UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

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

 

  

Date of Report (Date of earliest event reported): April 3, 2012

 

 

Black Ridge Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

 

 

000-53952   27-2345075
(Commission File Number)   (I.R.S. Employer Identification No.)

 

10275 Wayzata Boulevard, Suite 310, Minnetonka, Minnesota 55305
(Address of principal executive offices) (Zip Code)

 

(952) 426-1241

(Registrant’s telephone number, including area code)

 

ANTE5, INC.

(Former name, former address and former fiscal year, 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.

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
   
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
   
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
   
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective April 2, 2011, Ante5, Inc. changed its corporate name to Black Ridge Oil & Gas, Inc. The Company’s common stock will continue to trade on the OTCBB using the ticker symbol ANFC.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.3 Certificate of Ownership and Merger merging Black Ridge Oil & Gas, Inc. with and into its parent corporation, Ante 5, Inc.

 

 

SIGNATURES

 

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

 

 

 

BLACK RIDGE OIL & GAS, INC.

(Registrant)

 

Date: April 3, 2012

/s/ Ken DeCubellis, Chief Executive Officer

Ken DeCubellis, Chief Executive Officer

 

EXHIBIT 3.3

 

CERTIFICATE OF OWNERSHIP AND MERGER

 

Merging

 

BLACK RIDGE OIL & GAS, INC.

(a Delaware corporation)

 

with and into

its parent corporation

 

ANTE5, INC.

(a Delaware corporation)

 

Pursuant to Section 253 of the General Corporation Law of Delaware

 

Ante5, Inc. (the “Company”) organized and existing under and by virtue of the General Corporation Law of Delaware (the “DGCL”), does hereby certify:

 

FIRST : That it was organized pursuant to the DGCL on April 9, 2010.

 

SECOND : That it owns all of the issued and outstanding shares of the capital stock of Black Ridge Oil & Gas, Inc. (“Black Ridge”), a corporation organized and existing under and by virtue of the DGCL.

 

THIRD : That its Board of Directors, by written resolutions in lieu of a meeting dated March 21, 2012, determined to merge Black Ridge with and into the Company and did adopt the following resolutions:

 

RESOLVED , that Black Ridge merge (the “Merger”) itself into the Company, with the Company being the surviving corporation (the “Surviving Corporation”);

 

RESOLVED , that the name of such Surviving Corporation shall be changed to “Black Ridge Oil & Gas, Inc.”;

 

RESOLVED , that the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company (each an “Authorized Officer”) be, and they each hereby are, authorized and directed to make and execute, a Certificate of Ownership and Merger pursuant to Section 253 of the DGCL, setting forth a copy of the resolution to merge Black Ridge with and into the Company and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware; and

 

RESOLVED , that the Authorized Officers of the Company be, and they hereby are, authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect the foregoing.

 

FOURTH: That Ante5, Inc. shall be the Surviving Corporation, and the name of such Surviving Corporation shall be changed to “Black Ridge Oil & Gas, Inc.”.

 

FIFTH: That the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation, amended only to the extent to change the name of the Company to “Black Ridge Oil & Gas, Inc.”.

 

 

[Remainder of page is blank.]

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IN WITNESS WHEREOF , the Company has caused this Certificate of Ownership and Merger to be signed effective as of the 2nd day of April, 2012.

 

  ANTE5, INC
   
  By: /s/ Joshua Wert               
   

Name: Joshua Wert

Title: Chief Operating Officer

 

 

 

 

 

 

 

 

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