PARKS AMERICA, INC - Annual Report: 2010 (Form 10-K)

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X . ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 26, 2010

. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number: 000-51254

PARKS! AMERICA, INC.

(Exact name of registrant as specified on its charter)

NEVADA

91-0626756

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1300 Oak Grove Road

Pine Mountain, GA 31822

(Address, Including Zip Code of Principal Executive Offices)

(706-663-8744)

(Issuer's telephone number)

With copies to:

Jonathan H. Gardner

Kavinoky Cook LLP

726 Exchange St., Suite 800

Buffalo, New York 14210

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

NONE

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

Common Stock, par value $0.0001 per share

(Title of class)

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes . 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 . No X .

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

Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. X .

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 definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (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 by Rule 12b-2 of the Exchange Act)

Yes . No X .

The aggregate market value of the issued and outstanding stock held by non-affiliates of the registrant, based upon the most recent sale of the Company's common stock at a price of $0.01 per share, was approximately $347,225. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of March 20, 2011, the issuer had 73,781,537 outstanding shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE – None

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 26, 2010

INDEX



		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	9
Item 2	Properties	10
Item 3	Legal Proceedings	10
		11
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6	Selected Financial Data	12
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8	Financial Statements and Supplementary Data	16
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A	Controls and Procedures	17
Item 9B	Other Information	17
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	18
Item 11	Executive Compensation	20
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13	Certain Relationships and Related Transactions, and Director Independence	23
Item 14	Principal Accountant Fees and Services	24
	PART IV
Item 15	Exhibits and Financial Statement Schedules	25
	Signatures	25

FORWARD-LOOKING STATEMENTS

In this annual report, references to "Parks! America, Inc.," "Parks! America," "the Company," "we," "us," and "our" refer to Parks! America, Inc. and our wholly-owned subsidiaries.

Except for the historical information contained herein, some of the statements in this Report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operation," and "Risk Factors." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to: our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

PART I

ITEM 1. BUSINESS

Overview

Parks! America, Inc. (referred to herein as “Parks!” or the “Company” or “we”), through our wholly-owned subsidiaries owns and operates two regional theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States. Our wholly-owned subsidiaries are Wild Animal, Inc., a Missouri corporation (“Wild Animal - Missouri”) and Wild Animal Safari, Inc. a Georgia corporation (“Wild Animal - Georgia”), Wild Animal - Georgia owns and operates the Wild Animal Safari theme park in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal - Missouri owns and operates the Wild Animal Safari theme park located in Strafford, Missouri (the “Missouri Park”).

Our goal is to build a family of theme parks primarily through acquisitions of small, local and regional, privately-owned existing parks and to develop a series of compatible, themed attractions. The Company also may pursue contract management opportunities for themed attractions owned by third parties.

Our philosophy is to acquire existing theme park properties with the following primary criteria in mind:

-Properties that have an operating history;

-Properties where our management team believes the potential exists to increase profits and operating efficiencies; and

-Properties where there is additional, underutilized land upon which to expand operations.

We believe that acquisitions should not unnecessarily encumber the Company with debt that cannot be justified by current operations. By using a combination of equity, debt and other financing options, we intend to carefully monitor shareholder value in conjunction with our pursuit of growth.

As we look at our operations for the year ended December 26, 2010, our principal concern is the Missouri Park which continues to have improving, but unsatisfactory operating results. While we were able to increase sales at the Missouri Park by 10% as compared with the 2009 fiscal year, we believe that years of operation under prior owners have resulted in preconceptions about the condition of the Missouri Park that we still have to overcome. We have worked consistently since our acquisition of the Missouri Park in March of 2008 to upgrade the Park’s physical facilities and dramatically improve its food service. The challenge is to bring the public’s perception of the Park in line with its current condition and level of service. We expect that this effort will take time, but that it will yield favorable results. We will continue to focus our efforts to promote the Missouri Park and make such improvements as our capital budget allows.

Our common shares are traded on the OTC Bulletin Board under the symbol, “PRKA.”

Corporate History

The Company was originally incorporated on July 30, 1954 as “Painted Desert Uranium & Oil Co., Inc.” in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to “Royal Pacific Resources, Inc.” and its corporate domicile to the State of Nevada.

On December 19, 2003, Royal Pacific Resources, Inc. acquired the assets of Great Western Parks LLC pursuant to a Share Exchange Agreement that set the stage for our current corporate structure and management team. We changed the name of the Company to “Great American Family Parks, Inc.” The acquisition was accounted for as a “reverse acquisition” in which Great Western Parks was considered to be the acquirer of Royal Pacific Resources for reporting purposes. Our common stock outstanding increased from 2,533,000 to 29,600,000 as a result of the transaction. As of June 11, 2008 the Company changed its name from Great American Family Parks, Inc. to its current name, “Parks! America, Inc.” In addition, effective June 25, 2008, the Company's quotation symbol on the OTC Bulletin Board was changed from “GFAM” to “PRKA.”

Wild Animal Safari, Inc. – The Georgia Park

Wild Animal - Georgia owns and operates the Georgia Park in Pine Mountain, Georgia. The Georgia Park is situated within a 200-acre portion of a 500-acre plot that is owned by Wild Animal – Georgia. The Georgia Park includes a drive-through animal viewing area that opened in 1991. It is home to over 900 animals from six continents. Most of the animals roam wild throughout a natural habitat and visitors to the Georgia Park are able to observe, photograph and feed the animals from their own cars as they drive along more than three miles of paved roads that run throughout the habitat area. Some animals are contained in special fenced-in areas within the natural habitat and others are located in a more traditional zoo-like atmosphere.

Wild Animal - Georgia’s revenues are primarily derived from admission fees, food and beverage sales, gift store and specialty item sales, sales of animal food and vehicle rentals at the Georgia Park.

In addition to the animal environments, the Georgia Park contains a gift shop, an ice cream parlor, an arcade, a picnic and group recreation area, lakes, a pavilion and concession stands. We sell food and beverages in our restaurant, and gift items from the gift shop to include shirts and hats, specialty items, educational books and toys about animals of the world, other toys, authentic gifts from various continents (e.g. ostrich eggs, hides and skins) and other family oriented items. We also operate a Noble Roman’s Pizza franchise and a Tuscano’s Italian Subs franchise at the Georgia Park. Also within the Georgia Park is our reptile house, located next to our petting zoo, featuring wildlife specimens that are native to Georgia, re-created in natural settings.

Wild Animal - Georgia’s growth plans are predicated upon our ongoing upgrade of the physical plant, which will make it more attractive to visitors; and our development of unused acreage surrounding the park.

A majority of Wild Animal -Georgia’s animals are born in the Georgia Park. The animals we acquire are generally purchased domestically. We rarely import animals. Auctions and sales of animals across the United States occur often and we may acquire animals in these auctions if we see an opportunity to enhance our Parks. We sell animals from time to time as a result of the recent growth in the number of animals in the Georgia Park created by natural breeding that occurs in the Park, and these proceeds are recorded as revenue. We are exploring the possibility of building this into a larger revenue stream in the future. Animal sales represented $16,727 in 2010.

Food and beverages are purchased locally, although the main products and ingredients for the Noble Roman’s Pizza and Tuscano’s Subs are purchased from the national franchising company. As of June 21, 2005 we purchased franchise rights to own and operate a Noble Roman’s Pizza and Tuscano’s Italian Subs food franchise at our Georgia Park. The Franchise Agreement had an initial term of 5 years commencing as of June 21, 2005 and has been renewed for an additional five years. The franchisor receives 7.0% of gross sale proceeds.

Wild Animal, Inc. – The Missouri Park

Wild Animal – Missouri purchased the Missouri Park as of March 5, 2008. The Missouri Park is situated in Strafford, Missouri on 255 acres of land located 12 miles east of Springfield and 45 miles north of Branson. The Missouri Park is a ride-through wild animal park with five-mile course permitting access to 600 animals of approximately 80 different species. Most of the animals roam wild throughout the natural habitat. Visitors to the Missouri Park are able to observe, photograph, and feed the animals from their own cars as they drive. Some animals are contained in special fenced-in areas within natural habitats. Other animals are located in a more traditional zoo-like atmosphere. In addition, the park offers a gift shop, a food and beverage area and a petting zoo.

Research and Development

No research and development occurs in our Wild Animal Safari businesses except for normal product testing.

Government Regulation

Both the Georgia Park and the Missouri Park operate under various licenses and approvals from government at various levels, as outlined below. The licenses under which our businesses operate are crucial to our ongoing operations. Should any changes occur in the licensing requirements for either business, this could have an adverse effect on revenues, profits and attendance. There are inspections at or facilities. The nature of our business makes it unlikely that our operations will trigger environmental problems.

U.S. Department Of Interior – Fish & Wildlife - Import/ Export License

This license is necessary in the event the Company imports or exports certain items, including animals, skins and horns. This license was renewed as of June 1, 2010.

United States Department Of Agriculture -Class C Exhibitor License for the Georgia Park

This license was renewed as of October 13, 2010.

United States Department Of Agriculture – Class C Exhibitor License for the Missouri Park

Renewal of this license is pending.

Georgia Department Of Natural Resources – Wildlife Animal License

This license applies to the Georgia Park and was renewed as of March 31, 2011.

Georgia Department Of Natural Resources – Wildlife Exhibition License

This license applies to the Georgia Park and was renewed as of March 31, 2011.

Troup County Business License

This license applies to our food concession at the Missouri Park and was renewed as of January 10, 2011.

Missouri Department of Natural Resources License – applies to the Missouri Park

Competition

The theme park industry is highly competitive, highly fragmented, rapidly evolving, and subject to technological change and intense marketing by providers with similar products. One of our competitors for general recreation consumer spending in Georgia, Callaway Gardens, is located within five miles of our Georgia Park. Similarly, the Missouri Park is located approximately 45 minutes from Branson, Missouri, a resort and entertainment venue. Many of the Company’s current competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than the Company has. In the event that such a competitor expends significant sales and marketing resources in one or several markets the Company may not be able to compete successfully in such markets. The Company believes that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect the Company’s gross margins if the Company is not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for the Company to predict whether it will face new competitors using different technologies to provide the same or similar products offered or proposed to be offered by the Company. If the Company’s competitors were to provide better and more cost effective products, the Company’s business initiatives could be materially and adversely affected.

The Georgia Park has approximately 15 full-time employees, and during the Georgia Park’s prime attendance season, which runs from April through August, we typically engage up to approximately 20 additional seasonal employees. The Missouri Park has 6 year round employees and has engaged an additional 8 seasonal employees during the peak season. We also engage consultants from time to time. We have no collective bargaining agreements with our employees and believe our relations with our employees are good.

ITEM 1A. RISK FACTORS

You should read the following discussion and analysis together with our consolidated financial statements and related notes included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "risk factors" below for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer.

Risk Factors Relating to Our Business:

We Have a Limited Operating History

We have a limited operating history and our financial health will be subject to all the risks inherent in the establishment of a new business enterprise. We have been officially operating under our current business plan of acquiring theme parks since 2003, when we reached a preliminary agreement to purchase the Georgia Park. Subsequently in 2003, the Company gained control of Royal Pacific Resources and changed its name to Great American Family Parks. Our purchase of the Georgia Park was not completed until June of 2005. The Missouri Park was purchased in March of 2008. The likelihood of our success must be considered in the light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the startup and growth of a new business, and the competitive environment in which we will operate. Our success is dependent upon the successful financing and development of our business plan. No assurance of success is offered. Unanticipated problems, expenses, and delays are frequently encountered in establishing a new business and marketing and developing products. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, marketing and governmental regulation. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail our operations.

We May Not Identify or Complete Acquisitions in a Timely, Cost-Effective Manner, If At All.

Our business plan is predicated upon the acquisition of additional local or regional theme parks and attractions; and, the approval and expansion of our current facilities and offerings. However, there can be no assurance that we will be successful in acquiring and operating additional local or regional theme parks and attractions. Competition for acquisition opportunities in the theme park industry is intense as there is a limited number of parks within the United States and Canada that could reasonably qualify as acquisition targets for us. Our acquisition strategy is dependent upon, among other things, our ability to: identify acquisition opportunities; obtain debt and equity financing; and obtain necessary regulatory approvals. Our ability to pursue our acquisition strategy may be hindered if we are not able to successfully identify acquisition targets or obtain the necessary financing or regulatory approvals, including but not limited to those arising under federal and state antitrust and environmental laws.

We May Be Unable To Effectively Manage Our Growth or Implement Our Expansion Strategy.

Our acquisition strategy is subject to related risks, including pressure on our management and on our internal systems and controls. Our planned growth will require us to invest in new, and improve our existing, operational, technological and financial systems and to expand, train and retain our employee base. Our failure to effectively manage our growth could have a material adverse effect on our future financial condition.

Significant Amounts of Additional Financing May Be Necessary For the Implementation of Our Business Plan.

The Company may require additional debt and equity financing to pursue its acquisition strategy. Given its limited operating history, there can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could force us to curtail substantially our expansion plans. Furthermore, the issuance by us of any additional securities and the exercise of Warrants which might arise under any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock.

The Theme Park Industry is Highly Competitive and We May Be Unable to Compete Effectively.

The theme park industry is highly competitive, highly fragmented, rapidly evolving, and subject to technological change and intense marketing by providers with similar products. One of our competitors for attracting general recreation dollars, Callaway Gardens, is located within five miles of our Wild Animal Safari park in Georgia. Branson, Missouri is located just 45 minutes from our Animal Paradise Park in Missouri. Many of our current competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than we have. In the event that such a competitor expends significant sales and marketing resources in one or several markets we may not be able to compete successfully in such markets. The Company believes that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies to provide the same or similar products offered or proposed to be offered by us. If our competitors were to provide better and more cost effective products, our business could be materially and adversely affected.

We Face Strong Competition from Numerous Entertainment Alternatives.

In addition to competing with other themed and amusement parks, our venues compete with other types of recreational venues and entertainment alternatives, including but not limited to movies, sports attractions, vacation travel and video games. There can be no assurance that we will successfully differentiate ourselves from these entertainment alternatives or that consumers will consider our entertainment offerings to be more appealing than those of our competitors. The development of technology-based entertainment has provided families with a wider selection of entertainment alternatives close to or in their homes, including home entertainment units, online gaming, and video game parlors. In addition, traditional theme parks have been able to reduce the cost and increase the variety of their attractions by implementing technologies that cannot be readily incorporated by wild animal parks such as the Georgia Park or the Missouri Park..

Our Insurance Coverage May Not Be Adequate To Cover All Possible Losses That We Could Suffer, and Our Insurance Costs May Increase.

Companies engaged in the theme park business may be sued for substantial damages in the event of an actual or alleged accident. An accident occurring at our parks or at competing parks may reduce attendance, increase insurance premiums, and negatively impact our operating results. Our properties contain drive-through, safari style animal parks, and there are inherent risks associated with allowing the public to interact with animals. Although we carry liability insurance to cover this risk, there can be no assurance that our coverage will be adequate to cover liabilities, or that we will be able to afford or obtain adequate coverage should a catastrophic incident occur.

We currently have $6,000,000 of liability insurance. We will continue to use reasonable commercial efforts to maintain policies of liability, fire and casualty insurance sufficient to provide reasonable coverage for risks arising from accidents, fire, weather, other acts of God, and other potential casualties. There can be no assurance that we will be able to obtain adequate levels of insurance to protect against suits and judgments in connection with accidents or other disasters that may occur in our theme parks.

Our Ownership of Real Property Subjects Us to Environmental Regulation, Which Creates Uncertainty Regarding Future Environmental Expenditures and Liabilities.

We may be required to incur costs to comply with environmental requirements, such as those relating to discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases at one of our properties. As an owner or operator, we could also be held responsible to a governmental entity or third party for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. Environmental laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. We are not currently aware of any material environmental risks regarding our properties. However, we may be required to incur costs to remediate potential environmental hazards or to mitigate environmental risks in the future.

The Suspension or Termination of Any of our Business Licenses May Have a Negative Impact on Our Business

We maintain a variety of standard business licenses issued by federal, state and city government agencies that are renewable on a periodic basis. We cannot guarantee that we will be successful in renewing all of our licenses on a periodic basis. The suspension, termination or expiration of one or more of these licenses could have a significant adverse affect on our revenues and profits. In addition, any changes to the licensing requirements for any of our licenses could affect our ability to maintain the licenses.

We Are Dependent Upon the Services of Our Executive Officers and Consultants.

Our success is heavily dependent on the continued active participation of our executive officers. Loss of the services of one or more of these officers could have a material adverse effect upon our business, financial condition or results of operations. In particular, we place substantial reliance upon the efforts and abilities of Dale Van Voorhis, Chairman of the Board of Directors and Chief Executive Officer and Jim Meikle, Chief Operating Officer of the Company and a Director of the Company, and President of Wild Animal-Missouri and Wild Animal-Georgia. The loss of Mr. Van Voorhis or Mr. Meikle's services could have a serious adverse effect on our business, operations, revenues or prospects.

Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the theme park industry is intense, and the loss of any such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the Company’s activities, could have a materially adverse effect on the Company. The inability of the Company to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on the Company’s business, financial condition or results of operations.

Risk Factors Relating to Our Common Stock

The Market Price Of Our Common Stock May Decline Because There Are Warrants That May Be Available For Future Sale And The Sale Of These Shares May Depress The Market Price.

The market price of our common stock may decline because there are a large number of warrants that may be available for future sale, and the sale of these shares may depress the market price. As of March 20, 2011, we had 73,781,537 Shares issued and outstanding.

Our Common Stock is Subject to the “Penny Stock” Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions In Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts. As a result, the market for our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares.

We Do Not Expect to Pay Dividends for Some Time, if At All

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors.

Future Capital Needs Could Result in Dilution to Investors; Additional Financing Could be Unavailable or Have Unfavorable Terms

Our future capital requirements will depend on many factors, including cash flow from operations, progress in our present operations, competing market developments, and our ability to market our products successfully. It may be necessary to raise additional funds through equity or debt financings. Any equity financings could result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorable to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTY

The Company owns and operates the following animal theme parks:

Wild Animal Safari, Inc. – The Georgia Park

Wild Animal - Georgia’s revenues are primarily derived from admission fees, food and beverage sales and gift store and specialty item sales, sales of animal food and vehicle rentals at the Georgia Park.

In addition to the animal environments, the Georgia Park contains a gift shop, an ice cream parlor, an arcade, a picnic and group recreation area, lakes, a pavilion and concession stands. We sell food and beverages in our restaurant, and gift items from the gift shop to include shirts and hats, specialty items, educational books and toys about animals of the world, other toys, authentic gifts from various continents (e.g. ostrich eggs, hides and skins) and other family oriented items. We also operate a Noble Roman’s Pizza franchise and a Tuscano’s Italian Subs franchise at the Georgia Park. Also within the Georgia Park is our reptile house which is located next to our petting zoo and features wildlife specimens that are native to Georgia, recreated in natural settings.

Wild Animal, Inc. – The Missouri Park

Wild Animal – Missouri purchased the Missouri Park as of March 5, 2008. The Missouri Park is situated in Strafford, Missouri on 255 acres of land located 12 miles east of Springfield and 45 miles north of Branson. The Missouri Park is a ride-through wild animal park with a five-mile course permitting access to 600 animals of approximately 80 different species. Most of the animals roam wild throughout the natural habitat. Visitors to the Missouri Park are able to observe, photograph, and feed the animals from their own cars as they drive. Some animals are contained in special fenced-in areas within natural habitats. Other animals are located in a more traditional zoo-like atmosphere. In addition, the park offers a gift shop, a food and beverage area and a petting zoo.

ITEM 3. LEGAL PROCEEDINGS

On June 25, 2009, a group led by Larry L. Eastland, the Company’s former President and CEO for approximately six years, filed with the SEC preliminary proxy materials expressing their intention to take control of the Company by electing a slate of directors at a shareholders meeting. In addition to Larry L. Eastland, the group consisted of EDLA Family Limited Partnership (controlled by Larry L. Eastland), Jay Pitlake, Queenie Lai, Roderick D. Davies, Michael Lempres and Jack Klosterman. This group amended their preliminary proxy materials on July 6, 2009.

On September 10, 2009, an expanded group led by Larry L. Eastland filed with the SEC a Consent Solicitation Statement. This group consisted of Larry L. Eastland, EDLA Family Limited Partnership, Jay Pitlake, Jack Klosterman, Ben Smith, Jay Goldman, Richard Jackson, Robert O’Brien, Queenie Lai, Michael Lempres, Roderick Davis, Mark D. Stubbs, Bart Marcois, Jonathan Wing Lock So and Richard Nguyen Huu Nam. While this Consent Solicitation Statement did not explicitly state an intention to gain control of the Company, the proposal to shareholders was to expand the size of the board of directors and elect new additional directors who would outnumber the existing group. In a subsequent joint filing on Schedule 13D on September 21, 2009 by the EDLA Family Limited Partnership, Larry Eastland, Jay Pitlake, Jack Klosterman, Ben Smith, Jay Goldman, Richard Jackson, Robert O’Brien and Mark D. Stubbs, this group stated that their filing of a Consent Solicitation Statement “will have the effect of replacing the current board of directors and changing control of the Issuer.”

The Company responded by commencing a lawsuit in the Nevada District Court in Clark County, Nevada seeking to enjoin the Consent Solicitation Statement on the grounds that: (i) the expansion of the size of the board of directors called for in the Consent Solicitation Statement violated the Company’s Articles of Incorporation, (ii) the Company’s By-Laws require that directors be elected at an annual meeting of shareholders and (iii) Larry L. Eastland violated his Severance Agreement with the Company by not turning over material corporate records in his possession and was wrongfully using such records to conduct the consent solicitation. On September 25, 2009, the Court issued a Temporary Restraining Order enjoining any actions in furtherance of the Consent Solicitation Statement and restraining the group that filed it from making any further filings with the SEC. On October 23, 2009, the group led by Larry L. Eastland and the Company stipulated to an Order extending such Temporary Restraining Order until December 16, 2009. As of May 17, 2010, the Nevada District Court issued a Preliminary Injunction Order dissolving the Temporary Restraining Order and issuing a Preliminary Injunction against the Eastland Group that (i) enjoined them from taking any further action in furtherance of their consent solicitation, (ii) enjoined them from filing with the SEC documents that violate the Company’s Article of Incorporation, as amended, its by-laws and the Nevada Revised Statutes in regard to removing or replacing the board of directors of the Company and (iii) requiring that the Eastland Group and the Company submit to each other all information they have in regard to the actual stockholders of the Company, including the identity of stockholders whose shares are held by registries or other parties.

On October 19, 2010 the Company held a Shareholders Meeting (the “Meeting”). At the Meeting, the shareholders (1) elected all seven of the Company’s director nominees and (2) ratified the appointment of Silberstein Ungar, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2010.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Our common stock trades on the OTCBB under the symbol "PRKA". Effective June 25, 2008, the Company's quotation symbol on the Over-the-Counter Bulletin Board was changed from GFAM to PRKA. The table below sets forth, for the periods indicated, the high and low closing prices per share of the common stock as reported on the OTCBB. These quotations reflect prices between dealers, do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions. The prices are adjusted to reflect all stock splits.


		High		Low

2011	January	$	0.020	$	0.006
	February	$	0.030	$	0.020

2010	First Quarter	$	0.020	$	0.015
	Second Quarter	$	0.030	$	0.010
	Third Quarter	$	0.020	$	0.010
	Fourth Quarter	$	0.010	$	0.006

2009	First Quarter	$	0.04	$	0.006
	Second Quarter	$	0.10	$	0.006
	Third Quarter	$	0.02	$	0.04
	Fourth Quarter	$	0.01	$	0.0275

2008	First Quarter	$	0.13	$	0.06
	Second Quarter	$	0.12	$	0.08
	Third Quarter	$	0.12	$	0.035
	Fourth Quarter	$	0.04	$	0.01

As of March 20, 2011, there were 73,781,537 Shares outstanding held by approximately 3,208 stockholders of record. This does not reflect those shares held beneficially or those shares held in "street" name.

We do not currently pay any dividends on our common stock, and we currently intend to retain any future earnings, if any, for use in our business. Any future determination as to the payment of dividends on our common stock will be at the discretion of our Board of Directors and will depend on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by our Board of Directors. The declaration of dividends on our common stock also may be restricted by the provisions of credit agreements that we may enter into from time to time.

RECENT SALES OF UNREGISTERED SECURITIES

In December 2009 the Company completed a private placement (the “Private Placement”) of 20,000,000 shares of the Company’s common stock (the “Shares”) at $0.01 per Share from two investors for total consideration of $200,000. Both investors were “accredited investors” as that term is defined under Regulation D (“Regulation D”) of the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement was exempt from registration under the Securities Act pursuant to Regulation D. One of the investors was the Company’s Chairman and then Chief Operating Officer.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information on the Company’s businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our consolidated financial statements for the year ended December 26, 2010 provided in this annual report on Form 10-K. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein.

The forward-looking information set forth in this annual report is as of the date of this filing, and we undertake no duty to update this information. More information about potential factors that could affect our business and financial results is included in the section entitled "Risk Factors" in this annual report.

Overview

Through our wholly-owned subsidiaries, we own and operate two regional theme parks and are in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States. Our wholly-owned subsidiaries are Wild Animal, Inc., a Missouri corporation (“Wild Animal - Missouri”) and Wild Animal Safari, Inc. a Georgia corporation (“Wild Animal – Georgia”). Wild Animal-Georgia owns and operates the Wild Animal Safari theme park in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal - Missouri owns and operates the Wild Animal Safari theme park located in Strafford, Missouri (the “Missouri Park”).

Our goal is to build a family of theme parks primarily through acquisitions of small, local and regional, privately-owned existing parks and to develop a series of compatible, themed attractions,. The Company also may pursue contract management opportunities for themed attractions owned by third parties.

Our philosophy is to acquire existing amusement park properties with the following primary criteria in mind:

Properties that have an operating history;

Properties where our management team believes the potential exists to increase profits and operating efficiencies; and

Properties where there is additional, underutilized land upon which to expand operations.

Our current size and operating model leaves us little room for mistakes. Our highest priority is to make the Missouri Park operation break-even and then profitable. The current tightness in the financial markets could make it difficult for us to raise the needed capital to give us the time we may need to get the Missouri Park profitable. Any future capital raised by our company is likely to result in dilution to existing stockholders. It is possible that cash generated by, or available to, Parks! America may not be sufficient to fund our capital and liquidity needs for the near-term.

The Company signed a new loan agreement in March 2011 with our primary lending institution which replaces our maturing loan on the Georgia Park for a term three years (based on a 14-year amortization) at an interest rate of 6.5% (down from previous mortgage rate of 7.75%). Our auditors have issued a clean opinion for the year ended December 26, 2010, after qualifying their opinion for each of the last two fiscal years with a “going concern” exception. We believe this is due, in part, to our successful efforts to refinance the maturing mortgage at the Georgia Park.

Results of Operations Year Ended December 26, 2010 as Compared to Year Ended December 27, 2009

Net Sales

Total net sales for the year ended December 26, 2010 increased $68,000 to $3,383,118 versus the year ended December 27, 2009. The increase was generated at the Missouri Park as a result of improved revenue per customer at this park. Revenue increased by $31,000 to $85,000 at the Missouri Park during the fourth quarter of 2010 as compared with the same period in 2009 (which was hurt by unusually bad weather). Revenue for the year ended December 26, 2010 at the Missouri Park increased by $82,000, or 13%, as compared to 2009. Annual attendance at the Missouri Park increased slightly during 2010, while the average revenue per customer increased by 10% during 2010 versus 2009.

Revenue at the Georgia Park increased 20% during the fourth quarter of 2010 as a result of better weather this year versus last year, particularly in October 2010. Attendance at the Georgia Park increased 2% for the fiscal year and revenue per customer declined by 3% in 2010 as compared to average revenue per customer in 2009.

The following table breaks down our continuing operations by subsidiary for 2010 versus 2009:



Twelve Months	Georgia Park		Missouri Park		Total
($ in 1,000's)	2010	2009	2010	2009	2010	2009
Net Sales	2,671	2,685	712	630	3,383	3,315
Cost of Sales	(354)	(401)	(147)	(117)	(501)	(518)
Gross Profit	2,317	2,284	565	513	2,882	2,797
Gross Profit %	87%	85%	79%	81%	85%	84%
SG&A	(1,254)	(1,157)	(588)	(638)	(1,842)	(1,795)
Depr. & Amortization	(198)	(206)	(116)	(117)	(314)	(323)
Operating Margin	865	921	(139)	(242)	726	679
Corporate operating expenses					(643)	(930)
Profit (Loss) from operations					83	(251)

The 2010 operating margin at the Georgia Park declined 6% versus 2009 as a result of higher advertising spending in 2010 versus 2009. The Missouri Park improved its revenue per customer by 10%, while attendance was slightly higher than that of 2009. Management believes that attendance at the Missouri Park will continue to grow in 2011. The Company’s goal for the Missouri Park is to break even within the next two calendar years.

Cost of sales decreased as a percentage of revenue at the Georgia Park as a result of lower costs to feed the animals in 2010. Cost of sales at Missouri Park was higher in 2010 as compared to 2009 due an increase in the number of animals at such Park and an associated rise in the cost of feed.

Expenses

Including Corporate, selling, general and administrative expenses (“SG&A”) decreased by $82,000 to $2.5 million in 2010 as compared to $2.6 million in 2009, primarily as a result of lower corporate spending. Corporate spending declined $287,000 in fiscal year 2010, reflecting the benefit of closing our former headquarters in California and reorganization of our leadership team in March 2009. The Company incurred $157,895 in 2009 restructuring charges including severance expense of $124,246 in connection with the Company’s separation from its former Chairman and Chief Financial Officer and lease termination and relocation expenses of $33,649 in connection with closing the former California Corporate office. The Company reduced its 2010 paid professional fees to outside accountants and attorneys by $108,000 as compared with 2009.

The Missouri Park lowered its SG&A spending by $50,000 in 2010 primarily as a result of reducing payroll and advertising costs versus 2009. SG&A spending at the Georgia Park increased by $97,000 as compared with 2009 as a result of higher advertising, utilities and vehicle fuel costs.

The Company reported a net loss on disposal of operating assets of $21,106 in 2010 versus a loss of $70,540 in 2009. During 2009, the Company disposed of equipment and a building that was no longer worth maintaining, resulting in a $25,000 loss on disposal at the Georgia Park. The 2009 loss at the Missouri Park included a $34,000 loss from the demolition of a two-story house that no longer fit the future plans of the Missouri Park.

Depreciation and Amortization

Depreciation and amortization expenses were $313,858, slightly lower in 2010, as compared to $322,708 for the year ended December 27, 2009.

Discontinued Operations and Other Income (Expenses)

Other Income for 2010 includes $59,000 in credits from favorable settlements on previously billed legal and accounting services expensed prior to December 27, 2009.

For fiscal year 2009, Other Income included $175,632 in proceeds from the sale of timber from unused areas of the Georgia Park. This amount was recorded in the first quarter of 2009. During 2009, the Missouri Park recorded a casualty loss $40,000 from the write off of a pavilion, a stage, and two billboards which were destroyed by severe winds. These items were not covered under the Company’s property insurance policy.

Income from Discontinued Operations was $52,969 in 2009 as a result of collecting approximately $20,000 more from receivables than originally estimated and receiving $32,000 more in workers compensation refunds than originally recorded and projected at December 31, 2008. The Company conveyed its former temporary staffing business to Computer Contact Services, Inc. (“CSC”) as of January 1, 2009. As a result of this transaction, we recognized a loss of on Sale of Discontinued Operations of $616,080 as of December 31, 2008. This loss was reflected in our financial statements for the year ended December 31, 2008. The Company has no assets or liabilities recorded on its books as of December 27, 2009 related to its discontinued operation of Park Staffing Services. Discontinued operations resulted in a profit of $323,717 during 2008.

As stated above the Company entered into an agreement on December 30, 2008 to re-convey the assets of Parks Staffing Services back to its original owner which was effective as of January 1, 2009. The consideration paid by the Company to re-convey Parks Staffing Services was $616,080 less than our carrying value of the assets of Parks Staffing Services as of December 31, 2008, therefore goodwill and intangibles recorded on the Company’s books were reduced by this amount and reported as a Loss on the Sale of Discontinued Operations.

Interest Expense

Interest expense in 2010 was $330,617 as compared to $336,426 in 2009. The Company was able to rely less on outstanding lines of credit in 2010 due to a capital raise of $200,000 in December, 2009.

Net Loss and Loss Per Share

The Company reported a loss of $158,522, or $0.00 per share, as compared to $405,071 in 2009, or a loss of $0.01 per share in 2009. The operating margin from both parks netted the Company nearly $100,000, or 16%, more in operating profit in 2010 and Corporate spending was $287,000 lower in 2010 as compared to 2009 as discussed in detail above.

Liquidity and Capital Resources

Management believes that it has improved its operations to the point that it can now generate enough cash to fund its operations, make its mortgage payments and spend modestly on capital improvements in the near-term. Any slowdown in revenue or unusual capital outlays would require us to seek additional capital. In March 2011 the Company borrowed $50,000 from its Chairman to make a $50,000 lump sum principal payment on the Missouri mortgage that allows us to extend this seller financing another two years on the same terms. This $50,000 related party note has terms similar to its CB&T line of credit. It has a term of one year, is unsecured and bears interest at a rate of 6% per annum. For more information regarding such note, see “Certain Relationships and Related Transactions, and Director Independence” herein.

The Company’s working capital is negative $601,904 at December 26, 2010 as compared to a negative $2.4 million working capital at December 27, 2009. The large decrease is a result of securing a new mortgage note at the Georgia Park in March 2011. Last year the entire outstanding mortgage of $2,059,286 was classified as current liability.

In December of 2009 the Company completed a private placement (the “Private Placement”) of 20,000,000 Shares of the Company’s at $0.01 per Share from two investors for total consideration of $200,000. The Private Placement was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Regulation D (“Regulation D”) promulgated thereunder. Each investor was an “accredited investor” as that term is defined under Regulation D. One of the investors participating in the Private Placement was the Company’s Chairman and Chief Operating Officer. Proceeds from the Private Placement were used to meet projected cash flow requirements.

The Company redeemed 300,000 Shares under the terms of the Idaho Convenience store sale and corresponding note receivable. The Company issued 300,000 Shares to its directors for their service in 2008 and 2009. Each director received 25,000 Shares per year for two years of service. In addition, the Company awarded a total of 1.5 million Shares to two new officers of the Company during 2009. As a policy, shares issued for service to the Company are valued based on fair market price of shares on the date of issuance. During 2010, the Company awarded 175,000 Shares for their service in 2010.

Total debt related to property mortgages and lines of credit (“LOC”), including current maturities, at December 26, 2010 was $4.3 million versus $4.5 million at year end in 2009. The reduction in debt was a result of our monthly mortgage payments partially offset by higher LOC borrowings as of year end in 2010. The Company borrowed $365,000 on its lines of credit (as compared to $333,000 at year end 2009) leaving us an available LOC balance of $235,000. In December 2009, the Company added a third line of credit for $150,000 bringing our total available lines of credit to $600,000.

Unrestricted cash was $10,000 at year end. Capital spending will be kept to a minimum during the next twelve months as the Company works to improve its financial condition.

At December 26, 2010, the Company had equity of $2,215,754 and total debt of $3,942,408, and a debt to equity ratio of 1.94 to 1. The Company’s debt to equity ratio was 1.88 to 1 as of December 27, 2009

Our principal source of income is from cash sales, which is projected to provide sufficient cash flow to fund operations and service our current debt. During the next twelve to twenty-four months, management will focus on improving the financial condition of the Company.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An infinite number of variables can be posted that could have an effect on valuation of assets and liabilities. For example, it is assumed that:

Revenue and profit growth at the theme parks will continue;

The infrastructure will accommodate the additional customers;

Cost of improvements and operations will remain a relatively stable budgeted allocation; and

Per capita spending by the customers will continue to rise in relation to the rise in capital expenditures;

If any one of these assumptions, or combination of assumptions, proves incorrect, then the values assigned to real estate, per capita revenues, attendance and other variables that have remained consistent over the past two years may not be realized. The same would be true if higher than expected revenue streams occurred.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and related notes are set forth at pages F-1 through F-25.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On July 16, 2008, the Company engaged Stonefield Josephson, Inc. (“Stonefield”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2008. The change in the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on June 18, 2008.

During the year ended December 31, 2007 and any subsequent period through July 16, 2008, the Company did not consult with Stonefield regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K.

On April 8, 2009, the Company dismissed Stonefield as the Company’s independent registered public accounting firm. The dismissal of Stonefield was approved by the Company’s Board of Directors on April 7, 2009.

Stonefield did not issue a report on the Company’s financial statements for years ended December 31, 2008 or December 31, 2007. During the fiscal year ended December 31, 2008, and any subsequent period through April 16, 2009, there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K.

On April 16, 2009, the Company provided Stonefield with a copy of the disclosures it is making in response to Item 4.01 on its Form 8-K filed with the SEC on April 17, 2009, and requested that Stonefield furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements On April 8, 2009, the Company engaged Maddox Ungar Silberstein, PLLC (now known as Silberstein Ungar, PLLC) (“Silberstein”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2008. The change in the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on April 7, 2009.

During the year ended December 31, 2008 and any subsequent period through the date of this Report, the Company did not consult with Silberstein regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Based on an evaluation conducted by management, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) they concluded that our disclosure controls and procedures were effective as of December 26, 2010, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms; and

accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Overview

Management of the Company is responsible for establishing and maintaining adequate internal control over 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 Company's principal executive and principal financial officers and effected by the Company's board of directors, 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 accounting principles generally accepted in the United States and includes those policies and procedures that:

(a)

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

(b)

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

(c)

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.

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

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting are effective.

(c) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our executive officers and directors are as follows:


Name	Age	Position
Dale Van Voorhis	69	Chief Executive Officer and Director
Jon Laria	50	Chief Financial Officer and Director
Christopher Eastland	38	Director
Jim Meikle	69	Chief Operating Officer and Director
Jeff Lococo	54	Secretary and Director
Tristan Pico	64	Director
Charles Kohnen	43	Director

Dale Van Voorhis

Dale Van Voorhis was appointed as our Chief Executive Officer on January 27, 2011. Mr. Van Voorhis was re-appointed to our board of directors on March 13, 2009, and served as the Company’s Chief Operating Officer from March 28, 2009 until January 27, 2011. Mr. Van Voorhis previously served as a Director of the Company from December 2003 through December 2006. During his previous tenure at Parks! America, Inc., Mr. Van Voorhis served on the Company’s Audit Committee as Chairman and Financial Expert. Dale Van Voorhis previously served as Chief Financial Officer, President and Director of GFAM Management Corporation from December 2003 through December 2006. In addition, Mr. Van Voorhis has been the President of Amusement Business Consultants, Inc., an amusement industry consulting company, since its inception in 1994. Dale Van Voorhis was President and CEO of Funtime Parks Inc. from 1982 until 1994. Funtime Parks consisted of three parks in New York and Ohio and they generated total attendance of 2.6 million visitors in 1993. The Company sold the three parks for $60 million. Mr. Van Voorhis has over forty years experience in the amusement / entertainment industry.

Jon Laria, CPA

Jon Laria was appointed Parks’ Chief Financial Officer and as a member of its Board of Directors during March 2009. Mr. Laria was Chief Financial Officer for twelve years at World Harvest, a global non-profit organization which operated ten different divisions and employed 350 staff. Mr. Laria was previously a senior manager at Ryder System, Inc. for eight years, a $6 billion transportation services and logistics company, were he was responsible for managing $3.7 billion in assets in North America for his last three years there. He also served as the head of several centralized accounting and analysis functions for three years and was also the Financial Reporting Manager for two years. Mr. Laria was an Audit Manager for Arthur Andersen in the Columbus, Ohio office. His clients at Arthur Andersen were primarily public companies.

Christopher Eastland

Christopher Eastland has been a Director of the Company since May 2006 and is a member of the Audit Committee. Christopher Eastland is currently a Partner of Seidler Equity Partners, a private equity investment firm based in Los Angeles, California. He is involved in all firm investment activities, including deal sourcing, transaction structuring and negotiating and monitoring of portfolio investments. Prior to joining Seidler Equity Partners in early 2004, Chris was a transactional attorney at the law firm O’Melveny & Myers LLP since 1999. His practice focused principally on mergers and acquisitions and private equity investment, as well as representation of public and private companies in commercial transactions. Chris received a B.S. in business administration and entrepreneurial studies from the University of Southern California and a J.D. from the University of Southern California. He is a member of the State Bar of California.

Jim Meikle

Jim Meikle was appointed Chief Operating Officer on January 27, 2011 and has been a Director of the Company since May 2006. He also is President of Wild Animal Safari, Inc., and Wild Animal, Inc, wholly owned subsidiaries of the Company. Since 1994, Jim Meikle has served as Vice President of Amusement Business Consultants, Inc., an entertainment industry consulting company based in Ohio. Since 1994, Mr. Meikle has also been the owner of Turk-Meikle Construction, Inc., a general contracting business in Ohio. Mr Meikle has worked in the amusement / entertainment industry for over 45 years in various management operations positions at Cedar Point, Inc. and Funtime Parks, Inc

Jeff Lococo

Jeff Lococo was appointed Secretary of the Company on January 27, 2011 and has been a Director of the Company since May 2006. In 2000, Mr. Lococo joined Great Wolf Resorts Inc. as General Manager of Great Wolf Lodge Sandusky, Ohio. In 2005, Mr. Lococo was appointed Corporate Vice President of Resort Operations for all Great Wolf Lodge Resorts. In this capacity, he was responsible for overseeing seven properties. Mr. Lococo has twenty five years of experience in the entertainment and hospitality industry.

Charles Kohnen

Charles Kohnen was elected to our Board of Directors on Octo 19, 2010. Mr. Kohnen has a diverse business background including experience with planning and executing management strategies for turnaround companies. From 1998 to 2006 he was Managing Partner of Kohnen Realty Co., a real estate and stock investment company that he co-founded, where he was responsible for all aspects of the business including the coordination of all legal, accounting and buyout issues. Currently, Mr. Kohnen serves as a Managing Board Member of Teller’s of Hyde Park, Ltd., a privately held restaurant located in Cincinnati, Ohio. Mr. Kohnen also serves on the Boards of two non-profit organizations and earned a Bachelor of Science degree in General Business from Miami University in Oxford, Ohio. Mr. Kohnen is 43 years old.

Tristan R. Pico

Tristan Pico has been a director of the Company since March 2006. Mr. Pico served as the Company’s Chief Executive Officer from March 28, 2009 until December 16, 2010. Since 1994, Tristan R. Pico has been a partner of Pico & Associates, a tort litigation firm specializing in construction litigation and product liability. Since 1994, Mr. Pico has also served as a pro bono mediator and arbitrator at the Los Angeles Superior Court. Mr. Pico is a member of the Consumer Attorneys Association of Los Angeles and of the Consumer Attorneys Association of California. Mr. Pico holds a Bachelor of Arts degree from Brigham Young University and a Juris Doctor degree from the University of Southern California’s Gould School of Law.

Reorganization of Officers and Directors

On October 19, 2010 the Company held a Shareholders Meeting (the “Meeting”). At the Meeting, the shareholders (1) elected all seven of the Company’s director nominees.

The following is a tabulation of the votes for each individual director nominee.


Director	For	Against	Abstain	Withheld	Unvoted
Dale Van Voorhis	31,589,354	17	552,299	8,083	150
Jon Laria	31,989,354	17	152,299	8,083	150
James Meikle	31,589,021	17	552,299	8,416	150
Jeff Lococo	31,819,354	17	322,299	8,083	150
Tristan Pico	29,417,687	17	152,299	2,579,750	150
Christopher Eastland	29,050,687	17	372,299	2,726,750	150
Charles Kohnen	31,989,354	17	152,299	8,083	150

On December 16, 2010 the Board of Directors terminated Tristan Pico as Chief Executive Officer and Secretary of the Company. Mr. Pico remains a member of the Company’s Board of Directors.

On January 27, 2011 the Company announced the following actions concerning the Company’s executive officers, effective immediately: Dale Van Voorhis was appointed Chief Executive Officer of the Company; James R. Meikle was appointed Chief Operating Officer of the Company and Jeff Lococo was appointed Secretary of the Company.

Audit Committee

Effective April 7, 2009, Chris Eastland, Jeff Lococo and Jim Meikle were appointed to serve as members of the audit committee.

Compensation Committee

Our Compensation Committee determines matters pertaining to the compensation and expense reporting of certain of our executive officers, and administers our stock option, incentive compensation, and employee stock purchase plans. Tristan R. Pico is the Chairman of our Compensation Committee. The Compensation Committee is composed of the following members:

Tristan Pico, Chairman

Jeff Lococo

Code of Ethics

We have not adopted a Code of Ethics.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based on the Company’s review of the forms it has received on reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the year ended December 26, 2010, no Section 16 Reports were filed late.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our highest paid executive officer, all of whose total annual salary and bonus for the years ended December 26, 2010, December 27, 2009 and December 31, 2008 and exceeded $100,000.


Name & Principal Position	Year (1)	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Tristan Pico Chief Executive Officer	2010	$70,000	--	$250	--	--	--	--	$70,250
	2009	$61,250 (2)	--	$10,500	--	--	--	--	$71,750
	2008	--	--	--	--	--	--	--	--

James Meikle President Wild Animal Safari, Inc. and Wild Animal Inc., Director of the Company	2010	$120,000	--	$250	--	--	--	--	$120,250
	2009	$120,000	--	$500	--	--	--	--	$120,500
	2008	$110,833	--	--	--	--	--	--	--

Dale Van Voorhis Chief Operating Officer	2010	$75,000	--	$250	--	--	--	--	$75,250
	2009	$53,812	--	$250	--	--	--	--	$54,062
	2008	$68,667	--	--	--	--	--	--	$68,667

Jon Laria Chief Financial Officer	2010	$50,000	--	$250	--	--	--	--	$50,250
	2009	$38,750	--	$5,250	--	--	--	--	$44,000
	2008	--	--	--	--	--	--	--	--

FORMER OFFICERS
Larry Eastland(3) President and Chief	2010	--	--	--	--	--	--	--	--
	2009	$127,503	--	--	--	--	--	--	--
	2008	$153,833	--	--	--	--	--	--	--

Richard Jackson (4) Chief Financial Officer	2010	--	--	--	--	--	--	--	--
	2009	$45,000	--	--	--	--	--	--	--
	2008	$60,833	--	--	--	--	--	--	--

(1)

Subsequent to the period covered by this report, on January 27, 2011 the Company announced the following actions concerning the Company’s executive officers, effective immediately: Dale Van Voorhis was appointed Chief Executive Officer of the Company; James R. Meikle was appointed Chief Operating Officer of the Company and Jeff Lococo was appointed Secretary of the Company. For more information regarding our Board and Executive Officers see Item 10-“DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE” herein.

(2)

Mr. Pico received $17,000 of this amount as a consulting fee.

(3)

Mr. Eastland resigned from the Company on March 29, 2009.

(4)

Mr. Jackson resigned as Chief Financial Officer on March 28, 2009.

OUTSTANDING EQUITY AWARDS

There were no outstanding equity awards requiring tabular disclosure under this item at December 26, 2010.

DIRECTOR COMPENSATION

The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended December 26, 2010. The table below reflects shares issued to directors in 2010.


Name	Fees Earned or Paid in Cash	Stock Awards Shares/	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
	($)	($)	($)	($)		($)	($)

Dale Van Voorhis	--	25,000 ($250)	--	--	--	--	$250

Tristan Pico	--	25,000 ($250)	--	--	--	--	$250

Christopher Eastland	--	25,000 ($250)	--	--	--	--	$250

James Meikle	--	25,000 ($250)	--	--	--	--	$250

Jon Laria	--	25,000 ($250)	--	--	--	--	$250

Jeff Lococo	--	25,000 ($250)	--	--	--	--	$250

Charles Kohnen	--	25,000 ($250)	--	--	--	--	$250

We do not pay directors cash compensation for their service as directors. Our officers and directors elected to forego compensation until such time as we achieved the acquisition and commenced the operation of our first theme park. Upon the closing the acquisition of our first theme park, existing employment contracts for officers and directors were implemented. These agreements, described below, provide for compensation and certain corporate benefits for certain employees and board members.

Each director was awarded an annual grant of 25,000 Shares for their service to the Company.

Employment Agreements

During the second quarter of 2008, the Company entered into employment agreements with four of its officers. Among other things, these agreements provides for base annual salaries aggregating $415,000 as compensation for the part-time and full time employment of such officers. The respective agreements each have a five-year term. Salaries will be reviewed annually, and health insurance is provided to one officer. Each of the employment agreements also provides for the payment of additional severance compensation to each officer equal to the remaining salary for the balance of the term of his employment agreement following termination if: (i) the agreement is terminated by the Company without cause (as defined therein), or (ii) terminated by the executive following a change in control (as defined therein). These agreements also entitle the officers to participate in stock option plans to be established by the Company. The contracts also provide for a sale/take-over termination bonuses of $1,050,000 to the four officers.

In connection with his resignation as an officer and director of the Company on March 28, 2009, all bonus provisions under Mr. Eastland’s employment agreement became null and void and no bonus had been earned or accrued on the Company’s books as of that date.

During the Company’s ownership of Park Staffing Services LLC until June 2008, the son-in-law of Mr. Eastland, then Chairman and CEO of the Company was employed as the managing director of Park Staffing at a salary of $120,000 per year. On June 16, 2008, he was terminated and received severance pay equivalent to six months of compensation.

During the second quarter of 2009, the Board approved separate employment agreements with three officers which provided for annual salaries in the aggregate of $195,000, as compensation for the part-time employment of the officers retroactive to June 1, 2009 for a five-year term.

Three of four previous employment agreements signed in April 2008 were terminated. The one remaining employment contract from April 2008 is for a full time officer and he receives $120,000 pursuant to his continuing employment agreement.

Some of the employment agreements provide for additional severance compensation for the term of the contract if: (i) the agreement is terminated by the Company without cause (as defined therein) or (ii) terminated by the executive following a change in control (as defined therein). These agreements also entitle the officers to participate in stock option plans to be set up. The additional severance compensation totals $615,000.

In addition, two of the officers were awarded signing bonuses in the aggregate of 1,500,000 shares of restricted common stock of the Company.

The salaries of all officers are reviewed annually.

On December 16, 2010, the Company terminated Tristan Pico as Chief Executive Officer and Secretary of the Company.

Stock Option and Award Plan

A Stock Option and Award Plan (the “Plan”) providing for incentive stock options and performance bonus awards for executives, employees, and directors was approved by our Board of Directors on February 1, 2005, and will be presented to the shareholders for approval. The Plan sets aside five million (5,000,000) shares for award of stock options, including qualified incentive stock options and performance stock bonuses. To date, no grants or awards have been made pursuant to the Plan.

ITEM 12. EQUITY COMPENSATION PLAN INFORMATION AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information relating to the ownership of common stock by (i) each person known by us be the beneficial owner of more than five percent of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the information relates to these persons, beneficial ownership as of March 20, 2011. Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each person has the sole voting and investment power with respect to the shares owned. Unless otherwise indicated, the address of each beneficial owner is care of Parks! America, Inc., 1300 Oak Grove Road, Pine Mountain, GA 31822, unless otherwise set forth below that person's name.

Name of Beneficial Owner

Number of Shares Owned

Percent (2)

Title

Tristan Pico

1,075,000

1.4%

Director

Dale Van Voorhis

11,800,000

16.0%

CEO and Director

Jon Laria

550,000

0.7%

CFO and Director

James Meikle

2,310,000

2.9 %

Chief Operating Officer and Director

Christopher Eastland

275,000

0.34%

Director

Jeffrey Lococo

75,000

0.006%

Secretary and Director

Charles Kohnen & Angela Kohnen

12,145,000

16.4%

Director (3)

EDLA FLP (1)

12679 Promontory Road

Los Angeles, CA 90049

10,020,000

13.6%

Larry L. Eastland (1)

12679 Promontory Road

Los Angeles, CA 90049

139,000

0.2%

Former Director and CEO

(1)

Mr. Eastland resigned as Chairman of the Board of Directors and Chief Executive Officer on March 28, 2009. Mr. Eastland is the general partner and control person of EDLA family limited partnership. Mr. Eastland is also the father of Christopher Eastland, a member of our Board of Directors.

(2)

Based upon 73,781,537 shares of common stock issued and outstanding as of March 20, 2011, assuming except that shares of common stock underlying options or warrants exercisable within 60 days of the date hereof are deemed to be outstanding.

(3)

Charles Kohnen was elected to the Company’s Board of Directors on October 19, 2010.

The information as to shares beneficially owned has been individually furnished by our respective directors, named executive officers and other stockholders, or taken from documents filed with the SEC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company:

Any of our directors or officers;

Any person proposed as a nominee for election as a director;

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

Any of our promoters; and

Any relative or spouse of any of the foregoing persons who has the same house as such person.

On December 21, 2009, Dale Van Voorhis, the Company’s Chairman of the Board and Chief Operating Officer purchased 10 million common shares of the Company at a price of $0.01 per share for total consideration of $100,000. Independent members of the Board of Directors approved the sale of shares to Mr. Van Voorhis and determined that the price was fair to the Company and reflected the fair market value of the shares at the time. An independent third party also purchased 10 million shares at the same time for the same price. The private placement was exempt from registration under the Securities Act of 1933 pursuant to an exemption afforded by Regulation D promulgated under such Act.

Subsequent to the period covered by this report, on March 4, 2011 the Company received an unsecured loan (the “Loan”) in the amount of $50,000 from Dale Van Voorhis, Chairman and CEO of the Company. The Loan has a term of one (1) year and bears interest at the rate of 6% per annum. The Company used the proceeds of the Loan toward the balloon payment due on the Missouri Mortgage.

Director Independence

Of the members of the Company’s board of directors, Chris Eastland and Charles Kohnen are considered to be independent under the listing standards of the Rules of Nasdaq set forth in the Nasdaq Manual.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by our independent registered public accounting firms for the audit and quarterly reviews of our financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 26, 2010 and December 27, 2009, were approximately $48,341 and $52,500, respectively.

Tax Fees

The aggregate fees billed by our independent registered public accounting firms for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 26, 2010 and December 27, 2009, were approximately $9,700 and $0, respectively.

All Other Fees

No other fees were billed by our independent registered public accounting firms for the fiscal years ended December 26, 2010 and December 27, 2009.

Audit Committee Pre-Approval Policies and Procedures

The audit committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor's independence.

ITEM 15. EXHIBITS

3.1

Articles of Incorporation of Great American Family Parks, Inc. dated July 17, 2002 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).

3.2

Amended Articles of Incorporation of Great American Family Parks, Inc. dated January 26, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).

3.3

Bylaws of Great American Family Parks, Inc. dated January 30, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).

3.4

Great American Family Parks 2005 Stock Option Plan dated February 1, 2005 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).

21.1

Subsidiaries of the Registrant

23.1

Consent of Silberstein Ungar, PLLC Independent Auditors dated March 25, 2011.

31.1

Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of March 23, 2011 by the undersigned, thereunto duly authorized.

PARKS! AMERICA, INC.

By: /s/ Dale Van Voorhis

Dale Van Voorhis

Chief Executive Officer and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




SIGNATURE	TITLE	DATE

By: /s/ Dale Van Voorhis
Dale Van Voorhis	Chief Executive Officer and Director	March 23, 2011


By: /s/ Christopher Eastland
Christopher Eastland	Director	March 23, 2011


By: /s/ Jeffrey Lococo
Jeffrey Lococo	Director	March 23, 2011


By: /s/ James Meikle
James Meikle	Director	March 23, 2011


By: /s/ Jon Laria
Jon Laria	Chief Financial Officer and Director	March 23, 2011


By: /s/ Charles Kohnen
Charles Kohnen	Director	March 23, 2011


By: /s/ Tristan R. Pico		March 23, 2011
Tristan R. Pico	Director

ITEM 8. FINANCIAL STATEMENTS

PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 26, 2010

F-1

PARKS! AMERICA, INC. and SUBSIDIARIES

TABLE OF CONTENTS

__________


	Page
CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Statement of Stockholders’ Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6 - F-18

F-2

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Parks! America, Inc.

Pine Mountain, Georgia

We have audited the accompanying consolidated balance sheets of Parks! America, Inc. and Subsidiaries as of December 26, 2010 and December 27, 2009, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Parks! America, Inc. and Subsidiaries as of December 26, 2010 and December 27, 2009 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

March 21, 2011

F-3

PARKS! AMERICA, INC and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

At December 26, 2010 and December 27, 2009


ASSETS		December 26, 2010		December 27, 2009
Current Assets
Cash – unrestricted	$	9,918	$	239,969
Cash – restricted		0		38,841
Inventory		76,802		97,967
Prepaid expenses		103,451		77,927
Total Current Assets		190,171		454,704

Property and Equipment, net		6,487,391		6,742,965

Other Assets
Intangible assets, net		3,924		9,943
Deposits		8,500		3,500
Total Other Assets		12,424		13,443

TOTAL ASSETS	$	6,689,986	$	7,211,112

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	95,448	$	212,748
Accrued expenses		71,114		164,471
Notes payable – lines of credit		365,262		333,000
Current maturities of long – term debt		265,251		2,175,072
Total Current Liabilities		797,075		2,885,291

Long-Term Debt
Long – term obligations (includes discontinued operations debt of $0 and $393,015)		3,677,157		1,953,295

TOTAL LIABILITIES		4,474,232		4,838,586

STOCKHOLDERS’ EQUITY
Common stock; 300,000,000 shares authorized, at $.001 par value; 73,781,537 and 73,606,537 shares issued and outstanding, respectively		73,781		73,606
Capital in excess of par		4,791,081		4,789,506
Treasury stock		(3,250)		(3,250)
Accumulated deficit		(2,645,858)		(2,487,336)
TOTAL STOCKHOLDERS’ EQUITY		2,215,754		2,372,526

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,689,986	$	7,211,112

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

F-4

PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 26, 2010 and December 27, 2009


		December 26, 2010		December 27, 2009
NET SALES	$	3,383,118	$	3,314,921
COST OF SALES		500,876		518,190
GROSS PROFIT		2,882,242		2,796,731

OPERATING EXPENSES
Selling, general and admin		2,485,146		2,567,068
Restructuring charges		0		157,895
Depreciation & amortization		313,858		322,705
TOTAL OPERATING EXPENSES		2,799,004		3,047,668

INCOME (LOSS) FROM OPERATIONS		83,238		(250,937)

OTHER INCOME (EXPENSES)
Other (expenses)		(4,096)		(4,852)
Other income		114,059		69,496
Interest expense		(330,617)		(336,426)
Gain/ (loss) on disposal of assets		(21,106)		(70,540)
Gain on timber sale		0		175,632
Casualty loss on assets		0		(40,413)
TOTAL OTHER INCOME (EXPENSES)		(241,760)		(207,103)

NET LOSS BEFORE INCOME TAXES		(158,522)		(458,040)
PROVISION FOR TAXES		0		0
(LOSS) FROM CONTINUING OPERATIONS		(158,522)		(458,040)
INCOME FROM DISCONTINUED OPERATIONS		0		52,969

NET PROFIT (LOSS)	$	(158,522)	$	(405,071)

WEIGHTED OUTSTANDING SHARES (in 000's)		73,606		53,451

NET LOSS PER SHARE	$	(0.00)	$	(0.01)

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

F-5

PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

As of December 26, 2010


	Common Stock		Additional Paid	Treasury	Accumulated
	Shares	Amount	in Capital	Stock	Deficit	Total
Balance, December 31, 2008	52,106,537	$52,106	$4,460,890	$ (250)	$ (2,082,265)	$2,430,481

Shares outstanding correction	(25,000)	(25)	25	-	-	0

Issuance of common stock to directors and officers	1,825,000	1,825	16,425	-	-	18,250

Increase in contributed capital for shareholder debt forgiveness	0	0	131,866	-	-	131,866

Treasury stock returned	(300,000)	(300)	300	(3,000)	-	(3,000)

Issuance of common shares	20,000,000	20,000	180,000	-	-	200,000

Net loss for the period ended December 27, 2009	-	-	-	-	(405,071)	(405,071)

Balance, December 27, 2009	73,606,537	73,606	4,789,506	(3,250)	(2,487,336)	2,372,526

Issuance of common stock to directors and officers	175,000	175	1,575	-	-	1,750

Net loss for the period ended December 27, 2009	-	-	-	-	(158,522)	(158,522)

Balance, December 26, 2010	73,781,537	$73,781	$4,791,081	$ (3,250)	$ (2,645,858)	$2,215,754

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

F-6

PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 26, 2010 and December 27, 2009


		December 26, 2010		December 27, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(158,522)	$	(405,071)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation expense & amortization		313,858		322,705
Forgiven indebtedness note payable - related party		0		(201,861)
Forgiveness and write-off of accrued expenses		(96,865)		0
Decrease in contributed capital for shareholder receivable write-off		0		(62,500)
Increase contributed capital for shareholder debt forgiveness		0		194,366
Share-based compensation		1,750		18,250
Casualty loss due to storm		0		40,413
(Gain)/loss on the disposal of assets		21,106		70,540
Loss on disposal of short-term securities		0		10,500
Changes in Assets and Liabilities
(Increase) decrease in prepaid expenses		(30,524)		22,636
Decrease in inventory		21,165		35,525
Decrease in deposits		0		7,183
Increase (decrease) in accounts payable and accrued expenses		(113,792)		340,467
Net Cash Provided by (Used In) Operating Activities		(40,958)		393,153

Cash Flows from Investing Activities:
Acquisition of property and equipment		(82,915)		(81,859)
(Increase) decrease in restricted cash		38,841		(29)
Proceeds from disposal of assets		9,544		7,260
Net Cash Used In Investing Activities		(35,396)		(74,628)

Cash Flows from Financing Activities:
Proceeds (payments) on lines of credit		32,262		(321,000)
Payments on notes payable		(185,959)		(193,686)
Issuance of common stock		0		200,000
Net Cash Provided (Used In) Financing Activities		(153,697)		(314,686)

Cash Flows From Discontinued Operations		0		163,316

Net Increase (Decrease) in Cash		(230,051)		167,155
Cash at beginning of period		239,969		72,814
Cash at end of period	$	9,918	$	239,969
Supplemental Cash Flow Information:
Cash paid for interest	$	337,692	$	332,055
Cash paid for income taxes	$	0	$	0

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

F-7

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

1. ORGANIZATION

Parks! America (“Parks!” or the “Company”) was originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., Inc. in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to Royal Pacific Resources, Inc. and its corporate domicile to the State of Nevada.

On December 19, 2003, Royal Pacific Resources, Inc. acquired the assets of Great Western Parks LLC, including the Crossroads Convenience Center LLC., pursuant to a Share Exchange Agreement that resulted in our assuming control and changing the corporate name to Great American Family Parks, Inc. The acquisition was accounted for as a reverse acquisition in which Great Western Parks was considered to be the acquirer of Royal Pacific Resources for reporting purposes. Our common stock outstanding increased from 2,533,000 to 29,600,000 as a result of the acquisition. On June 11, 2008 the Company changed its name from Great American Family Parks, Inc. to Parks! America, Inc.

The Company owns and operates through wholly-owned subsidiaries two regional theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States. Our wholly-owned subsidiaries are Wild Animal, Inc., a Missouri corporation (“Wild Animal - Missouri”) and Wild Animal Safari, Inc. a Georgia corporation (“Wild Animal -Georgia”). Wild Animal -Georgia owns and operates the Wild Animal Safari theme park in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal - Missouri owns and operates the Wild Animal Safari theme park located in Stafford, Missouri (the “Missouri Park”).

For more information regarding the acquisition of Park Staffing Services LLC (formerly known as tempServe LLC, and referred to herein as “Park Staffing Services”) and its subsequent re-conveyance of Park Staffing Services see note 7. For financial reporting purposes, Parks Staffing Services is presented as a discontinued operation. The parks are open year round but experience increased seasonal attendance April through August.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include the following: local conditions, events, disturbances and terrorist activities, accidents occurring at our parks, adverse weather conditions, competition with other theme parks and other entertainment alternatives, changes in consumer spending patterns, credit market and general economic conditions; and any future legal proceedings.

On June 13, 2005, the Company acquired the Georgia Park.

On September 30, 2007, the Company acquired assets from tempServe LLC outlined in note 6.

On March 5, 2008, the Company acquired assets for a Missouri Park outlined in note 7.

On June 11, 2008, the Company changed its name from Great American Family Parks, Inc. to Parks! America, Inc.

On January 1, 2009, the Company re-conveyed Park Staffing Services back to the original owners outlined in note 6 and this business is presented as a discontinued operation.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The audited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein. All such adjustments are of a normal and recurring nature.

Accounting Method: The Company recognizes income and expenses based on the accrual method of accounting.

Reclassifications: Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

Dividend Policy: The Company has not yet adopted a policy regarding payment of dividends.

F-8

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic and Diluted Net Income (loss) Per Share: Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise any common share rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are shown in the report.

Basic and diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding in each period. Potentially dilutive shares, consisting of 14,300,000 warrants, are not included in the calculation of diluted loss per share because their effect is anti-dilutive. All warrants expired during 2010 and none were exercised.

Revenue Recognition: The major source of income is received from theme park admissions. Theme park revenues from admission fees are recognized upon receipt of the cash at the time of our customers’ visit to the parks. No theme park ticket sales are made in advance. Short term seasonal passes are sold primarily during the summer seasons and are negligible to our results of operations and are not material.

Trade Accounts Receivable: The theme parks are a cash business therefore there are no receivables on the books of the Company.

Advertising and Market Development: The Company expenses advertising and marketing costs as incurred.

Income Taxes: The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws is recorded, when it is more likely than not, that such tax benefits will not be realized.

Financial and Concentrations Risk: The Company does not have any concentration or related financial credit risks except for. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.

Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries (Wild Animal-Georgia and Wild Animal-Missouri). Park Staffing Services, LLC is reported as a discontinued operation. Results of operations and cash flows are included for the period subsequent to the acquisition dates and include the accounts of Wild Animal-Georgia and Wild Animal-Missouri. All material inter-company accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Property and Equipment: Property and equipment are stated at cost. Depreciation is computed on the straight line method over the estimated useful lives of the assets, which range from five to thirty nine years. A summary is included below.


		December 26, 2010		December 27, 2009
Land	$	2,507,180	$	2,507,180
Buildings		2,895,590		2,876,045
Facilities and improvements and equipment		673,205		634,153
Furniture & Fixtures		72,572		97,033
Ground improvements		755,244		749,945
Park animals		577,050		580,140
Rides and entertainment		22,000		40,000
Vehicles		191,965		171,534
Sub-total		7,694,806		7,656,030
Accumulated depreciation		(1,207,415)		(913,065)
Property and equipment, net	$	6,487,391	$	6,742,965

F-9

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventory: Inventory consists of park supplies, and is stated at the lower of cost or market. Cost is determined on the first-in, first-out method. Inventories are reviewed and reconciled annually, because inventory levels turn over rapidly.

Other Intangible assets: Other intangible assets include franchising fees, loan fees, payroll software, intangibles or continuing contracts and a covenant not to compete are reported at cost. Franchising and loan fees are amortized over a period of 60 months and payroll software over a period of 36 months.

Impairment of Long-Lived Assets: The Company reviews its major assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered impaired, then impairment will be recognized in an amount determined by the excess of the carrying amount of the asset over its fair value.

Financial Instruments: The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities. Securities that are publicly traded are valued at their fair market value based as of the balance sheet date presented.

Uncertainties: The accompanying financial statements have been prepared on a going concern basis. The ability of the Company to continue as a going concern during the next twelve months depends on the ability of the Company to generate revenues from operations, to maintain its existing sources of capital and to obtain extensions on existing debt maturities or obtain new sources of financing sufficient to sustain operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Stock Based Compensation: Prior to January 1, 2006 the company accounted for stock based compensation under recognition and measurement principles of SFAS No. 123 (ASC 718) and as permitted under APB Opinion No. 25, and related interpretations. Effective January 1, 2006 the company adopted FAS 123R (ASC 718) using the modified prospective method which recognizes compensation costs on a straight-line basis over the requisite service period of the SFAS No. 123R (ASC 718) requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised be classified as cash inflows from financing activities and cash outflows from operating activities. The company also applies SFAS No. 123R (ASC 718) and EITF No. 96-18 stock based compensation to non-employees. No activity has occurred in relation to stock options during any period presented. Stan Harper returned 5,000,000 stock warrants of the Company as part of the reconveyance of Park Staffing Services back to him. The Company awards shares to its Board of Directors for service on the Board. The shares issued to the Board are “restricted” and are not to be re-sold unless an exemption is available, such as the exemption afforded by Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company recognizes the expense based on the fair market value at time of the grant. Directors are granted 25,000 shares a year for each year of service.

The Board authorized and awarded 1,000,000 shares of stock to Tristan Pico, former Chief Executive Officer, and 500,000 shares to Jon Laria, Chief Financial Officer, as incentives for them joining the Company in 2009.

Recent Accounting Pronouncements: In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended.

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP.

SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.

F-10

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

3. LONG-TERM DEBT


		December 26, 2010		December 27, 2009
The Commercial Bank and Trust of Troup County original loan was repaid in monthly installments of $19,250 based on a twenty year amortization schedule. The interest rate on the original loan was 7.75% for the first five years. The original loan matured on November 17, 2010, but terms continue on a month to month basis until the loan closes in 2011. The Company has renegotiated a three year extension and signed a commitment letter in March 2011. The new note will require monthly payments of $18,048.55 based on a 14 year amortization. The loan will have a fixed interest rate of 6.5%, and a balloon payment due in June 2014. The loan is secured by a first priority security agreement and a first priority security deed on the Wild Animal Safari theme park assets.	$	1,987,853	$	2,059,286

In addition, Wild Animal Safari, Inc. maintains several lines of credit loans from Commercial Bank & Trust Company of Troup County (CB&T) for working capital purposes which total $600,000.These lines of credit are renewable annually, subject to the satisfactory performance by Wild Animal Safari theme park assets. The lines of credit were drawn down to $365,262 as of December 26, 2010. No credit balances were used as of December 27, 2009. All advances are recorded as current liabilities.

On February 27, 2008, the bank issued a note payable for $22,000 for the purchase of a vehicle with an interest rate of 7.1% per annum. The loan was paid in full in 2009.		-		-

On March 5, 2008 the Company’s wholly owned subsidiary Wild Animal, Inc. issued a note payable to Oak Oak, Inc. in the amount of $1,750,000 for debt incurred in the purchase of the Wild Animal theme park. The note bears interest at 8% and is payable in 36 monthly installments of $12,841, and a final balloon payment at the end of the 3^rd year. Wild Animal, Inc. exercised its right to extend the loan for 2 more years in March 2011 in exchange for an additional principal payment of $50,000, in addition to the monthly payment. The note is extended and has a final balloon payment due in full on the 60^th payment in March 2013.		1,706,816		1,723,625

On March 5, 2008 the Company obtained a loan from Commercial Bank & Trust in the amount of $500,000 to improve and upgrade facilities of the Wild Animal theme park in Missouri. The bears interest at a rate of 7.25% and is payable in 60 monthly payments of $9,986.		247,739		345,456

Total Debt		3,942,408		4,128,367
Less current portion of long-term debt		(265,251)		(2,175,072)
Long-term Debt	$	3,677,157	$	1,953,295

F-11

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

3. LONG-TERM DEBT (CONTINUED)

At December 26, 2010 the scheduled future principal maturities for all notes are as follows:


Period Ending:
2011	$	265,251
2012		227,939
2013		1,746,469
2014		1,702,749
2015		0
thereafter		0
		3,942,408
Less: current portion		(265,251)
Long-term portion	$	3,677,157

December 26,

2010

December 27,

2009

On September 30, 2007, Park Staffing Services, LLC (Subsidiary) issued a note payable to Computer Contract Services, Inc. in the amount of $562,500 for debt incurred in the purchase of the Park Staffing Services temp agency. The note required interest at a rate of 6% and 36 monthly payments of $17,290 beginning January 1, 2008. This loan was re-conveyed on January 1, 2009.

4. STOCKHOLDERS’ EQUITY

On September 27, 2004, the Company issued 2,984,400 common shares, and 2,059,200 share purchase warrant pursuant to a purchase agreement dated June 10, 2004. Each share purchase warrant included the right to purchase an additional common share at $0.30 per share at any time within five years, which expired in 2009. Since the warrants and shares were both equity classified, no separate valuation of the warrants were performed.

During the fiscal year ended 2005 the Company completed an offering of 11,128,000 common shares for cash. Included as part of the sale were warrants to purchase 11,128,000 common shares at any time before June 23, 2010 at an exercise price of $0.35. The Company had estimated the value of the warrants to be approximately $612,040 at the time of issue. The options were valued using the Black Scholes pricing model. The underlying assumptions used were: Grant date fair value of $0.30, exercise price of $0.35, risk free rate of 4.23%, volatility of 138.53% and term of 5 years. Since the stock price has never exceeded the exercise price of $0.35 and the warrants expired in 2010. None of the warrants were exercised and no value was recognized.

During the year ended December 27, 2009, the Company wrote off a note of $3,000 and the 300,000 shares of common stock that collateralized the note were retired as Treasury shares. The Company recorded the transaction as Treasury Stock for $3,000 and reduced its outstanding shares by 300,000 as of December 27, 2009.

In December 2009 the Company completed a private placement (the “Private Placement”) of 20,000,000 shares of the Company’s common stock (the “Shares”) at $0.01 per Share from two investors for total consideration of $200,000. Both investors were “accredited investors” as that term is defined under Regulation D (“Regulation D”) of the Securities Act. The Private Placement was exempt from registration under the Securities Act pursuant to Regulation D. One of the investors was the Company’s Chairman and Chief Operating Officer.

Proceeds from the Private Placement were used to meet cash flow requirements through the slow season winter season which was the first quarter of 2010.

As policy, capital stock shares issued for service to the Company are valued based on market price on the date of issuance. During 2010, the Company awarded 175,000 shares to seven directors at a fair market value of $0.01 per share or $1,750. This amount was reported as an expense to operations in 2010.

F-12

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer, directors and their controlled entities own approximately 21% of the outstanding common stock of the Company. As of December 31, 2008, the Company owed LEA Management Company (“LEA Management”), which is controlled by Larry Eastland, the Company’s former Chief Executive Officer and Chairman of the Board, $201,861 pursuant to a demand promissory note. Park Staffing Services provided LEA Management services during 2008 and have accounts receivable of $62,520 as of December 31, 2008 (see Note 6). At March 31, 2009, all amounts were forgiven by the Company and Larry Eastland and the net amount at the time of separation of $131,866 was recorded as additional paid in capital by the Company.

Employment Agreements: During the second quarter of 2008, the Company entered into employment agreements with four of its officers. Among other things, these agreements provides for base annual salaries aggregating $415,000 as compensation for the part-time and full time employment of such officers. The respective agreements each have a five-year term. Salaries will be reviewed annually, and health insurance was provided to one officer. Each of the employment agreements also provides for the payment of additional severance compensation to each officer equal to the remaining salary for the balance of the term of his employment agreement following termination if: (i) the agreement is terminated by the Company without cause (as defined therein), or (ii) terminated by the executive following a change in control (as defined therein). These agreements also entitle the officers to participate in stock option plans to be established by the Company. The contracts also provide for a sale/take-over termination bonuses of $1,050,000 to the four officers.

During the Company’s ownership of Park Staffing Services until June 2008, the son-in-law of Mr. Eastland, then Chairman and CEO of the Company was employed as the managing director of Park Staffing at a salary of $120,000 per year. On June 16, 2008, he was terminated and received severance pay equivalent to six months of compensation.

In addition, two of the officers were awarded signing bonuses in the aggregate of 1,500,000 shares of restricted common stock of the Company in 2009.

The salaries of all officers are reviewed annually and no changes were made in 2010.

On December 16, 2010 the Board of Directors terminated Tristan Pico as Chief Executive Officer and Secretary of the Company. Mr. Pico remains a member of the Company’s Board of Directors.

Subsequent to the period covered by this report the Company borrowed $50,000 from the Chairman of its Board of Directors. For more information, see Note 13 herein.

F-13

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

6. DISCONTINUED OPERATIONS AND RECONVEYANCE OF TEMPSERVE ASSETS, NOW RENAMED PARK STAFFING SERVICES, LLC

On September 30, 2007, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Computer Contact Service, Inc. (“CCS”) to acquire substantially all of the assets of tempSERV (now renamed Park Staffing Services, LLC) (“Park Staffing Services”), then a division of CCS.

Park Staffing Services, which is located in Bakersfield, California, provides temporary industrial, construction, service, and clerical staffing services nationwide. In addition to the more traditional functions job placement, payroll and personnel administration, Park Staffing Services provides screening, testing, counseling and supervision of its placements.

The acquisition was completed on September 30, 2007. The Park Staffing Services assets acquired by the Company pursuant to the Asset Purchase Agreement included: (i) certain fixed assets, equipment, fixtures, leasehold improvements located at Park Staffing Service’s office in Bakersfield, California; (ii) certain intellectual property; (iii) goodwill; and (iv) certain contracts related to the assets acquired by the Company.

The consideration for the assets acquired by the Company was an aggregate of $1,162,500, consisting of $400,000 in cash, a promissory note in the principal amount of $562,500 shall be paid out of the cash flow of Park Staffing Services in 36 equal monthly installments, in the amount of $17,292.41 each, commencing on January 1, 2008, and continuing through December 1, 2010, and a warrant to purchase 5,000,000 shares of common stock at $0.05 per share. The warrant was cancelled and will not be exercised.

A note payable to EDLA, LLC, a related party entity controlled by the Chairman and CEO of Parks America, in the amount of $200,000 for the remainder of debt incurred in the purchase of the Park Staffing Services. The note required interest at a rate of 6% and 12 monthly payments of $17,643 beginning March 31, 2008. The entire balance of this loan was paid off during 2008.


The purchase price was allocated as follows:
Furniture and fixtures	$	50,000
Goodwill		671,000
Continuing contracts		391,500
Covenant not to compete		50,000
Total assets acquired	$	1,162,500

Total consideration paid consists of:
Note payable-Computer Contract Service Inc.	$	(562,500)
Note payable-EDLA LLC		(200,000)
Cash for purchase		(400,000)
Total Consideration	$	(1,162,500)

Cash for purchase	$	(400,000)
Cash for operations		(25,000)
Prepaid deposit and insurance		(97,683)
Total consideration paid	$	(522,683)

The economic downturn at year end caused major clients of Park Staffing Services to cancel business at year end. Change in regulation of workman’s compensation insurance further impaired the viability of the segment. As a result, on December 30, 2008, an agreement was executed that re-conveyed this segment to CCS, the original owner, effective January 1, 2009, in exchange for $50,000 cash, 5,000,000 warrants of the Company’s common stock and the outstanding debt balance owing CCS of $393,015. The Company recorded a Loss on Sale of Discontinued Operations of $616,080 at December 31, 2008 to reflect this purchase price.

F-14

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

6. DISCONTINUED OPERATIONS AND RECONVEYANCE OF TEMPSERVE ASSETS, NOW RENAMED PARK STAFFING SERVICES, LLC (CONTINUED)

The loss was calculated as follows:


Calculation: Loss from Sale of Park Staffing		December 31, 2008
Cancellation of debt owed at 12/31/08	$	393,015
Cash payment		50,000
Return of warrants		0
Consideration Received		443,015
Less: Assets Disposed:
Goodwill		671,000
Customer list, net value		307,125
Covenant not to compete, net value		45,835
Furniture & Fixtures, net value		35,135
Net Book Value of Assets Disposed		1,059,095
Loss from sale of Park Staffing	$	(616,080)

The business is treated as a discontinued segment of the Company in its financial statements. Park Staffing Services’ remaining net assets and liabilities were liquidated in 2009 for $52,969 more than estimated at December 31, 2008. This favorable outcome was primarily related to greater realization of accounts receivable than estimated at December 31, 2008 and a higher than expected workers compensation refund. The amounts were reported as Income from Discontinued Operations at December 27, 2009.

7. ASSET PURCHASE OF LAND AND PROPERTY, NOW NAMED WILD ANIMAL, INC.

On March 5, 2008 the Company entered into an Asset Purchase Agreement with Oak Oak, Inc. to acquire real property and certain assets formally leased and operated by Animal Paradise, LLC for $2 million. (The facilities were renamed Wild Animal, Inc. and the subsidiary was incorporated under Missouri law).

Wild Animal, Inc., located in Strafford, Missouri near Springfield, is a ride-through wild animal park similar to the previously acquired Georgia Park.

The Company acquired land, land improvements, buildings and structures, equipment, fixtures, and inventory. The animals were acquired subsequent to the purchase. Pro forma results of operations have not been presented for the period prior to the transaction as such results were not available.

The Missouri assets were purchased with $250,000 cash and a mortgage to the seller for $1,750,000 (see note 4 for terms of the loan). The purchase price was allocated as follows:


Land	$	727,650
Buildings		418,300
Equipment		121,050
Improvements		733,000
Total Assets Acquired	$	2,000,000

Since acquiring this theme park in March 2008, the Company has invested nearly $500,000 for improvements and equipment to bring it up to our standards of operation. These improvements were financed with additional borrowings discussed in note 3.

8. BUSINESS SEGMENTS

We manage our operations on an individual location basis. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision making. The primary performance measures used to allocate resources are park earnings before interest, tax expense, depreciation and amortization and free cash flow.

F-15

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

9. RESTRUCTURING

Effective March 28, 2009, Larry Eastland resigned as Chairman and Chief Executive Officer to the Board of Directors of the Company. There were no disagreements between Mr. Eastland and the Company which led to his resignation. In connection with his resignation, the Company entered into a mutual release with Mr. Eastland and also agreed to a severance package under which Mr. Eastland shall receive his base salary for a period of six months. The Company and Mr. Eastland agreed to mutually forgive all amounts owed each other for services provided to each other. The Company owed LEA Management, Mr. Eastland’s wholly owned company, approximately $194,366 as of the date of the separation agreement and LEA Management owed the Company nearly $62,500 for services provided by its Park Staffing Services subsidiary. (See note 6)

Effective March 28, 2009, Richard W. Jackson, resigned as a member of the Board of Directors and as the Company’s Chief Financial Officer. There was no disagreement or dispute between Mr. Jackson and as the Company’s Chief Financial Officer which led to his resignation. In connection with his resignation, the Company entered into a mutual release with Mr. Jackson and also agreed to a severance package under which Mr. Jackson shall continue to receive his base salary for a period of six months.

On March 28, 2009, the Board of Directors of the Company appointed Tristan R. Pico to serve as the Company’s Chief Executive Officer. Mr. Pico has served as a member of the Company’s Board of Directors since March 2006 and as Secretary since October 2006.

On March 28, 2009, the Board of Directors of the Company appointed Dale Van Voorhis to serve as the Company’s Chairman of the Board and Chief Operating Officer, Mr. Van Voorhis was appointed to the Company’s Board of Directors on March 13, 2009.

On March 28, 2009, the Company appointed Jon Laria, CPA as Chief Financial Officer and Mr. Laria was appointed to the Board of Directors on June 13, 2009.

On March 31, 2009, the Company closed its corporate office in Santa Monica California and moved its corporate office to its Georgia’s theme park location at 1300 Oak Grove Road, Pine Mountain, GA 31822.

The Company’s 2009 operating results were reduced by $157,895 reflecting severance of $124,246 and office lease termination expense and corporate office relocation expenses of $33,649.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

F-16

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

10. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Legal Proceedings (continued)

11. INCOME TAXES

For the period ended December 26, 2010, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $4,763,000 at December 26, 2010, and will expire beginning in the year 2026.

The provision for Federal income tax consists of the following at December 26, 2010 and December 27, 2009:


Federal income tax benefit attributable to:		2010		2009
Current Operations	$	53,897	$	527,797
Less: valuation allowance		(53,897)		(527,797)
Net provision for Federal income taxes	$	0	$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


Deferred tax asset attributable to:		2010		2009
Net operating loss carryover	$	1,619,453	$	1,565,556
Less: valuation allowance		(1,619,453)		(1,565,556)
Net deferred tax asset	$	0	$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $4,763,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

F-17

PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 26, 2010 and December 27, 2009

12. OPERATIONS BY SEGMENT


Year ended December 26, 2010	Theme Parks	Corporate & Unallocated	Intercompany Adjustments	Total Continuing Operations	Park Staffing Discontinued Operations	Total Consolidated
Net revenue	$ 3,383,118	$ -	$ -	$ 3,383,118	$ -	$ 3,383,118
Income from operations	726,538	(643,300)	-	83,238	-	83,238
Income (loss) before income taxes	(200,819)	42,297	-	(158,522)	-	(158,522)

Year ended December 27, 2009	Theme Parks	Corporate & Unallocated	Intercompany Adjustments	Total Continuing Operations	Park Staffing Discontinued Operations	Total Consolidated
Net revenue	$ 3,314,921	$ -	$ -	$ 3,314,921	$ -	$ 3,314,921
Income from operations	679,151	(930,088)	-	(250,937)	-	(250,937)
Income (loss) before income taxes	(206,069)	(251,971)	-	(458,040)	52,969	(405,071)


Assets		December 26, 2010		December 27, 2009
Theme Parks	$	2,634,870	$	4,202,987
Corporate and unallocated		4,055,116		3,008,125
Total assets	$	6,689,986	$	7,211,112

13. SUBSEQUENT EVENTS

On March 3, 2011 the Company borrowed $50,000 from its Chairman to make a $50,000 lump sum principal payment on the Oak Oak, Inc. loan that allows the Company to extend its seller financing another two years on the same terms. The loan is due on March 3, 2012, bears 6% interest and is unsecured. See Note 4.

On March 10, 2011, the Company secured refinancing for its Georgia Park with the same lender in the amount of $1,978,365 at 6.5% interest. The loan is due on May 10, 2014 and is secured by the park assets. See Note 4.

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 26, 2010 to March 21, 2011, the date these financial statements were issued, and have determined that it does not have any material subsequent events to disclose in these consolidated financial statements other than those disclosed above.

F-18