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 June 30, 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:

                      Blair Krueger, Esq., Attorney at Law
                             The Krueger Group, LLP
               5771 La Jolla Boulevard, La Jolla, California 92037
               Telephone: (858) 456-2811 Facsimile: (858) 456-2540
                        E-mail: blair@thekruegergroup.com

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: August 17, 2009: 99,720,000
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.

                  Form 10-Q for the Quarter ended June 30, 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        13

  Item 3 -  Quantitative and Qualitative Disclosures about Market Risk       16

  Item 4 -  Controls and Procedures                                          16

PART II - OTHER INFORMATION

  Item 1 -  Legal Proceedings                                                17

  Item 1A - Risk Factors                                                     17

  Item 2 -  Recent Sales of Unregistered Securities and Use of Proceeds      17

  Item 3 -  Defaults upon Senior Securities                                  18

  Item 4 -  Submission of Matters to a Vote of Security Holders              18

  Item 5 -  Other Information                                                18

  Item 6 -  Exhibits                                                         18

SIGNATURES                                                                   19

                                       2
<PAGE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS

                           NORTHERN EXPLORATIONS, LTD.
                          (A development stage company)
                                 BALANCE SHEETS
                     As of June 30, 2009 and March 31, 2009

<TABLE>
<CAPTION>
                                                                            (Unaudited)          (Audited)
                                                                              June 30,            March 31,
                                                                                2009                2009
                                                                              ---------           ---------
<S>                                                                           <C>                 <C>
                                     ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                                    $   2,002           $     620
                                                                              ---------           ---------

      TOTAL CURRENT ASSETS                                                        2,002                 620
                                                                              ---------           ---------

      TOTAL ASSETS                                                            $   2,002           $     620
                                                                              =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable - trade                                                    $  21,236           $  18,670
  Other accrued liabilities                                                     103,928              53,978
  Loans from related party                                                      244,500              98,500
                                                                              ---------           ---------

      TOTAL LIABILITIES                                                         369,664             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 June 30, 2009 and March 31, 2009, respectively             99,720              99,720
  Additional paid-in capital                                                    (67,720)            (67,720)
  Deficit accumulated during development stage                                 (399,662)           (202,478)
                                                                              ---------           ---------

      TOTAL STOCKHOLDERS' DEFICIT                                              (367,662)           (170,478)
                                                                              ---------           ---------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $   2,002           $     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 ended June 30, 2009 and 2008 and
     Period from November 17, 2004 (date of inception) through June 30, 2009

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  Period from
                                                                                               November 17, 2004
                                                    Three months           Three months       (date of inception)
                                                       ended                  ended                 through
                                                      June 30,               June 30,               June 30,
                                                        2009                   2008                   2009
                                                    ------------           ------------           ------------
<S>                                                 <C>                    <C>                    <C>
REVENUES                                            $         --           $         --           $         --
                                                    ------------           ------------           ------------
OPERATING EXPENSES
  General and administrative expenses                    197,184                  8,496                399,662
                                                    ------------           ------------           ------------

      TOTAL OPERATING EXPENSES                           197,184                  8,496                399,662
                                                    ------------           ------------           ------------

INCOME FROM OPERATIONS                                  (197,184)                (8,496)              (399,662)

PROVISION FOR INCOME TAXES                                    --                     --                     --
                                                    ------------           ------------           ------------

NET LOSS                                                (197,184)                (8,496)              (399,662)

OTHER COMPREHENSIVE INCOME                                    --                     --                     --
                                                    ------------           ------------           ------------

COMPREHENSIVE LOSS                                  $   (197,184)          $     (8,496)          $   (399,662)
                                                    ============           ============           ============

Loss per weighted-average share of common stock
 outstanding, computed on net loss - basic and
 fully diluted                                               nil                    nil
                                                    ============           ============

Weighted-average number of shares of common
 stock outstanding - basic and fully diluted          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
                  Three months ended June 30, 2009 and 2008 and
     Period from November 17, 2004 (date of inception) through June 30, 2009

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Period from
                                                                                                 November 17, 2004
                                                            Three months        Three months    (date of inception)
                                                               ended               ended              through
                                                              June 30,            June 30,            June 30,
                                                                2009                2008                2009
                                                              ---------           ---------           ---------
<S>                                                           <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                     $(197,184)          $  (8,496)          $(399,662)
  Adjustments to reconcile net loss to net
   cash provided by operating activities
     Increase in accounts payable and other
      accrued liabilities                                        52,566               8,478             125,164
                                                              ---------           ---------           ---------

      NET CASH USED IN OPERATING ACTIVITIES                    (144,618)                (18)           (274,498)
                                                              ---------           ---------           ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on loan from related party                           146,000                  --             244,500
  Sale of common stock                                               --                  --              32,000
                                                              ---------           ---------           ---------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                 146,000                  --             276,500
                                                              ---------           ---------           ---------

INCREASE IN CASH                                                  1,382                 (18)              2,002

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

CASH AT END OF PERIOD                                         $   2,002           $     252           $   2,002
                                                              =========           =========           =========

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.

INSTRUMENTS AND FAIR VALUE MEASUREMENT

The Company adopted SFAS 157, FAIR VALUE MEASUREMENTS, which defines fair value,
establishes a framework for measuring fair value and expands  disclosures  about
fair value measurements. The Company adopted this standard partially in 2008 for
financial assets and liabilities measured at fair value on a recurring basis due
to the  deferral  period  provided  by FSP  157-2,  EFFECTIVE  DATE OF SFAS 157.
Subsequently,  the Company  adopted the  standard for  non-financial  assets and
liabilities  measured at fair value on a nonrecurring basis in the current year.
The framework  requires for the valuation of assets and  liabilities  subject to
fair value measurements using a three tiered approach..

The statement requires fair value measurement be classified and disclosed in one
of the following three categories:

                                       6
<PAGE>
Level 1:  Unadjusted  quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for similar  assets and  liabilities  in active  markets,
quoted  prices in markets that are not active,  or inputs which are  observable,
either directly or indirectly,  for  substantially the full term of the asset or
liability;

Level 3:  Prices or  valuation  techniques  that  require  inputs  that are both
significant to the fair value  measurement and unobservable  (i.e.  supported by
little or no market activity).

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table represents the financial  instruments measured at fair value
on a recurring  basis on the  consolidated  financial  statements of the Company
subject  to SFAS 157 and the  valuation  approach  applied  to each class of the
financial instruments:

<TABLE>
<CAPTION>
                                             Fair Value Measurements at Reporting Date Using (unaudited)
                                             -----------------------------------------------------------
                                                Quoted Prices in    Significant
                                                 Active Markets        Other          Significant
                                Balance at       for Identical       Observable       Unobservable
                                 June 30,           Assets            Inputs            Inputs
Description                        2009            (Level 1)         (Level 2)         (Level 3)
-----------                      --------          --------          --------          --------
<S>                              <C>               <C>               <C>               <C>
Bank time deposits               $     --          $     --          $     --          $     --
Assets-derivative                      --                --                --                --
                                 --------          --------          --------          --------
      Total assets               $     --          $     --          $     --          $     --
                                 ========          ========          ========          ========

Liabilities-derivative           $     --                --          $     --          $     --
                                 --------          --------          --------          --------
      Total liabilities          $     --                --          $     --          $     --
                                 ========          ========          ========          ========
</TABLE>

At June 30, 2009, the carrying value of the financial  instruments  measured and
classified within Level 1 are based on quoted prices and marked to market. As of
June 30, 2009 there are no unrealized gains or losses required to be recorded as
related to these investments.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

The non-financial assets and liabilities are recognized at fair value subsequent
to  initial  recognition  when  they  are  deemed  to be  other-than-temporarily
impaired.  There were no non-financial  assets and liabilities  measured at fair
value on a nonrecurring basis for the six months ended June 30, 2009.

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 $399,662 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.

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.

                                       7
<PAGE>
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.

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.

                                       8
<PAGE>
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, 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 January 1, 2009 without material impact.

                                       9
<PAGE>
   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 January 1, 2009 without material impact.

   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  January  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 January 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 August 14, 2009.

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.

NOTE F - 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.  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.

                                       10
<PAGE>
NOTE G- LOANS FROM RELATED PARTY

Since inception  through the period ended June 30, 2009, a former director and a
principal  shareholder of the Company,  has advanced the Company aggregate funds
totaling approximately  $244,500. The balance is unsecured and has terms of a 6%
interest rate with repayment to be made on, or prior to, June 22, 2010.

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.

At June 30, 2009,  the Company had  approximately  $400,000 of federal and state
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. The Company is delinquent in satisfying  its  obligations
under this agreement.

On June 6, 2009, the Company entered into a consulting agreement with Mr. Daniel
Hodges to provide the following services to the Company:

     a)   Search,   locate,   interview  and  recommend  to  the  board  certain
          management team members for appointment/election to positions required
          by the client.
     b)   Assist  management  with  structuring  a stock  option  plan and other
          corporate changes as required.
     c)   Review and provide advice on potential business transactions.

                                       11
<PAGE>
Pursuant  to the  terms of this  agreement,  the  Company  will  pay Mr.  Hodges
approximately $75,000 cash, payable in full and non-refundable and deemed earned
upon execution of the agreement. On June 23, 2009, the Company paid $70,000 cash
to Mr.  Hodges and, as of June 30, 2009,  there was $5,000  remaining to be paid
under the terms of the  consulting  agreement.  The  Company  is  delinquent  in
satisfying its obligations under this agreement.

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. The Company is delinquent in satisfying its obligations under this
agreement.

Former  management of the Company has  negotiated  settlement  and payment plans
with its various vendors.  The Company has not generated the necessary resources
to satisfy these items nor has it been able to secure  financing and the Company
is delinquent in satisfying its obligations under these arrangements.

NOTE K - SUBSEQUENT EVENT

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 to
sign the Note 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 until  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.
There can be no  assurance  that any income or assets may be obtained  from this
Option  Agreement  nor will  the  Company  realize  anything  other  than a loss
relative to the Option Agreement.

                                       12
<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   (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.

(3) RESULTS OF OPERATIONS

The Company has had no revenues for the three month  periods ended June 30, 2009
and 2008 nor for the period from November 17, 2004 (date of  inception)  through
June 30, 2009.

General and administrative expenses for the respective three month periods ended
June  30,  2009  and  2008  were  approximately   $197,000  and  $8,500.   These
expenditures  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 June 30, 2009
and 2008, respectively,  were nil, based on the adjusted weighted-average shares
issued and outstanding at the end of each respective period.

At June 30, 2009 and March 31, 2009, the Company had a working  capital  deficit
of approximately $368,000 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

                                       13
<PAGE>
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 currently engaged
in the  exploration,  acquisition  and  development  of properties in the United
States and within North America.

DOMINUS ENERGY AG

Effective 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.

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.

During our fiscal year ended March 31, 2009, our primary  activity and focus was
the  consummation  of the  transaction  with  Dominus  and  reviewing  potential
acquisitions  in the  natural  resources  sector.  As of the date of our  Annual
Report and through the date of this Quarterly Report, we are currently reviewing
potential  acquisitions in the natural resource sector. We are in the process of
completing certain due diligence  investigations of various opportunities in the
oil and gas  sector,  as  well as the  base  and  precious  metals  sectors.  We
anticipate that over the next twelve months, we will incur approximately $15,000
pertaining to the review of various  potential asset  acquisitions as well as an
additional  $15,000  on  administrative  fees.  The  administrative  fees  to be
incurred will relate to compliance with reporting obligations.  Please note that
all past amounts  regarding  the monthly fee of $15,000  payable to Dominus were
cancelled in favor of moving forward with consideration to be given to this past
forgiveness of payment obligations in future agreements

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

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

On July 14, 2009, we entered into a Farm-in  Agreement  with Dominus 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

                                       14
<PAGE>
638 net acres in the Randall  Island  Prospect (the "Farm-in  Agreement").  As a
condition precedent to the effectiveness of the Farm-in Agreement, we were to be
obligated to pay Dominus the amount of $475,000 to be memorialized in a proposed
promissory  note (the  "Note")  which would mature and become due and payable on
July 13, 2011.  The Note was never executed by us and the obligation to sign the
Note no longer exists.  Under Section 2 of the Farm-in  Agreement,  the Note was
only  supposed  to be  payable  by us 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,  we 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
July 2009. Under the Option Agreement,  we may exercise our option until 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 us on July 29, 2009,  and
is expressly incorporated herein by reference.

NEW LEASE ACQUISITION AND DEVELOPMENT

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

     *    Site  preparation for entry  including  roadway upgrade and operations
          site,  design,  review,  and  finalize  testing  procedures,   arrange
          equipment required.
     *    Run test tools,
     *    If mineral content not deemed conducive to production,  target further
          leases for exploration potential and obtain further funding to acquire
          new development targets.

We will require significant  additional funding to implement our proposed future
business activities.

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
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

                                       15
<PAGE>
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 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
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

                                       16
<PAGE>
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 management
and unapproved by 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 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  investor relations firm
issues no document without the express approval of the Company's  management and
that no press release may be issued without legal counsel review for the need to
concurrently file a Current Report on Form 8-K. Further, management has notified
all potential  sources for press  releases as to the only  authorized  corporate
officers  empowered to authorize any  information  on the Company to the general
public  outside the Company's  compliance  with the  Securities  Exchange Act of
1934, as amended.

                           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 June 30, 2009,
currently  cannot  be  ascertained,  the  Company  believes  that any  resulting
liability  should not  materially  affect the Company's  consolidated  financial
statements.

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.

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<PAGE>
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.

APPOINTMENTS

Reference  is made to our  Current  Report  on Form 8-K  filed on June 17,  2009
noting appointments to our Board of Directors.

On June 30, 2009, we entered into a consulting  agreement  with S. W.  Hatfield,
CPA, a certified  public  accounting  firm located in Dallas,  Texas, to provide
financial  consulting  and  managerial  support  services  to the  Company.  Mr.
Hatfield has of August 24, 2009 resigned as Chief Financial Officer.

On  September  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 as a financial  expert in the public
markets to several companies. In addition to his role as a consultant Mr. Yonika
sits on several privately held and venture backed company boards. Mr. Yonika was
a former  Big Eight  certified  public  accountant  with over 20 years of public
company experience.

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

No reports required.

ITEM 6 - EXHIBITS

14.1 Code of Ethics
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)

                                       18
<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: September 18, 2009                     /s/ KENNETH J. YONIKA
                                              ----------------------------------
                                              Kenneth J. Yonika, CPA
                                              Interim Chief Executive Officer
                                              And Chief Financial Officer

                                       19