Nevada
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95-3848122
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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Title
of Each Class
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Name
of Each Exchange On Which Registered
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Common
Stock, $0.001 par value
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American
Stock Exchange
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None
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(Title of
Class)
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Page
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Explanatory
Note
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2
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Part
II
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Item 9A(T).
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Controls
and Procedures
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2
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Part
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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3
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Signatures
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3
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1.
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Exhibits
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Date:
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April
21, 2008
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By:
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/s/
Michael Reger
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Michael
Reger
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||||
Chief
Executive Officer
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Signature
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Title
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Date
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||
/s/
Michael L. Reger
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Chief
Executive Officer, Director and Secretary
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April
21, 2008
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||
Michael
L. Reger
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||||
/s/
Ryan R. Gilbertson
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Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer, Director
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April
21, 2008
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||
Ryan
R. Gilbertson
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||||
/s/
Loren J. O’Toole
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Director
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April
21, 2008
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||
Loren
J. O’Toole
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||||
/s/
Carter Stewart
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Director
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April
21, 2008
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||
Carter
Stewart
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/s/
Jack King
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Director
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April
21, 2008
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||
Jack
King
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||||
/s/
Robert Grabb
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Director
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April
21, 2008
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||
Robert
Grabb
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||||
/s/
Lisa Bromiley Meier
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Director
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April
21, 2008
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||
Lisa
Bromiley Meier
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Exhibit
Number
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Description
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Reference
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31.1
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Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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Filed
herewith
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31.2
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Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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Filed
herewith
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32.1
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Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Filed
herewith
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1.
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I
have reviewed this annual report on Form 10-K of Northern Oil and Gas,
Inc. for the year ended December 31,
2007;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
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c)
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Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent
functions):
|
|
a)
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All
significant deficiencies and material weakness in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize
and report financial information;
and
|
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
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Dated: April
21, 2008
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By: /s/Michael L.
Reger
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Michael
L. Reger
Chief
Executive Officer
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1.
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I
have reviewed this annual report on Form 10-K of Northern Oil and Gas,
Inc. for the year ended December 31,
2007;
|
2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
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Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent
functions):
|
|
a)
|
All
significant deficiencies and material weakness in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize
and report financial information;
and
|
|
b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
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Dated: April
21, 2008
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By: /s/ Ryan R.
Gilbertson
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Ryan
R. Gilbertson
Chief
Financial Officer
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(1)
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The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Date:
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April
21, 2008
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By:
|
/s/
Michael L. Reger
|
|
Michael
L. Reger
Chief
Executive Officer and Director
|
Date:
|
April
21, 2008
|
By:
|
/s/
Ryan R. Gilbertson
|
|
Ryan
R. Gilbertson
Chief
Financial Officer and Director
|