|           |  | UNITED STATES                                                                      |  |                                  
|---------- |  | ---------------------------------------------------------------------------------- |  | ---------------------------------
|           |  | SECURITIES AND EXCHANGE COMMISSION                                                
|           |  | Washington, D.C. 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, 2010                                      
|[ ]        |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                   
|           |  | For the transition period from                                                     |  | to                               
|          
|           |  | COMMISSION FILE NUMBER:                                                            |  | 333-125068                       
|           |  |                                                                                    |  |                                  
|          
|           |  | NORTHERNEXPLORATIONS, LTD.                                                        
|           |  |                                                                                   
|           |  | (Exact name of small business issuer as specified in its charter)                 
|          
|           |  | Nevada                                                                             |  | 26-3633813                       
|           |  |                                                                                    |  |                                  
|           |  | (State or other jurisdiction of incorporation or organization)                     |  | (IRS Employer Identification No.)
|          
|           |  | 4616 Florida Street                                                                |  |                                  
|           |  | Suite 190                                                                          |  |                                  
|           |  | San Diego, California 92688                                                        |  |                                  
|           |  |                                                                                    |  |                                  
|           |  | (Address of principal executive offices)                                           |  |                                  
|           |  | (858) 579,1088                                                                     |  |                                  
|           |  |                                                                                    |  |                                  
|           |  | (Registrants telephone number, including area code)                               
|           |  |                                                                                   
|          
|          
|           |  | (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. [X] Yes [ ] 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 (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). [X] 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; as defined within Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

The number of shares outstanding of each of the issuer's classes of common equity as of August 12, 2010: 99,720,000 shares of common stock

1

---

|           |  |                       |  | NORTHERN EXPLORATIONS, LTD.                                 |  |       
|---------- |  | --------------------- |  | ----------------------------------------------------------- |  | ------
|           |  |                       |  | (ANEXPLORATIONSTAGECOMPANY))                                |  |       
|           |  |                       |  | Contents                                                    |  |       
|           |  |                       |  |                                                             |  | Page  
|           |  |                       |  |                                                             |  | Number
|PART I     |  | FINANCIAL INFORMATION |  |                                                            
|Item       |  | 1                     |  | Financial Statements                                        |  |       
|           |  |                       |  | June 30, 2010                                               |  |       
|           |  |                       |  | Balance Sheets                                              |  | 3     
|           |  |                       |  | Statements of Operations                                    |  | 4     
|           |  |                       |  | Statements of Cash Flows                                    |  | 5     
|           |  |                       |  | Notes to the Financial Statements                           |  | 6     
|Item       |  | 2                     |  | Management's Discussion and Analysis of Financial Condition |  |       
|           |  |                       |  | and Results of Operations                                   |  | 10    
|Item       |  | 3                     |  | Quantitative and Qualitative Disclosures About Market Risk  |  | 12    
|Item       |  | 4                     |  | Controls and Procedures                                     |  | 12    
|Part II    |  | OTHER INFORMATION     |  |                                                            
|Item       |  | 1                     |  | Legal Proceedings                                           |  | 13    
|Item       |  | 2                     |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 13    
|Item       |  | 3                     |  | Defaults Upon Senior Securities                             |  | 13    
|Item       |  | 4                     |  | (Removed and Reserved)                                      |  | 13    
|Item       |  | 5                     |  | Other Information                                           |  | 13    
|Item       |  | 6                     |  | Exhibits                                                    |  | 13    
|SIGNATURES |  | 14                   

2

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|NORTHERN EXPLORATIONS, LTD.                                    |  |   |  |             |  |   |  |          
|-------------------------------------------------------------- |  | - |  | ----------- |  | - |  | ---------
|(ANEXPLORATIONSTAGECOMPANY)                                    |  |   |  |             |  |   |  |          
|                                                              
|Balance Sheets                                                 |  |   |  |             |  |   |  |          
|June 30, 2010                                                  |  |   |  |             |  |   |  |          
|                                                               |  |   |  |             |  |   |  |          
|                                                              
|                                                              
|                                                              
|                                                               |  |   |  | June 30,    |  |   |  | March 31,
|                                                               |  |   |  | 2010        |  |   |  | 2010     
|                                                               |  |   |  |             |  |   |  |          
|                                                               |  |   |  | (Unaudited) |  |   |  |          
|Assets                                                         |  |   |  |             |  |   |  |          
|Current assets:                                                |  |   |  |             |  |   |  |          
|Cash on hand and in bank                                       |  | $ |  | -           |  | $ |  | -        
|                                                               |  |   |  |             |  |   |  |          
|Total current assets                                           |  |   |  | -           |  |   |  | -        
|                                                               |  |   |  |             |  |   |  |          
|Total assets                                                   |  | $ |  | -           |  | $ |  | -        
|                                                               |  |   |  |             |  |   |  |          
|                                                              
|Liabilities and Stockholders' Equity (Deficit)                 |  |   |  |             |  |   |  |          
|Current liabilities:                                           |  |   |  |             |  |   |  |          
|Accounts payable - trade                                       |  |   |  | 7,899       |  |   |  | 7,352    
|Other accrued liabilities                                      |  |   |  | 72,920      |  |   |  | 51,280   
|Loans from related party                                       |  |   |  | 288,865     |  |   |  | 284,705  
|                                                               |  |   |  |             |  |   |  |          
|Total current liabilities                                      |  |   |  | 369,684     |  |   |  | 343,337  
|                                                              
|Total liabilities                                              |  |   |  | 369,684     |  |   |  | 343,337  
|                                                              
|Stockholders' equity (deficit):                                |  |   |  |             |  |   |  |          
|Authorized common stock, 150,000,000 shares, $0.001 par value; |  |   |  |             |  |   |  |          
|Issued and outstanding:                                        |  |   |  |             |  |   |  |          
|99,720,000 shares at June 30, 2010 and March 31, 2010          |  |   |  | 99,720      |  |   |  | 99,720   
|Additional paid-in capital                                     |  |   |  | (67,720)    |  |   |  | (67,720) 
|Deficit accumulated during development stage                   |  |   |  | (401,684)   |  |   |  | (375,337)
|                                                               |  |   |  |             |  |   |  |          
|Total shareholders' deficit                                    |  |   |  | (369,684)   |  |   |  | (343,337)
|                                                               |  |   |  |             |  |   |  |          
|Total liabilities and shareholders equity (deficit)           |  | $ |  | -           |  | $ |  | -        
|                                                               |  |   |  |             |  |   |  |          

(See accompanying notes to financial statements)

3

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|NORTHERN EXPLORATIONS, LTD.                   |  |                          |  |   |  |            |  |                     |  |           
|--------------------------------------------- |  | ------------------------ |  | - |  | ---------- |  | ------------------- |  | ----------
|(ANEXPLORATIONSTAGECOMPANY))                  |  |                          |  |   |  |            |  |                     |  |           
|                                             
|Statement of Operations                       |  |                          |  |   |  |            |  |                     |  |           
|(Unaudited)                                   |  |                          |  |   |  |            |  |                     |  |           
|                                              |  |                          |  |   |  |            |  |                     |  |           
|                                             
|                                             
|                                              |  |                          |  |   |  |            |  |                     |  | Cumulative
|                                              |  |                          |  |   |  |            |  | amounts from       
|                                              |  |                          |  |   |  |            |  | date of inception  
|                                              |  |                          |  |   |  |            |  | (November 17, 2004)
|Three Month Period Ended                      |  | Three Month Period Ended |  |   |  | through   
|                                              |  | June 30,                 |  |   |  | June 30,   |  |                     |  | June 30,  
|                                              |  | 2010                     |  |   |  | 2009       |  |                     |  | 2010      
|                                              |  |                          |  |   |  |            |  |                     |  |           
|                                             
|Revenues                                      |  | $ -                      |  | $ |  | -          |  | $                   |  | -         
|                                              |  |                          |  |   |  |            |  |                     |  |           
|Operating expenses:                           |  |                          |  |   |  |            |  |                     |  |           
|General and administrative expenses           |  | 26,346                   |  |   |  | 197,184    |  |                     |  | 401,684   
|                                              |  |                          |  |   |  |            |  |                     |  |           
|Total operating expenses                      |  | 26,346                   |  |   |  | 197,184    |  |                     |  | 401,684   
|Income from operations                        |  | (26,346)                 |  |   |  | (197,184)  |  |                     |  | (401,684) 
|Provision for income taxes                    |  | -                        |  |   |  | -          |  |                     |  | -         
|                                              |  |                          |  |   |  |            |  |                     |  |           
|Net loss                                      |  | $ (26,346)               |  | $ |  | (197,184)  |  | $                   |  | (401,684) 
|                                              |  |                          |  |   |  |            |  |                     |  |           
|                                             
|                                             
|Net loss per common share - Basic and diluted |  | $ (0.00)                 |  | $ |  | (0.00)     |  |                     |  |           
|                                              |  |                          |  |   |  |            |  |                     |  |           
|Weighted average common shares outstanding    |  | 99,720,000               |  |   |  | 99,720,000 |  |                     |  |           

(See accompanying notes to financial statements)

4

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|NORTHERN EXPLORATIONS, LTD.                                                     |  |                            |  |          |  |           |  |           |  |                     |  |           
|------------------------------------------------------------------------------- |  | -------------------------- |  | -------- |  | --------- |  | --------- |  | ------------------- |  | ----------
|(ANEXPLORATIONSTAGECOMPANY)                                                     |  |                            |  |          |  |           |  |           |  |                     |  |           
|Statement of Cash Flows                                                         |  |                            |  |          |  |           |  |           |  |                     |  |           
|(Unaudited)                                                                     |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                               
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  | Cumulative
|                                                                                |  |                            |  |          |  |           |  |           |  | amounts from       
|                                                                                |  |                            |  |          |  |           |  |           |  | date of inception  
|                                                                                |  |                            |  |          |  |           |  |           |  | (November 17, 2004)
|                                                                                |  | For the Three Months Ended |  |          |  | Through  
|                                                                                |  | June 30,                   |  | June 30, |  |           |  | June 30, 
|                                                                                |  | 2010                       |  |          |  | 2009      |  |           |  | 2010               
|                                                                                |  |                            |  |          |  |           |  |           |  |                    
|Cash flows from operating activities:                                           |  |                            |  |          |  |           |  |           |  |                     |  |           
|Net loss                                                                        |  | $ (26,346)                 |  | $        |  | (197,184) |  | $         |  | (401,684)          
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                            |  |          |  |           |  |           |  |                     |  |           
|Increase in accounts payable and other accrued liabilities                      |  |                            |  | 22,186   |  |           |  | 52,566    |  |                     |  | 80,819    
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|Net cash used in operating activities                                           |  |                            |  | (4,160)  |  |           |  | (144,618) |  |                     |  | (320,865) 
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                               
|Cash flows from investing activities                                            |  |                            |  | -        |  |           |  | -         |  |                     |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|Net cash provided by investing activities                                       |  |                            |  | -        |  |           |  | -         |  |                     |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                               
|Cash flows from financing activities:                                           |  |                            |  |          |  |           |  |           |  |                     |  |           
|Loans from related parties                                                      |  |                            |  | 4,160    |  |           |  | 146,000   |  |                     |  | 288,865   
|Issuance of common stock                                                        |  |                            |  | -        |  |           |  | -         |  |                     |  | 32,000    
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|Net cash provided by financing activities                                       |  |                            |  | 4,160    |  |           |  | 146,000   |  |                     |  | 320,865   
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                               
|Net change in cash and cash equivalents                                         |  |                            |  | -        |  |           |  | 1,382     |  |                     |  | -         
|Cash and cash equivalents:                                                      |  |                            |  |          |  |           |  |           |  |                     |  |           
|Beginning of period                                                             |  |                            |  | -        |  |           |  | 620       |  |                     |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|End of period                                                                   |  | $                          |  | -        |  | $         |  | 2,002     |  | $                   |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|                                                                               
|Supplemental disclosure of cash flow information                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|Interest paid during period                                                     |  | $                          |  | -        |  | $         |  | -         |  | $                   |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           
|Income taxes paid during period                                                 |  | $                          |  | -        |  | $         |  | -         |  | $                   |  | -         
|                                                                                |  |                            |  |          |  |           |  |           |  |                     |  |           

(See accompanying notes to financial statements)

5

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| | NORTHERNEXPLORATIONS,LTD.(ANEXPLORATION STAGE COMPANY)NOTES TOTHEFINANCIALSTATEMENTS
| | ------------------------------------------------------------------------------------

|1. | Background and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Northern Explorations, Ltd. (the "Company") was incorporated in the State of Nevada on November 17, 2004 (date of inception), and its fiscal year end is March 31st. The Company is an "exploration stage company" as that term
is defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES. The Company is a natural resource exploration and production company currently engaged in the exploration,
acquisition and development of properties in North America.                                                                                                                                                                                                                                                                                                                                                   
|  
|2. | 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, 2010 filed with the SEC on July 14, 2010.                                                                                                                                                                                                                                                                                                                                                       
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|3. | 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 $375,337 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 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 filed with the SEC on July 14, 2010. 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 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 funds loaned by management, stockholders or other related parties. 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 management, stockholders or other related parties to provide additional future funding.
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  

6

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| | NORTHERNEXPLORATIONS,LTD.(ANEXPLORATION STAGE COMPANY)NOTES TOTHEFINANCIALSTATEMENTS
| | ------------------------------------------------------------------------------------

|4. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The Company has been in the exploration stage since its formation (November 17, 2004) and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of natural
resource and mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a property can be economically developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserve.
|  
|   | 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 a plan of action based on the then known facts.                                                      
|  
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Income taxes are provided in accordance with ASC 740, INCOME TAXES. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.                                                                                                                                                                                                                                                                                                                                           
|  
|   | Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Basic and Diluted Net Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | The Company reports basic loss per share in accordance with ASC 260, 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 that period. As the Company generated net losses for the periods presented, basic and diluted loss per share is the same, as any
exercise of options or warrants would be anti-dilutive.                                                                                                                                             
|  
|   | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|5. | Loans From Related Party and Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Two shareholders (related parties) during the periods presented, advanced the Company $288,865 in cash payments. The loans are unsecured and interest free with no specific repayment terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  

7

---

| | NORTHERNEXPLORATIONS,LTD.(ANEXPLORATION STAGE COMPANY)NOTES TOTHEFINANCIALSTATEMENTS
| | ------------------------------------------------------------------------------------

|6. Income Taxes
|---------------

At March 31, 2010 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.

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 $375,337, which expire in 2028. Pursuant to ASC 740,
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 as of March 31, 2010, and the effective tax rate and the valuation allowance are indicated below:

|Net operating loss  |  | $ |  | 401,684  
|------------------- |  | - |  | ---------
|Effective tax rate  |  |   |  | 34%      
|                    |  |   |  |          
|                   
|Deferred tax asset  |  | $ |  | 136,572  
|Valuation allowance |  |   |  | (136,572)
|                    |  |   |  |          
|                   
|Deferred tax asset  |  | $ |  | -        
|                    |  |   |  |          

|   | 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.                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. | Capital Stock Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | On December 7, 2004, the Company sold 54,000,000 shares of its common stock at $0.0000556 per share. On December 22, 2004, the Company sold 45,000,000 shares of its common stock at $0.000556 per share. On January
17, 2005, the Company sold 720,000 shares of its common stock at $0.00556 per share.                                                                                                                                                                                                                                         
|  
|   | On July 14, 2008, the Company authorized and approved a forward stock split of six for one (6:1) of the total issued and outstanding shares of common stock. The forward stock split increased issued and outstanding shares of
common stock from 5,540,000 to 33,240,000 shares of common stock.                                                                                                                                                                                                                                                 
|  
|   | 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. The 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 and price per share have been retroactively adjusted for all periods presented.                                                                                                                                           
|  
|   | We have one class of equity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Common stock, $0.001 par value: 150,000,000 shares authorized; 99,720,000 shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | As of June 30, 2010, there were no outstanding stock options or warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|8. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through August 20, 2010, the date of issuance of the interim financial statements. During this period, the Company did not have any
material recognizable subsequent events, except for the below.                                                                                                                                                                                                                                                     
|  
|   | The Company's two related party shareholders (Note 5  Loans from Related Party and Other) who advanced the Company in excess of $285,000 assigned their respective debts with the Company to a non-U.S. citizen. The
assignments for both of these individuals are inclusive of any and all amounts that were loaned to the Company or payments made on behalf of the Company. The Company is not aware of any changes in the terms of the related party loans, or the intent
of the non-U.S. citizen on a demand for repayment from the Company.
|  

8

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| | NORTHERNEXPLORATIONS,LTD.(ANEXPLORATION STAGE COMPANY)NOTES TOTHEFINANCIALSTATEMENTS
| | ------------------------------------------------------------------------------------

|Reorganization Agreement
|------------------------

Northern Explorations, Ltd., (NXPN) a Nevada Corporation, entered into a Reorganization Agreement with High Plains Gas, LLC, a Wyoming limited liability company (HPG), dated July 28, 2010 and with
final signatures received on July 29, 2010. The agreement sets forth the understanding which was reached by the parties. The following is a summary of terms pursuant to the Agreement: The members of HPG will acquire an 80% controlling interest in
the securities of NXPN, and NXPN acquire a 100% controlling interest in the securities of HPG, in accordance with the terms and conditions of the Reorganization Agreement. Upon completion HPG will become a wholly owned subsidiary of the Company. It
is anticipated that the transaction will be structured to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code.

The Board of Directors of NXPN shall be increased to three members; electing three persons designated by HPG to the Board of Directors, and the name of the Company shall be changed to High Plains Gas, Inc.

NXPN shall either complete a reverse split of its common stock or cancel or cause to be cancelled a total of 86,720,000 shares of its common stock such that at Closing there shall be a total of 13,000,000 shares of common
stock issued and outstanding. NXPN shall issue a total of 52,000,000 shares of common stock of NXPN (which at the time of Closing will reflect at least 80% of the fully diluted issued and outstanding common stock of NXPN) for delivery to members of
HPG at Closing in exchange for 100% of the controlling interest in the securities of HPG.

NXPN shall also authorize and deliver a Certificate of Designation for a class of preferred stock with six million shares, each of which shall have ten votes per share. The NXPN Preferred Shares shall be issued to Mark D.
Hettinger at Closing.

The Closing is anticipated to occur within 90 days of the Agreement, but shall occur upon the satisfaction of the conditions set forth in the Agreement. The Closing Date shall occur as soon as possible after the execution
of this Agreement and upon completion of the amendment to the Articles of Incorporation, unless the Escrow Agent receives instructions otherwise from the parties or notice from a party that the conditions set forth in the agreement have not
occurred. In the event the Closing does not occur on or before December 31, 2010 the agreement shall terminate.

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|NORTHERNEXPLORATIONS,LTD.(ANEXPLORATIONSTAGECOMPANY))
|-----------------------------------------------------

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

|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.
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.

|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 2 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.

|General
|-------

Northern Explorations, Ltd. was incorporated under the laws of the State of Nevada on November 17, 2004 (date of inception) and has been engaged in the business of exploration of natural resource properties in the United
States. Shares of our common stock commenced quotation on the OTC Bulletin Board under the symbol "NXPN" commencing September 2008. The market for our common stock is limited, and can be volatile.

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.

|Plan of Business
|----------------

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

Our primary activity and focus was pursuing business opportunities in the exploration field and reviewing potential acquisitions in the natural resources sector. We have recently identified an opportunity in this sector.

10

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|NORTHERNEXPLORATIONS,LTD.(ANEXPLORATIONSTAGECOMPANY))
|-----------------------------------------------------

|Reorganization Agreement
|------------------------

Northern Explorations, Ltd., (NXPN) a Nevada Corporation, entered into a Reorganization Agreement with High Plains Gas, LLC, a Wyoming limited liability company (HPG), dated July 28, 2010 and with
final signatures received on July 29, 2010.

The agreement sets forth the understanding which was reached by the parties. The following is a summary of terms pursuant to the Agreement: The members of HPG will acquire an 80% controlling interest in the securities of
NXPN, and NXPN acquire a 100% controlling interest in the securities of HPG, in accordance with the terms and conditions of the Reorganization Agreement. Upon completion HPG will become a wholly owned subsidiary of the Company. It is anticipated
that the transaction will be structured to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code.

The Board of Directors of NXPN shall be increased to three members; electing three persons designated by HPG to the Board of Directors, and the name of the Company shall be changed to High Plains Gas, Inc.

NXPN shall either complete a reverse split of its common stock or cancel or cause to be cancelled a total of 86,720,000 shares of its common stock such that at Closing there shall be a total of 13,000,000 shares of common
stock issued and outstanding.

NXPN shall issue a total of 52,000,000 shares of common stock of NXPN (which at the time of Closing will reflect at least 80% of the fully diluted issued and outstanding common stock of NXPN) for delivery to members of HPG
at Closing in exchange for 100% of the controlling interest in the securities of HPG.

NXPN shall also authorize and deliver a Certificate of Designation for a class of preferred stock with six million shares, each of which shall have ten votes per share.  The NXPN Preferred Shares shall be issued to Mark D.
Hettinger at Closing.

The Closing is anticipated to occur within 90 days of the Agreement, but shall occur upon the satisfaction of the conditions set forth in the Agreement. The Closing Date shall occur as soon as possible after the execution
of this Agreement and upon completion of the amendment to the Articles of Incorporation, unless the Escrow Agent receives instructions otherwise from the parties or notice from a party that the conditions set forth in the agreement have not
occurred. In the event the Closing does not occur on or before December 31, 2010 the agreement shall terminate.

We intend to pursue this reorganization with HPG, upon completion our operations are expected to significantly develop as we pursue the operations of HPG as a wholly owned subsidiary.

|Results of Operations
|---------------------

For the three month periods ended June 30, 2010 and 2009:

The Company had no revenues for the three month periods ended June 30, 2010 and 2009.

General and administrative expenses for the respective three month periods ended June 30, 2010 and 2009 were approximately $26,346 and $197,184. These expenses relate directly to the maintenance of the corporate
entity and compliance with the filing requirements of the Securities Exchange Act of 1934, as amended, including the payment of consulting fees for various financial, management and oversight services. The Company may or may not experience increases
in expenses in future periods as the Company explores various options for the implementation of its business plan.

Earnings per share for the respective three month periods ended June 30, 2010 and 2009, respectively, were nil, based on the adjusted weighted-average shares issued and outstanding at the end of each respective
period.

At June 30, 2010 and March 31, 2010, the Company had a working capital deficit of approximately $369,684 and $343,337, respectively.

11

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|NORTHERNEXPLORATIONS,LTD.(ANEXPLORATIONSTAGECOMPANY))
|-----------------------------------------------------

|Liquidity and Capital Resources
|-------------------------------

During the three-month period ending June30, 2010 the Companys cash position remained unchanged at $0. The Company does not presently have enough cash on hand to meet its current obligations and repay debt it has
accrued for services, costs and other fees it has incurred.

Historically, the Company has relied on advances from related parties and sales of its common equity to maintain operations. 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 officers, directors or stockholders to provide additional future funding.

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.

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.

|Off-Balance Sheet ArrangementsNone Applicable
|---------------------------------------------

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

|Item 4 - Controls and ProceduresEvaluation of Disclosure Controls and Procedures
|--------------------------------------------------------------------------------

The Companys Principal Executive Officer and Principal Financial Officer, Mr. Yonika,  has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report
pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2)
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

|Changes in Internal Controls
|----------------------------

There has been no change in the Companys internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been
detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

12

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|NORTHERNEXPLORATIONS,LTD.(ANEXPLORATIONSTAGECOMPANY))
|-----------------------------------------------------

|Part II OTHER INFORMATIONItem 1 Legal Proceedings
|-------------------------------------------------

No legal proceedings were initiated by or served upon the Company in the three month period ending June 30, 2010.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that,
in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

|Item 2 |  | Unregistered Sales of Equity Securities and Use of Proceeds
|------ |  | -----------------------------------------------------------
|       |  | None, for the period ending June 30, 2010                  
|      
|Item 3 |  | Defaults upon Senior Securities                            
|       |  | None, for the period ending June 30, 2010                  
|Item 4 |  | (Removed and Reserved)                                     
|Item 5 |  | Other Information                                          
|       |  | None, for the period ending June 30, 2010                  
|Item 6 |  | Exhibits                                                   

| | Exhibits
| | --------

Northern Explorations, Ltd. includes by reference the following exhibits:

|3.1 | Articles of Incorporation, exhibit 3.1 filed with the registrants Registration Statement on Form SB-2, as amended; filed with the Securities and Exchange Commission on May 19, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.2 | Bylaws, filed as exhibit 3.2 with the registrants Registration Statement on Form SB-2, as amended; filed with the Securities and Exchange Commission on May 19, 2005.                
|   

Northern Explorations, Ltd. includes herewith the following exhibits:

|31.1 | Certification of Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a)/15(d)-14(a))
|---- | ---------------------------------------------------------------------------------------------------------
|    
|32.1 | Certification of Principal Executive Officer and Principal Financial Officer (18 U.S.C. 1350)            
|    

13

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|NORTHERNEXPLORATIONS,LTD.(ANEXPLORATIONSTAGECOMPANY))
|-----------------------------------------------------

|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.
|---------------------------

|Date: August 20, 2010
|---------------------

|By: /s/ Kenneth J. Yonika
|-------------------------

|Kenneth J. Yonika, CPAPrincipal Executive OfficerPrincipal Financial Officer
|----------------------------------------------------------------------------

14

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