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

                                   Form 10-Q/A
                                 Amendment No. 1

Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarter ended December 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                                            n/a
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

                                       N/A
                      (Address of prior executive offices)

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

          Securities registered pursuant to Section 12(g) of the Act:

                              Common Stock, $0.001
                                (Title of Class)

Indicate by checkmark whether the issuer:  (1) has 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 is a large  accelerated  filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

          Applicable Only to Issuer Involved in Bankruptcy Proceedings
                        During the Preceding Five Years.

                                       N/A

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

                    Applicable Only to Corporate Registrants

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the most practicable date:

     Class                                   Outstanding as of February 10, 2008
     -----                                   -----------------------------------
Common Stock, $0.001                                    33,240,000
<PAGE>
                           NORTHERN EXPLORATIONS LTD.

                                    Form 10-Q

Part I FINANCIAL INFORMATION

Item 1.  Financial Statements                                                 3
           Balance Sheets
           Statements of Operations
           Statements of Cash Flows
           Notes to Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          20

Item 4.  Controls and Procedures                                             20

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   21

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         21

Item 3.  Defaults Upon Senior Securities                                     22

Item 4.  Submission of Matters to a Vote of Security Holders                 22

Item 5.  Other Information                                                   22

Item 6.  Exhibits                                                            23

                                       2
<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS

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

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

CURRENT ASSETS
  Cash                                                                $    122           $    270
  Prepaid expenses                                                       4,459                 --
                                                                      --------           --------
TOTAL CURRENT ASSETS                                                     4,581                270
                                                                      --------           --------

      TOTAL ASSETS                                                    $  4,581           $    270
                                                                      ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                    $  7,096           $  1,600
  Loan from Related Party                                               37,000              6,500
                                                                      --------           --------
TOTAL CURRENT LIABILITIES                                               44,096              8,100

      TOTAL LIABILITIES                                                 44,096              8,100

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 33,240,000 shares issued  and outstanding
   as of December 31, 2008 and March 31, 2008, respectively)            33,240             33,240
  Additional paid-in capital                                            (1,240)            (1,240)
  Deficit accumulated during exploration stage                         (71,515)           (39,830)
                                                                      --------           --------
TOTAL STOCKHOLDERS' EQUITY                                             (39,515)            (7,830)
                                                                      --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        $  4,581           $    270
                                                                      ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                      Statements of Operations (unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     November 17, 2004
                                Nine Months      Three Months       Nine Months      Three Months       (inception)
                                  Ended             Ended             Ended             Ended             through
                                December 31,      December 31,      December 31,      December 31,      December 31,
                                   2008              2008              2007              2007              2008
                                -----------       -----------       -----------       -----------       -----------
<S>                             <C>               <C>               <C>               <C>               <C>
REVENUES
  Revenues                      $        --       $        --       $        --       $        --       $        --
                                -----------       -----------       -----------       -----------       -----------
TOTAL REVENUES                           --                --                --                --                --

OPERATING COSTS
  Administrative Expenses            31,685            17,672             9,326             3,647            71,515
                                -----------       -----------       -----------       -----------       -----------
TOTAL OPERATING COSTS                31,685            17,672             9,326             3,647            71,515
                                -----------       -----------       -----------       -----------       -----------

NET INCOME (LOSS)               $   (31,685)      $   (17,672)      $    (9,326)      $    (3,647)      $   (71,515)
                                ===========       ===========       ===========       ===========       ===========

BASIC EARNINGS PER SHARE        $     (0.00)      $     (0.00)      $     (0.00)      $     (0.00)
                                ===========       ===========       ===========       ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING       33,240,000        33,240,000        33,240,000        33,240,000
                                ===========       ===========       ===========       ===========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
         From November 17, 2004 (Inception) through September 30, 2007
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                   Common       Additional       During
                                                    Common         Stock         Paid-in       Exploration
                                                    Stock          Amount        Capital         Stage          Total
                                                    -----          ------        -------         -----          -----
<S>                                               <C>           <C>            <C>            <C>             <C>
BALANCE, NOVEMBER 17, 2004                               --       $    --       $     --       $     --       $     --

Stock issued for cash on December 7, 2004
 @ $0.0001667 per share                          18,000,000        18,000        (15,000)                        3,000

Stock issued for cash on December 22, 2004
 @ $0.001667 per share                           15,000,000        15,000         10,000                        25,000

Stock issued for cash on January 17, 2005
 @ $0.01667 per share                               240,000           240          3,760                         4,000

Net loss, March 31, 2005                                                                         (4,328)        (4,328)
                                                -----------       -------       --------       --------       --------
BALANCE, MARCH 31, 2005                          33,240,000        33,240         (1,240)        (4,328)        27,672
                                                -----------       -------       --------       --------       --------
Net loss, March 31, 2006                                                                        (13,201)       (13,201)
                                                -----------       -------       --------       --------       --------
BALANCE, MARCH 31, 2006                          33,240,000        33,240         (1,240)       (17,529)        14,471
                                                -----------       -------       --------       --------       --------
Net loss, March 31, 2007                                                                         (8,508)        (8,508)
                                                -----------       -------       --------       --------       --------
BALANCE, MARCH 31, 2007                          33,240,000        33,240         (1,240)       (26,037)         5,963
                                                -----------       -------       --------       --------       --------
Net loss, March 31, 2008                                                                        (13,793)       (13,793)
                                                -----------       -------       --------       --------       --------
BALANCE, MARCH 31, 2008                          33,240,000        33,240         (1,240)       (39,830)        (7,830)
                                                -----------       -------       --------       --------       --------
Net loss, December 31, 2008                                                                     (31,685)       (31,685)
                                                -----------       -------       --------       --------       --------
BALANCE, DECEMBER 31, 2008 (UNAUDITED)           33,240,000       $33,240       $ (1,240)      $(71,515)      $(39,515)
                                                ===========       =======       ========       ========       ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                       Statement of Cash Flows (unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                               November 17, 2004
                                                 Nine Months    Three Months     Nine Months    Three Months      (inception)
                                                   Ended           Ended           Ended           Ended            through
                                                 December 31,    December 31,    December 31,    December 31,     December 31,
                                                    2008            2008            2007            2007             2008
                                                  --------        --------        --------        --------         --------
<S>                                               <C>             <C>             <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                               $(31,685)       $(17,672)       $ (9,326)       $ (3,647)        $(71,515)
  Changes in operating assets and liabilities:
    Increase in prepaid expenses                    (4,459)         (4,459)         (4,459)
    Increase (decrease) in accounts payable          5,496           5,963            (412)            968            7,096
                                                  --------        --------        --------        --------         --------
          NET CASH PROVIDED BY (USED IN)
           OPERATING ACTIVITIES                    (30,648)        (16,168)         (9,738)         (2,679)         (68,878)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan from Related Party                           30,500          10,500           3,000           3,000           37,000
  Issuance of common stock                              --              --              --              --            5,540
  Additional paid-in capital                            --              --              --              --           26,460
                                                  --------        --------        --------        --------         --------
          NET CASH PROVIDED BY (USED IN)
           FINANCING ACTIVITIES                     30,500          10,500           3,000           3,000           69,000
                                                  --------        --------        --------        --------         --------

NET INCREASE (DECREASE) IN CASH                       (148)         (5,668)         (6,738)            321              122

CASH AT BEGINNING OF PERIOD                            270           5,790           7,543             484               --
                                                  --------        --------        --------        --------         --------

CASH AT END OF PERIOD                             $    122        $    122        $    805        $    805         $    122
                                                  ========        ========        ========        ========         ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                        See Notes to Financial Statements

                                       6
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 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 is a natural  resource  exploration  and  production  company  currently
engaged in the  exploration,  acquisition  and  development of properties in the
United  States and within  North  America.  The Company is  currently  reviewing
potential  acquisitions in the natural  resource sector and is in the process of
completing a due diligence investigation of various opportunities in the oil and
gas sector, as well as the base and precious metals sectors.

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of $71,515 since inception and further losses are anticipated in the development
of its  business  raising  substantial  doubt  about the  Company's  ability  to
continue as a going  concern.  Its  ability to  continue  as a going  concern is
dependent upon the ability of the Company to generate  profitable  operations in
the future and/or to obtain the necessary  financing to meet its obligations and
repay its  liabilities  arising from normal  business  operations when they come
due. Management has plans to seek additional capital through a private placement
and public offering of its common stock. The financial statements do not include
any adjustments  relating to the  recoverability  and classification of recorded
assets,  or the  amounts  of and  classification  of  liabilities  that might be
necessary in the event the Company cannot continue in existence.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

A) MINERAL PROPERTY COSTS

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

                                       7
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 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.

                                       8
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 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 December 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
$71,515  during the period from  November 17, 2004  (inception)  to December 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.

                                       9
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 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

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

NOTE 5.  SHARE CAPITAL

On December 7, 2004, the Company sold  18,000,000  shares of its common stock at
$0.000167 per share. On December 22, 2004, the Company sold 15,000,000 shares of
its common stock at $0.001667 per share.  On January 17, 2005,  the Company sold
240,000 shares of its common stock at $0.016667 per share.

                                       10
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 5. SHARE CAPITAL (continued)

On July 14, 2008,  the company  authorized and approved a forward stock split of
six for one (6:1) of the total issued and  outstanding  shares of common  stock.
The forward stock split increased issued and outstanding  shares of common stock
from 5,540,000 to 33,240,000 shares of common stock. All share amounts have been
retroactively adjusted for all periods presented.

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of September 30, 2008:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          33,240,000 shares issued and outstanding.

At December 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 $53,843,  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 December  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              $ 71,515
                 Statutory tax rate                    34%
                                                 --------
                 Deferred tax asset              $ 24,315
                 Valuation allowance              (24,315)
                                                 --------

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

                                       11
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

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.

NOTE 8. RELATED PARTY TRANSACTION

Since  inception  through the period  ended  December  31, 2008 a director and a
principal  shareholder of the company,  advanced the company funds in the amount
of $37,000.  The balance is unsecured and interest free with no specified  terms
of repayment.

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

NOTE 9. SUBSEQUENT EVENT - MATERIAL CONTRACT

On January 15, 2009 the Company signed a contract with Crescendo Communications,
LLC for implementation of the Company's investor relations program. The services
to be  performed  by  Crescendo  on behalf of the  Company  will  consist of the
following:

     a.   Providing  objective  counseling  on the  full  spectrum  of  investor
          relations  issues  including  best  practices,   material  disclosure,
          corporate governance and crisis communications

     b.   Preparing collateral marketing materials including:
          i)   Corporate  fact  sheet
          ii)  Investor slide  presentation
          iii) Investor relations section of the Company's website

     c.   Drafting,  reviewing  and  finalizing  all  financial  press  releases
          subject to Company's approval

     d.   Arranging  meetings and phone  introductions  between  management  and
          targeted buy/sell-side firms and investment bankers as appropriate

     e.   Assembling and maintaining investor distribution list

In  consideration  of the  Services,  the Company shall pay Crescendo an initial
$12,500 payment to cover Services  through  February 28, 2009, which payment was
due and made upon on signing of the agreement.  Due on March 1, 2009, and due on
the first of each subsequent month thereafter, the Company shall pay Crescendo a
$5,000 monthly retainer fee.

                                       12
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 9. SUBSEQUENT EVENT - MATERIAL CONTRACT (continued)

The term of this  Agreement  shall be for twelve (12) months  commencing  on the
date of the agreement. The Company may terminate the agreement effective anytime
after March 31, 2009 provided that the Company  provides  Crescendo  thirty (30)
days written notice.

                                       13
<PAGE>
                           FORWARD LOOKING STATEMENTS

Statements  made in this Form 10-Q 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.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF
        OPERATION

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   (February  14,  2006),  we  commenced   trading  on  the
Over-the-Counter Bulletin Board under the symbol "NORT: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.

RECENT DEVELOPMENTS

JULY 2008 FORWARD STOCK SPLIT

On July 14, 2008, our Board of Directors, pursuant to minutes of written consent
in lieu of a special  meeting,  authorized and approved a forward stock split of
six for one (6:1) of our total  issued and  outstanding  shares of common  stock
(the "July 2008 Forward  Stock  Split").  Each of our  shareholders  holding one
share of common stock was entitled to receive an  additional  five shares of our
restricted  common stock. The additional shares of our common stock to be issued
to the  shareholders  in accordance  with the July 2008 Forward Stock Split were
mailed on  approximately  July 31,  2008  without  any action on the part of the
shareholders.

The July 2008 Forward Stock Split was effectuated based on market conditions and
upon a determination  by our Board of Directors that the July 2008 Forward Stock
Split was in our best interests and of the  shareholders.  In our judgment,  the
July 2008 Forward  Stock Split  resulted in an increase in our trading  float of

                                       14
<PAGE>
shares of common stock  available for sale resulting in facilitation of investor
liquidity  and trading  volume  potential.  The intent of the July 2008  Forward
Stock Split was to increase the marketability of our common stock.

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

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.

DOMINUS ENERGY AG

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

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

As of the  date of this  Quarterly  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

                                       15
<PAGE>
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.

RESULTS OF OPERATION

We are an exploration  stage company and have not generated any revenue to date.
We have incurred  recurring  losses to date. Our financial  statements have been
prepared assuming that we will continue as a going concern and, accordingly,  do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.  We expect we will require additional capital to meet our
long term operating requirements. We expect to raise additional capital through,
among other things, the sale of equity or debt securities.

The  summarized  financial data set forth in the table below is derived from and
should be read in conjunction  with our unaudited  financial  statements for the
nine month period ended  December 31, 2008 and December 31, 2007,  including the
notes to those financial statements which are included in this Quarterly 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.  Our  audited  financial
statements  are stated in United  States  Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.

The following  table sets forth selected  financial  information for the periods
indicated.

RESULTS OF OPERATION

                                                            For the Period from
                              Nine Month Period Ended        November 17, 2004
                                 December 31, 2008             (inception) to
                               and December 31, 2007             December 31,
                              2008               2007               2008
                            --------           --------           --------
Operating Costs
  Administrative
  Expenses                  $ 31,685           $  9,326           $ 71,515
                            --------           --------           --------

Net Loss                    $(31,685)          $ (9,326)          $(71,515)
                            ========           ========           ========

We have incurred  recurring  losses to date. Our financial  statements have been
prepared assuming that we will continue as a going concern and, accordingly,  do
not include adjustments relating to the recoverability and realization of assets

                                       16
<PAGE>
and classification of liabilities that might be necessary should we be unable to
continue in operation.

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

NINE MONTH  PERIOD ENDED  DECEMBER 31, 2008  COMPARED TO NINE MONTH PERIOD ENDED
DECEMBER 31, 2007.

Our net loss for the nine month  period ended  December  31, 2008 was  ($31,685)
compared to a net loss of ($9,326)  during the nine month period ended  December
31, 2007 (an increase of $22,359).  During the nine month periods ended December
31, 2008 and September 30, 2007, we did not generate any revenue.

During the nine month period ended  December  31,  2008,  we incurred  operating
costs consisting of administrative expenses in the amount of $31,685 compared to
$9,326  incurred  during the nine  month  period  ended  December  31,  2007 (an
increase of $22,359).

Administrative expenses incurred during the nine month period ended December 31,
2008  compared  to the nine month  period  ended  December  31,  2007  increased
primarily  due to the increase in  professional  fees  associated  the increased
scale and scope of our business  operations and with our reporting  requirements
as a public  company  under the  Securities  Exchange  Act of 1934,  as amended.
General  and  administrative  expenses  generally  include  corporate  overhead,
financial and  administrative  contracted  services,  marketing,  and consulting
costs.

Our net loss was ($31,685)  during the nine month period ended December 31, 2008
as  compared  to a net loss of  ($9,326)  during  the nine  month  period  ended
December  31,  2007.  The  weighted  average  number of shares  outstanding  was
33,240,000 for the nine month periods ended December 31, 2008 and 2007.

THREE MONTH PERIOD ENDED  DECEMBER 31, 2008 COMPARED TO THREE MONTH PERIOD ENDED
DECEMBER 31, 2007.

Our net loss for the three month  period ended  December 31, 2008 was  ($17,672)
compared to a net loss of ($3,647)  during the three month period ended December
31, 2007 (an increase of $14,025). During the three month periods ended December
31, 2008 and December 31, 2007, we did not generate any revenue.

During the three month period ended  December  31, 2008,  we incurred  operating
costs consisting of administrative expenses in the amount of $17,672 compared to
$3,647  incurred  during the three  month  period  ended  December  31, 2007 (an
increase of $14,025).

Administrative  expenses  incurred  during the three month period ended December
31, 2008  compared to the three month period ended  December 31, 2007  increased
primarily due to the increase in professional fees associated with the increased

                                       17
<PAGE>
scale and scope of our business  operations and with our reporting  requirements
as a public company under the Securities Exchange Act of 1934, as amended.

Our net loss was ($17,672) during the three month period ended December 31, 2008
as  compared  to a net loss of  ($3,647)  during the three  month  period  ended
December  31,  2007.  The  weighted  average  number of shares  outstanding  was
33,240,000  for the three month periods ended December 31, 2008 and December 31,
2007.

LIQUIDITY AND CAPITAL RESOURCES

NINE MONTH PERIOD ENDED DECEMBER 31, 2008

As at the nine month period ended  December  31, 2008,  our current  assets were
$4,581 and our current  liabilities  were $44,096,  which  resulted in a working
capital deficit of $39,515. As at the nine month period ended December 31, 2008,
total  assets  were  comprised  of: (i) $122 in cash;  and (ii) $4459 in prepaid
expenses.  As at  the  nine  month  period  ended  December  31,  2008,  current
liabilities were comprised of: (i) $7,096 in accounts payable;  and (ii) $37,000
in loan from related party.

As at fiscal year ended March 31, 2008,  our total assets were $270 comprised of
cash. The increase in total assets during the nine month period ended  September
30, 2008 from fiscal year ended March 31, 2008 was  primarily due to an increase
in prepaid expenses.

As at fiscal  year ended  March 31,  2008,  our total  liabilities  were  $8,100
comprised  of: (i) $1,600 in  accounts  payable;  and (ii) $6,500 in loan due to
related party.  The increase in  liabilities  during the nine month period ended
December 31, 2008 from fiscal year ended March 31, 2008 was primarily due to the
increase in loan from related party and in accounts payable.

Stockholders'  equity  (deficit)  increased  from ($7,830) for fiscal year ended
March 31, 2008 to ($39,515) for the nine month period ended December 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
nine month  period ended  December  31,  2008,  net cash flows used in operating
activities was ($30,648) consisting primarily of a net loss of ($31,685) changed
by an increase in prepaid  expenses of $4,459 and in accounts payable of $5,496.
For the nine period ended  December  31, 2007,  net cash flows used in operating
activities  was  ($9,738)  changed  by a  decrease  in the  amount  of ($412) in
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 nine  month  period  ended
December  31,  2008,  net cash flows  provided  from  financing  activities  was
$30,500.  Cash flows from  financing  activities for the nine month period ended
December 31, 2008 consisted of $30,500 in loan from related party.

                                       18
<PAGE>
PLAN OF OPERATION AND FUNDING

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

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling  initiatives on current properties and future properties;  and
(iii) future  property  acquisitions.  We intend to finance these  expenses with
further issuances of securities,  and debt issuances.  Thereafter,  we expect we
will need to raise  additional  capital and generate  revenues to meet long-term
operating  requirements.  Additional  issuances  of equity or  convertible  debt
securities will result in dilution to our current  shareholders.  Further,  such
securities  might have rights,  preferences  or privileges  senior to our common
stock.  Additional  financing may not be available upon acceptable  terms, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  we may not be  able  to  take  advantage  of  prospective  new  business
endeavors or opportunities,  which could  significantly and materially  restrict
our business operations.

MATERIAL COMMITMENTS

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

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

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

                                       19
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial  position,
results of  operations or cash flows due to adverse  change in foreign  currency
and interest rates.

EXCHANGE RATE

Our reporting currency is United States Dollars ("USD"). In the event we acquire
any properties  outside of the United States,  the fluctuation of exchange rates
may have  positive or negative  impacts on our results of  operations.  However,
since we anticipate that our properties may be located within the United States,
any potential  revenue and expenses will be denominated in U.S. Dollar,  and the
net income effect of appreciation and devaluation of the currency against the US
Dollar would be limited to our costs of acquisition of property.

INTEREST RATE

Interest  rates in the United  States are  generally  controlled.  Any potential
future loans will relate mainly to  acquisition of properties and will be mainly
short-term.  However our debt may be likely to rise in connection with expansion
and if  interest  rates  were  to rise  at the  same  time,  this  could  have a
significant  impact  on our  operating  and  financing  activities.  We have not
entered  into  derivative  contracts  to hedge  existing  risks for  speculative
purposes.

ITEM 4. 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  Ralph  Claussner,  our  President/Chief  Executive
Officer/President,  David Naylor,  our Chief  Financial  Officer/Treasurer,  and
Donald  Cameron,  our then Chief Executive  Officer and Chief Financial  Officer
until October 29, 2008, of the  effectiveness of the design and operation of our
disclosure  controls  and  procedures  as of December  31,  2008.  Based on that
evaluation,  Messrs.  Claussner  concluded  that  our  disclosure  controls  and
procedures  were  not  effective  as of such  date to  ensure  that  information
required  to be  disclosed  in the  reports  that we file or  submit  under  the
Exchange Act, is recorded,  processed,  summarized and reported  within the time
periods specified in SEC rules and forms. This evaluation included review of the
documentation of controls,  evaluation of the design  effectiveness of controls,
testing of the  operating  effectiveness  of controls and a  conclusion  on this
evaluation.  Based on this  evaluation,  management  concluded that our internal
control over  financial  reporting was not effective as of December 31, 2008 due
to  lack of an  audit  committee.  We have  not  had an  audit  committee  since
inception.  Therefore,  management  believes  that our  internal  controls  over
financial  reporting  have been  deficient  since  inception.  Such officer also
confirmed  that  there was no  change in our  internal  control  over  financial
reporting  during the quarter  ended  December  31, 2008 due to lack of an audit
committee.  However,  management  is in the  process  of  creating  a new  audit
committee to remediate such material weakness;  furthermore, we intend to hire a
consulting firm to assess,  review and conduct  appropriate  operational testing
effectiveness  of our internal  control  over  financial  reporting.  Management
believes certain material costs averaging  approximately $17,000 to $22,000 will
be incurred  relating to the specific  steps  contemplated  to be  undertaken to
remediate the material  weakness and  deficiencies in our internal  controls and
procedures.  Those costs are:  (i) $12,000  relating  to the  appointment  of an
independent director to our Board of Directors and proposed audit committee; and
(ii) $5,000 - $10,000 to engage a compliance  consultant  to review our internal
controls and procedures.

                                       20
<PAGE>
This Quarterly  Report does not include an attestation  report of our registered
public  accounting  firm,  Chang G. Park,  CPA regarding  internal  control over
financial  reporting.  Management's report was not subject to attestation by our
registered  public  accounting  firm pursuant to temporary rules of the Security
and Exchange  Commission that permits us to provide only management's  report in
this Quarterly Report.

AUDIT COMMITTEE

Our Board of Directors has not  established an audit  committee.  The respective
role of an audit committee has been conducted by our Board of Directors.  We are
contemplating  establishment of an audit committee during fiscal year 2008/2009.
When  established,  the audit  committee's  primary  function will be to provide
advice  with  respect  to our  financial  matters  and to  assist  our  Board of
Directors  in  fulfilling  its  oversight  responsibilities  regarding  finance,
accounting,  and legal  compliance.  The audit  committee's  primary  duties and
responsibilities  will be to: (i) serve as an independent and objective party to
monitor our financial reporting process and internal control system; (ii) review
and appraise the audit efforts of our  independent  accountants;  (iii) evaluate
our quarterly  financial  performance  as well as its  compliance  with laws and
regulations;   (iv)  oversee  management's   establishment  and  enforcement  of
financial  policies  and business  practices;  and (v) provide an open avenue of
communication  among the  independent  accountants,  management and our Board of
Directors.

                           PART II. OTHER INFORMATION

ITEM 1. 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 Quarterly  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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

JULY 2008 FORWARD STOCK SPLIT

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

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

                                       21
<PAGE>
The July 2008 Forward Stock Split was effectuated with a record date of July 16,
2008 upon  filing  the  appropriate  documentation  with  NASDAQ.  The July 2008
Forward Stock Split increased issued and outstanding shares of common stock from
5,540,000  to  approximately  33,240,000  shares of common  stock.  The  current
authorized share capital  continued to be 75,000,000 shares of common stock with
a par value of $0.001 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

No report required.

ITEM 5. OTHER INFORMATION

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

RESIGNATION

Effective on October 29, 2008, our Board of Directors  accepted the  resignation
of Donald C.  Cameron as our Chief  Executive  Officer/President/Secretary/Chief
Financial  Officer.  Effective October 29, 2008, our Board of Directors approved
the  appointment of David Naylor as our Chief  Financial  Officer/Treasurer.  On
November 17, 2008, our Board approved the  appointment of Ralph Claussner as our
President/Chief  Executive Officer and a member of the Board of Directors of the
Company  effective as of November 17, 2008.  Messrs.  Claussner and Naylor shall
serve  until  their  respective  successor  is duly  elected or  appointed.  Mr.
Claussner's and Mr. Naylor's biography is as follows:

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

RALPH  CLAUSSNER.  For the past twenty years, Mr. Claussner has been involved in
the oil and gas industry.  From  approximately  1984 through 1998, Mr. Claussner
was employed with a large independent Canadian oil and gas producer in the areas
of drilling, completions,  operations and exploitation.  During this period, Mr.
Claussner was engaged in a wide spectrum of  assignments  in Western  Canada and
the  Southern  United  States,  including  drilling and  completions  design and

                                       22
<PAGE>
implementation,  well  site  supervision,  formation  damage  assessment,  asset
exploitation   and  property  team  management  and  staff   supervision.   From
approximately  1998 to current  date,  Mr.  Claussner  has  continued to develop
expertise in these roles  involving  both public and private  junior  companies.
Most recently,  Mr. Claussner has been practicing as an independent  engineering
consultant.  Mr.  Claussner  is  well  versed  in  the  areas  of  drilling  and
completions  operations,   reserve  appraisals  and  economic  evaluations.  Mr.
Claussner  graduated in 1984 from the University of Calgary with a B.Sc.  Degree
in Mechanical Engineering. He is a member of APEGGA. SPE and CIM.

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

On October 31,  2008,  our Board  approved a change in our  corporate  name from
"Northern Explorations Ltd." to "Crossbow Oil and Gas Inc." The Board determined
that it  would be in our best  interests  and our  shareholders  to  change  the
corporate  name to better  reflect our future  plans to focus on the oil and gas
sector.  The name has been reserved with the Nevada Secretary of State. We filed
an Information  Statement under Section 14(c) of the Securities  Exchange Act of
1934 with the Securities and Exchange Commission on November 3, 2008.

As of the date of this Quarterly,  Report, management has deemed it advisable to
not change the  corporate  name but to approve a trade and "doing  business  as"
name of  "Norex  Energy".  Therefore,  the  Information  Statement  will  not be
distributed to the shareholders of the Company.

ITEM 6. EXHIBITS

Exhibits:

  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.

                                   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: April 30, 2009                   By: /s/ Ralph Claussner
                                           ----------------------------------
                                           Ralph Claussner
                                           Chief Executive Officer/President


Dated: April 30, 2009                   By: /s/ David Naylor
                                           ----------------------------------
                                           David Naylor
                                           Chief Financial Officer/Treasurer

                                       23