8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 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) April 23, 2007

NORTHERN OIL AND GAS, INC.

(Name of small business issuer in its charter)

Nevada	000-30955	87-0645378
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 Lake Street West, Suite 300 Wayzata, MN	55391
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 476-9800

Copies of Communications to:

Best & Flanagan LLP

Attention: Ross C. Formell

225 South Sixth Street, Suite 4000

Minneapolis, Minnesota 55402

(612) 339-7121

Fax (612) 339-5897

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 CFR 230.425)

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

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

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

SECTION 7 - REGULATION FD

Item 7.01 - Regulation FD Disclosure

Registrant is disclosing the quarterly financial information attached as Exhibit 99.1 at the Independent Petroleum Association of America Oil and Gas Investment Symposium in New York on Monday, April 23, 2007.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 - Financial Statements and Exhibits

Exhibit 99.1 - Certain Financial Information for the quarter ended March 31, 2007.

Exhibit Number	Description
99.1	Certain Financial Information for the quarter ended March 31, 2007

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SIGNATURE PAGE FOLLOWS]

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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.

NORTHERN OIL AND GAS, INC.
By:	/s/ Michael Reger
	Michael Reger, Chief Executive Officer

Date: April 23, 2007

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EX-99.1

EXHIBIT 99.1

NORTHERN OIL AND GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

MARCH 31, 2007

(UNAUDITED)

ASSETS

Cash and Cash Equivalents	$	924,148
Prepaid Expenses		62,528
Total Current Assets		986,676
PROPERTY AND EQUIPMENT
Oil and Natural Gas Properties - Unproved, Using Full Cost Accounting:
Leasehold Interest - Montana		1,245,000
Leasehold Interest - North Dakota		556,493
Total Oil and Natural Gas Properties - Unproved		1,801,493
Office Equipment and Furniture, Net		8,412
Total Property and Equipment, Net		1,809,905
Total Assets	$	2,796,581
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	21,202
Total Current Liabilities		21,202
LONG-TERM LIABILITIES		-
Total Liabilities		21,202
STOCKHOLDERS' EQUITY
Preferred Stock, Par Value $.0001; 100,000 Authorized, 0 Outstanding		-
Common Stock, Par Value $.0001; 100,000,000 Authorized, 22,664,123 Outstanding		22,060
Additional Paid-in Capital		3,105,970
Deficit Accumulated during Development Stage		(352,651	)
Total Stockholders' Equity		2,775,379
Total Liabilities and Stockholders' Equity	$	2,796,581

NORTHERN OIL AND GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND

FOR THE PERIOD FROM INCEPTION (OCTOBER 5, 2006) THROUGH MARCH 31, 2007

(UNAUDITED)

				From
				Inception on
				October 5,
	Three Months			2006
	Ended			Through
	March 31,			March 31,
	2007			2007
REVENUES	$	-		$	-
EXPENSES
Share - Based Compensation Expense		216,986			255,561
General and Administrative Expense		69,691			107,490
Total Expenses		286,677			363,051
LOSS FROM OPERATIONS		(286,677	)		(363,051	)
OTHER INCOME		10,133			10,400
LOSS BEFORE INCOME TAXES		(276,544	)		(352,651	)
INCOME TAX PROVISION (BENEFIT)		-			-
NET LOSS	$	(276,544	)	$	(352,651	)
Net Loss Per Common Share - Basic and Diluted	$	(0.01	)	$	(0.02	)
Weighted Average Shares Outstanding - Basic and Diluted		20,196,836			19,110,760

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NORTHERN OIL AND GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (OCTOBER 5, 2006) THROUGH MARCH 31, 2007

(UNAUDITED)

											Accumulated
											Deficit			Total
					Additional			Stock			During			Stockholders'
	Common Stock				Paid-in			Subscription			Development			Equity
	Shares		Amount		Capital			Receivable			Stage			(Deficit)
Balance at Inception (October 5, 2006)		-	$	-	$	-		$	-		$	-		$	-
Common Stock Issued		18,000,000		1,800		-			(1,400	)		-			400
Compensation Related Stock Option Grants		-		-		38,575			-			-			38,575
Net Income (Loss)		-		-		-			-			(76,107	)		(76,107	)
Balance - December 31, 2006		18,000,000		1,800		38,575			(1,400	)		(76,107	)		(37,132	)
Payment on Stock Subscriptions Receivable		-		-		-			1,400			-			1,400
Sale of 2,501,573 Common Shares for $1.05 Per Share		2,501,573		250		2,626,402			-			-			2,626,652
Private Placement Costs		-		-		(9,933	)		-			-			(9,933	)
Issued 400,000 Common Shares to Montana Oil and
Gas, Inc. for Leasehold Interest		400,000		40		419,960			-			-			420,000
Issued 271,440 Shares to Southfork Exploration, LLC
for Leasehold Interest		271,440		27		284,985			-			-			285,012
Balance Immediately Prior to Reverse Acquisition
of Kentex		21,173,013		2,117		3,359,989			-			(76,107	)		3,285,999
Reverse Acquisition of Kentex:
Recapitalization of NOG with Kentex Common
Stock Issued in the Acquisition (Par Value
Changed to $.001 Per Share)		-		18,452		(18,452	)		-			-			-
Acquisition of Kentex		1,491,110		1,491		(1,491	)		-			-			-
Legal Fees		-		-		(25,000	)		-			-			(25,000	)
Introduction Fee		-		-		(12,500	)		-			-			(12,500	)
Payment to Kentex Stockholders		-		-		(377,500	)		-			-			(377,500	)
Other Professional Fees		-		-		(36,062	)		-			-			(36,062	)
Totals of Reverse Acquisition		1,491,110		19,943		(471,005	)		-			-			(451,062	)

Balance Immediately After Reverse Acquisition
of Kentex	22,664,123		22,060		2,888,984		-		(76,107	)		2,834,937
Compensation Related Stock Option Grants	-		-		216,986		-		-			216,986
Net Income (Loss)	-		-		-		-		(276,544	)		(276,544	)
Balance - March 31, 2007	22,664,123	$	22,060	$	3,105,970	$	-	$	(352,651	)	$	2,775,379

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NORTHERN OIL AND GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND

FOR THE PERIOD FROM INCEPTION (OCTOBER 5, 2006) THROUGH MARCH 31, 2007

(UNAUDITED)

				From
				Inception on
				October 5,
	Three Months			2006
	Ended			Through
	March 31,			March 31,
	2007			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(276,544	)	$	(352,651	)
Adjustments to Reconcile Net Loss to Net Cash Used for Operating Activities:
Depreciation		260			260
Share - Based Compensation Expense		216,986			255,561
Increase in Prepaid Expenses		(61,528	)		(62,528	)
Increase in Accounts Payable		21,202			21,202
Net Cash Used For Operating Activities		(99,624	)		(138,156	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Office Equipment and Furniture		(8,672	)		(8,672	)
Acquisition of Leasehold Interests in Oil and Gas Properties		(841,481	)		(1,096,481	)
Net Cash Used For Investing Activities		(850,153	)		(1,105,153	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of Convertible Notes Payable (Related Party)		(165,000	)		-
Proceeds from the Issuance of Common Stock - Net of Issuance Costs		1,188,990			2,167,457
Net Cash Provided by Financing Activities		1,023,990			2,167,457
NET INCREASE IN CASH AND CASH EQUIVALENTS		74,213			924,148
CASH AND CASH EQUIVALENTS - BEGINNING		849,935			-
CASH AND CASH EQUIVALENTS - ENDING	$	924,148		$	924,148
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

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