SecProbe.io

December 30 , 2014

Via U.S. Mail
James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka , Minnesota 55305

Re: Black Ridge Oil & Gas, Inc.
Annual Report on Form 10 -K
 Filed March 27 , 2014
 File No. 0-53952

Dear Mr. Moe:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Properties,  page 24

Productive Oil Wells, page 26

1. Please expand your disclosure to include the number of net productive and dry
development wells drilled during the periods ending December 31, 2013 and
December  31, 2012 to comply with Item 1205(a)(2) of Regulation S-K.

Reserves, page 27

2. We note that you report a significant increase in the total net quantities of your
proved undeveloped reserves during the period ending December 31, 2013.
Please expand your disclosure to reconcile the overall change since the end  of the
prior year to identify and quantity the extent of the c hange attributable to material

James Moe
Black Ridge Oil & Gas, Inc.
December 30 , 2014
Page 2

 causes, such as revisions of previous estimates, improved recovery, extensions
and discoveries, purchases and sales, and qu antities converted to developed
during the period.  Plea se include details within an accompanying narrative to
further clarify the r easons for the changes for each  material  cause to comply with
Item 1203(b) of Regulation S -K.

3. Please comply with  Item 1203(c) of Regulation S -K, which requires d isclosure
about “investments and progress made during the year to convert proved
undeveloped reserves to proved developed reserves, including, but not limited to,
capital expenditures.”

4. We note your statement that you “...do not have any material amounts of proved
undeveloped reserves that have remained undevel oped for five years or more.”
Tell us the extent to which the proved undeveloped reserves disclosed a s of
December 31, 2013 are not expected to be developed within five years since your
initial disc losure of these reserves.  Given the general requirement to develop
proved undeveloped locations within five years of initially claiming the reserves
under Rule 4 -10(a)(31)(ii) of Regulation S -X, we would like to understand the
nature of any exceptions inh erent in your estimates.

If any of your proved undeveloped reserves will take more than five years to
develop since initial disclosure, please refer to question 131.03 in the Compliance
and Disclosure Interpretations (C&DIs), and advise us  the circumstan ces  that
you believe justify a period longer than five years.  You may find the C&DIs on
our website at the following address:
http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm.

Financial Statements

Supplemental Oil and Gas Information (Unaudited), page F -30

Oil and Natural Gas Reserve Data, page F -31

5. Please expand your disclosure regarding changes in proved reserves for the
periods  ending December 31, 2012 and 2013 to provide an explanation for
significant changes  reflected in each line item within your reconciliation, other
than production, to comply  with FASB ASC paragraph 932 -235-50-5.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the fil ing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy a nd adequacy of the disclosures they have made.

James Moe
Black Ridge Oil & Gas, Inc.
December 30 , 2014
Page 3

  In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comm ents or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

For questions regarding comments on engineering matters, you may contact John
Hodgin , Petroleum Engineer, at (202) 551 -3699 .You may contact Mark Wojciechowski ,
Staff Accountant, at (202) 551 -3759 or Karl Hiller , Branch Chief , at (202) 551 -3686 if
you have questions regarding comments on the financial statements and related matters.
Please contact P arhaum J. Hamidi , Staff Attorney,  at (202) 551 -3421 or, in his absence,
Timothy S. Levenberg , Special Counsel , at (202) 551 -3707 with any other questions.

Sincerely,

 Karl Hiller for

 H. Roger Schwall
Assistant Director