8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 13, 2015

BLACK RIDGE OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53952	27-2345075
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

110 North 5th Street, Suite 410

Minneapolis, MN 55403

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:   (952) 426-1241

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01       Regulation FD Disclosure.

On August 15, 2016, Black Ridge Oil & Gas, Inc. (“Black Ridge”) updated the investor presentation that is posted on its website regarding its operations and business. The PowerPoint slide presentation regarding its operations and business is furnished as Exhibit 99.1.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.       Financial Statements and Exhibits.

(d) Exhibits

99.1          PowerPoint Slides (furnished)

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SIGNATURES

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

	BLACK RIDGE OIL & GAS, INC.
	By:	/s/ James Moe
		James Moe
		Chief Financial Officer
Date: August 15, 2016

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EX-99.1

Exhibit 99.1

August 2016 Update

Summary www.blackridgeoil.com 2  Closed debt restructuring agreement on June 21, 2016  Company focused on asset management business and partnering with investment sponsors to acquire oil and gas assets, energy loans and provide capital for oil and gas drilling / completion projects

New Black Ridge Structure www.blackridgeoil.com 3 Corporate Structure Black Ridge Oil & Gas, Inc. Merced Black Ridge, LLC Black Ridge Holding Company, LLC  Black Ridge Oil & Gas, Inc.  Remains a public company  Strategy shifts from asset owner to asset manager  Company is debt free with limited physical assets initially within Black Ridge  Company receives short term income from management fees from the various joint ventures (Black Ridge Holding Company, LLC initially; Merced Black Ridge, LLC and others as acquisitions are made)  Current management fee income is $2 Million per year  Long term equity value growth is achieved as asset values increase during the expected oil price recovery and from asset profits after partner capital and hurdles are met  Company maintains net operating loss carryforwards of $24 Million Restructured Black Ridge is debt free with significant upside potential via acquisitions of distressed assets Black Ridge shareholders own 100% Chambers owns 96.1% Black Ridge owns 3.9% (1) and participates in upside (1) Equity splits include additional $10MM Chambers investment at close, but do not include potential dilution from any additional Chambers capital commitments

Merced Black Ridge Partnership www.blackridgeoil.com 4 Transaction Structure New Acquisition Merced Black Ridge, LLC Black Ridge Affiliate of Merced Capital, L.P. Equity Capital Deal sourcing, Mgmt. services Management fee, Promote Co - invest 0% - 25% Working interest 75% - 100% Working interest  Merced Black Ridge, LLC formed July 2015  Merced provides equity capital  Capital used to acquire / develop non - operated assets in all US onshore basins  Black Ridge will source deals and manage day to day business  Black Ridge will receive management fee and participation in entity profits once investor hurdles are met  Strategic rationale for Black Ridge  Structure is non - dilutive to existing shareholders  Potential to achieve significant equity returns with its share of partnership profits  Option to co - invest in high return projects for up to 25% working interest (held directly in Black Ridge)  Creates a long - term partnership that is scalable and repeatable www.mercedcapital.com