UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
                Annual report pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934, as amended
                  For the fiscal year ended December 31, 2002

                                    000-49864
                             Commission File Number

                            Explorations Group, Inc.
               (Name of Small Business Registrant in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   65-1089222
                     (I.R.S. Employer Identification Number)

               2500 North Military Trail, Suite 225-D; Boca Raton,
                  Florida 33431 (Address of principal executive
                           offices including zip code)

                 (561) 998-2032 (Registrant's telephone number)

                 Not Applicable (Former address of our Company)

           Securities registered under Section 12(b) of the Act: None

    Title of each class: None Name of each exchange on which registered: None

       Securities Registered under Section 12(g) of the Act: Common Stock,
                        $0.01 par value (Title of Class)

     Check whether the Registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934, as amended,  during
the past  twelve  months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports,  and  (2)  has  been  subject  to such  filing
requirements  for the past 90 days:  All reports prior to report date  (December
31, 2002) have been filed. Yes [X] 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 the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated  by  reference,  in Part III of this  Form
10-KSB or any amendment to this Form 10-KSB: [X]

     State Registrant's revenues for its most recent fiscal year: $ 128,283 (for
year ended December 31, 2002)

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $0 based on a last transaction  price of $0 as of December 31, 2002, there
being  606,944  shares of common  stock  held by persons  other  than  officers,
directors or control persons of the Registrant on such date.

     State the number of shares outstanding of each of the Registrant's  classes
of equity, as of the latest practicable date:  2,100,136 shares of common stock,
as of March 31, 2003.




<PAGE>



                             Available Information.

     The public may read and copy any  materials  filed by  Explorations  Group,
Inc.  ("our   Company")  with  the  Securities  and  Exchange   Commission  (the
"Commission")  at the  Commission's  Public  Reference Room at 450 Fifth Street,
Northwest,  Washington,  D.C.  20549.  The public may obtain  information on the
operation  of  the  Public   Reference   Room  by  calling  the   Commission  at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information  statements,  and other information  regarding our Company
and other  issuers  that file reports  electronically  with the  Commission,  at
http://www.sec.gov.

                 Caveat Pertaining to Forward Looking Statements

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  affected,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect our Company is detailed from time to time in our Company's  reports
filed with the  Commission.  This  report  contains  forward-looking  statements
relating to our  Company's  current  expectations  and  beliefs.  These  include
statements   concerning   operations,   performance,   financial  condition  and
anticipated  growth.  For this purpose,  any  statements  contained in this Form
10-KSB  that  are  not  statements  of  historical   fact  are   forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate",
or  "continue",  or the  negative  or  other  variation  thereof  or  comparable
terminology,   are  intended  to  identify  forward-looking  statements.   These
statements by their nature involve  substantial risks and uncertainties that are
beyond our Company's control. Should one or more of these risks or uncertainties
materialize  or should our Company's  underlying  assumptions  prove  incorrect,
actual outcomes and results could differ  materially from those indicated in the
forward-looking statements.


<PAGE>

                                Table of Contents

Part              Item              Page
Number            Number            Number           Caption

I                 1                 3                Description of Business
                  2                 9                Description of Property
                  3                 9                Legal Proceedings
                  4                 10                Submission of Matters to a
                                                     Vote of Security Holders
II                5                 10               Market for Common Equity
                                                     and Related Stockholder
                                                     Matters
                  6                 12               Management's Discussion and
                                                     Analysis or Plan of
                                                     Operation
                  7                 24               Financial Statements
                  8                 37               Changes In and Disagreement
                                                     With Accountants on
                                                     Accounting and Financial
                                                     Disclosure
III               9                 37               Directors, Executive
                                                     Officers, Promoters and
                                                     Control Persons;
                                                     Compliance With Section 1
                                                     6(a) of the Exchange Act
                  10                40               Executive Compensation
                  11                43               Security Ownership of
                                                     Certain Beneficial Owners
                                                     and Management and Related
                                                     Stockholder Matters
                  12                45               Certain Relationships and
                                                     Related Transactions
                  13                46               Exhibits and Reports on
                                                     Form 8-K
                  14                48               Controls & Procedures

Signatures                         48

Certifications                      50

Additional Information              52

Exhibits                            53

                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS

Business Development During the Last Three Years

     Explorations Group, Inc. (the "Company") is a Delaware corporation with one
operating  subsidiary,  Pop Starz,  Inc., a Florida  corporation ("Pop Starz" or
"our operating subsidiary").

     The Company was incorporated on February 12, 2001, to operate as a Delaware
holding  company  with a  Florida  subsidiary.  On that  same  date,  all of the
securities  of   Explorations  of  Boca  Raton,   Inc.  a  Florida   corporation
("Explorations"), became, without required exchange, identical securities in the
Company pursuant to a reorganization,  and Explorations'  board of directors and
stockholders  changed its name to Explorations  Entertainment & Education,  Inc.
("Explorations  Entertainment")  to more  accurately  reflect  the change of its
intended activities. During 2001, Explorations Entertainment pursued discussions
with  several  companies to develop  programs in  children's  entertainment  and
education,  but none of those discussions resulted in a definitive  transaction.
Because of its experience in these areas, Explorations Entertainment also sought
to  develop  capabilities  to provide  consulting  services  to other  companies
interested  in  developing   programs  in  these  areas.  When  an  Explorations
Entertainment  licensee in New Jersey closed,  whose operations were material to
the proposed  consulting  activities,  the proposed  consulting  enterprise  was
abandoned.

     In  February  2002,  Explorations  Entertainment  decided  to  pursue a new
direction and its name was changed to Pop Starz,  whose current  activities  are
described more fully below ("The Company's Current Business"). The



                                     Page 3

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Company's and Pop Starz' principal executive offices are located at 2500 North
Military Trail, Suite 225-D; Boca Raton, Florida 33431.

     The  Company  has not been  involved  in any  bankruptcy,  receivership  or
similar proceeding.

The Company's Current Business

     Through our operating  subsidiary Pop Starz,  the Company is engaged in the
business  of  operating   high  energy   dance   training   centers,   currently
concentrating  on the  musical  genre  popularly  referred  to as "Hip Hop." Pop
Starz'  ultimate  goal is the  development  and  operation  of dance and  talent
development   programs  (dance,   acting  and  voice)  throughout   Florida  and
nationally, combining the functions of traditional dance and exercise facilities
with  training  in  modeling,   drama  and  voice  development,   and  providing
participants  of all ages with an opportunity  to  participate  in  professional
entertainment opportunities.

     Pop  Starz'  current  operations  are in the  development  stage and follow
approximately seven years of operations by its predecessors and their affiliates
involving large children's  entertainment  and physical fitness centers,  one of
which  was owned by our  operating  subsidiary  and  operated  by the  Company's
president in Palm Beach County, Florida, and others that were owned and operated
by third parties under licenses or franchises from our operating subsidiary.

     Pop Starz'  current  operations  do not rely on fixed centers or personnel;
rather, facilities are rented on an hourly basis, as required, and personnel are
engaged to teach classes,  on an hourly basis, as required.  Management believes
that such  arrangements  provide Pop Starz with the  flexibility to maximize the
quality and diversity of the services  offered  while  keeping  costs  carefully
contained.

         Facilities

     Classes  are  offered in the aerobic  workout  rooms of 14 existing  health
clubs,  rented  by Pop  Starz  on an  hourly  basis.  Pop  Starz  currently  has
arrangements  with Bally Total  Fitness  ("Bally's")  for use of  facilities  at
designated health clubs in Dade, Broward and Palm Beach counties in Florida, and
with  Zone  Fitness  in Coral  Gables,  Florida,  and the Grid  Iron in  Weston,
Florida. Generally, facility use is on an hourly basis at up to $50 per hour and
no competing events may be held at facilities used by Pop Starz. The arrangement
Pop Starz has with these facility  providers is solely for the use of space. Pop
Starz is permitted,  however,  to place promotional flyers within each facility.
Participants also enroll in the classes as a result of Pop Starz' advertisements
in local newspapers and on radio as well as through word of mouth from satisfied
class participants and their parents.


         Pop Starz' Classes

     Pop Starz'  offers a variety of classes  currently  focusing  on "Hip Hop."
There are six separate,  eight-week  class sessions per year. Class times depend
on the  availability  of  aerobics  rooms at each  location  where  classes  are
offered. Classes are currently being offered at 14 locations in South Florida in
Dade, Broward and Palm Beach counties.

     Pop Starz started its first classes on May 20, 2002.  Pop Starz offices are
closed and no classes were  scheduled  during the following  holidays:  Memorial
Day, May 27, 2002;  Independence Day, July 4, 2002; Thanksgiving Break, November
28 and 29, 2002; Winter Holiday Break, December 24, 2002 thru January 1, 2003.

     Classes are divided into three groups, based on goals: (1) recreational and
exercise  classes;  (2)  performance  level classes;  and (3) production  troupe
classes.  Classes are  further  subdivided  in each group by age and  experience
levels.

     (1)  Recreational  and  exercise  classes  are divided  into the  following
subgroups: "Lil Pop Starz," ages three to five; "Pop Starz I" (beginners),  ages
six to nine; and "Pop Starz II" (intermediate),  ages six to twelve. Classes are
taught by pre-qualified independent contractors in the aerobic facilities of the
health clubs discussed above.  Each class is expected to include at least twenty
participants. Each participant attends two, one-hour classes per week.




                                     Page 4

<PAGE>



     (2)  Performance  level classes are divided into the  following  subgroups:
ages eight to twelve,  ages  thirteen to seventeen,  and ages  eighteen  through
adult. Classes are limited to not more than thirty participants per sixty minute
session,  with  attendance  at two  sessions  per  week  required.  Classes  are
currently  taught by Pop Starz'  instructors  in the aerobic  facilities  of the
health clubs discussed above.

     (3)  Production  troupe  classes are divided into the following  subgroups:
ages nine to thirteen,  ages  fourteen to seventeen,  and ages eighteen  through
adult. Classes are limited to not more than twenty-five  participants per ninety
minute session,  with attendance at two sessions per week required.  All classes
are held at a single central location,  currently located in South Beach, Miami.
All production troupe classes are currently taught by Tawanna Hall-Charlton, Pop
Starz' artistic director. The performance level is designed for participants who
seek to prepare for careers in dancing.

     Tuition (in addition to a $40 registration charge) is $180 per recreational
& exercise  session,  $185 per performance group session and $185 per production
troupe session.  Registration  and tuition payments are due 10 days prior to the
new session, with a $20 charge assessed for late payments. In the recreational &
exercise sessions,  a tuition discount of $30 is granted to the first additional
sibling in the same class and a tuition discount of $50 is granted to the second
additional  sibling in the same class.  All fees for Session V (May 1 - June 30)
were  pro-rated  due to  the  May  20  start  date.  Normally,  partial  session
enrollment  is not  permitted.  Due to the  number  of new  applicants  who  are
enrolling,  currently  enrolled students are given priority,  with waiting lists
established  until  there is a  sufficient  number of  children  to add  classes
(usually 10 children minimum per class required).

     The following  information  concerning  Pop Starz'  classes also  currently
appears at its website, www.popstarzinc.com:

Open  Registration  Classes - classes in which  anyone may enroll - include  the
following:

     Li'l Pop Starz(TM),  3 years - 5 years;  Pop Starz(TM) I, 6 years - 9 years
(beginners); Pop Starz(TM) II, 6 years - 12 years (intermediate);  Pop Starz(TM)
Performance Teenz, 13 years - 17 years; and Pop Starz(TM) Performance Adultz, 18
years - adult

     Class  Registration  by Invitation - this class requires  that,  because of
their age,  participants be screened for skill levels to determine if this class
is appropriate for them:

         Pop Starz(TM) Performance Kidz, 8 years - 12 years.

     Participants  Auditioned by Darrin Henson - a prerequisite to enrollment is
a successful audition with Darrin Henson:

         Pop Starz(TM) Production Troupe Kidz, 9 years - 13 years; Pop Starz(TM)
Production Troupe Teenz, 14 years - 17 years; and Pop Starz(TM) Production
Troupe Adultz, 18 years - adult.

These classes are all described more fully immediately below.

         Pop Starz(TM) Class Descriptions:

     Li'l Pop  Starz(TM),  3 years - 5  years.  Length  of  Class:  55  minutes.
Prerequisites:  None.  Class  Description:  This  beginner's  class  provides an
introduction  to Hip Hop music and  movement,  incorporating  basic  combos into
games.  Lil Pop Starz provides  children with the  fundamentals of pop dance and
performance.

     Pop Starz(TM)I, 6 years - 9 years (beginners). Length of Class: 55 minutes.
Prerequisites:  None.  Class  Description:  This  beginner's  class  is  open to
elementary students with little or no hip hop dance training. Children are given
fundamental  combos as well as basic routines to introduce the core movements of
today's pop artists.

     Pop  Starz(TM)II,  6 years - 12 years  (intermediate).  Length of Class: 55
minutes.  Prerequisites:  None. Class Description:  An intermediate level class,
Pop Starz II is a high energy  fusion of hip hop/pop dance  routines,  preparing
young starz for  performance  level  classes.  This class is  designed  both for
children  considering going into the  entertainment  field and for children just
looking for fun with learning hip hop moves.




                                     Page 5

<PAGE>


     Pop  Starz(TM)Performance  Kidz, 8 years - 12 years.  By  invitation  only.
Length of Class: 120 minutes.  Class  Description:  These classes serve as "Prep
School"  for Pop Starz  Production  Kidz.  Under  the  direction  of Pop  Starz'
instructors,  dancers work with top level choreographers and instructors, giving
the  starz a chance to shine.  Technique  is  emphasized  while  students  learn
challenging  routines.  They are offered the opportunity to perform in community
venues,  as well as local shows.  This class is a must for anyone  searching for
professional level training.

     Pop    Starz(TM)Performance    Teenz,   13   years   -   17   years.    Pop
Starz(TM)Performance  Adultz 18 years - adult.  Length of  Class:  120  minutes.
Prerequisites:   None.   Class   Description:   Although   these   classes   are
open-registration,  they do serve as training for Pop Starz Production  Troupes.
Students are also given the  opportunity  to audition  every  September  for the
Company's  Production  Troupes,  judged by Darrin  Henson,  MTV's Award  winning
choreographer.  Mr. Henson choreographed for N'Sync,  Brittany Spears,  Jennifer
Lopez  and  Jagged  Edge,  just to name a few.  He  will be  judging  all of the
Production  Troupe dancers.  This performance  level is also great for teenz and
adultz  not  interested  in   performing,   but  who  enjoy  learning  from  top
choreographers  and  instructors  in  the  industry.   Students  will  have  the
opportunity,  if they choose,  to perform in  community  venues as well as local
fairs and festivals.

     Pop  Starz(TM)  Production  Troupe Kidz, 9 years - 13 years;  Pop Starz(TM)
Production  Troupe  Teenz,  14 years - 17 years,  and Pop  Starz(TM)  Production
Troupe Adultz,  18 years - adult.  Length of Class: 120 minutes.  Prerequisites:
Auditioned by Darrin Henson. Class Description: top level super starz, Pop Starz
Production   Troupes  are  headed  by  Artistic   Director  and  South   Florida
choreography  celebrity Tawanna Hall-Charlton.  Her innovative  choreography has
gained her acclaim  through  such  venues as the  nationally  televised  Hip Hop
Source Awards,  as well as a featured spot in the Darrin  Henson's Dance Grooves
Tour.  Pop Starz  Productions,  through  its agency  affiliates,  not only tour,
audition and perform with artists,  but its also  featured in music  videos,  TV
spots and  national  commercials.  Talent  participants  are given the tools and
avenues to actually work within the industry.  Participating in castings,  shows
and celebrity events, Pop Starz Productions  cultivates and supports the careers
of up and coming starz.

Pop Starz Production Company Performances

     As  a  material   subsequent  event,  the  Pop  Starz  Production   Company
participated or is scheduled to particpiate in the following events:

<TABLE>
<S>                                 <C>                                                 <C>
Sponsor                             Event                                               Date
-------                             -----                                               -----
Special Olympics                    Special Olympics                                    March 2, 2003
Match Point                         International Tennis Championships                  March 3, 2003
Match Point                         International Tennis Championships                  March 8, 2003
Radio Disney                        Disney Event                                        March 9, 2003
Telemundo                           Callo Ocho                                          March 21, 2003
Miami Heat                          Miami Heat Half-Time Show                           March 21, 2003
Westview Country Club               Ricky Williams Celebrity Golf Tournament            March 24, 2003
Broward County Schools              MADD About Music for All                            March 25, 2003
Bocair Country Club                 Black Tie Event                                     March 31, 2003
Miami                               Miami Nationally Sponsored Event                    April  3, 2003
YMCA                                Boca Event                                          April 5, 2003
Clematis Street                     Clematis Street Event                               April 6, 2003
Y100 Radio Station                  Wing Ding                                           April 12, 2003

</TABLE>

Instructors

     Instructors  for the  recreational  and  exercise  session are  independent
contractors and are paid between $25 and $40 per class.  The instructors for the
production  troupe and performance level are who are paid up to $50 per hour. In
addition:

     Artistic Director,  Tawanna Hall-Charlton is paid $900 per week, payable in
accordance  with Pop Starz'  usual  schedule  beginning  with the 1st quarter of
2003.

     Pop Starz also retains major  choreographers  for special projects.  Darrin
Henson,  the star of Showtime's Soul Food,  MTV's  choreographer of the year and
choreographer for Brittany Spears, Jennifer Lopez, Jagged Edge, N'Sync


                                     Page 6

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and  other  top Hip Hop  groups,  conducted  a full day  workshop  for Pop Starz
students on April 20 and half a day workshop April 21, 2002, which also featured
choreographers  Antoine  Jenkins,  George  Hubela (whose  clients  include Billy
Crawford, Pink Profule and Chyanne), Chuck Maldonado (whose clients include Left
Eye, Blaque and TLC) and Tawanna Hall-Charlton, Pop Starz' artistic director and
the choreographer for the Hip Hop source awards. Similar workshops by Mr. Henson
were held on September 21 & 22, 2002,  with a planned full day workshop on April
13, 2003.  Fees paid celebrity  choreographers  are negotiated on a case by case
basis.

Status of Any Publicly Announced New Product or Service

     Except as  described  above,  the  Company has no  publicly  announced  new
products or  services.  As of the date of this  Report,  Pop Starz has three (3)
facility use agreements  covering up to 14 facilities in the Florida counties of
Dade,  Broward  and Palm  Beach,  copies of most such  agreements  were filed as
exhibits to our Company's  Form 10-SB and the remaining two agreements are being
filed as  exhibits  to this  Report.  See  "Part  III,  Items 1 and 2,  Index to
Exhibits and  Description  of  Exhibits".  Exhibit 10.9 covers the 11 facilities
with  Bally's.  Pursuant to  paragraph 5 of Exhibit  10.9  (titled  "Independent
Contractor  Agreement"),  Pop Starz pays Bally's $50 per hour of classes held in
Bally's facilities.

     Competitive  Business Conditions and the Company's  Competitive Position in
the Industry and Methods of Competition

     The Company  assumes that direct  competitors for Pop Starz' services exist
and  anticipates  that they will  increase.  As of the date of this  Report,  it
believes that Pop Starz' principal local competitors are Hip Hop Kidz, Inc., and
Street Jam,  Inc.  Indirect  competition  is intense in the form of  traditional
dance studios,  modeling agencies and aerobic classes. Pop Starz will indirectly
compete  against a wide  variety of concepts  vying for family  leisure time and
recreational  spending.  These competing  concepts encompass a broad spectrum of
child  recreational  opportunities,   including  school  programs,  after-school
athletic  programs and specialty  children's and young adults'  social  programs
(e.g., scouting, etc.).

     Pop Starz  initially  expects to concentrate  on the "Hip Hop"  performance
segment of the  children's  and young  adults'  entertainment  and  recreational
industries,  targeting  children  ages  1 to 15.  Those  industries  are  highly
fragmented and consists largely of local  individually  owned and operated dance
and aerobic studios and modeling agencies.  Pop Starz' future revenues will to a
significant  extent depend upon its ability to anticipate and respond to changes
in consumer  tastes,  government  regulations  and  technology,  and to assemble
instructional  teams  that  can  implement  responses  to such  factors  for its
participants  effectively  and on a  reliable  and  cost  efficient  basis.  The
performance of its instructional  programs may be affected by a variety of local
factors such as the location of competing facilities, labor and employee benefit
costs and the availability of experienced instructors and hourly employees.

     Many of Pop  Starz'  competitors  will  have  longer  operating  histories,
substantially greater name recognition and more extensive financial,  technical,
marketing, sales and distribution resources than Pop Starz.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

         None of the Company's proposed activities rely on raw materials.

Dependence on One or a Few Major Customers

     The Company's current  operations rely  significantly on the limited number
of its instructors and participants; however, as its marketing efforts increase,
the  Company  anticipates  that no client  will  account for more than 5% of its
income, expenditures or time.

Patents, Trademarks,  Licenses, Franchises,  Concessions,  Royalty Agreements or
Labor Contracts Including Duration

     Pop Starz has obtained a Florida trademark in the Education & Entertainment
Class 0041,  covering the name "Pop Starz" for a number of its services,  copies
of which are were filed as exhibits to our Company's Form 10-SB.  See "Part III,
Items 1 and 2, Index to Exhibits and Description of Exhibits".  The application,
dated March 7, 2002,  was filed on March 12, 2002 and was  registered for use on
March 21, 2002. This will provide protection from unauthorized use



                                     Page 7

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for a period of ten  years,  subject  to renewal  for an  additional  ten years.
Florida Trademark  Application  Number  T02000000333.  First use of the mark was
February 20, 2002. Under certain  circumstances courts may decline to enforce it
against a party infringing it that overcomes the presumptions under which it was
granted.

     Pop Starz was  approved  for a  federal  trademark  on  February  4,  2003,
covering  the name "Pop Starz" for a number of its  services in the  Education &
Entertainment International Class 041, a copy of the application was filed as an
exhibit to our  Company's  Form  10-SB.  See "Part III,  Items 1 and 2, Index to
Exhibits and Description of Exhibits".

     In  the  future,  the  Company  believes  that  it  will  probably  develop
proprietary   intellectual   property.  In  case  of  development  of  any  such
intellectual  property,  the  Company's  management  anticipates  that  it  will
promptly  file for and obtain  available  protection  under  state,  federal and
international regulatory processes and procedures; however, no assurances can be
provided  that any such  intellectual  property  will be developed by or for the
Company, or that if developed, intellectual property rights will be obtained, or
that if obtained, they will be effectively protected.

Need for Any Government Approval of Principal Products or Services.

     The Company does not believe that its anticipated  services will be subject
to any government regulation specific to such services.

Effect of Existing or Probable Governmental Regulations on the Business

     Our operating subsidiary was previously subject to regulation by the United
States Federal Trade  Commission,  the Federal  Communications  Commission,  the
Justice Department, the Department of the Interior and comparable state agencies
because  of  its  subsidiary's   franchise-related   activities.   However,  all
operations  involving such activities  have been terminated  without ever having
experienced  associated  regulatory  problems other than the costs of monitoring
and complying with existing regulations, which was expensive and time consuming.
In  addition,  our  operating  subsidiary's  management  was  required to expend
significant  resources to obtain  required  regulatory  clearance and the delays
incident  thereto  may have  deprived  our  operating  subsidiary  of  potential
opportunities.   Because  such   regulations   also  applied  to  our  operating
subsidiary's  competitors,  however, they merely tended to make all participants
in the industry less effective, rather than affecting our operating subsidiary's
competitive business posture.

     As a result of the filing of a  registration  statement on Commission  Form
10-SB,  the  Company is subject to  applicable  provisions  of federal and state
securities laws,  especially with reference to periodic reporting  requirements.
In addition,  the  operations  of the Company and its operating  subsidiary  are
subject  to  regulations   normally  incident  to  business   operations  (e.g.,
occupational   safety  and  health   acts,   workers'   compensation   statutes,
unemployment insurance  legislation,  and income tax and social security related
regulations). Other than those regulations, the Company does not anticipate that
its operations will be subjected to any special regulatory requirements.

     Our  operating  subsidiary's  former  operations  were  subject  to various
federal,  state and local laws and regulations affecting  operations,  including
those relating to the use of video and arcade games, the preparation and sale of
food and beverages and those relating to building and zoning  requirements.  The
Company is also  subject to laws  governing  its  relationship  with  employees,
including minimum wage requirements, overtime, working and safety conditions and
citizenship  requirements.  Formerly, our operating subsidiary's operations were
subject to federal and state franchise,  licensing and business opportunity sale
regulations.  Pop Starz'  operations  are expected to  eventually  involve state
regulation as a modeling and talent representation agency.

Estimate  of the  Amount  Spent  During  Each of the  Last Two  Fiscal  Years on
Research and Development  Activities,  and if Applicable the Extent to Which the
Cost of Such Activities is Borne Directly by Customers

     During the last two years,  the Company  has  expended no funds in research
and development  activities.  Such expenses,  if incurred in the future, will be
passed along to clients  indirectly  in the form of  components of the Company's
pricing decisions.




                                     Page 8

<PAGE>

Costs and Effects of Compliance  with  Environmental  Laws  (Federal,  State and
Local)

     To the best of management's knowledge,  the Company has not and will not be
required to directly incur material expenses in conjunction with federal,  state
or local environmental regulations; however, like all other companies, there are
many incalculable indirect expenses associated with compliance by other entities
that affect the prices paid by the Company for goods and services.

Number of Total Employees and Number of Full Time Employees

     The Company  currently has one full time employee (its  president) and also
retains a part-time  securities  counsel and a  part-time  chief  administrative
officer. It does not anticipate hiring any other full time employees, other than
administrative  personnel  required for  bookkeeping  purposes,  and  management
personnel  required to  coordinate  and  supervise  its  independent  contractor
consultants.  All other  personnel will be retained on an as needed,  project by
project, part time basis as independent contractors. Pop Starz currently employs
its  president  on a full time  basis at an annual  salary of  $75,000,  payable
solely from  operating  profits,  all of which will be accrued until  sufficient
profits from operations become available.

     Instructors  for the  recreational  and  exercise  session are  independent
contractors  and are paid between $25 and $40 per session.  The  instructors for
the production troupe and performance level who are paid $50 per hour. Pop Starz
also  retains  celebrity  choreographers  for  special  projects  and fees  paid
celebrity choreographers are negotiated on a case by case basis.

     Management is of the opinion that required  employees and  contractors  are
readily  available  at  competitive  prices.  The  Company  has no  union  labor
contracts.

ITEM 2.           DESCRIPTION OF PROPERTY.

     The  Company  and  Pop  Starz   currently   share  office   facilities  and
administrative personnel in Boca Raton, Florida,  provided either without charge
or at cost by  Carrington  Capital  Corp.,  a Florida  corporation  whose  chief
executive  officer,  Michelle  Tucker,  is also  the  Company's  president.  The
addresses, telephone and facsimile numbers available to the Company as described
above are The Crystal Corporate Center,  2500 North Military Trail, Suite 225-D;
Boca Raton,  Florida 33431;  telephone  number (561) 998-2032;  facsimile number
(561) 998-3425. Pop Starz currently pays approximately $1,700 per month for rent
directly to the landlord,  Gaedake Holdings as subleased from Carrington Capital
Corp.

Investment Policies

     The Company does not currently have any  investments in real estate and has
no plans to make any such investments in the foreseeable future.

ITEM 3.           LEGAL PROCEEDINGS.

     On or about May 24, 2002, Pop Starz and Mrs. Tucker (individually), filed a
complaint in the Circuit Court for Palm Beach County,  Florida,  against Suzanne
Stone  (individually)  and Hip Hop Kidz,  Inc. The original  complaint  has been
amended  and  alleges  one  count  for  slander  - based on  statements  made by
defendant Stone  individually  and in her capacity as president of Hip Hop Kidz,
Inc.,  which  operates a business  similar to Pop  Starz.  The  complaint  seeks
compensatory and punitive  damages against the defendants  jointly and severally
in an amount to be  established  at  trial,  and  contains  a jury  demand.  The
defendants  have  filed  an  answer  denying  the  material  allegations  of the
complaint and asserting various affirmative defenses, and have filed a motion to
strike the claim for punitive damages as premature.

     On or about May 28, 2002, Pop Starz and Mrs. Tucker (individually), filed a
complaint in the Circuit  Court for Palm Beach  County,  Florida,  against Craig
Clayton. The complaint alleges a cause of action for slander based on statements
made by defendant Clayton. The complaint seeks compensatory and punitive damages
against the defendant in an amount to be  established  at trial,  and contains a
jury demand.  A default has been entered  against the  defendant  for failure to
respond to the complaint in a timely manner, and a non jury trial on damages has
been set for June 10, 2003.

                                     Page 9

<PAGE>



ITEM 4.           SUBMISSION OF MATTERS TO SECURITY HOLDERS.

                    No matter was  submitted  during  the  fourth  quater of the
               fiscal year covered by this Report to a vote of security holders,
               through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     During  the  period  covered by this  Report,  there was no public  trading
market.  The Company  anticipates  that its Common Stock will be authorized  for
trading on the over the counter electronic bulletin board system operated by the
National  Association of Securities  Dealers Inc. (the "OTC Bulletin  Board" and
the "NASD," respectively), upon compliance with Commission Rule 15c2-11.


Holders.

     The number of record holders of the Company's Common Stock, par value $0.01
(its sole class of common  equity) as of the close of business  on December  31,
2002, was approximately 79.

Dividends.

     The Company has not declared any dividends on its Common Stock and does not
expect to do so at any time in the  foreseeable  future.  There are currently no
restrictions on the Company's ability to declare dividends in the future,  other
than restrictions  applicable to all Delaware corporations  involving the source
of funds for payment of dividends and their  effects on the Company's  solvency.
In the  future,  the  Company  expects  that a  portion  of  its  expansion  and
development capital may be in the form of loans from financial institutions,  in
which case it is likely that such institutions would require restrictions on the
payment of dividends based on traditional  financial  ratios designed to predict
the Company's ability to repay such loans.  However, no specific  predictions as
to any such restrictions can be made at this time.

Securities Authorized for Issuance under Equity Compensation Plan

     On April 8, 2002,  the board of directors  approved a stock option plan for
2002,  which was  approved  by the  stockholders  by written  consent in lieu of
annual meeting of  stockholders on April 8, 2002. A copy of the plan is filed as
an exhibit to this Report.  See "Part III,  Items 1 and 2, Index to Exhibits and
Description of Exhibits".

     The following table  illustrates the  compensation  plan under which equity
securities of our Company are authorized for issuance:
<TABLE>
<S>                                 <C>                       <C>                       <C>
Plan Category                       Number of                 Weighted average          Number of securities
                                    securities to be          exercise price of         remaining available for
                                    issued upon exercise of   outstanding options,      future issuance
                                    outstanding options,      warrants and rights
                                    warrants and rights

Equity compensation plans
approved by security holders                0                          0                250,000

Equity compensation plans not
approved by security holders                0                          0                0

Total                                       0                          0                250,000


</TABLE>

                                     Page 10

<PAGE>



Amounts of common equity subject to outstanding options or warrants to purchase,
or securities convertible into, common equity of the Company

     As of December 31,  2002,  the Company had  1,384,288  shares of its Common
Stock  reserved for issuance in  conjunction  with current  obligations to issue
additional shares in the event that currently  outstanding  convertible bonds or
shares of the Company's Class A Non-Voting,  Convertible  Preferred  Stock,  are
converted  into  Common  Stock.   The  following  table  provides  summary  data
concerning such options and warrants:
<TABLE>
<S>                                 <C>                        <C>                      <C>
Designation                         Nature of                 Exercise or               Number of Shares
or Holder                           The Security              Conversion Price          Currently Reserved
---------                           ------------              ----------------          ------------------
TFST and CFST                       Convertible Bond          $50,000 total              (1)
Stock Plan (2)                      Options (2)               (2)                       250,000 shares (2)
(3)                                 Preferred Stock           (3)                       471,780

</TABLE>

(1)  The number of shares cannot be determined  with certainty as of the date of
     this  Report;  rather,  the the  bondholders  have the right to  convert an
     aggregate of $50,000 in principal of the Company's  convertible  bonds held
     by them  for  shares  of the  Company's  Common  Stock  equal to 20% of the
     Company's  outstanding  and  reserved  shares  of  Common  Stock,  measured
     immediately after conversion is completed. For purposes of the Table, it is
     assumed that only the shares  currently  outstanding  or reserved  would be
     outstanding or reserved at the time of conversion (an improbable scenario).
     Consequently, the total shares currently outstanding + the shares currently
     reserved other than for the Company's convertible bonds, the sum of the two
     numbers  would be divided by 4 and rounded up or down based on proximity to
     the next  whole  number,  which  would  equal the  shares  issuable  to the
     bondholders  (20%  of  the  total  that  would  be  outstanding   following
     conversion).  If the bondholders converted in full as of December 31, 2002,
     the number of common shares issuable would have been approximately 662,500.

(2)  Represents  the  shares  issuable  pursuant  to the  Company's  stock  plan
     approved by the Company's board of directors on April 8, 2002, and ratified
     by the holders of a majority of the Company's  outstanding  Common Stock at
     the annual meeting of the Company's stockholders held on April 8, 2002.

(3)  The Calvo Family  Spendthrift  Trust  currently holds 101,849 shares of the
     Company's  Common  Stock  and  23,589  shares  of  the  Company's  Class  A
     Non-Voting,  Convertible  Preferred Stock,  which are convertible,  without
     payments of any kind,  into 471,780  shares of the Company's  Common Stock.
     However,  conversion for the rights are limited by the requirement that the
     Calvo Family Spendthrift Trust, together with its trustee and beneficiaries
     may not, in the aggregate,  at any time, hold more than one share less than
     5% of the Company's  outstanding Common Stock. The Calvo Family Spendthrift
     Trust has as its  beneficiaries  Cyndi Calvo, her husband William A. Calvo,
     III, and William A., IV, Alexander Nicholas and Edward Patrick, their minor
     sons. Cyndi Calvo is the sole trustee who holds voting and investment power
     for the shares owned by the Trust.

Amounts  of common  equity  that  could be sold  pursuant  to Rule 144 under the
Securities Act

         As of December 31, 2002, 2,085,726 shares of the Company's Common Stock
were outstanding, of which:

         *        0 are recognized as free trading by the Company;

         *        2,085,726 have been issued over the years pursuant to
                  exemptions from registration and are thus restricted
                  securities, some of which are eligible for resale under Rule
                  144.

     Of the 2,085,726  shares that the Company has instructed its transfer agent
to treat as restricted:

         *        1,500,000 were issued prior to December 31, 2001, and
                  consequently, may currently be sold under Rule 144, subject to
                  Rule 144's volume limitations, notice, public information and
                  manner of sale conditions. The volume limitations restrict
                  quantities sold over 90 day periods to the greater of 1%



                                     Page 11

<PAGE>



                  of the total outstanding Common Stock, or the average weekly
                  trading volume during the four week period preceding the sale;

         *        270,875 were issued to persons that do not appear to be
                  affiliates of the Company prior to December 31, 2000, and
                  consequently may be sold by holders that have not been
                  affiliates of the Company for a period of at least 90 days,
                  under the more liberal provisions of Commission Rule 144(k)
                  ("Rule 144[k]"), which dispense with the volume, public
                  information and manner of sale conditions.

         Pursuant to the provisions of Rule 144(e), permissible sales of
securities thereunder are determined as follows:

Sales by  affiliates:

          If  restricted  or other  securities  are sold for the  account  of an
          affiliate of the Company (officers,  directors,  other control persons
          or their  affiliates,  and persons who have been affiliates within the
          preceding 90 days), the amount of securities  sold,  together with all
          sales of  restricted  and other  securities  of the same class for the
          account of such person  within the preceding  three months,  shall not
          exceed the greater of:

          *    one percent of the shares or other units of the class outstanding
               as shown by the most recent report or statement  published by the
               Company, or

          *    the average weekly  reported volume of trading in such securities
               on all national securities  exchanges and/or reported through the
               automated quotation system of a registered securities association
               during the four  calendar  weeks  preceding  the filing of notice
               required by Rule 144 (h),  or if no such  notice is required  the
               date of receipt of the order to execute  the  transaction  by the
               broker or the date of execution of the transaction  directly with
               a market maker, or

          *    the average weekly volume of trading in such securities  reported
               through   the   consolidated    transaction    reporting   system
               contemplated by Rule 11Aa3-1 under the Securities Exchange Act of
               1934 during the four-week period specified above.


Sales by non-affiliates:

          The amount of restricted securities sold for the account of any person
          other than an affiliate of the Company,  together with all other sales
          of  restricted  securities  of the same class for the  account of such
          person within the preceding three months,  shall not exceed the amount
          specified  in  the  paragraphs   above  for  affiliates,   unless  the
          conditions in Rule 144 (k) are satisfied  (two,  rather than one, year
          holding period).

Determination of Amount:

          For the  purpose of  determining  the amount of  securities  specified
          above (the "Permitted Volume"), the following provisions apply:

           *   Where both  convertible  securities  and  securities of the class
               into  which  they  are   convertible  are  sold,  the  amount  of
               convertible  securities  sold  is  deemed  to be  the  amount  of
               securities of the class into which they are  convertible  for the
               purpose of determining the aggregate amount of securities of both
               classes sold;

           *   The  amount  of  securities  sold for the  account  of a  pledgee
               thereof,  or for  the  account  of a  purchaser  of  the  pledged
               securities,  during  any period of three  months  within one year
               after a default in the obligation  secured by the pledge, and the
               amount of securities sold during the same three-month  period for
               the account of the pledgor may not exceed, in the aggregate,  the
               Permitted Volume.



                                     Page 12

<PAGE>





        *      The amount of securities  sold for the account of a donee thereof
               during  any  period of three  months  within  one year  after the
               donation,  and the  amount of  securities  sold  during  the same
               three-month  period  for the  account  of the  donor,  shall  not
               exceed, in the aggregate, the Permitted Volume.

        *      Where securities were acquired by a trust from the settlor of the
               trust,  the amount of such securities sold for the account of the
               trust during any period of three months within one year after the
               acquisition  of the  securities  by the trust,  and the amount of
               securities  sold  during  the  same  three-month  period  for the
               account of the settlor,  shall not exceed, in the aggregate,  the
               Permitted Volume.

        *      The amount of securities  sold for the account of the estate of a
               deceased  person,  or for the  account of a  beneficiary  of such
               estate,  during  any  period of three  months  and the  amount of
               securities  sold  during the same  period for the  account of the
               deceased  person  prior to his  death  shall not  exceed,  in the
               aggregate,  the Permitted Volume; provided, that no limitation on
               amount shall apply if the estate or beneficiary thereof is not an
               affiliate of the Company;

        *      When  two or more  affiliates  or other  persons  agree to act in
               concert for the purpose of selling  securities of a Company,  all
               securities  of the same  class  sold for the  account of all such
               persons during any period of three months shall be aggregated for
               the  purpose  of  determining  the  limitation  on the  amount of
               securities sold;

Securities excluded:

          The following  sales of securities need not be included in determining
          the amount of securities sold in reliance upon this section:

          *    Securities sold pursuant to an effective  registration  statement
               under the Securities Act;

          *    Securities sold pursuant to an exemption provided by Regulation A
               under the Securities Act; and

          *    Securities sold in a transaction  exempt pursuant to Section 4 of
               the Securities Act and not involving any public offering.

     Because a major theoretical component of securities pricing involves supply
and demand,  sales in reliance on Rule 144 will increase the supply and,  unless
there is a corresponding  increase in demand, can be expected to result in lower
prices.

Penny Stock Rules

     Exchange  Act  Section  15(g)  requires  brokers  and  dealers to make risk
disclosures to customers before effecting any transactions in "penny stocks". It
also directs the  Commission to adopt rules setting forth  additional  standards
for disclosure of information concerning transactions in penny stocks.



                                     Page 13

<PAGE>



         Penny stocks are low-priced, over-the-counter securities that are prone
to manipulation because of their price and a lack of reliable market information
regarding them. Under Section 3(a)(51)(a) of the Exchange Act, any equity
security is considered to be a "penny stock," unless that security is:

         (i)   registered and traded on a national  securities  exchange meeting
               specified Commission criteria:

         (ii)  authorized   for  quotation  on  the  National   Association   of
               Securities  Dealers,   Inc.'s  ("NASD")  automated   inter-dealer
               quotation system ("NASDAQ"):

         (iii) issued by a registered investment company:

         (iv)  excluded,  on the  basis of price or the  issuer's  net  tangible
               assets, from the definition of the term by Commission rule: or

         (v)   excluded from the definition by the Commission.

     Pursuant to Section  3(a)(51)(b),  securities  that  normally  would not be
considered penny stocks because they are registered on an exchange or authorized
for quotation on NASDAQ may be  designated as penny stocks by the  Commission if
the securities are traded off the exchange or if  transactions in the securities
are effected by market makers that are not entering quotations in NASDAQ.

     Rule   3(a)(51)-1  was  adopted  by  the  Commission  for  the  purpose  of
implementing  the  provisions of Section  3(a)(51).  Like Section  3(a)(51),  it
defines  penny stocks by what they are not.  Thus,  the rule  excludes  from the
definition of penny stock any equity security that is:

         (A) a "reported" security:

         (B) issued by an investment company registered under the 1940 Act:

         (C) a put or call option issued by the Options Clearing Corporation:

         (D) priced at five dollars or more:

         (E) subject to last sale reporting: or

         (F) whose issuer has assets above a specified amount.

     Rule  3(a)(51)-1(a)  excludes from the definition of penny stock any equity
security that is a "reported security" as defined in Rule 11Aa3-1(a). A reported
security is any exchange-listed or NASDAQ security for which transaction reports
are  required  to  be  made  on a  real-time  basis  pursuant  to  an  effective
transaction  reporting  plan.  Securities  listed on the New York Stock Exchange
(the "NYSE"),  certain  regional  exchange-listed  securities  that meet NYSE or
American Stock Exchange (the "Amex") criteria, and NASDAQ National Market System
("NMS")  securities are not considered  penny stocks.  (Release No. 30608,  Part
III.A.1).  Generally,  securities  listed  on the AMEX  pursuant  to the  Amex's
original and junior tier or its "Emerging Company Marketplace" listing criteria,
are not considered penny stocks.  Securities  listed on the Amex pursuant to its
Emerging Companies Market ("ECM") criteria, however, are considered to be "penny
stock" solely for purposes of Exchange Act Section 15(b)(6).

     Rule 3(a)(51)-1(d)  excludes  securities that are priced at five dollars or
more.  Price, in most cases,  will be the price at which a security is purchased
or sold in a particular transaction, excluding any broker commission, commission
equivalent,  mark-up, or mark-down.  In the absence of a particular transaction,
the five dollar price may be based on the inside bid  quotation for the security
as displayed on a Qualifying  Electronic  Quotation  System [i.e.,  an automated
inter- dealer quotation system as set forth in Exchange Act Section  17B(b)(2)].
"Inside bid  quotation" is the highest bid quotation for the security  displayed
by a market  maker in the  security on such a system.  If there is no inside bid
quotation,  the average of at least three inter-dealer bid quotations  displayed
by three  or more  market  makers  in the  security  must  meet the five  dollar
requirement.  Broker-dealers  may not rely on  quotations  if they know that the
quotations  have been  entered for the  purpose of  circumventing  the rule.  An
inter-dealer  quotation system is defined in Rule  15c2-7(c)(1) as any system of
general   circulation  to  brokers  and  dealers  that  regularly   disseminates
quotations of identified brokers or dealers.



                                     Page 14

<PAGE>


     In the  case of a unit  comprised  of one or  more  securities,  the  price
divided by the number of shares of the unit that are not warrants,  options,  or
rights must be five  dollars or more.  Furthermore,  the  exercise  price of any
warrant,  option,  or  right,  or of the  conversion  price  of any  convertible
security,  included  in the unit  must  meet the five  dollar  requirement.  For
example:  a unit composed of five shares of common stock and five warrants would
satisfy  the  requirements  of the rule only if the unit  price was  twenty-five
dollars or more, and the warrant  exercise price was five dollars or more.  Once
the  components  of the unit begin trading  separately on the secondary  market,
they must each be separately priced at five dollars or more.

     Securities that are registered, or approved for registration upon notice of
issuance,  on  a  national  securities  exchange  are  also  excluded  from  the
definition of penny stock [Rule  3a51-1(e)].  The exchange must make transaction
reports  available  pursuant to Rule  11Aa3-1  for the  exclusion  to work.  The
exclusion is further  conditioned  on the current  price and volume  information
with respect to  transactions  in that security  being reported on a current and
continuing  basis  and made  available  to  vendors  of market  information.  In
addition,  the exclusion is limited to exchange-listed  securities that actually
are purchased or sold through the  facilities  of the exchange,  or as part of a
distribution.  Exchange-listed  securities satisfying Rule 3a51-1(e),  but which
are not otherwise excluded under Rule 3a51-1(a)-(d), continue to be deemed penny
stocks for purposes of Exchange Act Section 15(b)(6).

     Securities that are registered, or approved for registration upon notice of
issuance,  on NASDAQ are  excluded  from the  definition  of penny  stock  [Rule
3a51-1(f)].  Similar to the exchange-registered exclusion of Rule 3a51-1(e), the
NASDAQ exclusion is conditioned on the current price and volume information with
respect  to  transactions  in that  security  being  reported  on a current  and
continuing basis and made available to vendors of market information pursuant to
the rules of NASD.  NASDAQ securities  satisfying Rule 3a51-1(e),  but which are
not otherwise  excluded  under Rule  3a51-1(a)-(d),  continue to be deemed penny
stocks for purposes of Exchange Act Section 15(b)(6).

     An exclusion is available for the securities of Companies that meet certain
financial standards. This exclusion pertains to:

         (i)      Companies that have been in continuous operation for at least
                  three years having net tangible assets in excess of $2 million
                  [Rule 3a51-1(g)(1)]:

          (ii)    Companies that have been in continuous operation for less than
                  three years having net tangible assets in excess of $5 million
                  [Rule 3a51-1(g)(1)]:

         (iii)    Companies  that  have  an  average  revenue  of at  least  $6
                  million for the last three years [Rule 3a51- 1(g)(2)].

     To satisfy this requirement,  an issuer must have had total revenues of $18
million by the end of a three-year period. For domestic Companies,  net tangible
assets or revenues must be demonstrated  by financial  statements that are dated
no less than fifteen  months prior to the date of the related  transaction.  The
statements  must have been audited and reported on by an independent  accountant
in accordance with Regulation S-X. For foreign private  Companies,  net tangible
assets or revenues must be demonstrated  by financial  statements that are dated
no less than fifteen  months prior to the date of the related  transaction.  The
statements must be filed with the Commission pursuant to Rule 12g3-2(b).  If the
issuer has not been required to furnish financial statements during the previous
fifteen  months,  the statements may be prepared and audited in compliance  with
generally accepted accounting principles of the country of incorporation.

     Whether the issuer is domestic or foreign,  in all cases a broker or dealer
must review the financial  statements and have a reasonable  basis for believing
that they were  accurate as of the date they were made (Rule  3a51-1[g][3]).  In
most  cases a  broker-dealer  need not  inquire  about or  independently  verify
information contained in the statements. Brokers and dealers must keep copies of
the domestic or foreign issuer's  financial  statements for at least three years
following the date of the related transaction.

     The Company  anticipates that when its securities begin to trade, they will
be subject to the foregoing regulations as "Penny Stocks".



                                     Page 15

<PAGE>




Recent Sales of Unregistered Securities

During The Three Year Period Preceding Reporting Date

     From February 12,  2001(our  Company's date of  incorporation)  through the
period ended December 31, 2002, our Company issued the securities  listed in the
tables below without  registration  under the  Securities Act in reliance on the
exemption from registration  requirements cited. Footnotes for all tables follow
the last table.

Common Stock:
<TABLE>
<S>               <C>               <C>                       <C>               <C>              <C>
                  Amount of                                   Total                              Registration
                  Securities                                  Offering          Total            Exemption
Date              Sold              Subscriber                Consideration     Discounts        Relied on
----              -----             ----------                -------------     ---------        ---------
2001:
-----
March 14          502,625           The Yankee Companies      (3)               None             (1)
March 14          12,500            Vanessa Lindsey           (3)               None             (1)
March 14          12,500            Coast to Coast Realty     (3)               None             (1)
March 14          5,000             Nancy Molinari            (3)               None             (1)
March 14          5,000             Sally Stroberg            (3)               None             (1)
March 14          5,000             Warren Hirt               (3)               None             (1)

2002:
July 2            101,849           Calvo Family Trust        (4)               None             (1)
July 2            322,318           Tucker Family Trust       (4)               None             (1)
July 2            10,000            Vanessa H. Lindsey        (4)               None             (1)
July 2            5,000             Kevin W. Dornan           (4)               None             (1)
July 2            3,000             Nancy Molinari            (4)               None             (1)
July 2            3,000             Sally Stroberg            (4)               None             (1)
July 2            2,000             Warren Hirt               (4)               None             (1)
July 2            2,000             Pearl Audit               (4)               None             (1)
July 2            100,000           PalmAir, Inc.             (4)               None             (1)
July 2            30,000            Market Watch Corp.        (4)               None             (1)
July 2            25,000            AUW, Inc.                 (4)               None             (1)
July 2            36,000            Todd Adelstein            (4)               None             (1)
July 2            36,000            Tammi Schnider            (4)               None             (1)
July 2            4,227             Carrington Capital Corp.  (4)               None             (1)
July 20           5,000             Kevin W. Dornan           (5)               None             (2)
July 20           5,000             Kevin W. Dornan           (5)               None             (2)
July 26           5,625             Vanessa Lindsey           (6)               None             (2)
July 26           6,375             Michelle Tucker           (6)               None             (2)
July 26           6,375             Steve Adelstein           (6)               None             (2)
September 9       2,500             Sylvia Hofstetter         (7)               None             (1)
September 9       1,500             Kevin Dornan              (5)               None             (2)
September 9       2,000             Adam Wasserman            (5)               None             (2)
September 9       1,600             Kevin Dornan              (5)               None             (2)
September 9       2,000             Adam Wasserman            (5)               None             (2)
September 9       3,750             Vanessa Lindsey           (6)               None             (2)
September 9       4,250             Michelle Tucker           (6)               None             (2)
September 9       4,250             Steve Adelstein           (6)               None             (2)
October 9         20,000            Steve Scnider             (8)               None             (1)
October 25        1,620             Kevin W. Dornan           (5)               None             (2)
October 25        2,000             Adam Wasserman            (5)               None             (2)
October 25        1,875             Vanessa Lindsey           (6)               None             (2)
October 25        2,215             Michelle Tucker           (6)               None             (2)
October 25        2,215             Steve Adelstein           (6)               None             (2)



                                     Page 16

<PAGE>



November 11       1,900             Kevin W. Dornan           (5)               None             (2)
November 11       2,000             Adam Wasserman            (5)               None             (2)
November 11       1,875             Vanessa Lindsey           (6)               None             (2)
November 11       2,215             Michelle Tucker           (6)               None             (2)
November 11       2,215             Steve Adelstein           (6)               None             (2)
December 10       1,460             Kevin W. Dornan           (5)               None             (2)
December 10       2,000             Adam Wasserman            (5)               None             (2)
December 10       3,750             Vanessa Lindsey           (6)               None             (2)
December 10       29,750            Michelle Tucker           (6)               None             (2)
December 10       29,750            Steve Adelstein           (6)               None             (2)

     As a material  subsequent event, as of the date of this report, our Company
issued the following shares:

Common Stock:


                  Amount of                                   Total                              Registration
                  Securities                                  Offering          Total            Exemption
Date              Sold              Subscriber                Consideration     Discounts        Relied on
----              -----             ----------                -------------     ---------        ---------
2003:
-----
January 21        1,460             Kevin W. Dornan           (5)               None             (2)
January 21        2,000             Adam Wasserman            (5)               None             (2)
February 12       1,700             Kevin W. Dornan           (5)               None             (2)
February 12       2,000             Adam Wasserman            (5)               None             (2)
February 12       1,875             Vanessa Lindsey           (6)               None             (2)
March 24          1,500             Kevin W. Dornan           (5)               None             (2)
March 24          2,000             Adam Wasserman            (5)               None             (2)
March 24          1,875             Vanessa Lindsey           (6)               None             (2)
--------------
</TABLE>
(1)       Section 4(2) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance with applicable laws, and the transfer agent was instructed
          not to permit transfers unless directed to do so by our Company, after
          approval  by its legal  counsel.  In  addition,  each  subscriber  was
          directed to review our Company's filings with the Commission under the
          Exchange Act and was provided with access to our  Company's  officers,
          directors, books and records, in order to obtain all required material
          information.

(2)       Section 4(6) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our Company, after
          approval by its legal counsel.  Each subscriber was directed to review
          our Company's  filings with the Commission  under the Exchange Act and
          was provided with access to our Company's officers,  directors,  books
          and records, in order to obtain all required material information; and
          a Form D reporting the transaction was filed with the Commission.

(3)       Shares  issued in  exchange  for debt owed the Yankee  Companies.  The
          Yankee Companies then provided some of its shares to its employees and
          others as a bonus.

(4)       Shares issued pursuant to private placement and subscription
          agreements.

(5)       Shares issued pursuant to employment agreements.

(6)       Shares issued pursuant to director agreements.

(7)       Shares issued as an employee bonus.

(8)       Shares issued for services rendered.


                                     Page 17

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     This report on Form 10-KSB  contains  forward-looking  statements  that are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from those  discussed  in the  forward-looking  statements  and from
historical results of operations.  Among the risks and uncertainties which could
cause such a difference are those  relating to our  dependence  upon certain key
personnel,  our ability to manage our growth,  our success in  implementing  the
business strategy,  our success in arranging  financing where required,  and the
risk of economic and market factors affecting us or our customers.  Many of such
risk factors are beyond the control of the Company and its management.

OVERVIEW

     The  Company   (through  its  operating   subsidiary's   predecessors   and
affiliates)  historically  engaged in the  business  of  developing,  operating,
licensing and franchising large children's entertainment,  restaurant, education
and physical fitness centers.  During 2001, the Company pursued discussions with
several companies to develop programs in children's entertainment and education,
but none of those discussions resulted in a definitive  transaction.  Because of
its experience in these areas,  the Company also sought to develop  capabilities
to provide  consulting  services to other  companies  interested  in  developing
programs in these areas.  When a licensee in New Jersey,  whose  operations were
material to the proposed consulting  activities,  closed,  however, the proposed
consulting  enterprise  was  abandoned,  and the Company  instead  developed the
concept for Pop Starz' current operations.

     Pop Starz,  is engaged in the  business  of  operating  high  energy  dance
training  centers,  currently  concentrating  on  the  musical  genre  popularly
referred  to as "Hip  Hop." Pop  Starz'  ultimate  goal is the  development  and
operation of dance and talent  development  programs  (dance,  acting and voice)
throughout Florida and nationally,  combining the functions of traditional dance
and exercise facilities with training in modeling,  drama and voice development,
and providing  participants  of all ages with an  opportunity  to participate in
professional entertainment opportunities.

     Pop  Starz'  current  operations  follow   approximately   seven  years  of
operations by its predecessors  and their affiliates  involving large children's
entertainment  and  physical  fitness  centers,  one of which  was  owned by our
operating  subsidiary  and  operated by the  Company's  president  in Palm Beach
County,  Florida, and others that were owned and operated by third parties under
licenses or franchises from our operating subsidiary.

     Pop Starz'  current  operations  do not rely on fixed centers or personnel;
rather, facilities are rented on an hourly basis, as required, and personnel are
engaged to teach classes,  on an hourly basis, as required.  Management believes
that such  arrangements  provide Pop Starz with the  flexibility to maximize the
quality and diversity of the services  offered  while  keeping  costs  carefully
contained.

                                    Page 18
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (Continued)

     Because the Company has tried to minimize  its  operating  expenses  and is
receiving access to office facilities, personnel and equipment in Boca Raton and
Ocala,  Florida on an as-needed cost basis (including the sublease of its office
space in Boca Raton),  its management  believes that it can develop its business
with a  minimum  of  capital  requirements.  Access  to  additional  development
capital,  however,  could  materially  increase  the speed at which its  current
business plans could be developed.  The bulk of any funds that become  available
to the Company  through  operating  income or any other  source  during the next
twelve months will probably be used for  marketing and  advertising.  Other than
through the private  placement  that was concluded in June 2002, the Company has
not  developed  plans  to  obtain  additional   capital  through  sales  of  its
securities, having elected to defer such decision until it determines whether to
expand.

     Management  has  taken  steps  to  redirect  the  business  focus  to  more
profitable activities. At this time it is not possible to project what income or
expenses will result from the Pop Starz' activities that are currently  underway
or the financial benefits to be gained from these activities.

     We have  currently  reduced our staff by 2 persons due to a  reorganization
and consolidation of our class instructors.

PLAN OF OPERATION

     During the next twelve month  period,  the Company  expects that all of its
principal  activities  will  involve  development  of the business of its wholly
owned subsidiary, Pop Starz.

     The  long-term  development  of Pop Starz is  expected  to involve at least
three distinct phases,  each contingent on the success of the preceding  phases.
During the initial phase,  expected to take up to three years, Pop Starz intends
to establish  operations  throughout the Florida  counties of Dade,  Broward and
Palm Beach.  Pop Starz is currently  offering  classes in 14 facilities  and  is
concentrating  on  providing  a  complete  schedule  of  classes  that are fully
enrolled.  There are no additional costs involved in filling our current classes
other than routine advertising  expenses. If additional classes become necessary
(which  cannot be  determined at this time),  the only costs  involved  would be
additional  hourly  facility  use  fees of up to $50 per  hour  and fees for any
additional  instructors  ($25-50  per  class).  Pop  Starz is  concentrating  in
particular  on its dance  program,  and has begun the process of  completing  an
application  for a talent  agency  license  in the State of  Florida.  The costs
involved will be the application fees of $750 and the $200 cost of obtaining the
required  bond in the  amount of  $5,000.  Additionally,  Pop Starz  expects  to
produce a  Hip-Hop  instructional  video and to  develop  and  market  clothing,
especially dance and exercise-related apparel and accessories, initially for use
by its students but  eventually  for general  retail sale. Pop Starz has not yet
begun to implement these  enterprises.  Accordingly,  costs cannot  currently be
determined.

                                    Page 19

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (Continued)

     Predicated  on the success of the initial  phase,  the second  stage of Pop
Starz'  business  development  plan is  expected  to  involve  development  of a
franchise program in the State of Florida, limited to its dance and recreational
programs,  with  modeling and talent agency  services  retained at the corporate
level. The final phase of Pop Starz' business  development  plan,  predicated on
success of the second stage, is anticipated to involve expansion of the proposed
franchise  program on a national  basis.  Because of the  material  increase  in
marketing expenses and the recruitment of prospective franchisees as well as the
personnel  requirements  associated with  implementation of the second and third
stages of Pop Starz' proposed  business  plans,  such plans should be considered
highly speculative at this time and costs estimates are not currently available.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     For the year ended  December  31,  2001,  our  operations  were nominal and
consisted of operating  expenses of $5,852 incurred in maintaining our corporate
existence.

     For the year ended December 31, 2002, we generated revenue of $128,283 from
our Pop Starz dance classes and workshops. For the year ended December 31, 2002,
we incurred advertising expenses of $56,478,  which included $12,500 incurred in
connection   with  the   production   of  a   promotional   video  and   website
(www.popstarzinc.com).  For the  year  ended  December  31,  2002,  we  incurred
compensation  expense of  $142,370,  professional  fees of  $65,217,  and studio
rental fees of $48,653. We incurred other general and administrative expenses of
$77,150,  which  consisted  of $30,722 of expenses  directly  related to our Pop
Starz classes and workshops, office rent of $8,700 and $37,728 in other expenses
such as consulting, office supplies, communications and insurance.

     The Company  reported  losses for the year ended December 31, 2002 and 2001
of $250,617 and $5,852,  respectively.  This  translates  to a per share loss of
$.14 and $.00 for the year ended December 31, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Throughout our contemplated  operations,  it is currently expected that Pop
Starz  will  seek to  limit  capital  expenses  associated  with its  dance  and
recreational  programs  by holding  them at  facilities  owned and  operated  by
reputable health and fitness facilities.

     We use available  finances to fund ongoing  operations.  Funds will be used
for general and administrative  expenses,  website  maintenance and development,
marketing and expenses related to the filing and preparation of our SEC filings.

     We are confident  that through our  revolving  loan  arrangements  with the
Yankee Companies,  LLC ("Yankees")(see below), and through income generated from
operations,  we will be able to meet our cash  requirements  and  implement  the
initial phase of our business development plan, without required outside debt or
equity  funding.  Yankees has  committed  to providing us with up to $100,000 in
funding   during  the  next  fifteen  (15)  months.   In  addition,   we  raised
approximately $53,169 under a private placement that was concluded in early June
2002.

                                    Page 20
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (Continued)

     To date, our other efforts to meet our cash  requirements have included the
following:

     On February  11, 2002,  we borrowed  $5,000 from two related  parties.  The
notes of $2,500 each were interest  bearing at prime plus 2% and were due in one
year.  These  funds were used for working  capital  purposes.  In June 2002,  we
converted these loans and accrued interest into 51,008 shares of common stock as
follows:

                                         Amount of        Number of
                                         Loan Plus       Shares Received
Name of Noteholder                       Interest          Upon Conversion

Tucker Family Spendthrift Trust         $2,550                25,504
Calvo Family Spendthrift Trust           $2,550                25,504

     Additionally, through December 31, 2002, we borrowed an additional $34,000,
$6,000 and $7,000 from the Tucker  Family  Spendthrift  Trust,  the Calvo Family
Trust and Blue Lake Capital,  respectively.  These notes are interest-bearing at
prime plus 2% and are due in one year. These funds were used for working capital
purposes.

     On April 9, 2002, we signed a loan agreement with Yankees,  to borrow up to
$100,000  in $1,000  increments.  The loan  agreement  is for a term of 730 days
renewable in one-year  increments  and each loan drawn will have a one year term
and will be evidenced by a  promissory  note bearing  interest at prime plus 2%.
The loans are secured by all present and future assets of the Company. On May 6,
2002 (the "exchange date"), we amended our April 9, 2002 $100,000 loan agreement
with  Yankees  to  effect  a  consolidation  of the  warrants  issuable  under a
consulting agreement and a prior loan agreement. The amendment also canceled the
consulting  agreement.  In exchange for the estimated  375,000 warrants issuable
under the  cancelled  consulting  agreement,  we amended the loan  agreement  to
stipulate  that $50,000 of loans made under the loan  agreement may be allocated
to  purchase  convertible  bonds.  At the bond  holder's  option,  the bonds are
convertible  into an amount of our common  stock equal to an aggregate of 20% of
the total  outstanding and reserved common stock after such issuance.  All other
terms of the loan  agreement  remain  unchanged.  As of December  31,  2002,  no
proceeds under the loan agreement were allocated to purchase a convertible bond.
On May 31, 2002,  the rights of the bonds were assigned by Yankees to the Tucker
Family Spendthrift Trust and the Calvo Family Spendthrift Trust in equal shares.
Through  December 30, 2002,  the Company had borrowed  $42,020 under  promissory
notes with terms  described  above, of which $25,893 were converted into 141,970
shares of common  stock and 5,848 shares of  preferred  stock.  These funds were
used for working capital purposes.

     Sources of funding for implementation of stages two and three of Pop Starz'
business  development  plan  cannot be  determined  at present as such plans are
extremely  contingent  on the  success of the  initial  stage.  In order to fund
business  activity  beyond the initial phase,  however,  we will need to arrange
additional financing,  and marketing efforts will depend on our ability to raise
such  additional  financing.  Specific plans related to any marketing  which may
occur in the later phases will be devised once  financing  has been arranged and
management knows what funds will be available for these purposes.

                                    Page 21
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (Continued)

     We  have  no  other  material  commitments  for  capital  expenditures.  We
currently have sufficient working capital to meet our operating  requirements at
least through December 2003.

GOING CONCERN

     The  accompanying  audited  consolidated  financial  statements  have  been
prepared  assuming that we will continue as a going concern.  We have a net loss
of $250,617 for the year ended December 31, 2002, have an accumulated deficit of
$529,887 at December 31, 2002,  have cash used in operations of $129,763 for the
year ended December 31, 2002, and require  additional funds to implement our new
business plan.  These conditions  raise  substantial  doubt about our ability to
continue as a going concern.

     Management is taking steps to address this  situation,  however.  We are in
the process of  implementing  our new  business  plan and  recently  conducted a
nonpublic  offering to raise  additional  funds.  In early June 2002,  we raised
proceeds of $53,169  from the sale of preferred  and common stock in  connection
with that  private  placement.  Additionally,  debt  amounting  to  $33,833  was
converted  into  preferred and common  shares.  Our loan  agreement with Yankees
remains open as well.  We believe the actions we are taking allow us to continue
as a going concern. The audited consolidated financial statements do not include
any adjustments  that might be necessary if we are unable to continue as a going
concern.

RECENT ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April  2002." This  standard  rescinds  SFAS No. 4,  "Reporting  Gains and
Losses from  Extinguishment  of Debt," and an amendment of that Statement,  SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund  Requirements" and
excludes  extraordinary  item treatment for gains and losses associated with the
extinguishment  of debt that do not meet the APB Opinion No. 30,  "Reporting the
Results of  Operations  --  Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions"  ("APB 30") criteria.  Any gain or loss on  extinguishment of debt
that was  classified as an  extraordinary  item in prior periods  presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be  reclassified.  SFAS No. 145 also amends SFAS No. 13,  "Accounting  for
Leases," as well as other existing authoritative  pronouncements to make various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company is  required  to adopt SFAS No. 145  effective
January 1, 2003 and does not expect  that it will have a material  impact on its
financial condition or results of operations.

                                    Page 22
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (Continued)

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." This standard addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and replaces Emerging Issues Task Force Issue No. 94-3,  "Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)"  ("EITF 94-3").  SFAS No.
146  requires  that a liability  for costs  associated  with an exit or disposal
activity be  recognized  when the  liability  is  incurred.  Under EITF 94-3,  a
liability for exit costs, as defined in EITF 94-3, was recognized at the date of
an  entity's  commitment  to an exit plan.  The  provisions  of SFAS No. 146 are
effective  for exit or disposal  activities  that are  initiated  by the Company
after December 31, 2002.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  Accounting  for  Stock-Based  Compensation  - Transition and
Disclosure.   Statement  148  provides  alternative  methods  of  transition  to
Statement  123's  fair  value  method of  accounting  for  stock-based  employee
compensation.  It also amends the disclosure provisions of Statement 123 and APB
Opinion  No. 28,  Interim  Financial  Reporting,  to require  disclosure  in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting  with respect to stock-based  employee  compensation  on reported net
income  and  earnings  per share in annual  and  interim  financial  statements.
Statement 148's amendment of the transition and annual  disclosure  requirements
of  Statement's  123 are  effective  for fiscal years ending after  December 15,
2002. Statement 148's amendment of the disclosure  requirements of Opinion 28 is
effective for interim periods beginning after December 15, 2002.

Audit Committee Report

     Our Company's Audit Committee (the  "Committee") has certified that (1) the
Committee  has reviewed and  discussed  with  management  the audited  financial
statements for the year ended December 31, 2002; (2) the Committee has discussed
with the independent auditors the matters required to be discussed by SAS 61, as
may be modified or  supplemented;  (3) the  Committee  has  received the written
disclosures  and  the  letter  from  the  independent  accountants  required  by
Independence Standards Board Standard No. 1 (Independent  Discussions with Audit
Committees),  as may be modified or  supplemented,  and has  discussed  with the
independent accountants the independent accountant's independence; and (4) based
on the review and  discussion  referred to in paragraphs  (1) through (3) above,
the  Committee has  recommended  to our  Company's  board of directors  that the
audited  financial  statements for the year ended December 31, 2002, be included
in this report.  The member of the Committee is Steve  Adelstein.  A copy of the
Audit  Committee  letter is filed as an  exhibit  to this  Report  under by Item
601(b)(13)of Regulation S-B.

                                    Page 23
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

Index to Financial Statements and Financial Statement Schedules.

     The auditor's  report and audited balance sheet of our Company for the year
ended  December 31, 2002, and related  statements of  operations,  stockholder's
equity,  cash flows for the years ended  December 31, 2002 and 2001 and notes to
financial  statements  for such years,  including  indexes  therefor,  follow in
sequentially numbered pages 25 through 36.

                     EXPLORATIONS GROUP, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



                                    CONTENTS



                                                                        Page(s)


Independent Auditors' Report                                            F-25

Consolidated Financial Statements:

     Consolidated Balance Sheet                                         F-26

     Consolidated Statements of Operations                              F-27

     Consolidated Statements of Changes in Stockholders' Deficit        F-28

     Consolidated Statements of Cash Flows                              F-29

Notes to Consolidated Financial Statements                          F-30- F-36

                                    Page 24
<PAGE>

                          Independent Auditors' Report


To the Board of Directors of Explorations Group, Inc.

We have audited the  accompanying  consolidated  balance  sheet of  Explorations
Group, Inc. and Subsidiary as of December 31, 2002 and the related  consolidated
statements of operations,  changes in  stockholders'  deficit and cash flows for
the years  ended  December  31,  2002 and  2001.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audits 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  audits  provide  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 Explorations  Group, Inc. and
Subsidiary  as of December  31, 2002 and the results of its  operations  and its
cash flows for the years ended  December  31, 2002 and 2001 in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial statements,  the Company has a stockholders' deficit of $139,087 and a
working  capital  deficiency of $154,070 at December 31, 2002 and net losses and
cash used in operations of $250,617 and $129,763,  respectively,  in 2002.  This
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's plans in regards to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, FL
March 21, 2003

                                    Page 25
<PAGE>

                        Explorations Group, Inc. and Subsidiary
                              Consolidated Balance Sheet
                                   December 31, 2002

                                        Assets
<TABLE>
<S>                                                                                                        <C>
Current Assets

  Cash                                                                                                     $ 4,423
                                                                                                        ------------

Total Current Assets                                                                                         4,423

Property and equipment, net of accumulated depreciation of $2,004                                            14,983
                                                                                                        -------------

Total Assets                                                                                              $ 19,406
                                                                                                        =============
                         Liabilities and Stockholders' Deficit

Current Liabilities

  Loans payable - related parties                                                                         $ 63,127

  Accounts payable                                                                                          12,209

  Accrued expenses                                                                                          69,301

 Unearned revenues                                                                                          13,856
                                                                                                        -------------

Total Current Liabilities                                                                                  158,493
                                                                                                        =============
Stockholders' Deficit

  Preferred stock ($0.01 par value, 1,500,000 shares authorized,

    Class A nonvoting, convertible preferred stock (500,000 shares authorized,

      23,589 issued and outstanding)                                                                           236

  Common stock ($0.01 par value, 10,000,000 shares authorized,

    2,085,726 issued and outstanding)                                                                       20,857

  Common stock issuable (3,460 shares)                                                                          35

  Additional paid-in capital                                                                               395,172

  Accumulated deficit                                                                                     (529,887)

  Deferred compensation                                                                                    (25,500)
                                                                                                        -------------

Total Stockholders' Deficit                                                                               (139,087)
                                                                                                        --------------

Total Liabilities and Stockholders' Deficit                                                               $ 19,406
                                                                                                        ===============
</TABLE>


              See accompanying notes to consolidated financial statements

                                          F-26

<PAGE>


         Explorations Group, Inc. and Subsidiary
          Consolidated Statements of Operations
<TABLE>
<S>                                                                             <C>                   <C>
                                                                               For the Years Ended

                                                                                     December 31,

                                                                               2002                   2001
                                                                              --------               -------


Revenues                                                                    $ 128,283                $     -
                                                                          --------------            ----------

Operating Expenses

  Advertising                                                                  56,478                      -

  Compensation                                                                142,370                      -

  General and administrative                                                   77,150                  1,809

  Studio Rental                                                                48,653                      -

  Professional fees                                                            65,217                  4,043

Total Operating Expenses                                                      389,868                  5,852
                                                                           ------------               ---------
Loss from operations                                                         (261,585)                (5,852)

Other Income                                                                   10,968                      -
                                                                           -------------              ----------

Net Loss                                                                   $ (250,617)              $ (5,852)
                                                                        =====================   ==================


Net loss per share - basic and diluted                                        $ (0.14)                   $ -
                                                                        =====================   ==================
Weighted average number of shares outstanding
during the period - basic and diluted                                       1,803,772              1,500,000
                                                                        =====================   ==================

</TABLE>
          See accompanying notes to consolidated financial statements
                                       F-27

<PAGE>

                     EXPLORATIONS GROUP, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<S>                                            <C>       <C>         <C>        <C>             <C>       <C>           <C>

                                                      Convertible         Common Stock          Common Stock Issuable
                                                  Preferred Stock       $.01 Par Value           $.01 Par Value          Additional
                                               Shares     Amount      Shares       Amount      Shares      Amount    Paid-in Capital
                                              --------   -------     -------     --------     --------   --------    ---------------
Balance at December 31, 2000                     -        $ -      1,500,000     $ 15,000       -          $ -        $ 251,251

Net loss for the year ended December 31, 2001    -          -            -            -       -            -             -
                                              --------  ---------    --------    --------     --------   --------    ---------------


Balance at December 31, 2001                     -          -     1,500,000       15,000       -            -          251,251

Sale of common shares in private placement       -          -      428,189        4,282       -            -           38,537

Sale of Preferred shares in private placement    5,175      52        -             -         -            -           10,298

Common stock issued for services                 -          -      187,497        1,874      3,460         35          61,138

Shares issued for debt                           5,848      58     221,353        2,214        -            -          31,561

Conversion of common stock to preferred stock   12,566    126     (251,313)      (2,513)       -            -           2,387

Net loss for the year                             -         -         -              -          -            -             -
                                                --------  ----  -------------   ---------- ---------    --------   -------------
Balance at December 31, 2002                    23,589  $ 236    2,085,726     $ 20,857      3,460       $ 35       $ 395,172
                                                ========  ====  =============   ========== =========    ========   =============
</TABLE>

See accompanying notes to consolidated financial statements

                                       F-28
<PAGE>

                     EXPLORATIONS GROUP, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<S>                                                     <C>          <C>               <C>

                                                                                       Total
                                                       Accumulated    Deferred         Stockholders'
                                                       Deficit        Compensation     Deficit
                                                      -------------   ------------    --------------
Balance at December 31, 2000                          $ (273,418)         $ -      $     (7,167)

Net loss for the year ended December 31, 2001             (5,852)           -            (5,852)
                                                      -------------   ------------    --------------


Balance at December 31, 2001                            (279,270)           -           (13,019)

Sale of common shares in private placement                 -                -            42,819

Sale of Preferred shares in private placement              -                -            10,350

Common stock issued for services                           -          (25,500)           37,547

Shares issued for debt                                     -                -            33,833

Conversion of common stock to preferred stock              -                -             -

Net loss for the year                                  (250,617)            -          (250,617)
                                                     ------------    ------------    -------------
Balance at December 31, 2002                         $ (529,887)  $   (25,500)   $     (139,087)
                                                     ============    ===========     =============
</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-28-a
<PAGE>

                        Explorations Group, Inc. and Subsidiary
                         Consolidated Statements of Cash Flows
<TABLE>
<S>                                                                                                 <C>                   <C>
                                                                                                       For the Year Ended

                                                                                                           December 31,

                                                                                                    2002                   2001
                                                                                               -------------            ---------
Cash Flows From Operating Activities:

Net loss                                                                                         $ (250,617)              $ (5,852)

  Adjustments to reconcile net loss to net cash used in

    operating activities:

  Depreciation                                                                                        2,004                      -

  Stock based compensation, advertising and outside services                                         37,547                      -

Changes in assets and liabilities
Increase (decrease) in:

  Accounts payable                                                                                   (1,854)                    24
  Accrued Expenses                                                                                   69,301                      -

  Unearned revenue                                                                                   13,856                      -
                                                                                                --------------             ---------
Net Cash Used In Operating Activities                                                              (129,763)                (5,828)
                                                                                                --------------             ---------
Cash Flows from Investing Activities:

  Purchase of propery and equipment                                                                 (16,987)                     -
                                                                                                --------------             ---------
Net Cash Used In Investing Activities                                                               (16,987)                     -
                                                                                                --------------             ---------
Cash Flows from Financing Activities:

  Proceeds from sale of common and preferred stock                                                   53,169                      -

  Loan proceeds from related parties                                                                 96,960                  6,500
                                                                                                --------------             ---------
Net Cash Provided By Financing Activities                                                           150,129                  6,500
                                                                                                --------------             ---------
Net (Decrease) Increase in Cash                                                                       3,379                    672

Cash - Beginning of Year                                                                              1,044                    372
                                                                                                --------------             ---------
Cash - End of Year                                                                                  $ 4,423                $ 1,044
                                                                                                ==============             =========
Cash Paid During the Year for Interest and Taxes:

    Income Taxes                                                                                    $ -                    $ -
                                                                                                ==============             =========

    Interest                                                                                        $ -                    $ -
                                                                                                ==============              ========
Supplemental Disclosure of Noncash Investing and Financing Activities:

    Common stock and preferred stock issued for debt                                               $ 33,833                    $ -
                                                                                                ===============             ========
</TABLE>
              See accompanying notes to consolidated financial statements

                                          F-29
<PAGE>

                     Explorations Group, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Nature of Operations

In  February  2001,  Explorations   Entertainment  &  Education,   Inc.  (f.k.a.
Explorations of Boca Raton, Inc.), (see below) reorganized by forming a Delaware
holding company,  Explorations  Group,  Inc., (the "Company") which acquired the
common stock of Explorations  Entertainment  & Education,  Inc. on a one-for-one
basis.  All share and per  share  data and  amounts,  par  value,  and the legal
effects of reorganization in the accompanying  consolidated financial statements
have been retroactively restated to reflect the reorganization.

Under the  trade  name  "Explorations,"  the  Company's  subsidiary  operated  a
children's  indoor  physical  fitness  and  entertainment  center in Boca Raton,
Florida  that  included  proprietary  features  and a  licensed  character.  The
Company's  subsidiary  was also in the  business of licensing  the  Explorations
concept.

In January  1999,  the Company's  subsidiary  closed its facility and ceased its
prior operations while it considered its operating options. In January 2000, the
Company's  subsidiary  re-entered  the  development  stage  as  an  organization
providing  consulting  services to businesses engaged in private children's care
and entertainment  activities. In January 2002, the Company changed its strategy
to the "Pop Starz"  concept of providing  dance  classes,  modeling,  and talent
management.  During 2002 the Company's  subsidiary  emerged from the development
stage.

In February 2002,  the Company  changed the name of its subsidiary to Pop Starz,
Inc.

(B) Use of Estimates

     In preparing the  consolidated  financial  statements  in  conformity  with
     accounting  principles generally accepted in the United States,  management
     is required to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and the disclosure of contingent  assets
     and liabilities at the date of the  consolidated  financial  statements and
     revenues and expenses  during the reported  period.  Actual  results  could
     differ from those estimates.

(C) Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
     Explorations Group, Inc. and its wholly-owned  subsidiary,  Pop Starz, Inc.
     All material intercompany transactions and balances have been eliminated.

(D) Cash and Cash Equivalents

     For  purposes  of the  consoloidated  cash  flow  statements,  the  Company
     considers all highly liquid  investments with original  maturities of three
     months or less at time of purchase to be cash equivalents.

(E) Stock Based Compensation

     In accordance with Statement of Financial  Accounting Standards Number 123,
     the Company has elected to account for stock options and warrants issued to
     employees under  Accounting  Principles Board Opinion Number 25 and related
     interpretations. The Company accounts for stock options and warrants issued
     to  consultants  and other  non-employees  under the fair  value  method of
     Statement of Financial Accounting Standards 123.

(F) Income Taxes

     The  Company  accounts  for income  taxes  under the  Financial  Accounting
     Standards Board  Statement of Financial  Accounting  Standards  Number 109,
     "Accounting for Income Taxes"  ("Statement  No. 109").  Under Statement No.
     109,  deferred tax assets and liabilities are recognized for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax basis.  Deferred tax assets and  liabilities are measured using enacted
     tax rates  expected to apply to taxable  income in the years in which those
     assets or  liabilities  are  expected to be  recovered  or  settled.  Under
     Statement  109,  the effect on  deferred  tax assets and  liabilities  of a
     change in tax rates is recognized in income in the period that includes the
     enactment date.

(G) Loss per Share

     Net income  (loss) per common  share for the years ended  December 31, 2002
     and 2001 is based upon the  weighted  average  common  shares and  dilutive
     common  stock  equivalents  outstanding  during  the  year  as  defined  by
     Statement of  Financial  Accounting  Standards,  Number 128  "Earnings  Per
     Share." The assumed exercise of 375,000 common stock equivalents,  prior to
     cancellation,  was not utilized since the effect was  anti-dilutive  due to
     the net loss.

                                       F-30
<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002


NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                                  (CONTINUED)

(H) Property and Equipment

     Property and equipment  which  includes  computers of $3,045,  equipment of
     $2,180 and  furniture of  $11,762,  are stated at cost.  Depreciation  and
     amortization are provided using the straight-line method over the estimated
     economic  lives  of the  assets,  which  are  from  three  to  five  years.
     Depreciation  expense  was $2,004 and $0 for the years ended  December  31,
     2002 and 2001.

     Expenditures  for major  renewals  and  betterments  that extend the useful
     lives  of  property  and  equipment  are   capitalized.   Expenditures  for
     maintenance and repairs are charged to expense as incurred.

(I)  Impairment of Long-lived Assets

     The Company reviews long-lived assets for impairment whenever circumstances
     and  situations  change such that there is an indication  that the carrying
     amounts may not be recovered.  At December 31, 2002,  the Company  believes
     that there has been no impairment of its long-lived assets.

(J)  Revenue Recognition

     Revenues  are  recognized  pro rata over the  number of  classes in a class
     term. The term of a class is approximately two months. Student payments are
     required  to be paid in full prior to the start of a term and are  deferred
     until  earned.   Such  payments  are  shown  as  deferred  revenue  on  the
     accompanying consolidated balance sheet.

(K) Advertising

     Advertising  costs are expensed as incurred.  For the years ended  December
     31, 2002, and 2001 advertising expense was $56,478 and $0, respectively.

(L) Fair Value of Financial Instruments

     The  carrying  amounts  reported  in the  consolidated  balance  sheet  for
     accounts  payable,  accrued  expenses and loans payable to related parties.
     approximate   fair  value  based  on  the  short-term   maturity  of  these
     instruments.

(M) Recent Accounting Pronouncements

     Statement No. 141 "Business  Combinations" ("SFAS 141") requires the use of
     the  purchase   method  of   accounting   and  prohibits  the  use  of  the
     pooling-of-interest   method  of  accounting   for  business   combinations
     initiated after June 30, 2001. It also requires that the Company  recognize
     acquired intangible assets apart from goodwill.  The implementation of SFAS
     141 on  October  1, 2002 did not have a  material  effect on the  Company's
     financial position, results of operations or liquidity.

     Statement  No. 142  "Goodwill  and Other  Intangible  Assets"  ("SFAS 142")
     provides new guidance  concerning  the  accounting  for the  acquisition of
     intangibles,  except  those  acquired in a business  combination,  which is
     subject  to SFAS 141,  and the  manner in which  intangibles  and  goodwill
     should be accounted for subsequent to their initial recognition. Generally,
     intangible  assets  with  indefinite  lives,  and  goodwill,  are no longer
     amortized;  they are  carried  at lower of cost or market  and  subject  to
     annual  impairment  evaluation,  or  interim  impairment  evaluation  if an
     interim  triggering  event  occurs,  using a new fair market value  method.
     Intangible assets with finite lives are amortized over those lives, with no
     stipulated  maximum,  and an  impairment  test  is  performed  only  when a
     triggering  event occurs.  This statement is effective for all fiscal years
     beginning  after  December  15,  2001.  The  implementation  of SFAS 142 on
     October  1,  2002  did  not  have  a  material   effect  on  the  Company's
     consolidated financial position, results of operations or liquidity.

     Statement No. 143,  "Accounting for Asset Retirement  Obligations,"  ("SFAS
     143")  requires  entities  to record the fair value of a  liability  for an
     asset retirement obligation in the period in which it is incurred. When the
     liability  is  initially  recorded,   the  entity  capitalizes  a  cost  by
     increasing the carrying amount of the related  long-lived asset. Over time,
     the  liability  is  accreted  to its  present  value each  period,  and the
     capitalized  cost is depreciated over the useful life of the related asset.
     Upon  settlement of the liability,  an entity either settles the obligation
     for its  recorded  amount  or incurs a gain or loss  upon  settlement.  The
     standard is effective for fiscal years  beginning  after June 15, 2002. The
     adoption of SFAS 143 on October 1, 2002 is not  expected to have a material
     effect on the Company's consolidated results of operations or liquidity.


                                       F-31
<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002

(H) Recent Accounting Pronouncements (continued)

     Statement No. 144  "Accounting for the Impairment or Disposal of Long-Lived
     Assets"  ("SFAS 144")  supercedes  Statement  No. 121  "Accounting  for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
     of" ("SFAS  121").  Though it retains  the basic  requirements  of SFAS 121
     regarding  when and how to measure an  impairment  loss,  SFAS 144 provides
     additional   implementation   guidance.  SFAS  144  excludes  goodwill  and
     intangibles  not being  amortized  among  other  exclusions.  SFAS 144 also
     supercedes the provisions of APB 30, "Reporting the Results of Operations,"
     pertaining to discontinued operations. Separate reporting of a discontinued
     operation  is still  required,  but SFAS 144  expands the  presentation  to
     include a component of an entity,  rather than strictly a business  segment
     as defined in SFAS 131,  Disclosures  about  Segments of an Enterprise  and
     Related  Information.  SFAS 144 also  eliminates  the current  exemption to
     consolidation  when control over a  subsidiary  is likely to be  temporary.
     This statement is effective for all fiscal years  beginning  after December
     15, 2001. The  implementation of SFAS 144 on October 1, 2002 did not have a
     material effect on the Company's consolidated  financial position,  results
     of operations or liquidity.

     Statement  No.  145,  "Rescission  of FASB  Statements  No. 4, 44,  and 64,
     Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145")
     updates,  clarifies,  and simplifies  existing  accounting  pronouncements.
     Statement No. 145 rescinds Statement 4, which required all gains and losses
     from  extinguishment of debt to be aggregated and, if material,  classified
     as an  extraordinary  item, net of related income tax effect.  As a result,
     the  criteria  in Opinion 30 will now be used to  classify  those gains and
     losses.  Statement  64  amended  Statement  4, and is no  longer  necessary
     because  Statement  4 has  been  rescinded.  Statement  44  was  issued  to
     establish  accounting  requirements  for the effects of  transition  to the
     provisions of the motor  Carrier Act of 1980.  Because the  transition  has
     been completed,  Statement 44 is no longer necessary.  Statement 145 amends
     Statement 13 to require that certain lease modifications that have economic
     effects similar to sale-leaseback transactions be accounted for in the same
     manner as  sale-leaseback  transactions.  This amendment is consistent with
     FASB's goal requiring  similar  accounting  treatment for transactions that
     have similar economic effects. This statement is effective for fiscal years
     beginning  after May 15, 2002.  The adoption of SFAS 145 on October 1, 2002
     is not  expected to have a material  impact on the  Company's  consolidated
     financial position, results of operations or liquidity.

     Statement  No. 146,  "Accounting  for Exit or Disposal  Activities"  ("SFAS
     146") addresses the  recognition,  measurement,  and reporting of cost that
     are  associated  with  exit and  disposal  activities  that  are  currently
     accounted for pursuant to the guidelines set forth in EITF 94-3, "Liability
     Recognition for Certain  Employee  Termination  Benefits and Other Costs to
     exit an Activity  (including  Certain Cost  Incurred in a  Restructuring),"
     cost  related to  terminating  a contract  that is not a capital  lease and
     one-time benefit  arrangements  received by employees who are involuntarily
     terminated - nullifying the guidance  under EITF 94-3.  Under SFAS 146, the
     cost  associated  with an exit or disposal  activity is  recognized  in the
     periods  in  which it is  incurred  rather  than at the  date  the  Company
     committed  to the  exit  plan.  This  statement  is  effective  for exit or
     disposal  activities   initiated  after  December  31,  2002  with  earlier
     application encouraged.  The adoption of SFAS 146 is not expected to have a
     material impact on the Company's consolidated  financial position,  results
     of operations or liquidity.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
     Standards No. 148, Accounting for Stock-Based Compensation - Transition and
     Disclosure.  Statement  148 provides  alternative  methods of transition to
     Statement  123's fair value method of accounting for  stock-based  employee
     compensation. It also amends the disclosure provisions of Statement 123 and
     APB Opinion No. 28, Interim Financial  Reporting,  to require disclosure in
     the  summary  of  significant  accounting  policies  of the  effects  of an
     entity's  accounting with respect to stock-based  employee  compensation on
     reported net income and earnings per share in annual and interim  financial
     statements.   Statement  148's  amendment  of  the  transition  and  annual
     disclosure  requirements  of Statement's 123 are effective for fiscal years
     ending after December 15, 2002. Statement 148's amendment of the disclosure
     requirements of Opinion 28 is effective for interim periods beginning after
     December 15, 2002.

NOTE 2 - COMMITMENTS

(A) Consulting Agreement

     On May 12, 2000, the Company executed a 730-day  consulting  agreement (the
     "Agreement")  with a related  party  whereby the  consultant  would provide
     general  strategic  planning  services as stipulated in the Agreement.  The
     consultant  was to  receive  transferable  options to  purchase  20% of the
     Company's   outstanding  or  reserved  common  stock  measured  immediately
     following complete exercise of the option. The consultant had the option to
     exercise  such stock  options at a 50%  discount  from the stated  exercise
     price prior to such  issuance,  as  stipulated  in the  Agreement.  The
     aggregate  exercise price was $50,000 for all options.  The consultant also
     had the right to cashless  exercise.  The options  were  granted in lieu of
     stipulated  hourly  cash  consulting  fees for up to 200 hours  during  the
     initial six months of the  agreement.  In May 2002,  the option  portion of
     this  agreement was  consolidated  into a revolving  loan agreement and the
     consulting agreement was terminated.


                                       F-32

<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002

NOTE 2 - COMMITMENTS (CONTINUED)

(B) Operating Lease

     A related party of the Company leases office space in Boca Raton,  Florida.
     In 2002,  the Company  began using a portion of this office  space and pays
     the related party $1,700 per month. Office rent expense for the years ended
     December 31, 2002 and 2001 amounted to $8,700 and $0 respectively.

(C) Employment Agreements

     In January 2002, the Company's  subsidiary  executed a five-year  automatic
     renewing employment agreement with its president, which provides for annual
     cash  compensation of $75,000 per year.  Unpaid amounts accrued at December
     31, 2002 were $68,750 and are included in accrued expenses.

     In May 2002, the Company engaged a general counsel who was paid a base cash
     salary (equivulant of $20,00 per year) and $2,500 worth of common shares of
     the Company per month computed  based on the average  closing price for the
     month ended. Until the Company's common stock is publicly traded, he was to
     receive 5,000 shares per month. On July 1, 2002, the agreement was amended.
     Effective July 1, 2002, as consideration for his services,  the Company has
     agreed to compensate  him according to the Company's pro rata share,  which
     is  currently  50% (based on the number of clients for whom he is providing
     legal  services)  of (1) his current base salary of $ $700 per week in cash
     and (2) $400 per week in Common  Stock.  The equity  portion is paid at the
     end of each month,  and is paid by an  equivalent  amount of the  Company's
     Common Stock calculated by using its average closing  transaction price for
     the month then-ended.  Until the Company's common stock is publicly traded,
     the shares are currently being valued at $0.50 per share.

     In  July  2002,  the  Company  engaged  its  Chief  Financial  Officer  and
     Controller  who is paid hourly for services  performed  and $1,000 worth of
     common  shares of the  Company  per  month  computed  based on the  average
     closing  price for the month  ended.  Until the  Company's  common stock is
     publicly  traded,  he will  receive  2,000 shares per month (based on a per
     share value of $0.50).

     Effective  April 8, 2002, the Company  entered into an agreement with three
     individuals  (the  "Directors")  pursuant  to  which  they  will  serve  as
     corporate  directors.  The  agreement  is  for  a  term  of  one  year.  As
     consideration  for the  director's  services,  the members of the Company's
     board of directors will each receive monthly, 1,250 shares of the Company's
     Common  Stock  plus 625  additional  shares  for  service  on the audit and
     executive committee,  313 shares for each additional committee of the board
     of  directors  on which  they  serve  and 250  additional  shares  for each
     committee of the board of directors on which they serve as chair.

NOTE 3 - LOANS PAYABLE - RELATED PARTIES

     On February 11, 2002, the Company  borrowed $5,000 from two related parties
     the  Tucker  Family   Spendthrift  Trust  ("TFST")  and  the  Calvo  Family
     Spendthrift Trust ("CFST").  These entities are related through Yankees,  a
     member of which is the  spouse  of the  Company's  president.  The notes of
     $2,500 were bearing  interest at prime plus 2% and were due in one year. In
     June 2002, the Company  converted these loans and accrued interest totaling
     $5,101  into  51,008  shares of common  stock  (See Note 4).  Additionally,
     through December 31, 2002, the Company borrowed an additional  $40,000 from
     the TFST & CFST.  These notes of $40,000 are interest bearing at prime plus
     2% and are due in one year from date of note.

     On April 9,  2002,  the  Company  signed a loan  agreement  to borrow up to
     $100,000 in $1,000  increments from Yankee  Companies,  L.L.C ("Yankees") a
     company  affiliated  through  ownership  by the  spouse  of  the  Company's
     president.  The  loan  agreement  is for a term of 730  days  renewable  in
     one-year  increments and each loan drawn will have a one-year term and will
     be evidenced by a  promissory  note bearing  interest at prime plus 2%. The
     loans are secured by all present and future  assets of the Company.  On May
     6,  2002 (the  "exchange  date"),  the  Company  amended  its April 9, 2002
     $100,000  loan  agreement  with  Yankees to effect a  consolidation  of the
     warrants  issuable  under the  consulting  agreement and the prior $100,000
     loan agreement  discussed above. The amendment also canceled the consulting
     agreement.

     In exchange for the estimated 375,000 warrants issuable under the cancelled
     consulting  agreement,  the Company amended the loan agreement to stipulate
     that  $50,000 of loans made under the loan  agreement  may be  allocated to
     purchase  convertible  bonds.  At the  bondholder's  option,  the bonds are
     convertible  into an  amount  of common  stock of the  Company  equal to an
     aggregate of 20% of the total  outstanding  and reserved common stock after
     such issuance.  All other terms of the loan agreement remain unchanged.  As
     of December 31, 2002, no proceeds  under the loan  agreement were allocated
     to purchase a convertible  bond.  On May 31, 2002,  the rights to the bonds
     were assigned by Yankees LLC to the Tucker Family Spendthrift Trust and the
     Calvo Family Spendthrift Trust in equal shares.  Through December 31, 2002,
     the Company had borrowed  approximately $42,020 under promissory notes with
     terms described  above, of which $25,893 were converted into 141,970 shares
     of common  stock and 5,848  shares of  preferred  stock.  The amount due to
     Yankees under this agreement as of December 31, 2002 was $16,127.

                                       F-33
<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002

NOTE 3 - LOANS PAYABLE - RELATED PARTIES (Continued)

     On December 31, 2002,  the Company  borrowed  $7,000 from Blue Lake Capital
     Corp. ("Blue Lake"), a related party through common ownership.  The note of
     $7,000 bears interest at prime plus 2% and is due in one year.

NOTE 4 - STOCKHOLDERS' DEFICIT

(A)      Preferred Stock

          The Company has authorized 1,500,000 shares of preferred stock.

          In May 2002,  the  Company  authorized  the  issuance of up to 500,000
          shares of Class A Non-Voting  Convertible  Preferred Stock ("Preferred
          Stock").  Holders have the right to dividends,  when declared,  at the
          rate per share  twenty  times that paid to common  stockholders.  Each
          share of Preferred  Stock may be converted to 20 common  shares.  Such
          conversion rates are to be adjusted pursuant to any changes in capital
          structure.

          In June 2002, the Company sold 5,175 preferred shares for net proceeds
          of $10,350.

          In June 2002, the CFST exchanged  251,313 shares of their common stock
          for 12,566 shares of preferred  stock.  At the exchange date, the fair
          market  value of the issued  preferred  stock  equaled the fair market
          value of the  exchanged  common  shares  resulting  in no  charges  to
          operations.

          During June 2002, the Company issued 5,848 shares of preferred  shares
          in exchange for debt  amounting to $11,697.  The shares were valued at
          the offering price of $2.00 per share  resulting in no gain or loss on
          the transaction.

(B) Common Stock

          On August 9, 2002, with the majority approval of its shareholders, the
          Company  increased  the  authorized  number of its  common  stock from
          5,000,000 to 10,000,000 shares, $.01 par value.

          In June 2002,  the Company sold 428,189 common shares for net proceeds
          of $42,819.

          During June 2002, the Company issued 192,978 shares of common stock in
          exchange for debt amounting to $19,299.  The shares were valued at the
          contemporaneous  sale price of $.10 per share  resulting in no gain or
          loss on the transaction.

          In August 2002,  the Company  issued  28,375 common shares for debt of
          $2,837  based on the  contemporaneous  sales price of $0.10 per share,
          resulting in no gain or loss.

          During the year ended  December 31, 2002,  the Company  issued 190,957
          shares of common stock to  consultants,  employees  and  directors for
          services  rendered.  Of these shares , 81,077 were issued from January
          2002  through  September  2002 and were  valued  at $0.10 per share or
          $8,108 an amount  established by a  contemporaneous  sales price which
          occurred  in  June  2002.   The  $8,108  was  recorded  as  $2,608  of
          compensation  expense,  $2,500 of advertising  expense and,  $3,000 of
          outside  services.  In  September  2002,  20,000  common  shares  were
          exchanged for services  rendered  valued at $0.50 per share or $10,000
          based on an invoice from a service  provider,  establishing a new fair
          market value for all subsequent issuances of common stock for services
          rendered. The $10,000 was recorded as advertising expense.  During the
          remainder of the year the Company issued 89,880 shares of common stock
          valued at $0.50 per share or $44,940.  In connection  with issuance of
          common shares for services,  the Company recorded compensation expense
          of  $19,440  and  $25,500 in  deferred  compensation  relating  to the
          director  services to be rendered in 2003.  As of December  31,  2002,
          3,460 of these shares had not been  issued.  These shares are included
          in common stock issuable at December 31, 2002 (see Note 8).

(C) Stock Option Plan

          On April 8, 2002,  1998, the Board of Directors of the Company adopted
          a  Non-Qualified  Stock Option & Stock  Incentive Plan (the "Plan") to
          provide added  incentive for high levels of  performance  to officers,
          directors, employees,  consultants, and independent contractors of the
          Company.  Options  granted  under  the plan  are  designed  either  as
          incentive stock options or as  non-qualified  stock options.  The plan
          will terminate on April 8, 2012, unless earlier terminated.


                                      F-34

<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002


(C) Stock Option Plan (Continued)

          The Stock Option Plan authorizes  options for the purchase of up to an
          aggregate of 250,000 shares of the Company's common stock. The Company
          grants  non-qualified  and  incentive  stock  options.   Non-qualified
          options may be granted to officers, employees, directors, consultants,
          independent contractors,  or other service providers of the Company at
          an exercise price determined by the Stock Option Plan Committee of the
          Company's Board of Directors (the "Committee") which shall be at least
          equal to 100% of the fair market value of the common stock at the date
          of the grant. Incentive stock options may only be granted to officers,
          employees,  and directors, who are also employees of the Company at an
          exercise price  determined by the  Committee,  which shall not be less
          than 100% of the fair market  value of the common stock at the date of
          grant and may not be less than  110% of the fair  market  value of the
          common stock at the date of grant if granted to an  individual  owning
          more than ten percent of the total combined voting power.

          Options are  exercisable  at dates and  conditions  determined  by the
          Committee  at the  time  of  grant.  However,  an  option  may  not be
          exercised  after  the  expiration  of 10  years  from  the  date it is
          granted.  In the case of  incentive  stock  options,  the term may not
          exceed five years if granted to an option  holder owning more than ten
          percent of the total  combined  voting power.  Through the date of the
          accompanying  audit  report,  no stock options have been granted under
          the plan.

(D) Stock Options

          A summary of non-plan  stock  options  outstanding  as of December 31,
          2002 is as follows:

                                          Number of         Weighted Average
                                          Options           Exercise Price
                                          -------------     ------------------
         Stock Options
         Balance at December 31, 2000     375,000           $       0.07
         Granted                                -           $          -
         Exercised                              -           $          -
         Forfeited                              -           $          -
                                          --------------   ---------------------
         Balance at December 31, 2001     375,000           $       0.07
         Granted                                -           $          -
         Exercised                              -           $          -
         Forfeited                       (375,000)          $      (0.07)
                                         ----------------   --------------------
         Balance at December 31, 2002           -           $          -
                                         ================   ====================
         Options exercisable at
                   December 31, 2002            -           $          -
                                         ================   ====================

NOTE 5 - INCOME TAXES

          There is no current  income tax provision for the years ended December
          31, 2002 and 2001 due to the Company's net loss.

          The Company's tax expense  differs from the "expected" tax expense for
          the years ended  December 31, 2002 and 2001  (computed by applying the
          Federal  Corporate  tax rate of 34 percent to loss before  taxes),  as
          follows:

                                                     2002               2001
                                                --------------     -------------
Computed "expected" tax expense (benefit)      $    (85,210)    $     (1,989)

Change in valuation allowance                        85,210             1,989
                                                --------------     -------------
                                               $          -     $          -
                                                ==============     =============


                                      F-35

<PAGE>

                     Explorations Group, Inc. and Subsidiary
             Notes to Consolidated Financial Statements (continued)
                                December 31, 2002


NOTE 5 - INCOME TAXES (Continued)

          The tax effects of temporary differences that give rise to significant
          portions of deferred tax assets and  liabilities  at December 31, 2002
          is as follows:

                                              2002
                                        ---------------
Deferred tax assets:
Net operating loss carryforward            $ 180,162
                                        ---------------
Total gross deferred tax assets              180,162

Less valuation allowance                    (180,162)
                                        ---------------
Net deferred tax assets                    $       -
                                        ===============

The net change in the  valuation  allowance  during the year ended  December 31,
2002 was an increase of $85,210

At December  31,  2002,  the Company had net  operating  loss carry  forwards of
approximately  $492,000  for income tax  purposes,  available  to offset  future
taxable  income  expiring  on  various  dates  through  2022.  Usage  of the net
operating  losses may be limited if the Company  undergoes a change in ownership
or change in business, or by the alternative minimum tax.

In assessing the realizability of the deferred tax assets,  management considers
whether it is more likely than not that some portions or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future taxable income or changes in ownership
or  business  during  the  periods  in which the  temporary  differences  become
deductible.  Due  to  the  Company's  reorganization  and  the  ceasing  of  all
operations,  except for consulting  activities,  it is more likely than not that
the deferred tax assets will not be realized.

NOTE 6 - GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going  concern.  The  Company  has  a
stockholders'  defict of $139,087 and working capital  deficiency of $154,070 as
of December 31, 2002 and had net losses and cash used in  operations of $250,617
and $129,693  respectively,  in 2002. These conditions raise  substantial  doubt
about the Company's ability to continue as a going concern.

Management is in the process of implementing its new business plan and has begun
to generate  revenues  through the classes  offered by it operating  subsidiary.
Certain  related  parties  continue  to fund the  Company  with loans as needed.
Management  believes the actions it is taking allow the Company to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments  that might be  necessary  if the Company is unable to continue as a
going concern.

NOTE 7 - CONCENTRATION OF CREDIT RISK

Currently,  Yankees and its members,  a related  party,  is the  Company's  only
source of funding.

NOTE 8 - SUBSEQUENT EVENTS

On January  23,  2003,  3,460  shares of our common  stock were issued that were
issuable as of December 31, 2002 (See Note 4(B)).

On  February  12,  2003,  the Company  issued  5,575  shares of common  stock to
consultants,  employees and directors for services rendered.  The Company valued
these common  shares at the fair market value on the dates of issuance or $2,788
or $.50 per share based on a contemporaneous sale price.


                                      F-36
<PAGE>


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     Neither  the  Company  nor Pop  Starz  has had any  disagreements  with any
accountants concerning required financial disclosure during the past two years.

                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors and Executive Officers

     The following  persons serve as members of the Company's board of directors
and as executive officers, in the capacities indicated:

Name                       Age (1)    Term (2)       Positions
----                       --------   --------       ---------
Michelle Tucker            44          (3)           Director and President
Vanessa H. Lindsey         31          (4)           Director, Secretary,
                                      Treasurer and Chief Administrative Officer
Steven Adelstein           55       (5)(6)           Director
Kevin W. Dornan            50          (7)           Securities Counsel
Adam Wasserman             38          (8)           Chief Financial Officer,
                                                     Controller
------
(1)  As of March 31, 2003.

(2)  All  directors  were  elected  for a term ending at such time as his or her
     successor  is  elected  at  the  next  annual   meeting  of  the  Company's
     stockholders  and is  qualified in office,  and all  officers  serve at the
     pleasure of the board of directors,  subject to any  contractual  rights to
     compensation that may survive their termination.

(3)  Michelle  Tucker has served as a director and officer of the Company  since
     February 12, 2001.

(4)  Vanessa H. Lindsey has served as a director and officer  since  February 1,
     2001.

(5)  Steve Adelstein has served as a director since April 8, 2002.

(6)  The  Company's  board  of  directors  has an  Audit  Committee.  The  Audit
     Committee  meets with  management  to consider the adequacy of the internal
     controls of the Company and the  objectivity  and accuracy of the Company's
     financial  reporting.  The  Audit  Committee  selects  and  meets  with the
     Company's independent  accountants and with appropriate financial personnel
     about these matters.  The Audit Committee is comprised of Steve  Adelstein.
     As of the date of this Report,  one meeting has been held.  Audit Committee
     members serve at the pleasure of the Company's board of directors.

(7)  Mr. Dornan was engaged as the Company's  securities  counsel effective July
     1, 2002.

(8)  Mr.  Wasserman was engaged as the  Company's  chief  financial  officer and
     controller effective July 1, 2002.


     The  Company's  board  of  directors  sets  corporate  policies  which  are
implemented by the Company's management and, when applicable,  the management of
the Company's  subsidiaries.  In the event that the Company's board of directors
determines that a board member faces a conflict of interest,  for any reason, it
is expected  that the subject  director  will  abstain from voting on the matter
which raised the issue.  The  Company's  board of directors has acted by written
consent  in lieu of a meeting 10 times,  and passed a series of 60  resolutions,
during the period from  February 12, 2001 to December 31,  2002.  The  Company's
stockholders  acted by written consent in lieu of a meeting 2 times and passed a
series of 7 resolutions.

                                     Page 37

<PAGE>



Biographies of Directors and Executive Officers

Michelle Tucker, Director (chair), president and chief executive officer

     Michelle Tucker, age 44, serves as the Company's president, chief executive
officer and as a director  since February 12, 2001, and has served as an officer
and director of Pop Starz since the Company was  incorporated  in October  1996.
Prior to founding Pop Starz,  Mrs.  Tucker  provided  volunteer  services to the
community  such as working  with the crisis line at the Shelter  Home for Abused
Women and various other community  programs.  Mrs. Tucker received a Bachelor of
Science Degree in Criminal  Justice from the University of Florida in 1979. From
1984 to 1986,  Mrs.  Tucker  continued her education  toward a Masters Degree by
attending Florida Atlantic University and Florida International University.

Vanessa H. Lindsey, Director, secretary, chief administrative officer

     Vanessa H. Lindsey,  age 31,  serves as the  Company's  secretary and chief
administrative  officer and as a director since February 12, 2001, and served as
a member of the board of directors  and as an officer of Pop Starz from February
1, 2001 to January  25,  2002.  From 1995 to 2001 she was  employed as the chief
administrative  officer of Diversified  Corporate  Consulting  Group,  L.L.C., a
Delaware limited liability company engaged in providing  diversified  consulting
services and in filing  EDGARized  documents  for clients  with the  Commission.
Since 1996 she has been  employed by the  Southeast  Companies,  Inc., a Florida
corporation,  involved in the entertainment  industry, in business and political
consulting  and  as  a  licensed  mortgage  brokerage  company,   as  its  chief
administrative officer and currently serves as its vice president and secretary.
She is also the secretary and chief  administrative  officer for Yankees,  which
originally  served as a strategic  consultant to the Company.  Mrs. Lindsey held
the  position of secretary of the Marion  County  Libertarian  Party and was the
campaign  treasurer  for the Cyndi Calvo for State  Senate,  District 8 Campaign
from 1998 to 2000.  Since  January  1999 she has served as  secretary  and chief
administrative  officer for Colmena Corp., a publicly held Delaware corporation,
effective February 1, 2000 she became a member of its board of directors and was
elected as Vice  President on June 14, 2001.  From November 11, 1999 to June 13,
2001,  she served as secretary  for AmeriNet  Group.com,  Inc.(currently  Fields
Technologies,  Inc.),  a publicly  held  Delaware  corporation,  and served as a
member of its board of  directors  from April 6, 2000 to June 13,  2001.  She is
currently the Vice  President and Secretary of Southern  Capital  Group,  Inc, a
Florida  corporation,  and is a licensed mortgage broker. Mrs. Lindsey serves as
chief  administrative  officer  for the  Company  with the  consent of  Yankees,
subject to the  provision  that in the event of a  conflict  of  interest,  Mrs.
Lindsey's duty of loyalty to Yankees will take priority.

Steven Adelstein, Director, Audit Committee Chairman

     Steven  Adelstein,  age 55,  serves as a member of the  Company's  board of
directors since April 8, 2002. He is currently a non-practicing Certified Public
Accountant,  graduated  from the  University  of South  Florida  in 1969 and was
employed for several years by KPMG, LLP. Mr. Adelstein has also been involved in
a variety of entrepreneurial  ventures. In the mid 1990s Mr. Adelstein became an
active  venture  capitalist  and  entrepreneur,  and  has  invested  in  several
development  stage entities.  He is presently a member of the board of directors
of IBX Group, Inc., a publicly held Florida corporation;  president and director
of AUW,  Inc. and  Adelstein  Productions,  Inc.,  Florida  corporations;  and a
primary  consultant to Florida Studios,  Inc., a private entity developing sound
stages in South Florida.

Kevin W. Dornan, Esquire,  Securities counsel

     Kevin W. Dornan,  age 50 , was engaged as the Company's  securities counsel
effective  July 1,  2002.  He is a  graduate  of the  Johns  Hopkins  University
(Bachelor of Arts, philosophy, 1973); the University of North Carolina at Chapel
Hill (Master of Arts,  philosophy,  1975);  the Catholic  University  of America
(Master of Arts, religious studies, 1979); and the University of Maryland School
of Law (Juris Doctor,  1987),  where he served as editor-in-chief of the 1986-87
Maryland Law Review.  During law school, he also served as a judicial intern for
The Honorable James R. Miller,  Jr., of the U.S. District Court for the District
of Maryland.  In 1997,  Mr. Dornan became the general  counsel for DWA Corp.,  a
telecommunications  company in St. Augustine,  Florida.  In June 2001, he became
the general  counsel (as of July 1, 2002, the corporate and securities  counsel)
for Yankees as well as for Colmena Corp, a publicly  held Delaware  corporation.
He is admitted to practice before the Court of Appeals of Maryland; the District
of Columbia Court of Appeals;  the Supreme Court of Florida;  the U.S. Courts of
Appeals for the District of Columbia, Second, Fourth, and Eleventh Circuits; and
the U.S.  District Courts for the District of Maryland,  the Eastern and Western
Districts of Arkansas,  the  District of  Columbia,  and the Middle  District of
Florida.  Mr.  Dornan has served since 1996 as an adjunct  professor of business
ethics at Saint Leo University in Saint Leo and St. Augustine,  Florida,  and as
an  adjunct  professor  of  management  and  business  at Eckerd  College in St.
Petersburg,  Florida.  In 1998,  he was named to Who's Who in American  Law. Mr.
Dornan serves as securities  counsel to the Company with the consent of Yankees,
subject  to the  provision  that in the event of a  conflict  of  interest,  Mr.
Dornan's duty of loyalty to Yankees will take priority.

                                     Page 38

<PAGE>

Adam Wasserman, Chief financial officer and controller

     Adam  Wasserman,  age 38, was  elected  as our  Company's  chief  financial
officer and controller effective July 1, 2002. Mr. Wasserman holds the degree of
Bachelor of  Administration  from the State University of New York at Albany. He
is a  Certified  Public  Accountant  (New  York),  and a member of The  American
Institute of Certified Public Accountants and the Florida Institute of Certified
Public  Accountants.  Mr.  Wasserman  currently  serves as the  chief  executive
officer and  director of CFO Oncall,  Inc.,  a firm  specializing  in  financial
consulting  services  that he  founded  in 1999,  which is  located  in  Weston,
Florida.  From 1991 to 1999, he was an audit  manager at American  Express Tax &
Business in Fort Lauderdale,  Florida,  where he served as an outsourced CFO and
advisor to a  diversified  clientele in the  technology,  medical,  retail,  and
service  industries in both the private and public  sectors.  Mr.  Wasserman has
also served with  Deloitte & Touche,  LLP in New York City,  where he  conducted
audits of public and private companies, tax preparation and planning, management
consulting,  and systems design.  .He currently  serves as the Treasurer of Gold
Coast Venture Capital Club, was a former officer of Toastmasters  International,
and is a member of the Florida  Venture  Forum,  Weston  Chamber of Commerce and
Broward  County  Chamber of  Commerce.  Since  March 2002 he has served as Chief
Financial  Officer and  Controller  for Colmena  Corp., a publicly held Delaware
corporation.

Other Significant Employees

     In  addition  to  the  Company's  executive  officers  and  directors,  the
executive  officers  and  directors  of its  operating  subsidiary,  Pop  Starz,
constitute significant employees:

Tawanna Hall-Charlton, Pop Starz' artistic director:

     Ms.  Hall-Carlton  graduated  from the New  World  School  of the Arts High
School  Division,  located in Miami,  Florida,  in 1993.  She also  received  an
associate  of arts  degree  from  the New  World  School  of the  Arts,  College
Division,  in 1995. The courses she studied  included  dance  history,  music of
dance,  anatomy,  dance  criticism and dance  production.  She has also received
technique training at the New World School of the Arts in ballet,  modern, jazz,
tap, African,  composition,  improvisation and pilates.  From 1994 through 1998,
she was an  instructor  at Joe  Michael's  Miami Dance Center  located in Miami,
Florida,  where she served as the head of Hip-Hop and Jazz for directors Mia and
Dana  Michaels.  From May 1997 through 1998,  she was an instructor at the Coral
Reef  Magnet  High School in Miami,  Florida,  where she served as guest  master
teacher and  choreographer.  From 1997 until 2001,  she was an instructor at the
Dade County Magnet School Workshop in Miami, Florida,  where she taught over 300
middle and high school students. Since August 1998 she has served as head of the
Hip Hop  Departments  at The Dance Space,  Carol  Golbert's  School of Dance and
Peggy  Brown  School of Dance,  all in Miami,  Florida,  and has taught  Hip-Hop
master  classes and  choreography  for the South Miami Middle Magnet  Program in
Miami, Florida. Since 1999, she has served as a guest teacher for the dance team
at the Dance  Alliance  Summer Camp and at The Edge in Los Angeles,  California,
where  she has  taught  over  300  students  of all  ages.  Ms.  Hall-Charlton's
professional  dance  experience  includes  performance as a dancer and the guest
choreographer  for the Darrin  Henson  Dance  Grooves Tour in Miami and Orlando,
Florida since 2001;  performance as a dancer and the  choreographer for the 2001
Hip Hop Source  Awards in Miami Beach,  Florida,  where she worked with artists:
Teddy  Riley,  Scar  Face,  and  Ben  Zino;  performance  as a  dancer  and  the
choreographer  for music video artist  Prince  Raheem at Slip & Slide Records in
Miami, Florida during 1997;  performance as a dancer and the choreographer for a
music video by rhythm and blues artist Nicole,  Miami,  Florida (Sony  Records);
performance  as a  dancer  and the  choreographer  for the 1995  world  renowned
fashion designer Karl Kani Fashion Show in Miami, Florida; performed as a dancer
and the  choreographer  of the  opening  act for  comedian  Jamie  Foxx in 1995;
performed  as a dancer  and the  choreographer  for the 1994  Reebok  Sportswear
Fashion  Show Miami,  Florida;  and  performed as a dancer for the 1994 99.1 Jam
Summer Jam Tour in Miami,  Florida. Her work has been recognized through receipt
of the following awards: NBA Miami Heat Dance Team, Miami, Florida; 1999 through
2001, New York City Dance  Alliance,  Fort Myers,  Florida,  Overall High Score,
Critic's Choice and Outstanding  Specialty;  1999 through 2002, West Coast Dance
Explosion Finals,  Orlando,  Florida,  1st Place, Overall High Score; 1999 Urban
Jam Dance,  Orlando,  Florida,  Overall High Score, 1st Place;  ShowBiz National
Competition, Top 3, Miami, Florida, Choreographer; L.A. Danceforce,



                                     Page 39

<PAGE>



Orlando,  Florida,  1st place,  Choreography  Award; 1998 through 1999, Tremaine
National Competition-1st place, Superintendent's Dance Showcase, Miami, Florida,
Dade Association of Dance Educators.

Family Relationships

     There are no family  relationships among the current officers and directors
of the Company.

Involvement in Certain Legal Proceedings

     Based on information  provided to the Company's  legal counsel,  during the
five year period  ending on  December  31,  2002,  no current  director,  person
nominated to become a director, executive officer, promoter or control person of
the Company has been a party to or the subject of:

(1)      Any bankruptcy petition filed by or against any business of which such
         person was a general partner or executive officer either at the time of
         the bankruptcy or within two years prior to that time;

(2)      Any conviction in a criminal proceeding or pending criminal proceeding
         (excluding traffic violations and other minor offenses);

(3)      Any order, judgment, or decree, not subsequently reversed, suspended or
         vacated, of any court of competent jurisdiction, permanently or
         temporarily enjoining, barring, suspending or otherwise limiting his
         involvement in any type of business, securities or banking activities;
         or,

(4)      Been found by a court of competent jurisdiction (in a civil action),
         the Commission or the Commodity Futures Trading Commission to have
         violated a federal or state securities or commodities law, and the
         judgment has not been reversed, suspended, or vacated.

(e)      Parents and promoters of the Company

     As  defined  in  Rule  405 of  Commission  Regulation  C, a  "parent"  of a
specified person is an affiliate controlling such person directly, or indirectly
through one or more  intermediaries.  The same rule  defines an  affiliate  as a
person that directly, or indirectly through one or more intermediaries, controls
or is  controlled  by, or is under common  control with,  the person  specified.
Based on such  definitions,  Mrs.  Tucker is the Company's  promoter and parent.
Mrs.  Tucker and her affiliates  should be deemed as the control  persons of the
Company.

Compliance with Section 16(a) of the Exchange Act

     Based solely upon a review of any Forms 3, 4 and 5, and amendments thereto,
furnished to our Company during and with respect to its most recent fiscal year,
no person who, at any time during the fiscal year, was a director,  officer,  or
beneficial  owner of more than ten percent of our  Company's  common  stock (its
only  class of  equity  securities  registered  pursuant  to  Section  12 of the
Exchange  Act),  failed to file on a timely  basis,  as  disclosed  in the above
Forms, reports required by Section 16(a) of the Exchange Act for the most recent
fiscal year or prior fiscal years.

ITEM 10.          EXECUTIVE COMPENSATION.

(a)      Executive Officers:

     During  the  twenty-four  month  period  commencing  on January 1, 2000 and
ending on December 31, 2001, no executive officer received  compensation from or
on  behalf  of the  Company  during  any  twelve  month  period  valued,  in the
aggregate,  in excess of $100,000.  During such period Mrs. Tucker served as the
Company's chief executive officer.




                                     Page 40

<PAGE>



(b)      Summary Compensation Table

<TABLE>
<S>               <C>     <C>       <C>     <C>     <C>       <C>               <C>            <C>
                  Annual Compensation                Awards                             Payouts
                                                              Securities
                                            Other             Underlying        Long             All
Name &                                      Annual            Restricted        Options &        Term
Principal                                   Compen- Stock     Stock Apprecia    Incentive        Compen
Position          Year     Salary   Bonus   -sation  Awards   -tion Rights      Payouts          -sation
--------          ----     ------   -----   -------  ------   ------------      -------          -------
Mrs. Tucker (1)   2002    $75,000  *       *        *                 *        *                *
Mr. Dornan (2)    2002    $9,838   *       $9,750 (2)*                *        *                *
Mrs. Lindsey(3)   2002    $3,852   *       *        *                 *        *                *
Mr. Wasserman(4)  2002    $3,230   *       $4,400   *                 *        *                *
-------

</TABLE>

(1)       Michelle Tucker has served as the president and chief executive office
          of the Company from the time it was  reorganized as a holding  company
          on February 12, 2001.  Starting in January 2002,  Pop Starz has agreed
          to provide Mrs. Tucker with aggregate annual  compensation of $75,000,
          provided  that it will be accrued  until such time as all payments can
          be made solely from Pop Starz' operating profits.

(2)       Effective July 1, 2002, the Company engaged Kevin W. Dornan,  Esquire,
          as its securities  counsel.  As  consideration  for his services,  the
          Company has agreed to  compensate  him  according to the Company's pro
          rata share,  which is  currently  50% (based on the number of Yankees'
          clients for whom he is  providing  legal  services) of (1) his current
          base  salary  of $700 per week in cash and (2) $400 per week in Common
          Stock.  The equity  portion is paid at the end of each  month,  and is
          paid by an equivalent  amount of the Company's Common Stock calculated
          by  using  its  average  closing   transaction  price  for  the  month
          then-ended or (until the Company's stock is publicly  traded) the most
          contemporaneous sale price. Mr. Dornan serves as securities counsel to
          the Company with the consent of Yankees, subject to the provision that
          in the event of a conflict of interest,  Mr.  Dornan's duty of loyalty
          to Yankees will take priority.

(3)       Vanessa  Lindsey is  compensated  $10 per hour for her services as the
          Company's Secretary and Chief Administrative Officer.

(4)       In  July  2002,  the  Company  engaged  Adam  Wasserman  as its  Chief
          Financial  Officer  and  Controller  who is paid  hourly for  services
          performed  and $1,000 worth of common  shares of the Company per month
          computed based on the average closing price for the month ended. Until
          the Company's common stock is publicly  traded,  he will receive 2,000
          shares per month (based on a per share value of $0.50).

*        None.

(c)      Options and Stock Appreciation Rights Grants Table

          Quantity of               Percentage of Total
          Securities                Options or Stock
          Underlying                Appreciation        Exercise
          Options & Stock           Rights Granted      or Base
          Appreciation              to Employees        Price Per     Expiration
Name      Rights Granted            In Fiscal Year      Share            Date

None





                                     Page 41

<PAGE>



(d)       Aggregated  Option & Stock  Appreciation  Right  Exercises  and Fiscal
          Year-End Options & Stock Appreciation Right Value Table

                                          Number of
                                          Securities
                                          Underlying
                                          Options &         Value of
                                          Stock             Unexercised
                                          Appreciation      In-the-Money
          Shares                          Rights at         Options & Stock
          Acquired         Value          Fiscal            Appreciation Rights
Name      On Exercise      Realized       Year End         at Fiscal Year End
----      -----------      --------       --------         ------------------

None


(e)      Long Term Incentive Plan Awards Table

                                                  Estimated Future Payouts Under
         Number           Performance              Non-stock Priced Based Plans
         Of Shares        or Other Period
         Units or         Until Maturation     Threshold        Target   Maximum
Name     Other Rights     Or Payout            Shares           Shares   Shares
------- --------------    ----------------    ----------        ------- --------
None

(f)      Compensation of Directors

     Effective  April 2002, the members of the Company's board of directors each
receive:  1,250 shares of the Company's Common Stock per month served;  plus 625
additional  shares per month for service on the audit and  executive  committee,
313 shares per month for each additional  committee of the board of directors on
which they serve,  and 250 additional  shares for each committee of the board of
directors on which they serve as chair;  in addition,  board members receive 125
shares for every board or committee  meeting they attend in person and 63 shares
for every board or committee  meeting they attend by means other than in person;
all shares par value $0.01.  As of December 31, 2002,  106,125  shares have been
issued to members of the Company's board of directors for their services.

Summaries of Current Explorations Employment Contracts:

Kevin W. Dornan,  Securities Counsel

     Effective July 1, 2002, the Company  engaged Kevin W. Dornan,  Esquire,  as
its  securities  counsel.  As  consideration  for his services,  the Company has
agreed to compensate  him  according to the Company's pro rata share,  currently
50% (based on the number of  Yankees'  clients  for whom he is  providing  legal
services),  of (1) his  current  base salary of $ 700 per week in cash and (2) $
400 per week in Common  Stock.  The  equity  portion  is paid at the end of each
month,  and is  paid by an  equivalent  amount  of the  Company's  Common  Stock
calculated  by  using  the  average  closing  transaction  price  for the  month
then-ended  or  (until  the  Company's  stock  is  publicly   traded)  the  most
contemporaneous  sale price..  A copy of Mr. Dornan's  engagement  agreement was
filed as an exhibit to our Company's  Form 10-SB.  See "Part III, Items 1 and 2,
Index to Exhibits and Description of Exhibits".

Adam Wasserman, Chief Financial Officer and Controller

     In July 2002,  the Company  engaged Adam  Wasserman as its Chief  Financial
Officer and  Controller  who is paid hourly for  services  performed  and $1,000
worth of common  shares of the Company per month  computed  based on the average
closing price for the month ended.  Until the Company's common stock is publicly
traded,  he will  receive  2,000 shares per month (based on a per share value of
$0.50). A copy of Mr. Wasserman's engagement agreement is filed as an exhibit to
this Report.  See "Part III, Items 1 and 2, Index to Exhibits and Description of
Exhibits".



                                     Page 42

<PAGE>



Summaries of Current Pop Starz Employment Contracts:

Michelle Tucker, President & Chief Executive Officer

     Effective January 25, 2002, Pop Starz entered into an employment  agreement
with Mrs. Tucker pursuant to which she is engaged as Pop Starz'  president.  The
agreement is for a term of five years, with renewal thereafter from year to year
unless  either Pop Starz or Mrs.  Tucker gives at least 60 days' notice prior to
the end of the  then-current  term of an  intention  not to renew,  and contains
confidentiality and non-competition  clauses. As consideration for Mrs. Tucker's
services,  Pop Starz has agreed to  compensate  her  $75,000  per year,  and all
payments  will be accrued  until  funds are  available.  A copy of Ms.  Tucker's
employment  agreement was filed as an exhibit to our Company's  10-SB. See "Part
III, Items 1 and 2, Index to Exhibits and Description of Exhibits".

Tawanna Hall-Charlton, Artistic Director

     Effective  March 13, 2002,  Pop Starz entered into an employment  agreement
with Ms.  Hall-Charlton  pursuant to which she is engaged as Pop Straz' artistic
director.  The agreement is "at will" and the parties agree that this  agreement
may  be  terminated  by  either  party  upon  two  weeks  written   notice.   As
consideration  for  Ms.  Hall-Charlton's  services,  Pop  Starz  has  agreed  to
compensate  her $900 per week,  payable  in  accordance  with Pop  Starz'  usual
schedule;  A copy of Ms.  Hall-Charlton's  employment  agreement was filed as an
exhibit to our Company's  10-SB. See "Part III, Items 1 and 2, Index to Exhibits
and Description of Exhibits".

Report of Re-Pricing of Options or Stock Appreciation Rights

     During  the  report  period,  to the best  knowledge  of our  Company,  the
management did not re-price any options or stock appreciation  rights previously
granted  to any of our  Company's  executive  officers,  whether  by  amendment,
cancellation or replacement grants, or any other means.

     Our Company has not adjusted or amended the exercise price of stock options
or stock appreciation rights previously awarded to any of the named directors or
executive  officers,  whether  through  amendment,  cancellation  or replacement
grants, or any other means, nor are any such adjustments or amendments currently
contemplated.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  tables  disclose  information  concerning  ownership of the
Company's  Common  Stock  by  officers,  directors  and  principal  stockholders
(holders of 5% or more of the Company's Common Stock).  All footnotes follow the
second table. The Company's  currently  outstanding  shares of Common Stock, for
purposes of these calculations, are calculated based on information available as
of December 31, 2002,  and include both  currently  outstanding  securities  and
securities  which a named person has a right to acquire within 60 days following
the date of this Report.  Consequently,  the number of shares deemed outstanding
for purposes of Table A will vary materially  from those deemed  outstanding for
purposes of Table B.

(a)      Security Ownership of Certain Beneficial Owners

     As of March 31, 2003,  the following  persons  (including any "group") are,
based on information  available to the Company,  beneficial  owners of more than
five  percent  of  the  Company's   Common  Stock  (its  only  class  of  voting
securities). Of the number of shares shown in column 3, the associated footnotes
indicate  the amount of shares with respect to which such persons have the right
to acquire beneficial ownership as specified in Commission Rule 13(d)(1), within
60 days following the date of this Report.  For purposes of this Table 2,100,136
shares of the Company's  Common Stock are assumed to be  outstanding.  Footnotes
follow Table B.


                                     Page 43

<PAGE>

<TABLE>
<S>               <C>                                                   <C>                    <C>

                                                      Table A
                                              Principal Stockholders:

                  Name and                                             Amount and
                  Address of                                           Nature of                 Percent
Title             Beneficial                                           Beneficial                of
Of Class          Owner                                                Ownership (1)             Class
--------          -----                                                -------------             -----
Common            Michelle Tucker and affiliates                       1,336,582 (2)             64%
                  2500 North Military Trail, Suite 225-F
                  Boca Raton, Florida 33431

</TABLE>

(b)      Security Ownership of Management

     As of March 31, 2003, the following  Table  discloses the Company's  Common
Stock (its only class of voting  securities)  other than  directors'  qualifying
shares, beneficially owned by:

         *        all directors and nominees, naming them each;

         *        each of the named executive officers as defined in Item 402(a)
                  of Commission Regulation S-B;

         *        and all directors and executive officers of the Company as a
                  group, without naming them.

     The Table shows in column 2 the total number of shares  beneficially  owned
and in column 4 the percent  owned.  Of the number of shares  shown in column 2,
the associated  footnotes indicate the amount of shares, if any, with respect to
which such persons have the right to acquire  beneficial  ownership as specified
in Commission  Rule  13(d)(1),  within 60 days following the date of this Report
(none being  applicable).  For purposes of this Table,  2,100,136  shares of the
Company's  Common  Stock  are  assumed  to be  outstanding  (the  actual  number
currently outstanding). Footnotes for Table A and Table B follow this Table.


                                                      Table B
                                         Security Ownership of Management:
<TABLE>
<S>                                         <C>                        <C>                       <C>
Name and Address of                         Amount of                  Nature of                 Percent
Beneficial Owner                            Equity Owned (1)           Beneficial Ownership      of Class
----------------                            ----------------           --------------------      --------
Michelle Tucker and affiliates              1,336,582                  (2)                       64%
2500 North Military Trail, Suite 225-F
Boca Raton, Florida 33431

Vanessa H. Lindsey                          43,125                     Record and beneficial     2%
340 SE 55th Avenue
Ocala, Florida 33471

Steven Adelstein                             69,805                    Record and beneficial     3%
3200 West Oakland Park Blvd,
Lauderdale Lakes, Florida 33311

Kevin W. Dornan, Esq.                        27,680                    (3)                       1%
5001 Southwest 20th Street
Ocala, Florida 34474

Adam Wasserman                                16,000                   Record and beneficial     1%
1643 Royal Grove Way,
Weston, Florida 33327

All officers and directors as a group       1,493,192                  Record and beneficial     71%

</TABLE>

                                     Page 44

<PAGE>



--------
Footnotes to Tables A and B.

(1)      Common Stock.

(2)       Mrs. Tucker holds 558,725 of the shares and 200,000 shares are held by
          Blue Lake Capital Corp., a Florida  corporation  owned by Mrs. Tucker.
          4,227  shares  are  held  by  Carrington   Capital  Corp.,  a  Florida
          corporation owned by Mrs. Tucker.  The Tucker Family Spendthrift Trust
          holds 573,630 of the shares.  The Tucker Family  Spendthrift Trust has
          as its beneficiaries  Michelle Tucker,  her husband Leonard M. Tucker,
          and Shayna and Montana, their minor daughters. Michelle and Leonard M.
          Tucker are the  co-trustees  who jointly  hold  voting and  investment
          power for the shares owned by the Trust.

(3)       Pursuant to the terms of Mr. Dornan's  previous  engagement  agreement
          with the Company,  he was paid 5,000 shares per month for May and June
          2002.  He is  currently  paid  approximately  $800  worth of stock per
          month,  in addition to the cash  component  of his  compensation  (see
          "Part I, Item 6, Executive Compensation").  An additional 5,000 shares
          were issued to Mr. Dornan as an employee bonus from Yankees.

(c)      Changes in Control

     The Company is not aware of any arrangements that may result in a change in
control of the Company.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Transactions  with  Directors,  Nominees for  Election as a Director,  Executive
Officers, Ten Percent+ Stockholders or Their Immediate Families

         During the period starting on February 12, 2001 and ending on December
31, 2002, the Company was a party to the following transactions in which:

         *        a director or executive officer of the Company,

         *        a nominee for election as a director,

         *        a beneficial owner of ten percent or more of the Company's
                  Common Stock, or

         *        any member of the immediate family of any of the foregoing

had or will have a direct or indirect  interest,  and did not involve:  rates or
charges  determined by competitive  bids;  services at rates or charges fixed by
law or governmental authority;  services as a bank depository of funds, transfer
agent, registrar, trustee under a trust indenture; or, similar services:

<TABLE>
<S>                                  <C>                               <C>                                <C>
                                    Relationship                       Nature of                          Amount
                                    to the                             Interest in the                    of Such
Name                                Company                            Transaction                        Interest
----                                -------                            -----------                        --------
Yankees or its designees            Ten percent+ stockholders          Revolving loan agreement           (1)
Carrington Capital Corp.            Landlord                           Sublease of Office Space           $1700 monthly
--------
</TABLE>

(1)  In  consideration  for $50,000 in future loans to be made by Yankees or its
     designees to the Company under a revolving loan  agreement,  Yankees or its
     designees  will hold  convertible  bonds  that  permit  them to  ultimately
     acquire shares of the Company's  outstanding or reserved  Common Stock (all
     reserved  Common Stock being  treated as  outstanding  for purposes of such
     calculation)  equal to 20% of the Company's  outstanding or reserved Common
     Stock, immediately following complete conversion of $50,000 in principal of
     the bonds,  regardless of the quantity of Common Stock involved.  The bonds
     may be subdivided by the holders into $1,000 principal  amount bonds,  with
     the underlying securities into which they are converted being either Common
     Stock, or shares of the Company's Class A Non-Voting, Convertible Preferred
     Stock which are in turn convertible into



                                     Page 45

<PAGE>



     the requisite  amount of the Company's  Common  Stock.  If the  bondholders
     converted  in full as of December  31,  2002,  the number of common  shares
     issuable would have been approximately 662,500.  Yankees has agreed to loan
     the Company up to $100,000 on a revolving  basis  [including the $50,000 in
     convertible  bonds], and the Company has agreed to pledge all of its assets
     as collateral for such loans. Loans under the revolving loan agreement call
     for payment of interest at the rate of 2% over the prime rate  charged from
     time to time by Citibank, N.A. A copy of the loan agreement was filed as an
     exhibit to our  Company's  10-SB.  See "Part  III,  Items 1 and 2, Index to
     Exhibits and  Description  of Exhibits".  The rights to the bonds have been
     assigned by Yankees to the TFST (2) and CFST (3).

(2)  The  TFST  (Tucker  Family  Spendthrift  Trust)  has as  its  beneficiaries
     Michelle  Tucker,  her husband  Leonard M. Tucker,  and Shayna and Montana,
     their minor daughters.  Michelle and Leonard M. Tucker are the co- trustees
     who jointly  hold voting and  investment  power for the shares owned by the
     Trust.

(3)  The CFST (Calvo Family Spendthrift Trust) has as its beneficiaries  William
     A. Calvo,  III and his wife,  Cyndi Noyes Calvo,  together with their three
     minor sons  William,  Alex and Edward.  Mrs.  Calvo is the sole trustee who
     holds voting and investment power for the shares owned by the Trust.

Parents of the Company

     As  defined  in  Rule  405 of  Commission  Regulation  C, a  "parent"  of a
     specified  person is an  affiliate  controlling  such person  directly,  or
     indirectly  through one or more  intermediaries.  The same rule  defines an
     affiliate  as a person that  directly,  or  indirectly  through one or more
     intermediaries,  controls or is controlled  by, or is under common  control
     with, the person specified.  Based on such definitions,  Mrs. Tucker is the
     Company's  promoter and parent.  Mrs.  Tucker and her affiliates  should be
     deemed as the control persons of the Company.

ITEM 13.          EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

Exhibits Required by Item 601of Regulation S-B

     The  response to this Item as  contained  in our  Company's  report on Form
     10-SB is hereby incorporated by reference,  as permitted by Commission Rule
     12b-23,  except as modified by the  disclosure  contained in our Company's:
     reports on Form 10-QSB for the  quarters  ended  September  30,  2002.  The
     exhibits  listed  below  and  designated  as filed  herewith  (rather  than
     incorporated by reference) follow the signature page in sequential order.

Designation                Page
of Exhibit                 Number
as Set Forth               or Source of
in Item 601 of             Incorporation
Regulation S-B             By Reference     Description

(1)                                         Underwriting Agreement

(2)                                         Plan of acquisition, reorganization,
                                            arrangement, liquidation or
                                            succession:

(3) (i)                                     Articles of incorporation:
         .1                (1)              Certificate of Incorporation, dated
                                            February 12, 2001.
         .2                (1)              Certificate of Designation:
                                            Preferences & Rights of  Class A
                                            Non-Voting, Convertible Preferred
                                            Stock, dated May 1, 2002.
         .3                (1)              Certificate of Amendment, dated
                                            August 9, 2002

         (ii) Bylaws:
         .4                (1)              ByLaws of the Corporation


                                     Page 46

<PAGE>

(4) Instruments defining the rights of holders, including indentures:

         .1                                Non-Qualified Stock Option & Stock
                                           Incentive Plan, Effective as of April
                                           8, 2002
         .2                                Bond Purchase Option Agreement with
                                           the Yankee Companies, LLC., dated
                                           April 9, 2002.

(5)                                        Opinion re: legality

(8)                                        Opinion re: tax matters

(9)                                        Voting trust agreement

(10)                                       Material contracts
         .2                (1)             Employment Agreement with Michelle
                                           Tucker, dated January 25, 2002.
         .3                (1)             Employment Agreement with Tawanna
                                           Hall-Charlton, dated March 14, 2002.
         .5                (1)             Engagement Agreement with Kevin W.
                                           Dornan, dated April 30 2002.
         .7                (1)             Assignment of Lease and Amendment,
                                           with Gaedeke Holdings, Ltd., dated
                                           May 22, 2002.
         .8                (1)             Exchange Agreement with Calvo Family
                                           Spendthrift Trust, dated May 29,2002.
         .9                (1)             Independent Contractor's Agreement
                                           with Bally Total Fitness Corporation,
                                           dated April 29, 2002.
         .10               (1)             Debt Exchange Agreement with Yankees,
                                           Calvo Family Spendthrift Trust,
                                           and Tucker Family Spendthrift Trust,
                                           dated May 31, 2002.
         .11               (1)             Corporate Director's Agreement with
                                           Vanessa H. Lindsey, dated April 8,
                                           2002.
         .12               (1)             Revolving Loan Agreement with Yankees
                                           LLC, dated May  6, 2002.
         .13               (1)             Amended Engagement Agreement with
                                           Kevin W. Dornan, dated July 1, 2002
         .14                               Employment Agreement with Adam
                                           Wasserman, dated July 25, 2002.
         .15                               Facility Use Agreement with Zone of
                                           Coral Gables, dated January 13,
                                           2003.
         .16                               Facility Use Agreement with the Grid
                                           Iron of Weston, dated November
                                           9, 2002.

(11)                                       Statement re computation of per
                                           share earnings

(13)                                       Annual or quarterly reports,
                                           Form 10-QSB:

(15)                                       Letter on unaudited interim financial
                                           information

(16)                                       Letter on change in certifying
                                           accountant

(17)                                       Letter on director resignation:

(18)                                       Letter re change in accounting
                                           principals

(19)                                       Reports furnished to securityholders

(20)                                       Other documents or statements to
                                           security holders or any document
                                           incorporated by reference

(21)                                       Subsidiaries of the Registrant

(22)                                       Published report regarding matters
                                           submitted to vote

                                     Page 47

<PAGE>



(23)                                       Consent of experts and counsel

(24)                                       Power of attorney

(25)                                       Statement re eligibility of trustee

(26)                                       Invitation for competitive bids

(27)                                       Financial data schedule

(99)                                       Additional Exhibits
         .1                (1)             Florida Trademark Application, dated
                                           March 29, 2002.
         .2                (1)             Trademark/Service Mark Application,
                                           dated April 2, 2002.
         .3                (1)             Audit Committee Charter, dated
                                           May 29, 2002.
         .4                                Certification of CEO Pursuant to
                                           Section 906 of Sarbanes-Oxley Act of
                                           2002
         .5                                Certification of CFO Pursuant to
                                           Section 906 of Sarbanes-Oxley Act of
                                           2002
         .6                                Audit Committee Report

-------
*        Not applicable
**       None

(1)      Filed as an exhibit to our Company's Report on 10-SB dated June 13,
         2002, bearing the exhibit designation number shown above, incorporated
         by reference herein as permitted by Commission Rule 12b-23.

Reports on Form 8-K Filed During Quarter Ended December 31, 2002

     No  reports on Form 8-K were  filed  during the last  quarter of the period
covered by this report.

ITEM 14.          CONTROLS & PROCEDURES.

     Based on their evaluation of our Company's  controls and procedures  within
the last 90 days, our Company's chief executive officer and principal  financial
officer have concluded  that such controls and  procedures are effective.  There
have been no significant  changes in our Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation,  and no corrective  actions have been necessary with regard to
significant deficiencies or material weaknesses.

                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, our Company
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.

         Dated:    March 31, 2003
                                             Explorations Group, Inc.

                                            By: /s/ Michelle Tucker /s/
                                        President & Chief 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 our Company
and in the capacities and on the dates indicated:



                                     Page 48

<PAGE>



Signature                      Date                Title

/s/ Michelle Tucker/s/         March 31, 2003      President, Chief Executive
                                                   Officer, Director, Chairman
                                                   of the Board
/s/ Vanessa H. Lindsey/s/      March 31, 2003      Secretary & Director
/s/ Adam Wasserman /s/         March 31, 2003      Chief Financial Officer &
                                                   Controller
/s/ Steve Adelstein /s/        March 31, 2003      Director & Audit Committee
                                                   Chair


                                     Page 49

<PAGE>



CERTIFICATIONS

I, Michelle Tucker,  the Chief Executive  Officer of Explorations  Group,  Inc.,
certify that:

1. I have reviewed this annual report on Form 10-KSB of Explorations Group,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  Company's  other   certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The Company's other  certifying  officers and I have disclosed,  based on our
most recent  evaluation,  to the Company's  auditors and the audit  committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

6. The Company's other  certifying  officers and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

/s/ Michelle Tucker
Michelle Tucker, Chief Executive Officer


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CERTIFICATIONS

I, Adam Wasserman,  Chief Financial Officer of Explorations  Group, Inc. certify
that:

1. I have  reviewed  this annual  report on Form 10-KSB of  Explorations  Group,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  Company's  other   certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The Company's other  certifying  officers and I have disclosed,  based on our
most recent  evaluation,  to the Company's  auditors and the audit  committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The Company's other  certifying  officers and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

/s/ Adam Wasserman
Adam Wasserman, Chief Financial Officer





                                     Page 51

<PAGE>


                             Additional Information

                            Explorations Group, Inc.
                                   Registrant

 Crystal Corporate Center; 2500 North Military Trail, Suite 225-D; Boca Raton,
                                  Florida 33431
 Telephone Number: (561) 998-2032; Facsimile Transmission (561) 998-3425; E-mail
                           Info@explorationsgroup.com
                             Corporate Headquarters

 Michelle Tucker, President & Chief Executive Officer; Vanessa H. Lindsey,
                        Secretary & Chief Administrative
                   Officer; Kevin W. Dornan, Esquire, Counsel;
              Adam Wasserman, Chief Financial Officer & Controller
                                     ------
                                    Officers


 Michelle Tucker, Chairman of the Board; Vanessa H. Lindsey and Steve Adelstein
                                     ------
                               Board of Directors


      Salberg & Company, P.A. Certified Public Accountants and Consultants
                         20283 State Road 7, Suite 300
                            Boca Raton, Florida 33498
 Telephone (561) 995-8270: Facsimile Transmission (561) 995-1920
                            E-mail info@salbergco.com
                         Independent Public Accountants


                      Florida Atlantic Stock Transfer, Inc.
                               7130 Nob Hill Road;
                             Tamarac, Florida 33321
         Telephone (954) 726-4954: Facsimile Transmission (954) 726-6305
                                 Transfer Agent


     Exhibits to this Form 10-KSB are  available  on the  Commission's  web site
located at www.sec.gov in the EDGAR archives,  on our Company's  website located
at www.explorationsgroup.com and will be provided without charge to stockholders
of our Company upon written request addressed to Vanessa H. Lindsey,  Secretary;
Explorations Group, Inc.; 5185 Southeast 20th Street; Ocala, Florida 34471.

     The  Commission  has not  approved or  disapproved  of this Form 10-KSB and
Annual Report to Stockholders nor has it passed upon its accuracy or adequacy.

                                     Page 52

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