Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Black Ridge Oil & Gas, Inc. | |
Entity Central Index Key | 0001490161 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity File Number | 000-53952 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Common Stock, Shares Outstanding | 479,844,900 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Amendment Description | Restated for investment gain (loss) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 64,613 | $ 1,503,500 |
Accounts receivable | 0 | 13 |
Receivable from Allied Esports Entertainment, Inc. | 181,211 | 0 |
Prepaid expenses | 24,822 | 42,685 |
Current assets from discontinued operations | 0 | 11,250 |
Total current assets | 270,646 | 1,557,448 |
Property and equipment: | ||
Property and equipment | 128,965 | 128,156 |
Less accumulated depreciation | (127,685) | (126,931) |
Total property and equipment, net | 1,280 | 1,225 |
Investment in Allied Esports Entertainment, Inc. | 14,045,165 | 0 |
Non-current assets from discontinued operations | 0 | 141,307,307 |
Total assets | 14,317,091 | 142,865,980 |
Current liabilities: | ||
Accounts payable | 48,419 | 31,938 |
Accrued expenses | 33,827 | 5,691 |
Deferred compensation | 2,809,033 | 0 |
Current liabilities of discounted operations | 0 | 621,722 |
Total current liabilities | 2,891,279 | 659,351 |
Long term liabilities | 0 | 0 |
Total liabilities | 2,891,279 | 659,351 |
Commitments and contingencies | ||
Redeemable non-controlling interest | 0 | 140,738,954 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding | 479,845 | 479,845 |
Additional paid-in capital | 36,559,437 | 36,475,732 |
Accumulated deficit | (25,613,470) | (35,487,902) |
Total stockholders' equity | 11,425,812 | 1,467,675 |
Total liabilities, redeemable non-controlling interest and stockholders' equity | $ 14,317,091 | $ 142,865,980 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Stockholders' equity: | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 479,844,900 | 479,844,900 |
Common stock, shares outstanding | 479,844,900 | 479,844,900 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS( Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenues | $ 153,279 | $ 0 | $ 153,279 | $ 0 |
General and administrative expenses | ||||
Salaries and benefits | 279,621 | 285,839 | 910,191 | 914,166 |
Stock-based compensation and deferred compensation | 2,836,920 | 77,901 | 2,892,738 | 244,664 |
Professional services | 40,287 | 39,348 | 79,978 | 80,001 |
Other general and administrative expenses | 69,157 | 58,289 | 185,035 | 194,530 |
Total general and administrative expenses | 3,225,985 | 461,377 | 4,067,942 | 1,433,361 |
Depreciation and amortization | 131 | 2,535 | 754 | 7,650 |
Total operating expenses | 3,226,116 | 463,912 | 4,068,696 | 1,441,011 |
Net operating loss | (3,072,837) | (463,912) | (3,915,417) | (1,441,011) |
Other income (expense): | ||||
Gain on deconsolidation of subsidiary | 26,322,687 | 0 | 26,322,687 | 0 |
Merger incentive expense | (5,874,000) | 0 | (5,874,000) | 0 |
Settlement income | 0 | 2,250,000 | 0 | 2,250,000 |
Settlement expense | 0 | (112,500) | 0 | (112,500) |
Other income | 0 | 200 | 51 | 940 |
Gain on investment in Allied Esports Entertainments, Inc. | 2,094,690 | 0 | 2,094,690 | 0 |
Total other income (expense) | 22,543,377 | 2,137,700 | 22,543,428 | 2,138,440 |
Net profit before provision for income taxes | 19,470,540 | 1,673,788 | 18,628,011 | 697,429 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net profit from continuing operations, net of tax | 19,470,540 | 1,673,788 | 18,628,011 | 697,429 |
Net profit (loss) from discontinued operations | (8,152,165) | 442,487 | (7,421,050) | 1,078,489 |
Net profit before non-controlling interest | 11,318,375 | 2,116,275 | 11,206,961 | 1,775,918 |
Less net profit attributable to redeemable non-controlling interest | (142,919) | (513,240) | (1,332,529) | (1,337,487) |
Net income attributable to Black Ridge Oil & Gas, Inc. | $ 11,175,456 | $ 1,603,035 | $ 9,874,432 | $ 438,431 |
Weighted average common shares outstanding - basic | 479,844,900 | 479,821,911 | 479,844,900 | 479,807,318 |
Weighted average common shares outstanding - fully diluted | 480,089,919 | 480,042,964 | 480,118,829 | 480,045,271 |
Net income per common share - basic | $ 0.02 | $ 0 | $ 0.02 | $ 0 |
Net income per common share - fully diluted | $ 0.02 | $ 0 | $ 0.02 | $ 0 |
Management Fee Income [Member] | ||||
Total revenues | $ 153,279 | $ 0 | $ 153,279 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 479,799,900 | |||
Beginning balance, value at Dec. 31, 2017 | $ 479,800 | $ 36,164,597 | $ (35,143,888) | $ 1,500,509 |
Common stock options granted for services to employees and directors | 244,664 | 244,664 | ||
Exercise of warrants, shares | 45,000 | |||
Exercise of warrants, value | $ 45 | 405 | 450 | |
Net income attributable to Black Ridge Oil & Gas, Inc. | 438,431 | 438,431 | ||
Ending balance, shares at Sep. 30, 2018 | 479,844,900 | |||
Ending balance, value at Sep. 30, 2018 | $ 479,845 | 36,409,666 | (34,705,457) | 2,184,054 |
Beginning balance, shares at Jun. 30, 2018 | 479,799,900 | |||
Beginning balance, value at Jun. 30, 2018 | $ 479,800 | 36,331,360 | (36,308,492) | 502,668 |
Common stock options granted for services to employees and directors | 77,901 | 77,901 | ||
Exercise of warrants, shares | 45,000 | |||
Exercise of warrants, value | $ 45 | 405 | 450 | |
Net income attributable to Black Ridge Oil & Gas, Inc. | 1,603,035 | 1,603,035 | ||
Ending balance, shares at Sep. 30, 2018 | 479,844,900 | |||
Ending balance, value at Sep. 30, 2018 | $ 479,845 | 36,409,666 | (34,705,457) | 2,184,054 |
Beginning balance, shares at Dec. 31, 2018 | 479,844,900 | |||
Beginning balance, value at Dec. 31, 2018 | $ 479,845 | 36,475,732 | (35,487,902) | 1,467,675 |
Common stock options granted for services to employees and directors | 83,705 | 83,705 | ||
Net income attributable to Black Ridge Oil & Gas, Inc. | 9,874,432 | 9,874,432 | ||
Ending balance, shares at Sep. 30, 2019 | 479,844,900 | |||
Ending balance, value at Sep. 30, 2019 | $ 479,845 | 36,559,437 | (25,613,470) | 11,425,812 |
Beginning balance, shares at Jun. 30, 2019 | 479,844,900 | |||
Beginning balance, value at Jun. 30, 2019 | $ 479,845 | 36,531,550 | (36,788,926) | 222,469 |
Common stock options granted for services to employees and directors | 27,887 | 27,887 | ||
Net income attributable to Black Ridge Oil & Gas, Inc. | 11,175,456 | 11,175,456 | ||
Ending balance, shares at Sep. 30, 2019 | 479,844,900 | |||
Ending balance, value at Sep. 30, 2019 | $ 479,845 | $ 36,559,437 | $ (25,613,470) | $ 11,425,812 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income attributable to Black Ridge Oil & Gas, Inc. | $ 9,874,432 | $ 438,431 |
Net loss (profit) from discontinued operations | 7,421,050 | (1,078,489) |
Net income attributable to redeemable non-controlling interest | 1,332,529 | 1,337,487 |
Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: | ||
Gain on deconsolidation of subsidary | (26,322,687) | 0 |
Merger incentive expense | 5,874,000 | 0 |
Depreciation and amortization | 754 | 7,650 |
Gain on investment in Allied Esports Entertainment, Inc. | (2,094,690) | 0 |
Amortization of stock options | 83,705 | 244,664 |
Deferred compensation | 2,809,033 | 0 |
Decrease (increase) in current assets: | ||
Accounts receivable | 13 | 1,611 |
Accounts receviable, related party | (181,211) | 0 |
Prepaid expenses | 17,863 | (9,417) |
Increase (decrease) in current liabilities: | ||
Accounts payable | 16,481 | (15,486) |
Accrued expenses | 28,136 | 12,074 |
Net cash provided by (used in) operating activities of continuing operations | (1,140,592) | 938,525 |
Net cash used in operating activities of discontinued operations | (8,618,568) | (465,159) |
Net cash provided by (used in) operating activities | (9,759,160) | 473,366 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash disposed in deconsolidation | (9,991,684) | 0 |
Purchase of property and equipment | (809) | 0 |
Net cash used in investing activities of continuing operations | (9,992,493) | 0 |
Net cash provided by investing activities of discontinued operations | 16,880,792 | 187,773 |
Net cash provided by investing activities | 6,888,299 | 187,773 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock warrants | 0 | 450 |
Net cash provided by financing activities from continuing operations | 0 | 450 |
Net cash provided by financing activities from discontinuing operations | 1,431,974 | 0 |
Net cash provided by financing activities | 1,431,974 | 450 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (1,438,887) | 661,589 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,503,500 | 1,477,089 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 64,613 | 2,138,678 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 751,630 | 148,489 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Recognition of subsidiary equity upon deconsolidation | 8,498,212 | 0 |
BRAC Redemptions of redeemable preferred stock from trust account | 126,205,985 | 0 |
BRAC redeemable preferred stock transferred to equity | 15,865,798 | 0 |
BRAC stock issued in merger | 51,632,255 | 0 |
BRAC stock issued to settle intercompany debt | 19,300,000 | 0 |
BRAC loan and accrued interest assumed to settle intercompany debt | 10,992,877 | 0 |
BRAC stock issued to settle liabilities | $ 5,917,500 | $ 0 |
1. Organization and Nature of B
1. Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 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 be quoted on the OTCQB under the trading symbol “ANFC”. Black Ridge Oil & Gas, Inc. (formerly Ante5, Inc.) (the “Company” and “BROG”) became an independent company in April 2010. We became a publicly traded company when our shares began trading on July 1, 2010. From October 2010 through August 2019, we had been engaged in the business of acquiring oil and gas leases and participating in the drilling of wells in the Bakken and Three Forks trends in North Dakota and Montana and /or managing similar assets for third parties. On September 26, 2017, the Company finalized an equity raise utilizing a rights offering and backstop agreement, raising net proceeds of $5,051,675 and issuing 431,819,910 shares. The proceeds were used to sponsor a special purpose acquisition company, discussed below, with the remainder for general corporate purposes. On October 10, 2017, the Company’s sponsored special purpose acquisition company, Black Ridge Acquisition Corp. (“BRAC”), completed an IPO raising $138,000,000 of gross proceeds (including proceeds from the exercise of an over-allotment option by the underwriters on October 18, 2017). In addition, the Company purchased 445,000 BRAC units at $10.00 per unit in a private placement transaction for a total contribution of $4,450,000 in order to fulfill its obligations in sponsoring BRAC, On December 19, 2018, BRAC entered into a business combination agreement and the business combination closed on August 9, 2019, as discussed in Note 5. Following the close of the business combination the Company commenced a strategic review to identify, review and explore alternatives for the Company, including a merger, acquisition, or a business combination. The Company currently owns 2,685,500 shares of Allied Esports Entertainment, Inc. (NASDAQ: AESE), the surviving entity after BRAC’s business combination (“Sponsor Shares”). 537,100 of the Sponsor Shares are subject to distribution rights to officers and directors under the 2018 Management Incentive Plan dated March 6, 2018. The Company is evaluating plans for the remaining Sponsor Shares which could include a distribution of some or all of the Sponsor Share proceeds after expiration of the lock-up agreement on August 9, 2020. |
2. Basis of Presentation and Si
2. Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 – Basis of Presentation and Significant Accounting Policies The interim condensed consolidated 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, 2018, which were included in our Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities: Name of entity State of Incorporation Relationship Black Ridge Oil and Gas, Inc. Nevada Parent Black Ridge Acquisition Corp. Delaware Subsidiary (1) (1) The Company had determined that AESE, following its IPO, was a variable interest entity (“VIE”) and that the Company was the primary beneficiary of the VIE. The Company determined that, due to the redemption feature associated with the IPO shares, that the IPO shareholders were indirectly protected from the operating expenses of BRAC and it had the power to direct the activities of BRAC through the date BRAC afforded the stockholders the opportunity to vote to approve the proposed business combination. Therefore, BRAC’s operations are included in the BROG’s consolidated financial statements herein through August 9 2019. BRAC’s IPO shareholders are reflected in our Consolidated Financial Statements as a non-controlling interest through BRAC’s business combination on August 9, 2019. Under guidance in ASC 810-10-05-8 (“Consolidation of VIEs”) the Company’s management has determined that BRAC, following its merger, should no longer be consolidated for financial statement purposes as the Company no longer had the power to direct the activities of BRAC. Following BRAC’s business combination, the Company’s investment in AESE is accounted for using the cost method as AESE no longer was considered a VIE and the Company now owned 12.4% of the outstanding common stock of AESE. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, BROG, and BRAC, for the period it was consolidated, are collectively referred to herein as the “Company” or “Black Ridge”. The Company’s headquarters is in Minneapolis, Minnesota and substantially all of its operations are in the United States. Reclassifications In the current year, the income, expense and cash flows from BRAC during the period they were consolidated have been classified as discontinued operations. For comparative purposes amounts in the prior periods have been reclassified to conform to current year presentation. Additionally, the assets and liabilities from BRAC are shown on the balance sheet as assets and liabilities for discontinued operations. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Environmental Liabilities The Company was formerly a direct owner of assets in the oil and gas industry. 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 which would have a material effect on the Company. 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 equivalents on hand at September 30, 2019 and December 31, 2018 were $-0- and $2,312, respectively. Restricted Cash and Securities held in Trust Account The Company had $2,312 of cash equivalents and $141,304,995 of marketable securities on December 31, 2018 held in the Trust Account which was restricted for the benefit of the AESE’s IPO shareholders to be available for those shareholders in the event they elected to redeem their shares following an approved business combination. Cash in Excess of FDIC Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current regulations. The Company had approximately $-0- and $1,119,770 in excess of FDIC and SIPC insured limits at September 30, 2019 and December 31, 2018, respectively. The Company has not experienced any losses in such accounts. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Basic and Diluted Loss Per Share The basic net loss per share is computed by dividing the net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and nine months ended September 30, 2019 and 2018 are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Weighted average common shares outstanding – basic 479,844,900 479,821,911 479,844,900 479,807,318 Plus: Potentially dilutive common shares: Stock options and warrants 245,019 221,053 273,929 237,953 Weighted average common shares outstanding – diluted 480,089,919 480,042,964 480,118,829 480,045,271 Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 10,646,500 and 10,835,300 for the three months ended September 30, 2019 and 2018, respectively, and 10,646,500 and 10,835,300 for the nine months ended September 30, 2019 and 2018, respectively. 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. Property and Equipment Property and equipment 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 are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable. Depreciation expense was $754 and $7,650 for the nine months ended September 30, 2019 and 2018, respectively. Revenue Recognition The Company recognizes management fee income as services are provided. 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 recognized in the income statement based on their fair values. Expense related to common stock and stock options issued for services and compensation totaled $83,705 and $244,664 for the nine months ended September 30, 2019 and 2018, 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. Uncertain Tax Positions Effective upon inception at April 9, 2010, the Company adopted 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 may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. Black Ridge Oil & Gas, Inc. has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed below, management believes there have been no developments to recently issued accounting standards, including expected dates of adoption and estimated effects on our financial statements, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities The provisions within this Update require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. This amendment excludes from net income gains or losses that the entity may not realize because those financial liabilities are not usually transferred or settled at their fair values before maturity. The amendments in this Update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. For public business entities, the amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard had a material impact on the Company’s consolidated financial statements beginning in the year ended December 31, 2019. |
3. Going Concern
3. Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern As shown in the accompanying financial statements, as of September 30, 2019, the Company had a cash balance of $64,613 and total working capital of negative $2,620,633. The Company’s management consulting agreement with AESE calls for management fees of $313,316 from October 1, 2019 through December 31, 2019 and does not continue into 2020. Based on projections of cash expenditures in the Company’s current business plan, the cash on hand would be insufficient to fund the Company’s general and administrative expenses over the next year. The Company continues to pursue sources of additional capital through various management fee agreements and financing transactions or arrangements, including joint venturing of projects, equity financing, debt financing or other means. We may not be successful in identifying suitable funding transactions in a sufficient time period or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our business. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
4. Rights Offering and Formatio
4. Rights Offering and Formation of Black Ridge Acquisition Corp. | 9 Months Ended |
Sep. 30, 2019 | |
Rights Offering And Formation Of Black Ridge Acquisition Corp. | |
Rights Offering and Formation of Black Ridge Acquisition Corp. | Note 4 – Rights Offering and Formation of Black Ridge Acquisition Corp. The Company filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the issuance of 431,819,910 shares of common stock in the Rights Offering that was declared effective by the SEC on August 3, 2017. Pursuant to the Rights Offering, the Company distributed, on a pro rata basis, one right for each share of common stock owned by shareholders on August 2, 2017 (the “Record Date”). Each right permitted a shareholder to purchase up to nine shares of common stock at a subscription price of $0.012 per share. The Rights Offering expired on September 8, 2017 (the “Expiration Date”). In connection with the Rights Offering, the Company also entered into a Standby Purchase Agreement (the “Backstop Agreement”) with a consortium of investors, including members of the Company’s board of directors and our Chief Executive Officer (collectively, the “Backstop Purchasers”), who agree to purchase up to $2.9 million of the unsubscribed shares following the completion of the rights offering. On September 26, 2017, the Company completed the Rights Offering, raising gross proceeds of $5,181,839 and issued 431,819,910 shares in connection with the exercise of rights in connection with the Rights Offering and related Backstop Agreement. Under the Rights Offering the Company’s current shareholders exercised rights to purchase 199,811,421 shares of stock for a total of $2,397,737. Under the Backstop Agreement, the Backstop Purchasers purchased 232,008,489 shares of stock for a total of $2,784,102. Additionally, as part of the Backstop agreement, the Company issued 435,000 warrants to purchase its common stock at $0.01 to participants in the Backstop Agreement. The warrants fair value was estimated to be $10,135. Officers and directors of the Company purchased 173,843,308 shares between the Rights Offering and as participants of the Backstop Agreement for $2,086,120 and received 179,376 warrants to purchase shares of common stock at $0.01 per share for their participation in the Backstop Agreement. The remaining 257,976,602 shares were purchased by non-related parties for proceeds of $2,965,555. The fair value of warrants issued to related parties was estimated to be $4,179. The Company incurred $130,164 in costs associated with raising capital, which has been netted against stockholders’ equity. On October 10, 2017 and October 18, 2017, in connection with the underwriter exercising its over-allotment option, the Company used $4,450,000 of the net proceeds of the Rights Offering to fulfill its obligation as sponsor of BRAC, as part of BRAC’s IPO. BRAC was formed on May 9, 2017 with the purpose of becoming the special acquisition company as a wholly owned subsidiary of the Company with an initial equity contribution of $25,000. After the IPO, the Company retained ownership of 22% of BRAC’s common stock. The remaining proceeds from the Rights Offering following the sponsorship are being used for general corporate purposes. |
5. BRAC's IPO, Consolidation of
5. BRAC's IPO, Consolidation of BRAC and Non-controlling Interest | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
BRAC's IPO, Consolidation of BRAC and Non-controlling Interest | Note 5 – BRAC’s IPO, BRAC’s Merger, Consolidation of BRAC and Non-controlling Interest BRAC’s IPO The registration statement for the BRAC’s IPO was declared effective on October 4, 2017. The registration statement was initially declared effective for 10,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), but the offering was increased to 12,000,000 Units pursuant to Rule 462(b) under the Securities Act of 1933, as amended. On October 10, 2017, BRAC consummated the IPO of 12,000,000 units, generating gross proceeds of $120,000,000. Simultaneous with the closing of the IPO, BRAC sold 400,000 units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to BROG, generating gross proceeds of $4,000,000. BROG’s investment in BRAC’s common stock is eliminated in consolidation prior to the BRAC’s merger on August 9, 2019. Transaction costs relating to the IPO amounted to $2,882,226, consisting of $2,400,000 of underwriting fees and $482,226 of other costs. Following the closing of the IPO on October 10, 2017, an amount of $120,600,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by BRAC meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by BRAC, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On October 18, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, BRAC sold an additional 1,800,000 Units and sold an additional 45,000 Placement Units to BROG at $10.00 per Unit, generating total proceeds of $18,450,000. Transaction costs for underwriting fees on the sale of the over-allotment units were $360,000. Following the closing, an additional $18,090,000 of the net proceeds ($10.05 per Unit) was placed in the Trust Account, bringing the total aggregate proceeds held in the Trust Account to $138,690,000 ($10.05 per Unit). BROG’s investment in BRAC’s common stock is eliminated in consolidation prior to the BRAC’s merger on August 9, 2019. Upon the closing of the IPO, $10.05 per Unit sold in the IPO, including some of the proceeds of the Private Placements was deposited in a trust account (“Trust Account”) to be held until the earlier of (i) the consummation of its initial Business Combination or (ii) BRAC’s failure to consummate a Business Combination within 21 months from the consummation of the IPO (the “Combination Period”). The Extension Meeting On July 9, 2019, BRAC held a special meeting of its stockholders (the “Meeting”). At the Meeting, BRAC’s stockholders considered a proposal to adopt and approve an amendment to BRAC’s amended and restated certificate of incorporation (the “Charter”) to extend the date that BRAC had to consummate a business combination (the “Extension”) to August 10, 2019. The amendment was approved by the stockholders and filed with the Secretary of State of the State of Delaware on July 9, 2019. In connection with this vote, the holders of 9,246,727 shares of BRAC’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.29 per share resulting in $95,125,574 in Trust Account assets being distributed back to shareholders. In connection with the Extension, BROG loaned $30,000 to BRAC to be placed in the Trust Account for the benefit of the public shares that were not converted. The loan was non-interest bearing and evidenced by a promissory note issued by BRAC on the same date. The loan was repaid on August 12, 2019. Business Combination Agreement On December 19, 2018, BRAC entered into the Business Combination Agreement with Merger Sub, Allied Esports, Ourgame, Noble and Primo. The Business Combination Agreement was amended on August 5, 2019 and the Business Combination Agreement as amended is referred to as the Amended Business Combination Agreement. The merger closed on August 9, 2019. Subject to the Amended Business Combination Agreement, (i) Noble merged with and into Allied Esports (the “Redomestication Merger”) with Allied Esports being the surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger Sub merged with into Allied Esports with Allied Esports being the surviving entity of such merger (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). The Mergers resulted in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT. Allied Esports is a premier esports entertainment company with a global network of dedicated esports properties and content production facilities. WPT is the creator of the World Poker Tour® (WPT®) – the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. The transactions strategically combined the globally recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person experiences, multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry. Upon consummation of the Mergers (the “Closing”), BRAC issued to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of common stock, par value $0.0001 per share, of BRAC common stock and (ii) an aggregate of 3,800,003 warrants to purchase shares of common stock of the BRAC. In addition to the consideration described above, the former owners of Allied Esports and WPT will receive their pro rata portion of an aggregate of an additional 3,846,153 shares of the BRAC’s common stock if the last sales price of BRAC’s common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for thirty (30) consecutive days at any time during the five (5) year period commencing on the date of the Closing (the “Closing Date”). The Business Combination Agreement, which original called for a debt repayment to Ourgame of $35,000,000 was amended to call for BRAC to (i) assume $10,000,000 of the debt obligations of Ourgame and Noble (including an additional $1,200,000 of accrued interest) and (ii) repay Ourgame the remaining balance of $23,800,000 by paying $3,500,000 in cash to Ourgame and its designees, issuing to Ourgame and its designees 2,928,679 shares of BRAC’s common stock and Ourgame retaining $1,000,000 of the proceeds of such loans to pay its transaction expenses incurred in the Merger. In connection with entering into the Amendment, BROG, as BRAC’s founder, agreed to transfer an aggregate of 600,000 shares of BRAC’s common stock held by it to Ourgame. Additionally, In July and August 2019, BRAC and BROG entered into several share purchase agreements (the “Purchase Agreements”) with several parties (collectively referred to as the “Purchasers”). Pursuant to the Purchase Agreements, the Purchasers agreed to purchase an aggregate of $18,000,000 of shares of BRAC’s common stock in open market or privately negotiated transactions. If the Purchasers were unable to purchase the full $18,000,000 of shares of common stock in open market or privately negotiated transactions, BRAC will issue to the Purchasers newly issued shares at the Closing at a per-share price equal to the per-share amount held in BRAC’s trust account ($10.30 per share), and having an aggregate value equal to the difference between $18,000,000 and the dollar amount of shares purchased by them in the open market or in privately negotiated transactions. At the Closing, BRAC agreed to issue to the Purchasers 1.5 shares of common stock for every 10 shares purchased by them under the Purchase Agreements. Additionally, BROG agreed to transfer an aggregate of 720,000 shares held by it of BRAC common stock to the Purchasers. Pursuant to the Purchase Agreements, BRAC is required to file a registration statement with the SEC as promptly as practicable following the closing of the merger to register the resale of any securities purchased by the Purchasers that are not already registered and cause such registration statement to become effective as soon as possible. The Purchasers included a $3 million investment from Lyle Berman, a member of the board of directors of both BRAC and BROG and the largest shareholder of BROG. Additionally, $5 million will be held in an escrow account and its usage will be limited to specific capital projects. Consummation of the transactions contemplated by the Amended Business Combination Agreement was subject to certain closing conditions including, among others, (i) approval by the stockholders of BRAC, and (ii) that BRAC have available cash in an amount not less than $22,000,000 after payment to stockholders who elect to redeem their shares of common stock in accordance with the provisions of BRAC’s charter documents. This second condition was waived by Ourgame prior to the close. Consolidation of BRAC and Non-controlling Interest The Company determined that BRAC, following its IPO, was a VIE and that the Company is the primary beneficiary of the VIE. The Company determined that, due to the redemption feature associated with the IPO shares, that the IPO shareholders are indirectly protected from the operating expenses of BRAC and BROG had the power to direct the activities of BRAC through the date at which BRAC affords the stockholders the opportunity to vote to approve a proposed business combination. Therefore, the consolidated financial statements contain the operations of the BRAC from its inception on May 9, 2017 through the date of the merger, when BRAC was determined to no longer be a VIE. BRAC’s IPO shareholders are reflected in our Consolidated Financial Statements as a redeemable non-controlling interest prior to the merger. The non-controlling interest was recorded at fair value on October 10, 2017, with an addition on October 18, 2017 as a result of the underwriters’ exercise of their over-allotment option. During the period in which BRAC was consolidated, the net earnings attributable to the IPO shareholders are subtracted from the net gain (loss) for any period to arrive at the net loss attributable to the Company and the non-controlling interest on the balance sheet is adjusted to include the net earnings attributable to the IPO shareholders. Deconsolidation of BRAC Additionally, US GAAP (ASC 810-10-40) provides guidance on “Derecognition” of a previously consolidated entity or entities. Under this guidance, the Company shall account for the deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A by recognizing a gain or loss in net income attributable to the parent, measured as the difference between the combination of: a) The fair value of: · any consideration received. In this case, the Company received no consideration. · any retained non-controlling investment in the former subsidiary or group of assets at the date the subsidiary is deconsolidated, or the group of assets is derecognized. In this case the fair value of the BRAC common stock at the close of the business combination was $11,950,475; and b) The carrying amount of the former subsidiaries assets and liabilities or the carrying amount of the group of assets. With the above guidance the Company determined that the effect of the deconsolidation of BRAC produced a gain of $26,322,687, which is a non-cash adjustment. Intercompany transactions and eliminations BROG was paid a management fee by AESE of $10,000 per month as part of an administrative services agreement, which commenced October 5, 2017 and ended on the date of the merger, for general and administrative services including the cost of office space and personnel dedicated to AESE. BROG was also reimbursed for any out-of-pocket expenses, particularly travel, incurred in connection with activities on AESE’s behalf, including but not limited to identifying potential target businesses and performing due diligence on suitable business combinations. AESE paid a total of $72,903 to BROG for such services for the nine months ended September 30, 2019 while AESE remained a VIE and was consolidated. The management services income of BROG and the management services expense of AESE as well as any balances due between the companies for such services or reimbursements were eliminated in consolidation. Management fees earned by BROG of $153,279 subject to the management services agreement between AESE and BROG in effect subsequent to the merger are not eliminated. |
6. Prepaid Expenses
6. Prepaid Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 6 – Prepaid Expenses Prepaid expenses consist of the following: September 30, December 31, 2019 2018 Prepaid insurance costs $ 12,156 $ 17,501 Prepaid employee benefits 500 11,865 Prepaid office and other costs 12,166 13,319 Total prepaid expenses $ 24,822 $ 42,685 |
7. Property and Equipment
7. Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property and equipment: | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment at September 30, 2019 and December 31, 2018, consisted of the following: September 30, December 31, 2019 2018 Property and equipment $ 128,965 $ 128,156 Less: Accumulated depreciation and amortization (127,685 ) (126,931 ) Total property and equipment, net $ 1,280 $ 1,225 The Company recognized depreciation expense of $754 and $7,650 for the nine month periods ended September 30, 2019 and 2018, respectively. |
8. Investments in Allied Esport
8. Investments in Allied Esports Entertainment, Inc. | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Investments in Allied Esports Entertainment, Inc. | Note 8 – Investment in Allied Esports Entertainment, Inc. Following the close of BRAC’s merger, the Company retained 2,685,500 shares of AESE common stock with a value, based on the closing stock of $4.45 on the merger, of $11,950,475. As noted below, in Note 9 - Related Party Transactions, 20% or 537,100, of the shares are committed to be released to employees one year from the date of the merger, or on August 9, 2020. Therefore, the Company recorded compensation expense and recorded a deferred compensation liability of $2,309,095 to recognize the commitment to employees. To facilitate the BRAC merger the Company transferred 1,320,000 shares to the former owners of Allied Esports and WPT and other investors, recognizing an expense of $5,874,000. As of September 30, 2019, the market value of the Company’s investment in AESE’s common stock was $14,045,165, based on the closing stock price of $5.23 per share. Thus, we recognized a gain of $2,094,690, and adjusted the compensation expense and deferred compensation expense to $2,809,033 to reflect the change in the market value of the stock committed to employees and directors. The balance in deferred compensation will be adjusted quarterly to reflect changes in the market value of the AESE common stock committed to them. |
9. Related Party Transactions
9. Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions On March 1, 2018, the Board of Directors (the “Board”) of the Company approved and adopted the Black Ridge Oil & Gas, Inc. 2018 Management Incentive Plan (the “Plan”) and the form of 2018 Management Incentive Plan Award Agreement (the “Award Agreement”). In connection with the approval of the Plan and Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals including officers and directors (the “Grantees”), representing 20% of the shares of AESE held by the Company as of the date of closing of a business combination for the acquisition of a target business as described in the AESE prospectus dated October 4, 2017, as follows: Percentage of AESE Shares Owned by the Name Company to be Granted to the Grantee Bradley Berman 1.6% Lyle Berman 1.6% Benjamin Oehler 1.6% Joe Lahti 1.6% Kenneth DeCubellis 4.0% Michael Eisele 2.8% James Moe 2.1% As of September 30, 2019, and following the AESE merger on August 9, 2019, the Company owned 2,685,500 shares of AESE common stock. As a result, 537,100 shares of AESE common stock (the “AESE Shares”) are committed to employees and directors of the Company. Employees and directors are required to remain in their positions for a one-year period, with certain exceptions, to receive the granted shares. The AESE Shares had a fair market value of $2,809,033 on September 30, 2019. The Company is recognizing the full expense related to the Plan immediately upon the AESE merger date. Compensation expense of $2,309,095 was recognized upon merger and was adjusted on September 30, 2019 to $2,809,033 due to changes in the AESE market price between the August 9, 2019 merger and September 30, 2019. Subsequent adjustments will be required each quarter to adjust the deferred compensation liability until the shares can be transferred to the employees. Shares Transferred to Purchasers of BRAC Common Stock As presented in Note 5, In July and August 2019, BRAC and BROG entered into several share purchase agreements (the “Purchase Agreements”) with several parties (collectively referred to as the “Purchasers”). Pursuant to the Purchase Agreements, the Purchasers agreed to purchase an aggregate of $18,000,000 of shares of BRAC’s common stock in open market or privately negotiated transactions. If the Purchasers were unable to purchase the full $18,000,000 of shares of common stock in open market or privately negotiated transactions, BRAC will issue to the Purchasers newly issued shares at the Closing at a per-share price equal to the per-share amount held in BRAC’s trust account ($10.30 per share), and having an aggregate value equal to the difference between $18,000,000 and the dollar amount of shares purchased by them in the open market or in privately negotiated transactions. At the Closing, BRAC agreed to issue to the Purchasers 1.5 shares of common stock for every 10 shares purchased by them under the Purchase Agreements. Additionally, the Company agreed to transfer an aggregate of 720,000 shares held by it of BRAC common stock to the Purchasers. The Purchasers included a $3 million investment from Lyle Berman, a member of the board of directors of both BRAC and BROG and the largest shareholder of BROG, and a $2 million investment from Morris Goldfarb, a major shareholder of the Company. Mr. Berman and Mr. Goldfarb received 43,800 and 29,127 bonus shares, respectively, of BRAC common stock issued by BRAC and 120,000 and 80,000 shares, respectively, of BRAC common stock transferred from the Company. BRAC Convertible Loans In order to finance transaction costs in connection with an intended initial business combination, BROG had loaned AESE an aggregate $750,000 in the form of convertible notes. The notes were unsecured, non-interest bearing and payable upon the consummation by AESE of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, the principal balance of the notes could be converted, at BROG’s option, to units at a price of $10.00 per unit. The terms of the units are identical to the units issued by BRAC in its IPO, except the warrants included in such units could be exercised on a cashless basis, in each case so long as they continued to be held by BROG or its permitted transferees. BROG elected to convert $600,000 of the principal balance of the convertible promissory notes and received 60,000 units consisting of 66,000 shares of AESE common stock (after conversion of the stock rights into 6,000 shares) and 60,000 warrants. The remaining $150,000 was repaid to BROG at the date of merger. |
10. Fair Value of Financial Ins
10. Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 10 – 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 had revolving credit facilities 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. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2019 and December 31, 2018: Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 64,613 $ – $ – Investment in Allied Esports Entertainment, Inc. 14,045,165 – – Total assets 14,109,778 – – Liabilities None – – – Total liabilities – – – $ 14,109,778 $ – $ – Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 1,503,500 $ – $ – Restricted cash and investments held in trust 141,307,307 Total assets 142,810,807 – – Liabilities None – – – Total liabilities – – – $ 142,810,807 $ – $ – There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the nine months ended September 30, 2019. |
11. Stockholders' Equity
11. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders’ Equity Preferred Stock The Company has 20,000,000 authorized shares of $0.001 par value preferred stock. No shares have been issued to date. Common Stock The Company has 500,000,000 authorized shares of $0.001 par value common stock. As of September 30, 2019, and December 31, 2018, a total of 479,844,900 shares of common stock have been issued. |
12. Options
12. Options | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options | Note 12 – Options Options Granted No options were granted during the nine months ended September 30, 2019 and 2018. The Company recognized a total of $83,705, and $185,035 of compensation expense during the nine months ended September 30, 2019 and 2018, respectively, related to common stock options issued to Employees and Directors that are being amortized over the implied service term, or vesting period, of the options. The remaining unamortized balance of these options is $44,079 as of September 30, 2019. Options Exercised No options were exercised during the nine months ended September 30, 2019 and 2018. Options Forfeited A total of 137,000 options expired and were forfeited during the nine months ended September 30, 2019. A total of 22,000 options were forfeited during the nine months ended September 30, 2018. |
13. Warrants
13. Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 13 – Warrants Warrants Granted No warrants were granted during the nine months ended September 30, 2019 and 2018. Warrants Exercised No warrants were exercised during the nine months ended September 30, 2019. Warrants to purchase 45,000 shares were exercised in the nine months ended September 30, 2018 for proceeds of $450. Outstanding Warrants The Company issued 435,000 warrants (of which 390,000 are outstanding as of September 30, 2019) to purchase shares at $0.01 per share to participants of the Backstop Agreement on September 22, 2017. The Company accounted for the warrants as an expense of the Rights Offering which resulted in a charge directly to stockholders’ equity. The Company estimated the fair value of these warrants to be approximately $10,135 (or $0.0233 per warrant) using the Black-Scholes option-pricing model. The fair value of the warrants was estimated as of the date of grant using the following assumptions: (1) expected volatility of 388%, (2) risk-free interest rate of 1.89% and (3) expected life of five years. |
14. Income Taxes
14. Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes, Losses incurred during the period from April 9, 2011 (inception) to September 30, 2019 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, 2019, net deferred tax assets were $4,359,663, with no deferred tax liability, primarily related to net operating loss carryforwards. A valuation allowance of approximately $4,359,663 was applied to the net deferred tax assets. Therefore, BROG has no tax expense for 2019 to date. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no significant uncertain tax positions as of any date on, or before September 30, 2019. |
15. Commitments
15. Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 15 – Commitments The Company from time to time may be involved in various inquiries, administrative proceedings and litigation relating to matters arising in the normal course of business. The Company is not aware of any inquiries or administrative proceedings and is not currently a defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company. The Company periodically maintains cash balances at banks in excess of federally insured amounts. The extent of loss, if any, to be sustained as a result of any future failure of a bank or other financial institution is not subject to estimation at this time. |
16. Subsequent Events
16. Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued. No events occurred of a material nature that would have required adjustments to or disclosures in these financial statements. |
17. Explanation of our Restatem
17. Explanation of our Restatement | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Explanation of our Restatement | Note 17 – Explanation of our Restatement The Company is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report for the period ended September 30, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on November 14, 2019 (the “Original Report”) in response to certain issues set forth in our Current Report on Form 8-K filed with the SEC on May 15, 2020 (the “Form 8-K”). The financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2019 require restatement in order to correct the presentation of unrealized losses on our investment in Allied Esports Entertainment, Inc. In accordance with Accounting Standards Update No. 2016-01 – Financial Instruments – Overall (Subtopic 825-10) BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As Originally Reported As Restated September 30, September 30, 2019 Adjusted 2019 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 64,613 $ – $ 64,613 Receivable from Allied Esports Entertainment, Inc. 181,211 – 181,211 Prepaid expenses 24,822 – 24,822 Total current assets 270,646 – 270,646 Property and equipment: Property and equipment 128,965 – 128,965 Less accumulated depreciation (127,685 ) – (127,685 ) Total property and equipment, net 1,280 – 1,280 Investment in Allied Esports Entertainment, Inc. 14,045,165 – 14,045,165 Total assets $ 14,317,091 $ – $ 14,317,091 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 48,419 $ – $ 48,419 Accrued expenses 33,827 – 33,827 Deferred Compensation 2,809,033 – 2,809,033 Total current liabilities 2,891,279 – 2,891,279 Long term liabilities – – – Total liabilities 2,891,279 – 2,891,279 Commitments and contingencies – – – Stockholders' equity: Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding – – – Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding 479,845 – 479,845 Additional paid-in capital 36,559,437 – 36,559,437 Accumulated other comprehensive income 2,094,690 (2,094,690 ) – Accumulated deficit (27,708,160 ) 2,094,690 (25,613,470 ) Total stockholders' equity 11,425,812 – 11,425,812 Total liabilities, redeemable non-controlling interest and stockholders' equity $ 14,317,091 $ – $ 14,317,091 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated Management fee income $ 153,279 $ – $ 153,279 Total revenues 153,279 – 153,279 Operating expenses: General and administrative expenses Salaries and benefits 279,621 – 279,621 Stock-based compensation and deferred compensation 2,836,920 – 2,836,920 Professional services 40,287 – 40,287 Other general and administrative expenses 69,157 – 69,157 Total general and administrative expenses 3,225,985 – 3,225,985 Depreciation and amortization 131 – 131 Total operating expenses 3,226,116 – 3,226,116 Net operating loss (3,072,837 ) – (3,072,837 ) Other income (expense): Gain on deconsolidation of subsidiary 20,448,687 – 20,448,687 Gain on investment in Allied Esports Entertainment, Inc. – 2,094,690 2,094,690 Total other income (expense) 20,448,687 2,094,690 22,543,377 Net profit before provision for income taxes 17,375,850 2,094,690 19,470,540 Provision for income taxes – – – Net profit from continuing operations, net of tax 17,375,850 2,094,690 19,470,540 Net profit (loss) from discontinued operations (8,152,165 ) – (8,152,165 ) Net profit before non-controlling interest 9,223,685 2,094,690 11,318,375 Less net profit attributable to redeemable non-controlling interest (142,919 ) – (142,919 ) Net income attributable to Black Ridge Oil & Gas, Inc. $ 9,080,766 $ 2,094,690 $ 11,175,456 Other comprehensive income: Unrealized gain on investments $ 2,094,690 $ (2,094,690 ) $ – Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. $ 11,175,456 $ (11,175,456 ) $ – Weighted average common shares outstanding - basic 479,844,900 479,844,900 Weighted average common shares outstanding - fully diluted 480,089,919 480,089,919 Net income per common share - basic $ 0.02 $ – $ 0.02 Net income per common share - fully diluted $ 0.02 $ – $ 0.02 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated Management fee income $ 153,279 $ – $ 153,279 Total revenues 153,279 – 153,279 Operating expenses: General and administrative expenses Salaries and benefits 910,191 – 910,191 Stock-based compensation and deferred compensation 2,892,738 – 2,892,738 Professional services 79,978 – 79,978 Other general and administrative expenses 185,035 – 185,035 Total general and administrative expenses 4,067,942 – 4,067,942 Depreciation and amortization 754 – 754 Total operating expenses 4,068,696 – 4,068,696 Net operating loss (3,915,417 ) – (3,915,417 ) Other income (expense): Gain on deconsolidation of subsidiary 20,448,687 – 20,448,687 Other income 51 – 51 Gain on investment in Allied Esports Entertainment, Inc. – 2,094,690 2,094,690 Total other income (expense) 20,448,738 2,094,690 22,543,428 Net profit before provision for income taxes 16,533,321 2,094,690 18,628,011 Provision for income taxes – – – Net profit from continuing operations, net of tax 16,533,321 2,094,690 18,628,011 Net profit (loss) from discontinued operations (7,421,050 ) – (7,421,050 ) Net profit before non-controlling interest 9,112,271 2,094,690 11,206,961 Less net profit attributable to redeemable non-controlling interest (1,332,529 ) – (1,332,529 ) Net income attributable to Black Ridge Oil & Gas, Inc. $ 7,779,742 $ 2,094,690 $ 9,874,432 Other comprehensive income: Unrealized gain on investments $ 2,094,690 $ (2,094,690 ) $ – Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. $ 9,874,432 $ (9,874,432 ) $ – Weighted average common shares outstanding - basic 479,844,900 479,844,900 Weighted average common shares outstanding - fully diluted 480,118,829 480,118,829 Net income per common share - basic $ 0.02 $ – $ 0.02 Net income per common share - fully diluted $ 0.02 $ – $ 0.02 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income attributable to Black Ridge Oil & Gas, Inc. $ 7,779,742 $ 2,094,690 $ 9,874,432 Net loss from discontinued operations 7,421,050 – 7,421,050 Net income attributable to redeemable non-controlling interest 1,332,529 – 1,332,529 Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: Gain on deconsolidation of subsidiary (26,322,687 ) – (26,322,687 ) Merger incentive expense 5,874,000 – 5,874,000 Depreciation and amortization 754 – 754 Gain on investment in Allied Esports Entertainment, Inc. – (2,094,690 ) (2,094,690 ) Amortization of stock options 83,705 – 83,705 Deferred compensation 2,809,033 – 2,809,033 Decrease (increase) in current assets: Accounts receivable 13 – 13 Accounts receivable, related party (181,211 ) – (181,211 ) Prepaid expenses 17,863 – 17,863 Increase (decrease) in current liabilities: Accounts payable 16,481 – 16,481 Accrued expenses 28,136 – 28,136 Net cash provided by (used in) operating activities of continuing operations (1,140,592 ) – (1,140,592 ) Net cash used in operating activities of discontinued operations (8,618,568 ) – (8,618,568 ) Net cash provided by (used in) operating activities (9,759,160 ) – (9,759,160 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash disposed in deconsolidation (9,991,684 ) – (9,991,684 ) Purchase of property and equipment (809 ) – (809 ) Net cash used in investing activities of continuing operations (9,992,493 ) – (9,992,493 ) Net cash provided by investing activities of discontinued operations 16,880,792 – 16,880,792 Net cash provided by investing activities 6,888,299 – 6,888,299 CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities from continuing operations – – – Net cash provided by financing activities from discontinued operations 1,431,974 – 1,431,974 Net cash provided by financing activities from continuing operations 1,431,974 – 1,431,974 NET CHANGE IN CASH (1,438,887 ) – (1,438,887 ) CASH AT BEGINNING OF PERIOD 1,503,500 – 1,503,500 CASH AT END OF PERIOD $ 64,613 $ – $ 64,613 SUPPLEMENTAL INFORMATION: Interest paid $ – $ – $ – Income taxes paid $ 751,630 $ – $ 751,630 NON-CASH INVESTING AND FINANCING ACTIVITIES: Unrealized gain on investment in AESE $ 2,094,690 $ (2,094,690 ) $ – Recognition of subsidiary equity upon deconsolidation $ 8,498,212 $ – $ 8,498,212 BRAC Redemptions of redeemable preferred stock from trust account $ 126,205,985 $ – $ 126,205,985 BRAC redeemable preferred stock transferred to equity $ 15,865,798 $ – $ 15,865,798 BRAC stock issued in merger $ 51,632,255 $ – $ 51,632,255 BRAC stock issued to settle intercompany debt $ 19,300,000 $ – $ 19,300,000 BRAC loan and accrued interest assumed to settle intercompany debt $ 10,992,877 $ – $ 10,992,877 BRAC stock issued to settle liabilities $ 5,917,500 $ – $ 5,917,500 See accompanying notes to financial statements. |
2. Basis of Presentation and _2
2. Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities: Name of entity State of Incorporation Relationship Black Ridge Oil and Gas, Inc. Nevada Parent Black Ridge Acquisition Corp. Delaware Subsidiary (1) (1) The Company had determined that AESE, following its IPO, was a variable interest entity (“VIE”) and that the Company was the primary beneficiary of the VIE. The Company determined that, due to the redemption feature associated with the IPO shares, that the IPO shareholders were indirectly protected from the operating expenses of BRAC and it had the power to direct the activities of BRAC through the date BRAC afforded the stockholders the opportunity to vote to approve the proposed business combination. Therefore, BRAC’s operations are included in the BROG’s consolidated financial statements herein through August 9 2019. BRAC’s IPO shareholders are reflected in our Consolidated Financial Statements as a non-controlling interest through BRAC’s business combination on August 9, 2019. Under guidance in ASC 810-10-05-8 (“Consolidation of VIEs”) the Company’s management has determined that BRAC, following its merger, should no longer be consolidated for financial statement purposes as the Company no longer had the power to direct the activities of BRAC. Following BRAC’s business combination, the Company’s investment in AESE is accounted for using the cost method as AESE no longer was considered a VIE and the Company now owned 12.4% of the outstanding common stock of AESE. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, BROG, and BRAC, for the period it was consolidated, are collectively referred to herein as the “Company” or “Black Ridge”. The Company’s headquarters is in Minneapolis, Minnesota and substantially all of its operations are in the United States. |
Reclassifications | Reclassifications In the current year, the income, expense and cash flows from BRAC during the period they were consolidated have been classified as discontinued operations. For comparative purposes amounts in the prior periods have been reclassified to conform to current year presentation. Additionally, the assets and liabilities from BRAC are shown on the balance sheet as assets and liabilities for discontinued operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Environmental Liabilities | Environmental Liabilities The Company was formerly a direct owner of assets in the oil and gas industry. 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 which would have a material effect on the Company. |
Cash and Cash Equivalents | 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 equivalents on hand at September 30, 2019 and December 31, 2018 were $-0- and $2,312, respectively. |
Restricted cash and securities held in Trust Account | Restricted Cash and Securities held in Trust Account The Company had $2,312 of cash equivalents and $141,304,995 of marketable securities on December 31, 2018 held in the Trust Account which was restricted for the benefit of the AESE’s IPO shareholders to be available for those shareholders in the event they elected to redeem their shares following an approved business combination. |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $250,000 and $500,000, respectively, under current regulations. The Company had approximately $-0- and $1,119,770 in excess of FDIC and SIPC insured limits at September 30, 2019 and December 31, 2018, respectively. The Company has not experienced any losses in such accounts. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per share is computed by dividing the net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and nine months ended September 30, 2019 and 2018 are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Weighted average common shares outstanding – basic 479,844,900 479,821,911 479,844,900 479,807,318 Plus: Potentially dilutive common shares: Stock options and warrants 245,019 221,053 273,929 237,953 Weighted average common shares outstanding – diluted 480,089,919 480,042,964 480,118,829 480,045,271 Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 10,646,500 and 10,835,300 for the three months ended September 30, 2019 and 2018, respectively, and 10,646,500 and 10,835,300 for the nine months ended September 30, 2019 and 2018, respectively. |
Fair Value of Financial Instruments | 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. |
Property and Equipment | Property and Equipment Property and equipment 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 are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable. Depreciation expense was $754 and $7,650 for the nine months ended September 30, 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes management fee income as services are provided. |
Stock-Based Compensation | 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 recognized in the income statement based on their fair values. Expense related to common stock and stock options issued for services and compensation totaled $83,705 and $244,664 for the nine months ended September 30, 2019 and 2018, 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. |
Uncertain Tax Positions | Uncertain Tax Positions Effective upon inception at April 9, 2010, the Company adopted 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 may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. Black Ridge Oil & Gas, Inc. has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed below, management believes there have been no developments to recently issued accounting standards, including expected dates of adoption and estimated effects on our financial statements, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities The provisions within this Update require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. This amendment excludes from net income gains or losses that the entity may not realize because those financial liabilities are not usually transferred or settled at their fair values before maturity. The amendments in this Update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. For public business entities, the amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard had a material impact on the Company’s consolidated financial statements beginning in the year ended December 31, 2019. |
2. Basis of Presentation and _3
2. Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of entities | Name of entity State of Incorporation Relationship Black Ridge Oil and Gas, Inc. Nevada Parent Black Ridge Acquisition Corp. Delaware Subsidiary (1) (1) |
Schedule of weighted average common shares | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Weighted average common shares outstanding – basic 479,844,900 479,821,911 479,844,900 479,807,318 Plus: Potentially dilutive common shares: Stock options and warrants 245,019 221,053 273,929 237,953 Weighted average common shares outstanding – diluted 480,089,919 480,042,964 480,118,829 480,045,271 |
6. Prepaid Expenses (Tables)
6. Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses | September 30, December 31, 2019 2018 Prepaid insurance costs $ 12,156 $ 17,501 Prepaid employee benefits 500 11,865 Prepaid office and other costs 12,166 13,319 Total prepaid expenses $ 24,822 $ 42,685 |
7. Property and Equipment (Tabl
7. Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property and equipment: | |
Property and equipment | September 30, December 31, 2019 2018 Property and equipment $ 128,965 $ 128,156 Less: Accumulated depreciation and amortization (127,685 ) (126,931 ) Total property and equipment, net $ 1,280 $ 1,225 |
9. Related Party Transactions (
9. Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Percentage of BRAC Shares Owned by the Company Granted to the Grantee | Percentage of AESE Shares Owned by the Name Company to be Granted to the Grantee Bradley Berman 1.6% Lyle Berman 1.6% Benjamin Oehler 1.6% Joe Lahti 1.6% Kenneth DeCubellis 4.0% Michael Eisele 2.8% James Moe 2.1% |
10. Fair Value of Financial I_2
10. Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Valuation of financial instruments at fair value | Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 64,613 $ – $ – Investment in Allied Esports Entertainment, Inc. 14,045,165 – – Total assets 14,109,778 – – Liabilities None – – – Total liabilities – – – $ 14,109,778 $ – $ – Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 1,503,500 $ – $ – Restricted cash and investments held in trust 141,307,307 Total assets 142,810,807 – – Liabilities None – – – Total liabilities – – – $ 142,810,807 $ – $ – |
17. Explanation of our Restat_2
17. Explanation of our Restatement (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of financials | BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As Originally Reported As Restated September 30, September 30, 2019 Adjusted 2019 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 64,613 $ – $ 64,613 Receivable from Allied Esports Entertainment, Inc. 181,211 – 181,211 Prepaid expenses 24,822 – 24,822 Total current assets 270,646 – 270,646 Property and equipment: Property and equipment 128,965 – 128,965 Less accumulated depreciation (127,685 ) – (127,685 ) Total property and equipment, net 1,280 – 1,280 Investment in Allied Esports Entertainment, Inc. 14,045,165 – 14,045,165 Total assets $ 14,317,091 $ – $ 14,317,091 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 48,419 $ – $ 48,419 Accrued expenses 33,827 – 33,827 Deferred Compensation 2,809,033 – 2,809,033 Total current liabilities 2,891,279 – 2,891,279 Long term liabilities – – – Total liabilities 2,891,279 – 2,891,279 Commitments and contingencies – – – Stockholders' equity: Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding – – – Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding 479,845 – 479,845 Additional paid-in capital 36,559,437 – 36,559,437 Accumulated other comprehensive income 2,094,690 (2,094,690 ) – Accumulated deficit (27,708,160 ) 2,094,690 (25,613,470 ) Total stockholders' equity 11,425,812 – 11,425,812 Total liabilities, redeemable non-controlling interest and stockholders' equity $ 14,317,091 $ – $ 14,317,091 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated Management fee income $ 153,279 $ – $ 153,279 Total revenues 153,279 – 153,279 Operating expenses: General and administrative expenses Salaries and benefits 279,621 – 279,621 Stock-based compensation and deferred compensation 2,836,920 – 2,836,920 Professional services 40,287 – 40,287 Other general and administrative expenses 69,157 – 69,157 Total general and administrative expenses 3,225,985 – 3,225,985 Depreciation and amortization 131 – 131 Total operating expenses 3,226,116 – 3,226,116 Net operating loss (3,072,837 ) – (3,072,837 ) Other income (expense): Gain on deconsolidation of subsidiary 20,448,687 – 20,448,687 Gain on investment in Allied Esports Entertainment, Inc. – 2,094,690 2,094,690 Total other income (expense) 20,448,687 2,094,690 22,543,377 Net profit before provision for income taxes 17,375,850 2,094,690 19,470,540 Provision for income taxes – – – Net profit from continuing operations, net of tax 17,375,850 2,094,690 19,470,540 Net profit (loss) from discontinued operations (8,152,165 ) – (8,152,165 ) Net profit before non-controlling interest 9,223,685 2,094,690 11,318,375 Less net profit attributable to redeemable non-controlling interest (142,919 ) – (142,919 ) Net income attributable to Black Ridge Oil & Gas, Inc. $ 9,080,766 $ 2,094,690 $ 11,175,456 Other comprehensive income: Unrealized gain on investments $ 2,094,690 $ (2,094,690 ) $ – Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. $ 11,175,456 $ (11,175,456 ) $ – Weighted average common shares outstanding - basic 479,844,900 479,844,900 Weighted average common shares outstanding - fully diluted 480,089,919 480,089,919 Net income per common share - basic $ 0.02 $ – $ 0.02 Net income per common share - fully diluted $ 0.02 $ – $ 0.02 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated Management fee income $ 153,279 $ – $ 153,279 Total revenues 153,279 – 153,279 Operating expenses: General and administrative expenses Salaries and benefits 910,191 – 910,191 Stock-based compensation and deferred compensation 2,892,738 – 2,892,738 Professional services 79,978 – 79,978 Other general and administrative expenses 185,035 – 185,035 Total general and administrative expenses 4,067,942 – 4,067,942 Depreciation and amortization 754 – 754 Total operating expenses 4,068,696 – 4,068,696 Net operating loss (3,915,417 ) – (3,915,417 ) Other income (expense): Gain on deconsolidation of subsidiary 20,448,687 – 20,448,687 Other income 51 – 51 Gain on investment in Allied Esports Entertainment, Inc. – 2,094,690 2,094,690 Total other income (expense) 20,448,738 2,094,690 22,543,428 Net profit before provision for income taxes 16,533,321 2,094,690 18,628,011 Provision for income taxes – – – Net profit from continuing operations, net of tax 16,533,321 2,094,690 18,628,011 Net profit (loss) from discontinued operations (7,421,050 ) – (7,421,050 ) Net profit before non-controlling interest 9,112,271 2,094,690 11,206,961 Less net profit attributable to redeemable non-controlling interest (1,332,529 ) – (1,332,529 ) Net income attributable to Black Ridge Oil & Gas, Inc. $ 7,779,742 $ 2,094,690 $ 9,874,432 Other comprehensive income: Unrealized gain on investments $ 2,094,690 $ (2,094,690 ) $ – Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. $ 9,874,432 $ (9,874,432 ) $ – Weighted average common shares outstanding - basic 479,844,900 479,844,900 Weighted average common shares outstanding - fully diluted 480,118,829 480,118,829 Net income per common share - basic $ 0.02 $ – $ 0.02 Net income per common share - fully diluted $ 0.02 $ – $ 0.02 See accompanying notes to financial statements. BLACK RIDGE OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2019 (Unaudited) As Originally Reported Adjusted As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income attributable to Black Ridge Oil & Gas, Inc. $ 7,779,742 $ 2,094,690 $ 9,874,432 Net loss from discontinued operations 7,421,050 – 7,421,050 Net income attributable to redeemable non-controlling interest 1,332,529 – 1,332,529 Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: Gain on deconsolidation of subsidiary (26,322,687 ) – (26,322,687 ) Merger incentive expense 5,874,000 – 5,874,000 Depreciation and amortization 754 – 754 Gain on investment in Allied Esports Entertainment, Inc. – (2,094,690 ) (2,094,690 ) Amortization of stock options 83,705 – 83,705 Deferred compensation 2,809,033 – 2,809,033 Decrease (increase) in current assets: Accounts receivable 13 – 13 Accounts receivable, related party (181,211 ) – (181,211 ) Prepaid expenses 17,863 – 17,863 Increase (decrease) in current liabilities: Accounts payable 16,481 – 16,481 Accrued expenses 28,136 – 28,136 Net cash provided by (used in) operating activities of continuing operations (1,140,592 ) – (1,140,592 ) Net cash used in operating activities of discontinued operations (8,618,568 ) – (8,618,568 ) Net cash provided by (used in) operating activities (9,759,160 ) – (9,759,160 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash disposed in deconsolidation (9,991,684 ) – (9,991,684 ) Purchase of property and equipment (809 ) – (809 ) Net cash used in investing activities of continuing operations (9,992,493 ) – (9,992,493 ) Net cash provided by investing activities of discontinued operations 16,880,792 – 16,880,792 Net cash provided by investing activities 6,888,299 – 6,888,299 CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities from continuing operations – – – Net cash provided by financing activities from discontinued operations 1,431,974 – 1,431,974 Net cash provided by financing activities from continuing operations 1,431,974 – 1,431,974 NET CHANGE IN CASH (1,438,887 ) – (1,438,887 ) CASH AT BEGINNING OF PERIOD 1,503,500 – 1,503,500 CASH AT END OF PERIOD $ 64,613 $ – $ 64,613 SUPPLEMENTAL INFORMATION: Interest paid $ – $ – $ – Income taxes paid $ 751,630 $ – $ 751,630 NON-CASH INVESTING AND FINANCING ACTIVITIES: Unrealized gain on investment in AESE $ 2,094,690 $ (2,094,690 ) $ – Recognition of subsidiary equity upon deconsolidation $ 8,498,212 $ – $ 8,498,212 BRAC Redemptions of redeemable preferred stock from trust account $ 126,205,985 $ – $ 126,205,985 BRAC redeemable preferred stock transferred to equity $ 15,865,798 $ – $ 15,865,798 BRAC stock issued in merger $ 51,632,255 $ – $ 51,632,255 BRAC stock issued to settle intercompany debt $ 19,300,000 $ – $ 19,300,000 BRAC loan and accrued interest assumed to settle intercompany debt $ 10,992,877 $ – $ 10,992,877 BRAC stock issued to settle liabilities $ 5,917,500 $ – $ 5,917,500 |
1. Organization and Nature of_2
1. Organization and Nature of Business (Details Narrative) - USD ($) | 9 Months Ended | |||
Oct. 10, 2017 | Sep. 26, 2017 | Sep. 30, 2019 | Aug. 09, 2019 | |
AESE [Member] | ||||
Balance of Shares owned | 2,685,000 | 2,685,000 | ||
Equity Raise [Member] | ||||
Stock issued new, shares | 431,819,910 | |||
Proceeds from sale of equity | $ 5,051,675 | |||
IPO [Member] | BRAC [Member] | Over Allotment Option [Member] | ||||
Proceeds from IPO | $ 138,000,000 | |||
Private Placement [Member] | BRAC [Member] | ||||
Proceeds from sale of equity | $ 4,450,000 | |||
Units sold | 445,000 | |||
Ownership percentage | 22.00% |
2. Basis of Presentation and _4
2. Basis of Presentation and Significant Accounting Policies (Details - Principles of Consolidation) | 9 Months Ended | |
Sep. 30, 2019 | ||
State of Incorporation | NV | |
Black Ridge Oil and Gas, Inc. | ||
State of Incorporation | NV | |
Black Ridge Acqusition Corp. | ||
State of Incorporation | DE | [1] |
[1] | Wholly-owned subsidiary through October 10, 2017, the date of BRAC's IPO, after which it was consolidated as a variable interest entity through August 9, 2019, the date of BRAC's business combination. BRAC was renamed Allied Esports Entertainment, Inc. ("AESE") on the date of its business combination and all references to the surviving entity following the business combination are hereafter referred to as such. |
2. Basis of Presentation and _5
2. Basis of Presentation and Significant Accounting Policies (Details - Basic and Diluted Loss Per Share) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Weighted average common shares outstanding - basic | 479,844,900 | 479,821,911 | 479,844,900 | 479,807,318 |
Plus potentially diluted common shares, Stocks and Warrants | 245,019 | 221,053 | 273,929 | 237,953 |
Weighted average common shares outstanding - fully diluted | 480,089,919 | 480,042,964 | 480,118,829 | 480,045,271 |
2. Basis of Presentation and _6
2. Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash equivalents | $ 0 | $ 0 | $ 2,312 | ||
Cash Uninsured Amount in Federal Deposit Insurance Corporation | $ 0 | 0 | 1,119,770 | ||
Depreciation expense | 754 | $ 7,650 | |||
Share based compensation | $ 83,705 | $ 244,664 | |||
Stock excluded from calculation of diluted EPS | 10,646,500 | 10,835,300 | 10,646,500 | 10,835,300 | |
Cash [Member] | |||||
Assets held in trust | $ 0 | $ 0 | 2,312 | ||
Marketable Securities [Member] | |||||
Assets held in trust | $ 141,304,995 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 64,613 | $ 1,503,500 | $ 2,138,678 | $ 1,477,089 |
Working capital | $ (2,620,633) |
5. BRAC's IPO, Consolidation _2
5. BRAC's IPO, Consolidation of BRAC and Non-controlling Interest (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Management services income | $ 153,279 | $ 153,279 | ||
Gain on deconsolidation | $ 26,322,687 | $ 0 | $ 26,322,687 | $ 0 |
BRAC [Member] | Ourgame [Member] | ||||
Investment shares transferred | 600,000 |
6. Prepaid Expenses (Details)
6. Prepaid Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance costs | $ 12,156 | $ 17,501 |
Prepaid employee benefits | 500 | 11,865 |
Prepaid office and other costs | 12,166 | 13,319 |
Total prepaid expenses | $ 24,822 | $ 42,685 |
7. Property and Equipment (Deta
7. Property and Equipment (Details-Property and equipment) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment: | ||
Property and equipment | $ 128,965 | $ 128,156 |
Less: Accumulated depreciation and amortization | (127,685) | (126,931) |
Total property and equipment, net | $ 1,280 | $ 1,225 |
7. Property and Equipment (De_2
7. Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property and equipment: | ||
Depreciation expense | $ 754 | $ 7,650 |
8. Investments in Allied Espo_2
8. Investments in Allied Esports Entertainment, Inc. (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Aug. 09, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Compensation expense | $ 2,809,033 | $ 2,809,033 | ||||
Deferred compensation | 2,809,033 | 2,809,033 | $ 0 | |||
Gain on investment | 2,094,690 | $ 0 | 2,094,690 | $ 0 | ||
Merger incentive expense | $ 5,874,000 | $ 0 | $ 5,874,000 | $ 0 | ||
AESE [Member] | ||||||
Investment shares owned | 2,685,000 | 2,685,000 | 2,685,000 | |||
Investment shares owned, fair value | $ 14,045,165 | $ 11,950,475 | $ 14,045,165 | |||
Gain on investment | $ 2,094,690 | |||||
Shares transferred for merger | 1,320,000 | |||||
Merger incentive expense | $ 5,874,000 | |||||
AESE [Member] | Committed Shares [Member] | ||||||
Investment shares owned | 537,100 | 537,100 | 537,100 |
9. Related Party Transactions_2
9. Related Party Transactions (Details-AESE Shares Owned by the Company Granted to the Grantee) - shares | Sep. 30, 2019 | Aug. 09, 2019 | Oct. 04, 2017 |
AESE [Member] | |||
Investment shares owned | 2,685,000 | 2,685,000 | |
AESE [Member] | Committed Shares [Member] | |||
Investment shares owned | 537,100 | 537,100 | |
Mr. Bradley Berman [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 1.60% | ||
Mr. Lyle Berman [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 1.60% | ||
Mr. Benjamin Oehler [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 1.60% | ||
Mr. Joe Lahti [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 1.60% | ||
Mr. Kenneth DeCubellis [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 4.00% | ||
Mr. Michael Eisele [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 2.80% | ||
Mr. James Moe [Member] | |||
Percentage of AESE Shares Owned by the Company to be Granted to the Grantee | 2.10% |
9. Related Party Transactions_3
9. Related Party Transactions (Details Narrative) | 7 Months Ended |
Aug. 09, 2019USD ($)shares | |
AESE [Member] | |
Convertible note receivable issued | $ | $ 750,000 |
Note converted, amount converted | $ | $ 600,000 |
Note converted, shares received | 66,000 |
Note converted, warrants received | 60,000 |
Proceeds from repayment of note receivable | $ | $ 150,000 |
Purchase Agreements [Member] | BRAC [Member] | Mr. Berman [Member] | |
Investment shares transferred | 120,000 |
Purchase Agreements [Member] | BRAC [Member] | Mr. Goldfarb [Member] | |
Investment shares transferred | 80,000 |
10. Fair Value of Financial I_3
10. Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Assets | ||
Restricted cash and investments held in trust | $ 0 | $ 141,307,307 |
Cash and cash equivalents | 64,613 | 1,503,500 |
Investment in Allied Esports Entertainment, Inc. | 14,045,165 | |
Total assets | 14,109,778 | 142,810,807 |
Liabilities | ||
Total Liabilities | 0 | 0 |
Total Assets and Liablilties | 14,109,778 | 142,810,807 |
Level 2 [Member] | ||
Assets | ||
Restricted cash and investments held in trust | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Total Liabilities | 0 | 0 |
Total Assets and Liablilties | 0 | 0 |
Level 3 [Member] | ||
Assets | ||
Restricted cash and investments held in trust | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Total Liabilities | 0 | 0 |
Total Assets and Liablilties | $ 0 | $ 0 |
11. Stockholders' Equity (Detai
11. Stockholders' Equity (Details Narrative) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 479,844,900 | 479,844,900 |
12. Options (Details Narrative)
12. Options (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share based compensation | $ 83,705 | $ 244,664 |
Stock Options [Member] | ||
Options Granted | 0 | 0 |
Share based compensation | $ 83,705 | $ 244,664 |
Unamortized share based compensation | $ 44,079 | |
Options exercised | 0 | 0 |
Options forfeited | 137,000 | 22,000 |
13. Warrants (Details Narrative
13. Warrants (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 26, 2017 | |
Proceeds from warrants exercised | $ 0 | $ 450 | |
Warrants [Member] | |||
Warrants Exercised | 0 | 45,000 | |
Backstop Agreement [Member] | Warrants [Member] | |||
Warrants issued | 435,000 | ||
Warrants Outstanding | 390,000 | ||
Warrants issued fair value | $ 10,135 | ||
Expected volatility rate | 388.00% | ||
Risk-free interest rate | 1.89% | ||
Expected life | 5 years |
14. Income Taxes (Details Narra
14. Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Net deferred tax assets | $ 4,359,663 | $ 4,359,663 | ||
Valuation allowance | 4,359,663 | 4,359,663 | ||
Deferred tax liability | 0 | 0 | ||
Tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
17. Explanation of our Restat_3
17. Explanation of our Restatement (Details - Balance Sheet) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 64,613 | $ 1,503,500 | $ 2,138,678 | $ 1,477,089 | ||
Receivable from Allied Esports Entertainment, Inc. | 181,211 | 0 | ||||
Prepaid expenses | 24,822 | 42,685 | ||||
Total current assets | 270,646 | 1,557,448 | ||||
Property and equipment | 128,965 | 128,156 | ||||
Less accumulated depreciation | (127,685) | (126,931) | ||||
Total property and equipment, net | 1,280 | 1,225 | ||||
Investment in Allied Esports Entertainment, Inc. | 14,045,165 | 0 | ||||
Total assets | 14,317,091 | 142,865,980 | ||||
Accounts payable | 48,419 | 31,938 | ||||
Accrued expenses | 33,827 | 5,691 | ||||
Deferred Compensation | 2,809,033 | 0 | ||||
Total current liabilities | 2,891,279 | 659,351 | ||||
Long term liabilities | 0 | 0 | ||||
Total liabilities | 2,891,279 | 659,351 | ||||
Commitments and contingencies | ||||||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | 0 | ||||
Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding | 479,845 | 479,845 | ||||
Additional paid-in capital | 36,559,437 | 36,475,732 | ||||
Accumulated other comprehensive income | 0 | |||||
Accumulated deficit | (25,613,470) | (35,487,902) | ||||
Total stockholders' equity | 11,425,812 | $ 222,469 | 1,467,675 | $ 2,184,054 | $ 502,668 | $ 1,500,509 |
Total liabilities, redeemable non-controlling interest and stockholders' equity | 14,317,091 | 142,865,980 | ||||
Scenario Previously Reported [Member] | ||||||
Cash and cash equivalents | 64,613 | 1,503,500 | ||||
Receivable from Allied Esports Entertainment, Inc. | 181,211 | |||||
Prepaid expenses | 24,822 | |||||
Total current assets | 270,646 | |||||
Property and equipment | 128,965 | |||||
Less accumulated depreciation | (127,685) | |||||
Total property and equipment, net | 1,280 | |||||
Investment in Allied Esports Entertainment, Inc. | 14,045,165 | |||||
Total assets | 14,317,091 | |||||
Accounts payable | 48,419 | |||||
Accrued expenses | 33,827 | |||||
Deferred Compensation | 2,809,033 | |||||
Total current liabilities | 2,891,279 | |||||
Long term liabilities | 0 | |||||
Total liabilities | 2,891,279 | |||||
Commitments and contingencies | ||||||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | |||||
Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding | 479,845 | |||||
Additional paid-in capital | 36,559,437 | |||||
Accumulated other comprehensive income | 2,094,690 | |||||
Accumulated deficit | (27,708,160) | |||||
Total stockholders' equity | 11,425,812 | |||||
Total liabilities, redeemable non-controlling interest and stockholders' equity | 14,317,091 | |||||
Restatement Adjustment [Member] | ||||||
Cash and cash equivalents | 0 | $ 0 | ||||
Receivable from Allied Esports Entertainment, Inc. | 0 | |||||
Prepaid expenses | 0 | |||||
Total current assets | 0 | |||||
Property and equipment | 0 | |||||
Less accumulated depreciation | 0 | |||||
Total property and equipment, net | 0 | |||||
Investment in Allied Esports Entertainment, Inc. | 0 | |||||
Total assets | 0 | |||||
Accounts payable | 0 | |||||
Accrued expenses | 0 | |||||
Deferred Compensation | 0 | |||||
Total current liabilities | 0 | |||||
Long term liabilities | 0 | |||||
Total liabilities | 0 | |||||
Commitments and contingencies | ||||||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | |||||
Common stock, $0.001 par value, 500,000,000 shares authorized, 479,844,900 shares issued and outstanding | 0 | |||||
Additional paid-in capital | 0 | |||||
Accumulated other comprehensive income | (2,094,690) | |||||
Accumulated deficit | 2,094,690 | |||||
Total stockholders' equity | 0 | |||||
Total liabilities, redeemable non-controlling interest and stockholders' equity | $ 0 |
17. Explanation of our Restat_4
17. Explanation of our Restatement (Details - Statement of Operations) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenues | $ 153,279 | $ 0 | $ 153,279 | $ 0 |
Salaries and benefits | 279,621 | 285,839 | 910,191 | 914,166 |
Stock-based compensation and deferred compensation | 2,836,920 | 77,901 | 2,892,738 | 244,664 |
Professional services | 40,287 | 39,348 | 79,978 | 80,001 |
Other general and administrative expenses | 69,157 | 58,289 | 185,035 | 194,530 |
Total general and administrative expenses | 3,225,985 | 461,377 | 4,067,942 | 1,433,361 |
Depreciation and amortization | 131 | 2,535 | 754 | 7,650 |
Total operating expenses | 3,226,116 | 463,912 | 4,068,696 | 1,441,011 |
Net operating loss | (3,072,837) | (463,912) | (3,915,417) | (1,441,011) |
Gain on deconsolidation of subsidiary | 20,448,687 | 20,448,687 | ||
Other income | 0 | 200 | 51 | 940 |
Gain on investment in Allied Esports Entertainment, Inc. | 2,094,690 | 0 | 2,094,690 | 0 |
Total other income (expense) | 22,543,377 | 2,137,700 | 22,543,428 | 2,138,440 |
Net profit before provision for income taxes | 19,470,540 | 1,673,788 | 18,628,011 | 697,429 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net profit from continuing operations, net of tax | 19,470,540 | 1,673,788 | 18,628,011 | 697,429 |
Net profit (loss) from discontinued operations | (8,152,165) | 442,487 | (7,421,050) | 1,078,489 |
Net profit before non-controlling interest | 11,318,375 | 2,116,275 | 11,206,961 | 1,775,918 |
Less net profit attributable to redeemable non-controlling interest | (142,919) | (513,240) | (1,332,529) | (1,337,487) |
Net income attributable to Black Ridge Oil & Gas, Inc. | 11,175,456 | $ 1,603,035 | 9,874,432 | $ 438,431 |
Unrealized gain on investments | 0 | 0 | ||
Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. | $ 0 | $ 0 | ||
Weighted average common shares outstanding - basic | 479,844,900 | 479,821,911 | 479,844,900 | 479,807,318 |
Weighted average common shares outstanding - fully diluted | 480,089,919 | 480,042,964 | 480,118,829 | 480,045,271 |
Net income per common share - basic | $ 0.02 | $ 0 | $ 0.02 | $ 0 |
Net income per common share - fully diluted | $ 0.02 | $ 0 | $ 0.02 | $ 0 |
Management Fee Income [Member] | ||||
Total revenues | $ 153,279 | $ 0 | $ 153,279 | $ 0 |
Scenario Previously Reported [Member] | ||||
Total revenues | 153,279 | 153,279 | ||
Salaries and benefits | 279,621 | 910,191 | ||
Stock-based compensation and deferred compensation | 2,836,920 | 2,892,738 | ||
Professional services | 40,287 | 79,978 | ||
Other general and administrative expenses | 69,157 | 185,035 | ||
Total general and administrative expenses | 3,225,985 | 4,067,942 | ||
Depreciation and amortization | 131 | 754 | ||
Total operating expenses | 3,226,116 | 4,068,696 | ||
Net operating loss | (3,072,837) | (3,915,417) | ||
Gain on deconsolidation of subsidiary | 20,448,687 | 20,448,687 | ||
Other income | 51 | |||
Gain on investment in Allied Esports Entertainment, Inc. | 0 | 0 | ||
Total other income (expense) | 20,448,687 | 20,448,738 | ||
Net profit before provision for income taxes | 17,375,850 | 16,533,321 | ||
Provision for income taxes | 0 | 0 | ||
Net profit from continuing operations, net of tax | 17,375,850 | 16,533,321 | ||
Net profit (loss) from discontinued operations | (8,152,165) | (7,421,050) | ||
Net profit before non-controlling interest | 9,223,685 | 9,112,271 | ||
Less net profit attributable to redeemable non-controlling interest | (142,919) | (1,332,529) | ||
Net income attributable to Black Ridge Oil & Gas, Inc. | 9,080,766 | 7,779,742 | ||
Unrealized gain on investments | 2,094,690 | 2,094,690 | ||
Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. | $ 11,175,456 | $ 9,874,432 | ||
Weighted average common shares outstanding - basic | 479,844,900 | 479,844,900 | ||
Weighted average common shares outstanding - fully diluted | 480,089,919 | 480,118,829 | ||
Net income per common share - basic | $ 0.02 | $ 0.02 | ||
Net income per common share - fully diluted | $ 0.02 | $ 0.02 | ||
Scenario Previously Reported [Member] | Management Fee Income [Member] | ||||
Total revenues | $ 153,279 | $ 153,279 | ||
Restatement Adjustment [Member] | ||||
Total revenues | 0 | 0 | ||
Salaries and benefits | 0 | 0 | ||
Stock-based compensation and deferred compensation | 0 | 0 | ||
Professional services | 0 | 0 | ||
Other general and administrative expenses | 0 | 0 | ||
Total general and administrative expenses | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Total operating expenses | 0 | 0 | ||
Net operating loss | 0 | 0 | ||
Gain on deconsolidation of subsidiary | 0 | 0 | ||
Other income | 0 | |||
Gain on investment in Allied Esports Entertainment, Inc. | 2,094,690 | 2,094,690 | ||
Total other income (expense) | 2,094,690 | 2,094,690 | ||
Net profit before provision for income taxes | 2,094,690 | 2,094,690 | ||
Provision for income taxes | 0 | 0 | ||
Net profit from continuing operations, net of tax | 2,094,690 | 2,094,690 | ||
Net profit (loss) from discontinued operations | 0 | 0 | ||
Net profit before non-controlling interest | 2,094,690 | 2,094,690 | ||
Less net profit attributable to redeemable non-controlling interest | 0 | 0 | ||
Net income attributable to Black Ridge Oil & Gas, Inc. | 2,094,690 | 2,094,690 | ||
Unrealized gain on investments | (2,094,690) | (2,094,690) | ||
Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. | $ (11,175,456) | (9,874,432) | ||
Net income per common share - basic | $ 0 | |||
Net income per common share - fully diluted | $ 0 | |||
Restatement Adjustment [Member] | Management Fee Income [Member] | ||||
Total revenues | $ 0 | $ 0 |
17. Explanation of our Restat_5
17. Explanation of our Restatement (Details - Statements of Cash Flows) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income attributable to Black Ridge Oil & Gas, Inc. | $ 11,175,456 | $ 1,603,035 | $ 9,874,432 | $ 438,431 |
Net loss from discontinued operations | 8,152,165 | (442,487) | 7,421,050 | (1,078,489) |
Net income attributable to redeemable non-controlling interest | 142,919 | 513,240 | 1,332,529 | 1,337,487 |
Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: | ||||
Gain on deconsolidation of subsidiary | (26,322,687) | 0 | (26,322,687) | 0 |
Merger incentive expense | 5,874,000 | 0 | 5,874,000 | 0 |
Depreciation and amortization | 131 | 2,535 | 754 | 7,650 |
Gain on investment in Allied Esports Entertainment, Inc. | (2,094,690) | 0 | (2,094,690) | 0 |
Amortization of stock options | 83,705 | 244,664 | ||
Deferred compensation | 2,809,033 | 0 | ||
Decrease (increase) in current assets: | ||||
Accounts receivable | 13 | 1,611 | ||
Accounts receivable, related party | (181,211) | 0 | ||
Prepaid expenses | 17,863 | (9,417) | ||
Increase (decrease) in current liabilities: | ||||
Accounts payable | 16,481 | (15,486) | ||
Accrued expenses | 28,136 | 12,074 | ||
Net cash provided by (used in) operating activities of continuing operations | (1,140,592) | 938,525 | ||
Net cash used in operating activities of discontinued operations | (8,618,568) | (465,159) | ||
Net cash provided by (used in) operating activities | (9,759,160) | 473,366 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash disposed in deconsolidation | (9,991,684) | 0 | ||
Purchase of property and equipment | (809) | 0 | ||
Net cash used in investing activities of continuing operations | (9,992,493) | 0 | ||
Net cash provided by investing activities of discontinued operations | 16,880,792 | 187,773 | ||
Net cash provided by investing activities | 6,888,299 | 187,773 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net cash provided by financing activities from continuing operations | 0 | 450 | ||
Net cash provided by financing activities from discontinued operations | 1,431,974 | 0 | ||
Net cash provided by financing activities from continuing operations | 1,431,974 | 450 | ||
NET CHANGE IN CASH | (1,438,887) | 661,589 | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,503,500 | 1,477,089 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 64,613 | $ 2,138,678 | 64,613 | 2,138,678 |
SUPPLEMENTAL INFORMATION: | ||||
Interest paid | 0 | 0 | ||
Income taxes paid | 751,630 | 148,489 | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Unrealized gain on investment in AESE | 0 | |||
Recognition of subsidiary equity upon deconsolidation | 8,498,212 | 0 | ||
BRAC Redemptions of redeemable preferred stock from trust account | 126,205,985 | 0 | ||
BRAC redeemable preferred stock transferred to equity | 15,865,798 | 0 | ||
BRAC stock issued in merger | 51,632,255 | 0 | ||
BRAC stock issued to settle intercompany debt | 19,300,000 | 0 | ||
BRAC loan and accrued interest assumed to settle intercompany debt | 10,992,877 | 0 | ||
BRAC stock issued to settle liabilities | 5,917,500 | $ 0 | ||
Scenario Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income attributable to Black Ridge Oil & Gas, Inc. | 9,080,766 | 7,779,742 | ||
Net loss from discontinued operations | 8,152,165 | 7,421,050 | ||
Net income attributable to redeemable non-controlling interest | 142,919 | 1,332,529 | ||
Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: | ||||
Gain on deconsolidation of subsidiary | (26,322,687) | |||
Merger incentive expense | 5,874,000 | |||
Depreciation and amortization | 131 | 754 | ||
Gain on investment in Allied Esports Entertainment, Inc. | 0 | 0 | ||
Amortization of stock options | 83,705 | |||
Deferred compensation | 2,809,033 | |||
Decrease (increase) in current assets: | ||||
Accounts receivable | 13 | |||
Accounts receivable, related party | (181,211) | |||
Prepaid expenses | 17,863 | |||
Increase (decrease) in current liabilities: | ||||
Accounts payable | 16,481 | |||
Accrued expenses | 28,136 | |||
Net cash provided by (used in) operating activities of continuing operations | (1,140,592) | |||
Net cash used in operating activities of discontinued operations | (8,618,568) | |||
Net cash provided by (used in) operating activities | (9,759,160) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash disposed in deconsolidation | (9,991,684) | |||
Purchase of property and equipment | (809) | |||
Net cash used in investing activities of continuing operations | (9,992,493) | |||
Net cash provided by investing activities of discontinued operations | 16,880,792 | |||
Net cash provided by investing activities | 6,888,299 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net cash provided by financing activities from continuing operations | 0 | |||
Net cash provided by financing activities from discontinued operations | 1,431,974 | |||
Net cash provided by financing activities from continuing operations | 1,431,974 | |||
NET CHANGE IN CASH | (1,438,887) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,503,500 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 64,613 | 64,613 | ||
SUPPLEMENTAL INFORMATION: | ||||
Interest paid | 0 | |||
Income taxes paid | 751,630 | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Unrealized gain on investment in AESE | 2,094,690 | |||
Recognition of subsidiary equity upon deconsolidation | 8,498,212 | |||
BRAC Redemptions of redeemable preferred stock from trust account | 126,205,985 | |||
BRAC redeemable preferred stock transferred to equity | 15,865,798 | |||
BRAC stock issued in merger | 51,632,255 | |||
BRAC stock issued to settle intercompany debt | 19,300,000 | |||
BRAC loan and accrued interest assumed to settle intercompany debt | 10,992,877 | |||
BRAC stock issued to settle liabilities | 5,917,500 | |||
Restatement Adjustment [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income attributable to Black Ridge Oil & Gas, Inc. | 2,094,690 | 2,094,690 | ||
Net loss from discontinued operations | 0 | 0 | ||
Net income attributable to redeemable non-controlling interest | 0 | 0 | ||
Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: | ||||
Gain on deconsolidation of subsidiary | 0 | |||
Merger incentive expense | 0 | |||
Depreciation and amortization | 0 | 0 | ||
Gain on investment in Allied Esports Entertainment, Inc. | (2,094,690) | (2,094,690) | ||
Amortization of stock options | 0 | |||
Deferred compensation | 0 | |||
Decrease (increase) in current assets: | ||||
Accounts receivable | 0 | |||
Accounts receivable, related party | 0 | |||
Prepaid expenses | 0 | |||
Increase (decrease) in current liabilities: | ||||
Accounts payable | 0 | |||
Accrued expenses | 0 | |||
Net cash provided by (used in) operating activities of continuing operations | 0 | |||
Net cash used in operating activities of discontinued operations | 0 | |||
Net cash provided by (used in) operating activities | 0 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash disposed in deconsolidation | 0 | |||
Purchase of property and equipment | 0 | |||
Net cash used in investing activities of continuing operations | 0 | |||
Net cash provided by investing activities of discontinued operations | 0 | |||
Net cash provided by investing activities | 0 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net cash provided by financing activities from continuing operations | 0 | |||
Net cash provided by financing activities from discontinued operations | 0 | |||
Net cash provided by financing activities from continuing operations | 0 | |||
NET CHANGE IN CASH | 0 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 0 | 0 | ||
SUPPLEMENTAL INFORMATION: | ||||
Interest paid | 0 | |||
Income taxes paid | 0 | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Unrealized gain on investment in AESE | (2,094,690) | |||
Recognition of subsidiary equity upon deconsolidation | 0 | |||
BRAC Redemptions of redeemable preferred stock from trust account | 0 | |||
BRAC redeemable preferred stock transferred to equity | 0 | |||
BRAC stock issued in merger | 0 | |||
BRAC stock issued to settle intercompany debt | 0 | |||
BRAC loan and accrued interest assumed to settle intercompany debt | 0 | |||
BRAC stock issued to settle liabilities | $ 0 |