U.S. SECURITIES AND EXCHANGE
COMMISSION




Washington, D.C.
20549




FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
fiscal year ended December 31, 2008


Commission
file number:___________





EXPLORATIONS GROUP, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            65-1089222(State
      of incorporation)
            
            (I.R.S.
      Employer Identification No.)











777 South
Flagler Drive Suite 800-West Tower


West Palm
Beach, Florida  33401


(Address
of principal executive offices)








Tel:
(561) 515-6113


(Registrant’s
telephone number, including area code)





34
Fifteenth Street


Brooklyn,
NY 11215


(Previous
address of principal executive offices)





Securities
registered pursuant to Section 12(b) of the Exchange Act:


None





Securities
registered pursuant to Section 12(g) of the Exchange Act:


Common
Stock, $0.01 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o     No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o     No x





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes xNo o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) 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-K
or any amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filero
              (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes oNo x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently computed second fiscal
quarter. $540,000





The
number of shares of the issuer’s common stock issued and outstanding as of April
10, 2009 was 30,000,000 shares.





Documents
Incorporated By Reference:


None





EXPLORATIONS
GROUP, INC.


2008
FORM 10-K ANNUAL REPORT


Table
of Contents








PagePART
      IItem
      1
              Business
              1Item
      1A
              Risk
      Factors
              5Item
      1B
              Unresolved
      Staff Comments
              10Item
      2
              Properties
              10Item
      3
              Legal
      Proceedings
              10Item
      4
              Submission
      of Matters to a Vote of Security Holders
              10PART
      IIItem
      5
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              10Item
      6
              Selected
      Financial Data
              11Item
      7
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
              11Item
      7A
              Quantitative
      and Qualitative Disclosures About Market Risk.
              12Item
      8
              Financial
      Statements.Item
      9
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
              13Item 9A
              Controls and
      Procedures
              13Item
      9B
              Other
      Information
              14PART
      IIIItem
      10
              Directors,
      Executive Officers and Corporate Governance
              14Item
      11
              Executive
      Compensation
              16Item
      12
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              16Item
      13
              Certain
      Relationships and Related Transactions, and Director
      Independence
              17Item
      14
              Principal
      Accountant Fees and Services
              17PART
      IVItem
      15
              Exhibits,
      Financial Statement Schedules
              17SIGNATURES
              
              19





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-K are the property of
their respective owners. Except as otherwise required by the context, all
references in this Form 10-K 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-K.





1


PART I





Item 1: Business





DESCRIPTION
OF OUR BUSINESS





We are
engaged in the business of acquiring and managing parking lots and garages in
New York City and surrounding areas through our Parking Pro, Inc., a New York
corporation ("Parking Pro") subsidiary.  In February, 2009, after the
period covered by this annual report, we also entered the biometric security
access and control business with the acquisition of Hawk Biometric Technology,
Inc., a Florida corporation.  This Annual Report on Form 10-K reflects
only the operations of our Parking Pro subsidiary and does not necessarily fully
reflect the Company’s business as of the date hereof.  More
information regarding the business of our Hawk Biometric Technology subsidiary
can be found in our Form 8-K filing dated February 26, 2009.  Since
the acquisition of our Hawk Biometric Technology subsidiary, we will be
concentrating our developing our access and control business.





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.





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:




Lots


Manhattan                                   407
parking lots (capacity 35,411 cars)


Outer
Boroughs                          878
parking lots (capacity 111,218 cars)




Garages


Manhattan                                   822
garages (capacity 126,884 cars)


Outer
Boroughs                          1,183
garages (capacity 193,889 cars)





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




Our
Strategy





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




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.  Therefore, the bidding process is 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 experience in acquiring approximately
70 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.




2


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
            1







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 upon 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, could result in costly
litigation and could have a material adverse effect upon our business, results
of operations and financial condition.





Employees





As of
December 31, 2008, the Company employed one full-time employee.





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.





3


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.





Item
1A. Risk Factors





Not
required for Smaller Reporting Companies.





Item 1B. Unresolved Staff
Comments





Not
applicable.





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. We believe that our current facilities are
adequate for the purposes for which they are intended .





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
            1





Item 3: Legal Proceedings





There are
no pending legal proceedings against the Company or  which any of the
Company’s property is the subject.





Item 4. Submission of Matters to a Vote of Security
Holders.




During
the year ending December 31, 2008, there were no matters which were submitted to
a vote of the Company’s shareholders through the solicitation of proxies or
otherwise.





PART II





Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.





Market
Information





Our
common stock is eligible to be traded on the Over-The-Counter Bulletin Board,
under the ticker symbol EXGI.  However, there is no established public
trading market for our common stock.





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
Stock


High
                
                
                LowQuarter
      ended:March
      31, 2007
                
                
                .039
                
                
                
                .005June
      30, 2007
                
                
                .03
                
                
                
                .015September
      30, 2007
                
                
                .035
                
                
                
                .015December
      31, 2007
                
                
                .03
                
                
                
                .015March
      31, 2008
                
                
                .02
                
                
                
                .017June
      30, 2008
                
                
                .018
                
                
                
                .008September
      30, 2008
                
                
                .01
                
                
                
                .008December
      31, 2008
                
                
                .09
                
                
                
                .013





Holders





As of
March 30, 2009, there were approximately 400 beneficial stockholders of record
of our common stock.





Dividends





We have
never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.





Equity
Compensation Plans





We do not
have any equity compensation plans.





Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers




We have
not repurchased any shares of our common stock during the fiscal year ended
December 31, 2008.





Item 6. Selected Financial
Data.





Not
applicable.





Item
7. 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. In February, 2009, after the period covered by this annual
report, we also entered the biometric security access and control business with
the acquisition of Hawk Biometric Technology, Inc., a Florida
corporation.  This Annual Report on Form 10-K reflects only the
operations of our Parking Pro subsidiary and does not necessarily fully reflect
the Company’s business as of the date hereof.





4


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, 2008, we generated
revenue of $35,448 which consisted of parking fees from customers and management
fees received under the management agreements entered into with third-party
operators, as compared to $129,780 for the year ended December 31,
2007.





The
$35,448  in revenue constitutes revenue earned but not yet collected
by the Company and the Company has set up a bad debt reserve in the same
amount.  There can be no assurance that such amounts can be
collected.





OPERATING
EXPENSES





Our
operating expenses are comprised of personnel expenses and general and
administrative expense.  Our total operating expenses for calendar
year 2008 were $15,990, which includes the bad debt reserve of $35,448 as
discussed in the Revenues section above, as compared to $192,672, for calendar
year 2007.





Our
personnel expenses for the year ended December 31, 2008 were $50,000 as compared
to the $30,000 for calendar year 2007.





Our
general and administrative expenses include all 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, 2008 were
$(109,386) and $9,138 for calendar year 2007.  The reason for the
negative general and administrative expenses was a result of the write–off of
old liabilities in the amount of $55,317 and the result of the cancellation of
stock previously issued for the non-performance of services in the amount of
$75,000.





NET
PROFIT (LOSS)





Our net
profit or loss is our revenue less our expenses.  For the year ended
December 31, 2008 our net profit was $19,458 as compared to a net loss of
$62,892 for 2007.





LIQUIDITY
AND CAPITAL RESOURCES





The
Company’s capital requirements are dependent on several factors, including: rent
payments due, acquisitions, and professional fees. At December 31, 2008, the
Company had cash and cash equivalents totaling $227.  Although the
Company’s working capital is currently in a shortfall position, we believe that
cash to be generated by our new business operations in 2009 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.





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.








Item
8.  Financial Statements




5








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To The
Audit Committee


Explorations
Group, Inc.


Brooklyn,
New York





We have
audited the accompanying consolidated balance sheets of Explorations Group,
Inc., as of December 31, 2008 and 2007, and the related consolidated statements
of operations, stockholders’ deficit and cash flows for the two years ended
December 31, 2008.  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 standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
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, 2008 and 2007, and the results of its operations and cash flows for the two
years ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no material revenues, has suffered
recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.








/s/
Liebman Goldberg & Hymowitz, LLP


Liebman
Goldberg & Hymowitz, LLP


Garden
City, New York





April 14,
2009





6





EXPLORATIONS
      GROUP, INC.
                AND
      SUBSIDIARIESBALANCE
      SHEETSDECEMBER
      31,ASSETS2008
              
              
              2007Current
      assets:Cash
      and cash equivalents
              
              
              $
              227
              
              $
              227Total
      current assets
              
              
              
              
              
              227
              
              
              227Other
      assets:Security
      deposits
              
              
              
              
              -
              
              
              59,000Property
      and Equipment - NetTotal
      assets
              
              
              
              
              $
              227
              
              $
              59,227LIABILITIES AND STOCKHOLDER'S
      DEFICITAccounts
      payable
              
              
              
              $
              -
              
              $
              17,830Sales
      tax payable
              
              
              
              
              122,720
              
              
              122,720Accrued
      expenses and taxes payable
              
              
              605,567
              
              
              688,776Convertible
      bond payable
              
              
              
              
              25,000
              
              
              -Total
      current liabilities
              
              
              
              
              753,287
              
              
              829,326Long-term
      liabilities:Due
      to related parties
              
              
              
              
              31,820
              
              
              69,873Convertible
      bond payable
              
              
              
              -
              
              
              25,000Total
      liabilities
              
              
              
              
              
              785,107
              
              
              924,199Commitments
      and contingenciesStockholder’s
      deficit:Preferred
      stock - B ($0.01 par value, 500,000 sharesauthorized,
      67,500 issued and outstanding)
              
              
              675
              
              
              675Common
      stock ($0.01 par value, 100,000,000 shares authorized, 24,558,136 issued
      and outstandingAdditional
      paid-in capital
              
              
              
              1,204,682
              
              
              1,226,971Accumulated
      deficit
              
              
              
              
              (2,235,819)
              
              
              (2,255,277)Total
      stockholders’ deficit
              
              
              
              
              (784,880)
              
              
              (864,972)Total
      liabilities and stockholder's deficit
              
              
              $
              227
              
              $
              59,227


7
   EXPLORATIONS
      GROUP, INC.
                AND
      SUBSIDIARIESBALANCE SHEETSDECEMBER
      31,




ASSETS2008
                
                
                2007Current
      assets:Cash
      and cash equivalents
                
                $
                227
                
                
                $
                227Total
      current assets
                
                
                227
                
                
                
                227Other
      assets:Security
      deposits
                
                
                -
                
                
                
                59,000Property
      and Equipment - NetTotal
      assets
                
                $
                227
                
                
                $
                59,227LIABILITIES AND STOCKHOLDER'S
      DEFICITAccounts
      payable
                
                $
                -
                
                
                $
                17,830Sales
      tax payable
                
                
                122,720
                
                
                
                122,720Accrued
      expenses and taxes payable
                
                
                605,567
                
                
                
                688,776Convertible
      bond payable
                
                
                25,000
                
                
                
                -Total
      current liabilities
                
                
                753,287
                
                
                
                829,326Long-term
      liabilities:Due
      to related parties
                
                
                31,820
                
                
                
                69,873Convertible
      bond payable
                
                
                -
                
                
                
                25,000Total
      liabilities
                
                
                785,107
                
                
                
                924,199Commitments
      and contingenciesStockholder’s
      deficit:Preferred
      stock - B ($0.01 par value, 500,000 sharesauthorized,
      67,500 issued and outstanding)
                
                
                675
                
                
                
                675Common
      stock ($0.01 par value, 100,000,000 shares authorized, 24,558,136 issued
      and outstandingAdditional
      paid-in capital
                
                
                1,204,682
                
                
                
                1,226,971Accumulated
      deficit
                
                
                (2,235,819
                )
                
                
                (2,255,277
                )Total
      stockholders’ deficit
                
                
                (784,880
                )
                
                
                (864,972
                )Total
      liabilities and stockholder's deficit
                
                $
                227
                
                
                $
                59,227


The
accompanying notes are an integral part of the consolidated financial
statements









8





Explorations
      Group, Inc. and SubsidiariesConsolidated
      Statements of OperationsYears
      Ended December 31,December
      31,2008
                
                
                2007RevenuesParking
                
                $
                35,448
                
                
                $
                129,780Total
      Revenues
                
                
                35,448
                
                
                
                129,780Operating
      ExpensesPersonnel
      expenses
                
                
                50,778
                
                
                
                30,000Bad
      debt expense
                
                
                35,448
                
                
                
                129,780General
      and administrative
                
                
                (109,386
                )
                
                
                9,138Professional
      fees
                
                
                39,150
                
                
                
                23,754Total
      Operating Expenses
                
                
                15,990
                
                
                
                192,672Net
      Income (Loss)
                
                $
                19,458
                
                
                $
                (62,892
                )Income
      (loss) per share
                
                $
                0.001
                
                
                $
                (0.004
                )The
      accompanying notes are an integral part of the consolidated financial
      statements.





9


EXPLORATIONS
      GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICITFor
      the Years Ended December 31, 2008 and 2007Preferred
      Stock B
                
                
                $.01
      Par Value
                
                
                Additional
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Paid-in
      Capital
                
                
                Deficit
                
                
                DeficitBalance
      at December 31, 2006
                
                
                67,500
                
                
                $
                675
                
                
                
                10,265,869
                
                
                $
                102,659
                
                
                $
                1,198,971
                
                
                $
                (2,192,385
                )
                
                $
                (890,080
                )Common
      stock issued for debt
                
                
                
                
                
                
                
                
                
                
                6,000,000
                
                
                
                60,000
                
                
                
                28,000
                
                
                
                
                
                
                
                88,000Net
      loss for the year ended
                  December
      31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (62,892
                )
                
                
                (62,892
                )Balance
      at December 31, 2007
                
                
                67,500
                
                
                $
                675
                
                
                
                16,265,869
                
                
                $
                162,659
                
                
                $
                1,226,971
                
                
                $
                (2,255,277
                )
                
                $
                (864,972
                )Convertible
                
                
                Common
      Stock
                
                
                
                
                
                
                
                
                
                
                TotalPreferred
      Stock B
                
                
                $.01
      Par Value
                
                
                Additional
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Paid-in
      Capital
                
                
                Deficit
                
                
                DeficitBalance
      at December 31, 2007
                
                
                67,500
                
                
                $
                675
                
                
                
                16,265,869
                
                
                $
                162,659
                
                
                $
                1,226,971
                
                
                $
                (2,255,277
                )
                
                $
                (864,972
                )Common
      stock issued for debt
                
                
                
                
                
                
                
                
                
                
                9,042,267
                
                
                
                90,423
                
                
                
                45,211
                
                
                
                
                
                
                
                135,634Cancellation
      of common stock
                
                
                
                
                
                
                
                
                
                
                (750,000
                )
                
                
                (7,500
                )
                
                
                (67,500
                )
                
                
                
                
                
                
                (75,000
                )Net
      income for the year ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                19,458
                
                
                
                19,458Balance
      at December 31, 2008
                
                
                67,500
                
                
                $
                675
                
                
                
                24,558,136
                
                
                $
                245,582
                
                
                $
                1,204,682
                
                
                $
                (2,235,819
                )
                
                $
                (784,880
                )





The
accompanying notes are an integral part of the consolidated financial
statements


10


Explorations Group, Inc. and
      SubsidiariesConsolidated
      Statements of Cash Flows
                  For
      The Year Ended December 31,2008
                
                
                2007Cash
      Flows From Operating Activities:Net
      Income (Loss) from operations
                
                $
                19,458
                
                
                $
                (62,892
                )Adjustments
      to reconcile net income (loss) from operations tonet
      cash (used in) operating activities:Bad
      debt expense
                
                
                -
                
                
                
                35,724Changes
      in assets and liabilities:Security
      deposits
                
                
                59,000
                
                
                
                -Accounts
      payable
                
                
                (17,830
                )
                
                
                -Accrued
      expenses
                
                
                (22,575
                )
                
                
                27,168Due
      to related parties
                
                
                (38,053
                )
                
                
                -Net
      Cash (Used In) Operating Activities
                
                
                -
                
                
                
                -Net
      Increase (Decrease) in Cash
                
                
                -
                
                
                
                -Cash
      - Beginning of Year
                
                
                227
                
                
                
                227Cash
      - End of Year
                
                $
                227
                
                
                $
                227Supplemental
      items (non-cash)Issuance
      of common stock for debt
                
                $
                135,634
                
                
                $
                88,000Cancellation
      of common stock for non-performance of services
                
                $
                (75,000
                )
                
                
                -The
      accompanying notes are an integral part of the consolidated financial
      statements.





11





EXPLORATIONS
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007











1.           Summary of significant
accounting policies:





General:





On
September 9, 2004, Explorations Group, Inc. (the "Company") acquired all of the
issuedand outstanding stock of Parking Pro, Inc., a New York corporation
(“Parking Pro”).





Parking
Pro was formed in the State of New York on May 25, 2004. The Company
and


its
subsidiaries operate and lease public parking garages located in New York City
and the surrounding area. On July 20, 2004, the Company issued 3,000 shares of
common stock to acquire all of the outstanding shares of three affiliated
companies: Big Scherm Corp. (“Big Scherm”), Chiefs Management Corp. (“Chiefs”)
and NYC Parking Services Corp. (“NYC”).





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has a stockholders deficit of $
112,045 and a working capital deficit of $ 112,045 at December 31, 2008. The
Company had a loss of $ 75,411 from operations for the year ended December 31,
2008. These conditions raise substantial doubt as to the Company’s ability to
continue as a going concern. These financial statements do not include any
adjustments that might be necessary if the Company were unable to continue as a
going concern. The continued existence of the Company and its subsidiaries is
dependent upon the ability to obtain additional capital and/or debt financing
needed to repay the current obligations of the Company and its subsidiaries.
There is no assurance that the Company will be able to obtain such capital or
enough financing to provide the necessary cash flow needed to fund the Company’s
operations.








Basis
of consolidation:





The
financial statements are prepared using the accounts of the Company and its
whollyowned subsidiaries. All material intercompany transactions and account
balances have beeneliminated 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.





12





EXPLORATIONS
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007








1.           Summary of significant
accounting policies (continued):





Property
and equipment:





Property
and equipment are recorded at cost. Expenditures for major additions and
improvements are capitalized, while minor replacements, maintenance and repairs
are charged to expense as incurred. When property is retired or otherwise
disposed of, the cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is reflected in Other Income
(Expense).





Depreciation
is provided over the estimated useful lives of the assets involved using the
straight-line or accelerated methods.





The
Company continually evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful life of property and equipment
or whether the remaining balance of property and equipment should be evaluated
for possible impairment.





Advertising costs:





The
Company expenses advertising costs as they are incurred. The Company did not
incur any advertising expense for the year ended December 31, 2008.





Income taxes:





The
Company files a consolidated federal income tax return. The tax return is
prepared using the same method of accounting that is used for the preparation of
the financial statements.





Use
of estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Revenue
recognition:





Parking
revenue from monthly customers is recognized as per the terms of the underlying
contracts, usually on a monthly basis. Parking revenue from transient customers
is recognized when received.





Recent Accounting Pronouncements
–





There were no new FASB accounting
pronouncements issued during the years 2007 and 2008 that affected the Company’s
financial statements.








13








EXPLORATIONS
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007











2.           Reorganization:





On July
29, 2004, Explorations Entertainment and Education, Inc. (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. There
were no changes under the terms of this agreement during the year ended December
31, 2008.








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, 2008 the company did not pay any management
fees.





During
the quarter ended December 31, 2008, the Company recorded a write-off off old
liabilities in the amount of $55,317 for amounts owed to various related
parties.This debt was incurred for expenses paid by the related
parties.








4.           Property and
equipment:


December
31,


Property
and equipment consists of the
following:                                                                                                                     2008           2007


Furniture
      and fixtures
                
                $
                1,586
                
                
                
                1,586Less:
      accumulated depreciation
                
                
                (1,586
                )
                
                
                (1,586
                )Property
      and equipment, net
                
                $
                - 0
      -
                
                
                
                - 0
      -

















14


EXPLORATIONS
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007











5.           Income
taxes:





Due to a
net operating loss carryfoward, there is no current income tax provision for the
year ended December 31, 2008.





The tax
provision for income taxes differs from the “expected” tax expense for the year
ended December 31, 2008, computed by applying a federal corporation tax rate of
34% as follows:





Computed
      “expected” tax expense
                  
                  $
                  5,166Valuation
      allowance
                  
                  
                  5,166$
                  - 0
      -





The tax
effects of the temporary differences that give rise to significant portions of
deferred tax assets and liabilities are as follows:





Tax
      benefit of net operating loss
                  carryforward
                
                $
                700,000Gross
      deferred tax asset
                
                
                700,000Valuation
      allowance
                
                
                (700,000
                )Net
      deferred tax asset
                
                $
                - 0
      -





As of
December 31, 2008, the Company has a net operating loss carryforward of
approximately $
2,300,000 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.







6.      Convertible bond
payable:





During
2004, Explorations Group Inc.issued a Class A, Series
A Convertible Bond to the Tucker Family Spendthrift Trust (the “Trust”) in
exchange for a series of matured and past due promissory notes aggregating
$25,000 held by the Trust. The Class A Bond is in the principal amount of
$25,000 plus interest accrued and has a term of five years, with interest
payable upon maturity at the annualized rate of 2% over the prime rate charged
by Citibank, N.A. (New York City). The Bond is secured by all of the Company’s
assets and may be subdivided at the Trust’s option, into two or more separate
obligations in the principal amount of at least $10,000 each.





The Class
A Bond is convertible into shares of the Company’s securities such that, upon
complete conversion, the number of shares owned by the Trust shall be equal to
10% of the Company’s outstanding and reserved capital stock, as defined in the
bond document. In any event, the number of shares to be issued shall not exceed
4,200,000 shares of common stock. The Bond is subject to anti-dilutive rights
for six months thereafter. Conversion may be effected in whole or in part and to
this date the Trust has not exercised the option of conversion.














15


EXPLORATIONS
GROUP, INC.


AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007











7.           Commitments and
contingencies:





The
Internal Revenue Service has a federal tax lien against all of the property and
rights tothe property of Big Scherm’s, Chiefs and NYC’s former parent, Smart
Parking, Inc., for unpaid
federal withholding taxes for the years ended December 31, 1999 and 2000. The unpaid
balance is included in the accrued expenses.





On August
30, 2004, the Company entered into an employment agreement with its Chief
Executive Officer/President. On August 30, 2004, Parking Pro entered into an
employment agreement with its Vice President. Both agreements expired on August
29, 2007 as stated in the terms of the agreement. For their services, each
received an annual base compensation of $25,000.





During
the year ended December 31, 2008 there was $ 50,000 recorded for the employment
agreement.





8.           Common
stock:





During
the quarter ended March 31, 2008, the Company issued 9,042,267 shares of common
stock for the satisfaction of debt amounting to $135,634 or $0.015 per share.
The Company valued these common shares at the quoted trading price on the date
of issuance.





During
the quarter ended December 31, 2008, the Company cancelled 750,000 shares of
common stock that were previously issued in 2005, for services
rendered.  The Company cancelled said shares for non-performance of
services.





9.
            Subsequent
      event:





On
February 19, 2009, pursuant to the terms of an Agreement and Plan of Merger by
and between the Company, Hawk Acquisition Corp., a Florida corporation, and Hawk
Biometric Technologies, Inc., Hawk Acquisition Corp, a newly formed,
wholly-owned subsidiary of the Company (the “Merger Agreement”), merged with
Hawk Biometric Technologies, Inc.  Pursuant to the merger, Hawk
Biometric was the surviving entity and became a wholly-owned subsidiary of the
Company.





Pursuant
to the terms of the Merger Agreement, the former stockholders of Hawk Biometric
received .02 shares of the Company’s Series B Preferred Stock for each share of
Hawk Biometric Class A and Class B common stock for a total of 599,288 shares of
the Company’s Series B Preferred Stock as consideration for the
merger.  Pursuant to the Amended and Restated Certificate of
Designation of the Company’s Series B Preferred Stock, each share of Series B
Preferred Stock is convertible into one hundred (100) shares of the Company’s
common stock at any time, at the option of the holder and will automatically be
converted on the day following the completion of the Company’s 6-for-1 reverse
split of its common stock (the “Reverse Common Stock Split”).  The
Series B Preferred Stock is not subject to adjustment upon the occurrence of the
Reverse Common Stock Split.  Upon the completion of the Reverse Common
Stock Split, the Series B Preferred Stock issued as consideration under the
Merger Agreement will automatically convert into 59,928,800 shares of the
Company’s common stock.





“In February, 2009, the
Company issued a total of 5,441,864 shares of common stock to related parties in
exchange for the following:1,772,400 shares issued for the reimbursement of
non-reimbursed expenses,1,943,779 shares for payment of accrued by
unpaid salary and 1,125,000 shares for services rendered in connection with the
above-mentioned transaction.”


16





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





None




Item
9A (T).  Controls and Procedures.





We
carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange
Act of 1934 under the supervision and with the participation of our chief
executive officer and chief financial officer of the effectiveness of the design
and operation of our “disclosure controls and procedures” as of the end of the
period covered by this Report.





Disclosure
controls and procedures are designed with the objective of ensuring that
(i) information required to be disclosed in an issuer’s reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms and
(ii) information is accumulated and communicated to management, including
our Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding required disclosures.





The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation will be done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.





Based on
their evaluation, our chief executive officer and chief financial officer has
concluded that our disclosure controls and procedures are not effective in
timely alerting him to material information relating to the Company required to
be included in our periodic reports filed with the SEC as of the end of the
period covered by this Report. There were no changes in our internal control
over financial reporting that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. However, a 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. Management necessarily
applied its judgment in assessing the benefits of controls relative to their
costs. Because of the inherent limitations in all 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. The design of any
system of controls is 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,
regardless of how remote. Because of the inherent limitations in a control
system, misstatements due to error or fraud may occur and may not be
detected.  Our internal control over financial reporting was not
effective for the following reasons:





a)
            The
      deficiency was identified as the Company's limited segregation of duties
      amongst the Company's employees with respect to the Company's control
      activities. This deficiency is the result of the Company's limited number
      of employees. This deficiency may affect management's ability to determine
      if errors or inappropriate actions have taken place. Management is
      required to apply its judgment in evaluating the cost-benefit relationship
      of possible changes in our disclosure controls and
    procedures.





b)
            The
      deficiency was identified in respect to the Company's Board of Directors.
      This deficiency is the result of the Company's absence of external board
      members. This deficiency may give the impression to the investors that the
      board is not independent from management. Management and the Board of
      Directors are required to apply their judgment in evaluating the
      cost-benefit relationship of possible changes in the organization of the
      Board of Directors.








17







(b) Management’s Report On Internal
Control Over Financial Reporting. It is management’s responsibilities to
establish and maintain adequate internal controls over the Company’s financial
reporting. Internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed
by, or under the supervision of, the issuer’s principal executive and principal
financial officers and effected by the issuer’s management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:





• Pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the issuer;





• Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the issuer are being made only in accordance with
authorizations of management of the issuer; and





• Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the issuer’s assets that could have a material effect on the
financial statements.





As of the
end of the period covered by the Annual Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.  Management assessed
the effectiveness of our internal control over financial reporting as of
December 31, 2008. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework.




Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, our disclosure controls and
procedures were effective.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.




This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report.




(c) Changes in Internal Control Over
Financial Reporting. There were no changes in our internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our
last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial 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.








Item 9B. Other
Information.





None.





18





PART III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following table sets forth the names and positions of our directors andexecutive officers and of December 31, 2008:





Name
              Age
              PositionEric
      Brown
              45
              Chairman,
      CEO, CFO and DirectorIan
      Brown
              42
              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, 2008, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten percent
shareholders were complied with.





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.





SUMMARY
COMPENSATION TABLE (1)





Long
      term compensationNumber
      of securitiesName and Position
              Year
              Salary (2)
              Underlying options (3)Eric
      Brown, CEO
              2008
              $50,000
              -Eric
      Brown, CEO
              2007
              $30,000
              -





(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)
Accrued but not paid.





(3)
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, 2008





None





COMPENSATION
OF DIRECTORS





None





EMPLOYMENT
AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS





No
officers or directors have employment agreements with the Company.





Item 11: Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth, as of April 10, 2009, the ownership of the Company’s
common stock and Series B Preferred stock by (i) each of our directors and
executive officers; (ii) all of our executive officers and directors as a group;
and (iii) all persons known by us to beneficially own more than 5% of our common
stock.  Unless otherwise indicated in the footnotes to the table, (1)
the following individuals have sole voting and sole investment control with
respect to the shares they beneficially own and (2) the address of each
beneficial owner listed below is c/o the Company, 777 South Flagler Dr., Suite
800, West Tower, West Palm Beach, Florida, 33401.





Name
      and Address of
                Beneficial Owner
              Shares
      of
                Common Stock (1)
              Percentage
      Ownership of Shares of CommonStock
      (2)
              Shares
      of
                Series
      B
                PreferredStock (3)
              Voting
      Power of Shares of Preferred Stock
      (3)(4)Executive
      Officers and DirectorsDavid
      Coriaty
              0
              0
              160,000
              17.8%Tony
      De Risi
              0
              0
              80,000
              8.9%Edward
      Sebastiano
              0
              0
              80,000
              8.9%Mark
      Spanakos
              0
              0
              80,000
              8.9%All
      Executive Officers and Directors as a group (4 persons)
              0
              0
              400,000
              44.5%5% StockholdersCLR
      Associates, Inc.
              0
              0
              60,000
              6.7%All
      Executive Officers, Directors and 5% Stockholders as a group (five
      persons)
              0
              0%
              460,000
              51.2%





(1)  Calculated
pursuant to Rule 13d-3(d) of the Exchange Act. Under Rule 13d-3(d), shares not
outstanding which are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but are not deemed
outstanding for the purpose of calculating the percentage owned by each other
person listed.





(2)  Based
upon 30,000,000 shares of Common Stock issued and outstanding as of February 20,
2009.





(3)  Based
upon 599,288 shares of Series B Preferred Stock issued and outstanding as of
February 20, 2009.  Shares of Series B Preferred Stock can be
converted, at any time, into 100 shares of common stock and are entitled to vote
in all matters on an as-converted basis. Since each shares of Series B Preferred
Stock can be voted on an as-converted basis, the effective voting power of each
individual listed is shown.





(4)  Shares
of Series B Preferred Stock are not subject to the Company’s announced 1-for-6
reverse common stock split which has no yet been
effectuated.  Immediately upon the effectuation of the anticipated
1-for 6 reverse stock split, each shares of Series B Preferred stock then issued
and outstanding will be automatically converted into 100 shares of common
stock.  On a post-reverse 1-for 6 stock split basis, assuming that no
additional shares of common stock have been issued and assuming no prior
conversions of shares of Series B Preferred Stock into common stock, the voting
power shown for each individual will increase by approximately
17.6%.





Item
12: Certain Relationships and Related Transactions





As of
December 31, 2008, the Company was indebted to Eric Brown, our President in the
amount of $50,000 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





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 2008 and 2007.





2008
              2007Audit
      fees
              $21,850
              $13,000All
      other fees
              -
              -Audit
      related
              -
              -Other
      non-audit
              $1,800
              -Services
              -
              -Total
      all other fees
              -
              -Total
              $23,650
              $13,000





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/
David Coriaty


------------------------------


(David
Coriaty, 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/ David
Coriaty Chief
Executive Officer, April 15,
2009


------------------------------------


Chief
Financial Officer




(David
Coriaty)


------------------------------------


President
and Director








OTheR
DIRECTORS








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











19