UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

(Mark one)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended December 31, 2009

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

                       Commission File Number: 333-125068


                           Northern Explorations, Ltd.
             (Exact name of registrant as specified in its charter)

         Nevada                                                 26-3633813
(State of incorporation)                                (IRS Employer ID Number)

           9002 Green Oaks Circle, 2nd Floor, Dallas, Texas 75243-7212
                    (Address of principal executive offices)

                                 (866) 570-9822
                           (Issuer's telephone number)

Copies of all communications including all communications sent to the agent for
service of process should be sent to:


Check whether the issuer (1) 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 (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: February 12, 2010: 99,720,000
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.

                  Form 10-Q for the Quarter ended December 31, 2009

                                Table of Contents

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

  Item 1 -  Financial Statements                                              3

  Item 2 -  Management's Discussion and Analysis or Plan of Operation        14

  Item 3 -  Quantitative and Qualitative Disclosures about Market Risk       17

  Item 4 -  Controls and Procedures                                          17

PART II - OTHER INFORMATION

  Item 1 -  Legal Proceedings                                                18

  Item 1A - Risk Factors                                                     19

  Item 2 -  Recent Sales of Unregistered Securities and Use of Proceeds      19

  Item 3 -  Defaults upon Senior Securities                                  19

  Item 4 -  Submission of Matters to a Vote of Security Holders              19

  Item 5 -  Other Information                                                19

  Item 6 -  Exhibits                                                         19

SIGNATURES                                                                   20

                                       2
<PAGE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS

                           NORTHERN EXPLORATIONS, LTD.
                          (A development stage company)
                                 BALANCE SHEETS
                     As of December 31, 2009 and March 31, 2009

<TABLE>
<CAPTION>
                                                                             (Unaudited)          (Audited)
                                                                             December 31,         March 31,
                                                                                2009                2009
                                                                              ---------           ---------
<S>                                                                           <C>                 <C>
                                     ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                                    $      --           $     620
                                                                              ---------           ---------

      TOTAL CURRENT ASSETS                                                           --                 620
                                                                              ---------           ---------

      TOTAL ASSETS                                                            $      --           $     620
                                                                              =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable - trade                                                    $  26,949           $  18,670
  Other accrued liabilities                                                     155,946              53,928
  Bank overdraft payable                                                             --                  --
  Loans from related party and other                                            280,240              98,500
                                                                              ---------           ---------

      TOTAL LIABILITIES                                                         463,135             171,098
                                                                              ---------           ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock - $0.001 par value
   150,000,000 shares authorized. 99,720,000 shares issued and
   outstanding, as of December 31, 2009 and March 31, 2009, respectively         99,720              99,720
  Additional paid-in capital                                                    (67,720)            (67,720)
  Deficit accumulated during development stage                                 (495,135)           (202,478)
                                                                              ---------           ---------

      TOTAL STOCKHOLDERS' DEFICIT                                              (463,135)           (170,478)
                                                                              ---------           ---------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $      --           $     620
                                                                              =========           =========
</TABLE>


           See accompanying notes to condensed financial statements.

                                       3
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                          (A development stage company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          Three months and nine months ended December 31, 2009 and 2008 and
     Period from November 17, 2004 (date of inception) through December 31, 2009

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                           November 17, 2004
                                         Three months     Three months     Nine months      Nine months   (date of inception)
                                            ended            ended           ended            ended             through
                                         December 31,     December 31,    December 31,      December 31,      December 31,
                                             2009             2008            2009             2008              2009
                                         ------------     ------------    ------------     ------------       ------------
<S>                                      <C>              <C>             <C>              <C>                <C>
REVENUES                                 $         --     $         --    $         --     $         --       $         --
                                         ------------     ------------    ------------     ------------       ------------
OPERATING EXPENSES
  General and administrative expenses          12,390           17,672         292,657           31,685            495,135
                                         ------------     ------------    ------------     ------------       ------------

      TOTAL OPERATING EXPENSES                 12,390           17,672         292,657           31,685            495,135
                                         ------------     ------------    ------------     ------------       ------------

INCOME FROM OPERATIONS                        (12,390)         (17,672)       (292,657)         (31,685)          (495,135)
PROVISION FOR INCOME TAXES                         --               --              --               --                 --
                                         ------------     ------------    ------------     ------------       ------------

NET LOSS                                      (12,390)         (17,672)       (292,657)         (31,685)          (495,135)
OTHER COMPREHENSIVE INCOME                         --               --              --               --                 --
                                         ------------     ------------    ------------     ------------       ------------

COMPREHENSIVE LOSS                       $    (12,390)    $    (17,672)   $   (292,657)    $    (31,685)      $   (495,135)
                                         ============     ============    ============     ============       ============
Loss per weighted-average share of
 common stock outstanding, computed
 on net loss - basic and fully diluted            nil              nil             nil              nil
                                         ============     ============    ============     ============
Weighted-average number of shares of
 common stock outstanding - basic and
 fully diluted                             99,720,000       99,720,000      99,720,000       99,720,000
                                         ============     ============    ============     ============
</TABLE>


           See accompanying notes to condensed financial statements.

                                       4
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                          (A development stage company)
                            STATEMENTS OF CASH FLOWS
                  Nine months ended December 31, 2009 and 2008 and
     Period from November 17, 2004 (date of inception) through December 31, 2009

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Period from
                                                                                                  November 17, 2004
                                                              Nine months        Nine months     (date of inception)
                                                                ended               ended             through
                                                              December 31,       December 31,       December 31,
                                                                2009                2008                2009
                                                              ---------           ---------           ---------
<S>                                                           <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                     $(292,657)          $ (31,685)          $(495,135)
  Adjustments to reconcile net loss to net
   cash provided by operating activities
     Increase in accounts payable and other
      accrued liabilities                                       110,297               1,037             182,895
                                                              ---------           ---------           ---------

      NET CASH USED IN OPERATING ACTIVITIES                    (182,360)            (30,648)           (312,240)
                                                              ---------           ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                 --                  --                  --
                                                              ---------           ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on loan from related party                           181,740              30,500             280,240
  Sale of common stock                                               --                  --              32,000
                                                              ---------           ---------           ---------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                 181,740              30,500             312,240
                                                              ---------           ---------           ---------

INCREASE (DECREASE) IN CASH                                        (620)               (148)                 --

Cash at beginning of period                                         620                 270                  --
                                                              ---------           ---------           ---------

CASH AT END OF PERIOD                                         $      --           $     122           $      --
                                                              =========           =========           =========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
  Interest paid during the period                             $      --           $      --           $      --
                                                              =========           =========           =========
  Income taxes paid during the period                         $      --           $      --           $      --
                                                              =========           =========           =========
</TABLE>


           See accompanying notes to condensed financial statements.

                                       5
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                          (A development stage company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A - BACKGROUND AND DESCRIPTION OF BUSINESS

Northern  Explorations,  Ltd.  (Company) 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.

On March 30, 2009,  our Board of  Directors  approved the filing with the Nevada
Secretary of State an amendment to our Articles of  Incorporation  to change the
corporate name from "Northern Explorations,  Ltd." to "Clean Gen Corporation" to
better  reflect the  inclusion of  anticipated  additional  business  operations
involving  clean energy  alternatives.  On May 12, 2009,  an amendment was filed
with  the  Nevada   Secretary   of  State   changing  our  name  to  "Clean  Gen
Corporation.." On June 8, 2009, our Board of Directors  approved the filing with
the Nevada  Secretary of State an amendment to our Articles of  Incorporation to
change the corporate  name back to "Northern  Explorations,  Ltd." based upon an
analysis that  substantially  all of the business  operations  would remain as a
natural resources  exploration company. On June 25, 2009, an amendment was filed
with  the  Nevada  Secretary  of  State  changing  our  name  back to  "Northern
Explorations, Ltd."

The Company has never generated  revenues or fully implemented its business plan
and is  considered  a  "Development  Stage  Company" as defined by  Statement of
Financial Accounting Standard ("SFAS") No. 7.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

FINANCIAL STATEMENT PREPARATION

The unaudited financial statements have been prepared by Northern  Explorations,
Ltd.  according  to the rules and  regulations  of the  Securities  and Exchange
Commission (SEC) and, therefore,  certain  information and disclosures  normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles generally accepted in the United States have been omitted.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements for the periods presented  reflect all adjustments,  which
are normal and  recurring,  necessary  to fairly state the  financial  position,
results of operations and cash flows.  These  unaudited  condensed  consolidated
financial  statements  should be read in conjunction with the audited  financial
statements  included in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2009 filed with the SEC on June 29, 2009.

BASIS OF ACCOUNTING

The Company's  policy is to use the accrual  method of accounting and to prepare
and present the consolidated  financial statements in accordance with accounting
principles generally accepted in the United States.

ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures  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.

NOTE C - GOING CONCERN UNCERTAINTY

The Company has no  operating  history,  limited  cash on hand,  no assets and a
business  plan with  inherent  risk.  The  Company  has  incurred  losses  since
inception  resulting in an accumulated  deficit of $495,135 since  inception and
further losses are anticipated in the development of its business plan.  Because
of  these  factors,  the  Company's  auditors  issued  an audit  opinion  on the
Company's financial  statements which includes a statement  describing our going
concern status.  This means, in the auditor's  opinion,  substantial doubt about
our ability to continue as a going concern exists at the date of their opinion.

                                       6
<PAGE>
The  Company's  ultimate  existence  is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in its business plan
and a potential  shortfall of funding due to our  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  Certificate  of  Incorporation  authorizes  the issuance of up to
150,000,000  shares of  common  stock and no  shares  of  preferred  stock.  The
Company's  inability to issue preferred stock may limit the Company's ability to
obtain  debt or equity  financing  as well as impede  potential  takeover of the
Company, which takeover may be in the best interest of stockholders.

In the event that insufficient  working capital to maintain the corporate entity
and  implement  our business plan is not  available,  the Company's  controlling
stockholders  may have to  maintain  the  corporate  status of the  Company  and
provide all necessary working capital support on the Company's behalf.  However,
no formal commitments or arrangements to advance or loan funds to the Company or
repay any such  advances or loans exist.  There is no legal  obligation  for the
Company's  significant   stockholders  to  provide  additional  future  funding.
Further,  the  Company is at the mercy of future  economic  trends and  business
operations  for the  Company's  controlling  stockholders  to have the resources
available to support the Company.  At the current  time,  it is uncertain if the
Company's controlling  stockholders will provide additional resources to support
the corporate entity and satisfy existing debts and obligations.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. CASH AND CASH EQUIVALENTS

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

2. ORGANIZATION AND FORMATION COSTS

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities" whereby all costs incurred
     with the  incorporation  and  organization  of the Company  were charged to
     operations as incurred.

3. MINERAL PROPERTY COSTS

     Mineral  property   acquisition  and  exploration   costs  are  charged  to
     operations as incurred.  When it has been determined that a property can be
     economically  developed  as a result of  establishing  proven and  probable
     reserves,  the costs  incurred to develop such property,  are  capitalized.
     Such costs will be amortized using the units-of-production  method over the
     estimated life of the probable reserve.

                                       7
<PAGE>
4. 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.

5. INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting  purposes  and the amounts  used for income tax  purposes,  using
     enacted  tax rates in  effect  for the year in which  the  differences  are
     expected to reverse. Valuation allowances are established,  when necessary,
     to reduce deferred tax assets to the amount expected to be realized.

     Effective January 1, 2008, the Company adopted FASB  Interpretation No. 48,
     Accounting  for  Uncertainty in Income Taxes  (FIN48).  FIN48  prescribes a
     more-likely-than-not  threshold for  financial  statement  recognition  and
     measurement  of a tax  position  taken or expected to be taken in a return.
     The adoption of this  interpretation  did not have a material impact on our
     financial statements.

6. INCOME (LOSS) PER SHARE

     Basic income (loss) per share excludes dilution and is computed by dividing
     income (loss) by the weighted  average number of common shares  outstanding
     during the reported  periods.  Diluted income (loss) per share reflects the
     potential  dilution that could occur if stock options and other commitments
     to issue common stock were exercised.

     Diluted income (loss) per share reflects the potential  dilution that could
     occur from the following items:

     *    Convertible  debentures  where  the  effect  of those  securities  are
          dilutive;
     *    Dilutive stock options; and
     *    Dilutive common stock warrants.

     As the Company has incurred  losses,  since it has none of the above it has
     not  needed to exclude  shares  related to  convertible  debentures,  stock
     options or warrants from its  calculation of diluted net loss per share, as
     most  likely the effect of their  inclusion  would be  anti-dilutive  if so
     issued.

7. NEW ACCOUNTING PRONOUNCEMENTS

     In June 2009,  the FASB  issued  Accounting  Standards  Update  ("ASU") No.
     2009-01,  Topic 105 - Generally Accepted Accounting Principles - amendments
     based on  Statement  of Financial  Accounting  Standards  No. 168, The FASB
     Accounting  Standards  Codification and the Hierarchy of Generally Accepted
     Accounting  Principles.  This ASU reflected the issuance of FASB  Statement
     No.  168.  This  Accounting  Standards  Update  amends the FASB  Accounting
     Standards Codification for the issuance of FASB Statement No. 168, The FASB
     Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
     Accounting Principles.  This Accounting Standards Update includes Statement
     168 in its entirety, including the accounting standards update instructions
     contained in Appendix B of the Statement.  The Codification does not change
     current  U.S.  GAAP,  but  is  intended  to  simplify  user  access  to all
     authoritative  U.S.  GAAP by  providing  all the  authoritative  literature
     related to a particular  topic in one place.  The Codification is effective
     for interim and annual  periods  ending after  December 15, 2009, and as of
     the effective  date,  all existing  accounting  standard  documents will be
     superseded.  The  Codification is effective for us in the second quarter of
     2009, and  accordingly,  our Quarterly  Report on Form 10-Q for the quarter
     ending  December 31, 2009 and all subsequent  public filings will reference
     the Codification as the sole source of authoritative literature.

                                       8
<PAGE>
     In June 2009,  the FASB issued  Accounting  Standards  Update No.  2009-02,
     Omnibus Update-Amendments to Various Topics for Technical Corrections. This
     omnibus  ASU  detailed   amendments   to  various   topics  for   technical
     corrections. The adoption of ASU 2009-02 will not have a material impact on
     our condensed financial statements.

     In August 2009, the FASB issued  Accounting  Standards  Update No. 2009-03,
     SEC Update - Amendments to Various Topics  Containing SEC Staff  Accounting
     Bulletins.  This ASU updated  cross-references  to  Codification  text. The
     adoption of ASU 2009-03  will not have a material  impact on our  condensed
     financial statements.

     In August 2009, the FASB issued  Accounting  Standards  Update No. 2009-04,
     Accounting  for  Redeemable  Equity  Instruments  -  Amendment  to  Section
     480-10-S99.   This  ASU   represents  an  update  to  Section   480-10-S99,
     Distinguishing  Liabilities  from Equity,  per  Emerging  Issues Task Force
     Topic D-98,  "Classification and Measurement of Redeemable Securities." The
     adoption of ASU 2009-04  will not have a material  impact on our  condensed
     financial statements.

     In August 2009, the FASB issued  Accounting  Standards  Update No. 2009-05,
     Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities
     at Fair Value.  This Accounting  Standards  Update amends Subtopic  820-10,
     Fair Value  Measurements and Disclosures > Overall,  to provide guidance on
     the fair value  measurement of liabilities.  The adoption of ASU 2009-05 is
     not  expected  to  have  a  material  impact  on  our  condensed  financial
     statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-06,
     Implementation  Guidance on Accounting for  Uncertainty in Income Taxes and
     Disclosure  Amendments for Nonpublic  Entities.  This Accounting  Standards
     Update  provides  additional  implementation  guidance  on  accounting  for
     uncertainty  in income taxes and  eliminates  the  disclosures  required by
     paragraph  740-10-50-15(a) through (b) for nonpublic entities. The adoption
     of ASU 2009-06 will not have  material  impact on our  condensed  financial
     statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-07,
     Technical  Corrections to SEC Paragraphs.  This Accounting Standards Update
     corrected SEC  paragraphs in response to comment  letters.  The adoption of
     ASU  2009-07  will not have  material  impact  on our  condensed  financial
     statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-08,
     Earnings Per Share  Amendments  to Section  260-10-S99.  This  Codification
     Update represents technical  corrections to Topic 260-10-S99,  Earnings per
     Share,  based on EITF Topic D-53,  Computation  of Earnings Per Share for a
     Period that Includes a Redemption or an Induced  Conversion of a Portion of
     a Class  of  Preferred  Stock  and  EITF  Topic  D-42,  The  Effect  of the
     Calculation of Earnings per Share for the Redemption or Induced  Conversion
     of Preferred  Stock.  The  adoption of ASU 2009-08  will not have  material
     impact on our condensed financial statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-09,
     Accounting for Investments-Equity  Method and Joint Ventures and Accounting
     for  Equity-Based  Payments to  Non-Employees.  This  Accounting  Standards
     Update  represents a correction to Section  323-10-S99-4,  Accounting by an
     Investor  for  Stock-Based  Compensation  Granted to Employees of an Equity
     Method  Investee.  Section  323-10-S99-4  was  originally  entered into the
     Codification  incorrectly.  The  adoption  of ASU  2009-09  will  not  have
     material impact on our condensed financial statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-10,
     Financial  Services-Brokers  and Dealers:  Investments-Other,  Amendment to
     Subtopic  940-325.  This Accounting  Standards Update codifies the Observer
     comment in paragraph 17 of EITF 02-3,  Issues  Involved in  Accounting  for
     Derivative  Contracts Held for Trading  Purposes and Contracts  Involved in
     Energy  Trading and Risk  Management.  The adoption of ASU 2009-10 will not
     have material impact on our condensed financial statements.

                                          9
<PAGE>
     In September 2009, the FASB issued Accounting Standards Update No. 2009-11,
     Extractive  Activities-Oil and Gas, Amendment to Section  932-10-S99.  This
     Accounting  Standards Update  represents a technical  correction to the SEC
     Observer comment in EITF 90-22, Accounting for Gas-Balancing  Arrangements.
     The adoption of ASU 2009-11 will not have material  impact on our condensed
     financial statements.

     In September 2009, the FASB issued Accounting Standards Update No. 2009-12,
     Fair Value Measurements and Disclosures (Topic 820), Investments in Certain
     Entities  that  Calculate  Net Asset Value per Share (or Its  Equivalent) .
     This  Accounting  Standards  Update  amends  Subtopic  820-10,  Fair  Value
     Measurements  and  Disclosures > Overall,  to provide  guidance on the fair
     value  measurement of  investments  in certain  entities that calculate net
     asset value per share (or its equivalent). The adoption of ASU 2009-12 will
     not have material impact on our condensed financial statements.

     In June 2009,  FASB  issued  Statement  of  Financial  Accounting  Standard
     ("SFAS") No. 168, "The FASB Accounting  Standards  Codification(TM) and the
     Hierarchy of Generally  Accepted  Accounting  Principles--a  replacement of
     FASB   Statement  No.  162."   Codification   will  become  the  source  of
     authoritative  U.S.  generally   accepted   accounting   principles  (GAAP)
     recognized by the FASB to be applied by nongovernmental entities. Rules and
     interpretive releases of the Securities and Exchange Commission (SEC) under
     authority of federal securities laws are also sources of authoritative GAAP
     for SEC  registrants.  The  Codification  will supersede all  then-existing
     non-SEC accounting and reporting  standards and all other  nongrandfathered
     non-SEC accounting  literature not included in the Codification will become
     nonauthoritative.  This  statement is effective  for  financial  statements
     issued for interim and annual periods ending after  September 15, 2009. The
     Company will adopt this guidance in the interim period beginning January 1,
     2010 and it is not  expected  to have a  material  impact on the  Company's
     condensed consolidated financial results.

     In May 2009, FASB issued SFAS No. 165,  "Subsequent Events." This Statement
     establishes  general  standards of accounting for and disclosures of events
     that occur after the balance sheet date but before financial statements are
     issued or are available to be issued. It defines subsequent events and also
     requires the  disclosure  of the date through which an entity has evaluated
     subsequent  events and the basis for that date. This Statement is effective
     for interim and annual  periods ending after June 15, 2009. The Company has
     adopted this guidance in the interim period beginning April 1, 2009 and has
     included all necessary disclosures.

     In December 2007,  FASB issued SFAS No. 160,  "Noncontrolling  Interests in
     Consolidated  Financial  Statements--an  amendment  of ARB No.  51,"  which
     impacts the  accounting  for  noncontrolling  interest in the  consolidated
     financial statements of filers. The statement requires the reclassification
     of  noncontrolling  interest from the liabilities  section or the mezzanine
     section between liabilities and equity to the equity section of the balance
     sheet.  The  statement  also  requires  that the  results  from  operations
     attributed to the noncontrolling  interest to be disclosed  separately from
     those of the parent,  in addition to the change in accounting and reporting
     requirement for deconsolidated  subsidiaries.  The Company has adopted this
     guidance in the year beginning April 1, 2009 without material impact.

     FASB  Statement  No. 157 (FAS 157),  "Fair Value  Measurements,"  issued in
     September 2006,  defines fair value,  establishes a framework for measuring
     fair value and expands disclosures about assets and liabilities measured at
     fair value in the financial  statements.  In February 2008, the FASB issued
     FASB Staff  Position  157-2 (FSP 157-2)  which  allows for the delay of the
     effective  date of FAS 157 for one year  for all  nonfinancial  assets  and
     liabilities, except those that are recognized or disclosed at fair value in
     the financial  statements on a recurring basis. The Company adopted FAS 157
     for financial assets and liabilities  effective January 1, 2008 but elected
     a partial deferral under the provision of FSP 157-2 related to nonfinancial
     assets and  liabilities  that are measured at fair value on a  nonrecurring
     basis,  including  goodwill,   wireless  licenses,   other  intangible  and
     long-lived assets, guarantees and asset retirement obligations. The Company
     has adopted  this  guidance  in the year  beginning  April 1, 2009  without
     material impact.

                                       10
<PAGE>
     In December 2007, the FASB revised Statement No. 141 (FAS 141R),  "Business
     Combinations,"  which  establishes  principles and requirements for how the
     acquirer  in a business  combination  (i)  recognizes  and  measures in its
     financial  statements the  identifiable  assets  acquired,  the liabilities
     assumed and any  noncontrolling  interest in the acquiree,  (ii) recognizes
     and measures the goodwill  acquired in the business  combination  or a gain
     from a bargain  purchase and (iii)  determines what information to disclose
     to enable  users of the  financial  statements  to evaluate  the nature and
     financial effects of the business  combination.  FAS 141R will be effective
     for the Company's  fiscal 2009  beginning  April 1, 2009. The Company is in
     the process of  determining  the effects,  if any, the adoption of FAS 141R
     will have on its consolidated financial statements.

     In April 2009,  the FASB issued FASB Staff Position FAS 115-2 and FAS 124-2
     (FSP    115-2   and    124-2),    "Recognition    and    Presentation    of
     Other-Than-Temporary  Impairments,"  which amends the existing  guidance on
     determining whether an impairment is  other-than-temporary  for investments
     in debt  securities.  In addition,  the FASB issued FASB Staff Position FAS
     157-4  (FSP  157-4),  "Determining  Fair Value When the Volume and Level of
     Activity  for the  Asset or  Liability  Have  Significantly  Decreased  and
     Identifying  Transactions That Are Not Orderly," which provides  additional
     guidance on determining  the fair value of financial  assets in an inactive
     market or when a distressed transaction is present. FSP 115-2 and 124-2 and
     FSP 157-4 will be effective for the Company's third quarter of fiscal 2009,
     as the Company has not elected to early adopt  either FSP.  The Company has
     adopted this guidance in the year beginning April 1, 2009 without  material
     impact.

8. SUBSEQUENT EVENTS

     In May 2009, FASB issued SFAS No. 165,  "Subsequent Events." This Statement
     establishes  general  standards of accounting for and disclosures of events
     that occur after the balance sheet date but before financial statements are
     issued or are available to be issued. It defines subsequent events and also
     requires the  disclosure  of the date through which an entity has evaluated
     subsequent  events and the basis for that date. This Statement is effective
     for interim and annual  periods  ending  after June 15,  2009.  The Company
     adopted  SFAS  No.  165 for the  quarter  ended  June  30,  2009,  and have
     evaluated subsequent events through February 16, 2010.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

                                        11
<PAGE>
NOTE F - OPTION PURCHASE AGREEMENT

On July 14,  2009,  the Company  entered into a Farm-in  Agreement  with Dominus
Energy, A. G. (a corporation  domiciled in Switzerland) by which we acquired ten
percentage  points  (10%)  of  Dominus'   thirty-five   percentage  point  (35%)
participatory  interest in various specified oil and gas interests  totaling 638
net  acres in the  Randall  Island  Prospect  (the  "Farm-in  Agreement").  As a
condition  precedent to the effectiveness of the Farm-in Agreement,  the Company
was to be obligated to pay Dominus the amount of $475,000 to be  memorialized in
a promissory  note (the "Note") which would mature and become due and payable on
July 13, 2011.  The Note was never executed by the Company and the obligation no
longer  exists.  Under  Section 2 of the  Farm-in  Agreement,  the Note was only
supposed  to be payable by the Company in the event of  "successful  [test] well
completion.."  In addition,  Section 3 of the Farm-in  Agreement  provides other
contingencies  to our payments  under the Note,  including  the  completion  and
execution of assignment documents, all of which were conditions precedent to the
parties'  obligations under both the Note and the Farm-in Agreement,  which were
required to be waived or satisfied  by the parties on or before  August 15, 2009
or the Farm-In  Agreement  otherwise  automatically  would terminate without any
further  action by the  parties.  The parties  failed to waive or satisfy any of
these  conditions  contained in the Farm-in  Agreement by August 15, 2009.  As a
result,  on August 16, 2009 the  Farm-in  Agreement  and the Note  automatically
terminated.  A copy of the  Farm-in  Agreement  was  filed as  Exhibit  2.1 to a
Current  Report  on Form 8-K  filed by the  Company  on July  20,  2009,  and is
expressly incorporated herein by reference.

On July 28, 2009,  the Company  entered into an Option  Purchase  Agreement (the
"Option  Agreement")  by which we  acquired  from  Dominus  an option to buy its
working  interest in gas wells in the  Adams-Baggett  field in Crockett  County,
Texas.  Under  the  Option  Agreement,   Dominus  and  the  Company  effectively
terminated  and  released  themselves  from their  prior  acquisition  agreement
announced in early June 2009.  Under the Option  Agreement,  we may exercise our
option through  October 31, 2009, and Dominus  reserves for itself an overriding
royalty interest on all revenue generated by the project.  A copy of this Option
Agreement was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the
Company on July 29, 2009, and is expressly incorporated herein by reference. The
Company on October 31, 2009 failed to exercise  its option  under the  agreement
and therefore has let the Option  Agreement  lapse. The Company is currently not
pursuing other business  opportunities with Dominus Energy A. G. or other energy
businesses at this time.

NOTE G - LOANS FROM RELATED PARTY AND OTHER

Since inception  through the period ended December 31, 2009, a former  director
and  two shareholders of  the Company, have advanced the Company aggregate funds
totaling  approximately  $280,240. The  balances are unsecured and interest free
with no repayment terms.

NOTE H - INCOME TAXES

In June 2006, the FASB issued  Interpretation  No. 48 (FIN 48),  "Accounting for
Uncertainty in Income Taxes," an  interpretation  of SFAS 109,  "Accounting  for
Income Taxes." FIN 48 clarifies the accounting for uncertain tax positions.  FIN
48 prescribes a comprehensive model for how companies should recognize, measure,
present and disclose in their financial statements uncertain tax positions taken
or  expected  to be taken on a tax  return.  Under FIN 48,  tax  benefits  shall
initially be recognized in the financial  statements when it is more likely than
not the position will be sustained upon examination by the tax authorities. Such
tax positions shall initially and subsequently be measured as the largest amount
of tax benefit that is greater than 50% likely of being  realized  upon ultimate
settlement  with the tax authority,  assuming full knowledge of the position and
all relevant facts.  FIN 48 also revises  disclosure  requirements to include an
annual tabular rollforward of unrecognized tax benefits.  The provisions of this
interpretation  are required to be adopted for fiscal  periods  beginning  after
December 15, 2006. The Company adopted this provision beginning January 1, 2007.
Net impact due to the adoption of FIN 48 was no decrease to retained earnings.

                                         12
<PAGE>
At December 31, 2009,  the Company had  approximately $495,000  of federal net
operating  losses (NOL) carry  forwards,  respectively. It is  more likely than
not that the Company will not fully realize  certain  federal or states'  NOL's.
The  federal  and  state NOL  carry  forwards  begin to expire in 2019 and 2014,
respectively.

The  realization  of any future income tax benefits from the  utilization of net
operating  losses may be severely  limited.  Federal and state tax laws  contain
complicated change of control provisions  (generally when a more than 50 percent
ownership change occurs within a three-year period), which, if triggered,  could
limit or eliminate the use of the Company's net operating loss carry-forwards.

NOTE I - CAPITAL STOCK TRANSACTIONS

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

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

NOTE J - COMMITMENTS AND CONTINGENCIES

On February 5, 2009,  the  Company  entered  into a  consulting  agreement  with
Capital Consulting,  Inc. to provide financial consulting and managerial support
services  to the  Company.  Mr.  Mark  Schaftlein,  Capital  Consulting,  Inc.'s
controlling  shareholder  has been  designated as the Company's  Chief Executive
Officer in accordance with this agreement. In consideration for the services the
Company agreed to pay Capital Consulting, Inc. compensation of $10,000 per month
beginning  February  2009  through  July 2009 and $15,000 per month  August 2009
through  January  2010.  Mr.  Schaftlein  resigned  from his  position  as Chief
Executive  Officer of the Company on August 24,  2009  thereby  terminating  his
agreement.  The Company has recorded an outstanding  obligation of $60,000 under
this agreement as of December 31, 2009.

On June 30, 2009,  the Company  entered into a consulting  agreement  with S. W.
Hatfield, CPA to provide financial consulting and managerial support services to
the Company.  Mr. Scott  Hatfield,  S. W. Hatfield,  CPA's  principal,  has been
designated  as the Company's  Chief  Financial  Officer in accordance  with this
agreement.  In  consideration  for the services the Company  agreed to pay S. W.
Hatfield, CPA compensation of $3,000 per month beginning July 1, 2009 for a term
of 12 months. Mr. Hatfield resigned from his position as Chief Financial Officer
of the Company on August 24, 2009 thereby terminating his agreement. The Company
has recorded an  outstanding  obligation  of $6,000  under this  agreement as of
December 31, 2009.

On December 14, 2009 the Board of Directors retained the services of Mr. Kenneth
Yonika, CPA as interim Chief Executive Officer and Chief Financial Officer.  Mr.
Yonika provides his services to the Company through a consulting  agreement with
Pacific Crest Equity Partners,  Inc.  (Pacific Crest).  In consideration for the
services the Company agreed to pay Pacific Crest compensation based on a formula
of equity  and cash  determined  by the  number of  professional  hours that Mr.
Yonika/Pacific  Crest provides to the Company on a monthly basis. The Company as
of the date of this report has not paid any  consideration to Pacific Crest. The
Company has recorded an  outstanding  obligation of $24,000 under this agreement
as of December 31, 2009.

                                       13
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) FORWARD-LOOKING STATEMENTS

Any  statements in this  Quarterly  Report on Form 10-Q about our  expectations,
beliefs,  plans,  objectives,  prospects,  financial  condition,  assumptions or
future events or performance are not historical  facts and are  "forward-looking
statements"  as that term is defined under the Federal  Securities  Laws.  These
statements are often,  but not always,  made through the use of words or phrases
such as "believe," "anticipate," "should," "intend," "plan," "will,"  "expects,"
"estimates," "projects," "positioned," "strategy," "outlook," and similar words.
You should read  statements  that contain these types of words  carefully.  Such
forward-looking  statements are subject to a number of risks,  uncertainties and
other factors that could cause actual results to differ  materially from what is
expressed or implied in such forward-looking statements.  There may be events in
the future that we are not able to predict  accurately  or over which we have no
control.  Potential  risks and  uncertainties  include,  but are not limited to,
those  discussed  below under "Risk  Factors" and  elsewhere  in this  Quarterly
Report as well as other risks and uncertainties detailed in our Annual Report on
Form 10-K,  filed with the Securities and Exchange  Commission on June 29, 2009.
We do not  undertake any  obligation  to release  publicly any revisions to such
forward-looking  statements to reflect  events or  uncertainties  after the date
hereof or to reflect the occurrence of unanticipated events.

(2)  GENERAL

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, we commenced trading on the Over-the-Counter Bulletin Board
under  the  symbol  "NORT.OB."  Currently  our  symbol  on the  Over-the-Counter
Bulletin Bulletin Board is "NXPN.OB."

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

(3) RESULTS OF OPERATIONS

THE THREE MONTHS ENDED DECEMBER 31, 2009 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2008.

The Company has had no revenues for the three month periods ended December 31,
2009 and 2008.

General and administrative expenses for the respective three month periods ended
December  31,  2009 and 2008  were  approximately  $12,400  and  $17,700.  These
expenses  relate  directly  to the  maintenance  of  the  corporate  entity  and
compliance with the filing  requirements of the Securities Exchange Act of 1934,
as amended,  including  the payment of  consulting  fees for various  financial,
management  and  oversight  services.  The  Company  may or may  not  experience
increases in expenses in future periods as the Company  explores various options
for the  implementation  of its business plan.  Further,  it is anticipated that
future  expenditure  levels may increase as the Company  intends to fully comply
with its  periodic  reporting  requirements.  The  Company has  identified  some
limited options within its business  niche,  however they have not panned out to
be of any success.

Earnings per share for the  respective  three month periods  ended  December 31,
2009 and 2008,  respectively,  were nil, based on the adjusted  weighted-average
shares issued and outstanding at the end of each respective period.

                                       14
<PAGE>
THE NINE MONTHS ENDED DECEMBER 31, 2009 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 2008.

The Company has had no revenues for the nine month  periods  ended  December 31,
2009 and 2008 nor for the period  from  November  17,  2004 (date of  inception)
through December 31, 2009.

General and administrative  expenses for the respective nine month periods ended
December  31,  2009 and 2008 were  approximately  $292,700  and  $31,700.  These
expenses  relate  directly  to the  maintenance  of  the  corporate  entity  and
compliance with the filing  requirements of the Securities Exchange Act of 1934,
as amended,  including  the payment of  consulting  fees for various  financial,
management  and  oversight  services.  The  Company  may or may  not  experience
increases in expenses in future periods as the Company  explores various options
for the  implementation  of its business plan.  Further,  it is anticipated that
future  expenditure  levels may increase as the Company  intends to fully comply
with its  periodic  reporting  requirements.  The  Company has  identified  some
limited options within its business  niche,  however they have not panned out to
be of any success.

Earnings per share for the respective nine month periods ended December 31, 2009
and 2008, respectively,  were nil, based on the adjusted weighted-average shares
issued and outstanding at the end of each respective period.


At December 31,2009 and March 31, 2009,the Company had a working capital deficit
of approximately $495,000 and $170,000, respectively.

In the event that insufficient  working capital to maintain the corporate entity
and  implement  our business plan is not  available,  the Company's  controlling
stockholders  may have to  maintain  the  corporate  status of the  Company  and
provide all necessary working capital support on the Company's behalf.  However,
no formal commitments or arrangements to advance or loan funds to the Company or
repay any such  advances or loans exist.  There is no legal  obligation  for the
Company's  significant   stockholders  to  provide  additional  future  funding.
Further,  the  Company is at the mercy of future  economic  trends and  business
operations for the Company are  controlling  stockholders  to have the resources
available to support the Company.  At the current  time,  it is uncertain if the

Company's controlling  stockholders will provide additional resources to support
the corporate entity and satisfy existing debts and obligations.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable  for a business  transaction  in the future.  Further,  there can be no
assurance that the Company would be successful in  consummating  any acquisition
on favorable  terms or that it will be able to  profitably  manage the business,
product, technology or company it acquires.

(3) PLAN OF BUSINESS

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


During our fiscal year ended March 31, 2009, our primary  activity and focus was
the  consummation  of the  transaction  with  Dominus Energy AG (see our Annual
Report filed of Form 10-K on June 29, 2009) and reviewing  potential
acquisitions  in the  natural  resources  sector.

On July 14,  2009,  the Company  entered into a Farm-in  Agreement  with Dominus
Energy, A. G. (a corporation  domiciled in Switzerland) by which we acquired ten
percentage  points  (10%)  of  Dominus'   thirty-five   percentage  point  (35%)
participatory  interest in various specified oil and gas interests  totaling 638
net  acres in the  Randall  Island  Prospect  (the  "Farm-in  Agreement").  As a
condition  precedent to the effectiveness of the Farm-in Agreement,  the Company
was to be obligated to pay Dominus the amount of $475,000 to be  memorialized in
a promissory  note (the "Note") which would mature and become due and payable on

                                       15
<PAGE>
July 13, 2011.  The Note was never executed by the Company and the obligation no
longer  exists.  Under  Section 2 of the  Farm-in  Agreement,  the Note was only
payable by the Company in the event of  "successful[test]  well completion.." In
addition, Section 3 of the Farm-in Agreement provides other contingencies to our
payments  under the Note,  including the  completion and execution of assignment
documents,  all of which were conditions  precedent to the parties'  obligations
under both the Note and the Farm-in Agreement,  which were required to be waived
or  satisfied  by the  parties  on or  before  August  15,  2009 or the  Farm-In
Agreement otherwise  automatically would terminate without any further action by
the  parties.  The parties  failed to waive or satisfy  any of these  conditions
contained in the Farm-in  Agreement by August 15, 2009.  As a result,  on August
16, 2009 the Farm-in Agreement and the Note automatically  terminated. A copy of
the Farm-in  Agreement was filed as Exhibit 2.1 to a Current  Report on Form 8-K
filed by the Company on July 20, 2009, and is expressly  incorporated  herein by
reference.

On July 28, 2009,  the Company  entered into an Option  Purchase  Agreement (the
"Option  Agreement")  by which we  acquired  from  Dominus  an option to buy its
working  interest in gas wells in the  Adams-Baggett  field in Crockett  County,
Texas.  Under  the  Option  Agreement,   Dominus  and  the  Company  effectively
terminated  and  released  themselves  from their  prior  acquisition  agreement
announced in early June 2009.  Under the Option  Agreement,  we may exercise our
option through  October 31, 2009, and Dominus  reserves for itself an overriding
royalty interest on all revenue generated by the project.  A copy of this Option
Agreement was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the
Company on July 29, 2009, and is expressly incorporated herein by reference. The
Company on October 31, 2009 failed to exercise  its option  under the  agreement
and therefore has let the Option  Agreement  lapse. The Company is currently not
pursuing other business  opportunities with Dominus Energy A. G. or other energy
business at this time.

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 few 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
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 significant  additional funding to implement our proposed future
business activities.

Currently  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.

(4) LIQUIDITY AND CAPITAL RESOURCES

The Company is in default under meeting various financial obligations related to
management and financial consulting support.  Further, the Company is in default
on several  oral  agreements  related  to the  payment  of  delinquent  accounts
payable.  Without proper  attention,  any or all of these agreements could leave
the Company  vulnerable to a lack of management  oversight,  inability to obtain
operating   supplies  from  vendors  and/or  potential   litigation,   including
involuntary bankruptcy proceedings.

In the event that insufficient  working capital to maintain the corporate entity
and  implement  our business plan is not  available,  the Company's  controlling
stockholders  may have to  maintain  the  corporate  status of the  Company  and

                                       16
<PAGE>
provide all necessary working capital support on the Company's behalf.  However,
no formal commitments or arrangements to advance or loan funds to the Company or
repay any such  advances or loans exist.  There is no legal  obligation  for the
Company's  significant   stockholders  to  provide  additional funding.
Further,  the  Company is at the mercy of future  economic  trends and  business
operations for the Company are  controlling  stockholders  to have the resources
available to support the Company.  At the current  time,  it is uncertain if the
Company's controlling  stockholders will provide additional resources to support
the corporate entity and satisfy existing debts and obligations.

The Company has no current plans, proposals, arrangements or understandings with
respect to any other potential business transaction.  Accordingly,  there can be
no assurance that sufficient  funds will be available to the Company to allow it
to cover the expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

(5) CRITICAL ACCOUNTING POLICIES

Our financial  statements and related public financial  information are based on
the application of accounting principles generally accepted in the United States
("GAAP").  GAAP  requires  the  use of  estimates;  assumptions,  judgments  and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities,  revenue and expense amounts reported. These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use of estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

Our  significant  accounting  policies are summarized in Note D of our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on our  consolidated  results  of
operations,  financial  position or liquidity for the periods  presented in this
report.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4 - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure  controls and  procedures  designed to ensure
that  information  required to be  disclosed  in our reports  filed or submitted
under the U.S.  Securities  Exchange Act of 1934, as amended  (Exchange Act), is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC rules and forms.  These  controls and procedures are also designed to
ensure that such  information is accumulated  and  communicated to the Company's
management,  including the Chief  Executive  Officer  (CEO) and Chief  Financial
Officer  (CFO),  as  appropriate to allow timely  decisions  regarding  required
disclosure.  Internal  controls are  procedures  designed to provide  reasonable
assurance that:  transactions  are properly  authorized;  assets are safeguarded
against unauthorized or improper use; and transactions are properly recorded and
reported,  to permit the  preparation of our financial  statements in conformity
with generally accepted accounting principles.

A control  system,  no matter how well designed and  operated,  can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met.  Further,  the design of a control  system must reflect the fact that there

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<PAGE>
are  resource  constraints,  and the  benefits  of controls  must be  considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
errors or mistakes.  Controls can also be circumvented by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.  Over time, controls may become inadequate because of changes
in conditions or  deterioration in the degree of compliance with its policies or
procedures.  Because of the inherent  limitations  in a  cost-effective  control
system,  misstatements  due to error or fraud may occur and not be detected.  We
continuously  evaluate our internal controls and make changes to improve them as
necessary.  Our intent is to maintain our disclosure controls as dynamic systems
that change as conditions warrant.

An  evaluation  was  carried  out,  under  the   supervision  of  and  with  the
participation of our management, including our CEO and CFO, of the effectiveness
of the  Company's  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e)  and  15d-15(e)  under the  Exchange  Act) as of the end of the period
covered by this report. Based upon the controls evaluation, our CEO and CFO have
concluded  that,  as of the end of the period  covered  by this Form  10-Q,  the
Company's disclosure controls and procedures are effective to provide reasonable
assurance that information  required to be disclosed in our Exchange Act reports
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC rules and forms, and is accumulated and communicated to our
management,  including our CEO and CFO, as appropriate to allow timely decisions
regarding required disclosure.

(b) Changes in Internal Controls

During  the  quarter  ended June 30,  2009,  a press  release,  unknown to prior
management and unapproved by prior  management,  was  distributed to the general
public without the filing of a Current Report on Form 8-K or without  compliance
with  various  fact  checking  protocols.  Corrective  action was taken by prior
management  through the filing of a Current Report on Form 8-K on July 29, 2009.
There were no other  significant  changes  (including  corrective  actions  with
regard to  significant  deficiencies  or material  weaknesses)  in our  internal
controls over financial  reporting  that occurred  during the quarter ended June
30, 2009 that have materially  affected,  or are reasonably likely to materially
affect, our internal control over financial reporting.

(c) Corrective Actions

Management has  taken steps to assure that the  Company's  former as well as any
future investor relations firm issues no document. Only the Company's management
may issue press releases and that no press release may be issued without outside
legal counsel review for the need to concurrently file a Current  Report on Form
8-K is  assessed. Further,  management  has notified all  potential  sources for
press releases that only authorized corporate officers may issue any information
on the Company to the general public.

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

The  Company  is  subject  to  other  potential   liabilities  under  government
regulations  and various claims and legal actions that may be asserted.  Matters
may arise in the ordinary course and conduct of the Company's business,  as well
as through  its  acquisitions.  Claim  estimates  that are  probable  and can be
reasonably  estimated are reflected as liabilities of the Company.  The ultimate
resolution of these matters is subject to many  uncertainties.  It is reasonably
possible  that  matters,  which may be  asserted,  could  ultimately  be decided
unfavorably  for the  Company.  Although the amount of liability at December 31,
2009,  currently cannot be ascertained,  the Company believes that any resulting
liability  should not  materially  affect the Company's  consolidated  financial
statements.

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<PAGE>
ITEM 1A - RISK FACTORS

There are no material  changes from risk factors  disclosed in our Form 10-K for
the year ended March 31, 2009, as filed on June 29, 2009.

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None.

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

None.

ITEM 5 - OTHER INFORMATION

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS

RESIGNATIONS

Reference is made to a Current  Report on Form 8-K filed on June 17, 2009 noting
that the Board of Directors accepted the resignation of David Naylor as a member
of the Board of Directors of the Company.  On June 24, 2009, Mr. Naylor resigned
as the Company's Chief Financial Officer.

Reference  is made to a Current  Report on Form 8-K  filed on  August  27,  2009
noting that the Board of Directors  accepted  the  resignations  of Mssrs.  Mark
Schaftlein,  former  Chief  Executive  Officer and Mr. Scott W.  Hatfield,  CPA,
former Chief Financial Officer, effective the 24th of August, 2009.

Reference  is made to a Current  Report on Form 8-K  filed on  November 4,  2009
noting that the Board of Directors accepted the resignation of Mr. Stephen Mohan
as a director, effective the 27th of October, 2009.

The  Company accepted the  resignations of Mr. Darrin Holman from the Board of
Directors and Mr. P. Andrew Jeschke from the office of Chief Operating Officer
of the Company.

INFORMATION  STATEMENT  UNDER  SECTION 14(C) OF THE  SECURITIES  EXCHANGE ACT OF
1934, AS AMENDED

No reports required.

ITEM 6 - EXHIBITS

31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 - Chief
     Executive Officer
31.2 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 - Chief
     Financial Officer
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 - Chief
     Executive Officer
32.2 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 - Chief
     Financial Officer


                        (Signatures follow on next page)

                                       19
<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: February 22, 2010                      /s/ KENNETH J. YONIKA
                                              ----------------------------------
                                              Kenneth J. Yonika, CPA
                                              Interim Chief Executive Officer
                                              And Chief Financial Officer

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