margin loans are collateralized by the underlying AESE shares. A total of $122,100 was borrowed on the Margin Account over various dates between January 29, 2020 and March 6, 2020. The outstanding balance was repaid in full on, or about, March 12, 2020 out of the proceeds of the loan from Cadence Bank, described below. – –

Schedule of notes payable
	September 30,		December 31,
	2021		2020

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, 2022, as extended. All remaining principal and accrued interest is due and payable on June 16, 2050. The EIDL Note may be repaid at any time without penalty.	$	150,000	$	150,000

On April 24, 2020, the Company entered into a loan agreement with Kensington Bank (“Kensington”), as lender (the “Loan Agreement”) encompassing a $112,925 Promissory Note issued to Kensington (the “PPP Note”) pursuant to Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provides loans to qualifying businesses and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Note bears interest at 1.00% per annum, with interest payable monthly beginning November 24, 2020, and principal due in full on April 24, 2022. The PPP Note could have been repaid at any time without penalty. Under the Payroll Protection Program, the Company received loan forgiveness of $113,772, consisting of $112,925 of principal and $847 of accrued interest, on January 19, 2021. The forgiveness amount was equal to the amount that the Company spends during the 24-week period beginning April 24, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses was 40% of the amount of the PPP Note.		0		112,925

Total notes payable		150,000		262,925
Less: current maturities		0		0
Notes payable, less current maturities	$	150,000	$	262,925

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

On March 12, 2020, the Company entered into a business loan agreement with Cadence Bank, N.A. (“Cadence”), as lender encompassing a $700,000 Promissory Note issued to Cadence (the “Note”), a Security Agreement by the Company in favor of Cadence and limited commercial guarantees by the Company’s Chief Executive Officer and Interim Chief Financial Officer, who is one in the same, and members of the Company’s Board of Directors (the “Guarantors”) (collectively, the “Cadence Loan”). The Note carried interest at a rate of 0.50 percentage points over the prime rate, as published in the Wall Street Journal, payable monthly, and was due on March 9, 2021. The Note could be repaid at any time without penalty. The Note was secured by all of the Company’s rights, title and interests in and to 500,000 shares of the common stock of Allied Esports Entertainment Inc. (NASDAQ: AESE) currently owned by the Company and held in the Company’s brokerage account with RBC Capital Markets, LLC. On March 26, 2020, the Company subsequently entered into a separate letter agreement with the Guarantors (the “Letter Agreement”), which provides that if the Company defaults or fails to make any payment due under the Cadence Loan and the Guarantors are required to make payment to Cadence pursuant to the Guarantees, then the Company agrees to issue additional equity interests or rights to Guarantors reflecting ninety-five percent (95%) of the outstanding equity of the Company at the time of such default to participating Guarantors who have made the payments to Cadence. All equity issuances will be subject to any third party or shareholder approvals required at the time of issuance. A total of $417,000 was advanced on the loan and subsequently repaid in full on June 30, 2020. – –

Total notes payable 262,925 –
Less unamortized derivative discounts: – –
Notes payable 262,925 –
Less: current maturities – –
Notes payable, less current maturities $ 262,925 $ –

The Company recorded total discounts of $377,440, consisting of debt discounts on warrants granted to four officers and directors for warrants issued in consideration of personal guarantees provided for debt financing incurred during the nine months ended September 30, 2020. The discounts were amortized to stock-based compensation expense over the term of the note, until repayment, using the straight-line method, which closely approximated the effective interest method. The Company recorded $377,440 of stock-based compensation expense pursuant to the amortization of note discounts during the nine months ended September 30, 2020.

The Company recognized ~~$384,456~~$4,431 and $384,456 of interest expense, consisting of ~~$7,016~~$4,431 and $7,016 of interest and ~~$377,440~~$-0- and $377,440 of stock-based warrant expense pursuant to the amortization of the debt ~~discount on the business loans~~discounts, during the nine months ended September 30, ~~2020.~~2021 and 2020, respectively.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 1012 – Changes in Stockholders’ Equity

Reverse Stock Split

On February 21, 2020, the Company effected a 1-for-300 reverse stock split (the “Reverse Stock Split”). No fractional shares were issued. Instead, the Company issued the following to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split:

	·	Stockholders owning 300 or more shares of Common Stock received (1) one share of Common Stock for every 300 shares owned and (2) cash in lieu of fractional shares upon the surrender of such stockholder’s shares;
	·	Stockholders owning between 25 and 300 shares of Common Stock had their ownership of shares of Common Stock rounded up to one share; and
	·	Stockholders owning fewer than 25 shares of Common Stock received cash in lieu of fractional shares upon the surrender of such stockholders’ shares and no longer own shares of Common Stock.

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

Any cash payment in lieu of fractional shares were based on the volume weighted average of the closing sales prices of the Company’s Common Stock on the OTCQB operated by OTC Markets Group Inc. (the “OTCQB”) during regular trading hours for the five consecutive trading days immediately preceding the Effective Date, which was $0.018 per share prior to the effects of the reverse stock split.

The Company was authorized to issue 500,000,000 shares of common stock prior to the Reverse Stock Split, which remains unaffected. The Reverse Stock Split did not have any effect on the stated par value of the common stock, or the Company’s authorized preferred stock. Unless otherwise stated, all share and per share information in this Interim Report has been retroactively adjusted to reflect the Reverse Stock Split.

Preferred Stock

The Company has 20,000,000 authorized shares of ~~$0.001~~$0.001 par value preferred stock. No shares have been issued to date.

Common Stock

The Company has 500,000,000 authorized shares of ~~$0.001~~$0.001 par value common stock. As of September 30, ~~2020, and December 31, 2019,~~2021, a total of ~~1,600,424~~4,727,650 shares of common stock have been issued.

Issuance of Shares in Completion of Acquisition

Common Stock Payable Awarded to Officers

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Issuance of Shares for Services

On various dates between January 31, 2021 and September 7, 2021, the Company issued an aggregate44,328 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, the Company issued2,000 shares to each of two advisory board members for their services. 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 grant.

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 a Stock Purchase Agreement with multiple accredited investors to sell and issue to the Purchasers an aggregate 631,250 shares of the Company’s common stock at a price of $4.00 per share for total proceeds of $2,525,000. A total of 225,000 of these shares, or proceeds of $900,000 were purchased by officers and directors.

Note 1113 – Options

The 2020 Equity Plan was approved by written consent of a majority of shareholders of record as of November 12, 2019 and adopted by the Board on December 5, 2019, as provided in the definitive information statement filed with Securities and Exchange Commission on January 10, 2020 (the “DEF 14C”). The description of the 2020 Equity Plan is qualified in its entirety by the text of the 2020 Equity Plan, a copy of which was attached as Annex C to the DEF 14C. 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

Options to purchase an aggregate total of ~~273,871~~666,614 shares of common stock at a weighted average strike price of ~~$16.32,~~$5.42, exercisable over a weighted average life of ~~8.75~~8.9 years were outstanding as of September 30, ~~2020.~~2021.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

Options Granted

On ~~February 26, 2020, the Company’s Board~~August 27, 2021, a total of ~~Directors~~twelve employees and consultants were granted options to purchase an aggregate ~~amount of 240,000 stock options pursuant to the 2020 Equity Plan to purchase~~11,918 shares of the Company’s common stock, ~~to several officers, directors, and employees at~~having an exercise price of ~~$5.41~~$6.00 per share, ~~which represents the closing price of the Company’s shares~~exercisable over a 10 year term. The options will vest 60% on the ~~OTCQB marketplace on February 20, 2020. The officers~~third anniversary, and ~~directors receiving grants and the amounts of such grants were as follows:~~

	~~Stock Option~~
~~Name and Title~~	~~Shares Granted~~
~~Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer~~		~~60,377~~
~~Michael Eisele, Chief Operating Officer~~		~~42,264~~
~~Bradley Berman, Chairman of the Board and Director~~		~~24,151~~
~~Joseph Lahti, Director~~		~~24,151~~
~~Benjamin Oehler, Director~~		~~24,151~~
~~Lyle Berman, Director~~		~~24,151~~
~~Total:~~		~~199,245~~

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 thereof20% each anniversary thereafter until fully ~~vested, with~~vested. The estimated value using the ~~exception~~Black-Scholes Pricing Model, based on a volatility rate of ~~83,019 options that were awarded to four employees, whose vesting periods were accelerated to be fully vested as~~193% and a call option value of ~~September 30, 2019, pursuant to severance agreements.~~

No$5.9316, was $70,693. The options were ~~granted~~expensed over the vesting period, resulting in $1,317 of stock-based compensation expense during the nine months ended September 30, ~~2019.~~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 $29,562. 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, 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.

The Company recognized a total of ~~$393,831,~~$407,031, and ~~$83,705~~$393,831 of compensation expense during the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, related to common stock options issued to ~~Employees~~Officers, Directors, and ~~Directors~~Employees that are being amortized over the implied service term, or vesting period, of the options. The remaining unamortized balance of these options is ~~$517,070~~$2,045,171 as of September 30, 2021.

Options Exercised

NaN 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 $44.94 were forfeited during the nine months ended September 30, 2021.

1521

~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

~~Options Exercised~~

~~No options were exercised during the nine months ended September 30, 2020 and 2019.~~Note 14 – Warrants

~~Options Forfeited~~

A total of 333 options with a weighted average exercise price of $90, and 457 options with a weighted average exercise price of $9.83 expired and were forfeited during the nine months ended September 30, 2020 and 2019, respectively.

~~Note 12 – Warrants~~

Outstanding Warrants

Warrants to purchase an aggregate total of 106,300 shares of common stock at a ~~$3.99~~$3.99 strike price, exercisable over a weighted average life of ~~9.36~~8.36 years were outstanding as of September 30, ~~2020.~~2021.

Warrants Granted

In consideration for four officers and director’s willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the Guarantors (the “Guarantor Warrants”) for the purchase of the Company’s common stock on March 12, 2020. The Guarantor Warrants entitle each Guarantor to purchase 26,250 shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $4.00 per share. The Guarantor Warrants expire on March 12, 2030. NoNaN warrants were granted ~~during the comparative nine months ended September 30, 2019. The officers and directors receiving grants and the amounts of such grants were as follows:~~

	~~Stock Warrant~~
~~Name and Title~~	~~Shares Granted~~
~~Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer~~		~~26,250~~
~~Bradley Berman, Chairman of the Board and Director~~		~~26,250~~
~~Lyle Berman, Director~~		~~26,250~~
~~Benjamin Oehler, Director~~		~~26,250~~
~~Total:~~		~~105,000~~

~~Warrants Exercised~~

~~No warrants were exercised~~ during the nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020.

Warrants Exercised or Expired

NaN warrants were exercised or expired during the nine months ended September 30, 2021 and 2020.

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

Note 1315 – Income Taxes

The Company accounts for income taxes under ASC Topic 740, Income Taxes, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

Losses incurred during the period from April 9, 2011 (inception) to September 30, ~~2020~~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 September 30, ~~2020,~~2021, net deferred tax assets were ~~$7,013,057,~~$6,293,642, with no deferred tax liability, primarily related to net operating loss carryforwards. A valuation allowance of approximately ~~$7,013,057~~$6,293,642 was applied to the net deferred tax assets. Therefore, ~~BROG~~the Company has no0 tax expense for ~~2020~~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 September 30, ~~2020.~~2021.

Note 1416 – Commitments

The Company ~~from time to time may be~~is involved in various inquiries, administrative proceedings and litigation relating to matters arising in the normal course of business. The Company ~~is not aware of any inquiries or administrative proceedings and~~ is not currently a defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company. Management is not able to estimate the minimum loss to be incurred, if any, as a result of the final outcome of the matters arising in the normal course of business but believes they are not likely to have a material adverse effect upon the Company’s financial position or results of operations and, accordingly, no provision for loss has been recorded.

The Company periodically maintains cash balances at banks in excess of federally insured amounts. The extent of loss, if any, to be sustained as a result of any future failure of a bank or other financial institution is not subject to estimation at this time.

SOW GOOD INC.

Notes to Condensed Financial Statements

(Unaudited)

The future minimum lease payments due under operating leases as of September 30, 2021 is as follows:

Schedule of future minimum lease payments
Fiscal Year Ending	Minimum Lease
December 31,	Commitments
2021 (for the three months remaining)	$	30,711
2022		125,287
2023		129,046
2024		132,917
2025		1,690,905
Total	$	2,108,866
Less effects of discounting		698,213
Lease liability recognized	$	1,410,653

Note 1517 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued.

~~Asset Purchase~~Common Stock Awarded to Officers

On October ~~1, 2020,~~31, 2021, the Company ~~completed its acquisition of S-FDF, LLC, a Texas limited liability company, pursuant to an Asset Purchase Agreement, between the Company~~issued 5,541 and the Seller, dated June 9, 2020, as subsequently amended effective October 1, 2020. In connection with the closing of the Asset Purchase Agreement, the Company acquired $2.5 million in cash and certain assets and agreements related to the Seller’s freeze-dried fruits and vegetables business for human consumption and entered into certain employment and registration rights agreements. The Company did not assume any liabilities of Seller or any liabilities, liens, or encumbrances pertaining to or encumbering the Purchased Assets except for those related to agreements or arrangements specified in the Asset Purchase Agreement. The Seller transferred the Purchased Assets to the Company in exchange for the issuance of 1,120,0006,044 shares of ~~the Company’s~~ common stock to Claudia and Ira Goldfarb, respectively, for their services during October 2021.

Common Stock Issued to Officers on Common Stock Payable

On October 7, 2021, the ~~Seller, representing 41.18%~~Company issued 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb, respectively, for their services earned during September 2021 in satisfaction of the ~~Company’s issued and~~ outstanding common stock. The number of Seller Shares to be issued is subject to adjustment, as specified in the Asset Purchase Agreement, based on the extent to which the amount of cash proceeds held by the Company, as derived from the sale of the Company’s holdings of Sponsor ~~Shares, are less than $5 million or greater than $6 million on the date specified in the Asset Purchase Agreement.~~stock payable.

The Final Determination Date will be the first anniversary of the closing of the Asset Purchase Agreement and the Company has contributed $4 million to the business in the form of proceeds from either the sale of Sponsor Shares after October 1, 2020, proceeds from a financing secured by the AESE Shares after June 9, 2020, proceeds from an equity or convertible debt financing, legal fees paid in connection with the Asset Purchase Agreement, expenses incurred by the Company after August 1, 2020 (except for severance related to change in control payments made to the Company's employees), and the Company's cash as of October 1, 2020 (the “Company Contribution”). If the Company Contribution is less than $4 million on January 1, 2021, then the Final Determination Date will be January 1, 2021.

~~BLACK RIDGE OIL & GAS, INC.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

~~Adoption of Non-Employee Director Compensation Plan~~

On October 1, 2020, the Company adopted a Non-Employee Director Compensation Plan. Pursuant to the Plan, each non-employee director will receive annual compensation of $25,000 to be paid in cash or common stock, at the Company’s election, each October 1, beginning with October 1, 2020. On October 1, 2020, the Company issued 4,167 shares to Mr. Bradley Berman, Mr. Lyle Berman, Mr. Joseph Lahti, Mr. Benjamin Oehler, and Mr. Creed under the Non-Employee Director Compensation Plan. In addition, the plan provides for annual compensation of $15,000 to be paid in cash or common stock, at the Company's election, each October 1, beginning with October 1, 2020, to Board committee chairs. On October 1, 2020, the Company issued 2,500 shares to Mr. Benjamin Oehler as its Audit Committee Chair.

~~Amendment to 2020 Stock Incentive Plan~~

As a condition to closing on the Asset Purchase Agreement, the Board approved an increase in the number of shares of common stock reserved under the 2020 Stock Incentive Plan adopted in January 2020, from 320,000 shares to a total of 514,150 shares. The increase remains subject to shareholder approval, to be provided, if at all, by October 1, 2021.

~~Option Grants~~

On October 1, 2020, Mr. Creed was granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $6.00 per share, which represented the closing price of the Company’s shares on the OTCQB marketplace on October 1, 2020. These options will vest 60% as of January 1, 2024 and 20% each anniversary thereafter until fully vested.

On October 2, 2020, the Company’s Board of Directors also granted an aggregate amount of 115,250 stock options pursuant to the 2020 Equity Plan to purchase shares of the Company’s common stock to several officers, directors, and employees at an exercise price of $5.25 per share, which represents the closing price of the Company’s shares on the OTCQB marketplace on October 2, 2020. The options are exercisable over a ten-year term, and vest 60% on the 3^rd ~~anniversary of the grant date and 20% each anniversary thereafter, until fully vested. The officers and directors receiving grants and the amounts of such grants were as follows:~~

	~~Stock Option~~
~~Name and Title~~	~~Shares Granted~~
~~Ira Goldfarb, Chairman of the Board and Director~~		~~50,000~~
~~Claudia Goldfarb, Chief Executive Officer~~		~~50,000~~
~~Total:~~		~~100,000~~

~~Management Changes~~

Ken DeCubellis stepped down from his roles as the Company’s Chief Executive Officer and interim Chief Financial Officer on September 30, 2020, and will serve as a transition resource employee and assist with the integration of the Seller’s freeze-dried fruit business into the Company's existing operations through December 15, 2020, or the earlier termination of his employment.

Effective October 1, 2020, in connection with closing of the Asset Purchase Agreement, Ira Goldfarb was appointed as the Company’s Executive Chairman and Chairman of the Board, and Claudia Goldfarb was appointed as the Company’s Chief Executive Officer.

~~Effective October 5, 2020, Brad Burke was appointed and agreed to serve on an interim basis as the Company’s Chief Financial Officer.~~

1823

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statements

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations and industry conditions are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items making assumptions regarding actual or potential future sales, market size, collaborations, trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements include the following:

the effect of the coronavirus (“COVID-19”) pandemic on our ability to obtain funding through various financing transactions or arrangements;

volatility or decline of our stock price;

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

potential fluctuation in quarterly results;

low trading volume and price of our investment in AESE Shares;

inability to maintain adequate liquidity to meet our financial obligations;

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

litigation, disputes and legal claims involving outside parties; and

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

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made.

Readers are urged not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

1924

Overview and Outlook

~~Effective April 2, 2012,~~On March 20, 2021, our first freeze drier successfully completed its production testing. The company is now producing its own freeze-dried fruits and vegetables from individual quick freeze (IQF) raw materials. Freeze dried food production also continues to be supplemented by our relationships with co-manufacturing partners. In addition, we ~~changed~~completed the build-out of our ~~name~~production facility in March, and have finalized products and packaging, while delivering samples to ~~Black Ridge Oil & Gas, Inc. Our common stock is still quoted on the OTCQB under the trading symbol “ANFC.”~~potential B2B customers.

AsDuring the ~~sponsor~~second quarter of 2021, we launched our direct-to-consumer freeze-dried consumer packaged goods (CPG) food brand, under our Sow Good brand. Sow Good launched its first line of non-GMO products including six ready-to-make smoothies and ~~manager~~nine snacks. The smoothie lineup offers a mix of ~~Black Ridge Acquisition Corp. beginning in May~~both new and familiar flavors: Açaí of ~~2017, the Company was focused on identifying~~Relief (açaí, blueberry); Mint to Be (banana, coconut, mint); and ~~closing a business combination for BRAC, which closed on August 9, 2019. Upon BRAC (renamed Allied Esports Entertainment, Inc. following the merger or “AESE”,~~Berry Apeeling (banana, strawberry). Sow Good packaged snack lineup includes single-ingredient fruits and ~~hereafter named~~vegetables such as ~~such following the merger) completing its business combination, we continued to provide additional management services to BRAC until December 31, 2019~~.

~~Following the close of the Merger, the Company commenced a strategic review to identify, review~~Mon Cherry (cherries); Cool Beans (edamame); and ~~explore alternatives for the Company, including a merger, acquisition, or a business combination. The result of that review is the transaction with S-FDF described below. The Company currently owns~~ 1,779,529 shares of Allied Esports Entertainment, Inc. (NASDAQ: AESE), the surviving entity after BRAC’s business combination, after selling 368,870 shares for total proceeds of $1,083,408, selling warrants to purchase 505,000 shares of AESE (NASDAQ: AESEW) for total proceeds of $73,668, and distributing 537,101 Sponsor Shares on August 10, 2020 to employees and directors under the 2018 Management Incentive Plan.What’s Apple’n (apples).

On ~~October 1,~~July 23, 2021, we launched six new gluten-free granola products under the Sow Good brand. Sow Good’s granola products are made with health-conscious ingredients such as freeze-dried fruit, almonds, hemp hearts, and coconut oil. Granola products are initially being sold direct-to-consumer and will later be targeted 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 ~~Company completed its acquisition~~United States representing almost 30% of ~~S-FDF, LLC, as detailed~~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 ~~Footnote 15, Subsequent Events.~~the freeze-dried food industry.

Going Concern Uncertainty

As of September 30, ~~2020,~~2021, the Company ~~has~~had incurred recurring losses from operations resulting in an accumulated deficit of ~~$35,778,400,~~$40,626,166, and ~~as of September 30, 2020, the Company’s~~had cash on hand of $2,580,489. We are too early in our development stage to project revenue with a necessary level of certainty; therefore, we may not behave 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. The Company ~~is currently seeking sources of capital~~has commenced sales and continues to ~~fund~~develop its operations. In the ~~requirements of~~event sales do not materialize at the ~~Asset Purchase Agreement including selling its shares of AESE~~expected rates, management would seek additional financing or ~~other sources of capital. The Company intends~~would attempt to ~~sell its AESE shares to continue as a going concern, however, there~~conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives.

The Company has incurred recurring losses from operations resulting in an accumulated deficit, experienced net negative cash flows from operations, and, as set forth above, the ~~share price will~~Company’s cash on hand may not be sufficient to sustain operations, therefore the Company may be dependent upon its ability to secure equity and/or debt financing and there are also no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

operations. We continue to pursue sources of additional capital through various financing transactions or arrangements, including ~~joint venturing of projects,~~ equity ~~or debt~~ financing or other means. We may not be successful in identifying suitable ~~funding~~financing transactions in a sufficient time period or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our business. Our ability to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising additional capital.

The ~~report of the Company’s independent registered public accounting firm that accompanies its audited consolidated~~accompanying financial statements inhave been prepared assuming that the ~~Company’s Annual Report on Form 10-K/A contains an explanatory paragraph regarding the substantial doubt about the Company’s ability to~~Company will continue as a going ~~concern.~~concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The ~~consolidated~~unaudited financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might ~~result from~~be necessary should the ~~outcome of the~~Company be unable to continue as a going ~~concern uncertainty.~~concern.

2025

Results of Operations for the Three Months Ended September 30, ~~2020~~2021 and ~~2019.~~2020.

The following table summarizes selected items from the statement of operations for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

	Three Months Ended									Three Months Ended
	September 30,						Increase /			September 30,						Increase /
	2020			2019			(Decrease)			2021			2020			(Decrease)

Management fee income	$	–		$	153,279		$	(153,279	)
Total revenues:		–			153,279			(153,279	)
Revenues										$	21,137		$	–		$	21,137
Cost of goods sold											19,396			–			19,396
Gross Profit											1,741			–			1,741

Operating expenses:
General and administrative expenses:
Salaries and benefits		483,050			279,621			203,429			936,783			805,938			130,845
Stock-based compensation		322,888			2,836,920			(2,514,032	)
Professional services		130,234			40,287			89,947			108,186			130,234			(22,048	)
Other general and administrative expenses		45,001			69,157			(24,156	)		472,369			45,001			427,368
Total general and administrative expenses		981,173			3,225,985			(2,244,812	)		1,517,338			981,173			536,165
Depreciation and amortization		380			131			249			64,863			380			64,483
Total operating expenses		981,553			3,226,116			(2,244,563	)		1,582,201			981,553			600,648

Net operating loss		(981,553	)		(3,072,837	)		(2,091,284	)		(1,580,460	)		(981,553	)		598,907

Other income (expense)
Gain on deconsolidation of subsidiary		–			26,322,687			(26,322,687	)
Merger incentive expense		–			(5,874,000	)		(5,874,000	)
Interest expense		(1,695	)		–			1,695			(1,697	)		(1,695	)		2
Other income		14			–			14			–			14			(14	)
Loss on disposal of property and equipment		(5,369	)		–			5,369			–			(5,369	)		(5,369	)
Gain (loss) on investment in Allied Esports Entertainment, Inc. securities		(1,503,601	)		2,094,690			(3,598,291	)
Loss on investment in Allied Esports Entertainment, Inc. securities											–			(1,503,601	)		(1,503,601	)
Total other income (expense)		(1,510,651	)		22,543,377			(24,054,028	)		(1,697	)		(1,510,651	)		(1,508,954	)

Net income (loss) from continuing operations, net of tax		(2,492,204	)		19,470,540			(21,962,744	)

Provision for income taxes		–			–			–

Net income (loss) from continuing operations, net of tax		(2,492,204	)		19,470,540			(21,962,744	)
Net income from discontinued operations		–			(8,152,165	)		(8,142,165	)
Net income (loss) before non-controlling interest		(2,492,204	)		11,318,375			(13,810,579	)
Less: Net loss attributable to redeemable non-controlling interest		–			(142,919	)		(142,919	)

Net income (loss) attributable to Black Ridge Oil & Gas, Inc.	$	(2,492,204	)	$	11,175,456		$	(13,667,660	)
Net loss										$	(1,582,157	)	$	(2,492,204	)	$	(910,047	)

~~Management fee income~~Revenues

Revenues commenced during the current year, which were generated by online sales of our freeze-dried foods products. The revenues were $21,137 for the three months ended September 30, 2021, as we test launched our products. The Company did not earn any ~~management fees from its management agreement with BRAC~~revenues during the comparative three months ended September 30, 2020. We anticipate increased revenues over the remainder of the year, although there can be no assurance.

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, ~~2020, compared to $153,279~~2021 were $19,396, primarily consisting of material costs and labor on the sales of freeze-dried food products, resulting in a gross profit of approximately 8% during the quarter. The Company did not have any cost of goods sold during the comparative three months ended September 30, ~~2019. The decrease is attributable to the termination of the agreement subsequent to the merger between BRAC and AESE on August 9, 2019.~~2020.

General and administrative expenses

Salaries and benefits

Salaries and benefits for the three months ended September 30, ~~2020~~2021 were ~~$483,050,~~$936,783, compared to ~~$279,621~~$805,938 for the three months ended September 30, ~~2019,~~2020, an increase of ~~$203,429,~~$130,845, or ~~73%~~16%, Salaries and benefits included stock-based compensation expense for the three months ended September 30, 2021 of $306,018, compared to $322,888 for the three months ended September 30, 2020, a decrease of $16,870, or 5%. Stock-based compensation consists of $145,566 and $322,888 of stock options expense incurred in the three months ended September 30, 2021 and 2020, respectively, and $160,452 of expense related to shares of common stock issued to officers and consultants in the current period for services rendered. The increase in salaries and benefits was primarily due to ~~payroll taxes on the distribution~~increased operations as we developed our freeze-dried food operations and stock-based compensation, as management accepted stock-based compensation in lieu of ~~AESE shares to employees in the current period pursuant to the Management Incentive Plan and accrued severance pay to former officers and employees.~~

~~Stock-based compensation~~

Stock-based compensation expense for the three months ended September 30, 2020 was $322,888, compared to $2,836,920 for the three months ended September 30, 2019, a decrease of $2,514,032, or 89%. Stock-based compensation consisted of stock options expense in both periods, and $2,809,033 of expense related to the 2018 Management Incentive Plan (the “2018 Plan”) in the prior period. Amortization of stock options increased as new options were granted toward the end of February 2020, with a five-year vesting period, and the vesting period was accelerated pursuant to separation agreements entered into on September 30, 2020.cash.

Professional services

~~General and administrative expenses related to professional~~Professional services were $108,186 for the 2021 period, compared to $130,234 for the 2020 period, ~~compared to $40,287 for the 2019 period, an increase~~a decrease of ~~$89,947,~~$22,048, or ~~223%~~17%. The ~~increase~~decrease was primarily due to ~~professional services related to~~legal fees incurred in connection with our asset purchase agreement with S-FDF, ~~LLC.~~LLC in the comparative period that were not necessary in the current period.

Other general and administrative expenses

Other general and administrative expenses for the three months ended September 30, ~~2020~~2021 was ~~$45,001,~~$472,369, compared to ~~$69,157~~$45,001 for the three months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$24,156,~~$427,368, or ~~35%~~950%. The ~~decrease~~increase is primarily attributable to ~~decreased~~increased administrative ~~activity~~infrastructure as we ~~focused on completing~~seek to scale the ~~asset purchase with S-FDF, LLC.~~production and sales of our freeze-dried products.

Depreciation

Depreciation expense for the three months ended September 30, ~~2020~~2021 was ~~$380,~~$64,863, compared to ~~$131~~$380 for the three months ended September 30, ~~2019,~~2020, an increase of ~~$249,~~$64,483, or ~~190%~~16,969%. The increase is attributable to the addition of new ~~computer~~ equipment placed in ~~2020.~~service in late 2020 and early 2021.

Other income (expense)

In the three months ended September 30, 2021, other expense was $1,697, consisting entirely of interest expense on our EIDL loan with the SBA. During the comparative three months ended September 30, 2020, other expense, on a net basis, was $1,510,651, consisting of $1,695 of interest expense derived from the ~~operating~~business loans the Company received from Cadence Bank, N.A and RBC Capital Markets, LLC and additional operating loans from the PPP and EIDL programs, a loss on the disposal of equipment of $5,369, and a net loss on investments in Allied Esports Entertainment, Inc. securities of $1,503,601, as offset by $14 of interest income. During the comparative three months ended September 30, 2019, other income was $22,543,377, consisting of the gain upon deconsolidation of BRAC of $26,322,687 and an offsetting merger incentive expense of $5,874,000 to recognize the cost related to transferring shares of AESE stock to the former owners of Allied Esports and WPT and other investors as an incentive to participate in the merger, and a gain of $2,094,690 on the investment in Allied Esports Entertainment, Inc. pursuant to the change in fair market value of the AESE shares.

~~Provision for income taxes~~

~~The Company had no income tax expense in the 2020 or 2019 periods, as the Company continues to reserve against any deferred tax assets due to the uncertainty of realization of any benefit.~~

Net ~~income from discontinued operations~~loss

Net ~~income from discontinued operations relates to the income and expenses of BRAC during the periods prior to deconsolidation. Net income from discontinued operations~~loss for the three months ended September 30, ~~2019~~2021 was ~~$8,152,165.~~

$1,582,157, compared to $2,492,204 during the three months ended September 30, 2020, a decreased net loss of $910,047, or 37%. The decreased net loss was due primarily to our loss on investments in Allied Esports Entertainment, Inc. securities in the comparative period.

2227

Results of Operations for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019.~~2020.

The following table summarizes selected items from the statement of operations for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

	Nine Months Ended									Nine Months Ended
	September 30,						Increase /			September 30,						Increase /
	2020			2019			(Decrease)			2021			2020			(Decrease)

Management fee income	$	–		$	153,279		$	(153,279	)
Total revenues:		–			153,279			(153,279	)
Revenues										$	28,213		$	–		$	28,213
Cost of goods sold											24,295			–			24,295
Gross Profit											3,918			–			3,918

Operating expenses:
General and administrative expenses:
Salaries and benefits		936,304			910,191			26,113			2,610,884			1,330,135			1,280,749
Stock-based compensation		393,831			2,892,738			(2,498,907	)
Professional services		327,090			79,978			247,112			270,779			327,090			(56,311	)
Other general and administrative expenses		186,380			185,035			1,345			1,183,453			186,380			997,073
Total general and administrative expenses		1,843,605			4,067,942			(2,224,337	)		4,065,116			1,843,605			2,221,511
Depreciation and amortization		1,030			754			276			129,915			1,030			128,885
Total operating expenses		1,844,635			4,068,696			(2,224,061	)		4,195,031			1,844,635			2,350,396

Net operating loss		(1,844,635	)		(3,915,417	)		(2,070,782	)		(4,191,113	)		(1,844,635	)		2,346,478

Other income (expense)
Gain on deconsolidation of subsidiary		–			26,322,687			(26,322,687	)
Merger incentive expense		–			(5,874,000	)		(5,874,000	)
Interest expense, including $377,440 of warrants issued as a debt discount		(384,456	)		–			384,456
Interest expense, including $377,440 of warrants issued as a debt discount for the nine months ending September 30, 2020											(4,431	)		(384,456	)		(380,025	)
Other income		16			51			(35	)		–			16			(16	)
Loss on disposal of property and equipment		(5,369	)		–			5,369			–			(5,369	)		(5,369	)
Gain on early extinguishment of debt											113,772			–			113,772
Gain (loss) on investment in Allied Esports Entertainment, Inc. securities		(2,186,557	)		2,094,690			(4,281,247	)		133,944			(2,186,557	)		2,320,501
Total other income (expense)		(2,576,366	)		22,543,428			(25,119,794	)		243,285			(2,576,366	)		2,819,651

Net income (loss) from continuing operations, net of tax		(4,421,001	)		18,628,011			(23,049,012	)

Provision for income taxes		–			–			–

Net loss from continuing operations, net of tax		(4,421,001	)		18,628,011			(23,049,012	)
Net income from discontinued operations		–			(7,421,050	)		(7,421,050	)
Net loss before non-controlling interest		(4,421,001	)		11,206,961			(15,627,962	)
Less: Net loss attributable to redeemable non-controlling interest		–			(1,332,529	)		(1,332,529	)

Net loss attributable to Black Ridge Oil & Gas, Inc.		(4,421,001	)	$	9,874,432		$	(14,295,433	)
Net loss										$	(3,947,828	)	$	(4,421,001	)	$	(473,173	)

Revenues

Revenues commenced during the current year, which were generated by online sales of our freeze-dried foods products. The revenues were $28,213 for the nine months ended September 30, 2021, as we test launched our products. The Company did not earn any revenues during the comparative nine months ended September 30, 2020. We anticipate increased revenues over the remainder of the year, although there can be no assurance.

2328

~~Management fee income~~Cost of Goods Sold

~~The Company did not earn any management fees from its management agreement with BRAC during~~Cost of goods sold for the nine months ended September 30, ~~2020, compared to $153,279~~2021 were $24,295, primarily consisting of material costs and labor on the sales of freeze-dried food products, resulting in a gross profit of approximately 14% during the period. The Company did not have any cost of goods sold during the comparative nine months ended September 30, ~~2019. The decrease is attributable to the termination of the agreement subsequent to the merger between BRAC and AESE on August 9, 2019.~~2020.

General and administrative expenses

Salaries and benefits

Salaries and benefits for the nine months ended September 30, ~~2020~~2021 were ~~$936,304,~~$2,610,884, compared to ~~$910,191~~$1,330,135 for the nine months ended September 30, ~~2019,~~2020, an increase of ~~$26,113,~~$1,280,749, or 3%96%, Salaries and benefits included stock-based compensation expense of $1,015,233, compared to $393,831 for the nine months ended September 30, 2020, an increase of $621,402, or 158%. Stock-based compensation consists of $407,031 and $393,831 of stock options expense incurred in the nine months ended September 30, 2021 and 2020, respectively, and $608,202 of expense related to shares of common stock issued to officers and consultants in the current period for services rendered. The increase in salaries and benefits was primarily due to ~~payroll taxes on the distribution~~increased operations as we developed our freeze-dried food operations and stock-based compensation, as management accepted stock-based compensation in lieu of ~~AESE shares to employees in the current period pursuant to the Management Incentive Plan and accrued severance pay to former officers and employees.~~cash.

~~Stock-based compensation~~

Stock-based compensation expense for the nine months ended September 30, 2020 was $393,831, compared to $2,892,738 for the nine months ended September 30, 2019, a decrease of $2,498,907, or 86%. Stock-based compensation consisted of stock options expense in both periods, and $2,809,033 of expense related to the 2018 Management Incentive Plan in the prior period. Amortization of stock options increased as new options were granted toward the end of February 2020, with a five-year vesting period, and the vesting period was accelerated pursuant to separation agreements entered into on September 30, 2020.

Professional services

~~General and administrative expenses related to professional~~Professional services were $270,779 for the 2021 period, compared to $327,090 for the 2020 period, ~~compared to $79,978 for the 2019 period, an increase~~a decrease of ~~$247,112,~~$56,311, or ~~309%~~17%. The ~~increase~~decrease was primarily due to ~~professional services related to~~legal fees incurred in connection with our asset purchase agreement with S-FDF, ~~LLC.~~LLC in the comparative period that were not necessary in the current period.

Other general and administrative expenses

Other general and administrative expenses for the nine months ended September 30, ~~2020~~2021 was ~~$186,380,~~$1,183,453, compared to ~~$185,035~~$186,380 for the nine months ended September 30, ~~2019,~~2020, an increase of ~~$1,345,~~$997,073, or 1%535%. The increase is primarily attributable to increased administrative infrastructure as we seek to scale the production and sales of our freeze-dried products.

Depreciation

Depreciation expense for the nine months ended September 30, ~~2020~~2021 was ~~$1,030,~~$129,915, compared to ~~$754~~$1,030 for the nine months ended September 30, ~~2019,~~2020, an increase of ~~$276,~~$128,885, or ~~37%~~12,513%. The increase is attributable to the addition of new ~~computer~~ equipment placed in ~~2020.~~service in late 2020 and early 2021.

2429

Other income (expense)

In the nine months ended September 30, 2021, other income was $243,285, consisting of a gain on investments in Allied Esports Entertainment, Inc. securities of $133,944 and a gain on early extinguishment of debt of $113,772 related to the forgiveness of the PPP loan, as offset by $4,431 of interest expense derived from the operating loans the Company received from the PPP and EIDL programs. During the comparative nine months ended September 30, 2020, other expense was $2,576,366, consisting of $384,456 of interest expense derived from the business loans the Company received from Cadence Bank, N.A, RBC Capital Markets, LLC and additional operating loans from the PPP and EIDL programs, including $377,440 of expense related to the amortization of warrants issued in consideration of personal guarantees provided for debt financing, ~~a loss on the disposal of equipment of $5,369,~~ along with a net loss on investments in Allied Esports Entertainment, Inc. of $2,186,557, as offset by $16 of interest ~~income,~~income.

Net loss

Net loss for the nine months ended September 30, 2021 was $3,947,828, compared to ~~other income of $22,543,428~~$4,421,001 during the nine months ended September 30, ~~2019, consisting~~2020, a decrease of ~~the $26,322,687~~$473,173, or 11%. The decreased net loss was primarily due to our gain ~~upon deconsolidation~~on early extinguishment of ~~BRAC~~debt and an offsetting merger incentive expense of $5,874,000 to recognize the cost related to transferring shares of AESE stock to the former owners of Allied Esports and WPT and other investors as incentive to participate in the merger, interest income of $51 and a gain ~~of $2,094,690~~ on ~~the investment~~investments in Allied Esports Entertainment, Inc. ~~pursuant~~securities, compared to our prior period loss on investments, as partially offset by increased stock-based compensation and costs associated with the ~~change in fair market value the AESE shares.~~

~~Provision for income taxes~~

~~The Company had no income tax expense in the 2020 or 2019 periods, as the Company continues to reserve against any deferred tax assets due to the uncertainty~~development of ~~realization of any benefit.~~

~~Net income from discontinued operations~~

Net income from discontinued operations relates to the income and expenses of BRAC during the periods prior to deconsolidation. Net income from discontinued operations of $7,421,050 during the nine months ended September 30, 2019.our freeze-dried food operations.

Liquidity and Capital Resources

The following table summarizes our total current assets, liabilities and working capital at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Current Assets	$	2,685,000	$	7,138,712	$	3,832,399	$	2,390,944

Current Liabilities	$	373,101	$	1,446,407	$	406,940	$	622,791

Working Capital	$	2,311,899	$	5,692,305	$	3,425,459	$	1,768,153

As of September 30, ~~2020,~~2021, we had working capital of ~~$2,311,899.~~$3,425,459.

The following table summarizes our cash flows during the ~~nine-month periods~~nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2021			2020
Net cash used in operating activities	$	(1,111,648	)	$	(9,759,160	)	$	(4,304,501	)	$	(1,111,648	)
Net cash provided by investing activities		1,157,076			6,888,299
Net cash provided by (used in) investing activities								(590,250	)		1,157,076
Net cash provided by financing activities		262,925			1,431,974			5,562,511			262,925

Net change in cash and cash equivalents	$	308,353		$	(1,438,887	)	$	667,760		$	308,353

Net cash used in operating activities was ~~$1,111,648~~$4,304,501 and ~~$9,759,160~~$1,111,648 for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, a period over period ~~improvement~~increase of ~~$8,647,512.~~$3,192,853. The ~~decrease~~increase was primarily due to ~~a decrease~~an increase of ~~$8,618,568~~$1,021,099 in ~~net losses in discontinued~~inventory purchases, as well as, increased costs as we moved our operations ~~of BRAC. Changes in working capital~~ from ~~continuing operating activities resulted in a decrease in cash of $169,715 in the nine months ended September 30, 2020, as compared~~Minnesota to ~~a decrease in cash of $181,718 for the same period in the previous year.~~Texas to develop our new freeze-dried food business.

Net cash ~~provided by~~used in investing activities were ~~$1,157,076 and $6,888,299~~$590,250 for the nine months ended September 30, ~~2020 and 2019, respectively.~~2021. Cash ~~provided by~~used in investing activities were comprised of $1,004,611 of fixed asset purchases, as we built out our freeze-dried foods warehouse and equipment, as partially offset by $414,361 of proceeds ~~of $1,157,076~~received from the sale of investments in Allied Esports Entertainment, Inc. securities during the nine months ended September 30, ~~2020. In the comparative period ended September 30, 2019, virtually all the cash was provided from discontinued operations and was the result of transfers and withdrawals from the Trust Account.~~2021.

Net cash provided by financing activities was ~~$262,925~~$5,562,511 and ~~$1,431,974~~$262,925 for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. All of the ~~2020~~2021 activity was the result of ~~$802,025~~the $2,525,000 we raised from the sale of an aggregate 631,250 shares of the Company’s common stock at $4.00 per share, and another $3,037,511 raised from the sale of an aggregate 714,701 shares sold at $4.25 per share, compared to $262,925 of net proceeds ~~from~~received and repayments on notes payable ~~as offset by $539,100 of repayments, compared to $1,431,974 of cash provided by financing activities from discontinued operations~~ in the comparative nine months ended September 30, ~~2019.~~2020.

Satisfaction of our cash obligations for the next 12 months

As of September 30, ~~2020,~~2021, our balance of cash was ~~$417,109~~$2,580,489 and we had total working capital of ~~$2,311,899.~~$3,425,459. Based on projections of cash expenditures in the Company’s current business plan, the cash on hand as of September 30, 2021 would be insufficient to sustain operations over the next year. We expect to incur significant costs related to the development and operation of our freeze-dried ~~fruit Asset Purchase Agreement which closed on October 1, 2020,~~foods business which will put a strain on our cash resources. ~~Our~~Should the Company be successful in launching its products, we may pursue the expansion of our production capabilities through the construction of a second freeze drier. Adding a second freeze drier would require approximately $1 million of incremental capital and would likely require the Company to identify additional sources of funding. Our plan for satisfying our cash requirements for the next twelve months is through cash on hand and ~~the sale of its AESE shares, however, there can be no assurance the share price will be sufficient to cover our cash obligations for the next 12 months, therefore,~~ additional financing in the form of equity or debt ~~may be needed. The Company realized $1,157,076 of proceeds on~~as needed. Our ability to scale production and distribution capabilities and further increase the ~~sale of 469,968 shares of AESE stock and 505,000 AESEW warrants, and received proceeds of $112,925 on a PPP loan and $150,000 of proceeds on an EIDL loan to be used~~ ~~as working capital to alleviate economic injury caused by COVID-19~~ ~~during the second quarter of 2020. Pursuant to the Asset Purchase Agreement we entered into with S-FDF, LLC on June 9, 2020, we will need to contribute~~ $4 million to the business in the form of proceeds from either the sale of Sponsor Shares after October 1, 2020, proceeds from a financing secured by the AESE Shares after June 9, 2020, proceeds from an equity or convertible debt financing, legal fees paid in connection with the Asset Purchase Agreement, expenses incurred by the Company after August 1, 2020 (except for severance related to change in control payments made to the Company's employees), and the Company's cash as of October 1, 2020 (the “Company Contribution”). If the Company Contribution is less than $4 million on January 1, 2021, then the Final Determination Date will be January 1, 2021~~. The net fair~~ value of ~~the Sponsor Shares~~our brands is ~~approximately $1.8 million currently, however, there can be no assurance we will be able to realize these proceeds upon the sale of the securities.~~largely dependent on our success in raising additional capital.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial conditions and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. On an ongoing basis, we evaluate these estimates and judgments. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

Our critical accounting policies are more fully described in Note 2 of the footnotes to our financial statements appearing elsewhere in this Form 10-Q, and Note 2 of the footnotes to the financial statements provided in our Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, ~~2019.~~2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item

ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Our management, under the direction of our Chief Executive Officer and ~~Interim~~ Chief Financial Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, ~~2020.~~2021. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation our management, including the Company’s Chief Executive Officer and ~~Interim~~ Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as of September 30, ~~2020~~2021 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

There have been no changes in the Company’s internal control over financial reporting during the nine-month period ended September 30, ~~2020~~2021 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

2732

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than routine legal proceedings incident to our business, there are no material legal proceedings to which we are a party or to which any of our property is subject.

ITEM 1A.1A. RISK FACTORS.

~~Risks Due to COVID-19~~

The outbreak of the coronavirus (“COVID-19”) has negatively impacted and could continue to negatively impact the global economy. In addition, the COVID-19 pandemic could disrupt or otherwise negatively impact global credit markets, our operations and our efforts to identify, review and explore opportunities for the Company.

The significant outbreak of COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could continue to negatively impact the global economy. In addition, the global and regional impact of the outbreak, including official or unofficial quarantines and governmental restrictions on activities taken in response to such event, could have a negative impact on our operations and our ability to identify, review and explore alternatives for the Company. More broadly, the outbreak could potentially reduce the value of the AESE Shares that we own and impact the shares of the Company that we may be required to issue to Sellers under the Asset Purchase Agreement.

The COVID-19 outbreak could disrupt or otherwise negatively impact credit and equity markets, which could adversely affect the availability and cost of capital. Such impacts could limit our ability to obtain additional funding through various financing transactions or arrangements, including equity or debt financing or other means.

Social distancing, travel bans and quarantines have limited access in certain respects to our management, support staff, professional advisors and our independent auditors. These factors, in turn, may not only impact our operations, financial condition and our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. In addition, it could impact the ability to complete construction and commence operations of the S-FDF business.

The extent and potential short and long-term impact of the COVID-19 outbreak on our business will depend on future developments, including the duration, severity and spread of the virus, actions that may be taken by governmental authorities and the impact on the financial markets, all of which are highly uncertain and cannot be predicted. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

~~Risks Related to Our Business~~

~~Our freeze-dried foods business is essentially a start-up, and does not have any meaningful history of operations.~~

The assets we purchased under the Asset Purchase Agreement were of a development stage business without any major customers or history of operations upon which to forecast future business trends. We cannot guarantee that we will become profitable. As a developing company, we will need to adopt and implement a plan to increase awareness of our products, secure distribution channels, and foster and strengthen our supply, manufacturing and distribution relationships. It is likely our strategic priorities will need to evolve over time and our business would be materially and adversely effected if we do not properly adapt our strategies to our changing needs and changes in the market.

As our operations develop and grow, we expect to experience significant increases in our working capital requirements. These conditions raise doubt over our ability to meet all of our obligations over the next twelve months ifa smaller reporting company, we are ~~unable~~not required to ~~obtain additional capital. Even if we obtain additional capital and achieve profitability, given~~provide the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.information required by this Item.

~~We have very limited internal distribution and marketing capabilities and are only in the early stages of building our distribution network.~~

We have not yet launched our freeze-dried food products commercially. In order to be successful, we will need to establish a direct to consumer platform and/or relationships with numerous retail outlets through which our products can be sold. While our products have been introduced into a limited number of potential consumers and customers on a trial basis, to date, we have not entered into any relationships with distributors and retail outlets for the sale of our products and have not yet generated revenues through sales. We have extremely limited internal marketing and distribution capabilities and resources. There can be no assurance that we will be successful in establishing a meaningful distribution network or direct to consumer platform or that if the same is established that such network or platform will result in profitable sales of our products.

~~We may need additional financing in the future, which may not be available when needed or may be costly and dilutive.~~

We may require additional financing to support our working capital needs in the future. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our sales goals and otherwise successfully execute our operating plan. Although we believe various debt and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.

~~A worsening of economic conditions or a decrease in consumer spending may adversely impact our ability to implement our business strategy.~~

Our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income. There is no certainty regarding economic conditions in the United States, and credit and financial markets and confidence in economic conditions could deteriorate at any time. Accordingly, we may experience declines in revenue during economic turmoil or during periods of uncertainty. Any material decline in the amount of discretionary spending, leading cost-conscious consumers to be more selective in food products purchased, could have a material adverse effect on our revenue, results of operations, business and financial condition.

~~Fluctuations in various food and supply costs, particularly related to fruit, could adversely affect our operating results.~~

Supplies and prices of the ingredients that we are going to use to can be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics and economics in the producing countries.

These factors subject us to shortages or interruptions in product supplies, which could adversely affect our revenue and profits. In addition, the price of fruit, which is currently our main ingredient in our products, can be highly volatile. The fruit of the quality we seek tends to trade on a negotiated basis, depending on supply and demand at the time of the purchase. An increase in pricing of any fruit that we are going to use in our products could have a significant adverse effect on our profitability. We cannot assure you that we will be able to secure our fruit supply.

Our success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation.

Consumer preferences for food and beverage products change continually and rapidly. Our success depends on our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to consumer preferences, including with respect to health and wellness. If we do not offer products that appeal to consumers, our sales and market share will decrease, which could materially and adversely affect our product sales, financial condition, and operating results.

We must distinguish between short-term trends and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline.

~~Our business depends substantially on the continuing efforts of our senior management and other key personnel, and our business may be severely disrupted if we lose their services.~~

Our future success heavily depends on the continued service of our senior management and other key employees. If one or more of our senior executives is unable or unwilling to continue to work for us in his or her present position, we may have to spend a considerable amount of time and resources searching, recruiting, and integrating a replacement into our operations, which would substantially divert management’s attention from our business and severely disrupt our business. This may also adversely affect our ability to execute our business strategy.

~~Our senior management’s limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.~~

Our senior management team has relatively limited experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

~~We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.~~

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, we may be unable to grow effectively. The loss of any key employee, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

~~Our ability to maintain and expand our distribution network and attract consumers, distributors, retailers and brokers will depend on a number of factors, some of which are outside our control.~~

~~Some of these factors include:~~

~~the level of demand for our brands and products types;~~

~~our ability to price our products at levels competitive with those of competing products; and~~

~~our ability to deliver products in the quantity and at the time ordered by consumers, distributors, retailers and brokers.~~

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

~~If we do not adequately manage our inventory levels, our operating results could be adversely affected.~~

We will need to maintain adequate inventory levels to be able to deliver products on a timely basis. Our inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate demand for our products, we may end up with too much inventory, resulting in higher storage costs and increased trade spend. If we fail to manage our inventory to meet demand, we could damage our relationships with our customers and retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results.

~~Risks Related to Our Industry~~

~~The challenges of competing with other freeze-dried fruit businesses may result in reductions in our revenue and operating margins.~~

We will compete with many companies on the basis of taste, quality and price of product offered, and customer service. Our success depends, in part, upon the popularity of our products and our ability to develop new items that appeal to a broad range of consumers. Shifts in consumer preferences away from products like ours, our inability to develop new items that appeal to a broad range of consumers, or changes in our offerings that eliminate products popular with some consumers could harm our business. We compete with other manufacturers of freeze-dried fruit, frozen fruits, convenience foods, health foods and packaged goods. Many of our competitors or potential competitors have substantially greater financial and other resources than we do, which may allow them to react to changes in the market quicker than we can. In addition, aggressive pricing by our competitors or the entrance of new competitors into our markets, could reduce our revenue and operating margins. We also compete with other employers in our markets for workers and may become subject to higher labor costs as a result of such competition.

~~Concerns over food safety and public health may affect our operations by increasing our costs and negatively impacting demand for our products.~~

We could be adversely affected by diminishing confidence in the safety and quality of certain food products or ingredients. As a result, we may elect or be required to incur additional costs aimed at increasing consumer confidence in the safety of our products. Our success depends on our ability to maintain the quality of our existing and new products. Product quality issues, real or imagined, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products.

~~Product liability exposure may expose us to significant liability.~~

We may face an inherent business risk of exposure to product liability and other claims and lawsuits in the event that the development or use of our technology or prospective products is alleged to have resulted in adverse effects. We may not be able to avoid significant liability exposure. Although we believe our insurance coverage to be adequate, we may not have sufficient insurance coverage, and we may not be able to obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our products. A product liability claim could hurt our financial performance. Even if we ultimately avoid financial liability for this type of exposure, we may incur significant costs in defending ourselves that could hurt our financial performance and condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None.~~The following issuances of our securities during the three-month period ended September 30, 2021 were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder.

Common Stock Sold for Cash

On July 9, 2021, we sold a total of 714,701 shares of common stock, restricted in accordance with Rule 144, to multiple accredited investors at a purchase price of $4.25 per share, including 407,204 shares that were purchased by officers and directors, resulting in proceeds from the sales of $3,037,511.

Common Stock Issued for Services

On August 31, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered.

On August 31, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered.

On July 31, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered.

On July 31, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered.

On July 7, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered.

On July 7, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit		Description
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on December 12, 2012)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on December 12, 2012)
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on February 21, 2020)
~~10.1~~3.4		~~Business Loan~~Articles of Merger (incorporated by reference to Exhibit 3.01 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on January 22, 2021)
10.1		Amended Employment Agreement, dated January 4, 2021, between Claudia Goldfarb and Sow Good Inc. (incorporated by reference to Exhibit 10.20 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March ~~10, 2020,~~31, 2021)
10.2		Amended Employment Agreement, dated January 4, 2021, between ~~Cadence Bank, N.A.~~Claudia Goldfarb and ~~Black Ridge Oil & Gas,~~Sow Good Inc. (incorporated by reference to Exhibit 10.21 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 31, 2021)
10.3		Stock Purchase Agreement, dated February 5, 2021, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form ~~10-Q~~8-K filed with the Securities and Exchange Commission by ~~Black Ridge Oil & Gas,~~Sow Good Inc. on ~~May 15, 2020)~~February 5, 2021)
~~10.2~~10.4		~~Promissory Note dated March 10,~~Amendment to 2020 ~~between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.~~Stock Incentive Plan adopted in October 2020 ~~(incorporated by reference to Exhibit 10.2 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on May 15, 2020)~~
~~10.3~~		~~Commercial Pledge and Security Agreement dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.~~ ~~(incorporated by reference to Exhibit 10.3 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on May 15, 2020)~~
~~10.4~~		~~Form of Commercial Guaranty dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.~~ (incorporated by reference to Exhibit 10.4 of the Form 10-Q filed with the Securities and Exchange Commission by ~~Black Ridge Oil & Gas,~~Sow Good Inc. on May ~~15, 2020)~~13, 2021)
10.5		~~Asset Purchase Agreement dated June 9,~~Amendment to 2020 ~~between S-FDF, LLC and Black Ridge Oil & Gas, Inc.~~Stock Incentive Plan adopted in January 2021 (incorporated by reference to Exhibit ~~10.2~~10.5 of the Form ~~SC 13D/A~~10-Q filed with the Securities and Exchange Commission by ~~Black Ridge Oil & Gas,~~Sow Good Inc. on ~~June 17, 2020)~~May 13, 2021)
10.6		Amendment to ~~Asset Purchase Agreement dated October 1,~~ 2020 ~~between S-FDF, LLC and Black Ridge Oil & Gas, Inc.~~ ~~(incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on October 6, 2020)~~
~~10.7~~		~~Promissory Note dated April 24, 2020, between Kensington Bank and Black Ridge Oil & Gas, Inc.~~Stock Incentive Plan adopted in March 2021 (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed with the Securities and Exchange Commission by ~~Black Ridge Oil & Gas,~~Sow Good Inc. on ~~August 11, 2020)~~May 13, 2021)
~~10.8~~10.7		~~Promissory Note~~Stock Purchase Agreement, dated ~~June 16, 2020, between~~July 2, 2021, by and among the ~~U.S. Small Business Administration~~Company and ~~Black Ridge Oil & Gas, Inc.~~the Purchasers named therein (incorporated by reference to Exhibit ~~10.7~~10.1 of the Form ~~10-Q~~8-K filed with the Securities and Exchange Commission by ~~Black Ridge Oil & Gas,~~Sow Good Inc. on ~~August 11, 2020)~~July 7, 2021)
~~10.9~~31.1*		~~Security Agreement dated June 16, 2020, between the U.S. Small Business Administration and Black Ridge Oil & Gas, Inc.~~ ~~(incorporated by reference to Exhibit 10.8 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on August 11, 2020)~~
~~10.10~~		~~Loan Authorization & Agreement dated June 16, 2020, between the U.S. Small Business Administration and Black Ridge Oil & Gas, Inc.~~ ~~(incorporated by reference to Exhibit 10.9 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on August 11, 2020)~~
10.11*		~~Amended and Restated Employment Agreement dated September 30, 2020, between Kenneth DeCubellis and Black Ridge Oil & Gas, Inc~~
10.12*		~~Separation Agreement and Release dated September 30, 2020, between Michael Eisele and Black Ridge Oil & Gas, Inc.~~
31.1*		Section 302 Certification of Chief Executive Officer
31.2*		Section 302 Certification of ~~Interim~~ Chief Financial Officer
32.1*		Section 906 Certification of Chief Executive Officer
32.2*		Section 906 Certification of ~~Interim~~ Chief Financial Officer
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL ~~Labels~~Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

*Filed herewith

3234

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~BLACK RIDGE OIL & GAS,~~SOW GOOD INC.

Dated: November ~~12, 2020~~15, 2021	By:	/s/ Claudia Goldfarb
		Claudia Goldfarb, Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Brad Burke
		~~Interim~~ Chief Financial Officer (Principal Financial Officer)

3335

Net loss on investment in Allied Esports Entertainment, Inc. securities for the nine months ended September 30, 2020	$	(2,186,557	)
Less: Net gains and losses recognized during 2020 on equity securities sold during the period		(198,012	)
Unrealized losses recognized during 2020 on equity securities still held at September 30, 2020	$	(2,384,569	)