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

                               AMENDMENT NO. 3 TO
                                   FORM 10-KSB

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, 2008

[ ] 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 Identification No.)
of incorporation or organization)

                      8655 East Via De Ventura, Suite G2007
                            Scottsdale, Arizona 85258
                    (Address of principal executive offices)

                                 (604) 713-8012
                          (Issuer's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: 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 [ ]

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-KSB or any
amendment to this Form 10-KSB. [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 1, 2008: $ -0-.

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 1, 2008
       -----                                      ------------------------------
Common Stock, $0.001                                          5,540,000

                       DOCUMENTS INCORPORATED BY REFERENCE

                                       N/A

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

                                   Form 10-KSB

Part I.
Item 1.     Description of Business                                            3

Item 2.     Description of Property                                           15

Item 3.     Legal Proceedings                                                 16

Item 4.     Submission of Matters to a Vote of Security Holders               16

Part II.
Item 5.     Market for Common Equity and Related Stockholder Matters
            and Small Business Issuer Purchases of Equity Securities          16

Item 6.     Management's Discussion and Analysis and Plan of Operation        17

Item 7.     Financial Statements                                              20

Item 8.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          33

Item 8A.    Controls and Procedures                                           33

Item 8B.    Other Information                                                 33

Part III
Item 9.     Directors, Executive Officers, Promoters, Control Persons and
            Corporate Governance; Compliance With Section 16(a) of the
            Exchange Act                                                      33

Item 10.    Executive Compensation                                            34

Item 11.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   36

Item 12.    Certain Relationships and Related Transactions and Director
            Independence                                                      36

Item 13.    Exhibits                                                          37

Item 14.    Principal Accountant Fees and Services                            37

                                       2
<PAGE>
Statements made in this Form 10-KSB 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-KSB  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.

This Annual Report is being amended to revise the language in Section 8A
Controls and Procedures.

                                     PART I

ITEM 1. DESCRIPTION OF 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 "NORT: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 Transfer  Online,  Inc., 317 S.W. Alder Street,  2nd Floor
Portland, Oregon 97204.

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<PAGE>
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.  During fiscal year ended March 31, 2008,  our
primary  activity and focus was our option to acquire a 90% interest in the Cade
mineral claim located in Lillooet Mining Division of British Columbia (the "Cade
Mineral  Claim").  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 as required as discussed below.

As of the date of this Annual Report, we are currently reviewing other potential
acquisitions in the natural resource sector. We are 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. 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.

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."

CADE MINERAL CLAIM

On January 4, 2005, we entered into a mineral  property  option  agreement  (the
"Option")  with Ms.  Gillian  Wells  ("Wells") of Tsawassen,  British  Columbia,
whereby Wells  granted us the option to acquire a 90% undivided  right title and
interest in the Cade Mineral  Claim located in the Lillooet  Mining  Division of
British Columbia,  Canada. In order to exercise the Option, we were required to:
(i) pay $2,500 to Wells by March 31, 2005,  which was paid; (ii) incur $5,000 in
exploration  expenditures on the Cade Mineral Claim by December 31, 2005,  which
were expended; and (iii) incur an additional $10,000 in expenditures on the Cade
Mineral Claim by December 31, 2007. We were unable to meet the last  expenditure
requirement.  Therefore,  in  accordance  with the terms and  provisions  of the
Option,  Ms. Wells provided us with written notice of the default.  We failed to
cure the default during the notice period.

                                       4
<PAGE>
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 6.  Management's  Discussion  and  Analysis  and Plan of
Operation."

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.

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,  labour 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  are,  or will 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

                                       5
<PAGE>
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 are subject to
certain  foreign  regulations,  and may be subject to Canadian or U.S.  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.

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.

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.

                                       6
<PAGE>
EMPLOYEES

We do not employ any person on a  full-time  or on a  part-time  basis.  Richard
Novis 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.

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 those precious
metal  and  mineral  properties.  Furthermore,  if  the  costs  of  our  planned
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 mineral  properties and the  development of our
business will depend upon our ability to establish the  commercial  viability of
precious metal and mineral  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  properties  when
acquired will be in the  exploration  stage.  Alternatively,  we may finance our
business by offering an interest in any of our mineral  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 exploration activities
and our  assessment of the  commercial  viability of precious  metal and mineral
properties.  Further,  if we are  able  to  establish  that  development  of our
precious metal and mineral  properties is commercially  viable, our inability to
raise additional  financing at this stage would result in our inability to place
our mineral  properties into  production and recover our investment.  We may not
discover commercially  exploitable  quantities of precious metals or minerals 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

                                       7
<PAGE>
to  the   development   stage  and  would  have  no  known   body  of   economic
mineralization.  The known  mineralization at these projects would have yet been
determined,  and may never be  determined  to be  economic.  We plan to  conduct
further exploration  activities on precious metal and mineral properties,  which
future  exploration may include the completion of feasibility  studies necessary
to  evaluate  whether  a  commercial  mineable  mineral  exists  on  any  of our
properties.  There is a substantial risk that these exploration  activities will
not result in discoveries of  commercially  recoverable  quantities of minerals.
Any determination  that our future properties contain  commercially  recoverable
quantities   of  minerals  may  not  be  reached  until  such  time  that  final
comprehensive  feasibility  studies have been  concluded  that  establish that a
potential  mine 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  mineral  properties  can  be  commercially
developed.

OUR  EXPLORATION  ACTIVITIES  ON  MINERAL  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  mineral  properties  that  can  then  be
developed into commercially  viable mining  operations.  Mineral  exploration is
highly   speculative   in  nature,   involves   many  risks  and  is  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  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 reserves
through drilling and analysis, to develop processes to extract minerals,  and to
develop the mining and processing  facilities and  infrastructure  at any chosen
site. Whether a mineral deposit will be commercially  viable depends on a number
of factors, which include, without limitation,  the particular attributes of the
deposit,  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  mineral
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  mineralized
material in sufficient quantities on any of our 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 precious metals or minerals on our properties.

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

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<PAGE>
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.  In  addition,  we  forfeited  our only primary
minerals exploration prospect with limited experience in early stage exploration
efforts.

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  $39,830 from November 17, 2004  (inception) to March 31, 2008. As
of March 31, 2008, we had an accumulated deficit of $39,830.  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.

FUTURE  PARTICIPATION IN AN INCREASED NUMBER OF MINERALS  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  mineral
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, 2008 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  exploration  programs  will be greatly
limited.  Our current  plans  require us to make  capital  expenditures  for the
exploration of our minerals exploration properties. Historically, we have funded
our  operations  through the issuance of equity and  short-term  debt  financing

                                       9
<PAGE>
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  minerals.  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  PRECIOUS  METALS  AND
MINERALS 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
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  PRECIOUS  METALS  AND  MINERALS
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 minerals exploration and development is subject to many
risks  and if gold or other  precious  metals  or other  minerals  are  found in
economic production quantities,  the potential  profitability of future possible
mining  ventures  depends  upon  factors  beyond  our  control.   The  potential
profitability  of mining mineral  properties if economic  quantities of minerals
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  minerals  reserves.  We do not
presently  carry  property and liability  insurance.  Cost  effective  insurance

                                       10
<PAGE>
contains  exclusions and  limitations on coverage and may be unavailable in some
circumstances.

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

The mineral  exploration  and mining 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  minerals,  but also market
certain minerals and other products on a regional,  national or worldwide basis.
These  companies may be able to pay more for productive  mineral  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 mineral 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 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
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.

MINERAL MINING  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 are found on any lease owned by us in
sufficient  quantities to warrant mining operations,  such mining 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.  Mineral  mining
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  operations to be conducted;  no assurance can be

                                       11
<PAGE>
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.

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

Minerals  exploration  and  development  and  future  potential  uranium  mining
operations are or will be subject to stringent federal, state,  provincial,  and
local laws and  regulations  relating to improving or maintaining  environmental
quality. Our operations are also subject to many 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  mineral mining 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. Mineral mining 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 operations currently 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.

                                       12
<PAGE>
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.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent  on the  continued  service  of  Richard  Novis,  our  President/Chief
Executive  Officer  and  sole  director.  Further,  we do not  have key man life
insurance on this individual.  We may not have the financial resources to hire a
replacement  if our  officer  was to die.  The loss of service of this  employee
could therefore significantly and adversely affect our operations.

OUR OFFICER AND DIRECTOR MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officer and  director  serves only part time and is subject to  conflicts of
interest.  He devotes  part of his  working  time to other  business  endeavors,
including  consulting  relationships  with  other  corporate  entities,  and has
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  officer and
director may be subject to conflicts of interest.

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

When our shares commence trading, 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 5,540,000  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

                                       13
<PAGE>
2,540,000  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 AND RELATED STOCKHOLDER MATTERS."

As of the date of this Annual  Report,  there are no  outstanding  shares of our
common stock that are restricted  securities as that term is defined in Rule 144
under the  Securities  Act. In the event we issue  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.


When our shares of common stock commence  trading on the OTC Bulletin Board, the
trading price may fluctuate significantly.  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  75,000,000  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.

                                       14
<PAGE>
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.

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.

OUR DIRECTOR/OFFICER IS OUTSIDE THE UNITED STATES WITH THE RESULT THAT IT MAY BE
DIFFICULT  FOR  INVESTORS  TO ENFORCE  WITHIN THE  UNITED  STATES ANY  JUDGMENTS
OBTAINED AGAINST OUR DIRECTOR/OFFICER.

Our sole director and officer is a national and resident of Canada, and all or a
substantial  portion of such  person's  assets are  located  outside  the United
States.  As a result,  it may be difficult  for  investors to effect  service of
process on our  directors or officers,  or enforce  within the United  States or
Canada any judgments  obtained against us or our officer or director,  including
judgments  predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof.  Consequently, you may be effectively
prevented from pursuing  remedies  under U.S.  federal  securities  laws against
them. In addition, investors may not be able to commence an action in a Canadian
court  predicated upon the civil liability  provisions of the securities laws of
the United States.

ITEM 2. DESCRIPTION OF PROPERTIES

We lease our principal office space located at 470 Granville Street, Suite 1120,
Vancouver, British Columbia V6C 1V5.

                                       15
<PAGE>
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

During  fiscal year ended  March 31,  2008,  no matters  were  submitted  to our
stockholders for approval.

                                     PART II

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

MARKET FOR COMMON EQUITY

As of the date of this  Annual  Report,  shares  of our  common  stock  have not
commenced trading on the OTC Bulletin Board. When trading commences,  our shares
will trade under the symbol  "NORT:OB".  The market for our common stock will be
limited, and may be volatile.

As of June 1, 2008,  we had 30  shareholders  of record,  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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have any equity compensation plans as indicated below:

                                       16
<PAGE>
<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       Options, Warrants and Rights          (excluding column)
        -------------             -------------------       ----------------------------          ------------------
<S>                             <C>                           <C>                               <C>
Equity Compensation Plans
Approved by Security Holders
Not Applicable                            -0-                           -0-                               -0-
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this  Annual  Report and during  fiscal  year ended  March 31,
2008, we did not issue any stock in private  placement  offerings or in exchange
for our debts or pursuant to contractual agreements.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN 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 year  ended  March  31,  2008,
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.

RESULTS OF OPERATION

We have incurred  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.

                                       17
<PAGE>
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.

FISCAL YEAR ENDED MARCH 31, 2008 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2007.

Our net loss for  November 17, 2004  (inception)  to fiscal year ended March 31,
2008 was  ($39,830)  compared to a net loss of  ($26,037)  for November 17, 2004
(inception) to fiscal year ended March 31, 2007.

We did not generate any revenues during the fiscal years ended March 31, 2008 or
2007. We do not  anticipate  earning  revenues  unless we enter into  commercial
production on a prospective  mineral claim.  We can provide no assurance that we
will discover economic  mineralization on any property,  or if such minerals are
discovered, that we will enter into commercial production.

During fiscal year ended March 31, 2008, we incurred  operating  expenses in the
amount of $39.830 as compared to operating  expenses incurred during fiscal year
ended  March 31, 2007 in the amount of $26,037  (an  increase of $13,793.  These
operating  expenses consisted of: (i) mineral property option payments of $3,500
(2007:  $3,500);  (ii) mineral  property  exploration  expenses of $5,000 (2007:
$5,000); (iii) general and administrative expenses of $2,068 (2007: $1930); (iv)
professional  fees of  $28,660  (2007:  $15,187);  and bank fees of $602  (2007:
$420).

The operating expenses incurred during fiscal year ended March 31, 2008 compared
to fiscal year ended March 31, 2007  increased  primarily due to the increase in
professional  fees based upon the  increased  scope of our business  activities.
General  and  administrative  expenses  generally  include  corporate  overhead,
financial and  administrative  contracted  services,  marketing,  and consulting
costs.

Our net loss  during the period  November  17, 2004  (inception)  to fiscal year
ended March 31, 2008 was ($39,830) or ($0.0072) per share compared to a net loss
of  ($26,037)  or  ($0.0047)  per share  during the  period  November  17,  2004
(inception) to fiscal year ended March 31, 2007. The weighted  average number of
shares  outstanding was 5,540,000 for both periods November 17, 2004 (inception)
to fiscal year ended March 31, 2008 and 2007, respectively.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MARCH 31, 2008

As at fiscal year ended  March 31,  2008,  our current  assets were $270 and our
current liabilities were $8,100,  which resulted in a working capital deficiency
of  ($7,830).  As at fiscal  year ended  March 31,  2008,  current  assets  were
comprised  of $270 in cash.  As at fiscal  year ended  March 31,  2008,  current
liabilities  were comprised of: (i) $6,500 in loan from related party;  and (ii)
$1,600 in accounts payable.

As at fiscal year ended March 31, 2008,  our total assets were $270 comprised of
current assets.  The decrease in total assets during fiscal year ended March 31,
2008 from fiscal year ended March 31, 2007 was  primarily due to the decrease in
cash.

                                       18
<PAGE>
As at fiscal  year ended  March 31,  2008,  our total  liabilities  were  $8,100
comprised  entirely of current  liabilities.  The increase in liabilities during
fiscal  year ended  March 31,  2008 from  fiscal  year ended  March 31, 2007 was
primarily  due to the  increase  in loan from  related  party.  See " - Material
Commitments."

Stockholders' deficit decreased from $5,963 for fiscal year ended March 31, 2007
to ($7,830) for fiscal year ended March 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
period from inception (November 17, 2004) to March 31, 2008, net cash flows used
in operating  activities  was ($39,830),  consisting  primarily of a net loss of
($39,830).  An adjustment of $1,600 was made to cash flows  relating to accounts
payable.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance of equity and debt instruments. For the period from inception (November
17,  2004) to March 31,  2008,  net cash flows  from  financing  activities  was
$38,500  consisting  of $32,000 in issuance  of common  stock and $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

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)  acquisition  of  interests  in
properties;  (ii) possible  exploration  and  development  initiatives on future
properties;  and (iii) future property acquisitions.  We intend to finance these
expenses with 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.

                                       19
<PAGE>
MATERIAL COMMITMENTS

During   inception   (November   17,  2004)   through   March  31,   2008,   our
officer/director,  Richard Novis, loaned us an aggregate of $6,500. This amount,
due and owing to Mr.  Novis,  is unsecured  and interest  free with no specified
terms of repayment.

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  Annual  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, 2008 and March 31,
2007  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.

ITEM 7. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm Dated June 20, 2008.

Balance Sheets as at March 31, 2008 and March 31, 2007.

Statements of Operations For Period From Inception (November 17, 2004) to Fiscal
Year Ended March 31, 2008 and For Period From  Inception  (November 17, 2008) to
Fiscal Year Ended March 31, 2007.

Statement of  Stockholders'  Equity for the Period From Inception  (November 17,
2004) to March 31, 2008.

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

Notes to Financial Statements.

                                       20
<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, 2008 and 2007 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, 2008.  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, 2008 and 2007,  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, 2008 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 20, 2008
San Diego, CA. 92108



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

                                       21
<PAGE>
                           NORTHERN EXPLORATIONS LTD.
                         (an Exploration Stage Company)
                                 BALANCE SHEETS
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                As of              As of
                                                               March 31,          March 31,
                                                                 2008               2007
                                                               --------           --------
                                                               (audited)          (audited)
<S>                                                            <C>                <C>
ASSETS

Current Assets
  Cash                                                         $    270           $  7,543
                                                               --------           --------
Total Current Assets                                                270              7,543
                                                               --------           --------

Total Assets                                                        270              7,543
                                                               ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts Payable                                                1,600              1,580
  Loan from Related Party                                         6,500                 --

                                                               --------           --------
Total Current liabilities                                         8,100              1,580
                                                               --------           --------

Total Liabilities                                                 8,100              1,580

Stockholders' Equity (deficit)
  Share Capital - Common stock (Note 4)
   Authorized 75,000,000 shares with par value $0.001
  Issued and outstanding 5,540,000 shares                         5,540              5,540
  Additional paid-in capital                                     26,460             26,460
  (Deficit) accumulated during development stage                (39,830)           (26,037)
                                                               --------           --------
Total stockholders' equity (deficit)                             (7,830)             5,963
                                                               --------           --------

Total liabilities and stockholders' equity (deficit)           $    270           $  7,543
                                                               ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       22
<PAGE>

                           NORTHERN EXPLORATIONS LTD.
                         (an Exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     November 17, 2004
                                                Year                 Year               (inception)
                                                Ended                Ended                through
                                               March 31,            March 31,            March 31,
                                                 2008                 2007                 2008
                                              ----------           ----------           ----------
<S>                                           <C>                  <C>                  <C>
REVENUES
  Revenues                                    $       --           $       --           $       --
                                              ----------           ----------           ----------
TOTAL REVENUES                                        --                   --                   --

OPERATING COSTS
  Administrative Expenses                         13,793                8,508               39,830
                                              ----------           ----------           ----------
TOTAL OPERATING COSTS                             13,793                8,508               39,830
                                              ----------           ----------           ----------

NET INCOME (LOSS)                             $  (13,793)          $   (8,508)          $  (39,830)
                                              ==========           ==========           ==========

BASIC AND DILUTED EARNINGS PER SHARE          $    (0.00)          $    (0.00)
                                              ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                     5,540,000            5,540,000
                                              ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       23
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
            From November 17, 2004 (Inception) through March 31, 2007
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated       Total
                                                     Common Stock            Additional      During       Stockholders'
                                               -------------------------       Paid-In     Development       Equity
                                               Issued             Amount       Capital        Stage         (Deficit)
                                               ------             ------       -------        -----         ---------
<S>                                          <C>               <C>           <C>           <C>             <C>
BALANCE, NOVEMBER 17, 2004                           --         $     --      $     --      $      --       $      --

Stock issued for cash on December 7, 2004
 @ $0.001 per share                           3,000,000            3,000                                        3,000

Stock issued for cash on December 22, 2004
 @ $0.01 per share                            2,500,000            2,500        22,500                         25,000

Stock issued for cash on January 17, 2005
 @ $0.10 per share                               40,000               40         3,960                          4,000

Net loss,  March 31, 2005                                                                      (4,328)         (4,328)
                                             ----------         --------      --------      ---------       ---------

BALANCE, MARCH 31, 2005                       5,540,000            5,540        26,460         (4,328)         27,672
                                             ----------         --------      --------      ---------       ---------
Net loss,  March 31, 2006                                                                     (13,201)        (13,201)
                                             ----------         --------      --------      ---------       ---------
BALANCE, MARCH 31, 2006                       5,540,000            5,540        26,460        (17,529)         14,471
                                             ----------         --------      --------      ---------       ---------
Net loss,  March 31, 2007                                                                      (8,508)         (8,508)
                                             ----------         --------      --------      ---------       ---------
BALANCE, MARCH 31, 2007                       5,540,000            5,540        26,460        (26,037)          5,963
                                             ----------         --------      --------      ---------       ---------
Net loss,  March 31, 2008                                                                     (13,793)        (13,793)
                                             ----------         --------      --------      ---------       ---------
BALANCE, MARCH 31, 2008                       5,540,000         $  5,540      $ 26,460      $ (39,830)      $  (7,830)
                                             ==========         ========      ========      =========       =========
</TABLE>

                        See Notes to Financial Statements

                                       24
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    November 17, 2004
                                                                   Year               Year             (inception)
                                                                   Ended              Ended              through
                                                                  March 31,          March 31,          March 31,
                                                                    2007               2006               2007
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(13,793)          $ (8,508)          $(39,830)
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                             20              1,405              1,600
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (13,773)            (7,103)           (38,230)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase loan from related party                                   6,500                 --              6,500
  Issuance of common stock                                              --                 --              5,540
  Additional paid-in capital                                            --                 --             26,460
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        6,500                 --             38,500
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     (7,273)            (7,103)               270

CASH AT BEGINNING OF PERIOD                                          7,543             14,646                 --
                                                                  --------           --------           --------

CASH AT END OF PERIOD                                             $    270           $  7,543           $    270
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========

  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       25
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (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 has acquired a mineral  property  located in the Nicola Mining Division,
British  Columbia,  Canada,  and has not yet  determined  whether this  property
contains  reserves that are  economically  recoverable.  The  recoverability  of
property  expenditures  will be dependent  upon the  discovery  of  economically
recoverable  reserves,  confirmation of the Company's interest in the underlying
property,  the ability of the Company to obtain  necessary  financing to satisfy
the  expenditure  requirements  under the  property  agreement  and upon  future
profitable production or proceeds for the sale thereof.

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of $39,830 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 mining  properties.
Mineral property  acquisition and exploration costs are charged to operations as
incurred.   When  it  has  been  determined  that  a  mineral  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.

                                       26
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (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.

                                       27
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (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,  2008,  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
$39,830 during the period from November 17, 2004  (inception) to March 31, 2008.
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.

                                       28
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (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

All Claim  payments  and  assessment  work  required  to keep the Claim and this
Option in good standing during the term of this Agreement.

NOTE 5. SHARE CAPITAL

On December 7, 2004,  the Company sold  3,000,000  shares of its common stock at
$0.001 per share. On December 22, 2004, the Company sold 2,500,000 shares of its
common stock at $0.01 per share.  On January 17,  2005,  the Company sold 40,000
shares of its common stock at $0.10 per share.

                                       29
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (Stated in U.S. Dollars)


NOTE 5. SHARE CAPITAL (CONTINUED)

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2007:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          5,540,000 shares issued and outstanding.

At March 31, 2008, 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 $39,830,  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,  2008,  and the
statutory  tax  rate,  the  effective  tax rate and the  elected  amount  of the
valuation allowance are indicated below:

     Net operating loss                          $ 39,830
     Statutory tax rate                                34%
                                                 --------
     Deferred tax asset                          $ 13,542
     Valuation allowance                          (13,542)
                                                 --------

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

NOTE 7. FOREIGN CURRENCY TRANSLATION

Functional  currency  for  Northern  Explorations,  Ltd  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.

                                       30
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                 March 31, 2008
                            (Stated in U.S. Dollars)


NOTE 8. RELATED PARTY TRANSACTION

Since  inception  through the period  ended March 31, 2008  Richard  Novis,  the
director and principal shareholder of the company, advanced the company funds in
the amount of  $6,500.  The  balance  is  unsecured  and  interest  free with no
specified terms of repayment.

                                       31
<PAGE>
ITEM 8.  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.

ITEM 8A. CONTROLS AND PROCEDURES

FINANCIAL 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/Chief  Financial  Officer,  of  the  effectiveness  of  the  design  and
operation of our disclosure  controls and procedures as of March 31, 2008. Based
on that  evaluation,  Mr.  Novis  concluded  that our  disclosure  controls  and
procedures were 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.  Such officer also confirmed that there was no change in
our internal control over financial reporting during fiscal year ended March 31,
2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal
control over  financial  reporting as defined in Rules  13a-15(f)  and 15d-15(f)
under the Securities Exchange Act. Our management is also required to assess and
report on the effectiveness of our internal control over financial  reporting in
accordance with Section 404 of the  Sarbanes-Oxley  Act of 2002 ("Section 404").
Management  assessed the  effectiveness  of our internal  control over financial
reporting as of March 31, 2008. In making this assessment,  we used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO)  in  Internal  Control -  Integrated  Framework.  During  our
assessment of the effectiveness of internal control over financial  reporting as
of March 31, 2008,  management  identified that certain  deficiencies  may exist
related to: (i) the absence of an Audit Committee as of March 31, 2008; and (ii)
a lack of segregation of duties within internal accounting functions.

Although our outsourced  accounting  staff is  professional  and  experienced in
accounting  requirements  and  procedures,  management has  determined  that our
internal audit  function may be deemed  insufficient  to perform  internal audit
functions due to existence of qualified  resources.  Management  also determined
that the lack of an Audit Committee of our Board of Directors may also be deemed
to  contribute  to  an  insufficient  oversight  of  our  accounting  and  audit
functions.  In order to  correct  the  foregoing  weaknesses,  we have taken the
following remediation measures:

                                       32
<PAGE>
     *    We have  committed to the  establishment  of effective  internal audit
          functions by appointing a Chief Financial Officer.

     *    We will  continue  to  search  for  independent  directors,  with  one
          qualified  to serve on an audit  committee  to be  established  by our
          Board of Directors and we anticipate  that our Board of Directors will
          also  establish a  compensation  committee  to be headed by one of the
          independent directors.

Due to our size and nature, segregation of all conflicting duties may not always
be possible and may not be economically feasible. However, to the extent
possible, we will implement procedures to assure that the initiation of
transactions, the custody of assets and the recording of transactions will be
performed by separate individuals.

We believe that the foregoing steps will remediate any deemed deficiencies
identified above, and we will continue to monitor the effectiveness of these
steps and make any changes that our management deems appropriate.

This Annual Report does not include an attestation report of our registered
public accounting firm 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 Securities and Exchange
Commission that permit us to provide only management's report in this Annual
Report.

ITEM 8A(T)

Not applicable.

ITEM 8B. OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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
    ----                 ---                    -------------------------

Richard Novis            57           President, Chief Executive Officer/Chief
                                      Financial Officer/Secretary and a Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of our
director/executive  officer during at least the past five years,  indicating his
principal  occupation during the period,  and the name and principal business of
the  organization by which he was employed,  and including  other  directorships
held in reporting companies.

                                       33
<PAGE>
RICHARD NOVIS has acted as our President/Chief Executive Officer/Chief Financial
Officer/Secretary  since our  incorporation on November 17, 2004. 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.

Mr. Novis does not have any  professional  training or technical  credentials in
the exploration, development and operation of mines. Mr. Novis intends to devote
approximately  15% of his business time, or approximately  seven hours per week,
to our affairs.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed  promoters is or have been  involved in any legal  proceeding
concerning:  (i) any  bankruptcy  petition  filed by or against any  business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding traffic violations and other minor offenses);  (iii) being subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction  permanently or  temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

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
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 December 31, 2007.

ITEM 10. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our  President/Chief
Executive  Officer during fiscal years ended March 31, 2008,  March 31, 2007 and
March 31, 2006 (the "Named Executive Officer"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  Nonqualified
Name and                                                          Non-Equity       Deferred
Principal                              Stock       Option       Incentive Plan   Compensation       All Other
Position         Year   Salary($)     Bonus($)    Awards($)     Compensation($)    Earnings($)    Compensation($)  Total($)
--------         ----   ---------     --------    ---------     ---------------    -----------    ---------------  --------

<S>              <C>      <C>     <C>     <C>        <C>        <C>              <C>              <C>            <C>
Richard Novis    2006       $0           $0          --               --              --                --            $0
President/       2007       $0           $0          --               --              --                --            $0
CEO/CFO          2008       $0           $0          --               --              --                --            $0
</TABLE>

                                       34
<PAGE>
STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MARCH 31, 2008

The following  table sets forth  information as at March 31, 2008 relating to no
grant of options 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-          n/a         -0-           -0-         -0-          -0-
Novis,
President/
CEO/CFO
</TABLE>

The following table sets forth information  relating to compensation paid to our
director during fiscal year ended March 31, 2008 and March 31, 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   2008      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
                2007      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
                2006      -0-         -0-          -0-            -0-              -0-                 -0-             -0-
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual Report, there is no contractual agreement with Mr.
Novis.

                                       35
<PAGE>
ITEM 11.  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 5,540,000  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:

Richard Novis                                    3,000,000                   54.15%
470 Granville Street, Suite 1120
Vancouver, British Columbia

All executive officers and directors             3,000,000                   54.15%
 as a group (1 person)
</TABLE>

----------
(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 5,540,000 shares issued and outstanding.

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 12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
          INDEPENDENCE

Except for the transactions described 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 March 31, 2008.

                                       36
<PAGE>
LOAN

Since  inception  (November 17, 2004) through  fiscal year ended March 31, 2008,
our  President/Chief  Executive Officer has loaned us an aggregate of $6,500.00.
The amount due and owing is unsecured and interest free with no specified  terms
of repayment.

ITEM 13. 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)

  10.1           Mineral Property Option Agreement dated January 4, 2005. (1)

  23.2           Consent of George Nicholson, Professional Geologist. (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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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, 2007,  we incurred  approximately  $3,750 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, 2007 and for the review of our financial  statements  for the quarters
ended June 30, 2006, September 30, 2006 and December 31, 2006.

During  fiscal  year ended March 31,  2008,  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.

                                       37
<PAGE>
                                   SIGNATURES

In accordance with 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: December 9, 2008                 By: /s/ Ralph Claussner
                                           ----------------------------------
                                           Ralph Claussner
                                           President/Chief Executive Officer


Dated: December 9, 2008                 By: /s/ David Naylor
                                           ----------------------------------
                                           David Naylor
                                           Chief Financial Officer

                                       38