UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
NORTHERN EXPLORATIONS LTD.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NORTHERN EXPLORATIONS LTD.
Nevada 333-125068 26-3633813
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258
(Address of principal executive offices) (Zip Code)
(480) 346-1535
Registrant's telephone number, including area code
NORTHERN EXPLORATIONS LTD.
INFORMATION STATEMENT
DATED APRIL 9, 2009
GENERAL
This Information Statement is being circulstaed to the shareholders of Northern
Explorations Ltd., a Nevada corporation (the "Corporation" in connection with
the taking corporate action without a meeting upon the written consent (the
"Written Consent") of the holders of a majority of the outstanding shares of the
Corporation's $0.001 par value common stock (the "Common Stock"). The name of
the shareholder who signed the Written Consent and his respective equity
ownership of the Corporation is as follows: (i) Braemar Limited holding of
record 9,000,000 shares of Common Stock (27.08%); and (ii) Med Ventures Limited
holding of record 9,000,000 shares of Common Stock (27.08%).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUIRED NOT TO SEND US A PROXY.
As more completely described below, the matters upon which action was taken was
to approve a proposed amendment (the "Amendment") to the Corporation's Articles
of Incorporation, as amended (the "Articles of Incorporation") to effectuate a
proposed change in the name of the Corporation (the "Name Change") to Clean Gen
Corp.
The date, time and place at which action was taken by written consent on the
matters acted upon, and at which consents were submitted, was April 9, 2009 at
8655 East Via De Ventura, Suite G200, Scottsdale, Arizona 85258.
This Information Statement is being first sent or given to security holders on
approximately April 21, 2009.
VOTING SECURITIES AND VOTE REQUIRED
On April 3, 2009, the Board of Directors authorized and approved, subject to
shareholder approval, the corporate action, which the Board of Directors deemed
to be in the best interests of the Corporation and its shareholders. The Board
of Directors further authorized the preparation and circulation of this
information statement and a shareholders' consent to the holders of a majority
of the outstanding shares of the Corporation's Common Stock.
There are currently 33,240,000 shares of the Corporation's Common Stock
outstanding, and each share of Common Stock is entitled to one vote. The Written
Consent of ten (10) or less shareholders of the Corporation holding at least
16,620,000 shares of the Common Stock issued and outstanding is necessary to
approve the matters being considered. The record date for determining
shareholders entitled to vote or give Written Consent was March 30, 2009 (the
"Record Date"). Except for the Common Stock there is no other class of voting
securities outstanding at this date.
The matter upon which action is proposed to be taken is the approval of the
Amendment to the Corporation's Articles of Incorporation to effectuate the Name
Change to Clean Gen Corp.
The cost of this Information Statement, consisting of printing, handling and
mailing of the Information Statement and related material, and the actual
expense incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding the Information Statement to the beneficial owners of the shares of
Common Stock, will be paid by the Corporation.
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
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 Postion
---- --- -------
Mark Schaftlein 51 President/Chief Executive
Officer and a Director
David Naylor 45 Secretary/Treasurer/Chief
Financial Officer and a Director
Richard Novis 58 Director
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of our
director/executive officer during at least the past five years, indicating his
principal occupation during the period, and the name and principal business of
the organization by which he was employed, and including other directorships
held in reporting companies.
MARK SCHAFTLEIN. Mr. Schaftlein has been thePresident/Chief Executive Officer
and a director of the Corporation since February 11, 2009. For the past twenty
years, Mr. Schaftlein has been involved in the consulting and financial services
business. Since July 2000, Mr. Schaftlein has been the chief executive officer
of Capital Consulting Inc., a financial consulting and advisory firm. Mr.
Schaftlein has also been a consultant with Ocean Avenue Advisors LLC, which
provided advisory services, and with IW Miller Group Inc. From approximately May
1997 until 2000, Mr. Schaftlein served as president and chief executive offcer
of Westmark Group Holdings Inc. During 2003 and 2004, Mr. Schaftlein served as a
consultant and the chief financial officer of Far East Energy Corp.
Prior to starting Capital Consulting Inc. and joining Ocean Avenu Advisors LLC,
Mr. Schaftlein spent eighteen years in financial services and mortgage banking
with Citigroup as well as serving in various executive management positions with
various publicly traded companies.
Mr. Schaftlein is a 1980 graduate of Western Kentucky University with a degree
in business administration.
DAVID N. NAYLOR. Mr. Naylor has been the Secretary/Treasurer/Chief Financial
Officer and a member of the Board of Directors of the Corporation since October
29, 2008. For the past fifteen years, Mr. Naylor has been involved in financial
management of private and public companies. Mr. Naylor has an extensive
financial background, including accounting expertise, and an analytical ability
to improve management practices. From approximately October 2003 to current
date, Mr. Naylor was the chief financial officer of Silver Star Energy, which is
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a company that progressed from a start-up to a producing oil and gas company.
From approximately September 2002 to October 2003, Mr. Naylor was a commodity
tax auditor with the British Columbia Ministry of Provincial Revenue. Prior to
2002, Mr. Naylor was employed for over ten years by a large media publishing
company. Mr. Naylor is a Certified Manadement Accountant with over twenty years
experience. Mr Naylor graduated from the British Columbia Institute of
Technology.
RICHARD NOVIS has been a director of the Corporation since incorporation on
November 17, 2004. Mr. Novis was previously our President/Chief Executive
Officer/Secretary/Chief Financial Officer. Mr. Novis is a graduate of the
Burnaby based British Columbia Institute of Technology where he earned a diploma
in financial administration. He also completed additional courses in economics,
marketing and human resources at the University of British Columbia in Vancouver
and Simon Fraser University in Burnaby. From 1999 to present, Mr. Novis has
acted as manager of 416398 B.C. Ltd dba Micro Cap et al, a private Vancouver,
British Columbia based business involved in providing marketing, promotion and
investor relations services to private and reporting companies. These services
involve preparing promotional and investor relations materials, introducing
clients to potential underwriters and financiers, and communicating with
investment dealers, advisers and shareholders to increase awareness of and
interest in the client companies. From July 2004 to present, he has also acted
as president, secretary, treasurer and a director of International Oil & Gas
Inc., a United States company involved in oil and gas exploration.
Mr. Novis does not have any professional training or technical credentials in
the exploration, development and operation of mines.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
As of the date of this Information Statement, the following table sets forth
certain information with respect to the beneficial ownership of shares of Common
stock of the Corporation by each stockholder known by the Corporation to be the
beneficial owner of more than 5% of the Corporation's shares of Common Stock and
by each of the Corporation's 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 Information Statement, there are 33,240,000 shares of Common Stock
issued and outstanding.
Amount and Percentage
Name and Address Nature of Beneficial of Beneficial
of Beneficial Owner(1) Ownership(1) Ownership
---------------------- ------------ ---------
DIRECTORS AND OFFICERS:
David Naylor 0 0%
8655 East Via De Ventura, Suite G200
Sctossdale, Arizona 85258
Mark Schaflein 0 0%
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258
Richard Novis 0 0
8655 East Via De Ventura, Suite G200
Scottsdale, Arizona 85258
All executive officers and directors
as a group (3 persons) 0 0%
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Amount and Percentage
Name and Address Nature of Beneficial of Beneficial
of Beneficial Owner(1) Ownership(1) Ownership
---------------------- ------------ ---------
10% OR GREATER BENEFICIAL OWNERS
Med Ventures Limited 9,000,000 27.08%
c/o St. Georges Trust
27 Reid Street
Hamilton, Bermuda HM 11
Braemar Limited 9,000,000 27.08%
c/o St. Georges Trust
27 Reid Street
Hamilton, Bermuda HM 11
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 Information Statement. As of the date of this Information
Statement, there are 5,540,000 shares issued and outstanding.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the Corporation's
President/Chief Executive Officer during fiscal years ended March 31, 2008,
March 31, 2007 and March 31, 2006 (the "Named Executive Officer"):
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($)(1) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)(2)
-------- ---- ------------ -------- --------- --------- --------------- ----------- --------------- -----------
Richard 2006 0 0 0 0 0 0 0 0
Novis, Prior 2007 0 0 0 0 0 0 0 0
President/ 2008 0 0 0 0 0 0 0 0
CEO/CFO
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STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MARCH 31, 2008
The following table sets forth information as at March 31, 2008 relating to no
grant of options to the Named Executive Officers:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
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Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
- ---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Richard 0 0 0 0 0 0 0 0 0
Novis,
Prior
President/
CEO/CFO
The following table sets forth information relating to compensation paid to our
director during fiscal year ended March 31, 2008 and March 31, 2007:
DIRECTOR COMPENSATION TABLE
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Richard Novis
2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
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EMPLOYMENT AND CONSULTING AGREEMENTS
As of the date of this Information Statement, there is a contractual agreement
with Mr. Schaftlein. There is no contractual agreement with neither Mr. Novis
nor Mr. Naylor.
FINANCIAL CONSULTANT AGREEMENT
Effective February 13, 2009, the Board of Directors of the Corporation approved
and authorized the execution of a one-year financial consultant agreement (the
"Financial Consultant Agreement") with Capital Consulting Inc., a corporation of
which Mr. Schaftlein is the sole officer, director and shareholder ("CCI"). In
accordance with the terms and provisions of the Financial Consultant Agreement:
(i) Mr. Schaftlein through CCI shall perform any such services as required in
his executive capacity as the President/Chief Executive Officer of the
Corporation including, but not limited to: (a) completing an analysis of the
business and industry together with a comprehensive background report
summarizing the Corporation's financial profile, (b) work with the Corporation
to secure additional equity participants or merger and acquisition candidates to
increase business, and (c) seek additional business relationships beneficial to
the Corporation; and (ii) the Corporation shall pay to Mr. Schaftlein through
CCI the monthly sum of $10,000 from February 2009 through July 2009 and the
monthly sum of $15,000 from August 2009 through January 2010.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act 1934, as amended, requires the
Corporation's directors and officers, and the persons who beneficially own more
than ten percent of the Corporation's shares of 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 the Corporation
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by the Corporation and on the representations of the reporting
persons, the Corporation believes that these persons have complied with all
applicable filing requirements during the fiscal year ended March 31, 2008.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
With the exception of the current directors of the Corporation, and as of the
date of this Information Statement, there are no persons identified by
management of the Corporation who have an interest in the matters to be acted
upon nor who are in opposition to the matters to be acted upon.
As of the date of this Information Statement there are no persons who have been
a director or officer of the Corporation since the beginning of the last fiscal
year, or are currently a director or officer of the Corporation, that oppose any
action to be taken by the Corporation.
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO EFFECTUATE A CHANGE IN NAME OF THE COMPANY
AMENDMENT TO ARTICLES AND NAME CHANGE
In accordance with the decision by the Board of Directors of the Corporation to
effectuate a change in the nature of the Corporation's business operations, the
Board of Directors has determined at this time that it may be in the best
interests of the Corporation and its Shareholders to seek approval for a Name
Change of the Corporation, and corresponding Amendment to the Articles of the
Corporation, to "Clean Gen Corp.".
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The objective of the proposed change in corporate name of the Corporation is
deemed necessary to more accurately reflect the proposed business activities of
the Corporation in its name. The Corporation believes that a name change will
better communicate to the public the Corporation's proposed and future nature of
business operations.
The Board of Directors approved a resolution on March 30, 2009 to amend the
Corporation's Articles of Incorporation in accordance with the Name Change,
subject to Shareholder approval pursuant to Written Consent. By approving this
proposal, the Shareholders will authorize the Board of Directors to amend the
Corporation's Articles of Incorporation to "Clean Gen Corp.", attached as
Exhibit A hereto. The amendment presently embodies Article First changing the
text to:
"The name of the corporation is Clean Gen Corp."
After any Name Change it is anticipated that the Corporation's trading symbol
for the OTC Bulletin Board will be changed from "NORX". Management expects
formal implementation of the proposed Name Change with the Nevada Secretary of
State to be completed as soon as practicable after the effective date of the
approval by the Shareholders pursuant to Written Consent and the corresponding
decision by the Board of Directors of the Company to effectuate any such Name
Change.
BOARD APPROVAL
Based upon review of a wide variety of factors considered in connection with its
evaluation of the Name Change, the Board of Directors of the Corporation
believes that it would be in the best interests of the Corporation and its
shareholders to effectuate the Name Change. The Board of Directors recommends
approval of the Name Change to "Clean Gen Corp."
PROPOSALS BY SECURITY HOLDERS
The Board of Directors does not know of any matters that are to be presented to
the Shareholders for their approval and consent pursuant to the Written Consent
of Shareholders other than those referred to in this Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
One Information Statement will be delivered to multiple Shareholders sharing an
address unless the Corporation receives contrary instructions from one or more
of the Shareholders. Upon receipt of such notice, the Corporation will undertake
to deliver promptly a separate copy of the Information Statement to the
Shareholder at a shared address to which a single copy of the documents was
delivered and provide instructions as to how the Shareholder can notify the
Corporation that the Shareholder wishes to receive a separate copy of an
Information Statement. In the event a Shareholder desires to provide such notice
to the Corporation, such notice may be given verbally by telephoning the
Corporation's offices at (480) 346-1535 or by mail to 8655 East Via De Ventura,
Suite G200, Scottsdale, Arizona 85258, Attention: President.
By Order of the Board of Directors
Mark Schaftlein, President/Chief Execuive Officer
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