U.S.
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-KSB/A
 (Amendment
No. 1)
 
 x Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2007.
 
  ̈
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period
from        to           .
 
 
 
 EXPLORATIONS GROUP,
INC.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                  
                  65-1089222(State
      or other jurisdiction of incorporation
                    or
      organization)
                  
                  (IRS
      Employer
                    Identification
      No.)
 
 34
Fifteenth Street
 Brooklyn,
NY 11215
 (Address
of Principal Executive Offices and Zip Code)
 
 Issuer's
Telephone Number: (718) 788-0066
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par
value
 
 Indicate
by mark (X) whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 
 YES  x                   NO
 ̈
 
 Indicate
by mark (X) if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES   ̈      NO  x
 
 Issuer's
revenues for its most recent fiscal year: $129,790.
 
 Aggregate
market value of the voting stock held by non-affiliates of the registrant, based
upon the closing price of the Common Stock on April 11, 2008:
$94,941.
 
 Number of
shares outstanding of each of the registrant's classes of common stock as of
April 11, 2008: Common Stock: 24,558,136.
 
 DOCUMENTS
INCORPORATED BY REFERENCE:
 
 List
hereunder the following documents if incorporated by reference and the Part of
the 10-KSB into which the document is incorporated.
 
 None
  
  Explanatory
Note
 
 Explorations Group, Inc. (which may
be referred to herein as we, us or the Company) is filing this Amendment No. 1
to its Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2007 (the “Annual Report”) to replace Item 7 in the Annual Report to correct the
wording of the  Report of Independent Public Accounting
Firm.  Specifically, the sole changes to such report are in the first
and third paragraphs which have been corrected to clarify that the audited
financial statements cover the two year period ended December 31, 2007, as
opposed to just the one year period ended December 31, 2007. The remainder of
Item 7, as well as the remainder of the Annual Report filed with the Securities
and Exchange Commission on April 15, 2008 remains unchanged.  In
addition, in connection with the filing of this Form 10-KSB/A and pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we
are including revised Certifications and certain currently dated
Certifications.
  2
  Item7:
Financial Statements
 
 LIEBMAN
GOLDBERG & DROGIN, LLP
 Certified
Public Accountants
 595
Stewart Avenue, Suite 420
 Garden
City, New York 11530
 Tel (516)
228-6600
 Fax (516)
228-6664
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To The
Audit Committee
 Explorations
Group, Inc.
 Brooklyn,
New York
 
 We have
audited the accompanying consolidated balance sheet of Explorations Group, Inc.,
as of December 31, 2007 and the related consolidated statements of operations,
stockholders’ deficit and cash flows for the two years ended December 31,
2007.  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 the standard of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosure 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2007, and the results of its operations and cash flows for the two years
ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying consolidated financial statement has been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the financial statements, the Company has no material revenues, has suffered
recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
Liebman Goldberg & Drogin LLP
 Liebman
Goldberg & Drogin LLP
 Garden
City, New York, NY
 April 11,
2008
  3
  EXPLORATIONS
GROUP, INC.
 
 BALANCE
SHEET
 DECEMBER
31, 2007
 
 ASSETSCurrent
      assets:Cash
      and cash equivalents
                                      
                                      $
                                      227Accounts
      Receivable - Net
                                      
                                      
                                      0Other
      assets:Security
      deposits
                                      
                                      
                                      59,000Total
      assets
                                      
                                      $
                                      59,227LIABILITIES AND STOCKHOLDER'S
      DEFICITCurrent
      liabilities:Accounts
      payable
                                      
                                      
                                      17,830Sales
      tax payable
                                      
                                      
                                      122,720Accrued
      expenses and taxes payable
                                      
                                      
                                      688,776Total
      current liabilities
                                      
                                      
                                      829,326Long-term
      liabilities:Due
      to related parties
                                      
                                      
                                      69,873Convertible
      bond payable
                                      
                                      $
                                      25,000Total
      liabilities
                                      
                                      
                                      924,199Commitments
      and contingenciesStockholders'
      deficit:Preferred stock – B($0.01 par value, 500,000 shares authorized 67,500 issued and
      outstanding)
                                      
                                      
                                      675Common stockCommon
      stock ($0.01 par value, 100,000,000 shares authorized, 16,265,869 issued
      and outstanding)
                                      
                                      
                                      162,659Additional
      paid-in capital
                                      
                                      
                                      1,226,971Accumulated
      deficit
                                      
                                      
                                      (2,255,277
                                      )Total
      stockholder's deficit
                                      
                                      
                                      (864,972
                                      )Total
      liabilities and stockholder's deficit
                                      
                                      $
                                      59,227
 
 See notes
to the consolidated financial statements
  4
 
 EXPLORATIONS
GROUP, INC.
 STATEMENT
OF OPERATIONS
 
 For the year ended December 31,2007
                      
                      
                      2006RevenuesParking
                      
                      $
                      129,780
                      
                      
                      $
                      132,040Total
      Revenues
                      
                      
                      129,780
                      
                      
                      
                      132,040Operating
      ExpensesPersonnel
      expenses
                      
                      
                      30,000
                      
                      
                      
                      -Provision
      for bad debt
                      
                      
                      129,780
                      
                      
                      
                      -General
      and administrative
                      
                      
                      9,138
                      
                      
                      
                      93,197Professional
      fees
                      
                      
                      23,754
                      
                      
                      
                      59,315Total
      Operating Expenses
                      
                      
                      192,672
                      
                      
                      
                      152,512(Loss)
      Income from operations
                      
                      
                      (62,892
                      )
                      
                      
                      (20,472
                      )Net
      Profit (Loss)
                      
                      $
                      (62,892
                      )
                      
                      $
                      (20,472
                      )
 
 See notes
to the consolidated financial statements
  5
 
 EXPLORATIONS
GROUP, INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 For
the Year Ended December 31, 2007 and 2006
 
 Convertible
                              
                              
                              Common Stock
                              
                              
                              
                              
                              
                              
                              
                              
                              TotalPreferred Stock B
                              
                              
                              $.01 Par
      Value
                              
                              
                              Additional
                              
                              
                              Accumulated
                              
                              
                              Stockholders'Shares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Paid-in Capital
                              
                              
                              Deficit
                              
                              
                              DeficitBalance
      at December 31, 2005
                              
                              
                              67,500
                              
                              
                              $
                              675
                              
                              
                              
                              10,265,869
                              
                              
                              $
                              102,659
                              
                              
                              $
                              1,198,770
                              
                              
                              $
                              (2,171,913
                              )
                              
                              $
                              (869,608
                              )Net
      loss for the year ended December 31, 2006
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (20,472
                              )
                              
                              
                              (20,472
                              )Balance
      at December 31, 2006
                              
                              
                              67,500
                              
                              
                              $
                              675
                              
                              
                              
                              10,265,869
                              
                              
                              $
                              102,659
                              
                              
                              
                              1,198,770
                              
                              
                              $
                              (2,192,385
                              )
                              
                              $
                              (890,080
                              )Common
      stock issued for debt
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              6,000,000
                              
                              
                              
                              60,000
                              
                              
                              
                              28,000
                              
                              
                              
                              
                              
                              
                              
                              88,000Net
      loss for the year ended December 31, 2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (62,892
                              )
                              
                              
                              (62,892
                              )Balance
      at December 31, 2007
                              
                              
                              67,500
                              
                              
                              $
                              675
                              
                              
                              
                              16,265,869
                              
                              
                              $
                              162,659
                              
                              
                              $
                              1,226,770
                              
                              
                              $
                              (2,255,277
                              )
                              
                              $
                              (864,972
                              )
 
 The
accompanying notes are an integral part of these financial
statements.
  6
 
 Explorations
Group, Inc. and Subsidiaries
 Consolidated
Statements of Cash Flows
 
 For
      The Year EndedDecember
      31,2007
                                              
                                              
                                              2006Cash
      Flows From Operating Activities:Net
      Loss from operations
                                              
                                              $
                                              (62,892
                                              )
                                              
                                              $
                                              (20,472
                                              )Adjustments
      to reconcile net loss from operations to net cash (used in) operating
      activities:Depreciation
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,341Bad
      debt expense
                                              
                                              
                                              35,724
                                              
                                              
                                              
                                              -Changes
      in assets and liabilities:Accrued
      expenses
                                              
                                              
                                              27,168
                                              
                                              
                                              
                                              10,000Net
      Cash (Used In) Operating Activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (9,131
                                              )Cash
      Flows from Financing Activities:Advances
      from related parties
                                              
                                              
                                              -
                                              
                                              
                                              
                                              6,030Payments
      to related parties
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Net
      Cash Provided By Financing Activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              6,030Net
      Increase (Decrease) in Cash
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (3,101
                                              )Cash
      - Beginning of Period
                                              
                                              
                                              227
                                              
                                              
                                              
                                              3,328Cash
      - End of Period
                                              
                                              $
                                              227
                                              
                                              
                                              $
                                              227Supplemental
      items (non-cash):Issuance
      of Common Stock
                                              
                                              $
                                              88,000
                                              
                                              
                                              
                                              -Cancellation
      of debt for Common Stock
                                              
                                              $
                                              (88,000
                                              )
 
 The
accompanying notes are an integral part of these financial
statements.
  7


EXPLORATIONS
GROUP, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 1.          
Summary of significant
accounting policies:
 
 General:
 
 On
September 9, 2004, Explorations Group, Inc. (the "Company") acquired all of the
issued and outstanding stock of Parking Pro, Inc., a New York corporation
(“Parking Pro”).
 
 Parking
Pro was formed in the State of New York on May 25, 2004. The Company
and
 its
subsidiaries operate and lease public parking garages located in New York City
and the surrounding area. On July 20, 2004, the Company issued 3,000 shares of
common stock to acquire all of the outstanding shares of three affiliated
companies: Big Scherm Corp. (“Big Scherm”), Chiefs Management Corp. (“Chiefs”)
and NYC Parking Services Corp. (“NYC”).
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has a stockholders deficit of
$952,972 and a working capital deficit of $ 854,099 at December 31, 2007. The
Company had a loss of $62,892 for the year ended December 31, 2007. These
conditions raise substantial doubt as to the Company’s ability to continue as a
going concern. These financial statements do not include any adjustments that
might be necessary if the Company were unable to continue as a going concern.
The continued existence of the Company and its subsidiaries is dependent upon
the ability to obtain additional capital and/or debt financing needed to repay
the current obligations of the Company and its subsidiaries. There is no
assurance that the Company will be able to obtain such capital or enough
financing to provide the necessary cash flow needed to fund the Company’s
operations.
  Basis
of consolidation:
 
 The
financial statements are prepared using the accounts of the Company and its
wholly owned subsidiaries. All material intercompany transactions and account
balances have been eliminated upon consolidation.
  Cash
and cash equivalents:
 
 Cash and
cash equivalents include cash on hand and in the banks. They are carried at
cost, which approximates fair market value.
  Concentration
of credit risk:
 
 The
Company maintains its cash in bank deposit accounts at high credit, quality
financial institutions. The balances, at times, may exceed federally insured
limits.
  8
  EXPLORATIONS
GROUP, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER  31,
2007
 
 1.           Summary of significant
accounting policies (continued):
 
 Property
and equipment:
 
 Property
and equipment are recorded at cost. Expenditures for major additions and
improvements are capitalized, while minor replacements, maintenance and repairs
are charged to expense as incurred. When property is retired or otherwise
disposed of, the cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is reflected in Other Income
(Expense).
 
 Depreciation
is provided over the estimated useful lives of the assets involved using the
straight-line or accelerated methods.
 
 The
Company continually evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful life of property and equipment
or whether the remaining balance of property and equipment should be evaluated
for possible impairment.
 
 Advertising costs:
 
 The
Company expenses advertising costs as they are incurred. The Company did not
incur any advertising expense for the year ended December 31, 2007.
 
 Income
Tax
 
 The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles while the income tax returns have been
prepared in accordance with principles used for income tax
reporting.  This basis differs from generally accepted accounting
principles because of certain timing differences in the recording of revenues
and expenses.  For example, officer’s compensation is accrued in the
financial statements as incurred while may only be deducted for tax purposes
when actually paid out and not when accrued.
 
 Use
of estimates:
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Revenue
recognition:
 
 Parking
revenue from monthly customers is recognized as per the terms of the underlying
contracts, usually on a monthly basis. Parking revenue from transient customers
is recognized when received.
  9
  EXPLORATIONS
GROUP, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 2.            Related party
transactions:
 
 The
Company uses the services of a related entity to perform management services for
the subsidiaries. F.B. Acquisitions, Inc., affiliated through common management,
processed and collected cash receipts and paid certain expenses as well as
providing other services on behalf of the subsidiaries. No formal agreement
exists and no additional fee is charged for the other services. For the year
ended December 31, 2007 the company did not pay any management
fees.
 
 On
October 16, 2007, the Company has issued an additional 6,000,000 shares to a
group which its Chief Executive Officer is a shareholder in exchange for a
reduction of the amount owed to the group in the
 
 3.            Management
agreement:
 
 On March
13, 2002 and commencing March 15, 2002, a subsidiary entered into a five year
agreement with a third party who will manage and maintain the parking facilities
that the subsidiary currently leases under an operating lease. Which has been
terminated.
 
 4.            Property and
equipment:
  Property
      and equipment consists of the following:
                                
                                December 31,
                                  2007Furniture
      and fixtures
                                
                                $
                                1,586Less:
      accumulated depreciation
                                
                                
                                (1,586
                                )Property
      and equipment, net
                                
                                $
                                - 0
      -
  10
  EXPLORATIONS
GROUP, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 5.          
 Income
taxes:
 
 Due to a
net operating loss carryfoward, there is no current income tax provision for the
year ended December 31, 2007.
 
 The tax
provision for income taxes differs from the “expected” tax expense for the year
ended December 31, 2007, computed by applying a federal corporation tax rate of
34% as follows:
 
 2007
                      
                      
                      2006Computed
      “expected” tax expense
                      
                      $
                      5,166
                      
                      
                      
                      5,166Valuation
      allowance
                      
                      
                      5,166
                      
                      
                      
                      5,166$
                      - 0
      -
                      
                      
                      
                      - 0
      -
 
 The tax
effects of the temporary differences that give rise to significant portions of
deferred tax assets and liabilities are as follows:
 
 Tax
      benefit of net operating loss
                            carryforward
                          
                          $
                          700,000Gross
      deferred tax asset
                          
                          
                          700,000Valuation
      allowance
                          
                          
                          (700,000
                          )Net
      deferred tax asset
                          
                          $
                          - 0
      -
 
 As of
December 31, 2007, the Company has a net operating loss carryforward of
approximately $2,000,000 for income tax purposes, available to offset future
earnings which expire on various dates through 2025. Uses of the net operating
losses may be limited based upon the Internal Revenue Code.
 
 In
assessing the possibility of being able to use the deferred tax assets,
management must consider whether it is more likely than not that the Company
will generate taxable income in excess of these losses. Due to the Company’s
reorganization and the ceasing of operations, except for consulting activities,
it is more likely than not that the benefit of the deferred tax asset will never
be realized.
 
 The
financial Statement reflects a provision for officers compensation in the amount
of $30,000, which is a timing difference that will not be deducted on the income
tax return.
  11
  6.           
Convertible bond
payable:
 
 During
2004, Explorations Group Inc.issued a Class A, Series
A Convertible Bond to the Tucker Family Spendthrift Trust (the “Trust”) in
exchange for a series of matured and past due promissory notes aggregating
$25,000 held by the Trust. The Class A Bond is in the principal amount of
$25,000 plus interest accrued and has a term of five years, with interest
payable upon maturity at the annualized rate of 2% over the prime rate charged
by Citibank, N.A. (New York City). The Bond is secured by all of the Company’s
assets and may be subdivided at the Trust’s option, into two or more separate
obligations in the principal amount of at least $10,000 each.
 
 The Class
A Bond is convertible into shares of the Company’s securities such that, upon
complete conversion, the number of shares owned by the Trust shall be equal to
10% of the Company’s outstanding and reserved capital stock, as defined in the
bond document. In any event, the number of shares to be issued shall not exceed
4,200,000 shares of common stock. The Bond is subject to anti-dilutive rights
for six months thereafter. Conversion may be effected in whole or in part and to
this date the Trust has not exercised the option of conversion.
 
 7.          
 Commitments and contingencies:
 
 The
Internal Revenue Service has a federal tax lien against all of the property and
rights to the property of Big Scherm’s, Chiefs and NYC’s former parent, Smart
Parking, Inc., for unpaid federal withholding taxes for the years ended December
31, 1999 and 2000. The unpaid balance continues to incur additional charges for
interest at the current rate charged by the Internal Revenue
Service.
 
 On August
30, 2004, the Company entered into an employment agreement with its Chief
Executive Officer/President. On August 30, 2004, Parking Pro entered into an
employment agreement with its Vice President. Both agreements expired on August
29, 2007 as stated in the terms of the agreement. For their services, each
received an annual base compensation of $25,000.
 
 During
the year ended December 31, 2007 there was $ 30,000 recorded for the employment
agreement.
  12
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 EXPLORATIONS
GROUP, INC.
 (Registrant)
  By
                    
                    /s/ Eric Brown(Eric
      Brown, Chief ExecutiveOfficer,
      Chief Financial Officer,President
      and Director)
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated below.
 
 Signature
                            
                            Title
                            
                            Date/s/
      Eric Brown
                            
                            Chief
      Executive Officer,
                            
                            February
      3, 2009Chief
      Financial Officer(Eric
      Brown)
                            
                            President
      and Director
 
 EXHIBIT
INDEX
 
 Exhibit
                
                Contents31
                
                Certification
      of Chief Executive Officer and Chief Financial Officer, as required by
      Rule 13a-14(a) of the Securities Exchange Act of 193432
                
                Certification
      of Chief Executive Officer and Chief Financial Officer, as required by
      Rule 13a-14(b) of the Securities Exchange Act of
  1934
  13