Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(RULE
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) and
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment
No. )*
NORTHERN
OIL AND GAS, INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
665531
109
(CUSIP
Number)
Mill
City
Ventures, LP
Joseph
Anthony Geraci II
80
South
8th
Street,
Suite 900
Minneapolis,
MN 55402
Phone:
(612) 349-5235
With
a
copy to:
Paul
D.
Chestovich, Esq.
Maslon
Edelman Borman & Brand, LLP
90
South
7th
Street,
Suite 3300
Minneapolis,
MN 55402
Phone:
(612) 672-8200
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March
20,
2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
/ /.
Note:
Schedules filed in paper format shall include a signed original and
five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other
parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
(PAGE 1
OF 5 PAGES)
| CUSIP NO. 665531 109 |
13D
|
PAGE
2 OF 5
PAGES
|
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
| (ENTITIES ONLY) | |
|
|
Mill
City Ventures, LP
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(See
Instructions)
|
|
|
|
|
(a)
|
o
|
|
|
|
|
(b)
|
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
TO
ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Minnesota
|
|
7
|
SOLE
VOTING POWER
|
|
|
NUMBER
OF
|
||
|
2,480,000
|
||
|
SHARES
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
|
0
|
|
|
||
|
OWNED
BY EACH
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
REPORTING
|
||
|
2,480,000
|
||
|
PERSON
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
WITH
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,480,000
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
| CERTAIN SHARES (See Instructions) x | |
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
10.9%
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
PN
|
| CUSIP NO. 665531 109 |
13D
|
PAGE
3 OF 5
PAGES
|
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|
|
(ENTITIES
ONLY)
|
|
|
Joseph
Anthony Geraci II
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(See
Instructions)
|
|
|
|
|
(a)
|
o
|
|
|
|
|
(b)
|
o
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
PF
|
|
|
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
TO
ITEM 2(d) OR 2(e) o
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
|
7
|
SOLE
VOTING POWER
|
|
|
NUMBER
OF
|
||
|
3,255,000
|
||
|
SHARES
|
||
|
8
|
SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
905,000
|
|
|
|
||
|
OWNED
BY EACH
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
REPORTING
|
|
|
|
|
3,255,000
|
|
|
PERSON
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
WITH
|
905,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
4,160,000
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES (See Instructions) o
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
18.4%
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
IN
|
ITEM
1. SECURITY
AND ISSUER
This
statement relates to the common stock, of Northern Oil and Gas, Inc., a Nevada
corporation (the "Issuer"). The address of Issuer's principal executive offices
is 130 Lake Street West, Wayzata, MN 55391.
ITEM
2. IDENTITY AND
BACKGROUND
This
Schedule 13D is being filed by Mill City Ventures, LP (“Mill City”) and Joseph
Anthony Geraci, II. Mill City is a Minnesota limited partnership, whose general
partner is Mill City Advisors, LLC, a Minnesota limited liability company,
the
sole member of which is Joseph Anthony Geraci, II. The business address for
both
entities is 80 S. Eighth St., Suite 900, Minneapolis, MN 55402.
During
the last five years, Mr. Geraci has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
In
August
2003, the National Association of Securities Dealers, Inc. found that Mr. Geraci
had violated SEC Rule 10b-5 and NASD Conduct Rule 2100. As a result, he was
barred from association with any NASD member and paid $2,160.83 in hearing
costs.
Mill
City
Ventures, LP is a Minnesota limited partnership. Mr. Geraci is a citizen of
the
United States of America.
ITEM
3. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
shares of the Issuer were acquired as a result of the merger between the Issuer
(formerly known as Kentex Petroleum, Inc.) and pre-merger Northern Oil and
Gas,
Inc., a Nevada corporation. The shares of pre-merger Northern Oil and Gas,
Inc.
were acquired with the reporting person’s personal funds, and in the case of
Mill City, with the working capital of Mill City.
ITEM
4. PURPOSE OF
TRANSACTION
The
Reporting Persons have not formulated any definitive plans. However, they may
from time to time acquire, or dispose of, common stock and/or other securities
of the Company if and when they deem it appropriate. The Reporting Persons
may
formulate other purposes, plans or proposals relating to any of such securities
of the Company to the extent deemed advisable in light of market conditions,
investment policies and other factors. Except as indicated in this Statement,
the Reporting Persons have no current plans or pro
posals which would relate
to
or would result in any of the matters described in subparagraphs (a) through
(j)
of Item 4 of Schedule 13D.
ITEM
5. INTEREST
IN THE SECURITIES OF THE ISSUER
a.-
b.
Mr. Geraci may be deemed to beneficially own 4,160,000 shares of the Issuer’s
common stock. Mill City owns 2,480,000 shares. Mill City Advisors, LLC, a
Minnesota limited liability company and the general partner of Mill City, owns
250,000 shares. Isles Capital, LLC, a Minnesota limited liability company,
owns
250,000 shares. Mr. Geraci is the sole officer and member of Mill City Advisors,
LLC and Isles Capital, LLC and has sole voting and dispositive power over these
shares. In addition, Lantern Advisers, LLC, a Minnesota limited liability
company, owns 905,000 shares. Mr. Geraci shares voting and dispositive power
over these shares, as well.
According
to the most recently filed Quarterly report on Form 10-QSB of the Issuer, as
of
April 1, 2007, 22,664,123 shares of common stock were issued and outstanding.
Based on such report Mr. Geraci owns 18.4% of the outstanding common shares
of
the Issuer and Mill City Ventures, LP owns 10.9% of such outstanding
shares.
c. TRANSACTIONS
WITHIN THE LAST 60 DAYS
The
shares of the Issuer were acquired on March 20, 2007, as the result of the
merger between the Issuer (formerly known as Kentex Petroleum, Inc.) and
pre-merger Northern Oil and Gas, Inc., a Nevada corporation.
d. Not
applicable.
e. Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
None
ITEM
7. MATERIAL TO BE FILED AS
EXHIBITS
None
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Dated: May 24, 2007 |
Mill
City Ventures, LP
By:
Mill City Advisors, LLC
It’s
General Partner
/s/ Joseph A.
Geraci
By:
Joseph A. Geraci, II
Its:
Managing Member
|
|
| Dated: May 24, 2007 | ||
|
/s/ Joseph A.
Geraci
Joseph
A.
Geraci, II
|
||
| |
|
|