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 June 30, 2008

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

    For the transition period from ____________ to _____________

                         Commission File No. 333-125068

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

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

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

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

Securities registered pursuant to                          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 August 25, 2008
        -----                                ---------------------------------
Common Stock, $0.001                                    33,240,000
<PAGE>
                           NORTHERN EXPLORATIONS LTD.

                                    Form 10-Q

Part 1. 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                                          12

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         17

Item 4.   Controls and Procedures                                            17

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings                                                  18

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        19

Item 3.   Defaults Upon Senior Securities                                    19

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

Item 5.   Other Information                                                  19

Item 6.   Exhibits                                                           20

                                       2
<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                           NORTHERN EXPLORATIONS LTD.
                         (an Exploration Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                As of              As of
                                                               June 30,           March 31,
                                                                 2008               2008
                                                               --------           --------
                                                              (unaudited)        (audited)
<S>                                                            <C>                <C>
ASSETS

Current Assets
  Cash                                                         $    252           $    270

                                                               --------           --------
Total Current Assets                                                252                270
                                                               --------           --------

Total Assets                                                   $    252           $    270
                                                               ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts Payable                                             $ 10,078           $  1,600
  Loan from Related Party                                         6,500              6,500
                                                               --------           --------
Total Current liabilities                                        16,578              8,100
                                                               --------           --------

Total Liabilities                                                16,578              8,100

Stockholders' Equity (deficit)
  Share Capital - Common stock (Note 4)
   Authorized 75,000,000 shares with par value $0.001
   issued and outstanding 5,540,000 shares                        5,540              5,540

  Additional paid-in capital                                     26,460             26,460
  (Deficit) accumulated during development stage                (48,326)           (39,830)
                                                               --------           --------
Total stockholders' equity (deficit)                            (16,326)            (7,830)
                                                               --------           --------

Total liabilities and stockholders' equity (deficit)           $    252           $    270
                                                               ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                           NORTHERN EXPLORATIONS LTD.
                         (an Exploration Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        11/17/2004
                                                                                        (Inception)      11/17/2004
                                                                                            to           (Inception)
                                                  3 months ended    3 months ended      Year Ended           to
                                                     6/30/2008         6/30/2007         3/31/2008        6/30/2008
                                                    ----------        ----------        ----------       ----------
<S>                                                 <C>               <C>               <C>              <C>
Revenue                                             $        0        $        0        $        0       $        0

                                                    ----------        ----------        ----------       ----------
Total revenue                                                0                 0                 0                0

Expenses
  Mineral Property Option Payments (Note 3)                  0                 0             3,500            35,00
  Mineral Property Exploration Costs (Note 3)                0                 0             5,000            5,000
  General and administrative expenses                        0                 0             2,068            2,068
  Professional fees                                       8478              3430            28,660           37,138
  Bank fees                                                 18                18               602              620
                                                    ----------        ----------        ----------       ----------
Total operating expenses                                 8,496             3,448            39,830           48,326
                                                    ----------        ----------        ----------       ----------

Net (loss)                                          $   (8,496)       $   (3,448)       $  (39,830)      $  (48,326)
                                                    ==========        ==========        ==========       ==========

Net (loss) per share - basic and fully diluted      $   0.0015        $   0.0006        $   0.0072       $   0.0087

Weighted average number of common shares
 outstanding - basic and fully diluted               5,540,000         5,540,000         5,540,000        5,540,000
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                           NORTHERN EXPLORATIONS LTD.
                         (an Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS

                                                                      11/17/2004
                                                                     (inception)
                                                                         to
                                                                       6/30/08
                                                                      --------
Cash flows from operating activities
  Net (loss)                                                          $(48,326)
                                                                      --------

Net cash (used) by operating activities                                (48,326)

Cash flows from financing activities
  Issuances of common stock                                             32,000
  Loan from related party                                                6,500
                                                                      --------

Net increase (decrease) in cash                                         (9,826)

Accounts Payable Adjustment                                             10,078
                                                                      --------
Cash ending                                                           $    252
                                                                      ========

Supplemental disclosures
  Interest paid                                                       $     --
                                                                      ========
  Income taxes paid                                                   $     --
                                                                      ========


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was  incorporated  in the State of Nevada on November 17, 2004,  and
its  year-end is March  31st.  The Company is an  Exploration  Stage  Company as
defined by  Statement  of  Financial  Accounting  Standard  ("SFAS")  No. 7. The
Company has acquired a mineral  property  located in the Nicola Mining Division,
British  Columbia,  Canada,  and has not yet  determined  whether this  property
contains  reserves that are  economically  recoverable.  The  recoverability  of
property  expenditures  will be dependent  upon the  discovery  of  economically
recoverable  reserves,  confirmation of the Company's interest in the underlying
property,  the ability of the Company to obtain  necessary  financing to satisfy
the  expenditure  requirements  under the  property  agreement  and upon  future
profitable production or proceeds for the sale thereof.

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of $48,326 since inception and further losses are anticipated in the development
of its  business  raising  substantial  doubt  about the  Company's  ability  to
continue as a going  concern.  Its  ability to  continue  as a going  concern is
dependent upon the ability of the Company to generate  profitable  operations in
the future and/or to obtain the necessary  financing to meet its obligations and
repay its  liabilities  arising from normal  business  operations when they come
due. Management has plans to seek additional capital through a private placement
and public offering of its common stock. The financial statements do not include
any adjustments  relating to the  recoverability  and classification of recorded
assets,  or the  amounts  of and  classification  of  liabilities  that might be
necessary in the event the Company cannot continue in existence.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

A) MINERAL PROPERTY COSTS

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

                                       6
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 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.

                                       7
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 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 June 30,  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
$48,326  during the period from November 17, 2004  (inception) to June 30, 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.

                                       8
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 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  3,000,000  shares of its common stock at
$0.001 per share. On December 22, 2004, the Company sold 2,500,000 shares of its
common stock at $0.01 per share.  On January 17,  2005,  the Company sold 40,000
shares of its common stock at $0.10 per share.

                                       9
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 5. SHARE CAPITAL (CONTINUED)

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2007:

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

At June 30, 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 $48,326,  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 June 30, 2008, and the statutory
tax  rate,  the  effective  tax rate and the  elected  amount  of the  valuation
allowance are indicated below:

      Net operating loss             $ 48,326
      Statutory tax rate                   34%
                                     --------
      Deferred tax asset             $ 16,431
      Valuation allowance             (16,431)
                                     --------

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

NOTE 7. FOREIGN CURRENCY TRANSLATION

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

                                       10
<PAGE>
                           NORTHERN EXPLORATIONS, LTD.
                         (An Exploration Stage Company)
                          Notes To Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 8. RELATED PARTY TRANSACTION

Since  inception  through the period  ended June 30,  2008  Richard  Novis,  the
director and principal shareholder of the company, advanced the company funds in
the amount of  $6,500.  The  balance  is  unsecured  and  interest  free with no
specified terms of repayment.

NOTE 9. SUBSEQUENT EVENT

On July 16, 2008 the company  issued a 6 for 1 forward  stock split  dividend to
the shareholders.

                                       11
<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

                                       12
<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.

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
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

                                       13
<PAGE>
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
three month period ended June 30, 2008 and June 30, 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

<TABLE>
<CAPTION>
                                                                                 For the Period from
                                                Three-Month Period Ended          November 17, 2004
                                             June 30, 2008 and June 30, 2007        (inception) to
                                             -------------------------------           June 30,
                                               2008                   2007               2008
                                             --------               --------           --------
<S>                                          <C>                    <C>                <C>
Expenses
  Mineral property option payments           $      0               $      0           $  3,500

  Mineral property exploration costs                0                      0              5,000

  General and administrative expenses               0                      0              2,068

  Professional fees                             8,478                  3,430             37,138

  Bank fees                                        18                     18                620
                                             --------               --------           --------

Net Loss                                     $ (8,496)              $ (3,448)          $(48,326)
                                             ========               ========           ========
</TABLE>

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.

                                       14
<PAGE>
We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

THREE MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO THREE MONTH PERIOD ENDED JUNE
30, 2007.

Our net loss for the  three  month  period  ended  June  30,  2008 was  ($8,496)
compared to a net loss of ($3,448)  during the three month period ended June 30,
2007 (an increase of $5,048). During the three month periods ended June 30, 2008
and June 30, 2007, we did not generate any revenue.

During the three month  period  ended June 30,  2008,  we  incurred  expenses of
$8,496  compared to $3,448 incurred during the three month period ended June 30,
2007 (an increase of $5,048).  These  expenses  incurred  during the three month
period ended June 30, 30, 2008  consisted  of: (i)  professional  fees of $8,478
(2007: $3,430); and (ii) bank fees of $18 (2007: $18).

Expenses  incurred during the three month period ended June 30, 2008 compared to
the three  month  period  ended June 30,  2007  increased  primarily  due to the
increase in professional  fees  associated 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  ($8,496)  during the three month  period ended May 31, 2008 as
compared to a net loss of ($3,448)  during the three month  period ended May 31,
2007. The weighted  average number of shares  outstanding  was 5,540,000 for the
three month periods ended June 30, 2008 and June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

THREE MONTH PERIOD ENDED JUNE 30, 2008

As at the three month period ended June 30, 2008,  our current  assets were $252
and our current  liabilities  were $16,578,  which resulted in a working capital
deficit of $16,326.  As at the three month  period  ended June 30,  2008,  total
assets were  comprised of $252 in cash.  As at the three month period ended June
30,  2008,  current  liabilities  were  comprised  of: (i)  $10,078 in  accounts
payable; and (ii) $6,500 in loan from related party.

As at fiscal year ended March 31, 2008,  our total assets were $270 comprised of
cash.  The slight  decrease in total assets  during the three month period ended
June 30, 2008 from fiscal  year ended  March 31, 2008 was  primarily  due to the
decrease in cash.

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 three month period ended
June 30, 2008 from fiscal  year ended  March 31, 2008 was  primarily  due to the
increase in accounts payable.

                                       15
<PAGE>
Stockholders'  equity  (deficit)  increased  from ($7,830) for fiscal year ended
March 31, 2008 to ($16,326) for the three month period ended June 30, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
three  month  period  ended  May 31,  2008,  net cash  flows  used in  operating
activities  was  ($18)  consisting  primarily  of a net  loss  of  ($8,496).  An
adjustment of $8,478 was made to cash flows relating to accounts payable.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance of equity and debt  instruments.  For the three month period ended June
30, 2008,  net cash flows provided from  financing  activities was zero.

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 Option Agreement as incurred, 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.

                                       16
<PAGE>
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.

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.

                                       17
<PAGE>
An evaluation was conducted under the supervision and with the  participation of
our  management,   including  Richard  Novis,  our   President/Chief   Executive
Officer/Chief  Financial  Officer,  of  the  effectiveness  of  the  design  and
operation of our disclosure  controls and procedures as of June 30, 2008.  Based
on that  evaluation,  Mr.  Novis  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 June 30, 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  June  30,  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.

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.

                                       18
<PAGE>
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.

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

Effective on August 18, 2008, our Board of Directors accepted the resignation of
Richard    Novis   dated    August   18,    2008   as   our   Chief    Executive
Officer/Secretary/Chief  Financial Officer of the Company.  Mr. Novis remains as
our President and a member of our Board of Directors.

Effective  August 18, 2008, our Board of Directors  appointed  Donald Cameron as
our Chief Executive Officer/Secretary/Chief Financial Officer. Mr. Cameron shall
serve until his successor is duly elected or appointed.  Mr. Cameron's biography
is as follows:

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<PAGE>
DONALD CAMERON.  For the past twenty-five years, Mr. Cameron has been engaged as
a senior executive involved in business  development of companies in the oil and
gas industry.  From  approximately May 2007 to current date, Mr. Cameron was the
President/Chief  Executive Officer of a private oil and gas company. Mr. Cameron
had also been the chief  executive  officer of Sky Petroleum from  approximately
March 2005 through  2006.  Mr.  Cameron was also the  president/chief  executive
officer  of  Camton  Exploration  Inc.,  a  private  oil and gas  company,  from
approximately 2005 through May 2007.  Previously,  Mr. Cameron had been the vice
president  of  development  for the  Calgary  based  oil and gas  firm  Yangarra
Resources,  Inc.,  where  he  had  specialized  in  mergers,   acquisitions  and
investment  strategies.  Among his prior  achievements,  Mr.  Cameron was former
senior vice president of development  for Nova Scotia based Sobey's,  a national
conglomerate  with  annual  sales  in  excess  of $10  billion.  In this  senior
position,  Mr. Cameron was a key member of the leadership  team  responsible for
profit  and loss and  achieving  targets  set for  increased  profitability  and
efficiency of diverse businesses.  During this period, Mr. Cameron  successfully
spearheaded a three-year  capital and business  development  plan valued at $350
million.  Mr. Cameron  previously  served as a director of Calgary based oil and
gas firms  Entrada  Energy Inc. and TriOil Ltd. Mr.  Cameron holds a Bachelor of
Arts  degree in  Economics  and  Business  from  Queen's  University,  Kingston,
Ontario, Canada.

ITEM 6. EXHIBITS

Exhibits:

     31.1 Certification  of  Chief  Executive  Officer  pursuant  to  Securities
          Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

     31.2 Certification  of  Chief  Financial  Officer  pursuant  to  Securities
          Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

     32.1 Certifications  pursuant  to  Securities  Exchange  Act of  1934  Rule
          13a-14(b)  or 15d-  14(b)  and 18  U.S.C.  Section  1350,  as  adopted
          pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

                                   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

                                       20