Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 Commission file number 000-53952 Black Ridge Oil & Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 27-2345075 (State of Incorporation) (I.R.S. Employer Identification No.) 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 (Address of principal executive offic ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2019 or ☐ 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 (Exact name of registrant as specified in its charter) Nevada (State or other jurisdi ...

Table of Contents 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 June 30, 2019 [ ] 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 (Exact name of registrant as specified in its charter) Nevada (State or other jurisdict ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported no revenue and a net loss, with its financial position dominated by its SPAC subsidiary, BRAC [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets remained stable, dominated by restricted cash in a trust account, while stockholders' equity declined Condensed Consolidated Balance Sheet Highlights (as of March 31, 2019 vs. December 31, 2018) | Account | March 31, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $826,525 | $1,503,500 | | Total current assets | $927,003 | $1,557,448 | | Restricted cash and investments held in trust | $142,027,742 | $141,307,307 | | **Total assets** | **$142,956,336** | **$142,865,980** | | Total current liabilities | $790,064 | $659,351 | | **Total liabilities** | **$790,064** | **$659,351** | | Redeemable non-controlling interest | $141,341,003 | $140,738,954 | | **Total stockholders' equity** | **$825,269** | **$1,467,675** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company generated no revenue, with a net loss improving year-over-year due to higher interest income Consolidated Statement of Operations Summary (For the Three Months Ended March 31) | Account | 2019 | 2018 | | :--- | :--- | :--- | | Total revenues | $0 | $0 | | Total operating expenses | $697,828 | $644,954 | | Net operating loss | ($697,828) | ($644,954) | | Total other income (expense) | $816,119 | $475,797 | | Net loss | ($68,288) | ($263,824) | | Net loss attributable to Black Ridge Oil & Gas, Inc. | ($670,337) | ($633,029) | | Net loss per common share | ($0.00) | ($0.00) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased, leading to a significant decrease in the company's cash balance Consolidated Cash Flow Summary (For the Three Months Ended March 31) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | ($771,799) | ($500,950) | | Net cash provided by investing activities | $94,824 | $0 | | Net cash provided by financing activities | $0 | $0 | | **Net change in cash** | **($676,975)** | **($500,950)** | | Cash at beginning of period | $1,503,500 | $1,477,089 | | **Cash at end of period** | **$826,525** | **$976,139** | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the consolidation of the BRAC SPAC, a proposed business combination, and a going concern uncertainty - The company's business is focused on acquiring oil and gas assets and sponsoring a special purpose acquisition company, Black Ridge Acquisition Corp (BRAC)[22](index=22&type=chunk)[24](index=24&type=chunk) - BRAC is determined to be a variable interest entity (VIE) with the company as the primary beneficiary, leading to its consolidation in the financial statements[29](index=29&type=chunk)[70](index=70&type=chunk) - There is **substantial doubt about the company's ability to continue as a going concern**, as its cash on hand of **$826,525** is insufficient to fund expenses over the next year[49](index=49&type=chunk)[50](index=50&type=chunk) - On December 19, 2018, BRAC entered into a business combination agreement to acquire Allied Esports Entertainment, Inc and WPT Enterprises, Inc from Ourgame International Holdings Ltd[67](index=67&type=chunk)[122](index=122&type=chunk)[124](index=124&type=chunk) - As of March 31, 2019, the parent company (BROG) has loaned BRAC an aggregate of **$650,000** via convertible promissory notes to cover expenses related to the proposed business combination[79](index=79&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the proposed BRAC business combination, rising expenses, and a significant going concern risk [Overview and Outlook](index=28&type=section&id=Overview%20and%20Outlook) The company's primary focus is the proposed merger with Allied Esports and WPT, amid a going concern uncertainty - The company is focused on its oil and gas business and its role as sponsor and manager of Black Ridge Acquisition Corp (BRAC), which is pursuing a business combination[137](index=137&type=chunk)[147](index=147&type=chunk) - BRAC has entered into a merger agreement to acquire Allied Esports and WPT from Ourgame, aiming to create a combined esports and entertainment company[138](index=138&type=chunk)[142](index=142&type=chunk) - A **going concern uncertainty exists** as the cash balance of **$826,525** as of March 31, 2019, is insufficient to cover cash needs over the next year[144](index=144&type=chunk)[145](index=145&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Operating expenses increased due to costs from the proposed business combination, offset by higher interest income Comparison of Results of Operations (Three Months Ended March 31) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Total general and administrative expenses | $697,385 | $642,396 | | Net operating loss | ($697,828) | ($644,954) | | Other income (expense) | $816,119 | $475,797 | | Net loss attributable to Black ridge Oil & Gas, Inc. | ($670,337) | ($633,029) | - The increase in professional services expenses by **19% to $101,060** was primarily due to increased accounting and legal services for BRAC's proposed acquisition[156](index=156&type=chunk) - Other general and administrative expenses increased by **65% to $250,284**, attributable to increased travel, filing fees, and investor relations related to the proposed business combination[157](index=157&type=chunk) - Other income increased significantly due to higher interest income from the restricted trust account, which was **$811,335 in Q1 2019** compared to $417,712 in Q1 2018[159](index=159&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash position is insufficient for the next year, necessitating additional financing or new revenue Working Capital Summary | Item | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Current Assets | $927,003 | $1,557,448 | | Current Liabilities | $790,064 | $659,351 | | **Working Capital** | **$136,939** | **$898,097** | - Net cash used in operating activities increased by **$270,849 year-over-year**, from $500,950 in Q1 2018 to $771,799 in Q1 2019, primarily due to higher G&A expenses[165](index=165&type=chunk) - The company plans to satisfy its cash requirements for the next twelve months through additional management service fees and by seeking **additional financing via equity or debt**[168](index=168&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company has no long-term debt and therefore reports no significant exposure to interest rate risk - The company currently has **no long-term debt**, so changes in interest rates are not expected to significantly impact its operations or cash flows[173](index=173&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - Management concluded that the company's **disclosure controls and procedures were effective** as of the end of the period, March 31, 2019[175](index=175&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[176](index=176&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not party to any material legal proceedings - There are **no material legal proceedings** to which the company is a party[179](index=179&type=chunk) [Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company is exempt from providing risk factor disclosures as a smaller reporting company - The company is not required to provide risk factor information as it qualifies as a **smaller reporting company**[180](index=180&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the period - None[181](index=181&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None[182](index=182&type=chunk) [Other Information](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information required to be disclosed under this item - None[184](index=184&type=chunk) [Exhibits](index=35&type=section&id=ITEM%206.%20EXHIBITS) This section lists filed exhibits, including promissory notes, certifications, and XBRL data files - Exhibits filed include two promissory notes from BRAC to the company, CEO/CFO certifications, and XBRL interactive data files[186](index=186&type=chunk)

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 Commission file number 000-53952 Black Ridge Oil & Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 27-2345075 (State of Incorporation) (I.R.S. Employer Identification No.) 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 (Address of principal executive offic ...