PARKS AMERICA, INC - Quarter Report: 2014 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  X .

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

For the quarterly period ended June 29, 2014

OR

      .

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 small business issuer as specified in its charter)

Nevada		91-0626756
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

	1300 Oak Grove Road
	Pine Mountain, GA 31822
(Address of principal executive offices) (Zip Code)

Issuer's telephone Number: (706) 663-8744

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X . No      .

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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” 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 in Rule 12b-2 of the Exchange Act). Yes      . No  X .

As of August 1, 2014, the issuer had 74,231,537 outstanding shares of Common Stock.

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Table of Contents

PARKS! AMERICA, INC and SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION:			Page
Item 1.	Unaudited Consolidated Financial Statements
	Consolidated Balance Sheets – June 29, 2014 and September 29, 2013		3
	Consolidated Statements of Operations – Three months and nine months ended June 29, 2014 and June 30, 2013		4
	Consolidated Statement of Changes in Stockholders’ Equity – Nine months ended June 29, 2014 and Year ended September 29, 2013		5
	Consolidated Statements of Cash Flows – Nine months ended June 29, 2014 and June 30, 2013		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20
PART II. OTHER INFORMATION:
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	Mine Safety Disclosures		23
Item 5.	Other Information		23
Item 6.	Exhibits		23
Signatures			24

2

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PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of June 29, 2014 and September 29, 2013

			June 29, 2014			September 29, 2013
ASSETS
Cash – unrestricted			$	305,190		$	313,529
Accounts receivable				-			10,875
Inventory				160,552			146,972
Prepaid expenses				56,574			68,995
	Total current assets			522,316			540,371
Property and equipment, net				6,175,286			6,246,672
Intangible assets, net				171,748			179,553
Other assets				8,500			8,500
	Total assets		$	6,877,850		$	6,975,096
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable			$	84,177		$	112,532
Accrued expenses				252,949			171,551
Current maturities of long-term debt				110,133			106,757
	Total current liabilities			447,259			390,840
Long-term debt				3,522,138			3,608,901
	Total liabilities			3,969,397			3,999,741
Stockholders’ equity
Common stock; 300,000,000 shares authorized,
	at $.001 par value; 74,231,537 and 74,106,537 shares
	issued and outstanding, respectively			74,231			74,106
Capital in excess of par				4,797,006			4,794,006
Treasury stock				(3,250)			(3,250)
Accumulated deficit				(1,959,534)			(1,889,507)
Total stockholders’ equity				2,908,453			2,975,355
Total liabilities and stockholders’ equity			$	6,877,850		$	6,975,096

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

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PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Three Months and Nine Months Ended June 29, 2014 and June 30, 2013

		For the three months ended						For the nine months ended
		June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Net sales		$	1,465,518		$	1,317,362		$	2,518,495		$	2,437,480
Sale of animals			108			10,845			64,921			15,235
Total net sales			1,465,626			1,328,207			2,583,416			2,452,715
Cost of sales			159,207			144,076			339,581			330,403
Selling, general and administrative			758,237			703,734			1,917,054			1,851,808
Depreciation and amortization			78,105			63,695			233,520			203,306
(Gain) loss on disposal of operating assets, net			-			128			(3,964)			(11,032)
Income from operations			470,077			416,574			97,225			78,230
Other income, net			2,079			1,256			7,336			5,627
Gain on retirement of debt			-			-			-			105,656
Interest expense			(47,802)			(67,407)			(159,327)			(192,990)
Amortization of loan fees			(2,602)			(2,336)			(7,806)			(4,672)
Income (loss) before income taxes			421,752			348,087			(62,572)			(8,149)
Income tax provision			7,455			46,348			7,455			46,348
Net income (loss)		$	414,297		$	301,739		$	(70,027)		$	(54,497)
Income (loss) per share - basic and diluted		$	0.01		$	0.00		$	(0.00)		$	(0.00)
Weighted average shares
outstanding (in 000's) - basic and diluted			74,232			74,107			74,195			74,107

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

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PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the Nine Months Ended June 29, 2014 and Year Ended September 29, 2013

		Shares		Amount			Capital in Excess of Par			Treasury Stock			Accumulated Deficit			Total
Balance at September 30, 2012		73,956,537		$	73,956		$	4,792,656		$	(3,250)		$	(2,080,408)		$	2,782,954
Issuance of common stock to
directors and officers		150,000			150			1,350			-			-			1,500
Net income for the year ended
September 29, 2013		-			-			-			-			190,901			190,901
Balance at September 29, 2013		74,106,537			74,106			4,794,006			(3,250)			(1,889,507)			2,975,355
Issuance of common stock to
directors and officers		125,000			125			3,000			-			-			3,125
Net loss for the nine months
ended June 29, 2014		-			-			-			-			(70,027)			(70,027)
Balance at June 29, 2014		74,231,537		$	74,231		$	4,797,006		$	(3,250)		$	(1,959,534)		$	2,908,453

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

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PARKS! AMERICA, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Nine Months Ended June 29, 2014 and June 30, 2013

				For the nine months ended
				June 29, 2014			June 30, 2013
OPERATING ACTIVITIES:
Net loss				$	(70,027)		$	(54,497)
Reconciliation of net loss to net cash provided by operating activities:
	Depreciation and amortization expense				233,520			203,306
	Amortization of loan fees				7,806			4,672
	(Gain) on disposal of assets				(3,964)			(11,032)
	Stock-based compensation				3,125			1,500
	(Gain) from retirement of debt				-			(105,656)
Changes in assets and liabilities
	(Increase) in accounts receivable				10,875			-
	(Increase) decrease in inventory				(13,580)			2,092
	(Increase) decrease in prepaid expenses				12,421			23,236
	Increase (decrease) in accounts payable				(28,355)			(47,281)
	Increase (decrease) in accrued expenses				81,398			130,626
		Net cash provided by operating activities			233,219			146,966
INVESTING ACTIVITIES:
Acquisition of property and equipment					(167,571)			(287,216)
Proceeds from the disposition of property and equipment					9,400			16,396
		Net cash used in investing activities			(158,171)			(270,820)
FINANCING ACTIVITIES:
Payments on notes payable					(83,387)			(10,179)
Proceeds from related party borrowings					-			120,000
Pay-off all mortgages					-			(3,413,782)
Proceeds from refinancing					-			3,686,962
Capitalization of loan fees					-			(186,851)
		Net cash provided by (used in) financing activities			(83,387)			196,150
Net increase (decrease) in cash					(8,339)			72,296
Cash at beginning of period					313,529			147,962
Cash at end of period				$	305,190		$	220,258
Supplemental Cash Flow Information:
Cash paid for interest				$	159,370		$	199,502
Cash paid for income taxes				$	21,610		$	-

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

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 1. ORGANIZATION

Parks! America, Inc. (“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 pursuant to a Share Exchange Agreement that resulted in the Company 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. The Company’s 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 Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”) and Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”). 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”). On June 13, 2005, the Company acquired the Georgia Park and on March 5, 2008, the Company acquired the Missouri Park.

The Parks are open year round but experience increased seasonal attendance during the months of April through August. On a combined basis, net sales for the third and fourth quarters of the last two fiscal years represented approximately 70% of annual net sales.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The Company’s unaudited consolidated financial statements for the three months and nine months ended June 29, 2014 and June 30, 2013 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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. In the opinion of management interim results reflect all normal and recurring adjustments, and are not necessarily indicative of the results for a full fiscal year.

These unaudited consolidated financial statements should be read in conjunction with audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013.

Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (Wild Animal – Georgia and Wild Animal – Missouri). All material inter-company accounts and transactions have been eliminated in consolidation.

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

Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with GAAP. 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.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Uncertainties: The accompanying financial statements have been prepared on a going concern basis. The January 9, 2013 refinancing of all the Company’s then outstanding debt lowered the Company’s required annual debt service payments by approximately $174,000, see “NOTE 3. LONG-TERM DEBT” for more information. Management believes this refinancing provides the Company additional margin to continue to fund its operations and meet its debt service obligations. However, the ability of the Company to continue as a going concern during the next twelve months continues to depend on the ability of the Company to generate revenues from operations, to maintain its existing sources of capital and to meet its existing debt service obligations or obtain additional sources of capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Fiscal Year End: The Company’s fiscal year-end is the Sunday closest to September 30, and its quarterly close dates are also determined by the Sunday closest to the end of each quarterly reporting period. For the 2014 fiscal year, September 28 will be the last Sunday, and for the 2013 fiscal year, September 29 was the last Sunday. This fiscal calendar aligns the Company’s fiscal periods more closely with the seasonality of its business. The high season typically ends after the Labor Day holiday weekend. The period from October through early March is geared towards maintenance and preparation for the next busy season, which typically begins at Spring Break and runs through Labor Day.

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

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

Trade Accounts Receivable: The Parks are cash businesses; therefore, the Company typically carries little or no accounts receivable. As of June 29, 2014 and September 30, 2013, the Company had $0 and $10,875 in accounts receivable, respectively, primarily from animal sales.

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.

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

		June 29, 2014			September 29, 2013			Depreciable Lives
Land		$	2,507,180		$	2,507,180		not applicable
Buildings and structures			3,104,504			3,060,206		15 - 40 years
Facilities and equipment			944,599			880,913		5 - 15 years
Furniture and fixtures			75,189			75,189		7 years
Ground improvements			785,336			785,336		15 years
Park animals			609,328			604,640		5 - 10 years
Rides and entertainment			22,000			22,000		7 years
Vehicles			379,304			337,663		5 years
Total cost			8,427,440			8,273,127
Less accumulated depreciation			(2,252,154)			(2,026,455)
Propert and equipment, net		$	6,175,286		$	6,246,672

Other Intangible Assets: Other intangible assets include loan fees, franchising fees and payroll software, which are reported at cost. Loan fees are amortized over the life of the respective loan, currently 20 years for the term loan and seven years for the line-of-credit. See “NOTE 3. LONG-TERM DEBT” for more information. Franchising fees are amortized over a period of 60 months and payroll software over a period of 36 months.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Revenue Recognition: The major source of income is received from Park admissions. Park revenues from admission fees are recognized upon receipt of the cash at the time of our customers’ visit to the Parks. Park ticket sales are typically not made in advance. Short-term seasonal passes are sold primarily during the summer season and are negligible to our results of operations and are not material. The Company has developed a business of selling surplus animals created from the natural breeding process that occurs within the parks. All animal sales are reported as a separate line item.

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

Share-Based Compensation: Prior to January 1, 2006, the Company accounted for share-based compensation under recognition and measurement principles of ASC 718 and as permitted under APB Opinion No. 25, and related interpretations. Effective January 1, 2006, the Company adopted ASC 718 using the modified prospective method, which recognizes share-based compensation costs on a straight-line basis over the requisite service period associated with the grant. 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 ASC 718 and EITF No. 96-18 share-based compensation to non-employees. No activity has occurred in relation to stock options during any period presented. 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 share-based compensation expense based on the fair market value at time of the grant. Each director is typically granted 25,000 restricted shares annually, usually toward the end of the calendar year.

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 the financial reporting basis and the tax basis of the assets and liabilities, and are measured using the enacted tax rates and laws. Management periodically reviews the Company’s deferred tax assets to determine whether their value can be realized based on available evidence. A valuation allowance is established when management believes it is more likely than not, that such tax benefits will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change.

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.

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

Recent Accounting Pronouncements: The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 3. LONG-TERM DEBT

On January 9, 2013, the Company completed a refinancing transaction (the “Refinancing Loan”) with Commercial Bank & Trust Company of Troup County (“CB&T”) as lender. The Refinancing Loan was for a principal amount of $3,752,000 and has a 20-year term. The Refinancing Loan bears interest at the rate of Prime Rate plus 2.50% or 5.75% during the first five years of the loan term. Thereafter, the interest rate will be re-priced every five years based on the then-Prime Rate plus 2.50%. During the first four months following the closing of the Refinancing Loan the Company was required to make interest-only payments. The minimum required monthly payment is approximately $26,343 during the first five years of the Refinancing Loan term.

The closing costs for the Refinancing Loan totaled $175,369 and are being amortized over the term of the loan. The Company used the proceeds from the Refinancing Loan to pay off all of its then-outstanding debt, with an additional $230,000 available for new construction and renovations at the Parks, which was fully utilized as of September 29, 2013.

		June 29, 2014			September 29, 2013
On January 9, 2013, the Company completed a refinancing transaction with CB&T as lender. The Refinancing Loan was for a principal amount of $3,752,000 and has a 20-year term.		$	3,632,271		$	3,715,658
Less current portion of long-term debt			(110,133)			(106,757)
Long-term debt		$	3,522,138		$	3,608,901

At June 29, 2014, the scheduled future principal maturities by fiscal year are as follows:

2014		$	26,944
2015			111,724
2016			118,320
2017			125,305
2018			132,703
thereafter			3,117,275
Total		$	3,632,271

NOTE 4. LINES OF CREDIT

The Company maintains a $350,000 line of credit (the “LOC”) loan from CB&T for working capital purposes. This LOC has an initial term of seven years, subject to the satisfactory performance by the Company. The LOC interest rate is tied to prime but has a minimum rate of 5.25%. The closing costs for LOC totaled $11,482 and are being amortized over the initial seven-year term of the loan. The LOC was not utilized as of June 29, 2014 and September 29, 2013, respectively. When applicable, all advances are recorded as current liabilities.

During the Company’s 2014 and 2013 fiscal years, the Company’s Board of Directors approved the offer of two of the Company’s Directors to loan the Company additional funds to support its seasonal working capital requirements. These loans have been made on the same terms and conditions as the LOC with CB&T. As of June 29, 2014 and September 29, 2013, respectively, there were no outstanding balances against these loans. When applicable, all advances on director loans are recorded as current liabilities.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 5. STOCKHOLDERS’ EQUITY

Common stock shares issued for service to the Company are valued based on market price on the date of issuance. On December 19, 2013, the Company awarded 125,000 shares to five directors for their service on the Board of Directors at a fair market value of $0.025 per share or $3,125, which was reported as an expense in the first quarter of the 2014 fiscal year. During October 2012, the Company awarded 150,000 shares to six directors for their service on the Board of Directors at a fair market value of $0.01 per share or $1,500, which was reported as an expense in the 2013 fiscal year.

Officer, directors and their controlled entities own approximately 43% of the outstanding common stock of the Company as of June 29, 2014.

NOTE 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Employment Agreements:

Effective June 1, 2009, the Company entered into an employment agreement with Dale Van Voorhis (the “2009 Van Voorhis Employment Agreement”) to serve as the Company’s Chief Operating Officer. The 2009 Van Voorhis Employment Agreement expired on May 31, 2014 and was replaced by an employment agreement between the Company and Mr. Van Voorhis dated as of June 1, 2014 (the “2014 Van Voorhis Employment Agreement”). Pursuant to the 2014 Van Voorhis Employment Agreement, Mr. Van Voorhis receives an initial base compensation in the amount of $90,000 per year, which is reviewed annually by the Board of Directors. The 2014 Van Voorhis Employment Agreement has a term of two years and entitles Mr. Van Voorhis to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

On April 1, 2008, the Company entered into an employment agreement with Jim Meikle (the “2008 Meikle Employment Agreement”) pursuant to which Mr. Meikle was hired to serve as the President and Chief Executive Officer of each of the Company’s wholly-owned subsidiaries. The 2008 Meikle Employment Agreement expired on March 31, 2013 and was replaced by an employment agreement between the Company and Mr. Meikle dated as of April 1, 2013 (the “2013 Meikle Employment Agreement”). Pursuant to the 2013 Meikle Employment Agreement, Mr. Meikle receives an initial base compensation in the amount of $135,000 per year, which is reviewed annually by the Board of Directors. The 2013 Meikle Employment Agreement has a term of two years and entitles Mr. Meikle to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective January 1, 2014, the Company entered into an employment agreement with Todd R. White (the “White Employment Agreement”) to serve as the Company’s Chief Financial Officer. As consideration for his services, Mr. White will receive an initial base compensation of $50,000 per year, which is to be reviewed annually by the Board of Directors. The White Employment Agreement has a term of five years and entitles Mr. White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Each of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause or (ii) in the event of a change in control of the Company. This additional severance compensation payable totals $455,000.

Lines of Credit:

During the Company’s 2014 and 2013 fiscal years, the Company’s Board of Directors approved the offer of two of the Company’s Directors to loan the Company additional funds to support its seasonal working capital requirements. These loans have been made on the same terms and conditions as the LOC with CB&T. As of June 29, 2014 and September 29, 2013, respectively, there were no outstanding balances against these loans.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 7. INCOME TAXES

For the nine month period ended June 29, 2014, the Company reported a pre-tax loss of $62,572. For the year ending September 28, 2014, the Company expects to generate pre-tax income and expects to utilize a portion of its Federal net tax operating loss carry-forwards to offset any Federal taxable income in its 2014 fiscal year.

The cumulative Federal net operating loss carry-forward is approximately $3,956,000 at September 29, 2013 and will expire beginning in the year 2026. The net deferred tax asset generated by the Federal net operating loss carry-forward has been fully reserved. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $3,956,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, Federal net operating loss carry forwards may be limited as to use in future years.

The Company expects to generate 2014 fiscal year income that will be subject to State of Georgia income taxes at a rate of approximately 6%. Accordingly, the Company has recorded a tax provision of $7,455 for estimated State of Georgia income taxes for the nine months ended June 29, 2014.

On July 16, 2013, the State of Georgia Department of Revenue notified the Company that it had not made the proper elections with respect to Wild Animal – Georgia to allow for the filing of consolidated State of Georgia tax returns for the fiscal years 2009, 2010 and 2011. During the third quarter of the 2013 fiscal year, the Company recorded an income tax provision of $46,348 for the State of Georgia for these periods.

The proper elections have been made to allow Parks! America and Wild Animal – Georgia to file consolidated State of Georgia income tax returns in the 2012 fiscal year and thereafter.

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PARKS! AMERICA, INC. and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2014

NOTE 8. BUSINESS SEGMENTS

The Company manages its operations on an individual location basis. Discrete financial information is maintained for each Park and provided to management for review and as a basis for decision-making. The primary performance measures used to allocate resources are Park earnings before interest and tax expense, and free cash flow. Management believes earnings before interest and tax expense is the best measure of segment performance because it is indicative of performance trends and the overall earnings potential of each reportable segment. The following tables present financial information regarding each of the Company’s reportable segments:

			For the three months ended						For the nine months ended
			June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Total net sales:
	Georgia		$	1,175,737		$	1,026,946		$	2,113,701		$	1,972,414
	Missouri			289,889			301,261			469,715			480,301
	Consolidated		$	1,465,626		$	1,328,207		$	2,583,416		$	2,452,715
Income (loss) before income taxes:
	Georgia		$	676,958		$	496,118		$	811,805		$	621,289
	Missouri			25,227			94,190			(188,400)			(126,710)
	Segment total			702,185			590,308			623,405			494,579
	Corporate			(232,108)			(173,734)			(526,180)			(416,349)
	Other income, net			2,079			1,256			7,336			5,627
	Gain on retirement of debt			-			-			-			105,656
	Interest expense			(47,802)			(67,407)			(159,327)			(192,990)
	Amortization of loan fees			(2,602)			(2,336)			(7,806)			(4,672)
	Consolidated		$	421,752		$	348,087		$	(62,572)		$	(8,149)
			As of
Total assets:			June 29, 2014			September 29, 2013
	Georgia		$	4,424,965		$	4,356,024
	Missouri			2,262,086			2,378,934
	Corporate			190,799			240,138
	Consolidated		$	6,877,850		$	6,975,096

NOTE 9. SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 29, 2014 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements except as follows:

On July 28, 2014, the Company was notified by Silberstein Ungar, PLLC (“Silbersten Ungar”), the Company’s independent registered accounting firm, that its principals joined the accounting firm of KLJ & Associates, LLP (“KLJ & Associates”). As a result, on July 28, 2014, Silberstein Ungar resigned as the Company’s independent registered public accounting firm. On July 31, 2014 the Company’s Board of Directors, acting upon the recommendation of the Company’s audit committee, approved the engagement of KLJ & Associates as the Company’s independent registered public accounting firm.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying unaudited consolidated financial statements and provides additional information on our businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the period ended September 29, 2013.

Forward-Looking Statements

Except for the historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements concerning: our business strategy; liquidity and capital expenditures; future sources of revenues and anticipated costs and expenses; and trends in industry activity generally. Such forward-looking statements include, among others, those statements including the words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar language or by discussions of our outlook, plans, goals, strategy or intentions.

Our actual results may differ significantly from those projected in the forward-looking statements. 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 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: competition from other parks, weather conditions during our primary tourist season, the price of animal feed and the price of gasoline. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements.

The forward-looking statements we make in this Quarterly Report on Form 10-Q are based on management’s current views and assumptions regarding future events and speak only as of the date of this report. We assume no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC.

Overview

Through our wholly-owned subsidiaries, Wild Animal Safari, Inc. a Georgia corporation (“Wild Animal – Georgia”) and Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), 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. Wild Animal – Georgia owns and operates the Wild Animal Safari theme park located 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”).

The Parks are open year round but experience increased seasonal attendance during the months of April through August. On a combined basis, net sales for our third and fourth quarters of the last two fiscal years represented approximately 70% of annual net sales.

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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. When evaluating possible acquisitions, we rely on the following primary criteria:

·

Properties that have an operating history;

·

Properties that our management team believes have the potential to increase profits and operating efficiencies; and

·

Properties where there is additional, underutilized land available for expansion of operations.

We believe that acquisitions, if any, should not unnecessarily encumber the Company with additional 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 the pursuit of growth.

The Company also may pursue contract management opportunities for themed attractions owned by third parties.

As we look at our operations as of June 29, 2014, one of our highest priorities is to continue to improve operating profit of our Missouri Park. Since we acquired our Missouri Park in March 2008, we have worked to upgrade the Park’s physical facilities and dramatically improve its concessions. However, we believe that years of operation under the prior owners resulted in negative preconceptions about the condition of the Park, and we continue to work bring the public’s perception of the Park in line with its current condition and level of service. We expect that over the course of several years these efforts will ultimately yield favorable results. We will continue to focus our efforts to promote the Missouri Park and make improvements as our capital budget allows.

We are also committed to leveraging the strong operating model we have established at our Georgia Park, with a focus on increasing Park attendance, as well as increasing the revenue generated per visitor via concession and gift shop revenues.

On January 9, 2013, the Company completed a $3,752,000 loan transaction (the “Refinancing Loan”), the proceeds of which were used primarily to refinance the Company’s then-outstanding debt. Proceeds from the Refinancing Loan were also used to fund $230,000 of new construction and renovations at the Parks during our fiscal year ended September 29, 2013.

As a result of the Refinancing Loan, we lowered our annual debt service payments. Prior to the Refinancing Loan, our then outstanding debt required annual payments totaling $490,000 as compared to new estimated annual payments totaling $316,000, reducing our annual debt service payments by $174,000. We anticipate that the reduction of our annual cash requirements for debt service will free up cash flow to fund operations and capital improvements at our Parks.

While the Refinancing Loan provides us with incremental cash flow margin, our current size and operating model leave us little room for error. Any future capital raised by us is likely to result in dilution to existing stockholders. It is possible that cash generated by, or available to, us may not be sufficient to fund our capital and liquidity needs for the near-term.

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 and tax expense, and free cash flow. We believe earnings before interest and tax expense is the best measure of segment performance because it is indicative of performance trends and the overall earnings potential of each reportable segment.

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Results of Operations For the Three Month Period Ended June 29, 2014 as Compared to Three Month Period Ended June 30, 2013

		Georgia Park						Missouri Park						Consolidated
		2014			2013			2014			2013			2014			2013
Total net sales		$	1,175,737		$	1,026,946		$	289,889		$	301,261		$	1,465,626		$	1,328,207
Segment income from operations			676,958			496,118			25,227			94,190			702,185			590,308
Segment operating margin %			57.6%			48.3%			8.7%			31.3%			47.9%			44.4%
Corporate expenses															(232,108)			(173,734)
Other income, net															2,079			1,256
Gain on retirement of debt															-			-
Interest expense															(47,802)			(67,407)
Amortization of loan fees															(2,602)			(2,336)
Income before income taxes														$	421,752		$	348,087

Total Net Sales

Our total net sales for the three month period ended June 29, 2014 increased by $137,419 or 10.3%, to $1,465,626 versus the three month period ended June 30, 2013. Total net sales at our Georgia Park increased by $148,791 or 14.5%, primarily driven by higher revenue per guest and favorable weather conditions later during the three month period. Total net sales for our Missouri Park decreased by $11,372 or 3.8%, primarily attributable to lower attendance, which we believe was impacted by unfavorable weather conditions.

Segment Operating Margin

Our consolidated segment operating margin improved by $111,877, resulting in segment income from operations of $702,185 for the three month period ended June 29, 2014, as higher net sales were partially offset by higher operating expenses. Our Georgia Park’s segment income was $676,958, an increase of $180,840, as a result of higher total net sales and lower operating expenses. Segment income for our Missouri Park was $25,277, a decrease of $68,963, primarily as a result of lower total net sales as well as higher operating expenses.

Corporate Expenses and Other

Corporate spending increased by $58,374 to $232,108 during the three month period ended June 29, 2014, as a result of higher professional fees.

Interest Expense and Other Income

Other income, net increased by $823 to $2,079 for the three month period ended June 29, 2014.

Interest expense, including amortization of loan fees, for the three month period ended June 29, 2014 was $50,404, a decrease of $19,339 compared with the three month period ended June 30, 2013. The decrease is primarily the result of interest charges recorded in our 2013 fiscal year associated with State of Georgia income tax assessments and lower average borrowings.

Income Taxes

Based on our cumulative net tax operating loss carry-forwards, we do not expect to pay U.S. Federal income taxes for our 2014 fiscal year; therefore, we have not recorded a related tax provision. We expect to generate income during our 2014 fiscal year, which will be subject to State of Georgia income taxes at a rate of approximately 6%. Accordingly, we recorded a tax provision of $7,455 for estimated State of Georgia income taxes for the three month period ended June 29, 2014.

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On July 16, 2013, the State of Georgia Department of Revenue notified us that we had not made the proper elections with respect to Wild Animal – Georgia to allow for the filing of consolidated State of Georgia tax returns for the fiscal years 2009, 2010 and 2011. During the third quarter of our 2013 fiscal year we recorded an income tax provision of $46,348 for State of Georgia income taxes for these periods.

The proper elections have been made to allow Parks! America and Wild Animal – Georgia to file consolidated State of Georgia income tax returns in the 2012 fiscal year and thereafter.

For additional information, see “NOTE 7. INCOME TAXES” of the Notes to the Consolidated Financial Statements (Unaudited).

Net Income and Income Per Share

Our net income increased by $112,558 to $414,297 or $0.01 per basic share and per fully diluted share, for the three months ended June 29, 2014 as compared with a net income of $301,739 or $0.00 per basic share and per fully diluted share, for the three months ended June 30, 2013. The operating margin at our Georgia Park improved by $180,840, interest expense was favorable by $19,339, and income taxes were favorable by $38,893, offset by higher corporate spending of $58,374 and a $68,963 decrease in the operating margin for our Missouri Park.

Results of Operations For the Nine Month Period Ended June 29, 2014 as Compared to Nine Month Period Ended June 30, 2013

		Georgia Park						Missouri Park						Consolidated
		2014			2013			2014			2013			2014			2013
Total net sales		$	2,113,701		$	1,972,414		$	469,715		$	480,301		$	2,583,416		$	2,452,715
Segment income (loss) from operations			811,805			621,289			(188,400)			(126,710)			623,405			494,579
Segment operating margin %			38.4%			31.5%			(40.1%)			(26.4%)			24.1%			20.2%
Corporate expenses															(526,180)			(416,349)
Other income, net															7,336			5,627
Gain on retirement of debt															-			105,656
Interest expense															(159,327)			(192,990)
Amortization of loan fees															(7,806)			(4,672)
Loss before income taxes														$	(62,572)		$	(8,149)

Total Net Sales

Our total net sales for the nine month period ended June 29, 2014 increased by $130,701, or 5.3%, to $2,583,416 compared to the nine month period ended June 30, 2013. Our Georgia Park’s net sales increased by $141,287 or 7.2%. We believe this increase is primarily attributable to higher revenue per guest, favorable weather conditions late in our third fiscal quarter of 2014 and higher animal sales, partially offset by unfavorable weather conditions during the first six months of our 2014 fiscal year. Total net sales for our Missouri Park decreased by $10,586, or 2.2%, as lower attendance more than offset higher animal sales revenue. We believe attendance at our Missouri Park was impacted by unfavorable weather conditions, resulting in the closure of our Park for several days during the first half of our 2014 fiscal year. Increases in the population of herd animals at both Parks, created from the natural breeding process, has allowed for increased animal sales without impacting the quality of the customer experience.

Segment Operating Margin

Our consolidated segment operating margin improved by $128,826, resulting in segment income from operations of $623,405 for the nine month period ended June 29, 2014, driven by higher total net sales and essentially flat segment operating expenses. Our Georgia Park’s segment income was $811,805, an increase of $190,516, resulting from higher revenues per guest, increased animal sales and lower operating expenses, which more than offset the impact of a decline in attendance. The segment loss for our Missouri Park was $188,400, an increase of $61,690, resulting from lower total net sales, due to a decline in attendance, and higher operating expenses, partially offset by higher animal sales.

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Corporate Expenses and Other

Corporate spending increased by $109,831 to $526,180 during the nine month period ended June 29, 2014, primarily as a result of higher professional fees.

Interest Expense and Other Income

Other income, net increased by $1,709 to $7,336 for the nine months ended June 29, 2014.

Under the terms of the seller-financing note associated with the acquisition of the Missouri Park, we were entitled to a discount if this note was paid in full before March 5, 2013. This note was paid in full on January 9, 2013 and we recorded a gain of $105,656 during the nine months ended June 30, 2013.

Interest expense, including amortization of loan fees, for the nine month period ended June 29, 2014 was $167,133, a decrease of $30,529 compared with the nine month period ended June 30, 2013. This decrease is primarily as a result of lower interest rates associated with the January 2013 refinancing of all our then-outstanding debt, lower average borrowings and interest charges associated with State of Georgia income tax assessments in our 2013 fiscal year.

Income Taxes

Based on our cumulative net tax operating loss carry-forwards, we do not expect to pay U.S. Federal income taxes for our 2014 fiscal year; therefore, we have not recorded a related tax provision. We expect to generate income during our 2014 fiscal year, which will be subject to State of Georgia income taxes at a rate of approximately 6%. Accordingly, we recorded a tax provision of $7,455 for estimated State of Georgia income taxes for the nine month period ended June 29, 2014.

On July 16, 2013, the State of Georgia Department of Revenue notified us that we had not made the proper elections with respect to Wild Animal – Georgia to allow for the filing of consolidated State of Georgia tax returns for the fiscal years 2009, 2010 and 2011. During the nine month period ended June 30, 2013, we recorded an income tax provision of $46,348 for State of Georgia income taxes for these periods. The proper elections have been made to allow Parks! America and Wild Animal – Georgia to file consolidated State of Georgia income tax returns in the 2012 fiscal year and thereafter.

For additional information, see “NOTE 7. INCOME TAXES” of the Notes to the Consolidated Financial Statements (Unaudited).

Net Loss and Loss Per Share

Our net loss increased by $15,530 to a net loss of $70,027 or $0.00 per basic share and per fully diluted share, for the nine months ended June 29, 2014 as compared with a net loss of $54,497 or $0.00 per basic share and per fully diluted share, for the nine months ended June 30, 2013.

Excluding the impact of the $105,656 gain from paying off debt related to the Missouri Park, as well as the $60,342 aggregate charge associated with the State of Georgia income tax and interest assessments recorded in our 2013 fiscal year, our net loss for the nine month period ended June 29, 2014 improved by $29,784 compared to the same period in the prior year. The operating margin at our Georgia Park improved by $190,516 and interest expense was favorable by $17,635, offset by higher corporate spending of $109,831 and a $61,690 decrease in the operating margin for our Missouri Park.

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Financial Condition, Liquidity and Capital Resources

Financial Condition and Liquidity

Our primary sources of liquidity are cash generated by operations and borrowings under our loan agreements. Our slow season starts after Labor Day in September and runs until Spring Break, which typically begins toward the end of March. These two quarters have historically generated negative cash flow and require us to borrow to fund operations and prepare the Parks for the busy season during the third and fourth quarters of our fiscal year. Similar to the prior year, if our 2014 fiscal year seasonal borrowing needs exceed our Commercial Bank & Trust Company of Troup County (“CB&T”) line of credit (“LOC”), two members of our Board of Directors continue to offer us additional loan facilities on a seasonal basis on the same terms and conditions as the LOC with CB&T.

We believe that our performance has improved to the point that annual cash flow from operations will be sufficient to fund operations, make debt-service payments and spend modestly on capital improvements in the near-term. During the next twelve months, management will focus on increasing net sales, particularly at our Missouri Park. Any slowdown in revenue or unusual capital outlays may require us to seek additional capital.

Our working capital was $75,057 at June 29, 2014 as compared to $149,531 at September 29, 2013. Compared to June 30, 2013, our June 29, 2014 working capital position improved by $246,416, primarily reflecting stronger cash flow from operating activities and lower capital expenditures during the first nine months of our 2014 fiscal year.

Total loan debt, including current maturities, at June 29, 2014 was $3.63 million compared to $3.72 million at September 29, 2013. The decrease in loan debt reflects normal principal payments against our long-term debt. Our combined LOC and other seasonal borrowing arrangements outstanding balance at June 29, 2014 and September 29, 2013 were $0 and $0, respectively.

As of June 29, 2014, we had equity of $2.91 million and total loan debt of $3.63 million, resulting in a debt to equity ratio of 1.25 to 1. Our debt to equity ratio was 1.25 to 1 as of September 29, 2013.

Operating Activities

Net cash provided by operating activities was $233,219 for the nine month period ended June 29, 2014, compared to $146,966 provided by operating activities for the nine month period ended June 30, 2013, an improvement of $86,253. The improvement in cash provided by operating activities was the result of our strong operating results and efficient working capital management during the nine month period ended June 29, 2014.

Investing Activities

Net cash used in investing activities was $158,171 for the nine month period ended June 29, 2014, compared to $270,820 used in investing activities for the nine month period ended June 30, 2013, a decrease of $112,649, driven primarily by lower capital expenditures.

Financing Activities

Net cash used in financing activities was $83,387 for the nine month period ended June 29, 2014, compared to $196,150 provided by financing activities for the nine month period ended June 30, 2013, resulting in a net change of $279,537. This favorable change was driven an improvement in cash provided by operating activities combined with lower capital expenditures.

Subsequent Events

None

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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 and Estimates

The preceding discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Our significant accounting policies are set forth in “NOTE 2. SIGNIFICANT ACCOUNTING POLICIES” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report on Form 10-Q, which should be reviewed as they are integral to understanding results of operations and financial position. The Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 29, 2013 includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

Parks! America, Inc. (the “Registrant”) maintains “controls and procedures,” as such term is defined under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) in Rule 13a-15(e) promulgated thereunder, that are designed to ensure that information required to be disclosed in the Registrant’s Exchange Act filings is recorded, processed summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Registrant’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, the Registrant’s management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

With the participation of the principal executive officer and principal financial officer of the Registrant, the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based upon the evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures were effective at a reasonable assurance level.

On July 28, 2014, the Company was notified by Silberstein Ungar, PLLC (“Silbersten Ungar”), the Company’s independent registered accounting firm, that its principals joined the accounting firm of KLJ & Associates, LLP (“KLJ & Associates”) and would no longer act as an independent registered public accounting firm. As a result, on July 28, 2014, Silberstein Ungar resigned as the Company’s independent registered public accounting firm. On July 31, 2014, the Company’s Board of Directors, acting upon the recommendation of the Company’s audit committee, approved the engagement of KLJ & Associates as the Company’s independent registered public accounting firm. The Registrant’s principal executive officer and principal financial have determined that this change in accounting firms had no material affect on the Registrant’s internal control over financial reporting.

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended June 29, 2014 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

The Company commenced a lawsuit in September 2009 against a group led by Larry Eastland, a former officer and director of the Company. The litigation was inactive until June 11, 2012, at which time the Company amended its complaint against the Eastland group to, among other things, join as defendants Stanley Harper, LEA Capital Advisors, LLC (an entity controlled by Mr. Eastland) and Computer Contact Service, Inc. (an entity controlled by Mr. Harper) for breaches of contract and fiduciary duty with regards to the Company’s purchase of TempSERV on September 30, 2007 and its subsequent re-conveyance of TempSERV to Computer Contact Service, Inc. as of January 1, 2009. The Company is seeking an indefinite amount of damages. For more information regarding the original litigation, see our Annual Report on Form 10-K for the year ended December 26, 2010.

ITEM 1A. RISK FACTORS

You should read the MD&A, and our unaudited consolidated financial statements and related notes (each included elsewhere in this Quarterly Report on Form 10-Q), in conjunction with the Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 29, 2013. Some of the information contained in the MD&A or set forth elsewhere in this Quarterly Report on Form 10-Q, 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 be adversely affected.

Risk Factors Relating to Our Business:

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 are 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.

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. There can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could force us to substantially curtail our expansion plans. Furthermore, the issuance by the Company of any additional securities would dilute the ownership of existing shareholders and may affect 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 Wild Animal Safari theme park in Strafford, 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.

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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 increasing availability and quality of technology-based entertainment has provided families with a wider selection of entertainment alternatives in their homes, including home entertainment units, in-home and online gaming, as well as on-demand streaming video and related access to various forms of entertainment. 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 $6.0 million 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 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 of the Company 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.

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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:

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

As of the date of this report, 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, as well as to service our debt. We do not expect to pay cash dividends in the near future. 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 provisions of credit agreements, which we may enter into from time to time, may also restrict the declaration of dividends on our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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