U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K
Mark One
X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended March 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

          For the transition period from ____________ to _____________

                         Commission File No. 333-125068

                           Northern Explorations Ltd.
                 (Name of small business issuer in its charter)

            Nevada                                               26-3633813
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                      8655 East Via De Ventura, Suite G200
                            Scottsdale, Arizona 85258
                    (Address of principal executive offices)

                                 (480) 346-1535
                          (Issuer's telephone number)

Securities registered pursuant to                          Name of each exchange
     Section 12(b) of the Act:                              on which registered:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                              Common Stock, $0.001
                                (Title of Class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check  whether the issuer (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant  was required to submit and post such files.
Yes [ ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark  whether the  registrant  is a large  accelerated  filed,
unaccelerated  filer, a non-accelerated  filer, or a smaller reporting  company.
See the  definitions  of "large  accelerated  filer" ,  "accelerated  filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. June 29, 2009: $5,486,400.00

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
                                       N/A

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 and 15(d) of the  Securities  Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court. Yes[X] No[ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

      Class                                      Outstanding as of June 22, 2009
      -----                                      -------------------------------
Common Stock, $0.001                                       99,720,000*

----------
*    Increased  from  5,540,000  shares of common stock to 33,240,000  shares of
     common stock based upon the forward  stock split of six shares for each one
     share  issued and  outstanding  effected on the market as of July 28, 2008;
     further  increased  from  33,240,000  shares of common stock to  99,720,000
     shares of common  stock based upon the forward  stock split of three shares
     for each one share  issued  and  outstanding  effected  on the market as of
     April 28, 2009.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and identify the part of the Form 10-K (e.g.,  Part I, Part II, etc.) into which
the document is incorporated:  (i) any annual report to security  holders;  (ii)
any proxy or information  statement;  and (iii) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities  Act of 1933 (the  "Securities  Act").  The
listed documents should be clearly described for  identification  purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

                                       N/A

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                           NORTHERN EXPLORATIONS LTD.
                                    FORM 10-K

                                     INDEX

Item 1.    Business                                                            3

Item 1A.   Risk Factors                                                       11

Item 1B    Unresolved Staff Comments                                          20

Item 2     Properties                                                         20

Item 3.    Legal Proceedings                                                  20

Item 4     Submission of Matters to a Vote of Security Holders                20

Item 5     Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities                  21

Item 6     Selected Financial Data                                            23

Item 7     Management's Discussion and Analysis of Financial Condition
           and Results of Operation                                           24

Item 8.    Financial Statements and Supplemental Data                         27

Item 9     Changes in and Disagreements With Accountants on Accounting
           and Financial Disclosure                                           39

Item 9A.   Controls and Procedures                                            39

Item 9A(T) Controls and Procedures                                            40

Item 9B.   Other Information                                                  40

Item 10    Directors, Executive Officers and Corporate Governance             41

Item 11.   Executive Compensation                                             45

Item 12    Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    48

Item 13    Certain Relationships and Related Transactions and Director
           Compensation                                                       50

Item 14    Principal Accountant Fees and Services                             50

Item 15    Exhibits                                                           51

                                       2
<PAGE>
Statements  made in this Form 10-K that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Northern  Explorations  Ltd. files annual,  quarterly,  current  reports,  proxy
statements,  and other  information with the Securities and Exchange  Commission
(the  "Commission").  You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W.,  Washington,  D.C. You may obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission  at  1-800-SEC-0330.  You can also  obtain  copies of our  Commission
filings by going to the Commission's website at http://www.sec.gov

                                     PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Northern  Explorations  Ltd.  was  incorporated  under  the laws of the State of
Nevada on November 17, 2004 and has been engaged in the business of  exploration
of natural resource  properties in the United States since its inception.  After
the effective date of our  registration  statement filed with the Securities and
Exchange   Commission   (February  14,  2006),  we  commenced   trading  on  the
Over-the-Counter Bulletin Board under the symbol "NXPN:OB".

Please note that throughout this Annual Report,  and unless otherwise noted, the
words "we," "our," "us," the  "Company," or "Northern  Explorations,"  refers to
Northern Explorations Ltd.

TRANSFER AGENT

Our transfer agent is Empire Stock Transfer, Inc., 7251 W Lake Mead Blvd
Las Vegas, NV 89128-8351.

                                       3
<PAGE>
RECENT DEVELOPMENTS

JULY 2008 FORWARD STOCK SPLIT

On July 14, 2008, our Board of Directors, pursuant to minutes of written consent
in lieu of a special  meeting,  authorized and approved a forward stock split of
six for one (6:1) of our total  issued and  outstanding  shares of common  stock
(the "2008 Forward Stock Split").  Each of our shareholders holding one share of
common stock was entitled to receive an additional five shares of our restricted
common  stock.  The  additional  shares of our common  stock to be issued to the
shareholders in accordance with the 2008 Forward Stock Split were mailed on July
28, 2008 without any action on the part of the shareholders.

The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2008 Forward Stock Split was
in our best interests and of the shareholders. In our judgment, the 2008 Forward
Stock Split  resulted  in an  increase in our trading  float of shares of common
stock  available for sale resulting in  facilitation  of investor  liquidity and
trading  volume  potential.  The intent of the 2008  Forward  Stock Split was to
increase the marketability of our common stock.

The 2008 Forward Stock Split was effectuated with a record date of July 16, 2008
upon filing the appropriate  documentation  with NASDAQ.  The 2008 Forward Stock
Split increased issued and outstanding  shares of common stock from 5,540,000 to
approximately  33,240,000  shares of common stock. The current  authorized share
capital  continued to be  75,000,000  shares of common stock with a par value of
$0.001 per share.

APRIL 2009 FORWARD STOCK SPLIT

On March 30,  2009,  our Board of  Directors  authorized  and approved a forward
stock split of three for one (3:1) of our total issued and outstanding shares of
common stock (the "2009 Forward Stock Split").  Each of our shareholders holding
one share of common  stock was entitled to receive an  additional  two shares of
our restricted common stock. The additional shares of our common stock issued to
the  shareholders in accordance with the 2009 Forward Stock Split were mailed on
approximately April 28, 2009 without any action on the part of the shareholders.

The 2009 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2009 Forward Stock Split was
in our best interests and of the  shareholders.  Certain  factors were discussed
among the  members of the Board of  Directors  concerning  the need for the 2009
Forward Stock Split, including the increased potential for financing. The intent
of the 2009 Forward Stock Split is to increase the  marketability  of our common
stock.

The 2009 Forward Stock Split was  effectuated  on March 30, 2009 upon filing the
appropriate  documentation  with NASDAQ.  The 2009 Forward Stock Split increased
our total  issued and  outstanding  shares of common  stock from  33,240,000  to
approximately  99,720,000 shares of common stock. The common stock will continue
to be $0.001 par value.

                                       4
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION

On March 30, 2009,  our Board of  Directors  approved the filing with the Nevada
Secretary of State an amendment to our Articles of Incorporation to increase our
authorized  capital  structure  commensurate  with the  increase  of our  shares
pursuant to the 2009  Forward  Stock  Split.  Therefore,  as of the date of this
Annual  Report,  our  authorized  capital  structure  has  been  increased  from
75,000,000  shares  of common  stock to  150,000,000  shares of common  stock of
common stock, par value of $0.001.

On March 30, 2009,  our Board of  Directors  approved the filing with the Nevada
Secretary of State an amendment to our Articles of  Incorporation  to change the
corporate name from "Northern  Explorations  Ltd." to "Clean Gen Corporation" to
better reflect the inclusion of additional business  operations  involving clean
energy  alternatives.  On May 12, 2009,  an amendment  was filed with the Nevada
Secretary of State changing our name to "Clean Gen Corporation".

On June 8, 2009,  our Board of  Directors  approved  the filing  with the Nevada
Secretary of State an amendment to our Articles of  Incorporation  to change the
corporate name back to "Northern  Explorations Ltd." based upon an analysis that
substantially all of the business operations would remain as a natural resources
exploration  company.  On June 25, 2009,  an amendment was filed with the Nevada
Secretary of State changing our name back to "Northern Explorations Ltd.".

CURRENT BUSINESS OPERATIONS

We are a natural resource  exploration and production  company currently engaged
in the  exploration,  acquisition  and  development  of properties in the United
States and within North America.

DOMINUS ENERGY AG

Effective on October 31, 2008,  our Board of  Directors  approved an  engagement
letter dated October 21, 2008 (the  "Engagement  Letter") with Dominus Energy AG
("Dominus").  In  accordance  with the terms and  provisions  of the  Engagement
Letter,  we will enter into a formal  agreement  with Dominus  pursuant to which
Dominus will  introduce to us certain  energy and  petroleum  opportunities  and
projects  located  in North  America  to  participate  in either  for  purchase,
farm-in, joint venture and or variable interest holder.

Effective on November 18, 2008, our Board of Directors approved the execution of
a  one-year  consulting   agreement  to  be  effective  December  1,  2008  (the
"Consulting   Agreement")  with  Dominus.  In  accordance  with  the  terms  and
provisions of the  Consulting  Agreement:  (i) Dominus shall advise us regarding
certain energy and petroleum opportunities and projects located in North America
to either  participate  in either for purchase,  farm-in,  joint venture  and/or
variable  interest  holder;  and (ii) we shall pay to  Dominus a monthly  fee of
$15,000. See "Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operation".

During fiscal year ended March 31, 2009, our primary  activity and focus was the
consummation   of  the   transaction   with  Dominus  and  reviewing   potential
acquisitions  in the  natural  resources  sector.  As of the date of this Annual

                                       5
<PAGE>
Report,  we are  currently  reviewing  potential  acquisitions  in  the  natural
resource  sector.  We are in the process of  completing  certain  due  diligence
investigations  of various  opportunities in the oil and gas sector,  as well as
the base and precious  metals  sectors.  We anticipate that over the next twelve
months, we will incur approximately  $15,000 pertaining to the review of various
potential asset  acquisitions as well as an additional $15,000 on administrative
fees.  The  administrative  fees to be incurred will relate to  compliance  with
reporting  obligations.  Note all past  amounts  regarding  the  monthly  fee of
$15,000  payable  to  Dominus  were  cancelled  in favor of moving  forward  and
consideration to be given in future agreements

In the  event we  locate a viable  prospect  and  consummate  acquisition  of an
interest,  we  will  conduct  mineral  property  exploration.  Mineral  property
exploration  is  typically   conducted  in  phases.  Each  subsequent  phase  of
exploration  work is  recommended  by a geologist  based on the results from the
most  recent  phase  of  exploration.  Once  we have  completed  each  phase  of
exploration,  we will make a decision as to whether or not we proceed  with each
successive  phase based upon the  analysis of the results of that  program.  Our
management  will  make  this  decision  based  upon the  recommendations  of the
independent geologist who oversees the program and records the results.

Even if we complete our proposed  exploration  programs on a prospective mineral
property claim and we are successful in identifying a mineral  deposit,  we will
have to spend  substantial  funds on further  drilling and  engineering  studies
before we will know if we have a commercially viable mineral deposit.  There can
be no assurance that an economic  mineral deposit would exist on the claim until
appropriate  exploration  work is completed.  See " - New Lease  Acquisition and
Development."

NEW LEASE ACQUISITION AND DEVELOPMENT

If mineral  quality and  quantities  are not deemed  sufficient  from work to be
conducted  on our  potential  leases  during the first six months of  operation,
additional land  acquisitions  will be assessed and obtained subject to adequate
capital  resources  being available and further sources of debt and equity being
obtained.  The  following  outlines  anticipated  activities  pursuant  to  this
business option.

     *    Site  preparation for entry  including  roadway upgrade and operations
          site,  design,  review,  and  finalize  testing  procedures,   arrange
          equipment required.

     *    Run test tools,

     *    If mineral content not deemed conducive to production,  target further
          leases for exploration potential and obtain further funding to acquire
          new development targets.

We will require  additional  funding to implement our proposed  future  business
activities.  See "Item 7.  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations"

We do not expect to purchase any significant equipment or increase significantly
the number of our employees during the next twelve months.  Our current business
strategy is to obtain resources under contract where possible because management
believes that this strategy,  at its current level of development,  provides the
best services available in the circumstances,  leads to lower overall costs, and
provides the best flexibility for our business operations.

                                       6
<PAGE>
COMPETITION

We operate in a highly  competitive  industry,  competing  with other mining and
exploration mineral companies, and institutional and individual investors, which
are actively seeking metal and mineral based exploration  properties  throughout
the world together with the equipment,  labor and materials  required to exploit
such  properties.  Many of our competitors have financial  resources,  staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime metal and
minerals exploration prospects and then exploit such prospects.  Competition for
the acquisition of metal and minerals  exploration  properties is intense,  with
many properties  available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing  profitable  properties in the
face of this competition.  No assurance can be given that a sufficient number of
suitable  metal  and  minerals  exploration  properties  will be  available  for
acquisition and development.

MINERALS EXPLORATION REGULATION

Our minerals exploration  activities could be, subject to extensive foreign laws
and regulations governing prospecting,  development, production, exports, taxes,
labor standards, occupational health, waste disposal, protection and remediation
of the environment, protection of endangered and protected species, mine safety,
toxic  substances  and other  matters.  Minerals  exploration is also subject to
risks and liabilities  associated with pollution of the environment and disposal
of waste products  occurring as a result of mineral  exploration and production.
Compliance with these laws and regulations  may impose  substantial  costs on us
and will  subject  us to  significant  potential  liabilities.  Changes in these
regulations could require us to expend significant  resources to comply with new
laws or regulations or changes to current requirements and could have a material
adverse effect on our business operations.

Exploration  and  production  activities  are  subject to certain  environmental
regulations  which may prevent or delay the  commencement  or continuance of our
operations.  In general,  our  exploration  and production  activities  could be
subject to certain foreign regulations, and may be subject to federal, state and
local laws and  regulations,  relating to  environmental  quality and  pollution
control.  Such laws and regulations  increase the costs of these  activities and
may  prevent or delay the  commencement  or  continuance  of a given  operation.
Compliance  with  these  laws and  regulations  does not appear to have a future
material effect on our operations or financial condition to date.  Specifically,
we may be subject to legislation regarding emissions into the environment, water
discharges and storage and disposition of hazardous wastes.  However,  such laws
and  regulations,  whether foreign or local,  are frequently  changed and we are
unable to predict the  ultimate  cost of  compliance.  Generally,  environmental
requirements  do not appear to affect us any  differently  or to any  greater or
lesser  extent than other  companies in the industry and our current  operations
have not expanded to a point where either  compliance or cost of compliance with
environmental  regulation  is a  significant  issue for us.  Costs have not been
incurred to date with respect to  compliance  with  environmental  laws but such
costs  may be  expected  to  increase  with an  increase  in scale  and scope of
exploration.

                                       7
<PAGE>
Minerals  exploration  operations are subject to comprehensive  regulation which
may cause  substantial  delays or  require  capital  outlays  in excess of those
anticipated  causing  an adverse  effect on our  business  operations.  Minerals
exploration  operations are subject to foreign,  federal,  state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural  resources  from the ground and the  discharge of materials  into the
environment. Minerals exploration operations are also subject to federal, state,
and  local  laws and  regulations  which  seek to  maintain  health  and  safety
standards by regulating  the design and use of drilling  methods and  equipment.
Various permits from government  bodies are required for drilling  operations to
be  conducted;  no  assurance  can be given that such  permits will be received.
Environmental  standards imposed by federal,  state, or local authorities may be
changed  and  any  such  changes  may  have  material  adverse  effects  on  our
activities.  Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated,  thus causing an adverse
effect on us.  Additionally,  we may be subject to  liability  for  pollution or
other  environmental  damages  which we may elect not to insure  against  due to
prohibitive  premium  costs and  other  reasons.  As of the date of this  Annual
Report,  we have not been  required to spend any material  amount on  compliance
with environmental  regulations.  However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

OIL AND GAS REGULATION

The production and sale of oil and gas are subject to various federal, state and
local  governmental  regulations,  which  may be  changed  from  time to time in
response to economic or political  conditions and can have a significant  impact
upon overall operations. Matters subject to regulation include discharge permits
for drilling  operations,  drilling bonds,  reports concerning  operations,  the
spacing of wells, unitization and pooling of properties,  taxation,  abandonment
and restoration  and  environmental  protection.  These laws and regulations are
under constant review for amendment or expansion.  From time to time, regulatory
agencies  have  imposed  price   controls  and   limitations  on  production  by
restricting  the  rate of flow of oil and  gas  wells  below  actual  production
capacity  in  order  to  conserve  supplies  of oil and  gas.  Changes  in these
regulations could require us to expend significant  resources to comply with new
laws or regulations or changes to current requirements and could have a material
adverse effect on our future business operations.

REGULATION OF OIL AND NATURAL GAS PRODUCTION

Our future oil and natural gas  exploration,  production and related  operations
will be subject to extensive rules and regulations promulgated by federal, state
and local  authorities  and  agencies.  Failure  to comply  with such  rules and
regulations can result in substantial  penalties.  The regulatory  burden on the
oil and natural gas industry  increases  our cost of doing  business and affects
our profitability. Although we believe we are in substantial compliance with all
applicable  laws  and  regulations,  because  such  rules  and  regulations  are
frequently amended or reinterpreted, we are unable to predict the future cost or
impact of complying with such laws.

Many states require permits for drilling operations,  drilling bonds and reports
concerning  operations and impose other requirements relating to the exploration
and  production  of oil and  natural  gas.  Such  states  also have  statutes or
regulations  addressing  conservation  matters,  including  provisions  for  the

                                       8
<PAGE>
unitization or pooling of oil and natural gas properties,  the  establishment of
maximum rates of production from wells, and the regulation of spacing,  plugging
and abandonment of such wells.

FEDERAL REGULATION OF NATURAL GAS

The Federal Energy Regulatory  Commission ("FERC") regulates  interstate natural
gas transportation  rates and service conditions,  which affect the marketing of
natural gas produced by us, as well as the revenues  received by us for sales of
such production.  Since the mid-1980's,  FERC has issued a series of orders that
have  significantly  altered the  marketing and  transportation  of natural gas.
These orders mandate a fundamental  restructuring  of interstate  pipeline sales
and transportation service,  including the unbundling by interstate pipelines of
the sale,  transportation,  storage and other  components of the city-gate sales
services such pipelines previously performed.  One of FERC's purposes in issuing
the orders was to  increase  competition  within all phases of the  natural  gas
industry. Certain aspects of these orders may be modified as a result of various
appeals and related  proceedings  and it is  difficult  to predict the  ultimate
impact of the  orders on us and  others.  Generally,  the  orders  eliminate  or
substantially reduce the interstate  pipelines'  traditional role as wholesalers
of natural gas in favor of providing  only storage and  transportation  service,
and have  substantially  increased  competition  and  volatility  in natural gas
markets.

The price, which we may receive for the sale of oil, natural gas and natural gas
liquids, would be affected by the cost of transporting products to markets. FERC
has implemented  regulations  establishing an indexing system for transportation
rates for oil pipelines,  which, generally, would index such rates to inflation,
subject to certain  conditions and limitations.  We are not able to predict with
certainty the effect,  if any, of these  regulations  on any future  operations.
However,  the regulations may increase  transportation  costs or reduce wellhead
prices for oil and natural gas liquids.

ENVIRONMENTAL MATTERS

Our operations and properties will be subject to extensive and changing federal,
state and local  laws and  regulations  relating  to  environmental  protection,
including  the  generation,  storage,  handling,  emission,  transportation  and
discharge of materials into the environment,  and relating to safety and health.
The recent trend in environmental legislation and regulation generally is toward
stricter  standards,  and  this  trend  will  likely  continue.  These  laws and
regulations may (i) require the  acquisition of a permit or other  authorization
before construction or drilling commences and for certain other activities; (ii)
limit or prohibit  construction,  drilling and other activities on certain lands
lying within wilderness and other protected areas; and (iii) impose  substantial
liabilities for pollution  resulting from our operations.  The permits  required
for  several of our  operations  are  subject to  revocation,  modification  and
renewal  by  issuing  authorities.  Governmental  authorities  have the power to
enforce their  regulations,  and violations are subject to fines or injunctions,
or both. In the opinion of  management,  we are in substantial  compliance  with
current  applicable  environmental law and regulations,  and we have no material
commitments  for  capital  expenditures  to comply with  existing  environmental
requirements.   Nevertheless,   changes  in  existing   environmental  laws  and
regulations or in interpretations thereof could have a significant impact on our
business operations, as well as the oil and natural gas industry in general.

                                       9
<PAGE>
The  Comprehensive  Environmental,  Response,  Compensation,  and  Liability Act
("CERCL ") and  comparable  state  statutes  impose  strict,  joint and  several
liability  on owners and  operators  of sites and on persons who  disposed of or
arranged for the disposal of "hazardous  substances"  found at such sites. It is
not  uncommon for the  neighboring  landowners  and other third  parties to file
claims for personal injury and property damage allegedly caused by the hazardous
substances released into the environment.  The Federal Resource Conservation and
Recovery Act  ("RCRA")  and  comparable  state  statutes  govern the disposal of
"solid waste" and "hazardous  waste" and authorize the imposition of substantial
fines and  penalties  for  noncompliance.  Although  CERCLA  currently  excludes
petroleum from its definition of "hazardous substance," state laws affecting our
operations impose clean-up liability relating to petroleum and petroleum related
products.  In addition,  although  RCRA  classifies  certain oil field wastes as
"non-hazardous," such exploration and production wastes could be reclassified as
A  hazardous  wastes,  thereby  making  such  wastes  subject to more  stringent
handling and disposal requirements.

We intend to acquire leasehold  interests in properties that for many years have
produced oil and natural gas.  Although the previous  owners of these  interests
may have  used  operating  and  disposal  practices  that were  standard  in the
industry at the time,  hydrocarbons or other wastes may have been disposed of or
released on or under the properties.  In addition, some of our properties may be
operated  in the  future  by  third  parties  over  which  we have  no  control.
Notwithstanding  our lack of control  over  properties  operated by others,  the
failure of the operator to comply with applicable environmental regulations may,
in certain circumstances, adversely impact our business operations.

The  National  Environmental  Policy Act ("NEPA") is  applicable  to many of our
planned  activities and operations.  NEPA is a broad procedural statute intended
to ensure that  federal  agencies  consider  the  environmental  impact of their
actions by requiring such agencies to prepare  environmental  impact  statements
("EIS") in connection with all federal activities that significantly  affect the
environment.  Although  NEPA is a  procedural  statute  only  applicable  to the
federal  government,  a portion  of our  properties  may be  acreage  located on
federal land. The Bureau of Land  Management's  issuance of drilling permits and
the  Secretary  of the  Interior's  approval  of plans of  operation  and  lease
agreements all constitute federal action within the scope of NEPA. Consequently,
unless the responsible  agency determines that our drilling  activities will not
materially  impact the environment,  the responsible  agency will be required to
prepare an EIS in conjunction with the issuance of any permit or approval.

The  Endangered  Species Act  ("ESA")  seeks to ensure  that  activities  do not
jeopardize endangered or threatened animals, fish and plant species, nor destroy
or modify the  critical  habitat of such  species.  Under ESA,  exploration  and
production  operation,   as  well  as  actions  by  federal  agencies,  may  not
significantly  impair or jeopardize the species or their  habitat.  ESA provides
for criminal  penalties for willful  violations of the Act.  Other statutes that
provide  protection  to  animal  and  plant  species  and that may  apply to our
operations  include,  but are not necessarily  limited to, the Fish and Wildlife
Coordination  Act, the Fishery  Conservation  and Management  Act, the Migratory
Bird Treaty Act and the National Historic  Preservation Act. Although we believe
that our operations are in substantial compliance with such statutes, any change
in these  statutes  or any  reclassification  of a species as  endangered  could
subject us to  significant  expense to modify our  operations  or could force to
discontinue certain operations altogether.

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Management  believes  that  we  are  in  substantial   compliance  with  current
applicable environmental laws and regulations.

MATERIAL AGREEMENTS

FINANCIAL CONSULTANT AGREEMENT

Effective  February 13, 2009, our Board of Directors approved and authorized the
execution  of  a  one-year  financial   consultant   agreement  (the  "Financial
Consultant  Agreement") with Capital Consulting Inc., a corporation of which our
President/Chief Executive Officer, Mr. Schaftlein, is the sole officer, director
and  shareholder  ("CCI").  In accordance  with the terms and  provisions of the
Financial Consultant Agreement: (i) Mr. Schaftlein through CCI shall perform any
such  services  as  required in his  executive  capacity as our  President/Chief
Executive Officer  including,  but not limited to: (a) completing an analysis of
the  business and  industry  together  with a  comprehensive  background  report
summarizing our financial profile,  (b) work with us to secure additional equity
participants or merger and acquisition  candidates to increase business, and (c)
seek additional business  relationships  beneficial to us; and (ii) we shall pay
to Mr.  Schaftlein  through CCI the monthly sum of $10,000  from  February  2009
through  July 2009 and the  monthly  sum of $15,000  from  August  2009  through
January  2010.  See  "Item  10,  Directors,  Executive  Officers  and  Corporate
Governance" and "Item 11. Executive Compensation."

RESEARCH AND DEVELOPMENT ACTIVITIES

No research  and  development  expenditures  have been  incurred,  either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any person on a  full-time  or on a part-time  basis.  Mr. Mark
Schaftlein  is our  President  and  Chief  Executive  Officer.  He is  primarily
responsible  for all our day-to-day  operations.  Other services are provided by
outsourcing, consultant, and special purpose contracts.

ITEM 1A.RISK FACTORS

An investment in our common stock involves a number of very  significant  risks.
You should carefully  consider the following risks and uncertainties in addition
to  other  information  in  evaluating  our  company  and  its  business  before
purchasing  shares of our common  stock.  Our  business,  operating  results and
financial condition could be seriously harmed due to any of the following risks.
The risks  described  below are all of the material  risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also  impair  our  business  operations.  You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

     WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We will require significant additional financing in order to commence any future
exploration  activities  and assess the  commercial  viability of our  potential
future natural  resource  properties.  Furthermore,  if the costs of our planned

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<PAGE>
exploration  programs  are  greater  than  anticipated,  we  may  have  to  seek
additional funds through public or private share offerings or arrangements  with
corporate partners.  There can be no assurance that we will be successful in our
efforts  to raise  these  require  funds,  or on terms  satisfactory  to us. The
continued  exploration of future natural resource properties and the development
of our  business  will  depend  upon our  ability to  establish  the  commercial
viability of the natural resource properties and to ultimately develop cash flow
from  operations  and  reach  profitable  operations.  We  currently  are in the
exploration stage and we have no revenue from operations and we are experiencing
significant  negative  cash flow.  Accordingly,  the only other sources of funds
presently  available to us are through the sale of equity.  We presently believe
that  debt  financing  will  not be an  alternative  to us as all of our  future
properties will be in the exploration stage.  Alternatively,  we may finance our
business  by  offering  an  interest  in  any  of our  future  natural  resource
properties  to be  earned by  another  party or  parties  carrying  out  further
exploration and development  thereof or to obtain project or operating financing
from financial  institutions,  neither of which is presently intended. If we are
unable to obtain this additional financing,  we will not be able to continue our
planned  future  exploration  activities  and our  assessment of the  commercial
viability of natural resource  properties.  Further, if we are able to establish
that  development  of our future  natural  resource  properties is  commercially
viable,  our inability to raise additional  financing at this stage would result
in our inability to place our natural  resource  properties  into production and
recover our investment.  We may not discover commercially exploitable quantities
of resources  on our  properties  that would enable us to enter into  commercial
production, and achieve revenues and recover the money we spend on exploration.

Future  properties will in all  probability  not contain  reserves in accordance
with the  definitions  adopted by the  Securities and Exchange  Commission,  and
there is no assurance that any exploration  programs that we will establish will
contain reserves.  Those properties would be in the exploration stage as opposed
to the development stage and would have no known body of economic mineralization
or reserves.  The known  mineralization or reserves at these projects would have
yet been  determined,  and may never be  determined  to be economic.  We plan to
conduct further  exploration  activities on natural resource  properties,  which
future  exploration may include the completion of feasibility  studies necessary
to evaluate  whether a commercial  mineable and or drillable  resource exists on
any of our future properties. There is a substantial risk that these exploration
activities will not result in discoveries of commercially recoverable quantities
of resources.  Any determination that our future properties contain commercially
recoverable  quantities  of  resources  may not be reached  until such time that
final comprehensive  feasibility studies have been concluded that establish that
a potential area is likely to be economic.  There is a substantial risk that any
preliminary or final feasibility  studies carried out by us will not result in a
positive  determination that our natural resource properties can be commercially
developed.

     OUR EXPLORATION ACTIVITIES ON FUTURE NATURAL RESOURCE PROPERTIES MAY NOT BE
     COMMERCIALLY  SUCCESSFUL,  WHICH  COULD  LEAD US TO  ABANDON  OUR  PLANS TO
     DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable quantities of ore on our future natural resource properties that can
then be developed into commercially  viable mining operations.  Natural resource
exploration  is  highly  speculative  in  nature,  involves  many  risks  and is

                                       12
<PAGE>
frequently  non-productive.  These risks include unusual or unexpected  geologic
formations,  and  the  inability  to  obtain  suitable  or  adequate  machinery,
equipment or labor. The success of mineral  exploration is determined in part by
the following factors:

     *    identification  of  potential  mineralization  or  reserves  based  on
          superficial analysis;

     *    availability of government-granted exploration permits;

     *    the quality of management and geological and technical expertise; and

     *    the capital available for exploration.

Substantial expenditures are required to establish proven and probable petroleum
reserves or mineralization  through drilling and analysis,  to develop processes
to extract the  reserves or minerals,  and to develop the mining and  processing
facilities  and  infrastructure  at any chosen site.  Whether a resource will be
commercially  viable  depends on a number of  factors,  which  include,  without
limitation,  the particular attributes of the resource,  such as size, grade and
proximity  to  infrastructure;   metal  prices,   which  fluctuate  widely;  and
government regulations,  including, without limitation,  regulations relating to
prices,  taxes,  royalties,  land tenure,  land use,  importing and exporting of
minerals and environmental  protection.  We may invest  significant  capital and
resources in exploration activities and abandon such investments if it is unable
to identify commercially exploitable natural reserves. The decision to abandon a
project may reduce the trading  price of our common stock and impair our ability
to raise future financing.  We cannot provide any assurance to investors that we
will  discover or acquire any resource in  sufficient  quantities  on any of our
future properties to justify commercial operations. Further, we will not be able
to  recover  the  funds  that we  spend  on  exploration  if we are not  able to
establish  commercially  recoverable  quantities  of reserves or minerals on our
properties.

     OUR BUSINESS IS DIFFICULT TO EVALUATE  BECAUSE WE HAVE A LIMITED  OPERATING
     HISTORY.

In considering  whether to invest in our common stock,  you should consider that
our  inception  was  November  17, 2004 and, as a result,  there is only limited
historical financial and operating  information  available on which to base your
evaluation of our performance.

     WE HAVE A HISTORY OF  OPERATING  LOSSES AND THERE CAN BE NO  ASSURANCES  WE
     WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and
debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately  $202,478 from November 17, 2004 (inception) to March 31, 2009. As
of March 31, 2009, we had an accumulated deficit of $202,478. Further, we do not
expect  positive  cash  flow  from  operations  in the  near  term.  There is no
assurance  that  actual  cash  requirements  will not exceed our  estimates.  In
particular,  additional capital may be required in the event that: (i) the costs
to acquire  additional  mineral  exploration  claims are more than we  currently
anticipate;  (ii)  exploration and or future  potential  mining costs for claims
increase beyond our expectations; or (iii) we encounter greater costs associated
with general and administrative expenses or offering costs.

                                       13
<PAGE>
     FUTURE PARTICIPATION IN AN INCREASED NUMBER OF NATURAL RESOURCE EXPLORATION
     PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The  uncertainty  and factors  described  throughout this section may impede our
ability to  economically  discover,  acquire,  develop  and/or  exploit  natural
resource  prospects.  As a  result,  we may not be able to  achieve  or  sustain
profitability or positive cash flows from operating activities in the future.

The  financial  statements  for the fiscal  year ended  March 31, 2009 have been
prepared  "assuming  that the Company will continue as a going  concern,"  which
contemplates  that we will  realize our assets and satisfy our  liabilities  and
commitments  in the ordinary  course of  business.  Our ability to continue as a
going concern is dependent on raising  additional capital to fund our operations
and  ultimately  on generating  future  profitable  operations.  There can be no
assurance  that  we  will be able to  raise  sufficient  additional  capital  or
eventually  have positive  cash flow from  operations to address all of our cash
flow needs. If we are not able to find  alternative  sources of cash or generate
positive  cash flow from  operations,  our  business  and  shareholders  will be
materially  and adversely  affected.  See "Item 6.  Management's  Discussion and
Analysis or Plan of Operation - Going Concern."

     WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical  losses from  operations,  we will require  additional
funding  in the  future.  If we cannot  obtain  capital  through  financings  or
otherwise,  our  ability to  execute  our future  exploration  programs  will be
greatly limited.  Our current plans require us to make capital  expenditures for
the future  exploration of our natural resources  properties.  Historically,  we
have funded our operations  through the issuance of equity and  short-term  debt
financing  arrangements.  We may not be able to obtain  additional  financing on
favorable  terms,  if at all.  Our  future  cash flows and the  availability  of
financing  will  be  subject  to a  number  of  variables,  including  potential
production and the market prices of certain resources.  Further,  debt financing
could lead to a diversion of cash flow to satisfy debt-servicing obligations and
create restrictions on business operations. If we are unable to raise additional
funds, it would have a material adverse effect upon our operations.

     AS PART OF OUR  GROWTH  STRATEGY,  WE INTEND TO  ACQUIRE  NATURAL  RESOURCE
     EXPLORATION PROPERTIES.

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring
properties,  some  of  the  properties  may  not  produce  positive  results  of
exploration,  or we may  not  complete  exploration  of  such  prospects  within
specified  time periods may cause the  forfeiture of the lease in that prospect.
There  can be no  assurance  that we will  be  able  to  successfully  integrate
acquired properties, which could result in substantial costs and delays or other
operational,  technical,  or financial  problems.  Further,  acquisitions  could

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<PAGE>
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

     WE ARE RELATIVELY A NEW ENTRANT INTO THE NATURAL RESOURCES  EXPLORATION AND
     DEVELOPMENT INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY.

Since  inception,  our activities have been limited to  organizational  efforts,
obtaining  working  capital and attempting to acquire and develop a very limited
number  of  properties.  As a result,  there is  limited  information  regarding
production  or  revenue  generation.  As a result,  our future  revenues  may be
limited.  The  business of natural  resources  exploration  and  development  is
subject to many risks and if  reserves or other  minerals  are found in economic
production quantities,  the potential  profitability of future possible ventures
depends upon factors beyond our control.  The potential  profitability of mining
natural resource  properties if economic  quantities of minerals or reserves are
found is dependent  upon many  factors and risks beyond our control,  including,
but not limited to: (i)  unanticipated  ground and water  conditions and adverse
claims to water rights; (ii) geological problems;  (iii) metallurgical and other
processing  problems;  (iv) the  occurrence  of  unusual  weather  or  operating
conditions  and other force majeure  events;  (v) lower than expected  grades of
minerals;  (vi) accidents;  (vii) delays in the receipt of or failure to receive
necessary  government  permits;  (viii)  delays in  transportation;  (ix)  labor
disputes; (x) government permit restrictions and regulation  restrictions;  (xi)
unavailability of materials and equipment; and (xii) the failure of equipment or
processes to operate in accordance with specifications or expectations.

     THE RISKS  ASSOCIATED WITH  EXPLORATION AND DEVELOPMENT AND, IF APPLICABLE,
     MINING COULD CAUSE PERSONAL INJURY OR DEATH,  ENVIRONMENTAL  DAMAGE, DELAYS
     IN MINING, MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We  are  not  currently  engaged  in  mining  operations  because  we are in the
exploration  phase and have not yet any  proved  reserves.  We do not  presently
carry  property and  liability  insurance.  Cost  effective  insurance  contains
exclusions  and   limitations  on  coverage  and  may  be  unavailable  in  some
circumstances.

     THE NATURAL RESOURCE  EXPLORATION AND MINING OR DRILLING INDUSTRY IS HIGHLY
     COMPETITIVE  AND  THERE  IS NO  ASSURANCE  THAT WE WILL  BE  SUCCESSFUL  IN
     ACQUIRING THE LEASES.

The natural  resource  exploration and mining or drilling  industry is intensely
competitive,  and we compete with other  companies that have greater  resources.
Many of these  companies  not  only  explore  for and  produce  certain  natural
resources,  but also market  certain  natural  resources and other products on a
regional,  national or worldwide basis.  These companies may be able to pay more
for productive natural resource properties and exploratory  prospects or define,
evaluate, bid for and purchase a greater number of properties and prospects than
our financial or human resources permit. In addition, these companies may have a
greater ability to continue exploration activities during periods of low natural
resource market prices.  Our larger competitors may be able to absorb the burden
of  present  and  future  foreign,  federal,  state,  local and  other  laws and
regulations   more  easily  than  we  can,  which  would  adversely  affect  our
competitive  position.  Our  ability to  acquire  additional  properties  and to
discover  productive  prospects in the future will be dependent upon our ability
to evaluate and select suitable  properties and to consummate  transactions in a

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<PAGE>
highly competitive environment. In addition, because we have fewer financial and
human resources than many companies in our industry, we may be at a disadvantage
in  bidding  for  exploratory   prospects  and  producing  mineral  or  drilling
properties.

     THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS
     BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE  RETURN
     ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous  factors beyond our control.  These factors include
macroeconomic factors,  market fluctuations in commodity pricing and demand, the
proximity and capacity of natural  resource  markets and  processing  equipment,
governmental  regulations,  land tenure,  land use,  regulation  concerning  the
importing  and  exporting  of  certain  minerals  and  environmental  protection
regulations.  The exact effect of these factors cannot be accurately  predicted,
but the  combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

     NATURAL RESOURCE MINING OR DRILLING OPERATIONS ARE SUBJECT TO COMPREHENSIVE
     REGULATION,  WHICH MAY CAUSE SUBSTANTIAL  DELAYS OR REQUIRE CAPITAL OUTLAYS
     IN EXCESS OF THOSE  ANTICIPATED,  CAUSING AN ADVERSE EFFECT ON OUR BUSINESS
     OPERATIONS.

If economic  quantities  of certain  minerals or reserves are found on any lease
owned by us in sufficient  quantities to warrant mining or drilling  operations,
such mining or drilling operations are subject to foreign,  federal,  state, and
local  laws  relating  to the  protection  of the  environment,  including  laws
regulating  removal of natural  resources  from the ground and the  discharge of
materials into the environment.  Natural resource mining or drilling  operations
are also  subject to foreign,  federal,  state,  and local laws and  regulations
which seek to maintain health and safety  standards by regulating the design and
use of mining methods and equipment.  Various permits from government bodies are
required for mining or drilling operations to be conducted;  no assurance can be
given that such  permits will be received.  Environmental  standards  imposed by
federal,  provincial,  or local  authorities may be changed and any such changes
may have material adverse effects on our activities.  Moreover,  compliance with
such laws may cause  substantial  delays or require capital outlays in excess of
those anticipated,  thus resulting in an adverse effect on us. Additionally,  we
may be subject to liability for pollution or other  environmental  damages which
we may elect not to insure  against due to  prohibitive  premium costs and other
reasons.  To date we have  not  been  required  to  spend  material  amounts  on
compliance with environmental regulations.  However, we may be required to do so
in future and this may affect our ability to expand or maintain our operations.

     NATURAL  RESOURCE  EXPLORATION  AND  DEVELOPMENT  AND  MINING  OR  DRILLING
     ACTIVITIES  ARE  SUBJECT TO CERTAIN  ENVIRONMENTAL  REGULATIONS,  WHICH MAY
     PREVENT OR DELAY THE COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS.

Natural  resource  exploration and development  and future  potential  mining or
drilling  operations  are or  will  be  subject  to  stringent  federal,  state,
provincial,  and local laws and regulations relating to improving or maintaining
environmental   quality.   Our  global  operations  are  also  subject  to  many

                                       16
<PAGE>
environmental  protection laws.  Environmental laws often require parties to pay
for remedial action or to pay damages  regardless of fault.  Environmental  laws
also often impose  liability with respect to divested or terminated  operations,
even if the operations were terminated or divested of many years ago.

Future  potential  natural  resource  mining or drilling  operations and current
exploration  activities are or will be subject to extensive laws and regulations
governing prospecting, development, production, exports, taxes, labor standards,
occupational  health,   waste  disposal,   protection  and  remediation  of  the
environment,  protection of endangered and protected species, mine safety, toxic
substances  and other  matters.  Natural  resource  mining or  drilling  is also
subject to risks and  liabilities  associated  with pollution of the environment
and disposal of waste products occurring as a result of mineral  exploration and
production.  Compliance with these laws and regulations will impose  substantial
costs on us and will subject us to significant potential liabilities.

     COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY INCREASE
     WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our future  operations  will comply,  in all material  respects,
with all applicable environmental regulations. However, we are not fully insured
at the current date against possible environmental risks.

     ANY CHANGE IN  GOVERNMENT  REGULATION/ADMINISTRATIVE  PRACTICES  MAY HAVE A
     NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws,  regulations,  policies  or current  administrative  practices  of any
government body,  organization or regulatory  agency may be changed,  applied or
interpreted in a manner which will  fundamentally  alter our ability to carry on
business.  The actions,  policies or  regulations,  or changes  thereto,  of any
government body or regulatory agency, or other special interest groups, may have
a detrimental  effect on us. Any or all of these  situations may have a negative
impact on our ability to operate and/or our profitably.

     WE MAY BE  UNABLE  TO  RETAIN  KEY  EMPLOYEES  OR  CONSULTANTS  OR  RECRUIT
     ADDITIONAL QUALIFIED PERSONNEL.

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their employment with us for any reason.

     OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors  serve only part time and may be subject to conflicts
of interest.  They devote part of his working time to other business  endeavors,
including  consulting  relationships  with other  corporate  entities,  and have
responsibilities  to these other entities.  Such conflicts  include deciding how
much time to  devote  to our  affairs,  as well as what  business  opportunities
should be  presented  to us.  Because of these  relationships,  our officers and
directors may be subject to conflicts of interest.

                                       17
<PAGE>
     NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM
     CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors  will not be liable to us or
our  stockholders  for monetary  damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons  against all damages  incurred in  connection  with our  business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
officers  and  directors  caused by their  negligence,  poor  judgment  or other
circumstances.  The indemnification provisions may require us to use our limited
assets to defend our officers and directors  against  claims,  including  claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

Sales of a  substantial  number of shares of our  common  stock  into the public
market by certain  stockholders may result in significant  downward  pressure on
the price of our common  stock and could  affect  your  ability  to realize  the
current trading price of our common stock.

     SALES OF A  SUBSTANTIAL  NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
     MARKET BY CERTAIN  STOCKHOLDERS COULD CAUSE A REDUCTION IN THE MARKET PRICE
     OF OUR COMMON STOCK.

As of the date of this Annual Report,  we have 99,720,000 shares of common stock
issued and outstanding.  Of the total number of issued and outstanding shares of
common stock,  certain  stockholders  are able to resell  certain  shares of our
common stock pursuant to a SB-2  registration  statement  declared  effective on
November 18, 2005. As a result of this registration  statement,  an aggregate of
2,540,000  pre-2008 and 2009 Forward Stock Split (45,720,000  post-2008 and 2009
Forward  Stock Split)  shares our common stock were issued and are available for
immediate  resale which could have an adverse  effect on the price of our common
stock. See "Item 5. Market for Common Equity,  Related  Stockholder  Matters and
Issuer Purchases of Equity Securities.

As of the date of this Annual Report,  there are 54,000,000  outstanding  shares
that are  restricted  securities  as that term is  defined in Rule 144 under the
Securities Act. In the event if we issue  additional  shares of our common stock
in private  placement  offerings or settlement  of debt,  those shares as issued
will be deemed  "restricted".  Although  the  Securities  Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions.

Any  significant  downward  pressure  on the  price of our  common  stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling  stockholders  or others.  Any such short sales could place
further downward pressure on the price of our common stock.

     THE TRADING  PRICE OF OUR COMMON STOCK ON THE OTC  BULLETIN  BOARD HAS BEEN
     AND MAY  CONTINUE TO  FLUCTUATE  SIGNIFICANTLY  AND  STOCKHOLDERS  MAY HAVE
     DIFFICULTY RESELLING THEIR SHARES.

                                       18
<PAGE>
Our common stock commenced trading on approximately  November 7, 2006 on the OTC
Bulletin Board and the trading price has  fluctuated.  In addition to volatility
associated  with  Bulletin  Board  securities  in  general,  the  value  of your
investment could decline due to the impact of any of the following  factors upon
the  market  price of our  common  stock:  (i)  disappointing  results  from our
discovery  or  development  efforts;  (ii) failure to meet our revenue or profit
goals or operating  budget;  (iii) decline in demand for our common stock;  (iv)
downward  revisions  in  securities  analysts'  estimates  or changes in general
market conditions;  (v) technological innovations by competitors or in competing
technologies;  (vi) lack of funding  generated for  operations;  (vii)  investor
perception of our industry or our prospects; and (viii) general economic trends.

In addition,  stock markets have experienced  price and volume  fluctuations and
the market prices of securities have been highly  volatile.  These  fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common  stock.  As a result,  investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

     ADDITIONAL  ISSUANCES  OF EQUITY  SECURITIES  MAY RESULT IN DILUTION TO OUR
     EXISTING STOCKHOLDERS.

Our Articles of  Incorporation  authorize the issuance of 150,000,000  shares of
common  stock.  The Board of Directors  has the  authority  to issue  additional
shares of our capital  stock to provide  additional  financing in the future and
the  issuance of any such shares may result in a reduction  of the book value or
market price of the  outstanding  shares of our common stock. If we do issue any
such  additional  shares,  such  issuance  also will  cause a  reduction  in the
proportionate ownership and voting power of all other stockholders.  As a result
of such dilution,  if you acquire shares of our common stock, your proportionate
ownership  interest  and voting  power  could be  decreased.  Further,  any such
issuances could result in a change of control.

     OUR COMMON  STOCK IS  CLASSIFIED  AS A "PENNY  STOCK" UNDER SEC RULES WHICH
     LIMITS THE MARKET FOR OUR COMMON STOCK.

Because our stock is not traded on a stock  exchange  or on the NASDAQ  National
Market or the NASDAQ  Small Cap  Market,  and  because  the market  price of the
common  stock has  fluctuated  and may trade at times at less than $5 per share,
the common stock may be classified as a "penny  stock." SEC Rule 15g-9 under the
Exchange Act imposes  additional sales practice  requirements on  broker-dealers
that  recommend the purchase or sale of penny stocks to persons other than those
who qualify as an  "established  customer"  or an  "accredited  investor."  This
includes the  requirement  that a broker-dealer  must make a determination  that
investments  in penny stocks are suitable for the customer and must make special
disclosures  to  the  customers  concerning  the  risk  of  penny  stocks.  Many
broker-dealers decline to participate in penny stock transactions because of the
extra requirements imposed on penny stock transactions. Application of the penny
stock  rules to our common  stock  reduces the market  liquidity  of our shares,
which in turn  affects the ability of holders of our common  stock to resell the
shares they  purchase,  and they may not be able to resell at prices at or above
the prices they paid.

     A DECLINE  IN THE PRICE OF OUR COMMON  STOCK  COULD  AFFECT OUR  ABILITY TO
     RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

                                       19
<PAGE>
A decline in the price of our common  stock could  result in a reduction  in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations.  Since our operations to date have been  principally
financed  through the sale of equity  securities,  a decline in the price of our
common stock could have an adverse  effect upon our  liquidity and our continued
operations.  A reduction  in our ability to raise  equity  capital in the future
would have a material  adverse  effect upon our  business  plan and  operations,
including  our ability to continue  our current  operations.  If our stock price
declines,  we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of this Annual Report,  there are no unresolved  comments pending
from the Securities and Exchange Commission.

ITEM 2. PROPERTIES

Our  principal  office  space is located  at 8655 East Via de Ventura  Suite G20
Scottsdale, AZ 85258. The office space is for corporate identification, mailing,
and courier  purposes only and is provided to Northern  Explorations at no cost,
relating to a previous business  relationship between us and our President/Chief
Executive  Officer.  The office and services related thereto may be cancelled at
any time.

ITEM 3. LEGAL PROCEEDINGS

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental authority or any other party involving us or our properties.  As of
the date of this Annual Report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding,  or (ii) has an adverse interest to us in
any legal  proceedings.  Management is not aware of any other legal  proceedings
pending or that have been threatened against us or our properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Notwithstanding  the disclosure below,  during fiscal year ended March 31, 2009,
no matters were submitted to our stockholders for approval.

Based upon review of a wide variety of factors considered in connection with the
change  in  corporate  name from  "Northern  Explorations  Ltd." to  "Clean  Gen
Corporation",  our board of  Directors  of the  Company  believed  that the name
change  would be in our best  interests  to  reflect  our  potential  additional
business operations. Our Board of Directors,  therefore, authorized and directed
the  submission  of an  Information  Statement  pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the "Information Statement").

The Information  Statement was filed with the Securities and Exchange Commission
on April 16, 2009.  We intended to circulate  the  Information  Statement to our
shareholders in connection with the taking of corporate action without a meeting
upon the written  consent of ten (10) or less  shareholders  holding of record a
majority of the outstanding  shares of the Company's  Common Stock (the "Written

                                       20
<PAGE>
Consent").  As of March 30,  2009 (the  "Record  Date"),  there were  33,240,000
shares of our common stock issued and outstanding. The names of the shareholders
who signed the Written  Consent and their  respective  equity  ownership were as
follows:  (i) Braemar Limited holding of record 9,000,000 shares of Common Stock
(27.08%);  and (ii) Med Ventures  Limited holding of record  9,000,000 shares of
Common Stock (27.08%).

The matters upon which action was to be taken effective  pursuant to the Written
Consent  included  approval of an amendment to the Articles of  Incorporation to
effectuate a name change to "Clean Gen Corporation".

On June 8, 2009, our Board of Directors made a determination not to proceed with
the change in corporate name. A definitive  Information  Statement was not filed
with the Securities and Exchange Commission and,  therefore,  not distributed to
our shareholders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
        PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "NXPN:OB"  commencing  September 2008. The market for our common stock is
limited,  and can be volatile.  The following  table sets forth the high and low
bid prices  relating to our common  stock on a  quarterly  basis for the periods
indicated  as  quoted by the  NASDAQ  stock  market.  These  quotations  reflect
inter-dealer prices without retail mark-up,  mark-down, or commissions,  and may
not reflect actual transactions.

       Quarter Ended                High Bid         Low Bid
       -------------                --------         -------

     September 30, 2008               $0.83           $0.60
     December 31, 2008                 1.02            0.89
     March 31, 2009                    0.67            0.57

----------
* Post-2009 Forward Stock Split

As of March 31,  2009,  we had 30  shareholders  of record  of  certificates  in
physical  form,  which does not include  shareholders  whose  shares are held in
street or nominee names.

DIVIDEND POLICY

No  dividends  have ever been  declared by the Board of  Directors on our common
stock.  Our  losses  do not  currently  indicate  the  ability  to pay any  cash
dividends,  and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.

                                       21
<PAGE>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have any equity compensation plan authorized or adopted. The table set
forth below presents information relating to our equity compensation plans as of
the date of this Annual Report:

<TABLE>
<CAPTION>
                                                                                               Number of Securities
                             Number of Securities to be                                      Remaining Available for
                              Issued Upon Exercise of      Weighted-Average Exercise          Future Issuance Under
                                Outstanding Options,          Price of Outstanding          Equity Compensation Plans
        Plan Category           Warrants and Rights(a)    Options, Warrants and Rights(b)     (excluding column (a))
        -------------           ----------------------    -------------------------------     ----------------------
<S>                           <C>                           <C>                               <C>

Equity Compensation Plans
Approved by Security Holders            n/a                           n/a                                n/a

Equity Compensation Plans Not           n/a                           n/a                                n/a
Approved by Security Holders
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this  Annual  Report and during  fiscal  year ended  March 31,
2009, we did not issue any shares of our common stock to provide capital through
private  placement  offerings  nor  issue  stock in  exchange  for our  debts or
pursuant to contractual agreements.
mated worth.

FORWARD STOCK SPLITS

JULY 2008 FORWARD STOCK SPLIT

On July 14, 2008, our Board of Directors, pursuant to minutes of written consent
in lieu of a special  meeting,  authorized  and approved the 2008 Forward  Stock
Split.  Each of our shareholders  holding one share of common stock was entitled
to receive  an  additional  five  shares of our  restricted  common  stock.  The
additional  shares of our common stock issued to the  shareholders in accordance
with the 2008  Forward  Stock  Split was mailed on  approximately  July 31, 2008
without any action on the part of the shareholders.

The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2008 Forward Stock Split was
in our best interests and of the shareholders. In our judgment, the 2008 Forward
Stock Split  resulted  in an  increase in our trading  float of shares of common
stock  available for sale resulting in  facilitation  of investor  liquidity and
trading  volume  potential.  The intent of the 2008  Forward  Stock Split was to
increase the marketability of our common stock.

                                       22
<PAGE>
The 2008 Forward Stock Split was effectuated with a record date of July 16, 2008
upon filing the appropriate  documentation  with NASDAQ.  The 2008 Forward Stock
Split increased issued and outstanding  shares of common stock from 5,540,000 to
approximately  33,240,000  shares of common stock. The current  authorized share
capital  continued to be  75,000,000  shares of common stock with a par value of
$0.001 per share.

APRIL 2009 FORWARD STOCK SPLIT

On March 30,  2009,  our Board of  Directors  authorized  and  approved the 2009
Forward Stock Split. Each of our shareholders  holding one share of common stock
was entitled to receive an additional two shares of our restricted common stock.
The  additional  shares  of our  common  stock  issued  to the  shareholders  in
accordance with the 2009 Forward Stock Split was mailed on  approximately  April
28, 2009 without any action on the part of the shareholders.

The 2009 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2009 Forward Stock Split was
in our best interests and of the  shareholders.  Certain  factors were discussed
among the  members of the Board of  Directors  concerning  the need for the 2009
Forward Stock Split, including the increased potential for financing. The intent
of the 2009 Forward Stock Split is to increase the  marketability  of our common
stock.

The 2009 Forward Stock Split was  effectuated  on April 28, 2009 upon filing the
appropriate  documentation  with NASDAQ.  The 2009 Forward Stock Split increased
our total  issued and  outstanding  shares of common  stock from  33,240,000  to
approximately  99,720,000 shares of common stock. The common stock will continue
to be $0.001 par value.

ITEM 6. SELECTED FINANCIAL DATA

The following selected  financial  information is qualified by reference to, and
should  be read in  conjunction  with our  financial  statements  and the  notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operation"  contained elsewhere herein. The selected income statement
data for fiscal  years ended March 31,  2009 and 2008 and the  selected  balance
sheet  data as of  March  31,  2009  and  2008  are  derived  from  our  audited
consolidated financial statements which are included elsewhere herein.

                                       23
<PAGE>
                                                             For the Period from
                                     Fiscal Years Ended        November 17, 2004
                                          March 31,             (inception) to
                                       2009 and 2008            March 31, 2009
                                 -------------------------      --------------
STATEMENT OF OPERATIONS DATA

REVENUE
  Revenues                       $       0       $       0         $       0

OPERATING COSTS
  Administrative expenses        $ 162,648       $  13,793         $ 202,478

NET INCOME (LOSS)                $(162,648)      $ (13,793)        $(202,478)

BALANCE SHEET DATA

Total Assets                     $     620       $     270

Total Liabilities                  171,098           8,100

Stockholders Equity (Deficit)    $(170,478)      $  (7,830)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
        OF OPERATION

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period from  inception  (November 17, 2004) to fiscal year ended March 31, 2009,
including  the notes to those  financial  statements  which are included in this
Annual Report.  The following  discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have not generated any revenue to date.
The following  table sets forth selected  financial  information for the periods
indicated.  We have incurred recurring losses to date. Our financial  statements
have been  prepared  assuming  that we will  continue  as a going  concern  and,
accordingly,  do not  include  adjustments  relating to the  recoverability  and
realization of assets and  classification of liabilities that might be necessary
should we be unable to continue in operation.

We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

                                       24
<PAGE>
RESULTS OF OPERATION

FISCAL YEAR ENDED MARCH 31, 2009 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2008.

Our net loss for fiscal year ended March 31, 2009 was  ($162,648)  compared to a
net loss of  ($13,793)  during  fiscal year ended March 31, 2008 (an increase of
$148,855).  During  fiscal  years  ended  March 31,  2009 and  2008,  we did not
generate any revenue.

During  fiscal year ended March 31,  2009,  we  incurred  operating  expenses of
approximately  $162,648  compared to $13,793  incurred  during fiscal year ended
March 31, 2008 (an increase of  $148,855).  These  operating  expenses  incurred
during fiscal year ended March 31, 2009 consisted of: (i)  professional  fees of
$30,500 (2008:  $10,500);  (ii) management and consulting fees of $75,000 (2008:
$0); and (iii) general and administrative of $57,148 (2008: $3,293).

Operating  expenses incurred during fiscal year ended March 31, 2009 compared to
fiscal year ended March 31, 2008  increased  primarily due to the  incurrence of
professional  fees associated with the increased scope and scale of our business
operations.  General and  administrative  expenses  incurred  during fiscal year
ended  March 31, 2009  compared  to fiscal  year ended March 31, 2008  increased
primarily  due to our  reporting  requirements  as a public  company  under  the
Securities Exchange Act of 1934, as amended. General and administrative expenses
generally include corporate  overhead,  financial and administrative  contracted
services, marketing, and consulting costs.

Our net loss during  fiscal year ended March 31, 2009 was  ($162,648) or ($0.00)
per share compared to a net loss of ($13,793) or ($0.00) per share during fiscal
year ended March 31, 2008. The weighted average number of shares outstanding was
99,720,000 for fiscal years ended March 31, 2009 and March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MARCH 31, 2009

As at fiscal year ended  March 31,  2009,  our current  assets were $620 and our
current  liabilities were $171,098,  which resulted in a working capital deficit
of  ($170,478).  As at fiscal year ended  March 31,  2009,  current  assets were
comprised of cash in the amount of $620. As at fiscal year ended March 31, 2009,
current  liabilities  were comprised of: (i) $18,670 in accounts  payable;  (ii)
$53,928 in accrued liabilities; and (iii) $98,500 in loan from related party.

As at March 31, 2009,  our total assets were $620  comprised of current  assets.
The increase in total assets during fiscal year ended March 31, 2009 from fiscal
year ended March 31, 2008 was primarily due to the increase in cash.

As at March 31, 2009, our total liabilities were $171,098  comprised entirely of
current liabilities.  The increase in liabilities during fiscal year ended March
31, 2009 from fiscal year ended March 31, 2008 was  primarily  due to the amount

                                       25
<PAGE>
due to  increase  in  accounts  payable,  accrued  liabilities  and in loan from
related party.

Stockholders'  equity  (deficit)  increased  from ($7,830) for fiscal year ended
March 31, 2008 to ($170,478) for fiscal year ended March 31, 2009.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities.  For fiscal
year ended  March 31,  2009,  net cash flows used in  operating  activities  was
($91,650),  consisting  primarily  of a net loss of  ($162,648).  Net cash flows
provided in operating  activities was changed by $70,998 relating to an increase
in  accounts  payable.  For fiscal  year ended  March 31,  2008,  net cash flows
provided in operating  activities was ($13,773),  consisting  primarily of a net
loss of ($13,793).  Net cash flows used in operating  activities  was changed by
$20 relating to an increase in accounts payable.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal years ended March 31, 2009 and March 31, 2008, net cash flows used in
investing activities was $-0-.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance of equity and debt  instruments.  For fiscal year ended March 31, 2009,
net cash flows provided from financing activities was $92,000 compared to $6,500
for fiscal year ended March 31, 2008.  Cash flows from financing  activities for
fiscal  year ended  March 31,  2009  consisted  of $92,000 in loan from  related
party. Cash flows from financing activities for fiscal year ended March 31, 2008
consisted of $6,500 in loan from related party.

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling  initiatives on current properties and future properties;  and
(iii) future  property  acquisitions.  We intend to finance these  expenses with

                                       26
<PAGE>
further issuances of securities,  and debt issuances.  Thereafter,  we expect we
will need to raise  additional  capital and generate  revenues to meet long-term
operating  requirements.  Additional  issuances  of equity or  convertible  debt
securities will result in dilution to our current  shareholders.  Further,  such
securities  might have rights,  preferences  or privileges  senior to our common
stock.  Additional  financing may not be available upon acceptable  terms, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  we may not be  able  to  take  advantage  of  prospective  new  business
endeavors or opportunities,  which could  significantly and materially  restrict
our business operations.

MATERIAL COMMITMENTS

As of the date of this Annual Report,  and other than our obligations  under the
Consulting Agreement, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

GOING CONCERN

The independent  auditors' report  accompanying our March 31, 2009 and March 31,
2008  financial   statements  contains  an  explanatory   paragraph   expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

As of the date of this  Annual  Report,  management  does not  believe  that any
recently issued accounting standards,  as adopted or to be adopted, could have a
material effect on the accompanying financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Report of Independent Registered Public Accounting Firm Dated June 9, 2009.

Balance Sheets as at March 31, 2009 and March 31, 2008.

Statements  of  Operations  For Fiscal  Years Ended March 31, 2009 and March 31,
2008 and for the Period From November 17, 2004 (Inception) to March 31, 2009.

Statement  of  Stockholders'  Equity  for the  Period  From  November  17,  2004
(Inception) to March 31, 2009.

Statements of Cash Flows for the Fiscal Years Ended March 31, 2009 and March 31,
2008 and for the Period From November 17, 2004 (Inception) to March 31, 2009.

Notes to Financial Statements.

                                       27
<PAGE>
                           Chang G. Park, CPA, Ph. D.
              * 2667 CAMINO DEL RIO S. SUITE B * CALIFORNIA 92108 *
       * TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480 *
                         * E-MAIL changgpark@gmail.com *


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Northern Explorations, Ltd.
(An Exploration Stage Company)

We have audited the accompanying  balance sheet of Northern  Explorations,  Ltd.
(the exploration  stage "Company") as of March 31, 2009 and 2008 and the related
statements of operation,  changes in shareholders' equity and cash flows for the
years then ended and for the period from November 17, 2004  (inception) to March
31, 2009.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Northern Explorations,  Ltd. as
of March 31, 2009 and 2008,  and the results of its operation and its cash flows
for the years then ended and the period of  November  17,  2004  (inception)  to
March 31, 2009 in conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang Park
---------------------------------
CHANG G. PARK, CPA

June 9, 2009
San Diego, CA. 92108


        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                       28
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       As of               As of
                                                                     March 31,           March 31,
                                                                       2009                2008
                                                                     ---------           ---------
<S>                                                                  <C>                 <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                               $     620           $     270
                                                                     ---------           ---------
TOTAL CURRENT ASSETS                                                       620                 270
                                                                     ---------           ---------

      TOTAL ASSETS                                                   $     620           $     270
                                                                     =========           =========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                   $  18,670           $   1,600
  Accrued Liabilities                                                   53,928
  Loan from related party                                               98,500               6,500
                                                                     ---------           ---------
TOTAL CURRENT LIABILITIES                                              171,098               8,100

      TOTAL LIABILITIES                                                171,098               8,100

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 150,000,000 shares
   authorized; 99,720,000 and 99,720,000 shares issued and
   outstanding as of March 31, 2009 and 2008, respectively)             99,720              99,720
  Additional paid-in capital                                           (67,720)            (67,720)
  Deficit accumulated during exploration stage                        (202,478)            (39,830)
                                                                     ---------           ---------
TOTAL STOCKHOLDERS' EQUITY                                            (170,478)             (7,830)
                                                                     ---------           ---------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                       $     620           $     270
                                                                     =========           =========
</TABLE>


                        See Notes to Financial Statements

                                       29
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                            Statements of Operations
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      November 17, 2004
                                                                                         (inception)
                                              Year Ended            Year Ended             through
                                               March 31,             March 31,             March 31,
                                                 2009                  2008                  2009
                                              -----------           -----------           -----------
<S>                                           <C>                   <C>                   <C>
REVENUES
  Revenues                                    $        --           $        --           $        --
                                              -----------           -----------           -----------
TOTAL REVENUES                                         --                    --                    --

OPERATING COSTS
  Administrative Expenses                         162,648                13,793               202,478
                                              -----------           -----------           -----------
TOTAL OPERATING COSTS                             162,648                13,793               202,478
                                              -----------           -----------           -----------

NET INCOME (LOSS)                             $  (162,648)          $   (13,793)          $  (202,478)
                                              ===========           ===========           ===========

BASIC AND DILUTED EARNINGS PER SHARE          $     (0.00)          $     (0.00)
                                              ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                     99,720,000            99,720,000
                                              ===========           ===========
</TABLE>


                        See Notes to Financial Statements

                                       30
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
            From November 17, 2004 (Inception) through March 31, 2009
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                                   Common       Additional       During
                                                    Common         Stock         Paid-in       Exploration
                                                    Stock          Amount        Capital         Stage          Total
                                                    -----          ------        -------         -----          -----
<S>                                               <C>           <C>            <C>            <C>             <C>

BALANCE, NOVEMBER 17, 2004                               --       $    --       $     --       $      --      $      --

Stock issued for cash on December 7, 2004
 @ $0.0000556 per share                          54,000,000        54,000        (51,000)                         3,000

Stock issued for cash on December 22, 2004
 @ $0.000556 per share                           45,000,000        45,000        (20,000)                        25,000

Stock issued for cash on January 17, 2005
 @ $0.00556 per share                               720,000           720          3,280                          4,000

Net loss, March 31, 2005                                                                          (4,328)        (4,328)
                                                -----------       -------       --------       ---------      ---------
BALANCE, MARCH 31, 2005                          99,720,000        99,720        (67,720)         (4,328)        27,672
                                                ===========       =======       ========       =========      =========

Net loss, March 31, 2006                                                                         (13,201)       (13,201)
                                                -----------       -------       --------       ---------      ---------
BALANCE, MARCH 31, 2006                          99,720,000        99,720        (67,720)        (17,529)        14,471
                                                ===========       =======       ========       =========      =========

Net loss, March 31, 2007                                                                          (8,508)        (8,508)
                                                -----------       -------       --------       ---------      ---------
BALANCE, MARCH 31, 2007                          99,720,000        99,720        (67,720)        (26,037)         5,963
                                                ===========       =======       ========       =========      =========

Net loss, March 31, 2008                                                                         (13,793)       (13,793)
                                                -----------       -------       --------       ---------      ---------
BALANCE, MARCH 31, 2008                          99,720,000        99,720        (67,720)        (39,830)        (7,830)
                                                ===========       =======       ========       =========      =========

Net loss, March 31, 2009                                                                        (162,648)      (162,648)
                                                -----------       -------       --------       ---------      ---------
BALANCE, MARCH 31, 2009                          99,720,000       $99,720       $(67,720)      $(202,478)     $(170,478)
                                                ===========       =======       ========       =========      =========
</TABLE>


                        See Notes to Financial Statements

                                       31
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    November 17, 2004
                                                                                                       (inception)
                                                                Year Ended          Year Ended           through
                                                                 March 31,           March 31,           March 31,
                                                                   2009                2008                2009
                                                                 ---------           ---------           ---------
<S>                                                              <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                              $(162,648)          $ (13,793)          $(202,478)
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                         70,998                  20              72,598
                                                                 ---------           ---------           ---------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (91,650)            (13,773)           (129,880)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                  --                  --

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase loan from related party                                  92,000               6,500              98,500
  Issuance of common stock                                              --                  --               5,540
  Additional paid-in capital                                            --                  --              26,460
                                                                 ---------           ---------           ---------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       92,000               6,500             130,500
                                                                 ---------           ---------           ---------

NET INCREASE (DECREASE) IN CASH                                        350              (7,273)                620

CASH AT BEGINNING OF PERIOD                                            270               7,543                  --
                                                                 ---------           ---------           ---------

CASH AT END OF PERIOD                                            $     620           $     270           $     620
                                                                 =========           =========           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                       $      --           $      --           $      --
                                                                 =========           =========           =========
  Income Taxes                                                   $      --           $      --           $      --
                                                                 =========           =========           =========
</TABLE>


                        See Notes to Financial Statements

                                       32
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was  incorporated  in the State of Nevada on November 17, 2004,  and
its  year-end is March  31st.  The Company is an  Exploration  Stage  Company as
defined by  Statement  of  Financial  Accounting  Standard  ("SFAS")  No. 7. The
Company is a natural  resource  exploration  and  production  company  currently
engaged in the  exploration,  acquisition  and  development of properties in the
United  States and within  North  America.  The Company is  currently  reviewing
potential  acquisitions in the natural  resource sector and is in the process of
completing a due diligence investigation of various opportunities in the oil and
gas sector, as well as the base and precious metals sectors.

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of  $162,648  since   inception  and  further  losses  are  anticipated  in  the
development  of its  business  raising  substantial  doubt  about the  Company's
ability to  continue  as a going  concern.  Its  ability to  continue as a going
concern is  dependent  upon the ability of the  Company to  generate  profitable
operations in the future  and/or to obtain the  necessary  financing to meet its
obligations  and repay its liabilities  arising from normal business  operations
when they come due.  Management has plans to seek  additional  capital through a
private  placement  and public  offering  of its  common  stock.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or the amounts of and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have, in management's  opinion,  been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant accounting policies summarized below:

a) Mineral Property Costs

The Company has been in the  exploration  stage since its  formation on November
17, 2004 and has not yet realized any revenues from its planned  operations.  It
is primarily  engaged in the acquisition and exploration of natural resource and
mining  properties.  Mineral  property  acquisition  and  exploration  costs are
charged to operations as incurred.  When it has been  determined that a property
can be economically  developed as a result of  establishing  proven and probable
reserves,  the costs incurred to develop such property,  are  capitalized.  Such
costs will be amortized using the units-of-production  method over the estimated
life of the probable reserve.

                                       33
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b) Use of Estimates and Assumptions

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

c) Financial Instruments

The  carrying  value of cash,  and  accounts  payable  and  accrued  liabilities
approximates   their  fair  value  because  of  the  short   maturity  of  these
instruments.  The  Company's  operations  are in Canada and virtually all of its
assets and liabilities  are giving rise to significant  exposure to market risks
from changes in foreign currency rates. The Company's financial risk is the risk
that  arises  from  fluctuations  in  foreign  exchange  rates and the degree of
volatility  of these  rates.  Currently,  the  Company  does not use  derivative
instruments to reduce its exposure to foreign currency risk.

d) Environmental Costs

Environmental  expenditures  that  relate to current  operations  are charged to
operations  or  capitalized  as  appropriate.  Expenditures  that  relate  to an
existing  condition  caused by past  operations,  and which do not contribute to
current or future revenue generation, are charged to operations. Liabilities are
recorded when  environmental  assessments  and/or remedial efforts are probable,
and the  cost  can be  reasonably  estimated.  Generally,  the  timing  of these
accruals  coincides with the earlier of completion of a feasibility study or the
Company's commitments to plan of action based on the then known facts.

e) Income Taxes

The Company uses the asset and liability  method of accounting  for income taxes
in accordance with SFAS No. 109 - "Accounting  for Income Taxes".  This standard
requires the use of an asset and liability approach for financial accounting and
reporting  on income  taxes.  If it is more likely than not that some portion or
all of a deferred  tax asset will not be  realized,  a  valuation  allowance  is
recognized.

                                       34
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f) Basic and Diluted Net Loss Per Share

The  Company  reports  basic  loss per share in  accordance  with SFAS No. 128 -
"Earnings  Per  Share".  Basic  loss per share is  computed  using the  weighted
average number of common stock outstanding  during the period.  Diluted loss per
share is computed using the weighted  average  number of common and  potentially
dilutive common stock  outstanding  during the period.  As the Company generated
net losses in the period presented,  the basic and diluted loss per share is the
same, as any exercise of options or warrants would be anti-dilutive.

g) Comprehensive Loss

SFAS No. 130, "Reporting  Comprehensive  Income," establishes  standards for the
reporting and display of comprehensive  loss and its components in the financial
statements.  As at March 31,  2009,  the Company  has no items that  represent a
comprehensive loss and, therefore,  has not included a schedule of comprehensive
loss in the financial statements.

h) Cash and Cash Equivalents

For  purposes  of the balance  sheet and  statement  of cash flows,  the Company
considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.

i) New Accounting Standards

Management  does not believe that any recently  issued,  but not yet  effective,
accounting standards,  if currently adopted, could have a material effect on the
accompanying financial statements.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated a net loss of
$202,478 during the period from November 17, 2004 (inception) to March 31, 2009.
This condition raises  substantial doubt about the Company's ability to continue
as a going concern.  The Company's  continuation as a going concern is dependent
on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       35
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 3. GOING CONCERN (Continued)

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will attempt to raise.  There is no guarantee  that the
Company will be able to raise any capital through any type of offerings.

NOTE 4. MINERAL PROPERTY

Pursuant to a mineral  property  option  agreement  dated  January 4, 2005,  and
amended on December 31,  2006,  the Company was granted an option to acquire the
sole and exclusive  right,  privilege  and option to explore the claim  together
with the sole and  exclusive  right,  privilege  and  option to  purchase  a 90%
interest  in the Cade  Claim  located  in the Nicola  Mining  Division,  British
Columbia, Canada, for:

a) Cash Payments

Cash payment of $2,500 by March 31, 2005 (paid on March 17, 2005).  Cash payment
of $1,000 by December 31, 2006 (paid December 31, 2006).

b) Expenditure Commitments

Expenditures  for  exploration  and  development  work on the Claim totalling at
least $15,000 by December 31, 2007, which work shall be conducted by the Company
under the direction of a qualified geologist or project engineer, as follows:

     -    $5,000 in  expenditures  on the Claim by  December  31,  2005 (paid on
          December 6, 2005); and

     -    an  additional  $10,000 in  expenditures  on the Claim by December 31,
          2007.

c) Assessment Work

On December 31, 2007,  our interest in the Cade Mineral  Claim lapsed due to our
inability to incur minimum exploration expenditures on the Cade Mineral Claim.

NOTE 5. SHARE CAPITAL

On December 7, 2004, the Company sold  54,000,000  shares of its common stock at
$0.0000556 per share. On December 22, 2004, the Company sold  45,000,000  shares
of its common stock at  $0.000556  per share.  On January 17, 2005,  the Company
sold 720,000 shares of its common stock at $0.00556 per share.

                                       36
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 5. SHARE CAPITAL (continued)

On July 14, 2008,  the company  authorized and approved a forward stock split of
six for one (6:1) of the total issued and  outstanding  shares of common  stock.
The forward stock split increased issued and outstanding  shares of common stock
from 5,540,000 to 33,240,000 shares of common stock.

On March 30, 2009, the company  authorized and approved a forward stock split of
three for one (3:1) of the total issued and outstanding  shares of common stock.
The forward stock split increased issued and outstanding  shares of common stock
from  33,240,000  to 99,720,000  shares of common stock.  All share amounts have
been retroactively adjusted for all periods presented.

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2009:

     *    Common  stock,  $ 0.001  par  value:  150,000,000  shares  authorized;
          99,720,000 shares issued and outstanding.

At March 31, 2009, there were no outstanding stock options or warrants.

NOTE 6. INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until
realization  is more likely than not.  The Company has  incurred  net  operating
losses of $162,648,  which expire in 2028. Pursuant to SFAS No. 109, the Company
is required to compute  tax asset  benefits  for net  operating  losses  carried
forward.  Potential  benefit of net operating losses have not been recognized in
these financial statements because the Company cannot be assured that it is more
likely than not it will  utilize the net  operating  losses  carried  forward in
future years.

The  components  of the net  deferred  tax  asset at  March  31,  2009,  and the
statutory  tax  rate,  the  effective  tax rate and the  elected  amount  of the
valuation allowance are indicated below:

                  Net operating loss              $ 202,478
                  Statutory tax rate                     34%
                                                  ---------
                  Deferred tax asset              $  68,843
                  Valuation allowance               (68,843)
                                                  ---------

                  Net deferred tax asset          $      --
                                                  =========

                                       37
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2009
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 7. FOREIGN CURRENCY TRANSLATION

Functional  currency for the Company is in US dollars.  In accordance  with FASB
#52 paragraph 9 the Company will continue to issue their financial statements in
their established  functional  currency unless  significant  changes in economic
facts and  circumstances  indicate  clearly  that the  functional  currency  has
changed.

NOTE 8. RELATED PARTY TRANSACTION

Since  inception  through  the period  ended  March 31,  2009 a  director  and a
principal  shareholder of the company,  advanced the company funds in the amount
of $98,500.  The balance is unsecured and interest free with no specified  terms
of repayment.

The office space  utilized by the Company is provided by the director.  The cost
of the space is $1,778 per month.  If the Company has the funds  available  they
will reimburse the cost of the space to the director on a month to month basis.

NOTE 9. CONSULTING AGREEMENT

On February 5, 2009 the Company entered into a consulting agreement with Capital
Consulting, Inc., a corporation of which the Company's President/Chief Executive
officer,  Mr.  Schaftlien,  an  independent  contractor,  to  provide  financial
consulting  services to the  Company.  In  consideration  for the  services  the
Company agreed to pay Capital Consulting, Inc. compensation of $10,000 per month
beginning  February  2009  through  July 2009 and $15,000 per month  August 2009
through January 2010.

NOTE 10. SUBSEQUENT EVENT

Effective  May  13,  2009  the  Company  has  changed  its  name  to  Clean  Gen
Corporation.

                                       38
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Our principal  independent  registered  public accounting firm is Chang G. Park,
CPA. In connection  with the  appointment of Chang G. Park, CPA as our principal
registered  accounting  firm,  we have not consulted  Chang G. Park,  CPA on any
matter  relating  to the  application  of  accounting  principles  to a specific
transaction, either completed or contemplated, or the type of audit opinion that
might be rendered on our financial statements.

The reports of Change G. Park CPA on our  financial  statements  for each of the
fiscal years ended March 31, 2009 and 2008 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified as to uncertainty,  audit scope or
accounting principles, other than to state that there is substantial doubt as to
our ability to continue as a going concern.  During our fiscal years ended March
31,  2009 and 2008,  there were no  disagreements  between us and Chang G. Park,
CPA,  whether  or not  resolved,  on any  matter  of  accounting  principles  or
practices,  financial  statement  disclosure,  or auditing  scope or  procedure,
which,  if not resolved to the  satisfaction  of Chang G. Park,  CPA, would have
caused  Chang G. Park CPA to make  reference  thereto  in their  reports  on our
audited consolidated financial statements.

ITEM 9A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information  required to
be  disclosed by us in the reports that we file or submit under the Exchange Act
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the  issuer's  management,  including  its  principal  executive  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

An evaluation was conducted under the supervision and with the  participation of
our management,  including Richard Novis, our President/Chief  Executive Officer
until  August  18,  2008,  Donald C.  Cameron as our  President/Chief  Executive
Officer from August 18, 2008 through  November 17, 2008,  Ralph  Claussner,  our
President/Chief  Executive  Officer from November 17, 2008 through  February 11,
2009, and Mark Schaftlein,  our current  President/Chief  Executive Officer, and
David Naylor,  our Chief Financial  Officer,  of the effectiveness of the design

                                       39
<PAGE>
and operation of our  disclosure  controls and  procedures as of March 31, 2009.
Based on that evaluation,  Messrs.  Novis,  Cameron,  Claussner,  Schaftlein and
Naylor concluded that our disclosure  controls and procedures were not effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  This  evaluation  included  review  of the  documentation  of  controls,
evaluation  of the design  effectiveness  of controls,  testing of the operating
effectiveness  of controls and a conclusion  on this  evaluation.  Based on this
evaluation,  management  concluded  that our  internal  control  over  financial
reporting was not effective as of March 31, 2009 due to lack of audit committee.
Such officers also  confirmed  that there was no change in our internal  control
over  financial  reporting  during  fiscal  year ended  March 31,  2009 that has
materially affected,  or is reasonably likely to materially affect, our internal
control  over  financial  reporting.  However,  management  is in the process of
creating a new audit committee to remediate such material weakness; furthermore,
we intend to hire a consulting  firm to assess,  review and conduct  appropriate
operational  testing  effectiveness  of  our  internal  control  over  financial
reporting.

This  annual  report  does not include an  attestation  report of the  Company's
registered public accounting firm, Chang G. Park, CPA regarding internal control
over financial reporting.  Management's report was not subject to attestation by
our  registered  public  accounting  firm  pursuant  to  temporary  rules of the
Security and  Exchange  Commission  that permit us to provide only  management's
report in this Annual Report.

CHANGES IN INTERNAL CONTROLS

No change in our internal control over financial  reporting (as defined in Rules
13a-15(f)  and  15d-15(f)  under the Exchange  Act)  occurred  during the fiscal
quarter  ended  March  31,  2009;  however,  we do not  currently  have an audit
committee and management  recognizes  this a material  weakness which affect our
internal control over financial  reporting,  management intend to remediate such
material weakness before the end of the second quarter 2009."

ITEM 9A(T)

Not applicable.

ITEM 9B. OTHER INFORMATION

Not applicable.

                                       40
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors  hold office until the next annual  general  meeting of the
shareholders or until their  successors are elected and qualified.  Our officers
are  appointed  by our board of directors  and hold office  until their  earlier
death, retirement, resignation or removal.

Our directors and executive officers, their ages, positions held are as follows:

Name                   Age              Position with the Company
----                   ---              -------------------------

Mark Schaftlein         51     President, Chief Executive Officer and a Director

David Naylor            45     Chief Financial Officer

P. Andrew Jeschke       58     Chief Operating Officer

Richard Novis           58     Director

Darrin Holman           42     Director

Stephan Mohan           33     Director

Alan Lomax              27     Director

BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each director,  executive officer and key employee during at least the past five
years,  indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

MARK SCHAFLEIN.  Mr. Schaftlein has been our  President/Chief  Executive Officer
and a member of our board of directors  since  February  11, 2009.  For the past
twenty years,  Mr.  Schaftlein has been involved in the consulting and financial
services business.  Since July 2000, Mr. Schaftlein has been the chief executive
officer of Capital  Consulting  Inc., a financial  consulting and advisory firm.
Mr.  Schaftlein has also been a consultant with Ocean Avenue Advisors LLC, which
provided advisory services, and with IW Miller Group Inc. From approximately May
1997 until 2000, Mr.  Schaftlein served as president and chief executive officer
of Westmark Group Holdings Inc. During 2003 and 2004, Mr. Schaftlein served as a
consultant and the chief financial officer of Far East Energy Corp.

                                       41
<PAGE>
Prior to starting Capital Consulting Inc. and joining Ocean Avenue Advisors LLC,
Mr.  Schaftlein spent eighteen years in financial  services and mortgage banking
with Citigroup as well as serving in various executive management positions with
various publicly traded  companies.Mr.  Schaftlein is a 1980 graduate of Western
Kentucky University with a degree in business administration

DAVID NAYLOR.  Mr. Naylor has been our Chief  Financial  Officer and a member of
our Board of Directors  since  October 29, 2008.  He resigned as a member of our
Board of Directors on June 8, 2009. For the past fifteen  years,  Mr. Naylor has
been  involved in  financial  management  of private and public  companies.  Mr.
Naylor has an extensive financial  background,  including accounting  expertise,
and an analytical  ability to improve management  practices.  From approximately
October 2003 to current  date,  Mr.  Naylor was the chief  financial  officer of
Silver Star  Energy,  which is a company  that  progressed  from a start-up to a
producing  oil and gas company.  From  approximately  September  2002 to October
2003, Mr. Naylor was a commodity tax auditor with the British Columbia  Ministry
of Provincial Revenue. Prior to 2002, Mr. Naylor was employed for over ten years
by a large  media  publishing  company.  Mr.  Naylor is a  Certified  Management
Accountant  (CMA) with over twenty years  experience.  Mr. Naylor graduated from
the British Columbia Institute of Technology.

P. ANDREW JESCHKE.  Mr. Jeschke has been our Chief Operating  Officer since June
8,  2009.  For the  past  twenty  years,  Mr.  Jeschke  has been  involved  with
Millennium Energy Inc. in Montecito, California. Since October 1994, Mr. Jeschke
has been  the  co-founder  and  owner  of  Millennium  Energy  Inc.,  where  his
responsibilities   included  conducting   research,   evaluating   technologies,
formulating strategies,  developing business plans, publishing papers and acting
as an advocate for the  development  of  next-generation  clean energy  projects
integrating  conventional and renewable energy, process power, synthetic natural
gas, coal-to-liquid,  multi-generation and CO2 capture and storage technologies.
Mr. Jeschke is involved with  development of a flat-plate  solar thermal project
to  pre-heat  steam  generator  feedwater  in  California  oilfields  and  large
stationary  grid-connected  fuel cell  power  plants  integrated  into  hothouse
growers' operations to reduce natural gas usage and CO2 and pollutant emissions.
He also  independently  developed the Cogen2,  Certificate of Lifetime Emissions
Offset and Gro-Gen  concepts  designed  to let free  markets  force  large-scale
reductions  in  global   pollution,   water  usage  and  CHG   emissions.   From
approximately July 1985 through October 2005, Mr. Jeschke was the founder, chief
executive  officer,   president,   director  and  the  exploration  manager  and
consultant   for  Public  and  Private   Independent   Energy   Operators.   His
responsibilities  included organization of corporations and planned,  funded and
managed  multi-million  dollar  energy  projects.  He performed or  commissioned
numerous   proprietary   engineering,   geologic,   geophysical,   economic  and
environmental  studies,  technical reports,  business plans,  funding proposals,
economic forecasts and due diligence reviews. He also performed  statistical and
economic analyses, geological research,  geophysical testing and interpretation.
From   approximately   July  1981  through  July  1985,   Mr.  Jeschke  was  the
interpretation geophysicist for Exxon Company USA, where he analyzed, integrated
and  interpreted   geophysical  and  geological  data,   constructed  subsurface
structural and isopach maps and general exploratory oil and gas projects.

Mr. Jeschke earned a B.Sc in Geology, cum laude, in 1979, from the University of
New Hampshire.  He has earned numerous awards including  Congressional Antarctic
Service Medal of the United States in 1980, the Cum Laude Graduation Honors 1979
Bachelor of Science,  the National  Association General Contractors  Scholarship
1976,  1977, the New Hampshire Lord  Scholarship and Honorable  Mention 1979 and

                                       42
<PAGE>
1980 in NSF Student  Originated  Research  Competition  and Graduate  Fellowship
Competition, respectively.

RICHARD  NOVIS.   Richard  Novis  has  been  one  of  our  directors  since  our
incorporation on November 17, 2004. He previously  acted as our  President/Chief
Executive Officer/Chief  Financial  Officer/Secretary since our incorporation on
November 17, 2004 and resigning  August 18, 2008. Mr. Novis is a graduate of the
Burnaby based British Columbia Institute of Technology where he earned a diploma
in financial administration.  He also completed additional courses in economics,
marketing and human resources at the University of British Columbia in Vancouver
and Simon  Fraser  University  in Burnaby.  From 1999 to present,  Mr. Novis has
acted as manager of 416398  B.C.  Ltd dba Micro Cap et al, a private  Vancouver,
British Columbia based business involved in providing  marketing,  promotion and
investor relations services to private and reporting  companies.  These services
involve  preparing  promotional and investor  relations  materials,  introducing
clients  to  potential  underwriters  and  financiers,  and  communicating  with
investment  dealers,  advisers  and  shareholders  to increase  awareness of and
interest in the client companies.  From July 2004 to present,  he has also acted
as president,  secretary,  treasurer and a director of  International  Oil & Gas
Inc., a United States company involved in oil and gas exploration.

DARRIN HOLMAN. Mr. Holman has been on our Board of Directors since June 8, 2009.
For the past ten years,  Mr.  Holman  has been  involved  in  project  planning,
execution and management.  Mr. Holman's experience  includes  alternative energy
and large construction  projects.  He managed the construction of the Tacke Wind
Farm in  Tehachapi,  California,  the  then-largest  wind  farm  development  in
California.  He was also  the  millwright  for Cal  Energy  Geothermal  Plant in
Sonoma, California,  and for Redding Cogeneration Plant in Redding,  California.
From  approximately  January  2008 to present,  Mr.  Holman has been the project
manager  for  the  Holm  Construction  Company  in  Knoxville,  Tennessee.  From
approximately  January 2007 to January 2008, Mr. Holman was the construction and
design manager for US Cellular Corporation. From approximately September 2005 to
January  2008,  Mr.  Holman  was the chief  managing  officer  for Cool  Springs
Development & Construction LLC in Knoxville, Tennessee. From approximately March
2004 to September 2005, Mr. Holman was the project  manager for Holm Court,  LLC
in Knoxville, Tennessee.

During  2001-2003,  Mr.  Holman  earned a Doctor  of  Ministry  and a Degree  of
Ministry - Pastoral  Ministries  from the Golden  State  School of  Theology  in
Peterstown West Virginia. He also earned a Bachelor of Theology, Summa Cum Laude
in 1999 from the Golden State School of Theology.

STEPHAN MOHAN.  Mr. Mohan has been on our Board of Directors since June 8, 2009.
For the past ten years,  Mr. Mohan has held executive  positions with experience
in general operations,  sales,  business  development and multi-channel  product
distribution  involving both start-up and growth organizations.  He has specific
expertise with planning and  forecasting,  finance,  marketing,  profit and loss
analysis,  strategic large account  selling,  technical sales, and contracts and
bids. From approximately  November 2007 through February 2009, Mr. Mohan was the
chief executive  officer for Global Medical Research in Austin,  Texas, in which
he lead  operations  and  strategic  direction for full product  portfolio.  His
responsibilities included all facets of corporate management. From approximately
2004 through 2007, Mr. Mohan was the vice president of business  development for
Frost & Sullivan in San Antonio,  Texas, where he had responsibility over sales,

                                       43
<PAGE>
production,  personnel  management  and  profit  and  loss  for  the  healthcare
practice.  He  orchestrated  a successful  growth rate  managing  over 18 direct
reports at the director,  sales management and strategic account levels. He lead
the leadership  team that  transformed  the business model from a  transactional
based  model to a  renewable  based  model.  And,  he  developed,  launched  and
implemented  the first  key  account  strategy  initiative  causing  significant
results in client  satisfaction,  retention and value. From  approximately  1999
through 2004,  Mr. Mohan was the national  strategic  accounts  manager for Reed
Business Information in Austin, Texas, where his duties included market planning
and  analysis.  He lead a team of direct and  broker  sales  representatives  to
further develop key corporate accounts.

Mr.  Mohan  earned a BA in  Communications  from  Bridgewater  State  College in
Bridgewater, Massachusetts. He is a Professional Selling Advisory Board Member -
Texas State University McCoy School of Business

ALAN LOMAX. Mr. Lomax has been on our Board of Directors since June 8, 2009. For
the past several  years,  Mr. Lomax has been involved  with public  companies in
various executive positions.  From approximately  September 2006 to present, Mr.
Lomax has been a managing member of First Financial  Consultants during which he
restructured  struggling public companies share capital and management,  located
merger candidates and acquired custodianship of multiple public companies.  From
approximately  September  2004  through  August  2006,  Mr. Lomax was a managing
member of BDE,  LLC,  where he engaged in multiple  joint  ventures  with market
distribution  networks and  investors  and assisted in  acquisition  of capital,
investments,   stock   restructuring   and  business   model   revamps.   During
approximately  December  2003 - August  2006,  Mr.  Lomax was the  president  of
Hipoteca  Sevilla Inc. where he provided  various  consulting  services for over
thirty public  companies,  reviewed  business  models for public company reverse
merger  candidates  and  successfully  restructured  and merged  several  public
non-operating  companies into established private companies.  From approximately
December 2004 through August 2006, Mr. Lomax was the chief executive officer for
Terra Trema Inc. From approximately  January 2003 - August 2006, Mr. Lomax was a
principal  for 3D  Intel  Inc.,  which  was a  litigation  intelligence  company
specializing in providing decisive case information for law firms.

Mr. Lomax has co-authored "Naked Short Selling:  The Illegal Hacking of the U.S.
Financial  System".  He earned a BA in Economics from the University of Texas at
Austin in 2004 and will graduate from the Texas Wesleyan School of Law in 2010.

COMMITTEES OF THE BOARD OF DIRECTORS

As of the  date  of this  Annual  Report,  we  have  not  established  an  audit
committee,  a compensation  committee nor a nominating  committee.  However,  we
intend within the next fiscal quarter to establish such committees and adopt and
authorize certain corporate governance policies and documentation.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange

                                       44
<PAGE>
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended March 31, 2009..

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal  years  ended March 31,  2009,  2008 and 2007  (collectively,  the "Named
Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                         Non-Equity      Nonqualified
 Name and                                                                Incentive         Deferred
 Principal                                        Stock       Option        Plan         Compensation     All Other
 Position           Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------           ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  ---------
<S>                 <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
Richard Novis       2007      -0-        -0-        -0-         -0-           --               --              --            -0-
prior President     2008      -0-        -0-        -0-         -0-           --               --              --            -0-
and CEO             2009      -0-        -0-        -0-         -0-           --               --              --            -0-

Donald C. Cameron   2009      -0-        -0-        -0-         -0-           --               --              --            -0-
prior President
and CEO

Ralph Claussner     2009      -0-        -0-        -0-         -0-           --               --              --            -0-
prior President
and CEO

Mark Schaftlein     2009    $15,000      -0-        -0-         -0-           --               --              --         $15,000
current President
and CEO
</TABLE>

                                       45
<PAGE>
STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MARCH 31, 2009

The  following  table sets forth  information  as at March 31, 2009  relating to
Stock Options that have been granted to the Named Executive Officers:

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>
                                        Option Awards                                                   Stock Awards
            -----------------------------------------------------------------         --------------------------------------------
                                                                                                                          Equity
                                                                                                                         Incentive
                                                                                                             Equity        Plan
                                                                                                            Incentive     Awards:
                                                                                                              Plan       Market or
                                                                                                             Awards:      Payout
                                               Equity                                                       Number of    Value of
                                              Incentive                              Number                 Unearned     Unearned
                                             Plan Awards;                              of        Market      Shares,      Shares,
             Number of        Number of       Number of                              Shares     Value of    Units or     Units or
             Securities       Securities      Securities                             or Units   Shares or     Other        Other
             Underlying       Underlying      Underlying                             of Stock    Units of     Rights      Rights
             Unexercised      Unexercised     Unexercised     Option      Option       That     Stock That     That         That
              Options           Options        Unearned      Exercise   Expiration   Have Not    Have Not    Have Not     Have Not
Name        Exercisable(#)  Unexercisable(#)   Options(#)    Price($)      Date      Vested(#)   Vested($)   Vested(#)    Vested(#)
----        --------------  ----------------   ----------    --------      ----      ---------   ---------   ---------    ---------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Richard         -0-               -0-             -0-                                   -0-         -0-         -0-          -0-
Novis,
prior
President
and CEO

Donald C.       -0-               -0-             -0-                                   -0-         -0-         -0-          -0-
Cameron,
prior
President
and CEO

Ralph           -0-               -0-             -0-                                   -0-         -0-         -0-          -0-
Clasussner,
prior
President
and CEO

Mark            -0-               -0-             -0-                                   -0-         -0-         -0-          -0-
Schaftlein,
current
President
and CEO
</TABLE>

                                       46
<PAGE>
The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended March 31, 2009, 2008 and 2007:

                          DIRECTOR COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                    Change in
                                                                                     Pension
                                                                                    Value and
                             Fees                                Non-Equity        Nonqualified
                            Earned                                Incentive         Deferred
                           Paid in      Stock       Option          Plan           Compensation        All Other
    Name                    Cash($)    Awards($)   Awards($)    Compensation($)     Earnings($)      Compensation($)    Total($)
    ----                    -------    ---------   ---------    ---------------     -----------      ---------------    --------
<S>                       <C>       <C>           <C>           <C>                <C>              <C>                <C>
Richard Novis       2007      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
current member      2008      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
                    2009      -0-         -0-          -0-            -0-              -0-                 -0-             -0-

Donald C. Cameron,  2009      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
prior member

Ralph Claussner,    2009      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
prior member

David Naylor,       2009      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
prior member

Mark Schaftlein,    2009      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
current member
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this  Annual  Report,  we have  entered  into  the  Consulting
Agreement with our  President/'Chief  Executive  Officer,  Mark  Schaftlein,  as
follows.  See "Item 13.  Certain  Relationships  and  Related  Transactions  and
Director Independence."

                                       47
<PAGE>
PRESIDENT/CHIEF EXECUTIVE OFFICER

Effective  February 13, 2009, our Board of Directors approved and authorized the
execution of the Financial  Consultant  Agreement.  In accordance with the terms
and provisions of the Financial Consultant Agreement: (i) Mr. Schaftlein through
CCI shall perform any such services as required in his executive capacity as our
President/Chief  Executive Officer including, but not limited to: (a) completing
an  analysis  of  the  business  and  industry  together  with  a  comprehensive
background report summarizing our financial profile,  (b) work with us to secure
additional equity participants or merger and acquisition  candidates to increase
business, and (c) seek additional business  relationships  beneficial to us; and
(ii) we shall pay to Mr. Schaftlein  through CCI the monthly sum of $10,000 from
February  2009 through July 2009 and the monthly sum of $15,000 from August 2009
through January 2010.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 99,720,000  shares of common stock issued
and outstanding.

<TABLE>
<CAPTION>
   Name and Address                           Amount and Nature of              Percentage of
 of Beneficial Owner(1)                      Beneficial Ownership(1)        Beneficial Ownership
 ----------------------                      -----------------------        --------------------
<S>                                          <C>                            <C>
DIRECTORS AND OFFICERS:

Mark Schaftlein                                            0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

David Naylor                                               0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

Richard Novis                                              0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

P. Andrew Jeschke                                          0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258
</TABLE>

                                       48
<PAGE>
<TABLE>
<CAPTION>
   Name and Address                           Amount and Nature of              Percentage of
 of Beneficial Owner(1)                      Beneficial Ownership(1)        Beneficial Ownership
 ----------------------                      -----------------------        --------------------
<S>                                          <C>                            <C>

Darrin Holman                                              0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

Stephan Mohan                                              0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

Alan Lomax                                                 0                            0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258

10% OR GREATER SHAREHOLDERS:

Braemar Limited                                   27,000,000                        27.08%
27 Reid Street
Hamilton, Bermuda HM 11

Med Ventures Limited (2)                          27,000,000                        27.08%
27 Reid Street
Hamilton, Bermuda HM 11

All executive officers and directors              27,000,000                        27.08%
 as a group (7 persons)
</TABLE>

----------
*     Less than one percent.
(1)   Under Rule 13d-3,  a  beneficial  owner of a security  includes any person
      who,   directly  or   indirectly,   through  any  contract,   arrangement,
      understanding, relationship, or otherwise has or shares: (i) voting power,
      which  includes the power to vote, or to direct the voting of shares;  and
      (ii) investment  power,  which includes the power to dispose or direct the
      disposition  of shares.  Certain  shares may be deemed to be  beneficially
      owned by more than one person (if, for example, persons share the power to
      vote or the power to  dispose  of the  shares).  In  addition,  shares are
      deemed to be beneficially owned by a person if the person has the right to
      acquire the shares (for  example,  upon  exercise of an option)  within 60
      days of the date as of which the information is provided. In computing the
      percentage  ownership of any person,  the amount of shares  outstanding is
      deemed to include the amount of shares  beneficially  owned by such person
      (and only such person) by reason of these acquisition rights. As a result,
      the percentage of outstanding  shares of any person as shown in this table
      does not necessarily reflect the person's actual ownership or voting power
      with respect to the number of shares of common stock actually  outstanding
      as of the  date of  this  Annual  Report.  As of the  date of this  Annual
      Report,  there are 99,720,000  shares issued and  outstanding.  Beneficial
      ownership  amounts  reflect  the 2008  Forward  Stock  Split  and the 2009
      Forward Stock Split.
(2)   These shares are held of record by Med Ventures Limited, a trust organized
      under the laws of  Bermuda  of which  David  Naylor,  our Chief  Financial
      Officer,  is the  beneficiary.  Mr.  Naylor does not have  dispositive  or
      voting rights over the shares.

                                       49
<PAGE>
CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

As of the date of this Annual Report, other than as disclosed below, none of our
directors, officers or principal stockholders, nor any associate or affiliate of
the foregoing,  have any interest,  direct or indirect, in any transaction or in
any proposed  transactions,  which has  materially  affected or will  materially
affect us during fiscal year ended December 31, 2008.

EMPLOYMENT ARRANGEMENTS

As of the date of this Annual Report,  we have verbally agreed to pay certain of
our  executive  officers and  directors  compensation  for services  rendered as
follows:.

PRESIDENT/CHIEF EXECUTIVE OFFICER

Effective  February 13, 2009, our Board of Directors approved and authorized the
execution of the Financial  Consultant  Agreement.  In accordance with the terms
and provisions of the Financial Consultant Agreement: (i) Mr. Schaftlein through
CCI shall perform any such services as required in his executive capacity as our
President/Chief  Executive Officer including, but not limited to: (a) completing
an  analysis  of  the  business  and  industry  together  with  a  comprehensive
background report summarizing our financial profile,  (b) work with us to secure
additional equity participants or merger and acquisition  candidates to increase
business, and (c) seek additional business  relationships  beneficial to us; and
(ii) we shall pay to Mr. Schaftlein  through CCI the monthly sum of $10,000 from
February  2009 through July 2009 and the monthly sum of $15,000 from August 2009
through January 2010.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During  fiscal year ended March 31, 2009, we incurred  approximately  $10,500 in
fees to our principal independent  accountant for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
March 31, 2009 and for the review of our financial  statements  for the quarters
ended June 30, 2008, September 30, 2008 and December 31, 2008.

During  fiscal year ended March 31, 2008,  we incurred  approximately  $7,500 in
fees to our principal independent accountants for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
March 31, 2008 and for the review of our financial  statements  for the quarters
ended June 30, 2007, September 30, 2007 and December 31, 2007.

During  fiscal  year ended March 31,  2009,  we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.

                                       50
<PAGE>
                                    PART IV

ITEM 15. EXHIBITS

The following exhibits are filed as part of this Annual Report.

Exhibit No.                             Document
-----------                             --------

   3.1                  Articles of Incorporation (1)

   3.2                  Bylaws (1)

  31.1                  Certification of Chief Executive Officer
                        Pursuant to Rule 13a-14(a) or 15d-14(a) of
                        the Securities Exchange Act.

  31.2                  Certification of Chief Financial Officer
                        Pursuant to Rule 13a-14(a) or 15d-14(a) of
                        the Securities Exchange Act.

  32.1                  Certification of Chief Executive Officer and
                        Chief Financial Officer Under Section 1350
                        as Adopted Pursuant to Section 906 of the Securities
                        Exchange Act.

----------
(1)  Incorporated  by  reference  from Form SB-2 filed with the  Securities  and
     Exchange Commission on May 19, 2005.

                                   SIGNATURES

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

                                            NORTHERN EXPLORATIONS LTD.


Dated: June 28, 2009                        By: /s/ MARK SCHAFTLEIN
                                                --------------------------------
                                                Mark Schaftlein, President/Chief
                                                Executive Officer


Dated: June 28, 2009                        By: /s/ DAVID NAYLOR
                                                --------------------------------
                                                David Naylor, Chief Financial
                                                Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Dated: June 28, 2009                        By: /s/ MARK SCHAFTLEIN
                                                --------------------------------
                                                Director

                                       51