**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,
                2007.





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: (718)
      788-0066





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





Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par
      value





Indicate
      by mark (X) whether the registrant (1) has filed all reports required to be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


YES xNO
                o




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





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


YES
oNO
x





Issuer's
      revenues for its most recent fiscal year: $129,790.





Aggregate
      market value of the voting stock held by non-affiliates of the registrant,
      based
      upon the closing price of the Common Stock on April 11, 2008:
      $94,941.





Number
      of
      shares outstanding of each of the registrant's classes of common stock as of
      April 11, 2008: Common Stock: 24,558,136.





DOCUMENTS
      INCORPORATED BY REFERENCE:





List
      hereunder the following documents if incorporated by reference and the Part
      of
      the 10-KSB into which the document is incorporated.





None










**EXPLORATIONS
      GROUP, INC.**


**2007
      FORM 10-KSB ANNUAL REPORT**




**Table
      of Contents**





Trademarks/DefinitionsPART
                I
            
            
            3Item
                1. Business
            
            
            3Item
                2. Properties
            
            
            7Item
                3. Legal Proceedings
            
            
            7Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            8PART
                IIItem
                5. Market for the Registrant's Common Equity and Related
              Stockholder
                Matters
            
            
            8Item
                6. Management's Discussion and Analysis of Financial
              Condition and Results of Operations
            
            
            8Item
                7. Financial Statements
            
            
            11Item
                8. Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure
            
            
            12Item
                8A. Controls and Procedures
            
            
            12PART
                IIIItem
                9. Directors and Executive Officers of the Registrant
            
            
            14Item
                10. Executive Compensation
            
            
            15Item
                11. Security Ownership of Certain Beneficial Owners and
                Management
            
            
            16Item
                12. Certain Relationships and Related Transactions
            
            
            18Item
                13. Exhibits, Financial Statements, and Reports on Form 8-K
                Signatures
            
            
            18Item
                14. Principal Accounting Fees and Services
            
            
            19Signature
            
            
            20Index of
              Exhibits
            
            
            21




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.




2


**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.





**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.




3




**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 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.




4




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
            
            
            2




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.




5





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, 2007, 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.




6




**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
      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 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
            
            
            2





**Item
      3: Legal Proceedings**





None




7




**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, 2007, 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, 2006
            
            
            .04
            
            
            .015June
                30, 2006
            
            
            .03
            
            
            .015September
                30, 2006
            
            
            .025
            
            
            .016December
                31, 2006
            
            
            .015
            
            
            .005March
                31, 2007
            
            
            .039
            
            
            .005June
                30, 2007
            
            
            .03
            
            
            .015September
                30, 2007
            
            
            .035
            
            
            .016December
                31, 2007
            
            
            .035
            
            
            .017





**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.




8





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, 2007, we generated revenue of $129,780 which
      consisted of parking fees from customers and management fees received under
      the
      management agreements entered into with third-party operators, as compared
      to
      $132,040 for the year ended December 31, 2006. The $129,780 in revenue
      constitutes revenue earned but not yet collected by the Company and the Company
      has set up a bad debt reserve in the amount of $129,780. 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 2007
      were
      $192,672, which includes the bad debt reserve of $129,780 as discussed in the
      Revenues section above, as compared to $152,512, for calendar year 2006. Our
      personnel expenses for the year ended December 31, 2007 were $30,000 as compared
      to the $0 for calendar year 2006. 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, 2007 were $162,672 and $152,512 for
      calendar year 2006.





NET
      PROFIT (LOSS)





Our
      net
      profit or loss is our revenue less our expenses. For the year ended December
      31,
      2007 our net loss was $62,892 as compared to a net loss of $20,472 for
      2006.





LIQUIDITY
      AND CAPITAL RESOURCES





Net
      cash
      provided in operating activities during 2007 was $0 as compared to $9,131 during
      2006 with the decrease in net cash provided in operating activities primarily
      due to a significant increase in net loss from operations in 2007.





Net
      cash
      provided by financing activities in 2007 was $0 as compared to $6,030 during
      2006 with the decrease in net cash provided in financing  activities
      primarily due to a the issuance of common stock in exchange for the cancellation
      of debt in 2007.





The
      Company’s capital requirements are dependent on several factors, including: rent
      payments due, acquisitions, and professional fees. At December 31, 2007, 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 existing and new business operations in 2008 will be sufficient
      to
      meet our anticipated cash needs for working capital and capital expenditures
      for
      the next fiscal year.




9





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:


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


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


·
              Increased
                  competition


·
              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.




10




Item
      7:
      Financial Statements


Index
                to Item 7: Financial StatementsReports
                of Independent Certified Public Accountants
            
            F-1Consolidated
                Balance Sheet
            
            F-2Consolidated
                Statements of Operations
            
            F-3Consolidated
                Statements of Stockholders' Equity
            
            F-4Consolidated
                Statements of Cash Flows
            
            F-5Notes
                to Consolidated Financial Statements
            
            F-6





11


LIEBMAN
      GOLDBERG & DROGIN, LLP


Certified
      Public Accountants


595
      Stewart Avenue, Suite 420


Garden
      City, New York 11530


Tel
      (516)
      228-6600


Fax
      (516)
      228-6664





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      The
      Audit Committee


Explorations
      Group, Inc.


Brooklyn,
      New York





We
      have
      audited the accompanying consolidated balance sheet of Explorations Group,
      Inc.,
      as of December 31, 2007 and the related consolidated statements of operations,
      stockholders’ deficit and cash flows for the fiscal year ended December 31,
      2007. These consolidated financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standard of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatements. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosure in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of December
      31, 2007, and the results of its operations and cash flows for the fiscal year
      ended December 31, 2007, in conformity with U.S. generally accepted accounting
      principles.





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


/s/
                Liebman Goldberg & Drogin LLPLiebman
                Goldberg & Drogin LLP
              Garden
                City, New York, NY
              April
                11, 2008




F-1





**EXPLORATIONS
                GROUP, INC.****BALANCE
                SHEET****DECEMBER
                31, 2007**




**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            227Accounts
                Receivable - Net
            
            
            0**Other
                assets:**Security
                deposits
            
            
            59,000Total
                assets
            
            $
            59,227**LIABILITIES
                AND STOCKHOLDER'S DEFICIT****Current
                liabilities:**Accounts
                payable
            
            
            17,830Sales
                tax payable
            
            
            122,720Accrued
                expenses and taxes payable
            
            
            688,776Total
                current liabilities
            
            
            829,326**Long-term
                liabilities:**Due
                to related parties
            
            
            69,873Convertible
                bond payable
            
            $
            25,000Total
                liabilities
            
            
            924,199**Commitments
                and contingencies****Stockholders'
                deficit:****Preferred
                stock - B**($0.01
                par value, 500,000 shares authorized 67,500 issued and
                outstanding)
            
            
            675**Common
                stock**Common
                stock ($0.01 par value, 100,000,000 shares authorized, 16,265,869issued
                and outstanding)
            
            
            162,659Additional
                paid-in capital
            
            
            1,226,971Accumulated
                deficit
            
            
            (2,255,277
            )Total
                stockholder's deficit
            
            
            (864,972
            )Total
                liabilities and stockholder's deficit
            
            $
            59,227




See
      notes
      to the consolidated financial statements




F-2





**EXPLORATIONS
                GROUP, INC.****STATEMENT
                OF OPERATIONS**




For
                the year ended
              December
                31,2007
            
            2006**Revenues**Parking
            
            $
            129,780
            
            $
            132,040Total
                Revenues
            
            
            129,780
            
            
            132,040**Operating
                Expenses**Personnel
                expenses
            
            
            30,000
            
            
            -Provision
                for bad debt
            
            
            129,780
            
            
            -General
                and administrative
            
            
            9,138
            
            
            93,197Professional
                fees
            
            
            23,754
            
            
            59,315Total
                Operating Expenses
            
            
            192,672
            
            
            152,512(Loss)
                Income from operations
            
            
            (62,892
            )
            
            (20,472
            )**Net
                Profit (Loss)**
            
            $
            (62,892
            )
            $
            (20,472
            )




See
      notes
      to the consolidated financial statements





F-3




**EXPLORATIONS
                GROUP, INC. AND SUBSIDIARY****CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT****For
                the Year Ended December 31, 2007 and 2006**




Convertible
            
            Common
                StockPreferred
              Stock
                B
            
            $.01
                Par
              Value
            
            Additional
                Paid-in
            
            Accumulated
            
            Total
                  Stockholders'Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            DeficitBalance
                at December 31, 2005
            
            
            67,500
            
            $
            675
            
            
            10,265,869
            
            $
            102,659
            
            $
            1,198,770
            
            $
            (2,171,913
            )
            $
            (869,608
            )Net
                loss for the year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (20,472
            )
            
            (20,472
            )Balance
                at December 31, 2006
            
            
            67,500
            
            $
            675
            
            
            10,265,869
            
            $
            102,659
            
            
            1,198,770
            
            $
            (2,192,385
            )
            $
            (890,080
            )Common
                stock issued for debt
            
            
            
            
            
            
            
            
            6,000,000
            
            
            60,000
            
            
            28,000
            
            
            
            
            
            88,000Net
                loss for the year ended December 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (62,892
            )
            
            (62,892
            )Balance
                at December 31, 2007
            
            
            67,500
            
            $
            675
            
            
            16,265,869
            
            $
            162,659
            
            $
            1,226,770
            
            $
            (2,255,277
            )
            $
            (864,972
            )




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




F-4




**Explorations
                Group, Inc. and Subsidiaries****Consolidated
                Statements of Cash Flows**




For
                The Year EndedDecember
                31,2007
            
            2006Cash
                Flows From Operating Activities:Net
                Loss from operations
            
            $
            (62,892
            )
            $
            (20,472
            )Adjustments
                to reconcile net loss from operations tonet
                cash (used in) operating activities:Depreciation
            
            
            -
            
            
            1,341Bad
                debt expense
            
            
            35,724
            
            
            -Changes
                in assets and liabilities:Accrued
                expenses
            
            
            27,168
            
            
            10,000Net
                Cash (Used In) Operating Activities
            
            
            -
            
            
            (9,131
            )Cash
                Flows from Financing Activities:Advances
                from related parties
            
            
            -
            
            
            6,030Payments
                to related parties
            
            
            -
            
            
            -Net
                Cash Provided By Financing Activities
            
            
            -
            
            
            6,030Net
                Increase (Decrease) in Cash
            
            
            -
            
            
            (3,101
            )Cash
                - Beginning of Period
            
            
            227
            
            
            3,328Cash
                - End of Period
            
            $
            227
            
            $
            227Supplemental
                items (non-cash):Issuance
                of Common Stock
            
            $
            88,000
            
            
            -Cancellation
                of debt for Common Stock
            
            
            ($88,000
            )




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




F-5


**EXPLORATIONS
      GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**1.**
            **Summary
                of significant accounting
                policies:**





**General:**





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





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


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





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has a stockholders deficit of
      $952,972 and a working capital deficit of $ 854,099 at December 31, 2007. The
      Company had a loss of $62,892 for the year ended December 31, 2007. These
      conditions raise substantial doubt as to the Company’s ability to continue as a
      going concern. These financial statements do not include any adjustments that
      might be necessary if the Company were unable to continue as a going concern.
      The continued existence of the Company and its subsidiaries is dependent upon
      the ability to obtain additional capital and/or debt financing needed to repay
      the current obligations of the Company and its subsidiaries. There is no
      assurance that the Company will be able to obtain such capital or enough
      financing to provide the necessary cash flow needed to fund the Company’s
      operations.





**Basis
      of consolidation:**





The
      financial statements are prepared using the accounts of the Company and its
      wholly owned subsidiaries. All material intercompany transactions and account
      balances have been eliminated upon consolidation.





**Cash
      and cash equivalents:**





Cash
      and
      cash equivalents include cash on hand and in the banks. They are carried at
      cost, which approximates fair market value.





**Concentration
      of credit risk:**





The
      Company maintains its cash in bank deposit accounts at high credit, quality
      financial institutions. The balances, at times, may exceed federally insured
      limits.





F-6




**EXPLORATIONS
      GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**1.**
            **Summary
                of significant accounting policies
                (continued):**





**Property
      and equipment:**





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





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





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




**Advertising
      costs:**





The
      Company expenses advertising costs as they are incurred. The Company did not
      incur any advertising expense for the year ended December 31, 2007.





**Income
      Tax**




The
      accompanying financial statements have been prepared in accordance with
      generally accepted accounting principles while the income tax returns have
      been
      prepared in accordance with principles used for income tax reporting. This
      basis
      differs from generally accepted accounting principles because of certain timing
      differences in the recording of revenues and expenses. For example, officer’s
      compensation is accrued in the financial statements as incurred while may only
      be deducted for tax purposes when actually paid out and not when
      accrued.





**Use
      of estimates:**





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





**Revenue
      recognition:**





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




F-7




**EXPLORATIONS
      GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**2.**
            **Related
                party transactions:**





The
      Company uses the services of a related entity to perform management services
      for
      the subsidiaries. F.B. Acquisitions, Inc., affiliated through common management,
      processed and collected cash receipts and paid certain expenses as well as
      providing other services on behalf of the subsidiaries. No formal agreement
      exists and no additional fee is charged for the other services. For the year
      ended December 31, 2007 the company did not pay any management
      fees.





On
      October 16, 2007, the Company has issued an additional 6,000,000 shares to
      a
      group which its Chief Executive Officer is a shareholder in exchange for a
      reduction of the amount owed to the group in the





**3.**
            **Management
                agreement:**





On
      March
      13, 2002 and commencing March 15, 2002, a subsidiary entered into a five year
      agreement with a third party who will manage and maintain the parking facilities
      that the subsidiary currently leases under an operating lease. Which has been
      terminated.





**4.**
            **Property
                and equipment:**




December
                31,Property
              and equipment consists of the
              following:
            
            2007Furniture
                and fixtures
            
            $
            1,586Less:
                accumulated depreciation
            
            
            (1,586
            )Property
                and equipment, net
            
            $
            -
                0 -





F-8


**EXPLORATIONS
      GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**5.**
            **Income
                taxes:**





Due
      to a
      net operating loss carryfoward, there is no current income tax provision for
      the
      year ended December 31, 2007.





The
      tax
      provision for income taxes differs from the “expected” tax expense for the year
      ended December 31, 2007, computed by applying a federal corporation tax rate
      of
      34% as follows:





2007
            
            2006Computed
                “expected” tax expense
            
            $
            5,166
            
            
            5,166Valuation
                allowance
            
            
            5,166
            
            
            5,166$
            -
                0 -
            
            
            -
                0 -





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





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





As
      of
      December 31, 2007, the Company has a net operating loss carryforward of
      approximately $2,000,000 for income tax purposes, available to offset future
      earnings which expire on various dates through 2025. Uses of the net operating
      losses may be limited based upon the Internal Revenue Code.





In
      assessing the possibility of being able to use the deferred tax assets,
      management must consider whether it is more likely than not that the Company
      will generate taxable income in excess of these losses. Due to the Company’s
      reorganization and the ceasing of operations, except for consulting activities,
      it is more likely than not that the benefit of the deferred tax asset will
      never
      be realized.





The
      financial Statement reflects a provision for officers compensation in the amount
      of $30,000, which is a timing difference that will not be deducted on the income
      tax return.




**6.**
            **Convertible
                bond payable:**





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





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





**7.**
            **Commitments
                and contingencies:**





The
      Internal Revenue Service has a federal tax lien against all of the property
      and
      rights to the property of Big Scherm’s, Chiefs and NYC’s former parent, Smart
      Parking, Inc., for unpaid federal withholding taxes for the years ended December
      31, 1999 and 2000. The unpaid balance continues to incur additional charges
      for
      interest at the current rate charged by the Internal Revenue
      Service.





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





During
      the year ended December 31, 2007 there was $ 30,000 recorded for the employment
      agreement.





F-9




**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.





Management's
      Annual Report on Internal Control Over Financial Reporting.





Our
      Management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the
      Company in
      accordance with and as defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act. Our internal control over financial reporting is designed 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. Our internal control over
      financial reporting includes those policies and procedures that:





(i)
      require the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our assets;





(ii)
      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 Company are
      being made in accordance with authorizations of management and directors of
      the
      Company;





(iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use, or disposition of the Company’s assets that could have a
      material effect on the financial statements.




12





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, 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.





Management's
      assessment of the effectiveness of the Company’s internal control over financial
      reporting as of the year ended December 31, 2007 is effective. We have not
      identified any, current material weaknesses considering the nature and extent
      of
      our current operations and any risks or errors in financial reporting under
      current operations.





This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management's report in this annual report.





Changes
      in Internal Control Over Financial Reporting.





There
      was
      no change in our internal control over financial reporting that occurred during
      the last fiscal quarter ended December 31, 2007 that has materially affected,
      or
      is 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.





13





**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
            
            44
            
            Chairman,
                CEO, CFO and DirectorIan
                Brown
            
            41
            
            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, 2007, 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.




14





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
            
            
            2007
            
            $
            25,000
            
            
            -





(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.




15





(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, 2007**





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 $25,000 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 sets forth information concerning the ownership of Common Stock
      with respect to stockholders who were known to the us to be beneficial owners
      of
      more than 5% of the Common Stock as of the date hereof, and officers and
      directors as a group. Unless otherwise indicated, the beneficial owner has
      sole
      voting and investment power with respect to such shares of Common
      Stock.





Name
                and Address of Beneficial Owner (1)
            
            Number
                of Shares
            
            Nature
                of Ownership
            
            Percent
                of Class(2)Common
                StockEric
                Brown
            
            
            4,601,417
            
            
            Record
            
            
            18.7
            %All
                Directors and Officers as a Group
            
            
            4,601,417
            
            
            
            
            
            18.7
            %Other
                Beneficial 5% OwnersIan
                Brown (3)
            
            
            2,071,500
            
            
            Record
            
            
            8.4
            %Discount
                Management, LLC (4)
            
            
            3,000,000
            
            
            Record
            
            
            12.2
            %Signature
                Management, LLC (5)
            
            
            3,575,000
            
            
            Record
            
            
            14.6
            %Grand
                Columbus Holding, Inc. (6)
            
            
            2,041,300
            
            
            Record
            
            
            8.3
            %LD
                Mainline Holding Corp. (7)
            
            
            1,266,300
            
            
            Record
            
            
            5.2
            %Michelle
                Tucker and affiliates (8)
            
            
            2,068,781
            
            
            Record/Ben.
            
            
            8.4
            %All
                Directors, Officers and 5% shareholders as a Group
            
            
            18,624,298
            
            
            
            
            
            75.8
            %





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




16





(2)  Based
      on
      24,558,136 shares of Common Stock outstanding as of February 26, 2008. 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
      warrants that are currently exercisable or exercisable within 60 days of
      February 26, 2008 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)  Ian
      Brown
      is the brother of Eric Brown, our sole officer and director.





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





(5)  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 the sole officer
      and director of the Company. This should not be construed as an admission that
      such persons are, for the purposes of 13(d) of the Exchange Act, a beneficial
      owner of any securities shown.





(6)  Grand
      Columbus Holding, Inc. is a corporation controlled by Eric Brown and Simona
      Brown. Eric Brown is the sole officer and director of the Company. Simona Brown
      is married to Eric Brown. This should not be construed as an admission that
      such
      persons are, for the purposes of 13(d) of the Exchange Act, a beneficial owner
      of any securities shown





(7)  LD
      Mainline Holding Corp. is a corporation controlled by Ian Brown. Ian Brown
      is
      the brother of Eric Brown, our sole officer and director. This should not be
      construed as an admission that such persons are, for the purposes of 13(d)
      of
      the Exchange Act, a beneficial owner of any securities shown





(8)  Information
      taken from Form 13D filed by stockholder.




17





**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.





On
      October 16, 2007, we sold 1,866,666
      shares of the Registrant’s common stock to our President, at a price of $0.015
      per share, in exchange for the cancellation of the amount of $28,000.00 owed
      to
      the President for accrued but unpaid compensation.





On
      October 16, 2007, we sold 4,133,334
      shares of the Registrant’s common stock to a party affiliated with our
      President, at a price of $0.015 per share, in exchange for the cancellation
      of
      debt in the amount of $60,000.00 owed to such party by the
      Registrant.





**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





Form
      8-K
      filed on October 16, 2007 to report the sale of unregistered
      securities.




18





**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 2007 and 2006.





2007
            
            2006Audit
                fees
            
            $
            13,000
            
            $
            11,500All
                other fees
            
            
            -
            
            
            -Audit
                related
            
            
            -
            
            
            -Other
                non-audit
            
            
            -
            
            
            -Services
            
            
            -
            
            
            -Total
                all other fees
            
            
            -
            
            
            -Total
            
            $
            13,000
            
            $
            11,500




19




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,
              
              April
                  15, 2008(Eric
                  Brown)
              
              Chief
                  Financial Officer
                President
                  and Director




20




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





21