High Plains Gas, Inc. - FORM 10-K

Attached files

file	filename
EX-31.2 - CFO SECTION 302 CERTIFICATION - High Plains Gas, Inc.	ex31-2.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - High Plains Gas, Inc.	ex32-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - High Plains Gas, Inc.	ex31-1.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - High Plains Gas, Inc.	ex32-1.txt

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

Form 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended March 31, 2010

[ ] 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
of incorporation or organization) Identification No.)

4616 Florida Street, Suite 190
San Diego, California 92116
(Address of principal executive offices)

(858) 579-1088
(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)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (i) 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 (ii) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

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

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]

State issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter - September 30, 2009: $914,400.00

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
N/A

Check 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[X] No[ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Class Outstanding as of June 29, 2010
----- -------------------------------
Common Stock, $0.001 99,720,000

DOCUMENTS INCORPORATED BY REFERENCE
N/A

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

NORTHERN EXPLORATIONS, LTD.
FORM 10-K

INDEX

Item 1. Business 3

Item 2 Properties 9

Item 3. Legal Proceedings 9

Item 4 (Removed and Reserved) 9

Item 5 Market for Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 10

Item 6 Selected Financial Data 11

Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operation 11

Item 8. Financial Statements and Supplemental Data 15

Item 9 Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 27

Item 9A(T) Controls and Procedures 27

Item 9B. Other Information 29

Item 10 Directors, Executive Officers and Corporate Governance 29

Item 11. Executive Compensation 31

Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 32

Item 13 Certain Relationships and Related Transactions and Director
Independence 33

Item 14 Principal Accounting Fees and Services 33

Item 15 Exhibits, Financial Statement Schedules 34

Statements made in this Form 10-K 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.

AVAILABLE INFORMATION

Northern Explorations, Ltd. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1.800.SEC.0330. You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov.

PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

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 quotation on the Over-
the-Counter Bulletin Board under the symbol "NXPN:OB."

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

TRANSFER AGENT

Our transfer agent is Empire Stock Transfer, Inc., 7251 W. Lake Mead Blvd.
Las Vegas, NV 89128-8351.

2008 FORWARD STOCK SPLIT

On July 14, 2008, our Board of Directors, approved a forward stock split of
six for one (6:1) of our total issued and outstanding shares of common stock.
Each of our shareholders holding one share of common stock on the a record
date of July 16, 2008 was entitled to receive an additional five shares of
our common stock.

2009 FORWARD STOCK SPLIT

On March 30, 2009, our Board of Directors approved a forward stock split of
three for one (3:1) of our total issued and outstanding shares of common stock.
Each of our shareholders holding one share of common stock on the record date
of March 30,2009 was entitled to receive an additional two shares of our common
stock.

AMENDMENT TO THE ARTICLES OF INCORPORATION

On March 30, 2009, our Board of Directors approved a filing with the Nevada
Secretary of State an amendment to our Articles of Incorporation to increase
our authorized capital along with the increase of our shares pursuant to the
2009 Forward Stock Split. Our authorized capital structure increased from
75,000,000 shares of common stock to 150,000,000 shares of common stock,
with a par value of $0.001.

On March 30, 2009, our Board of Directors approved a filing with the Nevada
Secretary of State an amendment to our Articles of Incorporation to change the
corporate name from "Northern Explorations, Ltd." to "Clean Gen Corporation." On
May 12, 2009, an amendment was filed with the Nevada Secretary of State changing
our name to "Clean Gen Corporation."

On June 8, 2009, our Board of Directors approved a filing with the Nevada
Secretary of State an amendment to our Articles of Incorporation to change the
corporate name back to "Northern Explorations, Ltd." On June 25, 2009, an
amendment was filed with the Nevada Secretary of State changing our name back to
"Northern Explorations, Ltd."

BUSINESS OPERATIONS

We are a natural resource company that has been engaged in the exploration, the
pursuit of acquisition and development of properties in North America.

DOMINUS ENERGY AG FARM-IN AGREEMENT

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

Effective on November 18, 2008, our Board of Directors approved the execution
of a one-year consulting agreement to be effective December 1, 2008 (the
"Consulting Agreement") with Dominus. In accordance with the terms and
provisions of the Consulting Agreement: (i) Dominus shall advise us regarding
certain energy and petroleum opportunities and projects located in North America
to either participate in either for purchase, farm-in, joint venture and/or
variable interest holder; and (ii) we shall pay to Dominus a monthly fee of
$15,000. See "Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operation."

During the fiscal years ended March 31, 2010 and 2009, our primary activity and
focus was the consummation of the Dominus transaction and reviewing potential
acquisitions in the natural resources sector.

On July 14, 2009, the Company entered into a Farm-in Agreement with Dominus
Energy, A. G. (a corporation domiciled in Switzerland) by which we acquired ten
percentage points (10%) of Dominus' thirty-five percentage point (35%)
participatory interest in various specified oil and gas interests totaling 638
net acres in the Randall Island Prospect (the "Farm-in Agreement"). As a
condition precedent to the effectiveness of the Farm-in Agreement, the Company
was to be obligated to pay Dominus the amount of $475,000 to be memorialized in
a promissory note (the "Note") which would mature and become due and payable on
July 13, 2011. The Note was never executed by the Company and the obligation no
longer exists. Under Section 2 of the Farm-in Agreement, the Note was only
supposed to be payable by the Company in the event of "successful
[test] well completion." In addition, Section 3 of the Farm-in Agreement
provides other contingencies to our payments under the Note, including the
completion and execution of assignment documents, all of which were conditions
precedent to the parties' obligations under both the Note and the Farm-in
Agreement, which were required to be waived or satisfied by the parties on or

before August 15, 2009 or the Farm-In Agreement otherwise automatically would
terminate without any further action by the parties. The parties failed to waive
or satisfy any of these conditions contained in the Farm-in Agreement by August
15, 2009. As a result, on August 16, 2009 the Farm-in Agreement and the Note
automatically terminated. A copy of the Farm-in Agreement was filed as Exhibit
2.1 to a Current Report on Form 8-K filed by the Company on July 20, 2009, and
is incorporated herein by reference.

On July 28, 2009, the Company entered into an Option Purchase Agreement (the
"Option Agreement") by which we acquired from Dominus an option to buy its
working interest in gas wells in the Adams-Baggett field in Crockett County,
Texas. Under the Option Agreement, Dominus and the Company effectively
terminated and released themselves from their prior acquisition agreement
announced in early June 2009. Under the Option Agreement, we may exercise our
option through October 31, 2009, and Dominus reserves for itself an overriding
royalty interest on all revenue generated by the project. A copy of this Option
Agreement was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the
Company on July 29, 2009, and is expressly incorporated herein by reference. The
Company on October 31, 2009 failed to exercise its option under the agreement
and therefore has let the Option Agreement lapse. The Company terminated its
business opportunities with Dominus Energy A.G.

MANAGEMENT TEAM - BUSINESS PLAN OBJECTIVES

The Company has been as been limited in its activities pursuing other energy
or mineral exploration opportunities at this time. The Company has limited
financial and management resources which it intends to rebuild. The Company
currently operates with an interim CFO who also provides office space to the
Company. The Company has appointed an interim Director effective July 12, 2010
and who has as of July 12, 2010 acquired a 27% ownership interest in the
Company pursuant to a private transaction (See Item 9B - Other Information).
The interim CFO and Director are currently reviewing potential additions to
our management team in order to continue building out our existing business
plan. The Company has recently been informed that another individual investor
has acquired a 27% ownership interest in the Company through a private
transaction with one of our former control shareholders and intends to
assist the Company in further developing its business plan. The Company has
been informed that this individual investor has been assigned outstanding
debts owed by the Company to two individuals totaling more than $280,000
(See Item 9B - Other Information).

NEW LEASE ACQUISITION AND DEVELOPMENT

If mineral quality and quantities are not deemed sufficient from work to be
conducted on our potential leases during the first six months of operation,
land acquisitions will be reassessed and determined whether adequate capital
resources being available to continue such work.

We will require additional funding to implement our proposed business
activities. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."

We do not expect to make any significant equipment purchases or increase the
number of our employees during the next twelve months. Our current business
strategy is to obtain resources under contract where possible because management
continues to believes that this strategy. At its current level of development
this strategy provides the Company the best services available in most
circumstances, leads to lower overall costs, and provides the best flexibility
for our business operations.

COMPETITION

We operate in a highly competitive industry, competing with other mining and
exploration mineral companies, and institutional and individual investors, which
are actively seeking metal and mineral based exploration properties throughout
the world together with the equipment, labor and materials required to exploit

such properties. Many of our competitors have financial resources, staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime metal and
Mineral exploration prospects and then exploit such prospects. Competition for
the acquisition of metal and mineral exploration properties is intense, with
many properties available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing profitable properties in the
face of this competition. No assurance can be given that a sufficient number of
suitable metal and mineral exploration properties will be available for
acquisition and development.

MINERAL EXPLORATION REGULATION

Our mineral exploration activities could be, subject to extensive foreign laws
and regulations governing prospecting, development, production, exports, taxes,
labor standards, occupational health, waste disposal, protection and remediation
of the environment, protection of endangered and protected species, mine safety,
toxic substances and other matters. Mineral exploration is also subject to
risks and liabilities associated with pollution of the environment and disposal
of waste products occurring as a result of mineral exploration and production.
Compliance with these laws and regulations may impose substantial costs on us
and will subject us to significant potential liabilities. Changes in these
regulations could require us to expend significant resources to comply with new
laws or regulations or changes to current requirements and could have a material
adverse effect on our business operations.

Exploration and production activities are subject to certain environmental
regulations which may prevent or delay the commencement or continuance of our
operations. In general, our exploration and production activities could be
subject to certain foreign regulations, and may be subject to federal, state and
local laws and regulations, relating to environmental quality and pollution
control. Such laws and regulations increase the costs of these activities and
may prevent or delay the commencement or continuance of a given operation.
Compliance with these laws and regulations does not appear to have a future
material effect on our operations or financial condition to date. Specifically,
we may be subject to legislation regarding emissions into the environment, water
discharges and storage and disposition of hazardous wastes. However, such laws
and regulations, whether foreign or local, are frequently changed and we are
unable to predict the ultimate cost of compliance. Generally, environmental
requirements do not appear to affect us any differently or to any greater or
lesser extent than other companies in the industry and our current operations
have not expanded to a point where either compliance or cost of compliance with
environmental regulation is a significant issue for us. Costs have not been
incurred to date with respect to compliance with environmental laws but such
costs may be expected to increase with an increase in scale and scope of
exploration.

Mineral exploration operations are subject to comprehensive regulation which
may cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on our business operations. Mineral
exploration operations are subject to foreign, federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Mineral exploration operations are also subject to federal, state,
and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of drilling methods and equipment.
Various permits from government bodies are required for drilling operations to
be conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, state, or local authorities may be
changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus causing an adverse
effect on us. Additionally, we may be subject to liability for pollution or
other environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. As of the date of this Annual

Report, we have not been required to spend any material amount on compliance
with environmental regulations. However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

OIL AND GAS REGULATION

The production and sale of oil and gas are subject to various federal, state and
local governmental regulations, which may be changed from time to time in
response to economic or political conditions and can have a significant impact
upon overall operations. Matters subject to regulation include discharge permits
for drilling operations, drilling bonds, reports concerning operations, the
spacing of wells, unitization and pooling of properties, taxation, abandonment
and restoration and environmental protection. These laws and regulations are
under constant review for amendment or expansion. From time to time, regulatory
agencies have imposed price controls and limitations on production by
restricting the rate of flow of oil and gas wells below actual production
capacity in order to conserve supplies of oil and gas. Changes in these
regulations could require us to expend significant resources to comply with new
laws or regulations or changes to current requirements and could have a material
adverse effect on our future business operations.

REGULATION OF OIL AND NATURAL GAS PRODUCTION

Future oil and natural gas exploration, production and related operations
will be subject to extensive rules and regulations promulgated by federal, state
and local authorities and agencies. Failure to comply with such rules and
regulations can result in substantial penalties. The regulatory burden on the
oil and natural gas industry increases our cost of doing business and affects
our profitability. Although we believe we are in substantial compliance with all
applicable laws and regulations, because such rules and regulations are
frequently amended or reinterpreted, we are unable to predict the future cost or
impact of complying with such laws.

Many states require permits for drilling operations, drilling bonds and reports
concerning operations and impose other requirements relating to the exploration
and production of oil and natural gas. Such states also have statutes or
regulations addressing conservation matters, including provisions for the

unitization or pooling of oil and natural gas properties, the establishment of
maximum rates of production from wells, and the regulation of spacing, plugging
and abandonment of such wells.

FEDERAL REGULATION OF NATURAL GAS

The Federal Energy Regulatory Commission ("FERC") regulates interstate natural
gas transportation rates and service conditions, which affect the marketing of
natural gas produced by us, as well as the revenues received by us for sales of
such production. Since the mid-1980's, FERC has issued a series of orders that
have significantly altered the marketing and transportation of natural gas.
These orders mandate a fundamental restructuring of interstate pipeline sales
and transportation service, including the unbundling by interstate pipelines of
the sale, transportation, storage and other components of the city-gate sales
services such pipelines previously performed. One of FERC's purposes in issuing
the orders was to increase competition within all phases of the natural gas
industry. Certain aspects of these orders may be modified as a result of various
appeals and related proceedings and it is difficult to predict the ultimate
impact of the orders on us and others. Generally, the orders eliminate or
substantially reduce the interstate pipelines' traditional role as wholesalers
of natural gas in favor of providing only storage and transportation service,
and have substantially increased competition and volatility in natural gas
markets.

The price, which we may receive for the sale of oil, natural gas and natural gas
liquids, would be affected by the cost of transporting products to markets. FERC
has implemented regulations establishing an indexing system for transportation
rates for oil pipelines, which, generally, would index such rates to inflation,

subject to certain conditions and limitations. We are not able to predict with
certainty the effect, if any, of these regulations on any future operations.
However, the regulations may increase transportation costs or reduce wellhead
prices for oil and natural gas liquids.

ENVIRONMENTAL MATTERS

Our operations and properties will be subject to extensive and changing federal,
state and local laws and regulations relating to environmental protection,
including the generation, storage, handling, emission, transportation and
discharge of materials into the environment, and relating to safety and health.
The recent trend in environmental legislation and regulation generally is toward
stricter standards, and this trend will likely continue. These laws and
regulations may (i) require the acquisition of a permit or other authorization
before construction or drilling commences and for certain other activities; (ii)
limit or prohibit construction, drilling and other activities on certain lands
lying within wilderness and other protected areas; and (iii) impose substantial
liabilities for pollution resulting from our operations. The permits required
for several of our operations are subject to revocation, modification and
renewal by issuing authorities. Governmental authorities have the power to
enforce their regulations, and violations are subject to fines or injunctions,
or both. In the opinion of management, we are in substantial compliance with
current applicable environmental law and regulations, and we have no material
commitments for capital expenditures to comply with existing environmental
requirements. Nevertheless, changes in existing environmental laws and
regulations or in interpretations thereof could have a significant impact on our
business operations, as well as the oil and natural gas industry in general.

The Comprehensive Environmental, Response, Compensation, and Liability Act
("CERCL") and comparable state statutes impose strict, joint and several
liability on owners and operators of sites and on persons who disposed of or
arranged for the disposal of "hazardous substances" found at such sites. It is
not uncommon for the neighboring landowners and other third parties to file
claims for personal injury and property damage allegedly caused by the hazardous
substances released into the environment. The Federal Resource Conservation and
Recovery Act ("RCRA") and comparable state statutes govern the disposal of
"solid waste" and "hazardous waste" and authorize the imposition of substantial
fines and penalties for noncompliance. Although CERCLA currently excludes
petroleum from its definition of "hazardous substance," state laws affecting our
operations impose clean-up liability relating to petroleum and petroleum related
products. In addition, although RCRA classifies certain oil field wastes as
"non-hazardous," such exploration and production wastes could be reclassified as
hazardous waste, thereby making such wastes subject to more stringent handling
and disposal requirements.

We intend to acquire leasehold interests in properties that for many years have
produced oil and natural gas. Although the previous owners of these interests
may have used operating and disposal practices that were standard in the
industry at the time, hydrocarbons or other wastes may have been disposed of or
released on or under the properties. In addition, some of our properties may be
operated in the future by third parties over which we have no control.
Notwithstanding our lack of control over properties operated by others, the
failure of the operator to comply with applicable environmental regulations may,
in certain circumstances, adversely impact our business operations.

The National Environmental Policy Act ("NEPA") is applicable to many of our
planned activities and operations. NEPA is a broad procedural statute intended
to ensure that federal agencies consider the environmental impact of their
actions by requiring such agencies to prepare environmental impact statements
("EIS") in connection with all federal activities that significantly affect the
environment. Although NEPA is a procedural statute only applicable to the
federal government, a portion of our properties may be acreage located on
federal land. The Bureau of Land Management's issuance of drilling permits and
the Secretary of the Interior's approval of plans of operation and lease
agreements all constitute federal action within the scope of NEPA. Consequently,
unless the responsible agency determines that our drilling activities will not

materially impact the environment, the responsible agency will be required to
prepare an EIS in conjunction with the issuance of any permit or approval.

The Endangered Species Act ("ESA") seeks to ensure that activities do not
jeopardize endangered or threatened animals, fish and plant species, nor destroy
or modify the critical habitat of such species. Under ESA, exploration and
production operation, as well as actions by federal agencies, may not
significantly impair or jeopardize the species or their habitat. ESA provides
for criminal penalties for willful violations of the Act. Other statutes that
provide protection to animal and plant species and that may apply to our
operations include, but are not necessarily limited to, the Fish and Wildlife
Coordination Act, the Fishery Conservation and Management Act, the Migratory
Bird Treaty Act and the National Historic Preservation Act. Although we believe
that our operations are in substantial compliance with such statutes, any change
in these statutes or any reclassification of a species as endangered could
subject us to significant expense to modify our operations or could force to
discontinue certain operations altogether.

Management believes that we are in compliance with current applicable
environmental laws and regulations.

MATERIAL AGREEMENTS

See "Item 10, Directors, Executive Officers and Corporate Governance" and
"Item 11. Executive Compensation."

RESEARCH AND DEVELOPMENT ACTIVITIES

No research and development expenditures have been incurred, either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any person on a full-time or a part-time basis. Mr. Kenneth
Yonika, CPA serves as our Interim Chief Executive Officer and Chief Financial
Officer. He is primarily responsible for all our day-to-day operations and
corporate governance. Other services are provided by outsourcing, consultant,
and special purpose contracts.

ITEM 2. PROPERTIES

Our principal office space is located at our Interim CEO's offices. The office
space is for corporate identification, mailing, and courier purposes only and
is provided to Northern Explorations, Ltd. at no cost, by our CEO while he
serves in office.

ITEM 3. 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 Annual Report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding, or (ii) has an adverse interest to us in
any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced quotation on the OTC Bulletin Board under
the symbol "NXPN:OB" commencing September 2008. The market for our common stock
is limited, and can be volatile. The following table sets forth the high and low
bid prices relating to our common stock on a quarterly basis for the periods
indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.

Quarter Ended High Bid Low Bid
------------- -------- -------

September 30, 2008 $0.337 $0.200
December 31, 2008 0.330 0.273
March 31, 2009 0.415 0.083

June 30, 2009 $0.330 $0.077
September 30, 2009 0.105 0.020
December 31, 2009 0.020 0.004
March 31, 2010 0.009 0.004

As of June 29, 2010, we had 15 shareholders of record of certificates in
physical form, which does not include shareholders whose shares are held in
street or nominee names.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors on our common
stock. We do not anticipate paying cash dividends on our common stock in the
foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have any equity compensation plans authorized or adopted.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended March 31,
2010, we did not issue any shares of our common stock to provide capital through
private placement offerings nor issue stock in exchange for our debts or
pursuant to contractual agreements.

FORWARD STOCK SPLITS

2008 FORWARD STOCK SPLIT

2009 FORWARD STOCK SPLIT

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial information is qualified by reference to, and
should be read in conjunction with our financial statements and the notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operation" contained elsewhere herein. The selected income statement
data for fiscal years ended March 31, 2010 and 2009 and the selected balance
sheet data as of March 31, 2010 and 2009 are derived from our audited financial
statements which are included elsewhere herein.

For the Period
For the Fiscal Years Ended November 17, 2004
March 31, (inception) to
2010 and 2009 March 31, 2010
------------------------- --------------
STATEMENT OF OPERATIONS DATA

REVENUE
Revenues $ 0 $ 0 $ 0

OPERATING COSTS
Administrative expenses $ 172,859 $ 162,648 $ 375,337

NET LOSS $(172,859) $ (162,648) $(375,337)

BALANCE SHEET DATA

Total Assets $ 0 $ 620

Total Liabilities 343,337 171,098

Stockholders Deficit $(343,337) $ (171,098)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATION

The summarized financial data set forth and discussion below is derived from
and should be read in conjunction with our audited financial statements for the
period inception (November 17, 2004) to the fiscal year ended March 31, 2010,
including the notes to those financial statements which are included in this
Annual 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. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors." Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

We are an exploration (development) stage company and have not generated any
revenues to date. The following sets forth selected financial information for
the periods indicated. We have incurred recurring losses to date. Our financial
statements have been prepared assuming that we will continue as a going concern
and, accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.

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

RESULTS OF OPERATION

FISCAL YEAR ENDED MARCH 31, 2010 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2009.

Our net loss for the fiscal year ended March 31, 2010 was ($172,859) compared to
a net loss of ($162,648) during the fiscal year ended March 31, 2009 (an
increase of $10,211). During the fiscal years ended March 31, 2010 and 2009, we
generated no revenues.

During the fiscal year ended March 31, 2010, we incurred operating expenses of
$172,859 compared to operating expenses of $162,648 during the fiscal year ended
March 31, 2009 (an increase of $10,211). Operating expenses incurred during the
fiscal year ended March 31, 2010 consisted of: (i) professional fees of $43,451
(2009: $30,500); (ii) management/consulting fees of $105,680 (2009:$75,000); and
(iii) general and administrative of $23,728 (2009: $57,148).

Operating expenses incurred during the fiscal year ended March 31, 2010 compared
to the fiscal year ended March 31, 2009 increased primarily due to the
incurrence of various legal and accounting professional fees associated with the
increased scope and scale of our business operations, as well as management fees
incurred by our high turnover rate. The Company incurred a consulting fee of
$75,000 to Mr. Daniel Hodges of which certain limited services were performed
under his agreement. General and administrative expenses incurred during the
fiscal year ended March 31, 2010 compared to the fiscal year ended March 31,
2009 decreased due to cost management offset by expenses primarily due to 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 services, marketing, and
consulting costs.

Our net loss during the fiscal year ended March 31, 2010 was ($172,859) or
($0.00) per share compared to a net loss of ($162,648) or ($0.00) per share
during the fiscal year ended March 31, 2009. The weighted average number of
shares outstanding was 99,720,000 for the fiscal years ended March 31, 2010 and
March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MARCH 31, 2010

As of March 31, 2010, our current assets were none and our current liabilities
were $343,337, which resulted in a working capital deficit of ($343,337). As of
March 31, 2010, current liabilities were comprised of: (i) $7,352 in accounts
payable; (ii) $51,280 in accrued liabilities and expenses; and (iii) $284,705 in
loans from related parties.

As of March 31, 2010, total liabilities were $343,337 all current in nature. The
increase in liabilities as of March 31, 2010 compared to March 31, 2009 was
primarily due to the increase in loans from related parties offset by the
decrease in accounts payable, accrued liabilities and expenses.

Stockholders' deficit increased from $170,478 as of March 31, 2009 compared to
$375,337 as of March 31, 2010.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the
fiscal year ended March 31, 2010, net cash flows used in operating activities
was ($186,825), consisting primarily of a net loss of ($172,859) offset by a
decrease in accounts payable, accrued liabilities and expenses of $(13,966). For
the fiscal year ended March 31, 2009, net cash flows used in operating
activities was ($91,650), consisting primarily of a net loss of ($162,648)
offset by increase in accounts payable, accrued liabilities and expenses of
$70,998.

CASH FLOWS FROM INVESTING ACTIVITIES

For the fiscal years ended March 31, 2010 and March 31, 2009, net cash flows
used in investing activities was none.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from the issuance of equity and debt
instruments. For the fiscal year ended March 31, 2010, net cash flows provided
from financing activities was $186,2050 compared to $92,000 for the fiscal year
ended March 31, 2009. Cash flows from financing activities for the fiscal year
ended March 31, 2010 consisted of loans from two related party shareholders.
Cash flows from financing activities for the fiscal year ended March 31, 2009
consisted of $92,000 in loans from those related parties.

WORKING CAPITAL DEFICIT AND RELATED PARTY FINANCING

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

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

PLAN OF OPERATION AND FUNDING

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

Further advances and debt instruments, issuances of our equity securities,
and anticipated cash flow are expected to be adequate to fund our operations
over the next twelve months at our current operational level. We have no lines
of credit or other bank financing arrangements. Generally, we have financed
operations to date through the proceeds of our private placement of equity and
loans. In connection with our business plan, management anticipates additional
increases in operating expenses and capital expenditures relating to: (i)
operating mineral or resource properties; (ii) possible drilling initiatives
on future properties; and (iii) potential property acquisitions. We intend
to finance these expenses with issuances of securities and debt. Thereafter,

we expect we will need to raise additional capital and generate revenues to
meet our long-term operating requirements. Additional issuances of equity
and/or convertible debt securities will result in further dilution to our
current shareholders. 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.

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

In the event that insufficient working capital to maintain the corporate entity
and implement our business plan is not available, the Company's management,
stockholders or other related parties may have to maintain the corporate status
of the Company and provide all necessary working capital support on the
Company's behalf. However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans exist. There is no
legal obligation for the Company's management, stockholders or other related
parties to provide additional funding.

The Company has no current plans, proposals, arrangements or understandings with
respect to any other potential business transaction. Accordingly, there can be

no assurance that sufficient funds will be available to the Company to allow it
to cover the expenses related to such activities.

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

MATERIAL COMMITMENTS

As of the date of this Annual Report we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual 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.

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 results of operations,
financial position or liquidity for the periods presented in this Annual Report.

GOING CONCERN

The independent auditors' report accompanying our March 31, 2010 and March 31,
2009 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern.

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.

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.

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

As of the date of this Annual Report, management does not believe that any
recently issued accounting standards, as adopted or to be adopted, could have a
material effect on the accompanying financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Report of Independent Registered Public Accounting Firm Dated July 14, 2010.

Balance Sheets as of March 31, 2010 and March 31, 2009.

Statement of Operations For the Fiscal Years Ended March 31, 2010 and March 31,
2009 and for the Period November 17, 2004 (Inception) to March 31, 2010.

Statement of Stockholders' Equity (Deficit) for the Period November 17, 2004
(Inception) to March 31, 2010.

Statement of Cash Flows for the Fiscal Years Ended March 31, 2010 and March 31,
2009 and for the Period November 17, 2004 (Inception) to March 31, 2010.

Notes to Financial Statements.

Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO S. SUITE B * CALIFORNIA 92108 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480 *
* E-MAIL changgpark@gmail.com *

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Northern Explorations, Ltd.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Northern Explorations, Ltd.
(the "Company") as of March 31, 2010 and 2009 and the related statements of
operation, changes in shareholders' equity and cash flows for the years then
ended and for the period November 17, 2004 (inception) through March 31, 2010.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northern Explorations, Ltd. as
of March 31, 2010 and 2009, and the results of its operation and its cash flows
for the years then ended and for the period November 17, 2004 (inception)
through March 31, 2010 in conformity with U.S. generally accepted accounting
principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Chang Park
---------------------------------
CHANG G. PARK, CPA

July 14, 2010
San Diego, CA. 92108

Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board

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

As of As of
March 31, March 31,
2010 2009
--------- ---------

ASSETS

CURRENT ASSETS
Cash $ -- $ 620
--------- ---------
TOTAL CURRENT ASSETS -- 620
--------- ---------

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

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 7,352 $ 18,670
Accrued liabilities and expenses 51,280 53,928
Loan - related parties 284,705 98,500
--------- ---------
TOTAL CURRENT LIABILITIES 343,337 171,098

TOTAL LIABILITIES 343,337 171,098

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 150,000,000 shares
authorized; 99,720,000 shares issued and
outstanding as of March 31, 2010 and 2009) 99,720 99,720
Additional paid-in capital (67,720) (67,720)
Deficit accumulated during exploration stage (375,337) (202,478)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (343,337) (170,478)
--------- ---------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ 620
========= =========

See Notes to Financial Statements

NORTHERN EXPLORATIONS, LTD.
(An Exploration Stage Company)
Statement of Operations
(Stated in US Dollars)
--------------------------------------------------------------------------------

The Period
November 17, 2004
The The (inception)
Year Ended Year Ended through
March 31, March 31, March 31,
2010 2009 2010
----------- ----------- -----------

REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --

OPERATING COSTS
Administrative Expenses 172,859 162,648 375,337
------------ ------------ ------------
TOTAL OPERATING COSTS 172,859 162,648 375,337
------------ ------------ ------------

NET INCOME (LOSS) $ (172,859) $ (162,648) $ (375,337)
============ ============ ============

BASIC AND DILUTED EARNINGS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 99,720,000 99,720,000
============ ============

See Notes to Financial Statements

NORTHERN EXPLORATIONS, LTD.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit) For The
Period November 17, 2004 (inception) through March 31, 2010
(Stated in US Dollars)
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, NOVEMBER 17, 2004 - $ - $ - $ - $ -

Stock issued for cash on December 7, 2004
@ $0.0000556 per share 54,000,000 54,000 (51,000) 3,000
Stock issued for cash on December 22, 2004
@ $0.000556 per share 45,000,000 45,000 (20,000) 25,000
Stock issued for cash on January 17, 2005
@ $0.00556 per share 720,000 720 3,280 4,000

Net loss, March 31, 2005 (4,328) (4,328)
----------- ------- -------- --------- ---------
BALANCE, MARCH 31, 2005 99,720,000 99,720 (67,720) (4,328) 27,672

Net loss, March 31, 2006 (13,201) (13,201)
----------- ------- -------- --------- ---------
BALANCE, MARCH 31, 2006 99,720,000 99,720 (67,720) (17,529) 14,471

Net loss, March 31, 2007 (8,508) (8,508)
----------- ------- -------- --------- ---------
BALANCE, MARCH 31, 2007 99,720,000 99,720 (67,720) (26,037) 5,963

Net loss, March 31, 2008 (13,793) (13,793)
----------- ------- -------- --------- ---------
BALANCE, MARCH 31, 2008 99,720,000 99,720 (67,720) (39,830) (7,830)

Net loss, March 31, 2009 (162,648) (162,648)
----------- ------- -------- --------- ---------
BALANCE, MARCH 31, 2009 99,720,000 99,720 (67,720) (202,478) (170,478)

Net loss, March 31, 2010 (172,859) (172,859)
----------- ------- -------- --------- ---------

BALANCE, MARCH 31, 2010 99,720,000 $99,720 $(67,720) $(375,337) $(343,337)
=========== ======= ======== ========= =========

See Notes to Financial Statements

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

The Period
November 17, 2004
The The (inception)
Year Ended Year Ended through
March 31, March 31, March 31,
2010 2009 2010
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(172,859) $(162,648) $(375,337)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and
accrued expenses (13,966) 70,998 58,632
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (186,825) (91,650) (316,705)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties 186,205 92,000 284,705
Issuance of common stock -- -- 32,000
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 186,205 92,000 316,705
--------- --------- ---------

NET INCREASE (DECREASE) IN CASH (620) 350 --

CASH AT BEGINNING OF PERIOD 620 270 --
--------- --------- ---------

CASH AT END OF PERIOD $ -- $ 620 $ --
========= ========= =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========

See Notes to Financial Statements

NORTHERN EXPLORATIONS, LTD.
(An Exploration Stage Company)
Notes To Financial Statements
March 31, 2010
(Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

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 Standards 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.

These financial statements have been prepared on a going concern basis. 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 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 (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.

b) Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. 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.

c) Financial Instruments

The Company adopted ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, which
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. The Company adopted the standard for

non-financial assets and liabilities measured at fair value on a nonrecurring
basis in the current year. The framework requires for the valuation of assets
and liabilities subject to fair value measurements using a three tiered
approach.

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

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

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

At March 31, 2010, the carrying value of the financial instruments measured
and classified within Level 1 are based on quoted prices and marked to market.
As of March 31, 2010 there are no unrealized gains or losses required to be
recorded as related to these investments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The non-financial assets and liabilities are recognized at fair value subsequent
to initial recognition when they are deemed to be other-than-temporarily
impaired. There were no non-financial assets and liabilities measured at fair
value on a nonrecurring basis for the fiscal year ended March 31, 2010.

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 a plan of action based on the then known facts.

e) 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.

f) 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.

g) Comprehensive Loss

ASC 220, COMPREHENSIVE INCOME, establishes standards for the reporting and
display of comprehensive loss and its components in the financial statements. As
of March 31, 2010, 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.

j) Subsequent Events

In accordance with ASC 855, SUBSEQUENT EVENTS, the Company has evaluated
subsequent events through July 13, 2010, the date of issuance of the audited
financial statements. During this period, the Company did not have any material
recognizable subsequent events.

NOTE 3. GOING CONCERN

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. This means, in the auditor's opinion, substantial doubt about
our ability to continue as a going concern exists at the date of their opinion.

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

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

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

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

NOTE 5. SHARE CAPITAL

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 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 March 31, 2010, there were no outstanding stock options or warrants.

NOTE 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 $ 375,337
Effective tax rate 34%
---------
Deferred tax asset $ 127,615
Valuation allowance (127,615)
---------

Net 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.

NOTE 7. FOREIGN CURRENCY TRANSLATION

Functional currency for the Company is in US dollars. the Company will
continue to issue financial statements in its established functional currency
unless significant changes in economic facts and circumstances indicate clearly
that the functional currency has changed.

NOTE 8. RELATED PARTY TRANSACTIONS

Two shareholders (related parties) during the periods presented, advanced the
Company $284,705 in cash payments. The loans are unsecured and interest free
with no specific repayment terms.

NOTE 9. CONSULTING AGREEMENTS AND SERVICES

On February 5, 2009 the Company entered into a consulting agreement with Capital
Consulting, Inc., ("CCI") a corporation of which the Company's former President
and Chief Executive officer, Mr. Schaftlien, to provide specific financial
consulting services to the Company. In consideration for these services the
Company agreed to pay CCI compensation of $10,000 per month beginning February
2009 through July 2009 and $15,000 per month August 2009 through January 2010.
Mr. Schaftlein resigned from his position as President, Chief Executive Officer
and Chairman of the Board of Directors of the Company on August 24, 2009 thereby
terminating CCI's agreement. The Company paid $10,000 to CCI for services
performed and accrued $60,000 for amounts due under the agreement. The Company
pursuant to a mutual and general release agreement, by and between the parties,
was relieved of any further payments or liability to CCI and Mr. Schaftlein
prior to the fiscal year ended March 31, 2010.

On June 30, 2009, the Company entered into a consulting agreement with S. W.
Hatfield, CPA to provide financial consulting and managerial support services to
the Company. Mr. Scott Hatfield, S. W. Hatfield, CPA's principal, had been
designated as the Company's Chief Financial Officer in accordance with this
agreement. In consideration for the services the Company agreed to pay S. W.
Hatfield, CPA compensation of $3,000 per month beginning July 1, 2009 for a term
of 12 months. Mr. Hatfield resigned from his position as Chief Financial Officer
of the Company on August 24, 2009 thereby terminating his agreement. The Company
paid $3,000 to S. W. Hatfield, CPA for services performed and accrued $6,000 for
amounts due under the agreement. The Company pursuant to a mutual and general
release agreement, by and between the parties, was relieved of any further
payments or liability to S. W. Hatfield, CPA and Mr. Hatfield prior to the
fiscal year ended March 31, 2010.

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

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

Pursuant to this agreement, the Company paid Mr. Hodges $75,000 cash, payable in
full non-refundable and deemed earned upon execution of the agreement.

On September 14, 2009 the Company entered into a professional services agreement
with Pacific Crest Equity Partners, Inc. ("PCEP") a corporation of which the
Company's Interim Chief Executive Officer and Chief Financial Officer is
solely owned by Mr. Yonika. PCEP performs professional services for the Company
under a consulting agreement whereby PCEP is to receive payment of $200 per hour
for Mr. Yonika's service in cash or a combination of cash and equity based on a
formula that is determined in that agreement. As of March 31, 2010 the Company
is obligated to PCEP in the amount of $19,000. If the Company is unable to pay
the amount in cash and pays instead in equity then based upon the formula PCEP
shall receive shares of common stock of the Company based on the variable
weighted average price ("VWAP") of the Company's common stock for the 20 trading
days prior to the issuance of the common stock, or a set VWAP that the
Company and PCEP mutually determine. The Company has not made any payments to
PCEP for its professional services as of the date of these financial statements.

The Company during the fiscal year ended March 31, 2010 paid $20,000 to two web
design companies for their work relative to our website, $75,000 to Mr. Daniel
Hodges for consulting services, $10,000 to Mr. Peter Jeschke for his services,
and $15,737 to Mr. David Naylor for his services.

The Company during the fiscal year ended March 31, 2009 paid $3,500 to a web
design company for their work relative to our website, $11,800 to Mr. Robert
McIntosh for consulting services, and $12,000 to Mr. David Naylor for his
services.

The Company pursuant to a to a mutual and general release agreement, by and
between the parties, was relieved of any further payments or liability to
Mr. McIntosh and Mr. Naylor prior to the fiscal year ended March 31, 2010.

NOTE 10. SUBSEQUENT EVENT

In accordance with ASC 855, Subsequent Events, the Company has evaluated
subsequent events through July 14, 2010, the date of issuance of the audited
financial statements. During this period, the Company did not have any material
recognizable subsequent events, except the below.

The Company's two related party shareholders (Note 8 - Related Party
Transactions) who advanced the Company in excess of $280,000 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, nor the intent of
the non-U.S. citizen on a demand for repayment from the Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our principal independent registered public accounting firm is Chang G. Park,
CPA. In connection with the appointment of Chang G. Park, CPA as our principal
registered accounting firm, we have not consulted Chang G. Park, CPA on any
matter relating to the application of accounting principles to a specific
transaction, either completed or contemplated, or the type of audit opinion that
might be rendered on our financial statements.

The reports of Change G. Park CPA on our financial statements for each of the
fiscal years ended March 31, 2010 and 2009 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified as to uncertainty, audit scope or
accounting principles, other than to state that there is substantial doubt as to
our ability to continue as a going concern. During our fiscal years ended March
31, 2010 and 2009, there were no disagreements between us and Chang G. Park,
CPA, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Chang G. Park, CPA, would have
caused Chang G. Park CPA to make reference thereto in their reports on our
audited financial statements.

ITEM 9A(T). CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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.

PRIOR YEARS EVALUATION

An evaluation was conducted under the supervision and with the participation of
former management, including Richard Novis, our President/Chief Executive
Officer until August 18, 2008, Donald Cameron as our President/Chief Executive
Officer from August 18, 2008 through November 17, 2008, Ralph Claussner, our
President/Chief Executive Officer from November 17, 2008 through February 11,
2010, and Mark Schaftlein, our current President/Chief Executive Officer, and
David Naylor, our Chief Financial Officer on the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2009.
Based on that evaluation, Messrs. Novis, Cameron, Claussner, Schaftlein and
Naylor 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 March 31, 2009 due to lack of audit committee.
Such officers also confirmed that there was no change in our internal control
over financial reporting during fiscal year ended March 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. 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.

CURRENT YEARS EVALUATION

Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, also conducted an evaluation of our internal control over
financial reporting to determine whether any change occurred during the first
quarter of 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. Based on that
evaluation, our management concluded that the improvements described below were
the only such changes during the quarter. As of the end of the period covered by
this Annual Report, no deficiencies were identified in our internal controls
over financial reporting which constitute a "material weakness."

REMEDIATION PLAN FOR PREVIOUSLY IDENTIFIED MATERIAL WEAKNESSES

During the process of preparing our Annual Report on Form 10-K for the year
ended March 31, 2009, our management identified the following material weakness
as of March 31, 2009. During the quarter ended June 30, 2009, a press release,
unknown to prior management and unapproved by prior management, was distributed
to the general public without the filing of a Current Report on Form 8-K or
without compliance with various fact checking protocols. Corrective action was
taken by prior management through the filing of a Current Report on Form 8-K on
July 29, 2009. There were no other significant changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in our
internal controls over financial reporting that occurred during the quarter
ended June 30, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

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

Other than as described hereinabove, there has been no change in the Company's
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

This Annual Report does not include an attestation report of the Company's
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 permit us to provide only management's
report in this Annual Report.

CHANGES IN INTERNAL CONTROLS

No changes in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal

quarter ended March 31, 2010; however, we do not currently have an audit
committee and management recognizes this as a material weakness which may affect
our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

CHANGES IN CONTROL

The Company has been informed that Shares held of record by Med Ventures Limited
and Braemer Limited, both trusts organized under the laws of Bermuda of which
both Richard Novis and David Naylor, former officers and directors of the
Company, are beneficiaries, have been acquired in a private transaction and are
now held by two individuals as disclosed in Part III of this Annual Report.

Guy Peckham acquired the equity interest from the two entities above in
settlement of private obligations owed to him. Mr. Peckham subsequently
transferred half of the acquired equity interest to Steve Lanham for $26,000 in
cash in a private transaction.

Mr. Peckham also received assignment of debt owed by the Company for cash
advanced by two shareholders (related parties) in the amount of $284,705. The
loans are unsecured and interest free with no specific repayment terms required
of the Company.

Mr. Lanham has agreed to act as an interim Director of the Company as disclosed
in this Annual Report.

APPOINTMENT OF INTERIM DIRECTOR

The Company has appointed Mr. Lanham as interim Director effective July 12,
2010. Mr. Lanham as of July 12, 2010 acquired a 27% interest in the Company for
$26,000 pursuant to a private transaction between he and that individual.

See Part III of this Annual Report.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.

Our directors and executive officers, their ages, positions held are as follows:

Name Age Position Held
---- --- -------------

Kenneth Yonika, CPA 47 Interim Chief Executive Officer, Chief Financial
Officer

Steve Lanham 48 Interim Director (effective July 12, 2010)

BUSINESS EXPERIENCE

The following is a brief account of the business experience of each director,
executive officer and key employee who held such position during the fiscal
year ended March 31, 2010, indicating each person's principal occupation,
and the name and principal business of the organization by which he or she
was employed, and including other directorships held in other reporting
companies.

KENNETH YONIKA, CPA. Mr. Yonika has served as the Company's Interim Chief
Executive and Chief Financial Officer since the resignation of both Mr.
Schaftlein and Mr. Hatfield. Mr. Yonika provides his services as a financial
expert in the public markets to several companies. Within the past five years
Mr. Yonika has served or serves in the following capacities. Mr. Yonika
currently serves as the Chief Financial Officer of WHY USA Financial Group, Inc.
which trades under the symbol WUFG. Mr. Yonika was formerly the Chief Financial
Officer, Secretary, and Treasurer of Tulip BioMed, Inc. which trades under the
symbol TPBM. Mr. Yonika acts as an advisor (non-officer role) with several other
publicly held companies, NASDAQ and OTC:BB. In addition to his role as a
consultant Mr. Yonika sits on several privately held company Board of Directors.
Mr. Yonika was a former Big Eight certified public accountant with over 20 years
of public company experience, including three initial public offerings ("IPO")
which occurred during 1996 through 1999.

STEVE LANHAM, Mr. Lanham has served as the Company's independent and sole
director of the Company since July 12, 2010. Mr. Lanham is employed by the
Boeing Company. Mr. Lanham has held various engineering and engineering
management functions with the Boeing Company since 1987. Mr. Lanham graduated
from California State University, Fresno, with a Bachelors of Science in
Industrial Technology in 1987. Mr. Lanham's concentration has been in the
electronics and electricity field.

COMMITTEES OF THE BOARD OF DIRECTORS

As of the date of this Annual Report, we have not established an audit
committee, compensation committee or a nominating committee. However, We intend
to establish such committees and adopt and authorize certain corporate
governance policies and documentation as reasonably possible with the addition
of new members to our Board of Directors.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended March 31, 2010.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive
Officer and those executive officers that earned in excess of $100,000 during
the fiscal years ended March 31, 2010, 2009 and 2008 (collectively, the "Named
Executive Officers"):

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)(1)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Kenneth Yonika 2010 -0- -0- -0- -0- -0- -0- -0- -0-
President and
CEO and CFO

----------
(1) The amounts presented in this table represents the actual compensation paid
to the named executive officers by the Company and does not reflect amounts
that are due and owing to the named executive officers.

GRANTS OF PLAN-BASED AWARDS TABLE

None of our named executive officers received any grants of stock, option
awards or other plan-based awards during the fiscal years ended March 31,
2010, 2009 and 2008, respectively. The Company has no activity with respect
to these awards.

OPTIONS EXCERCISED AND STOCK VESTED TABLE

None of our named executive officers exercised any stock options, and no
restricted stock units held by our named executive officers vested, during
the fiscal years ended March 31, 2010, 2009 and 2008, respectively. The
Company has no activity with respect to these awards.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

None of our named executive officers had any outstanding stock or option
awards, as of March 31, 2010, 2009 and 2008, respectively that would be
compensatory to the officer. The Company has not issued any awards to its
named executive officers. The Company and its Board of Directors may grant
awards as it sees fit to its employees as well as key consultants.

EMPLOYMENT AND CONSULTING AGREEMENTS

For the period covered by this Annual Report, we entered into the following
Consulting Agreements. See "Item 13. Certain Relationships and Related
Transactions and Director Independence."

INTERIM CHIEF EXECUTIVE/FINANCIAL OFFICER

On September 14, 2009 the Company entered into a professional services agreement
with Pacific Crest Equity Partners, Inc. ("PCEP") a corporation of which the
Company's Interim Chief Executive Officer and Chief Financial Officer is
solely owned by Mr. Yonika. PCEP performs professional services for the Company
under a consulting agreement whereby PCEP is to receive payment of $200 per hour
for Mr. Yonika's service in cash or a combination of cash and equity based on a
formula that is determined in that agreement. If the Company is unable to pay
the amount in cash and pays only in equity; then based upon the formula PCEP
shall receive shares of common stock of the Company based on the variable
weighted average price ("VWAP") of the Company's publicly-traded common stock

for the preceding 20 trading days, prior to the issuance of the common stock,
or a VWAP that the Company and PCEP mutually determine at such time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report, there are 99,720,000 shares of common stock issued
and outstanding.

Name and Address Amount and Nature of Percentage of
of Beneficial Owner(1) Beneficial Ownership(1) Beneficial Ownership
---------------------- ----------------------- --------------------

Kenneth Yonika, CPA (2) 0 *%
4616 Florida Street, Suite 190
San Diego, California 92116

10% OR GREATER SHAREHOLDERS:

Guy Peckham (3) 27,000,000 27.08%
Suite 1104, 699 Jiazhou Road
Shanghai, China 200041

Steve Lanham (4) 27,000,000 27.08%
28652 Oso Parkway, Suite D
Rancho Santa Margarita, California 92688

All executive officers and directors 27,000,000 27.08%
as a group (1 person)

----------
* Less than one percent.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Annual Report, there
are 99,720,000 shares issued and outstanding.

(2) Mr. Yonika through Pacific Crest Equity Partners, Inc. ("PCEP) performs
professional services for the Company under a consulting agreement whereby
PCEP is to receive $200 per hour for Mr. Yonika's professional time. The
payment made be made in cash or a combination of cash and equity based on a
formula that has been determined in that agreement. As of the date of this
Annual Report the Company is obligated to pay PCEP in the amount of $27,600
if paid only in cash. If the Company is unable to pay this amount in cash
and therefore pays only in equity of the Company (i.e. common stock), based
upon the formula determined in the agreement PCEP would be entitled to
receive shares of common stock (restricted) of the Company based on the
variable weighted average price ("VWAP") of the Company's common stock for
the 20 trading days prior to the issuance of the common stock, or a set
VWAP that the Company and PCEP mutually determine. Based on the formula for
payment entirely in equity (no cash payment) and the Company's current VWAP
of $0.005 per share, PCEP may receive 22,080,000 shares of common stock as
payment in full for the professional services rendered to date.
(3) Mr. Peckham acquired his equity interest through a private transaction (see
ITEM 9B. - Other Information - Change in Control).
(4) Mr. Lanham acquired his equity interest through a private transaction (see
ITEM 9B. - Other Information - Change in Control)

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

As of the date of this Annual Report, other than as disclosed below, none of our
directors, officers or principal stockholders, nor any associate or affiliate of
the foregoing, have any interest, direct or indirect, in any transaction or in
any proposed transactions, which has materially affected or will materially
affect us during the fiscal year ended March 31, 2010.

EMPLOYMENT ARRANGEMENTS

As of the date of this Annual Report, we have no employment arrangements as we
have no employees or individuals that are defined as employees in their
respective capacities.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the fiscal year ended March 31, 2010, we incurred approximately $10,500
in fees to our principal independent accountant for professional services
rendered in connection with the audit of our financial statements for the fiscal
year ended March 31, 2010 and for the review of our financial statements for the
quarters ended June 30, 2009, September 30, 2009 and December 31, 2009.

During the fiscal year ended March 31, 2009, we incurred approximately $10,000
in fees to our principal independent accountants for professional services
rendered in connection with the audit of our financial statements for the fiscal
year ended March 31, 2009 and for the review of our financial statements for the
quarters ended June 30, 2008, September 30, 2008 and December 31, 2008.

During the fiscal year ended March 31, 2010, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Annual Report.

Exhibit No. Document
----------- --------

3.1 Articles of Incorporation (1)

3.2 Bylaws (1)

31.1 Certification of Principal Executive Officer Pursuant to Rule
13a-14(a) and 15d-14(a) of the Securities Exchange Act.

31.2 Certification of Principal Financial Officer Pursuant to Rule
13a-14(a) and 15d-14(a) of the Securities Exchange Act.

32.1 Certification of Principal Executive Officer Under Section 1350 as
Adopted Pursuant to Section 906 of the Securities Exchange Act.

32.2 Certification of Principal Financial Officer Under Section 1350 as
Adopted Pursuant to Section 906 of the Securities Exchange Act.

----------
(1) Incorporated by reference from Form SB-2 filed with the Securities and
Exchange Commission on May 19, 2005.

SIGNATURES

Pursuant to 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: July 14, 2010 By: /s/ KENNETH YONIKA
--------------------------------------
Kenneth J. Yonika, President/Chief
Executive Officer, Principal Financial
and Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Dated: July 14, 2010 By: /s/ KENNETH YONIKA
--------------------------------------
Kenneth J. Yonika, President/Chief
Executive Officer, Principal Financial
and Principal Executive Officer

Dated: July 14, 2010 By: /s/ STEVE LANHAM
--------------------------------------
Steve Lanham
Director

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