SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~September 30, 2011~~March 31, 2012

o 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

(Formerly Ante5, Inc.)

Delaware

(State or other jurisdiction of incorporation or organization)

27-2345075

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

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.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o		Smaller reporting company	x

The number of shares of registrant’s common stock outstanding as of ~~November 11, 2011~~May 14, 2012 was ~~47,402,965.~~47,979,990.

FINANCIAL STATEMENTS (Unaudited)

Notes to the Condensed Financial Statements (Unaudited)

CONTROLS AND PROCEDURES

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

~~(REMOVED AND RESERVED)~~MINE SAFETY DISCLOSURES

~~PART I - FINANCIAL INFORMATION~~

~~ITEM 1.~~ ~~FINANCIAL STATEMETNS~~

~~ANTE5,~~BLACK RIDGE OIL & GAS, INC. (Formerly Ante5, Inc.)

CONDENSED BALANCE SHEETS

Contingent consideration receivable, net of current portion and allowance of $878,650

Preferred stock, $0.001 par value, 20,000,000 shares

authorized, no shares issued and outstanding

Common stock, $0.001 par value, 100,000,000 shares authorized,

47,402,965 and 37,303,614 shares issued and outstanding at

September 30, 2011 and December 31, 2010, respectively

Common stock, $0.001 par value, 100,000,000 shares authorized, 47,402,965 shares issued and outstanding

See accompanying notes to financial statements.

~~ANTE5,~~

BLACK RIDGE OIL & GAS, INC. (Formerly Ante5, Inc.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,
	2012			2011

Oil and gas sales	$	666,206		$	96,940

Operating expenses:
Production expenses		144,151			5,623
Production taxes		75,432			9,430
General and administrative		713,891			368,877
Depletion of oil and gas properties		286,903			36,148
Accretion of discount on asset retirement obligations		797			120
Depreciation and amortization		6,850			3,122
Total operating expenses		1,228,024			423,320

Net operating loss		(561,818	)		(326,380	)

Other income (expense):
Interest income		42			1,156
Interest (expense)		(353,265	)		-
Total other income (expense)		(353,223	)		1,156

Loss before provision for income taxes		(915,041	)		(325,224	)

Provision for income taxes		154,184			274,300

Net (loss)	$	(760,857	)	$	(50,924	)


Weighted average number of common shares outstanding - basic and fully diluted		47,402,965			37,839,900

Net (loss) per share - basic and fully diluted	$	(0.02	)	$	(0.00	)

For the Three Months
Ended September 30,

For the Nine
Months Ended

April 9, 2010
(Inception) to

2011 2010 September 30, 2011 September 30, 2010

Oil and gas sales $ 900,511 $ - $ 1,248,041 $ -

Operating expenses:
Production expenses 362,560 - 379,535 -
Production taxes 101,936 - 138,939 -
General and administrative 474,570 148,064 1,332,556 487,594
Depletion of oil and gas properties 327,363 - 431,893 -
Accretion of discount on asset retirement obligations 154 - 420 -
Depreciation and amortization 2,869 743 8,951 1,362
Total operating expenses 1,269,452 148,807 2,292,294 488,956

Net operating loss (368,941 ) (148,807 ) (1,044,253 ) (488,956 )

Other income (expense):
Interest income 252 1,988 1,664 4,044
Interest (expense) (38,233 ) (2,889 ) (63,723 ) (11,429 )
Other income 20,410 140,882 20,410 140,882
Loss on disposal of equipment - - (1,061 ) -
Indemnification expenses - - (97,986 ) -
Total other income (expense) (17,571 ) 139,981 (140,696 ) 133,497

Loss before provision for income taxes (386,512 ) (8,826 ) (1,184,949 ) (355,459 )

Provision for income taxes 48,300 - 380,500 -

Net (loss) $ (338,212 ) $ (8,826 ) $ (804,449 ) $ (355,459 )

Weighted average number of common shares
outstanding - basic and fully diluted
45,661,345 21,292,333 41,364,318 21,292,333

Net (loss) per share - basic and fully diluted $ (0.01 ) $ - $ (0.02 ) $ (0.02 )

See accompanying notes to financial statements.

~~ANTE5,~~BLACK RIDGE OIL & GAS, INC. (Formerly Ante5, Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

							For the Three Months Ended March 31,
	For the Nine Months Ended September 30, 2011			April 9, 2010 (Inception) to September 30, 2010			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(804,449	)	$	(355,459	)	$	(760,857	)	$	(50,924	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depletion of oil and gas properties		431,893			-			286,903			36,148
Depreciation and amortization		8,951			1,362			6,850			3,122
Amortization of deferred financing costs								45,984			-
Accretion of discount on asset retirement obligations		420			-			797			120
Loss on disposal of equipment		1,061			-
Loss on sale of debt securities		-			8,363
Common stock granted for services		43,120			-
Common stock warrants granted		46,264			-			228,888			-
Common stock warrants granted, related parties		8,164			-			40,393			-
Common stock options granted, related parties		492,359			58,425			237,461			133,099
Decrease (increase) in assets:
Accounts receivable		(962,211	)		(11,633	)		249,336			(84,881	)
Prepaid expenses		(113,224	)		(15,234	)
Other current assets								391,142			(134,358	)
Contingent consideration receivable		159,897			141,365			207,033			60,908
Other assets								(438,539	)		-
Increase (decrease) in liabilities:
Accounts payable		187,100			(23,378	)		122,902			(40,026	)
Accounts payable, related parties		(69,792	)		-			6,212			-
Accrued expenses		(47,267	)		29,546			38,089			(43,988	)
Royalties payable		(7,994	)		(9,294	)		(10,352	)		(3,045	)
Deferred tax liability		(380,500	)		-			(154,184	)		(274,300	)
Net cash used in operating activities		(1,006,208	)		(175,937	)
Net cash provided by (used in) operating activities								498,058			(398,125	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in spin-off from Ante4, Inc.		-			258,712
Proceeds from sale of short term investments		-			3,700,000
Purchases and increases in oil and gas properties		(9,929,935	)		-			(2,436,964	)		(2,496,576	)
Purchases of other property and equipment		(62,360	)		-			(3,660	)		(18,371	)
Net cash used in investing activities		(9,992,295	)		3,958,712			(2,440,624	)		(2,514,947	)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on line of credit		-			(2,437,336	)
Proceeds from the sale of common stock, net of $526,444 of offering costs		5,616,057			-
Proceeds from line of credit								2,000,000			-
Proceeds from the exercise of common stock options		17,280			-			-			7,800
Net cash provided by (used in) financing activities		5,633,337			(2,437,336	)
Net cash provided by financing activities								2,000,000			7,800

NET CHANGE IN CASH		(5,365,166	)		1,345,439			57,434			(2,905,272	)
CASH AT BEGINNING OF PERIOD		8,577,610			-			1,401,141			8,577,610
CASH AT END OF PERIOD	$	3,212,444		$	1,345,439		$	1,458,575		$	5,672,338


SUPPLEMENTAL INFORMATION:
Interest paid	$	9,295		$	6,854		$	-		$	-
Income taxes paid	$	-		$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of oil and gas properties paid subsequent to period-end	$	1,886,009		$	-		$	6,598,905		$	1,006,644
Deposits on purchase of oil and gas properties owed in common stock							$	438,539		$	-
Purchase of oil and gas properties through issuance of common stock	$	4,940,269		$	-		$	-		$	2,291,080
Capitalized asset retirement obligations	$	3,247		$	-
Capitalized asset retirement costs							$	24,746		$	-

See accompanying notes to financial statements.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Organization and Nature of Business

Effective April 2, 2012, Ante5, Inc. changed its corporate name to Black Ridge Oil & Gas, Inc., and continues to trade its common stock on the OTC QB and OTC BB under the trading symbol “ANFC”. Black Ridge Oil & Gas, Inc. (Formerly Ante5, Inc.) (the “Company”) became an independent company in April 2010 when the spin-off from our former parent company, Ante4, Inc. (now Voyager Oil & Gas, Inc.), became effective. We became a publicly traded company when our shares began trading on July 1, 2010. Since October 2010, we have 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. Our strategy is to participate in the exploration, development and production of oil and gas reserves as a non-operating working interest owner in a growing, diversified portfolio of oil and gas wells. We aggressively seek to accumulate mineral leases to position us to participate in the drilling of new wells on a continuous basis. Occasionally we also purchase working interests in producing wells.

We also inherited assets from our former parent company prior to our spin off. These historical assets relate to our former parent company’s business as WPT Enterprises, Inc., when it created internationally branded products through the development, production and marketing of televised programming based on gaming themes. The primary historical gaming asset is our license agreement with a subsidiary of PartyGaming, PLC, an international online casino gaming company. We are entitled to royalty payments from that license agreement. We manage our historical assets to monetize them. ~~Our common stock is currently traded on the OTC QB and OTC BB under the trading symbol “ANFC”.~~

The Company’s focus is the acquisition, exploration, development and production of crude oil and natural gas properties, primarily in the Bakken and Three Forks trends in North Dakota and Montana. We believe that our prospective success revolves around our ability to acquire mineral rights and participate in drilling activities by virtue of our ownership of such rights and through the relationships we have developed with our operating partners.

As a non-operating working interest partner, we participate in drilling activities primarily on a heads-up basis. Before a well is spud, an operator is required to offer all mineral lease owners in the designated well spacing unit the right to participate in the drilling and production of the well. Drilling costs and revenues from oil and gas sales are split pro-rata based on acreage ownership in the designated drilling unit. We rely on our operator partners to identify specific drilling sites, permit, and engage in the drilling process. As a non-operator we are focused on maintaining a low overhead structure.

We commenced our oil and gas business in the fall of ~~2010 and, completed our initial reservoir engineering calculations as of June 30, 2011.~~2010. Our goal is to deploy our capital to maximize our oil and gas production and reserves.

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, ~~2010,~~2011, which were included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010.~~2011. The Company follows the same accounting policies in the preparation of interim reports.

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

~~Former Development Stage Company~~

Prior to 2011, the Company was considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company had disclosed the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. The Company’s realized revenues and oil & gas operations in 2011 met this criteria, as such, the Company is no longer a development stage company and, accordingly, the cumulative statements of operations and cash flows from inception to the current balance sheet date have not been presented.

~~Comparative Periods~~

The Company was spun-off from an unrelated business in April of 2010. As a result, the comparative financial statements for the nine month period ended September 30, 2010 are based on a short period.

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.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs. At this time, management knows of no substantial losses from environmental accidents or events for which the Company may be currently liable.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. Cash and cash equivalents consist of the following:

	September 30, 2011		December 31, 2010
					March 31, 2012		December 31, 2011
Cash	$	205,678	$	131,859	$	617,468	$	474,314
Money market funds		3,006,766		8,445,751		841,107		926,827
Total	$	3,212,444	$	8,557,610	$	1,458,575	$	1,401,141

Cash in Excess of FDIC Insured 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) up to ~~$200,000. At September 30, 2011, the~~$250,000 under current regulations. The Company had approximately ~~$2,805,800~~$958,303 and $650,165 in excess of FDIC insured ~~limits.~~limits At March 31, 2012 and December 31, 2011, respectively. The Company has not experienced any losses in such accounts.

Deferred Financing Costs

Costs relating to obtaining certain debts are capitalized and amortized over the term of the related debt using the straight-line method. The unamortized balance of deferred financing costs at March 31, 2012, and December 31, 2011, was $52,984 and $-0-, respectively. Amortization of deferred financing costs charged to operations was $45,984 and $-0- for the three months ended March 31, 2012 and 2011, respectively. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to operations.

Website Development Costs

The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities:

1)	Initial stage (planning), whereby the related costs are expensed.

2)	Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures.

3)	Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality.

We have ~~incurred~~capitalized a total of ~~$40,000~~$56,660 of website development costs from inception through March 31, 2012. We depreciate our website development costs on a straight line basis over the ~~date~~useful life of ~~this report~~the assets, which is currently three years. We have recognized depreciation expense on these website costs of $4,465 and $-0- as ~~incurred pursuant to the development stage. As a result, these costs have been capitalized, but depreciation has not yet commenced.~~

of March 31, 2012 and 2011, respectively.

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

Income Taxes

~~Ante5~~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. ~~Ante5~~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.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Segment Reporting

Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. 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.

Non-Oil & Gas Property and Equipment

Property and equipment that are not oil and gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years. Expenditures for replacements, renewals, and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Long-lived assets, other than oil and gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable. The Company has not recognized any impairment losses on non-oil and gas long-lived assets. Depreciation expense was ~~$8,951~~$6,850 and $3,122 for the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012 and 2011, respectively.

Revenue Recognition and Gas Balancing

The Company recognizes oil and gas revenues from its interests in producing wells when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable. The Company uses the sales method of accounting for gas balancing of gas production and would recognize a liability if the existing proven reserves were not adequate to cover the current imbalance situation.

Asset Retirement Obligations

The Company records the fair value of a liability for an asset retirement obligation in the period in which the well is spud or the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Full Cost Method

The Company follows the full cost method of accounting for oil and gas operations whereby all costs related to the exploration and development of oil and gas properties are initially capitalized into a single cost center ("full cost pool"). Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to the production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Capitalized costs are summarized as follows for the three months ended March 31, 2012 and 2011, respectively:

	For the Three Months Ended March 31, 2012		For the Three Months Ended March 31, 2011
Capitalized Certain Payroll and Other Internal Costs	$	33,049	$	52,789
Capitalized Interest Costs		-		-
Total	$	33,049	$	52,789

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of ~~25%~~20% or more of the proved reserves related to a single full cost pool. ~~As of September 30, 2011, the Company has had no property sales.~~

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

The Company assesses all items classified as unevaluated property on a quarterly basis for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization. ~~As of September 30, 2011, the Company had no impairment or reduction in value within costs subject to the depletion calculation.~~

Capitalized costs associated with impaired properties and properties having proved reserves, estimated future development costs, and asset retirement costs under FASB ASC 410-20-25 are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves as determined by independent petroleum engineers. The costs of unproved properties are withheld from the depletion base until such time as they are either developed or abandoned.

Capitalized costs of oil and gas properties (net of related deferred income taxes) may not exceed an amount equal to the present value, discounted at 10% per annum, of the estimated future net cash flows from proved oil and gas reserves plus the cost of unproved properties (adjusted for related income tax effects). Should capitalized costs exceed this ceiling, impairment is recognized. The present value of estimated future net cash flows is computed by applying the arithmetic average first day price of oil and natural gas for the preceding twelve months to estimated future production of proved oil and gas reserves as of the end of the period, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions. Such present value of proved reserves' future net cash flows excludes future cash outflows associated with settling asset retirement obligations. Should this comparison indicate an excess carrying value, the excess is charged to earnings as an impairment expense.

Impairment

FASB ASC 360-10-35-21 requires that assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Oil and gas properties accounted for using the full cost method of accounting (which the Company uses) are excluded from this requirement but continue to be subject to the full cost method's impairment rules.

FASB ASC 310-40 requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. The Company considers the contingent consideration receivable received pursuant to a sale of substantially all of the assets of ~~Ante4, Inc.,~~the Company, as received in the spin-off on April 16, 2010, to be accounted for in accordance with ASC 310-40. As such, we test for impairment annually using the present value of expected future net cash flows.

Basic and Diluted 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 ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, 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 adopted FASB guidance on stock based compensation upon inception at April 9, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. ~~Stock~~Common stock and stock options issued for services and compensation totaled ~~$492,359~~$237,461 and $133,099 for the ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, 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, $269,281 and $-0- of warrants were amortized during the three months ended March 31, 2012 and 2011, respectively, pursuant to warrants granted in consideration for a line of credit facility. The warrants are being amortized over the life of the loan, which was accelerated and terminated on April 12, 2012.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Uncertain Tax Positions

Effective upon inception at April 9, 2010, the Company adopted new standards for accounting for uncertainty in income taxes. 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 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. (formerly Ante5, Inc.) has not yet undergone an examination by any taxing authorities. ~~Ante5~~The Company has indemnified Voyager Oil and Gas (Ante4), however, for any unrecognized liabilities which is limited to $2,500,000, and ~~terminates~~terminated on or about April 15, ~~2012.~~2012, subject to customary exceptions from these limitations. In July of 2011 the Internal Revenue Service completed an examination of federal income tax returns of Voyager Oil and Gas (Ante4) for the years ended January 3, 2010 and December 28, 2008. As a result of the examination we reimbursed Voyager Oil and Gas ~~paid~~for their payments of $11,417 of federal taxes and, based on the federal examination, ~~filed~~ amended state returns in California ~~and paid~~that totalled an additional $48,666 in state taxes. In addition, we reimbursed Voyager Oil and Gas ~~paid~~for their payments of an additional $37,903 in California payroll taxes related to an underpayment by Ante4 from 2010.

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

In ~~September~~December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step2011-12, “Deferral of the ~~goodwill impairment test. The amendments in this ASU are effective~~Effective Date for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements forAmendments to the ~~most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.~~

~~In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220):~~ Presentation of Reclassifications of Items out of Accumulated Other Comprehensive ~~Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for~~Income in Accounting Standards Update No. 2011-05. This update defers the ~~Company on January 1, 2012. This guidance eliminates the option~~requirement to present ~~the components of~~items that are reclassified from accumulated other comprehensive income ~~as part of~~to net income in both the statement of ~~changes in stockholders’ equity. In addition, items of~~income where net income is presented and the statement where other comprehensive income ~~that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance~~ is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income.presented. The adoption of ASU ~~2011-05~~2011-12 is not expected to have a material impact on our financial position or results of operations.

Note 3 – Other Current Assets

As of March 31, 2012 and December 31, 2011 other current assets included the following:

	March 31, 2012		December 31, 2011
Deferred financing costs	$	52,984	$	52,049
Prepaid expenses		479,617		40,599
	$	532,601	$	92,648

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

~~Note 3 – Spin-Off~~

On April 16, 2010, the Company, formerly a wholly-owned subsidiary of Ante4, Inc., was spun-off. As a result, on June 14, 2010 the Company distributed a total of 21,292,333 shares to holders of record of Ante4, Inc. as of the close of trading on April 15, 2010 on a 1:1 basis.

~~The following table summarizes the fair value of assets acquired and liabilities assumed:~~

Assets acquired
Cash $ 258,712
Accounts receivable 33,708
Investment in debt securities and related put rights 3,708,363
Contingent consideration receivable 7,532,985
Property and Equipment 15,706
Less: accumulated depreciation and depletion (11,620 )
Total assets acquired 11,537,854
Liabilities assumed
Accounts payable 449,164
Royalties payable 415,000
Line of credit 2,437,336
Notes payable 500,000
Deferred tax liability 3,144,400
Total fair value of assets, net of liabilities assumed
$ 4,591,954

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

Note 4 – Property and Equipment

Property and equipment at ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, consisted of the following:

The following table shows depreciation, depletion, and amortization expense by type of asset:

Note 5 – Oil and Gas Properties

The following table summarizes gross and net productive oil wells by state at ~~September 30,~~March 31, 2012 and 2011. A net well represents our percentage ownership of a gross well. The following table does not include wells in which our interest is limited to royalty and overriding royalty interests. The following table also does not include wells which were awaiting completion, in the process of completion or awaiting flow back subsequent to fracture stimulation.

The Company’s oil and gas properties consist of all acreage acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs. As of ~~September 30,~~March 31, 2012 and 2011, ~~and December 31, 2010,~~ our principal oil and gas assets included approximately ~~9,880~~11,259 and ~~3,712~~5,686 net acres, respectively, located in North Dakota.

In the third quarter of 2010, the Company acquired ownership interest in several mineral leases covering approximately 3,712 net acres. In consideration for their assignment of these mineral leases, the Company paid the sellers a total of $2,969,648 of cash and issued to them 5,011,281 shares of our common stock, and assigned to the sellers a 2% overriding royalty interest in the mineral leases, effective on the closing.

In the first quarter of 2011, the Company has acquired at total of 1,974 net mineral acres. In consideration for their assignment of these mineral leases, the Company paid a total of $2,410,032 of cash and issued 1,494,962 shares of our common stock.

In the second quarter of 2011, the Company acquired a total of 3,953 net mineral acres. In consideration for their assignment of these mineral leases, the Company paid a total of $2,830,925 of cash and issued 2,649,189 shares of our common stock.

~~In the third quarter of 2011, the Company acquired a total of 240 net mineral acres. In consideration for their assignment of these mineral leases, the Company paid a total of $720,667 of cash.~~

The following table summarizes our capitalized costs for the purchase and development of our oil and gas properties for the ~~nine~~three months ended ~~September~~March 31, 2012 and 2011, respectively:

	For the Three Months Ended March 31, 2012			For the Three Months Ended March 31, 2011

Purchases of oil and gas properties and development costs for cash	$	2,436,964		$	2,496,576
Purchase of oil and gas properties paid subsequent to period-end		6,598,905			1,006,644
Prior year purchase of oil and gas properties paid in current year		(2,422,150	)		-
Purchases of oil and gas properties through the issuance of common stock		-			2,291,080
Capitalized asset retirement costs		24,746			-
Total purchase and development costs, oil and gas properties	$	6,638,465		$	5,794,300

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Potential acquisitions subsequent to the three months ended March 31, 2012

On March 22, 2012, we entered into an asset purchase agreement with Twin City Technical, LLC, a North Dakota limited liability company, and Irish Oil and Gas, Inc., a Nevada corporation, dated March 21, 2012, to acquire all of the Sellers’ right, title and interest in and to certain oil and gas mineral leases comprising approximately 8,655 net acres of undeveloped oil and gas properties primarily located in McKenzie, Mountrail, Williams, Burke, Divide, Dunn Counties, and other associated positions in North Dakota, in consideration for a total of $24,235,036 of cash payable in full at the closing, plus an aggregate of 577,025 shares of the Company’s common stock, which shares of common stock were issued as a deposit on April 30, 2012, and were presented in other assets and as a subscription payable as of March 31, 2012 at the fair value of $438,539, based on the closing stock price on the date of the agreement. The closing of the purchase and sale of the assets is expected to occur upon the satisfaction or waiver of the conditions set forth in the asset purchase agreement, but no later than June 1, 2012, unless the Sellers and us mutually agree in writing to extend the closing date. Among other things, closing is conditioned on the Company having obtained sufficient capital to pay the cash portion of the purchase price.

Acquisitions during the three months ended March 31, 2012

On March 16, 2012, we purchased approximately 259 net acres of oil and gas properties in North Dakota from a total of nine different sellers. In consideration for their assignment of these mineral leases, we paid the sellers a total of $131,210.

On February 14, 2012, we purchased approximately 543 net acres of oil and gas properties in North Dakota. In consideration for the assignment of these mineral leases, we paid the seller a total of $944,096.

Acquisitions during the three months ended March 31, 2011

On March 16, 2011, we closed an asset purchase agreement with the Sellers under which we acquired Sellers’ ownership interest in several mineral leases covering approximately 1,105 net acres of undeveloped oil and gas properties and 20 net acres of developed producing properties in Mountrail, Williams and Burke Counties in North Dakota in the Williston Basin. In consideration for their assignment of the mineral leases, we paid Sellers a total of $1,372,787 of cash and issued to them 871,960 shares of our common stock, and issued an additional 400,000 shares of our common stock to an unaffiliated designee of the Sellers.

On February 28, 2011, we closed an asset purchase agreement with the Sellers under which we acquired Sellers’ ownership interest in several mineral leases covering approximately 732 net acres of oil and gas properties in Williams, Mountrail, Dunn, Burke, Billings, Golden Valley, McKenzie and Stark counties in North Dakota. In consideration for their assignment of these mineral leases, we paid Sellers a total of $821,270 of cash and issued to them 205,050 shares of our common stock.

On February 11, 2011, we acquired additional oil and gas acreage from three unaffiliated sellers in two separate transactions encompassing mineral leases covering a total of approximately 117 net acres in Mountrail, Williams and Dunn counties in North Dakota for which we paid total cash of $215,975 and issued a total of 17,952 shares of our common stock.

Note 6 – Asset Retirement Obligation

The Company has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities. Under the provisions of FASB ASC 410-20-25, the fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.

The following table summarizes the Company’s asset retirement obligation transactions recorded in accordance with the provisions of FASB ASC 410-20-25 during the three months ended March 31, 2012 and the year ended December 31, 2011:

	March 31, 2012		December 31, 2011
Beginning Asset Retirement Obligation	$	3,900	$	-
Liabilities Incurred for New Wells Placed in Production		24,746		3,391
Accretion of Discount on Asset Retirement Obligations		797		509
Ending Asset Retirement Obligation	$	29,443	$	3,900

September 30, 2011
Purchases of oil and gas properties and development costs for cash $ 9,929,935
Purchases of oil and gas properties for cash paid subsequent to September 30, 2011 1,886,009
Purchases of oil and gas properties through the issuance of common stock 4,940,269
Capitalized asset retirement obligations 3,247
Total purchase and development costs, oil and gas properties $ 16,759,460

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

Note 67 – Related Party

On February 22, 2011, we granted 500,000 stock options to James Moe, our chief financial officer. The options vest annually over three years beginning on March 14, 2012 and are exercisable until February 21, 2021 at an exercise price of $1.65 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $1.3661, was $683,070, and is being amortized over the implied service term, or vesting period, of the options. The Company recognized $123,333 of compensation expense during the nine months ended September 30, 2011.

~~Financing Arrangement~~

On May 2, 2011, we entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) with certain lenders (collectively, the “Lenders” and individually a “Lender”) and Prenante5, LLC, as agent for the Lenders (PrenAnte5, LLC, in such capacity, the “Agent”). The facility provides $10 million in financing to be made available for drilling projects on the Company’s North Dakota Bakken and Three Forks position. The facility will be available for a period of three years over which time we may draw on the line seven times, pay the line down three times, and terminate the facility without penalty one time. The facility sets the minimum total draw at $500,000 and requires Ante5, upon each draw, to provide the Lender with a compliance certificate that, along with other usual and customary financial covenants, states that Ante5 has at least twelve months interest coverage on its balance sheet in cash.

Morris Goldfarb, one of the Company’s directors, is participating as a Lender through the Agent with a commitment amount of $1.5 million in the facility. In consideration for his participation through the agent, Mr. Goldfarb was issued 75,000 warrants (his pro-rata share as a Lender) with the same terms and conditions as the other warrants issued in connection with the closing of the Credit Agreement. The warrants vest on the earlier of the 1 year anniversary of the grant date (May 2, 2012) or when 50% of the LOC has been advanced, and are exercisable until May 1, 2016 at an exercise price of $0.95 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 97% and a call option value of $0.7837, was $58,781, and is being amortized over the three year life of the credit agreement. The Company recognized $8,164 of compensation expense during the nine months ended September 30, 2011.

~~Other Related Party Transactions~~

Our former President and Chief Executive Officer, Steve Lipscomb, receives a commission of 5% of a royalty stream from Peerless Media Ltd., recorded on the balance sheet as a contingent consideration receivable, in perpetuity as a result of an incentive arrangement with Mr. Lipscomb that was approved by Ante4’s Board of Directors in February 2009. Mr. Lipscomb has received a total of $7,995 in commissions during the nine months ended September 30, 2011. Mr. Lipscomb also has been retained as a consultant at a rate of $4,167 per month. As of September 30, 2011 we owed Mr. Lipscomb $5,055 as reported within accounts payable on the balance sheet as of September 30, 2011.

We sublease office space on a month to month basis where the lessor is an entity owned by our former CEO & current Chairman of the Board of Directors, Bradley ~~Berman~~Berman. The sublease agreement was amended on April 30, 2012 to expand to occupy approximately 1,142 square feet of office space. In accordance with this amendment, our lease term remains on a month-to-month basis with base rents of $1,142, plus common area maintenance charges, and monthly parking fees of $240 per month, for ~~approximately $1,077~~the first year commencing on May 1, 2012, and annual increases of $285 per ~~month.~~month for each of the subsequent four year periods. We have paid a total of ~~$10,447~~$3,339 and $3,159 to this entity during the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012 and 2011, respectively.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, we paid ~~$8,668~~$-0- and $4,655 to an entity owned by our CEO, Bradley Berman for administrative services ~~provided, and an additional $1,894 of reimbursable services were unpaid and reported within accounts payable on the balance sheet as of September 30, 2011.~~

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

~~Note 7 – Contingent Consideration Receivable~~

As a result of a transaction between Ante4, Inc. (Ante4”) and Peerless Media Ltd. (“Buyer”) during fiscal year 2009, pursuant to which, Ante4 sold substantially all of its operating assets (the “Transaction”), Ante5, Inc. (the “Company”), as a result of the spin-off on April 16, 2010, is entitled to receive, in perpetuity, 5% of gross gaming revenue and 5% of other revenue of the Buyer generated by Ante4’s former business and assets that were sold to Buyer in the Transaction, subject to a 5% commission presented as Royalties Payable on the balance sheet. Buyer has guaranteed a minimum payment to us of $3 million for such revenue over the three-year period following the closing of the Transaction.provided. The Company prepared a discounted cash flow model to determine an estimated fair value of this portion of the purchase price as of November 2, 2009. This value was recorded on the balance sheet of Ante4. In connection with the spin-off described above, on April 16, 2010 Ante4 distributed this asset to its wholly-owned subsidiary, Ante5, Inc., which was spun-off and a registration statement was filed on Form 10-12/A, along with an Information Statement with the Securities and Exchange Commission for the purpose of spinning off the Ante5 shares from Ante4, Inc. to its stockholders of record on April 15, 2010. We performed an impairment analysis as of December 31, 2010 which necessitated a write down and realization of an $878,650 valuation allowance, along with a corresponding adjustment of $80,057 to royalties payable. The net amount resulted in the recognition of $798,593 of bad debt expense in the operating expense section of the statement of operations. The following is a summary of the contingency consideration receivable andno longer utilizes these related ~~royalties payable at September 30, 2011:~~

Balance spun-off, April 16, 2010:

Net royalties received and Commissions paid

The Company estimated its current portion of the contingent consideration receivable to be $250,000 based on the estimated net present value of royalties expected to be received in the next twelve months.party administrative services.

~~Note 8 – Fair Value of Financial Instruments~~

The Company adopted FASB ASC 820-10 upon inception at April 9, 2010. 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 does not have any financial instruments that must be measured under the new 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.~~

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.~~

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

Note 98 – ~~Changes in Stockholders’ Equity~~Contingent Consideration Receivable

OnAs a result of a transaction between Ante4, Inc. (Ante4”) and Peerless Media Ltd. (“Buyer”) during fiscal year 2009, pursuant to which, Ante4 sold substantially all of its operating assets (the “Transaction”), Ante5, Inc., now Black Ridge Oil & Gas, Inc. (the “Company”), as a result of the spin-off on April 9,16, 2010, ~~(inception)~~is entitled to receive, in perpetuity, 5% of gross gaming revenue and 5% of other revenue of the Buyer generated by Ante4’s former business and assets that were sold to Buyer in the Transaction, subject to a 5% commission presented as Royalties Payable on the balance sheet. Buyer has guaranteed a minimum payment to us of $3 million for such revenue over the three-year period following the closing of the Transaction on November 2, 2009. The Company ~~authorized 20,000,000 shares of $0.001 par value preferred stock. No shares have been issued~~prepared a discounted cash flow model to ~~date.~~

~~On April 9, 2010 (inception) the Company authorized 100,000,000 shares of $0.001 par value common stock.~~

On February 11, 2011 we acquired additional oil and gas acreage from three unaffiliated sellers in two separate transactions encompassing mineral leases covering a total of approximately 117 net acres in Mountrail, Williams and Dunn counties in North Dakota for which we paid total cash of $215,975 and issued a total of 17,952 shares of our common stock. Thedetermine an estimated fair value of this portion of the ~~common stock exchanged~~purchase price as of November 2, 2009. This value was ~~$29,621~~recorded on the balance sheet of Ante4. In connection with the spin-off described above, on April 16, 2010 Ante4 distributed this asset to its wholly-owned subsidiary, Ante5, Inc., which was spun-off and a registration statement was filed on Form 10-12/A, along with an Information Statement with the Securities and Exchange Commission for the purpose of spinning off the Ante5 shares from Ante4, Inc. to its stockholders of record on April 15, 2010. The following is a summary of the contingency consideration receivable and related royalties payable at March 31, 2012:

The Company estimated its current portion of the contingent consideration receivable to be $2,103,000 based on the ~~closing stock price at the date~~guaranteed minimum payment to us of ~~agreement.~~

On February 28, 2011, we closed an asset purchase agreement with certain sellers under which we acquired the sellers’ ownership interest in several mineral leases covering approximately 732 net acres of oil and gas properties in Williams, Mountrail, Dunn, Burke, Billings, Golden Valley, McKenzie and Stark counties in North Dakota. In consideration for their assignment of these mineral leases, we paid the sellers a total of $821,270 of cash and issued to them 205,050 shares of our common stock. The fair value of the common stock exchanged was $328,080 based$3 million, less payments previously received due on ~~the closing stock price at the date of agreement.~~

On March 16, 2011, we closed an asset purchase agreement with certain sellers under which we acquired the sellers’ ownership interest in several mineral leases covering approximately 1,105 net acres of undeveloped oil and gas properties and 20 net acres of developed producing properties in Mountrail, Williams and Burke Counties in North Dakota in the Williston Basin. In consideration for their assignment of the mineral leases, we paid the sellers a total of $1,372,787 of cash and issued to them 871,960 shares of our common stock, and issued an additional 400,000 shares of our common stock to an unaffiliated designee of the sellers. The fair value of the common stock exchanged was $1,933,379 based on the closing stock price at the date of agreement.

~~On March 18, 2011 a total of 24,000 options were exercised at various prices between $0.05 and $0.51 per share for total proceeds of $7,800. The shares were subsequently issued on April 4, 2011.~~

On April 5, 2011, the Company acquired a total of 116 net mineral acres of undeveloped oil and gas properties located in Mountrail and Williams Counties within North Dakota. In consideration for the assignment of these mineral leases, the Company paid a total of $145,025 of cash and issued 55,689 shares of our common stock. The fair value of the common stock exchanged was $70,725 based on the closing stock price at the date of agreement.November 2, 2012.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

~~On April 28, 2011, the Company acquired a total~~Note 9 – Fair Value of 3,837 net mineral acres of undeveloped oil and gas properties located in Dunn County, North Dakota. In consideration for the assignment of these mineral leases, the Company paid a total of $2,685,900 of cash and issued 2,302,200 shares of our common stock. The fair value of the common stock exchanged was $2,578,464 based on the closing stock price at the date of agreement.Financial Instruments

~~On May 18, 2011 a total of 24,000 options were exercised at various prices between $0.05 and $0.51 per share by our CEO in exchange for total proceeds of $7,800.~~

On July 7, 2011 a total of 12,000 options were exercised at various prices between $0.05 and $0.29 per share, resulting in the receipt of total proceeds of $1,680. No other options were exercised during the nine month period ending September 30, 2011.

On July 26, 2011, we closed on a Securities Purchase Agreement (the “Purchase Agreement”) with multiple accredited investors (the “Purchasers”) to sell 6,142,500 units (“Units”) at a price of $1.00 per Unit, with each Unit consisting of one share of our common stock and a five-year warrant to purchase one-half of one share of the Company’s common stock for a total of 3,071,250 shares at an exercise price of $1.50 per share (the “Offering”). The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $2.50 per share for ten (10) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption and provided that a resale registration statement with respect to exercise of the warrants is declared effective. Net proceeds to the Company from the sale of the Units, after deducting selling commissions and offering expenses, were approximately $5.6 million. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

The Company ~~agreed~~adopted FASB ASC 820-10 upon inception at April 9, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to ~~pay~~sell an asset or paid to transfer a liability in an orderly transaction between market participants at the ~~agents~~measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in ~~connection with this offering an aggregate fee equal~~order to ~~7.0%~~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 doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the ~~gross proceeds from the sale of the Units~~fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in ~~the Offering. Additionally,~~active markets for identical assets or liabilities that the Company ~~issued warrants~~has the ability to access at the ~~agents to purchase an aggregate of 307,125 shares of~~measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the ~~Company’s common stock at an exercise price of $1.00 per share to the Agents (the “Agents’ Warrants”~~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).

~~On August 9, 2011~~Level 3 - Unobservable inputs that reflect our assumptions about the ~~Company’s Board of Directors issued 44,000 shares of restricted common stock to an independent contractor for investor relations services provided. The total fair value of~~assumptions that market participants would use in pricing the ~~common stock was $43,120 based on the closing price of the Company’s common stock on the date of grant.~~

~~Stock Distribution~~

On June 14, 2010, Ante4, Inc. distributed 21,292,333 shares of the common stock of the Company among Ante4, Inc.’s shareholders pursuant to the spin-off of the Company from Ante4, Inc. Each shareholder of record was issued one share of Ante5, Inc. common stock for each share of Ante4, Inc. common stock owned by the shareholder.asset or liability.

Note 10 ~~– Warrants and Options~~

~~Options and Warrants Granted~~

On February 22, 2011, we granted 500,000 stock options to James Moe, our chief financial officer. The options vest annually over three years beginning on March 14, 2012 and are exercisable until February 21, 2021 at an exercise price–Line of $1.65 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $1.3661, was $683,070, and is being amortized over the implied service term, or vesting period, of the options. The Company recognized $123,333 of compensation expense during the nine months ended September 30, 2011.Credit

On May 2, 2011, we entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) with certain lenders (collectively, the “Lenders” and individually a “Lender”) and Prenante5, LLC, as agent for the Lenders (PrenAnte5, LLC, in such capacity, the “Agent”). The facility ~~provides~~provided $10 million in financing to be made available for drilling projects on the Company’s North Dakota Bakken and Three Forks position. The facility ~~will~~terms stated it would be available for a period of three years over which time we may draw on the line seven times, pay the line down three times, and terminate the facility without penalty one time. The facility ~~sets~~set the minimum total draw at $500,000 and ~~requires Ante5,~~required the Company, upon each draw, to provide the Lender with a compliance certificate that, along with other usual and customary financial covenants, ~~states~~stated that ~~Ante5~~the Company has at least twelve months interest coverage on its balance sheet in cash. We received our first draw of $2,000,000 on February 24, 2012, and subsequently repaid the balance plus accrued interest of $51,722 on April 12, 2012 when we terminated the line of credit, of which $38,000 was accrued as of March 31, 2012.

Interest expense totaled $353,265 and $-0- for the three months ended March 31, 2012 and 2011, respectively. Interest expense consisted of $38,000 of accrued interest on our $2,000,000 draw from our PrenAnte5 Credit Agreement, and $315,265 of amortized finance charges related to obtaining this $10 million financing facility, including $269,281 of amortized warrant costs and $45,984 of amortized deferred financing costs for the three months ended March 31, 2012.

Note 11 – Changes in Stockholders’ Equity

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

~~Ante5, Inc.~~

~~Notes to Condensed Financial Statements~~

~~(Unaudited)~~

In connection with the closing of the Credit Agreement on May 2, 2011, the Company issued to each Lender a five-year warrant to purchase a number of shares of the Company’s common stock equal to an amount determined by multiplying 500,000 by such Lender’s commitment percentage. The warrants vest on the earlier of the 1 year anniversary of the grant date (May 2, 2012) or when 50% of the LOC has been advanced, and are exercisable until May 1, 2016 at an exercise price of $0.95 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 97% and a call option value of $0.7837, was $391,872, and is being amortized over the three year life of the credit agreement. The Company recognized a total of $54,428 of interest expense during the nine months ended September 30, 2011.

In the event of a Lender default (i.e. failure to fund its pro rata commitment), the interest rate on such defaulting Lender’s advances (but not on any non-defaulting Lender’s advances) is automatically reduced from 19% to 12% per annum, and the Company has all other remedies available at law or in equity. In addition, if the Lender default occurs prior to the earlier to occur of (i) May 2, 2012, or (ii) the date the defaulting Lender has made advances in an amount greater than fifty percent (50%) of its commitment amount, the Company is entitled to cancel all of the defaulting Lender’s then-outstanding warrant and shares of Company common stock issued or issuable upon the exercise of the warrant.

On July 26, 2011, we issued a total of 3,071,250 warrants as part of a Securities Purchase Agreement with multiple accredited investors that purchased a total of 6,142,500 units at a price of $1.00 per Unit consisting of one share of our common stock and a five-year warrant to purchase one-half of one share of the Company’s common stock for a total of 3,071,250 shares at an exercise price of $1.50 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $2.50 per share for ten (10) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption and provided that a resale registration statement with respect to exercise of the warrants is declared effective. In addition, we issued warrants to the agents to purchase an aggregate of 307,125 shares of the Company’s common stock at an exercise price of $1.00 per share to the Agents. Net proceeds to the Company from the sale of the Units, after deducting selling commissions and offering expenses, were approximately $5.6 million. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 4, 2011, we granted 10,000 stock options to a new employee. The options vest annually over five years beginning on August 4, 2012 and are exercisable until August 3, 2021 at an exercise price of $1.00 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 86% and a call option value of $0.7436, was $7,436, and is being amortized over the implied service term, or vesting period, of the options. The Company recognized $248 of compensation expense during the nine months ended September 30, 2011.

During the nine months ended September 30, 2011 we recognized a total of $382,144 of compensation expense on common stock options issued to Officers and Directors during 2010 that is being amortized over the implied service term, or vesting period, of the options. The remaining unamortized balance of these options is $1,018,910 as of September 30, 2011.

~~Options Exercised~~

~~On March 18, 2011 a total of 24,000 options were exercised at various prices between $0.05 and $0.51 per share for total proceeds of $7,800. The shares were subsequently issued on April 4, 2011.~~

~~On May 18, 2011 a total of 24,000 options were exercised at various prices between $0.05 and $0.51 per share by our CEO in exchange for total proceeds of $7,800.~~

~~On July 7, 2011 a total of 12,000 options were exercised at various prices between $0.05 and $0.29 per share, resulting in the receipt of total proceeds of $1,680.~~

~~No other options were exercised during the nine month period ending September 30, 2011.~~

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

The Company has 100,000,000 authorized shares of $0.001 par value common stock.

Potential Reverse Stock Split

Our Board approved resolutions authorizing the Company to implement a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of up to 1:10 and any related amendment to the Company’s certificate of incorporation. Our stockholders have also approved the amendment by written consent.

Our Board of Directors or a committee of the Board of Directors has the authority to decide whether to implement a reverse stock split and the exact amount of the split within the foregoing range, if it is to be implemented. If the reverse split is implemented, the number of issued and outstanding shares of Common Stock would be reduced in accordance with the exchange ratio selected by the Board of Directors or a committee thereof. The total number of authorized shares of Common Stock will be reduced proportionately as a result of the reverse stock split and the total number of shares of authorized preferred stock will remain unchanged at 20,000,000 shares.

Increase in Capitalization

We intend to amend our Certificate of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 500,000,000 shares. The number of our authorized shares of preferred stock will remain at 20,000,000.

Recent Issuances of Common Stock

On March 22, 2012, we entered into an asset purchase agreement with Twin City Technical, LLC, a North Dakota limited liability company, and Irish Oil and Gas, Inc., a Nevada corporation (the “Sellers”), dated March 21, 2012, to acquire all of the Sellers’ right, title and interest in and to certain oil and gas mineral leases comprising approximately 8,655 net acres of undeveloped oil and gas properties primarily located in McKenzie, Mountrail, Williams, Burke, Divide, Dunn Counties, and other associated positions in North Dakota, in consideration for a total of $24,235,036 of cash payable in full at the closing, plus an aggregate of 577,025 shares of the Company’s common stock, which shares of common stock were issued as a deposit on April 30, 2012, and were presented in other assets and as a subscription payable as of March 31, 2012 at the fair value of $438,539, based on the closing stock price on the date of the agreement. The closing of the purchase and sale of the assets is expected to occur upon the satisfaction or waiver of the conditions set forth in the asset purchase agreement, but no later than June 1, 2012, unless the Sellers and us mutually agree in writing to extend the closing date. Among other things, closing is conditioned on the Company having obtained sufficient capital to pay the cash portion of the purchase price.

Note 1112 – ~~Asset Retirement Obligation~~Warrants and Options

~~The Company has asset retirement obligations associated with~~Options Granted

We recognized a total of $237,461, and $133,099 of compensation expense during the ~~future plugging~~three months ended March 31, 2012 and ~~abandonment of proved properties~~2011, respectively, on common stock options issued to Officers and ~~related facilities. Under~~Directors during 2010 and 2011 that are being amortized over the ~~provisions of FASB ASC 410-20-25, the fair value of a liability for an asset retirement obligation is recorded in the~~implied service term, or vesting period, ~~in which it is incurred and a corresponding increase in the carrying amount~~ of the ~~related long lived asset.~~options. The ~~liability~~remaining unamortized balance of these options is ~~accreted~~$2,274,790 as of March 31, 2012.

We recognized a total of $228,888 and $-0- of finance expense during the three months ended March 31, 2012 and 2011, respectively, on common stock warrants issued to ~~its present value each period, and the capitalized cost is depreciated~~lenders during 2011 that are being amortized over the ~~useful~~remaining life of the loan, which was accelerated as of an early termination date of April 12, 2012. In addition, $40,393 and $-0- of finance expense from a related ~~asset. If~~party was recognized during the ~~liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The Company has no assets~~three months ended March 31, 2012 and 2011, respectively, on common stock warrants issued to lenders during 2011 that are ~~legally restricted for purposes~~being amortized over the remaining life of ~~settling asset retirement obligations.~~the loan. The remaining unamortized balance of these options is $35,507, including related party amounts of $5,326 as of March 31, 2012.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

~~The following table summarizes the Company’s asset retirement obligation transactions recorded in accordance with the provisions of FASB ASC 410-20-25~~No options were exercised during the ~~nine months ended September 30, 2011:~~

Note 1213 – 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.

We currently estimate that our effective tax rate for the year ending December 31, ~~2011~~2012 will be approximately ~~40%~~39%. Losses incurred during the period from April 9, 2011 (inception) to ~~September 30, 2011~~March 31, 2012 as well as any additional losses incurred during the remainder of ~~2011~~2012 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, 2011,~~March 31, 2012, net deferred tax assets were ~~$-0-~~$4,797,854 after a ~~100%~~ valuation allowance applied to net deferred tax assets of approximately ~~$520,000.~~$584,387. This valuation allowance reflects an allowance on only a portion of the Company’s deferred tax assets which the Company believes it is more likely than not that the benefit of these assets will not be realized. We have not provided aany valuation allowance against our deferred tax ~~liability.~~liabilities. As of ~~September 30, 2011,~~March 31, 2012, the Company recognized anet deferred tax ~~liability of $2,312,500~~liabilities totaling $5,655,765 related to income taxes on a net contingent consideration receivable resulting from the sale of assets to Party Gaming during ~~2009.~~2009 as well income taxes related to differences in the book and tax basis amounts of the Company’s oil and gas properties resulting from the expensing of intangible drilling costs and the accelerated depreciation utilized for tax purposes.

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, 2011.~~March 31, 2012.

Note 1314 – Subsequent Events

~~Change in Management~~Common Stock Issuances

On ~~October 26, 2011, Bradley Berman voluntarily resigned~~April 30, 2012, the Company issued 577,025 shares in satisfaction of a subscription payable granted on March 22, 2012 as part of a deposit on the ~~Chief Executive Officer~~possible purchase of certain oil and gas mineral leases comprising approximately 8,655 net acres of undeveloped oil and gas properties primarily located in McKenzie, Mountrail, Williams, Burke, Divide, Dunn Counties, and other associated positions in North Dakota. The purchase has not yet closed as of the ~~Company effective as~~date of November 9, 2011 and subject to the appointment of Kenneth T. DeCubellis as Chief Executive Officer, and Kenneth T. DeCubellis was appointed as the new Chief Executive Officer of the Company as of November 9, 2011. Mr. Berman will continue to serve as a director and the Company’s Chairman of the Board of Directors.this report.

~~In consideration for Mr. DeCubellis’ service~~Debt Financing

On April 4, 2012, the Company entered into a new Secured Revolving Credit Agreement with Dougherty Funding, LLC as Lender (the “Credit Facility”). Under the ~~Chief Executive Officer~~terms of the ~~Company,~~Credit Facility, up to $10,000,000 maximum is available from time to time (i) to fund, or to reimburse the Company ~~has agreed~~for, the Company’s pro-rata share of development and production costs for oil wells that relate to ~~pay~~the Company’s oil and gas leasehold interests for which there is a valid and enforceable Authorization for Expenditure and that are incurred from and after the date of the Credit Facility, and (ii) to ~~Mr. DeCubellis~~reimburse the Company for amounts that the Company paid from its own funds or from funds that it borrowed under its previous credit facility from Prenante5, LLC as agent pursuant to the Revolving Credit and Security Agreement dated May 2, 2011 (the “Previous Credit Facility”). Availability under the Credit Facility is subject to payoff of the Previous Credit Facility and release of liens thereunder and other conditions precedent.

Interest on the unpaid principal balance of the Credit Facility shall accrue and be payable monthly at the following ~~compensation: an annual salary of $200,000, participation in Company employee benefit programs~~per annum rates (i) unless, and except to the extent that, clause (ii) applies, 9.0%; and (ii) if ~~and as they are implemented by~~ the Company does not raise equity funds in excess of $10,000,0000 and if the then outstanding unpaid principal balance of the Credit Facility exceeds $5,000,000, 9.5% on such ~~as 401(k) plans and disability and life insurance coverage, and stock options as disclosed below.~~balance in excess of $5,000,000. The Company must also pay the Lender quarterly a commitment fee in an amount equal to 0.25% of the average non-advanced line of credit for the previous quarter.

BLACK RIDGE OIL & GAS, INC.

(Formerly Ante5, Inc.)

Notes to Condensed Financial Statements

(Unaudited)

~~Common Stock Options~~

~~On October 26, 2011, we granted 1,000,000 stock options~~The Credit Facility is secured by substantially all of the Company’s assets and has typical representations and warranties, covenants, and events of default, including, subject to ~~Kenneth DeCubellis, our new Chief Executive Officer.~~certain exceptions, incurrence of additional indebtedness. The ~~options vest annually over five years beginning on October 26, 2012 and are exercisable until October 25, 2021 at an exercise price of $1.00 per share.~~

On November 2, 2011, we granted 200,000 stock options to our CFO. The options vest annually over five years beginning on November 2, 2012 and are exercisable until November 1, 2021 at an exercise price of $1.00 per share.

On November 2, 2011, we granted 133,000 stock options to our COO. The options vest annually over five years beginning on November 2, 2012 and are exercisable until November 1, 2021 at an exercise price of $1.00 per share.

On November 2, 2011, we granted 10,000 stock options to an employee. The options vest annually over five years beginning on November 2, 2012 and are exercisable until November 1, 2021 at an exercise price of $1.00 per share.

On November 2, 2011, we granted 100,000 stock options to one of our Directors. The options vest annually over five years beginning on November 2, 2012 and are exercisable until November 1, 2021 at an exercise price of $1.00 per share.

~~Acquisitions of Acreage~~

~~On October 7, 2011,~~Credit Agreement requires that the Company ~~acquired a total of 636 net mineral acres of undeveloped~~meet certain conditions to obtain additional advances under the Credit Facility, including providing certain documentation related to the Company’s oil and gas properties. The Lender has the right to approve advances for properties ~~located in Mountrail, Williams, Dunn and Billings Counties within North Dakota.~~which are not held by production. In ~~consideration for the assignment of these mineral leases,~~addition, the Company ~~paid a total~~must maintain available cash and specified cash equivalents in an amount that is not less than the greater of ~~$1,413,659.~~(i) $300,000 and (ii) 12 months’ then-regularly scheduled payments of interest on the outstanding amount of advances.

~~On October 21, 2011,~~The Credit Facility will mature on March 31, 2014. The maturity date may be extended two times, each time for an additional one- year period, at the written request of the Company ~~working in conjunction with another oil~~given to the Lender no earlier than sixty (60) days prior to the expiration of the then-existing maturity date provided that as of both the date of the Borrower’s written request and gas company, acquired a total of 320 net mineral acres of undeveloped oil and gas properties located in McKenzie County within North Dakota. In consideration for the assignment of these mineral leases,such then-existing maturity date, the Company ~~paid a total of $960,000, or $3,000 per net acre,~~meets specified conditions similar to those for initial draws under the Credit Facility and ~~then assigned 80% of our interests, or 256 net acres at $3,000 per net acre~~the Company pays to ~~our bidding partners. This resulted in a net acquisition of 64 net mineral acres in exchange for net proceeds paid of $192,000. No gain or loss was recognized~~the Lender on the ~~subsequent assignment~~first business day of the ~~properties.~~extended period an extension fee in the amount of $100,000.

We took our fist draw on April 12, 2012 of $2,450,000, and used $2,051,722 of the proceeds to repay and terminate our outstanding PrenAnte5 line of credit, including interest of $51,722.

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:

●·

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;

●·

we are subject to certain contingent liabilities of our former parent company, and we have an indemnification obligation for certain liabilities, if any, that our former parent company may incur to a third party arising from pre-spin-off operations;

●·

potential fluctuation in quarterly results;

●·

our failure to earn revenues or to monetize claims that we have for payments owed to us;

●·

material defaults on monetary obligations owed us, resulting in unexpected ~~losses~~losses;

●·

inadequate capital to acquire working interests in oil and gas prospects and to participate in the drilling and production of oil and other hydrocarbons;

●·

unavailability of oil and gas prospects to acquire;

●·

failure to discover or produce commercial quantities of oil, natural gas or other hydrocarbons;

●·

cost overruns incurred on our oil and gas prospects, causing unexpected operating deficits;

●·

drilling of dry holes;

●·

acquisition of oil and gas leases that are subsequently lost due to the absence of drilling or production;

●·

dissipation of existing assets and failure to acquire or grow a new business;

●·

lower royalty income than anticipated or the absence of royalty income due to default or for other reasons; ~~and~~

●·

litigation, disputes and legal claims involving outside ~~parties.~~parties;

·	risks related to our ability to be listed on a national securities exchange and meeting listing requirements; ��and

·	risks relate to our recently announced acquisition, our ability to finance the acquisition and obtain necessary capital to participate in related drilling opportunities.

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

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

Overview and Outlook

We are an oil and natural gas exploration and production company. Our properties are located in North Dakota. Our corporate strategy is the acquisition, exploration, development and production of crude oil and natural gas properties, primarily in the Bakken and Three Forks trends in North Dakota and Montana. As of ~~September 30, 2011,~~March 31, 2012, we controlled the rights to mineral leases covering approximately ~~9,880~~20,000 net acres for prospective drilling to the Bakken and/or Three Forks ~~formations.~~formations, including 8,655 net acres under contract. Looking forward, we are pursuing the following objectives:

	●	Acquire high-potential mineral leases;
	●	Access appropriate capital markets to fund continued acreage acquisition and drilling activities;
	●	Develop and maintain strategic industry relationships;
	●	Attract and retain talented associates;
	●	Operate a low overhead non-operator business model; and
	●	Become a low cost producer of hydrocarbons.

We ~~are formerly a wholly-owned subsidiary of Ante4, Inc., which spun us off~~also inherited material interests from our former parent company prior to ~~its shareholders of record on or about April 16, 2010. Ante4 formerly operated~~our spin off. These historical interests relate to our former parent company’s business as WPT Enterprises, Inc., when it created internationally branded ~~entertainment and consumer~~ products ~~driven by~~through the development, production and marketing of televised programming based on gaming themes. ~~On November 2, 2009, Ante4 closed a transaction~~The primary historical gaming asset is our license agreement with ~~Peerless Media, Ltd.,~~ a subsidiary of PartyGaming, ~~PLC. In~~PLC, an international online casino gaming company. We are entitled to royalty payments from that license agreement. We manage our historical interests to monetize them. Effective April 2, 2012, we changed our name to Black Ridge Oil & Gas, Inc. Our common stock is still currently traded on the ~~transaction, Ante4 sold~~OTCBB under the trading symbol “ANFC.”

On March 22, 2012, we entered into an asset purchase agreement with Twin City Technical, LLC, a North Dakota limited liability company, and Irish Oil and Gas, Inc., a Nevada corporation, which we collectively refer to ~~PartyGaming substantially~~as the Sellers, dated March 21, 2012, to acquire all of ~~Ante4’s operating~~the Sellers’ right, title and interest in and to certain oil and gas mineral leases comprising approximately 8,655 net acres of undeveloped oil and gas properties primarily located in McKenzie, Mountrail, Williams, Burke, Divide, Dunn Counties, and other associated positions in North Dakota, in consideration for a total of $24,235,036 of cash payable in full at the closing, plus an aggregate of 577,025 shares of the Company’s common stock, which shares of common stock were issued as a deposit on April 30, 2012, and were presented in other assets and as a subscription payable as of March 31, 2012 at the fair value of $438,539, based on the closing stock price on the date of the agreement. The closing of the purchase and sale of the assets is expected to occur upon the satisfaction or waiver of the conditions set forth in the asset purchase agreement, but no later than June 1, 2012, unless the Sellers and us mutually agree in writing to extend the closing date. Among other ~~than~~things, closing is conditioned on the Company having obtained sufficient capital to pay the cash ~~investments~~portion of the purchase price. Prior to this transaction, the Sellers and ~~certain excluded assets. As~~the Company have completed sales of mineral leases as reported from time to time in our Form 8-K reports filed with the Securities and Exchange Commission.

Our Board of Directors approved changing the corporate name to Black Ridge Oil & Gas, Inc. The name change became effective on April 2, 2012. The Company’s common stock continues to trade on the OTCBB using the ticker symbol “ANFC”.

Increase in Capitalization

We intend to amend our Certificate of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 500,000,000 shares because we believe that for us to grow our business, increasing the number of authorized shares of common stock will allow us to acquire other businesses in the future or raise capital. This may require us to issue a significant number of additional shares of our common stock. The number of our authorized shares of preferred stock will remain at 20,000,000. This action has been approved by our stock holders, and will become effective upon filing of an amendment to our certificate of Incorporation with Delaware Secretary of State’s office.

Potential Reverse Stock Split

Our Board of Directors or a committee of the Board of Directors has the authority to decide whether to implement a reverse stock split and the exact amount of the split within the foregoing range, if it is to be implemented. If the reverse split is implemented, the number of issued and outstanding shares of Common Stock would be reduced in accordance with the exchange ratio selected by the Board of Directors or a committee thereof. The total number of authorized shares of Common Stock will be reduced proportionately as a result of ~~closing~~ the ~~transaction, Ante4~~reverse stock split and the total number of shares of authorized preferred stock will remain unchanged at 20,000,000 shares.

We believe that a reverse split would, among other things, (i) better enable the Company to obtain a listing on a national securities exchange, (ii) facilitate higher levels of institutional stock ownership, where investment policies generally prohibit investments in lower-priced securities and (iii) better enable the Company to raise funds to finance its planned operations. There can be no ~~longer operated~~assurance however that we will be able to obtain a ~~substantial portion of~~listing on a national securities exchange even if we implement the WPT business. In connection with the transaction, Ante4 retained the rights to a future Royalty Stream from the operation of the WPT business by Peerless Media, and certain other assets. Ante4 then transferred substantially all of those assets to us when we were a wholly-owned subsidiary of Ante4. As the owner of these historical assets, we have succeeded to Ante4’s rights to the Royalty Stream and other claims, which we intend to monetize and manage.reverse stock split.

AS OF THE DATE OF THIS FILING, OUR BOARD HAS NOT TAKEN ANY ACTION TO MAKE THE POTENTIAL REVERSE STOCK SPLIT EFFECTIVE.

The following table presents information about our produced oil and gas volumes during the three ~~and nine~~ months ended ~~September 30, 2011.~~March 31, 2012 and 2011, respectively. As of ~~September 30, 2011,~~March 31, 2012, we ~~were selling oil and natural gas from a total of 21~~controlled approximately 20,000 net acres in the Williston Basin, including 8,655 net acres under contract. In addition, the Company owned working interests in 50 gross wells ~~(approximately 0.66~~representing 1.70 net wells). All data presented below is derived from accrued revenue and production volumes for the relevant period indicated. We entered into the oil & gas industry in October of 2010, as such, we do not have informationwells that are preparing to ~~present for the comparative periods ended September 30, 2010.~~drill, drilling, awaiting completion, complete or producing.

Depletion of Oil and Natural Gas Properties

Our depletion expense is driven by many factors including certain exploration costs involved in the development of producing reserves, production levels and estimates of proved reserve quantities and future developmental costs. The following table presents our depletion expenses for the three ~~and nine~~ months ended ~~September 30, 2011.~~March 31, 2012 and 2011, respectively.

Productive Oil Wells

The following table summarizes gross and net productive oil wells by state at ~~September 30, 2011.~~March 31, 2012 and 2011, respectively. A net well represents our percentage ownership of a gross well. The following table does not include wells in which our interest is limited to royalty and overriding royalty interests. The following table also does not include wells which were awaiting completion, in the process of completion or awaiting flow back subsequent to fracture stimulation.

Exploratory Oil Wells

The following table summarizes gross and net exploratory wells as of March 31, 2012. The wells are at various stages of completion and the costs incurred are included in unevaluated oil and gas properties on our balance sheet.

March 31, 2012

March 31, 2011

Gross

Net

Gross

Net

North Dakota

Bakken and Three Forks Trends

0.28

0.49

Results of Operations for the Three Months Ended ~~September 30, 2011~~March 31, 2012 and ~~September 30, 2010.~~2011.

The following table summarizes selected items from the statement of operations for the three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and September 30, 2010.~~respectively.

Accretion of discount on asset retirement obligations

The Company was established on April 9, 2010 (inception) and had limited operations during the three months ended September 30, 2010. We did not begin acquiring oil and gas leases and participating in the drilling of wells in the Bakken and Three Forks trends in North Dakota and Montana until October of 2010. As such, there were no comparative oil and gas related revenues and expenses during the three months ended September 30, 2010.

	For the three months ended March 31, 2012			For the three months ended March 31, 2011			Increase / (Decrease)

Oil and gas sales	$	666,206		$	96,940		$	569,266

Operating expenses:
Production expenses		144,151			5,623			138,528
Production taxes		75,432			9,430			66,002
General and administrative		713,891			368,877			345,014
Depletion of oil and gas properties		286,903			36,148			250,755
Accretion of discount on asset retirement obligations		797			120			677
Depreciation and amortization		6,850			3,122			3,728
Total operating expenses:		1,228,024			423,320			804,704

Net operating loss		(561,818	)		(326,380	)		235,438

Total other income (expense)		(353,223	)		1,156			354,379

Loss before provision for income taxes		(915,041	)		(325,224	)		589,817

Provision for income taxes		154,184			274,300			(120,116	)

Net (loss)	$	(760,857	)	$	(50,924	)	$	709,933

We recognized ~~$900,511~~$666,206 in revenues from sales of crude oil and natural gas for the three months ended ~~September 30, 2011.~~March 31, 2012 compared to revenues of $96,940 for the three months ended March 31, 2011, an increase of $569,266, or 587%. These revenues are due to the drilling and development of producing wells. We had ~~twenty-one~~37 gross producing wells as of ~~September 30, 2011,~~March 31, 2012, and an additional ~~seven~~13 wells that were either in the drilling preparation, drilling, awaiting completion, or completing ~~stages.~~stages, compared to 7 gross producing wells, and an additional 10 wells that were either in the drilling preparation, drilling, awaiting completion, or completing stages as of March 31, 2011. In late September of 2011 one of the wells in which we hold a larger interest experienced pump failure. ~~We expect~~The operator restarted production on this well ~~will return to~~in November of 2011. The well continued operating at less than the pump jack’s full ~~production in~~capacity through the ~~fourth quarter, however the temporary loss of production will likely impact fourth quarter revenues.~~three months ended March 31, 2012.

Production expenses and taxes

Our production expenses of ~~$362,560~~$144,151 and production taxes of ~~$101,936~~$75,432 for the three months ended ~~September 30,~~March 31, 2012, and $5,623 and $9,430 for the three months ended March 31, 2011, are comprised of certain production costs involved in the development of producing reserves in the Bakken formation. Combined, they represent approximately ~~52%~~33% and 16% of the oil and gas sales for the three ~~month period~~months ended ~~September 30, 2011.~~March 31, 2012 and 2011, respectively. Our production expenses and taxes are greater than the comparative period due to our rapid expansion and increased acreage holdings. The expenses during the three months ended March 31, 2011 are greater than expected primarily as a ~~percentage~~result of ~~sales by 36% from 16% for the three month period ended June 30, 2011 primarily due to additional~~ transportation costs in the Bakken region due to congestion and delays in transporting the disposal of byproducts in the drilling ~~process. In~~process, in addition, we believe the well that is responsible for the majority of these additional costs is not currently ~~not~~ producing ~~due to a~~at the pump ~~failure.~~jack’s full capacity. We ~~expect this well to be producing again in the near term, and~~ anticipate these additional costs related to well water disposal will dissipate in the future as additional waste treatment facilities are opened.

General and administrative expenses

General and administrative expenses for the three months ended ~~September 30, 2011~~March 31, 2012 were ~~$474,570,~~$713,891, compared to ~~$148,064~~$368,877 for the three months ended ~~September 30, 2010,~~March 31, 2011, an increase of ~~$326,506,~~$345,014, or ~~221%~~94%. Our increase in general and administrative expenses was primarily due to increased compensation as a result of hiring additional employees and professionals needed to support our expanding operations as we grew our oil and gas operations.

Depletion of oil and natural gas properties

Our depletion expense is driven by many factors, including certain exploration costs involved in the development of producing reserves, production levels and estimates of proved reserve quantities and future developmental costs. We recognized depletion expense of ~~$327,363~~$286,903 for the three months ended ~~September 30,~~March 31, 2012, compared to $36,148 for the three months ended March 31, 2011, an increase of $250,755, or 694%. The increase was due primarily due to our expansion and acquisitions of oil & gas properties during 2011.

Depreciation expense for the three months ended ~~September 30, 2011~~March 31, 2012 was ~~$2,869,~~$6,850, compared to ~~$743~~$3,122 for the three months ended ~~September 30, 2010,~~March 31, 2011, an increase of ~~$2,126,~~$3,728, or ~~286%~~119%. The increased depreciation expense was due to the additional depreciation associated with the purchase of office equipment in 2011. We anticipate quarterly depreciation of approximately ~~$4,000 through the remainder of the year for 2011~~$7,000 during 2012 due primarily to additional depreciation on a capitalized ~~website that is expected to be placed in service during the fourth quarter of 2011.~~websites.

The net operating loss for the three months ended ~~September 30, 2011~~March 31, 2012 was ~~$368,941,~~$561,818, compared to ~~$148,807~~$326,380 for the three months ended ~~September 30, 2010,~~March 31, 2011, an increase of ~~$220,134,~~$235,438, or 148%. Our net operating loss consisted primarily of oil & gas production costs, professional fees, officer salaries and depletion expense, netted against our oil and gas income, as we aggressively expanded our oil and gas business.

~~Other income and (expenses)~~

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Balance Sheets at ~~September 30, 2011~~March 31, 2012 (Unaudited) and December 31, ~~2010~~2011	1
	Unaudited Condensed Statements of Operations for the Three Months Ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010 and the Nine Months Ended September 30, 2011 and the Period from April 9, 2010 (Inception) to September 30, 2010~~	2
	Unaudited Condensed ~~Statement~~Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2012 and 2011 ~~and the period from April 9, 2010 (Inception) to September 30, 2010~~	3
	Notes to the Condensed Financial Statements (Unaudited)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1816
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2826
ITEM 4.	CONTROLS AND PROCEDURES	28
	26
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2927
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2927
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3027
ITEM 4.	~~(REMOVED AND RESERVED)~~MINE SAFETY DISCLOSURES	3027
ITEM 5.	OTHER INFORMATION	3027
ITEM 6.	EXHIBITS	3027
	SIGNATURES	3128

	September 30, 2011			December 31, 2010			March 31, 2012			December 31, 2011
ASSETS	(Unaudited)						(Unaudited)

Current assets:
Cash and cash equivalents	$	3,212,444		$	8,577,610		$	1,458,575		$	1,401,141
Accounts receivable		978,051			15,840			423,667			673,003
Prepaid expenses		121,655			8,431
Other current assets								94,062			92,648
Current portion of contingent consideration receivable		250,000			287,000			2,103,000			2,309,752
Total current assets		4,562,150			8,888,881			4,079,304			4,476,544

Contingent consideration receivable, net of current portion and allowance of $878,650		6,062,103			6,185,000			3,698,569			3,698,850
Other assets								438,539			-
Total other assets								4,137,108			3,698,850

Property and equipment:
Oil and natural gas properties, full cost method of accounting
Proved properties		7,780,914			-			16,790,801			10,867,443
Unproved properties		13,321,935			4,343,389			13,951,164			13,236,057
Other property and equipment		62,360			15,706			82,148			78,489
Total property and equipment		21,165,209			4,359,095			30,824,113			24,181,989
Less, accumulated depreciation, amortization and depletion		(439,924	)		(13,725	)		(3,619,250	)		(3,325,497	)
Total property and equipment, net		20,725,285			4,345,370			27,204,863			20,856,492

Total assets	$	31,349,538		$	19,419,251		$	35,421,275		$	29,031,886


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	2,398,693		$	325,584		$	7,120,593		$	2,820,936
Accounts payable, related parties		6,985			76,777			15,418			9,206
Accrued expenses		-			47,267			38,089			-
Royalties payable		315,606			323,600			290,079			300,431
Current portion of deferred tax liability		80,400			119,400
Total current liabilities		2,801,684			892,628			7,464,179			3,130,573

Asset retirement obligations		3,667			-			29,443			3,900

Deferred tax liability, net of current portion		2,232,100			2,573,600
Line of credit								2,000,000			-
Deferred tax liability								857,911			1,012,095

Total liabilities		5,037,451			3,466,228			10,351,533			4,146,568

Stockholders' equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding		-			-			-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 47,402,965 and 37,303,614 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		47,403			37,304
Common stock, $0.001 par value, 100,000,000 shares authorized, 47,402,965 shares issued and outstanding								47,403			47,403
Subscriptions payable, 577,025 shares								438,539			-
Additional paid-in capital		27,807,637			16,654,223			28,565,416			28,058,674
Accumulated (deficit)		(1,542,953	)		(738,504	)		(3,981,616	)		(3,220,759	)
Total stockholders' equity		26,312,087			15,953,023			25,069,742			24,885,318

Total liabilities and stockholders' equity	$	31,349,538		$	19,419,251		$	35,421,275		$	29,031,886

	September 30, 2011			December 31, 2010			March 31, 2012			December 31, 2011
Oil and gas properties, full cost method:
Evaluated costs	$	7,780,914		$	-		$	16,790,801		$	10,867,443
Unevaluated costs, not subject to amortization or ceiling test		13,321,935			4,343,389			13,951,164			13,236,057
		21,102,849			4,343,389			30,741,965			24,103,500
Other property and equipment		62,360			15,706			82,148			78,489
		21,165,209			4,359,095			30,824,113			24,181,989
Less: Accumulated depreciation, amortization and depletion		(439,924	)		(13,725	)		(3,619,250	)		(3,325,497	)
Total property and equipment, net	$	20,725,285		$	4,345,370		$	27,204,863		$	20,856,492

	Contingent Consideration Receivable			Royalties Payable			Net Contingent Consideration Receivable

Balance spun-off, April 16, 2010:	$	7,532,985		$	(415,000	)	$	7,117,985
Net royalties received and Commissions paid		(182,335	)		11,343			(170,992	)
Fair value adjustment		(878,650	)		80,057			(798,593	)
Balance, December 31, 2010		6,472,000			(323,600	)		6,148,400
Net royalties received and Commissions paid		(159,897	)		7,994			(151,903	)
Balance, September 30, 2011	$	6,312,103		$	(315,606	)	$	5,996,497

	Contingent Consideration Receivable			Royalties Payable			Net Contingent Consideration Receivable

Balance spun-off, April 16, 2010:	$	7,532,985		$	(415,000	)	$	7,117,985

Net royalties received and commissions paid		(182,335	)		11,343			(170,992	)
Fair value adjustment		(878,650	)		80,057			(798,593	)
Balance, December 31, 2010		6,472,000			(323,600	)		6,148,400

Net royalties received and commissions paid		(463,398	)		23,169			(440,229	)
Balance, December 31, 2011		6,008,602			(300,431	)		5,708,171

Net royalties received and commissions paid		(207,033	)		10,352			(196,681	)
Balance, March 31, 2012	$	5,801,569		$	(290,079	)	$	5,511,490

	For the Three Months Ended September 30,						For the Nine Months Ended			April 9, 2010 (Inception) to
	2011			2010			September 30, 2011			September 30, 2010

Oil and gas sales	$	900,511		$	-		$	1,248,041		$	-

Operating expenses:
Production expenses		362,560			-			379,535			-
Production taxes		101,936			-			138,939			-
General and administrative		474,570			148,064			1,332,556			487,594
Depletion of oil and gas properties		327,363			-			431,893			-
Accretion of discount on asset retirement obligations		154			-			420			-
Depreciation and amortization		2,869			743			8,951			1,362
Total operating expenses		1,269,452			148,807			2,292,294			488,956

Net operating loss		(368,941	)		(148,807	)		(1,044,253	)		(488,956	)

Other income (expense):
Interest income		252			1,988			1,664			4,044
Interest (expense)		(38,233	)		(2,889	)		(63,723	)		(11,429	)
Other income		20,410			140,882			20,410			140,882
Loss on disposal of equipment		-			-			(1,061	)		-
Indemnification expenses		-			-			(97,986	)		-
Total other income (expense)		(17,571	)		139,981			(140,696	)		133,497

Loss before provision for income taxes		(386,512	)		(8,826	)		(1,184,949	)		(355,459	)

Provision for income taxes		48,300			-			380,500			-

Net (loss)	$	(338,212	)	$	(8,826	)	$	(804,449	)	$	(355,459	)


Weighted average number of common shares outstanding - basic and fully diluted		45,661,345			21,292,333			41,364,318			21,292,333

Net (loss) per share - basic and fully diluted	$	(0.01	)	$	-		$	(0.02	)	$	(0.02	)

Assets acquired
Cash	$	258,712
Accounts receivable		33,708
Investment in debt securities and related put rights		3,708,363
Contingent consideration receivable		7,532,985
Property and Equipment		15,706
Less: accumulated depreciation and depletion		(11,620	)
Total assets acquired		11,537,854
Liabilities assumed
Accounts payable		449,164
Royalties payable		415,000
Line of credit		2,437,336
Notes payable		500,000
Deferred tax liability		3,144,400
Total fair value of assets, net of liabilities assumed	$	4,591,954

	September 30, 2011		September 30, 2010		March 31, 2012		March 31, 2011
Depletion of costs for evaluated oil and gas properties	$	431,893	$	-	$	286,903	$	36,148
Depreciation and amortization of other property and equipment		8,031		1,362		6,850		3,122
Total depreciation, amortization and depletion	$	439,924	$	1,362	$	293,753	$	39,270

	September 30, 2011
Purchases of oil and gas properties and development costs for cash	$	9,929,935
Purchases of oil and gas properties for cash paid subsequent to September 30, 2011		1,886,009
Purchases of oil and gas properties through the issuance of common stock		4,940,269
Capitalized asset retirement obligations		3,247
Total purchase and development costs, oil and gas properties	$	16,759,460

	For the Three Months Ended September 30, 2011		For the Nine Months Ended September 30, 2011		For the Three Months Ended March 31, 2012		For the Three Months Ended March 31, 2011
Net Production:
Oil (Bbl)		10,288		14,028		7,621		1,161
Natural Gas (Mcf)		3,479		4,200		2,548		560
Barrel of Oil Equivalent (Boe)		10,868		14,728		8,046		1,254

Average Sales Prices:
Oil (per Bbl)	$	85.61	$	86.95	$	85.43	$	81.84
Effect of oil hedges on average price (per Bbl)	$	-	$	-	$	-	$	-
Oil net of hedging (per Bbl)	$	85.61	$	86.95	$	85.43	$	81.84
Natural Gas (per Mcf)	$	7.27	$	6.73	$	5.94	$	3.50
Effect of natural gas hedges on average price (per Mcf)	$	-	$	-	$	-	$	-
Natural gas net of hedging (per Mcf)	$	7.27	$	6.73	$	5.94	$	3.50

Average Production Costs:
Oil (per Bbl)	$	35.14	$	26.97	$	18.60	$	4.75
Natural Gas (per Mcf)	$	0.29	$	0.28	$	0.93	$	0.20
Barrel of Oil Equivalent (Boe)	$	33.36	$	25.77	$	17.92	$	4.48

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2011			2010			2011			2010			2012			2011
Net Loss	$	(338,212	)	$	(8,826	)	$	(804,449	)	$	(355,459	)	$	(760,857	)	$	(50,924	)

Add Back:

Interest Expense		38,233			2,889			63,723			11,429			353,265			-

Income Tax Provision		(48,300	)		-			(380,500	)		-			(154,184	)		(274,300	)

Depreciation, Depletion, Amortization, and Accretion		330,232			743			440,844			1,362

Depreciation, Depletion, and Amortization														293,753			39,270
Accretion of Abandonment Liability		154			-			420			-			797			120

Share Based Compensation		223,217			-			535,479			58,425			506,742			133,099

Adjusted EBITDA	$	205,324		$	(5,194	)	$	(144,483	)	$	(284,243	)	$	239,516		$	(152,735	)

	●	~~100% of the interest due and owing on each interest payment date in cash or~~
	●	~~interest in cash at a rate per annum equal to 15% and to defer and add to the principal amount of the advances the balance of the interest due and owing, which we refer to as contingent interest.~~

	●	~~permit contingent interest to be deferred and added as an advance to the principal amount of such lender’s advances, or~~
	●	be paid the contingent interest proposed for deferral in shares of our common stock having a value equal to the proposed deferral amount with respect to such lender’s advances. The value of the shares of common stock issued will be equal to 85% of the average last sale price of the common stock that is quoted during the five trading days immediately preceding the last day of the calendar quarter for which the contingent interest payment is due.

Exhibit		Description

31.1		Section 302 Certification of Chief Executive Officer
31.2		Section 302 Certification of Chief Financial Officer
32.1		Section 906 Certification of Chief Executive Officer
32.2		Section 906 Certification of Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Labels Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

	~~ANTE5,~~BLACK RIDGE OIL & GAS, INC.

Dated: ~~November 14, 2011~~May 15, 2012	By:	/s/ Kenneth DeCubellis
		Kenneth DeCubellis, ~~Chairman of the Board and~~ Chief Executive Officer (Principal Executive Officer)


Dated: ~~November 14, 2011~~May 15, 2012	By:	/s/ James A. Moe
		James A. Moe, Chief Financial Officer ~~(Principal~~ (Principal Financial Officer)