**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**






**FORM
      10-KSB**






x Annual
      report
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      fiscal year ended December 31, 2005.




o 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: (212)
      722-4424





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
o 
NO
x










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. o





Issuer's
      revenues for its most recent fiscal year: $117,982.





Aggregate
      market value of the voting stock held by non-affiliates of the registrant,
      based
      upon the closing price of the Common Stock on January 24, 2007:
      24,528.





Number
      of
      shares outstanding of each of the registrant's classes of common stock as of
      January 24, 2007: Common Stock: 9,515,869





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




2


**EXPLORATIONS
      GROUP, INC.**


**2004
      FORM 10-KSB ANNUAL REPORT**


**Table
      of Contents**




Trademarks/DefinitionsPART
                I
            4Item
                1. Business
            8Item
                2. Properties
            9Item
                3. Legal Proceedings
            9Item
                4. Submission of Matters to a Vote of Security Holders
            9PART
                IIItem
                5. Market for the Registrant's Common Equity and RelatedStockholder
                Matters
            9Item
                6. Management's Discussion and Analysis of FinancialCondition
                and Results of Operations
            10Item
                7. Financial Statements
            13Item
                8. Changes in and Disagreements with Accountants onAccounting
                and Financial Disclosure
            15Item
                8A. Controls and Procedures
            15PART
                IIIItem
                9. Directors and Executive Officers of the Registrant
            16Item
                10. Executive Compensation
            18Item
                11. Security Ownership of Certain Beneficial Owners and
                Management
            19Item
                12. Certain Relationships and Related Transactions
            21Item
                13. Exhibits, Financial Statements, and Reports on Form 8-K
                Signatures
            21Item
                14. Principal Accounting Fees and Services
            22




Signature





Index
      of
      Exhibits





TRADEMARKS/DEFINITIONS





"Parking
      Pro" is a trademark of Explorations Group, Inc. All other trademarks, service
      marks or trade names referred to in this Form 10-KSB are the property of their
      respective owners. Except as otherwise required by the context, all references
      in this Form 10-KSB to (a) "we," "us," "our," the "Company" or "Explorations"
      refer to the consolidated operations of Explorations Group, Inc., a Delaware
      corporation, and its wholly-owned subsidiaries and (b) "you" refers to the
      reader of this Form 10-KSB.




3


**PART
      I**





**Item
      1: Business**





DESCRIPTION
      OF OUR BUSINESS





As
      of the
      beginning of 2004, the Company, through its operating subsidiary Pop Starz,
      Inc., was engaged in the business of operating high-energy dance training
      centers, concentrating on the musical genre popularly referred to as "Hip Hop"
      and "Pop." Pop Starz' ultimate goal was the development and operation of dance
      and talent development programs (dance, acting, modeling 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.





During
      2004, the Company decided to pursue a new business direction and 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 May, 2004, for the principal purpose of acquiring
      and
      managing parking lots and garages in New York City and surrounding areas. As
      of
      the date hereof, Parking Pro, through the ownership of three wholly-owned
      subsidiary corporations ("Subsidiary" or "Subsidiaries"), operates three (3)
      parking facilities in New York City which they lease from non-affiliated
      property owners.





As
      of
      September 9, 2004, the business of Parking Pro, operating three (3) parking
      garages in New York City, became the Company’s sole operating business. The
      acquisition of Parking Pro was accounted for as a reverse acquisition and the
      remaining discussion of the business of the Company shall be set forth as if
      Parking Pro had been acquired on January 1, 2004.





**Industry
      Overview**





The
      parking industry is highly fragmented, consisting of a few nationwide companies
      and a large number of smaller operators, including a substantial number of
      companies providing parking as an ancillary service in connection with property
      management or ownership. The parking industry as a whole is experiencing a
      period of rapid consolidation. Based upon the research report of The Parking
      Market Research Company, dated May 1997, the parking sector consisted of
      approximately 2,200 firms generating over $4 billion in annual revenues in
      1995.
      The report indicated that the overall size of the parking industry in 1995,
      including public parking lots, was in excess of $26 billion. There are
      approximately 35,000 parking structures representing 5,000,000 spaces in the
      United States.





Overall
      parking industry expansion is created by new construction. Since new
      construction in the United States slowed in the late 1980's and has only
      gradually begun to increase in recent years, growth in parking companies in
      the
      1990's has generally resulted from take-aways from other parking companies.
      Take-aways and new construction are essential to growth in the parking industry
      because of the limitations on revenue growth of existing operations. While
      some
      growth in revenues from existing operations is possible through redesign,
      increased operational efficiency, or increased facility use and prices, such
      growth is ultimately limited by the size of a facility and market
      conditions.





4




Privatization
      of government operations and facilities could provide new opportunities for
      the
      parking industry. Currently, government-controlled parking facilities, operated
      by municipal entities, account for approximately 50% of all lots. Cities and
      municipal authorities may consider retaining private firms to operate facilities
      and parking-related services in an effort to reduce operating budgets and
      increase efficiency.





The
      Company anticipates the continued growth of the private parking industry due
      to
      general trends, which include the following:





•  Major
      long-term industry consolidation through acquisitions.





•  Privatization
      of government-controlled parking, patrolling, ticketing and other related
      services.





•  Outsourcing
      of ancillary parking services by public and private commercial real estate
      owners.





•  Changing
      industry leasing practices to require significant up-front lease payments,
      which
      favor well-capitalized operations.





**New
      York Parking Market**




The
      Company's growth will be as a result of a well-formulated acquisition strategy
      initially focused on the New York metropolitan area. Parking is a large business
      in the New York area with approximately 1 - 1.5 million cars entering New York
      City everyday. According to the Metropolitan Parking Authority, the New York
      parking industry is broken down as follows:


LotsManhattan
              407
                  parking lots (capacity 35,411 cars)Outer
                  Boroughs
              878
                  parking lots (capacity 111,218 cars)GaragesManhattan
              822
                  garages (capacity 126,884 cars)Outer
                  Boroughs
              1,183
                  garages (capacity 193,889 cars)




The
      New
      York parking business is dominated by a handful of large companies with
      resources substantially greater than those of the Company. These organizations
      generally focus on high profile, high turnover Manhattan facilities with
      capacities greater than 150 cars.




**Our
      Strategy**





The
      Company looks for smaller, obscure locations that tend to be under the "radar
      screens" of the larger operators.




5




Competition
      for the smaller sites is generally limited to a handful of existing players
      similar in size to the Company. New entrants generally encounter great
      difficulty entering the New York market as sellers will usually only deal with
      established operators. The bidding process is therefore usually less
      competitive, creating attractive opportunities for the Company.




The
      Company carefully selects and analyzes new sites by conducting an examination
      of
      a location's potential demand based on traffic patterns and counts, area
      demographics, and potential competitors, and compares this analysis to the
      projected revenues and costs of the facility.




The
      Company has established a successful acquisition strategy, which has resulted
      in
      rapid growth in both number of locations and revenues. This strategy depends
      heavily on management’s ability to identify and integrate acquisitions.
      Historically, the Company's management has acquired sixty-six (66) parking
      locations.




The
      Company believes that consolidation is being driven primarily by the opportunity
      to achieve economies of scale. The most obvious savings from consolidation
      will
      be attained by reducing redundant overhead costs, but may also be achieved
      through operating improvements such as implementing improved management
      practices and control systems. The Company has developed and successfully
      employed a strategy of consolidation by applying standardized professional
      management strategies to a fragmented, local business environment with
      exploitable economies of scale.




The
      Company seeks to reduce redundant overhead costs as well as realize operating
      improvements such as implementing standardized management practices and
      management information systems. Over the last several years, the Company’s
      management has completely re-engineered all of its accounting and operations
      software and now utilizes a sophisticated software system that generates a
      range
      of reports to audit access control systems for the Company's parking facilities.
      Labor cost is controlled by a decentralized structure of well-trained, highly
      motivated managers that is complemented by computerized parking and accounting
      systems.




On
      the
      demand side, consolidation is driven by the requirements of large property
      owners for professional management, increased services, up-front capital
      investments and superior financial reporting. These parties often outsource
      parking operations to parking management companies in an effort to maximize
      profits or leverage the original rental value to a third-party
      lender.




**Operations**





The
      parking facility which we operate is located in Manhattan and is operated under
      a lease from a third-party landlord. The following table shows the general
      location, size and remaining lease term for the parking facility:




Location
            
            Capacity
            
            Lease
                Term
              Remaining
                (in years)Manhattan
            
            
            200
            
            
            7




6




The
      Company plans to search out new parking facilities as well as valet
      opportunities. The company emphasizes the importance of marketing, containing
      costs, realizing economies of scale, maintaining strict cash control, using
      a
      decentralized management structure, providing strong training programs for
      employees and enhancing management information systems in order to attract
      new
      and retain existing parking patrons.




Leases





Lease
      arrangements are typically for terms of three to twenty years and provide for
      renewals and contractually established payments to the facility owner regardless
      of the operating earnings of the parking facility. Under these leases the
      Company is responsible for all facets of the parking operations, including
      utilities and ordinary and routine maintenance, but is generally not responsible
      for major maintenance, repair, or property taxes.




Maintenance





At
      least
      annually, and when needed on a more frequent basis, the Company’s management
      services include painting of traffic guides and parking areas, lighting of
      areas
      for improved operations and safety, gate maintenance, and electronics upgrade
      and maintenance. As a result, the Company has, in a short period of time, built
      an enviable reputation for quality services operating within the demanding
      and
      highly competitive New York environment.





Management
      Controls





The
      parking industry in general is plagued by a high turnover of employees and
      a
      loss of receipts due to theft. The Company maintains an exceptionally low
      turnover rate and believes it has minimized theft due to its exceptional
      recruitment process and its sophisticated revenue control system. The Company
      utilizes a software system that generates a range of reports to audit the
      Company's parking facilities. These reports provide management with current
      data
      concerning patron traffic, revenue collection and all other facets of the
      Company's operations.





**Intellectual
      Property**





Our
      intellectual property consists of our trademarks including “Parking Pro.” The
      Company has not filed applications for registration of any of its trademarks.
      The Company regards the protection of our copyrights, service marks, trademarks,
      trade dress and trade secrets as critical to our future success. We rely on
      a
      combination of copyright, trademark, service mark and trade secret laws, and
      contractual restrictions to establish and protect our proprietary rights in
      products and services.





Although
      we do not believe that we infringe the proprietary rights of third parties,
      there can be no assurance that third parties will not claim infringement by
      us
      with respect to past, current or future technologies. Any such claim, whether
      meritorious or not, could be time-consuming, result in costly litigation and
      could have a material adverse effect upon our business, results of operations
      and financial condition.





7




**Employees**





As
      of
      December 31, 2005, the Company employed five (5)
      full-time employees.





The
      future success of the Company will depend in part on our continued ability
      to
      attract, integrate, retain and motivate highly qualified technical and
      managerial personnel, and upon the continued service of our senior management
      personnel. The competition for qualified personnel in our industry and
      geographical location is intense, and there can be no assurance that we will
      be
      successful in attracting, integrating, retaining and motivating a sufficient
      number of qualified personnel to conduct our business in the future. The Company
      has never had a work stoppage, and no employees are represented under collective
      bargaining agreements. We consider our relations with our employees to be
      good.





**Subsidiaries**





The
      Company currently has one wholly-owned subsidiary, Parking Pro, Inc., a New
      York
      corporation. Parking Pro, Inc. has three wholly-owned subsidiaries: Big Scherm
      Corp., a New York corporation, Chiefs Management Corp., a New York corporation
      and NYC Parking Services Corp., a New York corporation.





**Forward-Looking
      Statements**





The
      Company or management may make or may have made certain forward-looking
      statements, orally or in writing, such as those within Management's Discussion
      and Analysis contained in its various SEC filings. The Company wishes to ensure
      that such statements are accompanied by meaningful cautionary statements, so
      as
      to ensure to the fullest extent possible the protections of the safe harbor
      established in the Private Securities Litigation Reform Act of 1995. Such
      statements are therefore qualified in their entirety by reference to and are
      accompanied by the following discussion of certain important factors that could
      cause actual results to differ materially from those described in such
      forward-looking statements.





The
      Company cautions the reader that this list of factors is not intended to be
      exhaustive. The Company operates in a continually changing business environment,
      and new risk factors emerge from time to time. Management cannot predict such
      factors, nor can it assess the impact, if any, of such factors on the Company's
      business or the extent to which any factors may cause actual results to differ
      materially from those described in any forward-looking statement. None of the
      Company's forward-looking statements should be relied upon as a prediction
      of
      actual results.





The
      Company faces risks and uncertainties that could render actual events materially
      different than those described in our forward-looking statements. These risks
      and uncertainties are described elsewhere in this report.




8




**Item
      2: Properties**





Our
      executive office consists of approximately 1,200 square feet of office space
      in
      Brooklyn, New York. This facility is leased on a month to month basis from
      an
      affiliate of the Company. We currently do not pay any rent for the use of the
      office space. The monthly rent is currently $35,700
      per annum ,
      and our
      leased space is still sufficient to cover future growth. We believe that our
      current facilities are adequate for the purposes for which they are intended
      and
      that they provide sufficient capacity to accommodate the Company’s expansion
      plan.





In
      addition, the Company currently leases one parking facility from a third-party
      landlord with various lease expiration terms, as shown below:





Location
            
            Capacity
            
            Lease
                Term
              Remaining
                (in years)Manhattan
            
            
            200
            
            
            7





**Item
      3: Legal Proceedings**





None





**Item
      4: Submission of Matters to a Vote of Security Holders**





None





**PART
      II**





**Item
      5: Market for Registrant's Common Equity and Related Stockholder
      Matters**





As
      of
      December 31, 2005, there were approximately 100 stockholders of record. The
      Company believes that it has approximately 150 beneficial stockholders.





The
      Company's common stock trades Over-The-Counter under the symbol: EXGI.





The
      following table sets forth the range of high and low bid prices per share of
      common stock. The quotations shown below reflect inter-dealer prices, without
      mark-up, markdown or commissions and may not present actual transactions.




Common
                StockHigh
            
            LowQuarter
                ended:March
                31, 2004
            
            
            1.00
            
            
            .30June
                30, 2004
            
            
            .70
            
            
            .30September
                30, 2004
            
            
            .50
            
            
            .30December
                31, 2004
            
            
            .30
            
            
            .30March
                31, 2005
            
            
            .06
            
            
            .06June
                30, 2005
            
            
            .10
            
            
            .06September
                30, 2005
            
            
            .08
            
            
            .034December
                31, 2005
            
            
            .08
            
            
            .02





9




**Dividends**





The
      Company has never declared, nor has it paid, any cash dividends on its Common
      Stock. The Company currently intends to retain any earnings to finance future
      growth and does not anticipate paying any cash dividends on its Common Stock
      in
      the foreseeable future.





**Item
      6: Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**





RESULTS
      OF OPERATIONS





The
      following discussion should be read in conjunction with the consolidated
      financial statements and related notes included elsewhere herein. Historical
      results and percentage relationships are not necessarily indicative of the
      operating results for any future period. Within this discussion and analysis,
      all dollar amounts (except for per share amounts) have been rounded to the
      nearest thousand.





REVENUES





Our
      revenue is comprised of parking fees for garages that we operate on our
      own , license
      fees or rent payments for garages that we license or sublease to third
      parties , and
      management fees that we receive under management agreements. For the year ended
      December 31, 2005, we generated revenue of $117,982 which consisted of parking
      fees from customers and management fees, received under the management
      agreements, entered into with third-party operators, as compared to $1,209,353
      for the year ended December 31, 2004. The decrease in revenue is attributed
      to
      the closing of two out of the Company’s three parking facilities during
      2005.





OPERATING
      EXPENSES





Our
      operating expenses are comprised of personnel expenses and general and
      administrative expense. Our total operating expenses for calendar year 2005
      were
      $297,234, as compared to $1,405,889 for calendar year 2004. Our personnel
      expenses for the year ended December 31, 2005 were $70,000, which were salaries
      accrued to our President but not paid as compared to the slightly higher $76,595
      for calendar year 2004. Our general and administrative expenses include all
      of
      our other expenses other than salaries, such as administrative costs, fees
      for
      professional services and rent. Our general and administrative expenses for
      the
      year ended December 31, 2005 were $227,234 and $1,405,889 for calendar year
      2004.





OPERATING
      LOSS





Our
      operating loss is our operating revenue less our operating expenses. For the
      year ended December 31, 2005 our operating loss was $339,878 as compared to
      $1,105,504 for 2004.





LIQUIDITY
      AND CAPITAL RESOURCES





Net
      cash
      provided in operating activities during 2005 was $3,117 which primarily
      consisted of security deposits made to landlords and stock based compensation.





10




Net
      cash
      provided by financing activities in 2005 was $0, which primarily consisted
      of
      proceeds received from the sale of common stock. Net cash used in investing
      activities during 2005 was $0.





The
      Company’s capital requirements are dependent on several factors, including: rent
      payments due, acquisitions, and professional fees. At December 31, 2005, the
      Company had cash and cash equivalents totaling $3,328. Although the Company’s
      working capital is currently in a shortfall position, we believe that cash
      to be
      generated by existing and new business operations in 2006 will be sufficient
      to
      meet our anticipated cash needs for working capital and capital expenditures
      for
      the next fiscal year.





If
      cash
      generated from operations is insufficient to satisfy our liquidity requirements,
      we may seek to restructure the liabilities of the company and/or sell additional
      equity, debt securities and/or obtain a credit facility. The sale of additional
      equity or convertible debt securities could result in additional ownership
      dilution to our stockholders. The incurrence of indebtedness would result in
      an
      increase in our fixed obligations and could result in borrowing covenants that
      would restrict our operations. There can be no assurance that financing will
      be
      available in amounts or on terms acceptable to us, if at all. If financing
      is
      not available when required or is not available on acceptable terms, we may
      be
      unable to develop or enhance our products or services. In addition, we may
      be
      unable to take advantage of business opportunities or respond to competitive
      pressures. Any of these events could have a material and adverse effect on
      our
      business, results of operations and financial condition.





RISKS
      AND
      UNCERTAINTY


Our
      business is subject to the effects of general economic conditions, and in
      particular competition and government regulation.





Other
      risks and uncertainties for the Company include, but are not limited
      to:





O
      Adverse
      changes in general economic conditions including the price of
      gasoline


O
      the
      Company might not be able to fund our working capital needs from cash
      flows


O
      Increased competition


O
      Litigation





The
      Company may experience material fluctuations in future revenues and operating
      results on a quarterly or annual basis resulting from a number of factors,
      including but not limited to the risks discussed above.





The
      preceding statements under "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" which are not historical facts are
      forward-looking statements. These forward-looking statements involve risks
      and
      uncertainties that could render them materially different, including, but not
      limited to, the risk that new products and product upgrades may not be available
      on a timely basis, the risk that such products and upgrades may not achieve
      market acceptance, the risk that competitors will develop similar products
      and
      reach the market first, and the risk that we would not be able to fund its
      working capital needs from cash flow.





11





CRITICAL
      ACCOUNTING POLICIES





The
      Company recognizes revenue from license fees and management contracts over
      the
      term of the related agreement using the straight-line method. The difference
      between the license fees and management contract revenue collected and the
      straight-line amount computed is included in the amount of deferred license
      fees
      and management contract revenue reported on the balance sheet.





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.




12


**Item
      7: Financial Statements**





Index
                to Item 7: Financial Statements
            PageReports
                of Independent Certified Public Accountants
            14Consolidated
                Balance Sheet
            15Consolidated
                Statements of Operations
            16Consolidated
                Statements of Stockholders' EquityConsolidated
                Statements of Cash Flows
            17Notes
                to Consolidated Financial Statements
            20-24





13


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, 2005 and the related consolidated statements of operations,
      stockholders’ deficit and cash flows for the two years ended December 31, 2005.
      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, 2005, and the results of its operations and cash flows for the two years
      ended December 31, 2005, 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 Notes 1 and 8
      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 Notes 1 and 8. 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


September
      29, 2006




14


**EXPLORATIONS
                  GROUP, INC.****BALANCE
                  SHEET****DECEMBER
                  31, 2005****ASSETS**
  **Current
                  assets:**Cash
                  and cash equivalents
              
              $
              3,328Property
                  and equipment, net of accumulateddepreciation
                  of $ 264
              
              
              1,341**Other
                  assets:**Due
                  from related parties
              
              
              -Security
                  deposits
              
              
              59,000Total
                  assets
              
              $
              60,341**LIABILITIES
                  AND STOCKHOLDER'S DEFICIT****Current
                  liabilities:**Convertible
                  bond payable
              
              $
              25,000Accounts
                  payable
              
              
              17,829Sales
                  tax payable
              
              
              122,720Accrued
                  expenses and taxes payable
              
              
              571,033Total
                  current liabilities
              
              
              736,582**Long-term
                  liabilities:**Due
                  to related parties
              
              
              116,119Total
                  liabilities
              
              
              852,701**Commitments
                  and contingencies****Stockholders'
                  deficit:**Preferred
                  stock - A
              
              
              -Preferred
                  stock - B, 67,500 issued and outstanding
              
              
              675Common
                  stock , Authorized 100,000,000 shares .01 par value issued and
                  outstanding
                  10,265,869
              
              
              102,659Common
                  stock - issuable
              
              
              201Additional
                  paid-in capital
              
              
              1,198,770Accumulated
                  deficit
              
              
              (2,091,337
              )Total
                  stockholder's deficit
              
              
              (789,032
              )Total
                  liabilities and stockholder's deficit
              
              $
              63,669
  The
        accompanying notes are an integral part of these financial
        statements.


15




**EXPLORATIONS
                  GROUP, INC.****STATEMENT
                  OF OPERATIONS****YEARS
                  ENDED DECEMBER 31**
  2005
              
              2004Parking
                  Revenue
              
              $
              117,982
              
              $
              1,209,353Cost
                  of Sales
              
              
              160,626
              
              
              696,614Gross
                  Profit
              
              
              (42,644
              )
              
              512,739Expenses:Personnel
              
              
              70,000
              
              
              76,595General
                  and administrative
              
              
              227,234
              
              
              1,329,294Total
                  expenses
              
              
              297,234
              
              
              1,405,889Opertaing
                  Loss
              
              
              (339,878
              )
              
              (893,150
              )Provsion
                  for Taxes
              
              
              -
              
              
              (16,665
              )Loss
                  before loss of discontinued operations
              
              
              (339,878
              )
              
              (909,815
              )Loss
                  from spin-off of
              
              
              -
              
              
              (159,559
              )discontinued
                  operationsLoss
                  from discontinued
              
              
              -
              
              
              (36,130
              )operations(195,689
              )Net
                  Loss
              
              $
              (339,878
              )
              $
              (1,105,504.0
              )




The
      accompanying notes are an integral part of these financial
      statements.





16


**EXPLORATIONS
                  GROUP, INC.****STATEMENT
                  OF CASH FLOWS****YEARS
                  ENDED DECEMBER 31**
  **Cash
                  Flows From Operating Activities:**
              
              2005
              
              2004Net
                  loss
              
              $
              (339,878
              )
              $
              (1,105,504
              )Adjustments
                  to reconcile net loss from operations tonet
                  cash provided by operating activities:Loss
                  from discontinued operations
              
              
              -
              
              
              195,689Depreciation
              
              
              113
              
              
              132Stock
                  based compensation
              
              
              187,425
              
              
              333,369Bad
                  debt expense
              
              
              -
              
              
              70,611Settlement
                  income
              
              
              -
              
              
              (14,400
              )Changes
                  in assets and liabilities:Accounts
                  receivableOther
                  current assets
              
              
              -
              
              
              68,045Other
                  assets
              
              
              -
              
              
              74,000Accounts
                  payable
              
              
              
              
              
              136,548Accrued
                  expenses
              
              
              131,337
              
              
              199,849Advanced
                  parking fee revenue
              
              
              -
              
              
              (10,000
              )Due
                  to landlords
              
              
              
              
              
              (212,000
              )Security
                  deposits payable
              
              
              (15,000
              )Due
                  to related parties
              
              
              200,273Deferred
                  rent
              
              
              -
              
              
              (76,000
              )Income
                  taxes payable
              
              
              -
              
              
              (137,000
              )Other
                  payablesUnearned
                  revenueNet
                  Cash Provided by Operating Activities
              
              
              3,117
              
              
              (476,661
              )**Cash
                  Flows from Investing Activities:**Purchase
                  of property and equipment
              
              
              -
              
              
              (1,586
              )**Cash
                  Flows from Financing Activities:**Proceeds
                  from issuance of convertible bond
              
              
              -
              
              
              25,000Advances
                  from related parties
              
              
              -Issuance
                  of common stock
              
              
              -
              
              
              556,612Payments
                  to related parties
              
              
              -
              
              
              (84,154
              )Offering
                  costs paid
              
              
              -
              
              
              (27,000
              )Cancellation
                  of debt for common stock
              
              
              -Net
                  Cash Provided By Financing Activities
              
              
              -
              
              
              470,458Net
                  Increase in Cash
              
              
              3,117
              
              
              (7,789
              )Cash
                  - Beginning of Year
              
              
              211
              
              
              8,000Cash
                  - End of Year
              
              $
              3,328
              
              $
              $211**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:****Cash
                  Paid During the Year for Interest and Taxes:**Income
                  taxes
              
              $
              -
              
              $
              -Interest
              
              $
              20
              
              $
              -**Non-cash
                  Investing and Financing Activities:**Common
                  stock issued for debt
              
              $
              -
              
              $
              308,400


The
      accompanying notes are an integral part of these financial
      statements.





17


**Explorations
                Group, Inc.,****STATEMENT
                OF CHANGES IN CAPITAL DEFICIENCY****For
                the years ended December 31, 2005 and
                2004**




**Convertible**
            
            **Convertible**
            
            **Common
                Stock**
            
            **Common
                Stock Issuable**
            
            **Additional**
            
            
            
            **Total****Preferred
                Stock A**
            
            **Preferred
                Stock B**
            
            **$.01
                Par Value**
            
            **$.01
                Par Value**
            
            **Paid-in**
            
            **Accumulated**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Deficit**Balance
                at December 31, 2003
            
            
            -
            
            $
            -
            
            
            67,500
            
            
            675
            
            
            750,000
            
            $
            7,500
            
            
            -
            
            
            -
            
            $
            (8,175
            )
            $
            (645,955
            )
            $
            (645,955
            )Recapitalization
                of company
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,293,567
            
            
            32,936
            
            
            13,111
            
            
            131
            
            
            131,810
            
            
            -
            
            
            165,112Sale
                of common stock net
            
            
            23,536
            
            
            235
            
            
            -
            
            
            -
            
            
            1,340,000
            
            
            13,400
            
            
            -
            
            
            -
            
            
            321,600
            
            
            -
            
            
            335,000Offering
                costs paid
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (27,000
            )
            
            -
            
            
            (27,000
            )Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            155,000
            
            
            1,550
            
            
            7,000
            
            
            70
            
            
            38,880
            
            
            -
            
            
            40,500Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            888,000
            
            
            8,880
            
            
            -
            
            
            -
            
            
            299,520
            
            
            -
            
            
            308,400Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            470,720
            
            
            4707
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            -Common
                stock issued for services
            
            
            (23,536
            
            
            (235
            
            
            -
            
            
            -
            
            
            90,000
            
            
            900
            
            
            -
            
            
            -
            
            
            35,100
            
            
            -
            
            
            36,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            35,000
            
            
            -
            
            
            36,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            26,000
            
            
            260
            
            
            -
            
            
            -
            
            
            4,940
            
            
            -
            
            
            5,200Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            100,846
            
            
            1,008
            
            
            -
            
            
            -
            
            
            19,161
            
            
            -
            
            
            20,169Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            380,500
            
            
            3,805
            
            
            -
            
            
            -
            
            
            72,295
            
            
            -
            
            
            76,100Common
                stock issued for services
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            380,500
            
            
            3,805
            
            
            -
            
            
            -
            
            
            72,295
            
            
            -
            
            
            76,100Common
                stock issued for services
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            8,250
            
            
            83
            
            
            -
            
            
            -
            
            
            1,567
            
            
            -
            
            
            1,650Common
                stock issued for services
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            8,250
            
            
            83
            
            
            -
            
            
            -
            
            
            1,567
            
            
            -
            
            
            1,650Common
                stock issued for services
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            200,000
            
            
            2,000
            
            
            -
            
            
            -
            
            
            18,000
            
            
            -
            
            
            20,000Common
                stock issued for services
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Net
                Loss for the year ended December 31, 2004
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,105,504
            )
            
            (1,105,504
            )Balance
                at December 31, 2004
            
            
            -
            
            $
            -
            
            
            67,500
            
            $
            675
            
            
            8,391,633
            
            $
            83,917
            
            
            -
            
            $
            201
            
            $
            1,030,088
            
            $
            (1,751,459
            )
            $
            (636,578
            )




18




**Explorations
                Group, Inc.,****STATEMENT
                OF CHANGES IN CAPITAL DEFICIENCY****For
                the years ended December 31, 2005 and
                2004**




**Convertible**
            
            **Common
                Stock**
            
            **Common
                Stock Issuable**
            
            **Additional**
            
            
            
            **Total****Preferred
                Stock B**
            
            **$.01
                Par Value**
            
            **$.01
                Par Value**
            
            **Paid-in**
            
            **Accumulated**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Deficit**Balance
                at December 31, 2004
            
            
            67,500
            
            $
            675
            
            
            8,391,633
            
            $
            83,917
            
            
            20,111
            
            $
            201
            
            $
            1,030,088
            
            $
            (1,751,459
            )
            $
            (636,578
            )Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            3,000
            
            
            30
            
            
            -
            
            
            -
            
            
            270
            
            
            -
            
            
            300Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            8,500
            
            
            85
            
            
            -
            
            
            -
            
            
            765
            
            
            -
            
            
            850Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            5,500
            
            
            55
            
            
            -
            
            
            -
            
            
            495
            
            
            -
            
            
            550Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            14,236
            
            
            142
            
            
            -
            
            
            -
            
            
            1,282
            
            
            -
            
            
            1,424Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            200,000
            
            
            2,000
            
            
            -
            
            
            -
            
            
            18,000
            
            
            -
            
            
            20,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            250,000
            
            
            2,500
            
            
            -
            
            
            -
            
            
            22,500
            
            
            -
            
            
            25,000Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            71,500
            
            
            715
            
            
            -
            
            
            -
            
            
            6,435
            
            
            -
            
            
            7,150Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            41,000
            
            
            410
            
            
            -
            
            
            -
            
            
            3,690
            
            
            -
            
            
            4,100Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            41,000
            
            
            410
            
            
            -
            
            
            -
            
            
            3,690
            
            
            -
            
            
            4,100Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            9,000
            
            
            90
            
            
            -
            
            
            -
            
            
            810
            
            
            -
            
            
            900Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            80,500
            
            
            805
            
            
            -
            
            
            -
            
            
            7,245
            
            
            -
            
            
            8,050Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            750,000
            
            
            7,500
            
            
            -
            
            
            -
            
            
            67,500
            
            
            -
            
            
            75,000Net
                loss for the year ended December 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (339,878
            )
            
            (339,878
            )Balance
                at December 31, 2005
            
            
            67,500
            
            $
            675
            
            
            10,265,869
            
            $
            102,659
            
            
            20,111
            
            $
            201
            
            $
            1,198,770
            
            $
            (2,091,337
            )
            $
            (789,032
            )




19





**EXPLORATIONS
      GROUP, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**




**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 acquisitions were treated as a
      merger of businesses under common control and accounted for in a manner similar
      to a pooling of interests.





The
      financial statements have been prepared assuming that the Company will continue
      as a going concern. As reflected in the accompanying statements, the Company
      has
      negative working capital and a capital deficiency. These factors raise
      substantial doubt as to the Company’s ability 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.




20




**EXPLORATIONS
      GROUP, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**




**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, 2005.




**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:**





The
      Company has ceased all parking operations and continued it consulting activities
      during 2005.





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.





21


**EXPLORATIONS
      GROUP, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**




**2.**  **Reorganization:**





On
      July
      29, 2004 the Company executed a reorganization agreement (the “Agreement”)
      with Explorations
      Group, Inc. (“Explorations”). Under the terms of the Agreement, the Company’s shareholders
      shall exchange all of the issued and outstanding shares of common stock of
      the Company
      in exchange for 1,500,000 shares of Explorations, $ .01 par value, common stock
      and 60,000
      shares of Class B voting convertible preferred shares. Each Class B share is
      convertible into 100
      shares of Explorations common stock. Of the 7,500,000 shares of common stock
      that may be received
      by the Company’s shareholders, 6,000,000 shares shall be designated as
“Restricted Shares”.
      Upon the Company’s acquisition of interests in other parking facilities (a
“Facility”) either owned
      or
      operated by affiliates of the Company or third parties (a “Facility
      Acquisition”), for which it
      acquires leases and/or management contracts, all restriction and cancellation
      provisions on six (6)
      restricted shares shall be removed for each one hundred ($ 100) dollars in
      annualized earnings before
      interest, taxes, depreciation and amortization (“EBITDA “) acquired by the
      Company as a result
      of
      such Facility Acquisition, which shall be determined by the December 31, 2003
      financial statements. The restrictions shall be removed from the Restricted
      Shares held by the shareholders on a pro rata basis. In the event that on
      February 15, 2005 any restricted shares remain, all such shares shall be deemed
      cancelled.





**3.**  **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, 2005 the company did not pay any management
      fees.





**4.** **License
          agreement:**





On
      April
      28, 2000, a subsidiary entered into a license agreement for a five year term,
      commencing May 1, 2000, to provide a third party with the right to park its
      vehicles on a lot that is leased by the Chiefs Management Corp. The license
      agreement called for the third party to pay all of the expenses related to
      this
      property through September 30, 2005.





**5.**  **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. The terms of
      the
      agreement call for the subsidiary to receive future minimum fees as
      follows:




Year
              ending
              December
                31,
            
            
            Amount2005
            
            $
            288,0002006
            
            
            60,000$
            $
              348,000





22


**EXPLORATIONS
      GROUP, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**




**6.** **Common
        stock:**




During
      the quarter ended March 31, 2005 the Company issued 1,874,236 shares of common
      stock for business services rendered. The Company valued these common shares
      at
      the fair market value on the date of issuance of $ 0.10 per share or $ 187,424
      based on the quoted trading price and recorded stock based compensation of
      said
      amount.




**7.** **Income
        taxes:**





Due
      to a
      net loss, there is no current income tax provision for the year ended December
      31, 2005.





The
      tax
      provision for income taxes differs from the “expected” tax expense for the year
      ended December 31, 2005, computed by applying a federal corporation tax rate
      of
      34% as follows:





Computed
                “expected” tax expense
            
            $
            (75,277
            )Valuation
                allowance
            
            
            75,277$
            -
                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
            
            $
            727,751Gross
                deferred tax asset
            
            
            727,751Valuation
                allowance
            
            
            (727,751
            )Net
                deferred tax asset
            
            $
            -
                0 -





As
      of
      December 31, 2005, the Company has a net operating loss carryforward of
      approximately $
      2,100,000 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.




23




**EXPLORATIONS
      GROUP, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005**




**8.**  **Going
      concern:**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has a stockholders deficit of
      $
      869.608 and a working capital deficit of $ 733,253 at December 31, 2005. The
      Company had a net loss of $ 339,878 and operations provided cash in the amount
      of $ 3,117 during the year ended December 31, 2005. 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.





**9.**  **Commitments
      and contingencies:** ****





**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.





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 expire on August
      29, 2007, unless terminated earlier in accordance with the terms of the
      agreement. For their services, each will receive an annual base compensation
      of
      $ 25,000. The compensation could increase from time to time if the Company
      achieves certain financial thresholds calculated as the Company’s earnings
      before interest, income taxes, depreciation and amortization, as set forth
      below
      (“EBITDA Trigger”). The EBITDA Trigger will be calculated quarterly by
      annualizing the year-to-date EBITDA reported on the Company’s quarterly filings
      with the Securities and Exchange Commission.




**EBITDA
                Trigger**
            
            
            **Compensation**$
            1,200,000
            
            $
            100,000$
            1,500,000
            
            $
            150,000$
            2,000,000
            
            $
            250,000





24


**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**




None





**Item
      8A. Controls and Procedures**





Disclosure
      controls and procedures are the Company’s controls and other procedures that are
      designed to ensure that information required to be disclosed by the Company
      in
      the reports that the Company files or submits under the Securities Exchange
      Act
      of 1934 is recorded, processed, summarized and reported, within the time periods
      specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      the
      Company in the reports that it files under the Exchange Act is accumulated
      and
      communicated to the Company’s management, including its Chief Executive Officer,
      as appropriate to allow timely decisions regarding required
      disclosure.





Under
      the
      supervision and with the participation of the Company’s management, including
      its Chief Executive Officer, the Company has evaluated the effectiveness of
      the
      design and operation of the Company’s disclosure controls and procedures as of
      the end of the reporting period, and, based on their evaluation, the Company’s
      Chief Executive Officer has concluded that these controls and procedures were
      effective. There were no significant changes in the Company’s internal controls
      over financial reporting identified in connection with an evaluation thereof
      that occurred during the Company’s last fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over fiscal reporting.





LIMITATIONS
      ON THE EFFECTIVENESS OF INTERNAL CONTROL





Management
      does not expect that our disclosure controls and procedures or our internal
      control over financial reporting will necessarily prevent all fraud and material
      errors. An internal control system, no matter how well conceived and operated,
      can provide only reasonable, not absolute, assurance that the objectives of
      the
      control system are met. Further, the design of a control system must reflect
      the
      fact that there are resource constraints and the benefits of controls must
      be
      considered relative to their costs. Because of the inherent limitations on
      all
      internal control systems, no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within the
      Company have been detected. These inherent limitations include the realities
      that judgments in decision-making can be faulty and that breakdowns can occur
      because of simple error or mistake. The design of any system of internal control
      is also based in part upon certain assumptions about the likelihood of future
      events and there can be no assurance that any design will succeed in achieving
      its stated goals under all potential future conditions. Over time, controls
      may
      become inadequate because of changes in circumstances, and/or the degree of
      compliance with the policies and procedures may deteriorate. Because of the
      inherent limitations in a cost effective internal control system, financial
      reporting misstatements due to error or fraud may occur and may not be detected
      on a timely basis.





25




There
      have been no significant changes (including corrective actions with regard
      to
      significant deficiencies or material weaknesses) in our internal controls or
      in
      other factors that could significantly affect these controls subsequent to
      the
      date of the evaluation referenced in the above paragraph.





**PART
      III**





**Item
      9: Directors and Executive Officers of the Registrant**





The
      following table sets forth the names and positions of our directors and executive officers:





Name
            
            Age
            
            PositionEric
                Brown
            
            42
            
            Chairman,
                CEO, CFO and DirectorIan
                Brown
            
            39
            
            Secretary,
                Treasurer and Director





The
      following sets forth biographical information concerning our directors and
      executive officers for at least the past five years:





Eric
      S.
      Brown, President/Director


Eric
      started in the parking industry in 1979 working in his family business. Eric
      has
      been responsible for all aspects of the business from parking attendant, daily
      operations, marketing, financing and consulting. He has owned and operated
      over
      60 parking locations, along with two gas stations. This experience has allowed
      him to consummate numerous deals with some of the largest parking companies
      in
      the world. Eric is responsible for acquisitions, financing, design and
      construction for all new locations. He oversees the total financial planning
      and
      management for each location as well as growth and expansion.





Ian
      D.
      Brown Secretary/Treasurer/Director


Ian
      has
      over twenty (20) years of experience in the parking industry. Ian has extensive
      management experience, which he acquired working in the family-owned parking
      business as in college. Ian has owned and operated over sixty (60) parking
      locations, along with two gas stations. Due to this experience, Ian oversees
      all
      operations from rate structures to growth expansions. Ian monitors all employees
      and supervisors and trains the staff. He is actively involved with the
      day-to-day operations and handles payroll duties. He reviews potential
      acquisitions and coordinates, with management, the planning and preparation
      to
      open new facilities.





COMPLIANCE
      WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's directors
      and executive officers and persons who own more than ten percent of a registered
      class of the Company's equity securities to file with the SEC initial reports
      of
      ownership and reports of changes in ownership of common stock and other equity
      securities of the Company. Officers, directors and greater than ten percent
      shareholders are required by SEC regulations to furnish the Company with copies
      of all Section 16(a) forms they file. To the Company's knowledge, based solely
      on the review of copies of such reports furnished to the Company during the
      year
      ended December 31, 2005, all Section 16(a) filing requirements applicable to
      the
      Company's officers, directors and greater than ten percent shareholders were
      complied with.





26




Family
      Relationships





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or charged by the Company to become directors or executive
      officers, except that Eric Brown and Ian Brown are brothers.





Involvement
      in Legal Proceedings





To
      the
      best of the Company's knowledge, during the past five years, none of the
      following occurred with respect to a present or former director or executive
      officer of the Company: (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 being subject to a pending criminal
      proceeding (excluding traffic violations and other minor offenses); (3) being
      subject to any order, judgment or decree, not subsequently reversed, suspended
      or vacated, of any court of any competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his involvement
      in any type of business, securities or banking activities; and (4) being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodities Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.





On
      December 1, 2004, the Company adopted a Code of Ethics that
      applies to our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions. For purposes of this Item, the term “Code of Ethics” means written
      standards that are reasonably designed to deter wrongdoing and to promote:
      Honest and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional relationships; full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that the issuer files with, or submits to, the SEC and in other public
      communications made by the Company; compliance with applicable governmental
      laws, rules and regulations; the prompt internal reporting of violations of
      the
      code to the board of directors or another appropriate person or persons; and,
      accountability for adherence to the code. A
      copy of
      the Code of Ethics can be found as Exhibit 99 to our Form 10-KSB filed for
      the
      year ended December 31, 2004.





**Item
      10: Executive Compensation**





COMPENSATION
      SUMMARY





The
      following table sets forth the compensation earned by our Chief Executive
      Officer and all of our other executive officers who earned in excess of $100,000
      in salary and bonus (collectively the "Named Executives") for services rendered
      to us during the fiscal year.





27




SUMMARY
      COMPENSATION TABLE (1)





Long
                term compensationNumber
                of securitiesName
                and Position
            
            Year
            
            Salary
            
            Underlying
                options (2)Eric
                Brown, CEO
            
            
            2005
            
            $
            70,000
            
            
            -





(1)
      The
      columns for "Bonus", "Other Annual Compensation", "Restricted Stock Awards",
      "LTP Payouts" and "All other Compensation" have been omitted because there
      is no
      such compensation to be reported.





(2)
      Represents options granted to such executives.





The
      following table sets forth certain information concerning options granted to
      the
      named executives.





**OPTION
      GRANTS DURING YEAR ENDED DECEMBER 31, 2005**





None





**COMPENSATION
      OF DIRECTORS**





None





**EMPLOYMENT
      AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
      ARRANGEMENTS**





In
      2004,
      Eric Brown entered into a three (3) year employment agreement with the Company,
      as Chief Executive Officer. Pursuant to this employment agreement, Mr. Brown
      is
      entitled to $70,000 base salary plus benefits. No other officers or directors
      have employment agreements with the Company.





**Item
      11: Security Ownership of Certain Beneficial Owners and
      Management**





The
      following table shows all directors and officers of the Company and all persons
      known to the Company to be the beneficial owner of more than five percent of
      the
      Company's common stock as of
      December 31, 2005. Unless otherwise indicated, the beneficial owner has sole
      voting and investment power with respect to such shares of Common
      Stock.





28


Name
                and Address of Beneficial Owner (1)
            
            Number
                of
              Shares
            
            Nature
                of
              Ownership
            
            Percent
                of
              Class(2)Common
                StockEric
                Brown(3)
            
            
            975,000
            
            
            Beneficial
            
            
            14.3
            %Ian
                Brown
            
            
            0
            
            
            
            
            
            0
            %Jeffrey
                Klein
            
            
            9,000
            
            
            Record
            
            
            <1
            %Adam
                Wasserman
            
            
            34,000
            
            
            Record
            
            
            <1
            %All
                Directors and Officers as a Group
            
            
            1,018,000
            
            
            
            
            
            15.26
            %Other
                Beneficial 5% OwnersDiscount
                Management, LLC (4)(5)
            
            
            1,575,000
            
            
            Record
            
            
            21.8
            %Signature
                Management, LLC (4)(6)
            
            
            975,000
            
            
            Record
            
            
            14.3
            %Michelle
                Tucker and affiliates (7)
            
            
            3,592,090
            
            
            Record/Ben.
            
            
            36.5
            %Class
                B Preferred Stock (4)Discount
                Management, LLC (3)
            
            
            33,750
            
            
            Record
            
            
            50
            %Signature
                Management, LLC (8)
            
            
            33,750
            
            
            Record
            
            
            50
            %All
                Directors and Officers as a Group
            
            
            67,500
            
            
            
            
            
            100
            %





(1)
      The
      address is c/o of the Company, 34 15 th Street,
      Brooklyn, New York, NY 11215 .





(2)
      Based
      on 6,426,567 shares of common stock outstanding as of December 31, 2005
      excluding shares of Class B Preferred each convertible into 100 shares of common
      stock. Except as otherwise set forth in the footnotes to this table, all shares
      are beneficially owned and sole investment and voting power is held by the
      persons named above, to the best of the Company's knowledge. Shares of Common
      Stock subject to warrant that are currently exercisable or exercisable within
      60
      days of December 31, 2005 are deemed to be outstanding and to be beneficially
      owned by the person holding such options for the purpose of computing the
      percentage ownership of such person, but are not deemed to be outstanding for
      the purpose of computing the percentage ownership of any other
      person.





(3)
      Signature Management, LLC is a limited liability company controlled jointly
      by
      Eric Brown and a trust of which Eric Brown is the trustee. Eric Brown is an
      officer and director of the Company. This should not be construed as an
      admission that such person is, for the purposes of 13(d) of the Exchange Act,
      a
      beneficial of any securities shown.





(4)
      Each
      Class B Preferred share is convertible into 100 shares of Common Stock upon
      certain restrictions and subject to all or partial cancellation on April 15,
      2005. The conditions precedent to convert any of the shares of Class B Preferred
      have not been met as of the date hereof and there can be no assurance that
      such
      conditions precedent will be met as of 60 days from the date hereof. Prior
      to
      April 15, 2005, the shares of Class B Preferred stock can be voted as if
      converted into shares of Common Stock, notwithstanding certain restrictions
      on
      such shares.





(5)
      Includes 400,000 shares of Common Stock currently issuable upon the exercise
      of
      warrants at an exercise price of $0.30 per share and 400,000 shares of Common
      Stock currently issuable upon the exercise of warrants at an exercise price
      of
      $0.40 per share.





29




(6)
      Includes 200,000 shares of Common Stock currently issuable upon the exercise
      of
      warrants at an exercise price of $0.30 per share and 200,000 shares of Common
      Stock currently issuable upon the exercise of warrants at an exercise price
      of
      $0.40 per share.





(7)
      Includes 507,315 shares of Common Stock currently issuable upon the exercise
      of
      warrants at an exercise price of $0.30 per share and 507,315 shares of Common
      Stock currently issuable upon the exercise of warrants at an exercise price
      of
      $0.40 per share and includes 714,063 shares of Common Stock issuable upon the
      conversion of an outstanding convertible bond.





(8)
      Discount Management, LLC is beneficially owned by two trusts of which the
      beneficiaries are the immediate families of Eric Brown and Ian Brown. This
      should not be construed as an admission that such person is, for the purposes
      of
      13(d) of the Exchange Act, a beneficial of any securities shown.





**Item
      12: Certain Relationships and Related Transactions**





The
      Company is indebted to Eric Brown, our President in the amount of $70,000
      representing salary which is accrued but unpaid.





**Item
      13: Exhibits, Financial Statements, and Reports on Form
      8-K**





The
      following documents are filed as a part of this Report:





1.
      Financial Statements





The
      following consolidated financial statements of Explorations Group, Inc., and
      Subsidiaries, and the Independent Auditors' Reports issued thereon, are
      incorporated by reference in Part II, Item 7:





Report
      of
      Independent Certified Public Accountants


Consolidated
      Balance Sheet


Consolidated
      Statements of Operations


Consolidated
      Statement of Stockholders' Equity


Consolidated
      Statements of Cash Flows


Notes
      to
      Consolidated Financial Statements





2.
      Exhibits





The
      following exhibits are filed as part of, or incorporated by reference into
      this
      Report:





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





3.
      Reports on Form 8-K





30




None





**Item
      14. Principal Accountant Fees and Services**




AUDIT
      AND
      NON-AUDIT FEES





The
      following presents fees for professional audit services rendered by Liebman
      Goldberg & Drogin, LLP for the audit of the Company’s annual financial
      statements for 2005 and 2004.





2005
            
            2004Audit
                fees, including fees paid in 2004 for services performed in 2005
                and
                excluding audit related fees
            
            $
            11,500
            
            $
            13,500All
                other fees
            
            
            -
            
            
            -Audit
                related
            
            
            -
            
            
            -Other
                non-audit
            
            
            -
            
            
            -Services
            
            
            -
            
            
            -Total
                all other fees
            
            
            -
            
            
            -Total
            
            $
            11,500
            
            $
            13,500





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 Executive
              Officer,
                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,
                Chief
                  Financial Officer,
                President
                  and
                  Director
              January
                30,
                2007(Eric
                Brown)







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





31