make written or oral statements that are “forward-looking,” including statements contained in this Current Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty

Item 1.01 Entry into a Material Definitive Agreement.

(a) Effective as of March 7, 2007, the Company (“Kentex,” the “Company,” “we,” “our,” “us” and words of similar import) executed an Agreement and Plan of Merger (the “Merger Agreement” and the “Merger”) among Kentex; Kentex Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Kentex (“Merger Subsidiary”); Northern Oil and Gas, Inc., a Nevada corporation (“Northern Oil”); and the shareholders of Northern Oil (the “Northern Oil Shareholders”). Pursuant to the Merger Agreement, the Merger Subsidiary will be merged with and into Northern Oil with Northern Oil being the surviving corporation and becoming a wholly-owned subsidiary of Kentex. The Merger will become effective at the time such filing is made or, if agreed to by Kentex and Northern Oil, such later time or date set forth in the Articles of Merger (the “Effective Time”). Capitalized terms shall have the meaning ascribed to them in the Merger Agreement unless indicated otherwise herein.

1.           Each of the shares of common stock of Northern Oil issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one (1) share of Kentex or an aggregate of 21,173,013 shares of common stock of Kentex, par value $0.001 per share (“Kentex Common Stock”), including shares issued pursuant to the Minimum Offering.

2.           All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of Northern Oil, amounting to 1,100,000 $1.05 options to acquire shares of Northern Oil common stock (collectively “Northern Oil’s Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested, shall remain outstanding following the Effective Time but shall be assumed by Kentex. Northern Oil’s Convertible Securities so assumed by Kentex shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Northern Oil Convertible Securities documents, but will be convertible into shares of Kentex Common Stock as described in the Northern Oil Disclosure Schedule.

3.           Except as expressly set forth herein, each share of any other equity interest of Northern Oil (other than Northern Oil common stock) will be canceled without payment of any consideration therefor and without any conversion thereof.

4.           Each share of common stock of Merger Subsidiary, par value $1.00 per share, issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.