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Item 9A. Controls and Procedures

2021-12-09 compared with 2020-12-15 · 1011 added, 743 removed, 142 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

With the participation of the principal executive officer and principal financial officer of Parks!

America (the “Registrant”), the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures, as required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.

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

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:

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

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;

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.

Disclosure Controls and Procedures

the participation of the principal executive officer and principal financial officer of Parks!

America (the “Registrant”),

the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures, as required

by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the fiscal year

covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Registrant’s principal executive officer and principal

financial officer have concluded that the Registrant’s disclosure controls and procedures were effective as of the end of the fiscal

year covered by this Annual Report on Form 10-K.

Management’s Annual Report on Internal Control over Financial Reporting

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:

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

of the Company;

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;

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.

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.

Management based its assessment of the Company’s internal control over financial reporting on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting are effective as of September 27, 2020.

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 as of September 27, 2020.

based its assessment of the Company’s internal control over financial reporting on criteria established in Internal Control

– Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

assessment, management has concluded that the Company’s disclosure controls and procedures and internal control over financial

reporting are effective as of October 3, 2021.

Changes in Internal Control over Financial Reporting

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 as of October 3, 2021.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our executive officers and directors are as follows:

Dale Van Voorhis

Chief Executive Office and Director

Chief Financial Officer and Director

Mark Whitfield

Executive Vice President

Vice President of Safari Operations

Jeffery Lococo

Secretary and Director

Charles Kohnen

Dale Van Voorhis

Dale Van Voorhis was appointed as our Chief Executive Officer on January 27, 2011.

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.

Van Voorhis previously served the Company in various management and board of director roles 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.

executive officers and directors are as follows:

Executive Office and Director

Financial Officer and Director

Vice President

Van Voorhis was appointed as our Chief Executive Officer on January 27, 2011.

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.

previously served the Company in various management and board of director roles from December 2003 through December 2006.

Van Voorhis has been the President of Amusement Business Consultants, Inc., an amusement industry consulting company, since its inception

Van Voorhis was President and CEO of Funtime Parks Inc.

(“Funtime”) from 1982 until 1994.

Funtime consisted of three parks in New York and Ohio and they generated total attendance of 2.6 million visitors in 1993.

Funtime sold the three parks for $60 million in 1994.

Funtime consisted

of three parks in New York and Ohio and they generated total attendance of 2.6 million visitors in 1993.

Funtime sold the three parks

for $60 million in 1994.

Van Voorhis has over 55 years of experience in the amusement/entertainment industry.

White was appointed the Chief Financial Officer of Parks!

America on May 31, 2013 and was appointed as a Director of the Company effective January 1, 2014.

America on May 31, 2013 and was appointed as a Director of the Company effective

January 1, 2014.

Prior to joining the Company, from 1992 through 2011, Mr.

White was an executive with The Scotts Miracle-Gro Company in a variety of roles, and served most recently as its Vice President, Global Controller from 2005 through 2011.

White was with Price Waterhouse in Cincinnati, Ohio from 1986 to 1992.

White was an executive with The Scotts Miracle-Gro Company

in a variety of roles, and served most recently as its Vice President, Global Controller from 2005 through 2011.

White was with Price

Waterhouse in Cincinnati, Ohio from 1986 to 1992.

He received a B.A.

in business administration from The Ohio State University and an M.B.A.

from the University of Wisconsin-Madison.

He currently serves on the Board of Managers of Spring Brook Farm Cheese, LLC, which is wholly owned by the Farms for City Kids Foundation.

Mark Whitfield

Mark Whitfield joined Parks!

in business administration from The Ohio State University and an

MBA from the University of Wisconsin-Madison.

He currently serves on the Board of Managers of Spring Brook Farm Cheese, LLC, which is

wholly owned by the Farms for City Kids Foundation.

Whitfield joined Parks!

America, Inc.

and was appointed Executive Vice President on September 21, 2020.

Whitfield's 42 year amusement park career began in 1979 at Six Flags Theme Parks, where he was Manager of Games & Attractions, and Merchandise and Director of Revenue at six of the current and former Six Flags parks.

Whitfield’s 42 year

amusement park career began in 1979 at Six Flags Theme Parks, where he was Manager of Games & Attractions, and Merchandise and Director

of Revenue at six of the current and former Six Flags parks.

Most recently, Mr.

Whitfield was a Senior Director of Revenue at PARC Management in Jacksonville, and for the last 10 years as General Manager at Palace Entertainment parks in San Dimas, California and in the Wisconsin Dells.

He is very active in the community and served with distinction as an elected Village Trustee in Lake Delton, Wisconsin, President and Board Chair of the Sauk County, Economic Development Corporation, co-Commissioner of the Baraboo-Dells Airport, as well as serving on the Board of Directors at the San Dimas Chamber of Commerce and the Wisconsin Dells Visitors & Convention Bureau.

Whitfield brings extensive experience and consistent positive results in financial/EBITDA growth, employee development, marketing, operations and in-park revenue.

Whitfield has a BA in Communication and Political Science, and a Masters of Liberal Arts from Houston Baptist University.

Whitfield relocated to Bryan-College Station, Texas and is based out of the Aggieland Wild Animal Safari park which the company acquired on April 27, 2020.

Newman was appointed Vice President of Safari Operations of Parks!

America on May 1, 2018.

Newman joined the Company in April 2010, and was the General Manager of Wild Animal – Georgia from February 2011 through April 2018.

Prior to joining the Company, Mr.

Newman, founded and managed Castle Appraisal Service, a residential and commercial real estate appraisal company.

Newman has held in various management roles with retail and banking companies.

Newman also has a background in Biology and Animal Husbandry.

He is a member of the Exotic Wildlife Association and the First Baptist Church in LaGrange, Georgia.

Newman received a Bachelor degree in business management from The University of Georgia.

John Gannon has 33 years of experience in the amusement park, waterpark, and zoo industry.

Whitfield was a Senior Director of Revenue at PARC Management

in Jacksonville, and for the last 10 years as General Manager at Palace Entertainment parks in San Dimas, California and in the Wisconsin

He is very active in the community and served with distinction as an elected Village Trustee in Lake Delton, Wisconsin, President

and Board Chair of the Sauk County, Economic Development Corporation, co-Commissioner of the Baraboo-Dells Airport, as well as serving

on the Board of Directors at the San Dimas Chamber of Commerce and the Wisconsin Dells Visitors & Convention Bureau.

brings extensive experience and consistent positive results in financial/EBITDA growth, employee development, marketing, operations and

in-park revenue.

Whitfield has BA in Communication and Political Science and a Master of Liberal Arts from Houston Baptist University.

Brady was appointed as a Director of the Company effective November 12, 2021.

Brady brings more than a decade of experience in the

entertainment, leisure, and hospitality industry with executive-level experience in strategic planning, mergers and acquisitions, investor

relations, financial modeling, and real estate development.

Brady started her career as a sell-side analyst at KeyBank Capital markets,

covering the leisure and hospitality sector.

Upon joining Cedar Fair Entertainment Company (“FUN”), Ms.

Brady played an integral

role within investor relations, leading communications efforts with both the sell-side and buy side.

Brady was promoted to the Director

of Business Development where she served as a key leader in the company’s strategic growth initiatives.

Brady graduated summa

cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award.

Gannon has been a Director of the Company since December 2019.

Gannon has 33 years of experience in the amusement park, water park,

and zoo industry.

After 14 years of service, Mr.

Gannon retired the Columbus Zoo and Aquarium in January 2020, most recently serving as its Senior Vice President responsible for managing all for profit ventures, including its waterpark, its amusement park section and its golf course.

Gannon retired from the Columbus Zoo and Aquarium in January 2020, most recently serving

as its Senior Vice President responsible for managing all for profit ventures, including its water park, its amusement park section and

its golf course.

Prior to joining the Columbus Zoo and Aquarium, Mr.

Gannon was with Six Flags, Premier Parks and Funtime Inc.

for a combined total of 19 years.

combined total of 19 years.

During his time with Six Flags, Mr.

Gannon served as Vice President of Finance, with responsibility over the eastern United States and Europe.

Gannon is a CPA and started his career with Ernst & Young.

Gannon continues to serve as a consultant with the Columbus Zoo and Aquarium, and he is a member of the International Association of Amusement Parks and Attractions (IAAPA) and the World Waterpark Association (WWA).

In 2017, Governor John Kasich appointed Mr.

Gannon served as Vice President of Finance, with responsibility over

the eastern United States and Europe.

Gannon started his career as a CPA with Ernst & Young.

Gannon is a member of the International

Association of Amusement Parks and Attractions (“IAAPA”) and the World Waterpark Association (WWA).

In 2017, Governor John

Kasich appointed Mr.

Gannon to the Ohio Department of Agriculture Advisory Board on Amusement Ride Safety.

Gannon earned a Bachelor’s of Science degree in Accounting from the University of Akron.

Jump is a principal owner of Out of Africa Wildlife Park LLC, a wild animal attraction located in Camp Verde, Arizona.

His responsibilities include heading-up the redevelopment and expansion of the Park.

Jump is also involved in ownership and development of land around the Park.

Leading and serving with several organizations, Mr.

Jump is also actively involved in promoting economic development in the Verde Valley.

Prior to moving to Sedona from Ohio, Mr.

Jump was President and a Director of DEC Investment Group, Inc., which was the general partner of several partnerships, which owned and managed large apartment complexes, primarily in the western United States.

Jump was also principal owner of DCMC Construction Management Company, which built and managed many multi-family projects.

Prior to his 25 years with DEC, Mr.

Jump was the CEO of two other privately held companies, where his responsibilities included raising capital for expansion, and leading various mergers and acquisitions.

Jump started his career with Cummins Engine Company, becoming Vice President responsible for domestic and international operations.

He and his family lived in Sao Paulo, Brazil for six years.

During his 18 years at Cummins, Mr.

Jump gained experience in the acquisition of businesses and properties.

Jump earned a Bachelor’s in business degree from the University of Colorado.

Jeffery Lococo

Jeffery Lococo was appointed Secretary of the Company on January 27, 2011 and has been a Director of the Company since May 2006.

Lococo is President of Lococo Company LLC, an industry leading consulting firm in the amusement and resort industry segment.

Lococo began his career with the Marriott Corporation theme park division, and progressed through middle management to General Manager level in 1990 with Funtime.

Gannon earned a Bachelor

of Science degree in Accounting from the University of Akron.

Kohnen has been a director of the Company since October 19, 2010.

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 matters.

Kohnen has also served as Chairman of a privately held restaurant located

in Cincinnati, Ohio.

Kohnen also serves on the Board of one non-profit organization and earned a Bachelor of Science degree in General

Business from Miami University in Oxford, Ohio.

Lococo was appointed Secretary of the Company on January 27, 2011 and has been a Director of the Company since May 2006.

President of Lococo Company LLC, an industry leading consulting firm in the amusement and resort industry segment.

Lococo began his

career with the Marriott Corporation theme park division, and progressed through middle management to General Manager level in 1990 with

From 1994 to 2000, Mr.

Lococo held various executive vice president level positions with Six Flags Inc.

Lococo joined Great Wolf Resorts Inc.

in March of 2000 as General Manager of Great Wolf Lodge Sandusky, Ohio, and in 2005, was promoted to Corporate Vice President of Resort Operations for all Great Wolf Lodge Resorts.

Lococo has over 35 years of experience in the theme/water park, entertainment and hospitality industry.

Charles Kohnen

Charles Kohnen has been a director of the Company since October 19, 2010.

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 matters.

Kohnen has also served as Chairman of a privately held restaurant located in Cincinnati, Ohio.

Kohnen also serves on the Board of one non-profit organization and earned a Bachelor of Science degree in General Business from Miami University in Oxford, Ohio.

Involvement in Certain Legal Proceedings

During the past ten years none of the following events have occurred with respect to any of our directors or executive officers or any of the persons nominated by our board to become a director of the Company.

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee

Our Audit Committee is responsible for:

(1) overseeing the accounting and financial reporting processes of the Company, including the audits of the Company’s consolidated financial statements;

(2) appointing, compensating and overseeing the work of the independent registered public accounting firm employed by the Company;

Lococo joined Great

Wolf Resorts Inc.

in March of 2000 as General Manager of Great Wolf Lodge Sandusky, Ohio, and in 2005, was promoted to Corporate Vice

President of Resort Operations for all Great Wolf Lodge Resorts.

Lococo has over 35 years of experience in the theme/water park,

entertainment and hospitality industry.

Ruffolo was appointed as a Director of the Company effective November 12, 2021.

Ruffolo brings three decades of consumer goods, specialty

retail, marketing, innovation, and executive leadership experience to the Parks!

America Board.

In his first twenty years, Mr.

held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior executive roles leading the brand, marketing,

and innovation departments at Yankee Candle and Bath & Body Works where he received multiple patents including for the multi-billion

dollar launch of the Wallflowers home fragrance business.

In the last ten years, as CEO & President, Mr.

Ruffolo has led the successful

turnaround and growth of several private equity-backed portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps

Pet Products.

Ruffolo is a dual citizen of the U.S.

and Italy, was a NCAA Division I athlete and graduated summa cum laude in marketing

and business administration from the University of Dayton, and received his MBA with honors from Washington University in St.

in Certain Legal Proceedings

the past ten years none of the following events have occurred with respect to any of our directors or executive officers or any of the

persons nominated by our board to become a director of the Company.

petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar

officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer

at or within two years before the time of such filing;

person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures

commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,

any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an

investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type

of business practice;

Engaging in any activity

in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities

laws or Federal commodities laws;

person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State

authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described

in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not

been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:

Federal or State securities or commodities law or regulation;

law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal

or prohibition order;

law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity

Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or

persons associated with a member.

Audit Committee is responsible for:

(1) overseeing the accounting and financial reporting processes of the Company, including the audits

of the Company’s consolidated financial statements;

(2) appointing, compensating and overseeing the work of the independent registered

public accounting firm employed by the Company;

(3) assisting the Board in its oversight of:

(a) the integrity of the Company’s consolidated financial statements, and (b) the independent registered public accounting firm’s qualifications and independence;

(a) the integrity of the Company’s

consolidated financial statements and (b) the independent registered public accounting firm’s qualifications and independence;

and (4) undertaking the other matters required by applicable rules and regulations of the SEC.

Our Audit Committee is comprised of three directors, Charles Kohnen, Jeffery Lococo, and Dale Van Voorhis.

The Board has determined that Dale Van Voorhis qualifies as an “audit committee financial expert” as that term is defined in the applicable SEC Rules.

Our Audit Committee met four times in the twelve-month period ended September 27, 2020.

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.

The Compensation Committee is composed of four Directors, John Gannon, William Jump, Charles Kohnen, and Jeffery Lococo.

Our Compensation Committee met two times during the twelve-month period ended September 27, 2020.

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, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our Company with copies of all Section 16(a) reports they file.

Based upon a review of those forms and any written representations regarding the need for filing Forms 5, to the best of the Company’s knowledge, no required Section 16(a) reports were filed late.

Our Audit Committee is comprised of three

directors, John Gannon, Charles Kohnen, and Jeffery Lococo.

The Board has determined that John Gannon qualifies as an “audit committee

financial expert” as that term is defined in the applicable SEC Rules.

Audit Committee met four times in the twelve-month period ended October 3, 2021.

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.

The Compensation Committee is composed of

three Directors, John Gannon, Charles Kohnen, and Jeffery Lococo.

Compensation Committee met one time during the twelve-month period ended October 3, 2021.

have not adopted a Code of Ethics.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than

10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes

in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our Company with copies

of all Section 16(a) reports they file.

Based upon a review of those forms and any written representations regarding the need for filing

Forms 5, to the best of the Company’s knowledge, no required Section 16(a) reports were filed late.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our other executive officers, for the years ended September 27, 2020, September 29, 2019 and September 30, 2018.

Non-Qualified

Name & Principal Position

Dale Van Voorhis

Chief Executive Officer and

Director - Parks!

Vice President of Safari

Operations - Parks!

Chief Financial Officer and

Director - Parks!

Mark Whitfield

Executive Vice President

James Meikle (1)

President - Wild Animal Safari, Inc.

and Wild Animal, Inc., Director and

Chief Operating Officer - Parks!

COMPENSATION TABLE

following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and

our other executive officers, for the years ended October 3, 2021, September 27, 2020 and September 29, 2019.

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

Officer and Director

Vice President

President of Safari

Officer and Director

Operating Officer

Effective October 31, 2021, Mr.

Newman resigned his employment with the Company.

On November 28, 2018, Mr.

Meikle passed away.

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 September 27, 2020.

Pension Value

Non-Qualified

Dale Van Voorhis

Jeffery Lococo

Charles Kohnen

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

Beginning in our 2018 fiscal year, we provided each director with the option of receiving their annual grant in Shares or the cash equivalent, based on the Share price on the date of grant.

Beginning in our 2020 fiscal year, our annual director compensation is based on a dollar award, with each director provided the option of receiving that compensation in all Shares, all cash or a combination thereof.

Employment Agreements

Effective as of June 1, 2020, the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment agreement (the “2020 Van Voorhis Employment Agreement”).

following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made

in the year ended October 3, 2021.

Earned or Paid in Cash

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

On January 14, 2021, Mr.

Jump passed away.

Historically,

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

Beginning in our 2018 fiscal year, we provided

each director with the option of receiving their annual grant in Shares or the cash equivalent, based on the Share price on the date

Beginning in our 2020 fiscal year, our annual director compensation is based on a dollar award, with each director provided

the option of receiving that compensation in all Shares, all cash or a combination thereof.

as of June 1, 2020, the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment

agreement (the “2020 Van Voorhis Employment Agreement”).

Pursuant to the 2020 Van Voorhis Employment Agreement, Mr.

Van Voorhis receives an initial base annual compensation in the amount of $100,000 per year, subject to annual review by the Board of Directors.

receives an initial base annual compensation in the amount of $100,000 per year, subject to annual review by the Board of Directors.

The 2020 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.

Effective as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years, with minimum annual compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three, and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective as of May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”) to serve as the Company’s Vice President of Safari Operations.

Newman had been the general manager of Wild Animal – Georgia since February 2011.

Van Voorhis to participate in any deferred compensation

plan the Company may adopt during the term of his employment with the Company.

as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement

(the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years, with minimum annual

compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three.

Effective January 1, 2021, Mr.

White’s annual

compensation was changed to $90,000.

White is entitled to participate in any deferred compensation plan the Company may

adopt during the term of his employment with the Company.

as of May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”)

to serve as the Company’s Vice President of Safari Operations.

Newman had been the general manager of Wild Animal – Georgia

since February 2011.

Pursuant to the Newman Employment Agreement, Mr.

Newman received an initial base annual compensation of $95,000 per year, subject to annual review by the Board of Directors.

Newman received an initial base annual compensation of $95,000

per year, subject to annual review by the Board of Directors.

Newman also received a $5,000 signing bonus.

Effective as of May 1, 2020, Mr.

Effective as of May 1,

Newman’s annual compensation was set at $108,000.

The Newman Employment Agreement has a term of five years and entitles Mr.

The Newman Employment Agreement had a term of five years and entitled

Newman 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 ($266,667 in aggregate) or (ii) in the event of a change in control of the Company ($531,667 in aggregate), as well as disability and death payment provisions ($141,500 in aggregate).

Effective as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017 Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation in the amount of $135,000 per year.

Effective October 31, 2021, Mr.

Newman resigned his employment with the Company.

of October 3, 2021, the Company has not adopted any deferred compensation plans.

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 ($116,667 in aggregate)

or (ii) in the event of a change in control of the Company ($381,667 in aggregate), as well as disability and death payment provisions

($95,000 in aggregate).

as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017

Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation

in the amount of $135,000 per year.

On November 28, 2018, Mr.

Meikle passed away.

Pursuant to the death benefit terms of the 2017 Meikle Employment Agreement, during the three month period ended December 30, 2019, the Company recorded a provision of approximately $88,000, which was distributed to his estate on January 15, 2020.

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, however, the Plan has not been submitted to the stockholders 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 and we did not submit the Plan for consideration to the Company’s stockholders at the last meeting of stockholders.

Pursuant to the death benefit terms of the 2017 Meikle

Employment Agreement, during the three month period ended December 30, 2019, the Company recorded a provision of approximately $88,000,

which was distributed to his estate on January 15, 2020.

Option and Award Plan

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, however, the Plan has not been submitted to the

stockholders 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 and we did not submit the

Plan for consideration to the Company’s stockholders at the last meeting of stockholders.

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 to 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 December 10, 2020.

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.

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.

Dale Van Voorhis

Chief Executive Officer and Director

Chief Financial Officer and Director

Charles Kohnen (3)

Jeffery Lococo

Secretary and Director

Focused Compounding Fund, LP

following table sets forth certain information relating to the ownership of common stock by (i) each person known by us to 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 December 6, 2021.

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.

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.

of Shares Owned

Executive Officer and Director

Financial Officer and Director

Compounding Fund, LP

Alma Drive, Suite 460

Plano, TX 75075

(1) Based upon shares of common stock issued and outstanding as of December 10, 2020, except that shares of common stock underlying options and warrants exercisable within 60 days of the date hereof are deemed to be outstanding.

upon shares of common stock issued and outstanding as of December 6, 2021, except that shares of common stock underlying options

and warrants exercisable within 60 days of the date hereof are deemed to be outstanding.

of the Company’s shares owned by Mr.

2 unchanged sentences

Kohnen are held jointly with his spouse.

Officers, directors and their controlled entities, as a group, controlled approximately 52.6% of the outstanding common stock of the Company as of December 10, 2020.

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.

directors and their controlled entities, as a group, controlled approximately 52.8% of the outstanding common stock of the Company as

of December 6, 2021.

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.

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;

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

Director Independence

Of the members of the Company’s Board of Directors, John Gannon, Charles Kohnen, Jeffery Lococo and William Jump are considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

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:

of our directors or officers;

person proposed as a nominee for election as a director;

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

shares of common stock;

of our promoters;

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

the members of the Company’s Board of Directors, Lisa Brady, John Gannon, Charles Kohnen, Jeffery Lococo and Rick Ruffolo are considered

to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not

currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

PRINCIPAL ACCOUNTANT FEES AND SERVICES

As disclosed on a Form 8-K filed with the U.S.

Securities and Exchange Commission on April 10, 2020, GBQ Partners LLC was appointed as our independent registered accounting firm effective April 8, 2020.

Our prior independent registered public accounting firm, Tama, Budaj & Raab, P.C.

disclosed on a Form 8-K filed with the U.S.

Securities and Exchange Commission on April 10, 2020, GBQ Partners LLC was appointed as

our independent registered accounting firm effective April 8, 2020.

Our prior independent registered public accounting firm, Tama,

Budaj & Raab, P.C.

Certified Public Accountants (“TBR”), resigned as effective April 8, 2020.

On a combined basis, 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 years ended September 27, 2020 and September 29, 2019 were approximately $46,000 and $42,000, respectively.

The aggregate fees billed by TBR, for professional services rendered for tax compliance, tax advice and tax planning for the years ended September 27, 2020 and September 29, 2019 were approximately $6,500 and $6,500, respectively.

All Other Fees

Our independent registered public accounting firms billed no other fees for the years ended September 27, 2020 and September 29, 2019.

Audit Committee Pre-Approval Policies and Procedures

The audit committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services do not impair the registered public accounting firm’s independence.

a combined basis, 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 years ended October 3, 2021 and September 27, 2020 were approximately $55,000 and $48,500, respectively.

aggregate fees billed by TBR, for professional services rendered for tax compliance, tax advice and tax planning for the years ended

October 3, 2021 and September 27, 2020 were approximately $13,000 and $6,500, respectively.

independent registered public accounting firms billed no other fees for the years ended October 3, 2021 and September 27, 2020.

Committee Pre-Approval Policies and Procedures

audit committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting

firm in order to assure that the provision of such services do not impair the registered public accounting firm’s independence.

Articles of Incorporation of Great American Family Parks, Inc.

7 unchanged sentences

Amended Bylaws of the Company as of June 12, 2012 (incorporated by reference to the Report on Form 8-K filed by with the Securities and Exchange Commission on July 16, 2012).

21.1 Subsidiaries of the Registrant.

23.1 Consent of GBQ Partners LLC dated December 15, 2020.

23.2 Consent of Tama, Budaj & Raab, P.C.

Certified Public Accountants dated December 15, 2020.

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.

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.

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

December 15, 2020 by the undersigned, thereunto duly authorized.

of the Registrant.

of GBQ Partners LLC dated December 9, 2021.

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.

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.

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.

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.

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of

9, 2021 by the undersigned, thereunto duly authorized.

AMERICA, INC.

/s/ Dale Van Voorhis

Dale Van Voorhis

Chief Executive Officer and Director

(Principal Executive Officer)

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.

/s/ Dale Van Voorhis

Executive Officer and Director

Executive Officer)

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.

Dale Van Voorhis

Chief Executive Officer and Director

December 15, 2020

(Principal Executive Officer)

/s/ John Gannon

December 15, 2020

/s/ William Jump

December 15, 2020

/s/ Charles Kohnen

Executive Officer and Director

Executive Officer)

Charles Kohnen

December 15, 2020

/s/ Jeffery Lococo

Jeffery Lococo

Secretary and Director

December 15, 2020

Chief Financial Officer and Director

December 15, 2020

(Principal Financial Officer)

Financial Officer and Director

Financial Officer)

AMERICA, INC.

and SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements of Parks!

TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements of Parks!

America and Subsidiaries

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of September 27, 2020 and September 29, 2019

Consolidated Statements of Operations for the years ended September 27, 2020 and September 29, 2019

Consolidated Statement of Changes in Stockholders’ Equity for the years ended September 27, 2020 and September 29, 2019

Consolidated Statements of Cash Flows for the years ended September 27, 2020 and September 29, 2019

Notes to the Consolidated Financial Statements

Board of Directors and Shareholders

America, Inc.

Report of Independent Registered Public Accounting Firm

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Parks!

America, Inc.

(the “Company”) as of September 27, 2020, the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, and related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 27, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GBQ Partners LLC

GBQ Partners LLC

We have served as the Company’s auditor since 2020.

Columbus, Ohio

December 15, 2020

Tama, Budaj & Raab P.C.

Certified Public Accountants

Phone (248) 626-3800

32783 Middlebelt Rd

Farmington Hills, MI 48334

www.tbrcpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Independent Registered Public Accounting Firm

Balance Sheets as of October 3, 2021 and September 27, 2020

Statements of Operations for the years ended October 3, 2021 and September 27, 2020

Statement of Changes in Stockholders’ Equity for the years ended October 3, 2021 and September 27, 2020

Statements of Cash Flows for the years ended October 3, 2021 and September 27, 2020

to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

of Directors and Shareholders

America, Inc.

Pine Mountain, Georgia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Parks!

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Parks!

America, Inc.

and Subsidiaries (“the Company”) as of September 29, 2019, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2019 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

(the “Company”) as of October 3, 2021 and

September 27 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended,

and related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of October 3, 2021 and

September 27, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

We believe that our audits provide a reasonable basis for our opinion.

/s/ Tama, Budaj & Raab , P .

Tama, Budaj & Raab, P.C.

We served as the Company’s auditors from 2015 through 2019

Farmington Hills, Michigan

December 12, 2019

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit

matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Redemption Rate Used to Determine Online Ticket Sales for Deferred Revenue

can purchase online admission tickets in advance of their visit.

These tickets can be used anytime during a twelve month period following

the date of the ticket purchase.

For such purchases, the Company estimates a redemption rate based on historical experience and other

factors and assumptions the Company believes to be customary and reasonable.

The remaining portion of online ticket sales represents

tickets expected to go unused.

The Company recognizes a pro-rata portion of the expected unused ticket revenue over time.

reviews the estimated redemption rate on an ongoing basis and revises it as necessary.

As of October 3, 2021, $192,801 of deferred revenue

related to the consideration received for advance online ticket sales.

identified the evaluation of the estimated redemption rate used to determine deferred revenue for online ticket sales as a critical audit

Subjective auditor judgment was required to evaluate the effect of historical customer usage patterns on the estimated rate of

future use assumption.

following are the primary procedures we performed to address this critical audit matter.

We obtained an understanding and evaluated the

design of controls over the Company’s process to develop the estimated redemption rate.

We evaluated historical periods’

ticket redemption activity for indication of significant changes in customer behavior and to determine whether changes in the historical

activity were consistent with changes in the Company’s business that impact the estimated redemption rate assumption.

trends of customers’ historical redemption patterns to the Company’s estimated redemption rate assumption.

We assessed the

outstanding online ticket data utilized by the Company to derive the redemption rate assumption by comparing it to relevant underlying

documentation.

GBQ Partners LLC

have served as the Company’s auditor since 2020.

AMERICA, INC.

and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of September 27, 2020 and September 29, 2019

September 27,

September 29,

Prepaid expenses

Total current assets

Property and equipment, net

Intangible assets, net

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

Other current liabilities

Current portion of long-term debt, net

Total current liabilities

Long-term debt, net

Total liabilities

Stockholders’ equity

Common stock;

BALANCE SHEETS

of October 3, 2021 and September 27, 2020

current assets

and equipment, net

AND STOCKHOLDERS’ EQUITY

current liabilities

portion of long-term debt, net

current liabilities

Stockholders’

300,000,000 shares authorized,

2 unchanged sentences

shares issued and outstanding, respectively

Capital in excess of par

Treasury stock

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

in excess of par

stockholders’ equity

liabilities and stockholders’ equity

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

AMERICA, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended September 27, 2020 and September 29, 2019

For the year ended

September 27,

September 29,

Sale of animals

Total net sales

Cost of sales

Selling, general and administrative

Depreciation and amortization

Tornado damage and expenses, net

Loss on disposal of operating assets, net

Income from operations

Other income, net

Interest expense

Income before income taxes

Income tax provision

Income per share - basic and diluted

Weighted average shares

STATEMENTS OF OPERATIONS

the Years Ended October 3, 2021 and September 27, 2020

the year ended

general and administrative

and amortization

damage insurance recovery

on disposal of operating assets

from operations

on extinguishment of debt

before income taxes

tax provision

per share - basic and diluted

average shares

outstanding (in 000’s) - basic and diluted

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

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

AMERICA, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended September 27, 2020 and September 29, 2019

Excess of Par

Balance at September 30, 2018

Issuance of common stock to Directors

Net income for the year

ended September 29, 2019

Balance at September 29, 2019

Issuance of common stock to Directors

Net income for the year

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Years Ended October 3, 2021 and September 27, 2020

at September 29, 2019

of common stock to Directors

income for the year

ended September 27, 2020

Balance at September 27, 2020

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

at September 27, 2020

Beginning balance, value

of common stock to Directors

income for the year

ended October 3, 2021

at October 3, 2021

balance, value

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

AMERICA, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended September 27, 2020 and September 29, 2019

For the year ended

September 27,

September 29,

OPERATING ACTIVITIES:

Reconciliation of net income to net cash

provided by operating activities:

Depreciation and amortization expense

Interest expense - debt financing cost amortization

Interest expense - loan discount amortization

Tornado damage asset write-offs

Loss on disposal of assets

Stock-based compensation

Changes in assets and liabilities

(Increase) decrease in inventory

(Increase) decrease in prepaid expenses

Increase (decrease) in accounts payable

Increase (decrease) in other current liabilities

Net cash provided by operating activities

INVESTING ACTIVITIES:

Acquisition of property and equipment

Acquisition of Aggieland Safari, net of cash acquired

Proceeds from the disposition of property and equipment

Net cash used in investing activities

FINANCING ACTIVITIES:

Payments on 2018 Term Loan

Proceeds from 2020 Term Loan

Proceeds from Paycheck Protection Program Loans

Debt financing costs

Net cash provided by (used in) financing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

Non-Cash Investing and Financing Activities:

Note to Seller of Aggieland Safari

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

STATEMENTS OF CASH FLOWS

the Years Ended October 3, 2021 and September 27, 2020

the year ended

Reconciliation

of net income to net cash provided by operating activities:

and amortization expense

expense - debt financing cost amortization

expense - loan discount amortization

on disposal of assets

on extinguishment of debt

in assets and liabilities

decrease in accounts receivable

decrease in inventory

decrease in prepaid expenses

(decrease) in accounts payable

(decrease) in other current liabilities

cash provided by operating activities

of property and equipment

of Aggieland Safari

( 6,373,500 )

registrations

from the disposition of property and equipment

cash used in investing activities

( 6,881,077 )

on 2018 Term Loan

( 1,164,113 )

on 2020 Term Loan

( 1,173,589 )

on 2021 Term Loan

of Note to Seller of Aggieland Safari

from 2021 Term Loan

from 2020 Term Loan

from Paycheck Protection Program Loans

financing costs

cash (used in) provided by financing activities

( 1,200,162 )

increase in cash

at beginning of period

at end of period

Cash Flow Information:

paid for interest

paid for income taxes

Investing and Financing Activities:

to Seller of Aggieland Safari

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

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

America, Inc.

(“Parks!” or the “Company”) was originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., 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.

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.

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.

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

America, Inc.

The Company owns and operates through wholly owned subsidiaries three regional theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States.

The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc.

a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”).

Company owns and operates through wholly owned subsidiaries three regional theme parks and is in the business of acquiring, developing

and operating local and regional theme parks and attractions in the United States.

The Company’s wholly owned subsidiaries are

Wild Animal Safari, Inc.

a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation

(“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”).

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”).

Aggieland Wild Animal – Texas owns and operates the Aggieland Wild Animal Safari theme park near Bryan/College Station, Texas (the “Texas Park”).

The Company acquired the Georgia Park on June 13, 2005, the Missouri Park on March 5, 2008, and the Texas Park on April 27, 2020.

The Parks are open year round but experience increased seasonal attendance, typically beginning in the latter half of March through early September.

As a result, our combined third and fourth quarter net sales have historically ranged from 68% to 72% of our annual net sales.

In March 2020, the World Health Organization characterized COVID-19, a disease caused by a novel strain of a coronavirus, as a pandemic.

The rapid spread of COVID-19 has resulted in governmental authorities throughout the United States implementing a variety of containment measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns.

Wild Animal – Missouri owns and operates the Wild Animal Safari theme park located in Strafford, Missouri (the “Missouri

Aggieland Wild Animal – Texas owns and operates the Aggieland Wild Animal Safari theme park near Bryan/College Station,

Texas (the “Texas Park”).

The Company acquired the Georgia Park on June 13, 2005, the Missouri Park on March 5, 2008, and

the Texas Park on April 27, 2020.

Company’s Parks are open year round, but experience increased seasonal attendance, typically beginning in the latter half of March

through early September.

As a result, combined third and fourth quarter net sales have historically ranged from 68% to 72% of annual

attendance based net sales.

For the Company’s 2021 fiscal year, the first full year including Aggieland Safari, combined third

and fourth quarter net sales were approximately 60% of annual attendance based net sales.

March 2020, the World Health Organization characterized COVID-19, a disease caused by a novel strain of a coronavirus, as a pandemic.

The rapid spread of COVID-19 has resulted in governmental authorities throughout the United States implementing a variety of containment

measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns.

The COVID-19 pandemic and these containment measures have had, and could continue to have, a material impact on the Company’s business.

The rapid acceleration of the COVID-19 pandemic in the United States occurred at the beginning of the Company’s annual high season.

The Company began to see a significant reduction in paid attendance at its Georgia and Missouri Parks beginning the week of March 9, 2020.

Effective April 3, 2020, the Company’s Georgia and Missouri Parks were closed to the public as a result of shelter-in-place mandates in Georgia and Missouri.

Also note that prior to the Company’s acquisition of the Texas Park, its operations were also closed to the public for the majority of April 2020 due to a shelter-in-place mandate in Texas.

In compliance with respective state issued guidelines, the Georgia Park and the Texas Park each reopened on May 1, 2020, and the Missouri Park reopened on May 4, 2020.

Subsequent to reopening, attendance levels have been strong at each of the Company’s three Parks from mid-May through the end of its 2020 fiscal year.

However, there may be longer-term negative impacts to the Company’s business, results of operations and cash flows, and financial condition as a result of the COVID-19 pandemic.

These negative impacts include changes in customer behavior and preferences causing significant volatility or reductions in Park attendance, increases in operating expenses to comply with additional hygiene-related protocols, limitations in our ability to recruit and maintain staffing, limitations on our employees ability to work and travel, and significant changes in the economic or political conditions in the areas the Company’s Parks are located.

Despite the Company’s efforts to manage these impacts, the ultimate impact may be material, and will depend on a number of factors beyond its control, including the duration and severity of the COVID-19 pandemic and actions by governmental authorities taken to contain its spread and mitigate its public health effects.

rapid acceleration of the COVID-19 pandemic in the United States occurred at the beginning of the Company’s annual high season.

Beginning the week of March 9, 2020, the Company began to see a significant reduction in paid attendance at its Georgia and Missouri

Effective April 3, 2020, the Company’s Georgia and Missouri Parks were closed as a result of shelter-in-place mandates in

Georgia and Missouri.

Also note that prior to the acquisition of the Texas Park, its operations were suspended for the majority of April

2020 due to a shelter-in-place mandate in Texas.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION (CONTINUED)

compliance with respective state issued guidelines, the Georgia Park and the Texas Park each reopened on May 1, 2020, and the Missouri

Park reopened on May 4, 2020.

Subsequent to reopening, attendance levels were strong at each of the Company’s three Parks for the

balance of its 2020 fiscal year, which continued throughout its 2021 fiscal year in comparison to pre-COVID-19.

However, there may be

longer-term negative impacts to the Company’s business, results of operations and cash flows, and financial condition as a result

of the COVID-19 pandemic.

These negative impacts may include changes in customer behavior and preferences causing significant volatility

or reductions in Park attendance, increases in operating expenses to comply with additional hygiene-related protocols, limitations in

the Company’s ability to recruit and maintain staffing, limitations on the Company’s employees ability to work and travel,

and significant changes in the economic or political conditions in the areas the Company’s Parks are located.

Despite the Company’s

efforts to manage these potential impacts, the ultimate impact may be material, and will depend on a number of factors beyond its control,

including the duration and severity of the COVID-19 pandemic and actions by governmental authorities taken to contain its spread and

mitigate its public

health effects.

There is also the potential for attendance levels at the Company’s Parks to moderate or decline as alternative

entertainment venues reopen to full capacity once the COVID-19 pandemic has run its course or vaccines are widely adopted and proven

While attendance based net sales remain strong versus the comparable pre-COVID-19 period, the Company experienced a decline

in attendance based net sales and attendance for weeks 32 through 53 of its 2021 fiscal year versus the comparable period of its 2020

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The Company’s consolidated financial statements 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.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Wild Animal – Georgia, Wild Animal – Missouri and Aggieland Wild Animal – Texas).

All material inter-company accounts and transactions have been eliminated in consolidation.

Accounting Method:

of Presentation :

The Company’s consolidated financial statements 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.

of Consolidation :

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned

subsidiaries (Wild Animal – Georgia, Wild Animal – Missouri and Aggieland Wild Animal – Texas).

All inter-company accounts

and transactions have been eliminated in consolidation.

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

Estimates and Assumptions:

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.

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.

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 2020 fiscal year, September 27 was the closest Sunday, and for the 2019 fiscal year, September 29 was the closest Sunday.

Both fiscal years were comprised of 52-weeks.

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 2021 fiscal year, October 3 was the closest Sunday, and

for the 2020 fiscal year, September 27 was the closest Sunday.

The 2021 fiscal year was comprised of 53-weeks, while the 2020 fiscal

year was comprised of 52-weeks.

This fiscal calendar aligns the Company’s fiscal periods 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.

Business Combinations:

The Company’s acquisition of Aggieland Safari, on April 27, 2020, was accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations .

In purchase accounting, identifiable assets acquired and liabilities assumed, are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill.

In determining the fair values of assets acquired and liabilities assumed, the Company makes significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.

Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

Although estimates of fair value are based upon assumptions believed to be reasonable, actual results may differ.

ACQUISITION” for more information.

Financial and Concentrations Risk:

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.

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 theme parks are a payment upfront business;

therefore, the Company typically carries little or no accounts receivable.

The Company had no accounts receivable as of September 27, 2020 and September 29, 2019, respectively.

Inventory consists of gift shop items, animal food, and concession and park supplies, and is stated at the lower of cost or net realizable value.

Cost is determined on the first-in, first-out method.

The gross profit method is used to determine the change in gift shop inventory for interim periods.

Inventories are reviewed and reconciled annually, because inventory levels turn over rapidly.

The Company had inventory of $200,891 and $195,201 as of September 27, 2020 and September 29, 2019, respectively.

The Company maintains

its cash in bank deposit accounts, which at times may exceed federally insured limits.

Combinations :

The Company’s acquisition of Aggieland Safari, on April 27, 2020, was accounted for in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations .

In purchase accounting, identifiable assets acquired, and liabilities assumed, are recognized at their estimated fair values at the acquisition

date, and any remaining purchase price is recorded as goodwill.

In determining the fair values of assets acquired and liabilities assumed,

the Company makes significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.

estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates,

market prices and asset lives.

Although estimates of fair value are based upon assumptions believed to be reasonable, actual results

ACQUISITION” for more information.

Accounts Receivable :

The theme parks are primarily a payment upfront business;

therefore, the Company typically carries little

or no accounts receivable.

The Company had accounts receivable of $ 4,469 and $ 0 as of October 3, 2021 and September 27, 2020, respectively.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment:

Inventory consists of gift shop items, animal food, and concession and park supplies, and is stated at the lower of cost or net

realizable value.

Cost is determined on the first-in, first-out method.

The gross profit method is used to determine the change in gift

shop inventory for interim periods.

Inventories are reviewed and reconciled annually, because inventory levels turn over rapidly.

Company had inventory of $ 314,103 and $ 200,891 as of October 3, 2021 and September 27, 2020, respectively.

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 three to thirty-nine years.

Depreciation is computed on the straight-line method over the estimated

useful lives of the assets, which range from three to thirty-nine years.

A summary is included below.

September 27,

September 29,

not applicable

Mineral rights

Ground improvements

Buildings and structures

Animal shelters and habitats

Equipment - concession and related

Equipment and vehicles - yard and field

Vehicles - buses and rental

Rides and entertainment

Furniture and fixtures

Projects in process

Property and equipment, cost

Less accumulated depreciation

Property and equipment, net

Intangible Assets:

Intangible assets consist of franchising fees, which are reported at cost and are being amortized over a period of 60 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.

Other Current Liabilities:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

and structures

shelters and habitats

- concession and related

and vehicles - yard and field

- buses and rental

and entertainment

and equipment, cost

accumulated depreciation

( 4,303,792 )

( 3,718,919 )

and equipment, net

assets consist of tradename registrations, which are reported at cost and are being amortized over a period of 15 years.

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.

Current Liabilities :

The following is a breakdown of other current liabilities:

September 27,

September 29,

Deferred revenue

Accrued sales taxes

Accrued property taxes

Accrued income taxes

Accrued wages and payroll taxes

Other accrued liabilities

Other current liabilities

Financial Instruments:

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities or due to the fact they were entered into during the Company’s 2020 fiscal year.

Securities that are publicly traded are valued at their fair market value as of the balance sheet date presented.

Revenue Recognition:

The Company recognizes revenues in accordance with ASC 606, Revenues from Contracts with Customers .

Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(1) identify the contract with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocation the transaction price to the performance obligation in the contract;

and (5) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

SCHEDULE OF OTHER CURRENT LIABILITIES

wages and payroll taxes

property taxes

accrued liabilities

current liabilities

Instruments :

The carrying amounts of financial instruments are considered by management to be their estimated fair values due

to their short-term maturities or due to the fact they were entered into during the Company’s 2021 and 2020 fiscal years.

that are publicly traded are valued at their fair market value as of the balance sheet date presented.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenues from park admission fees are recognized at the point in time control transfers to the customer, which is generally when the customer accepts access to the park and the Company is entitled to payment.

Park admission fee revenues from advance online ticket purchases are deferred until the customers’ visit to the parks.

Revenues from retail and concession sales are generally recognized upon the concurrent receipt of payment and delivery of goods to the customer.

Protection Program Loan Accounting Policy :

Currently, there is no authoritative guidance under GAAP that addresses accounting

and reporting by a for-profit business entity that receives forgivable debt from a government entity.

Accordingly, management has elected

to recognize forgivable debt received from a government entity as debt until debt extinguishment occurs when the Company is legally released

from being the obligor.

Upon legal release as obligor, the Company will recognize the forgiven amount as income.

Recognition :

The Company recognizes revenues in accordance with ASC 606, Revenues from Contracts with Customers .

ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the

consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements

that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(1) identify the contract

with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocation the

transaction price to the performance obligation in the contract;

and (5) recognize revenue when (or as) the Company satisfies the performance

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is

entitled to in exchange for the goods or services it transfers to the customer.

from park admission fees are recognized at the point in time control transfers to the customer, which is generally when the customer

accepts access to the park and the Company is entitled to payment.

Park admission fee revenues from advance online ticket purchases are

deferred until the customers’ visit to the parks.

Park admission revenues for annual passes and memberships are deferred and recognized

as revenue on a pro-rata basis over the term of the pass or membership.

Revenues from retail and concession sales are generally recognized

upon the concurrent receipt of payment and delivery of goods to the customer.

Sales taxes billed and collected are not included in revenue.

The Company periodically sells surplus animals created from the natural breeding process that occurs within the parks.

All animal sales are reported as a separate revenue line item.

Animal sales are recognized at a point in time when control transfer to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the animal.

Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.

The Company provides disaggregation of revenue based on geography in “NOTE 10:

BUSINESS SEGMENTS”, as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Deferred revenues from advance online admission tickets were $273,386 and $100,704 as of September 27, 2020 and September 29, 2019, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets

Advertising and Marketing Costs:

The Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for the year ended September 27, 2020 and September 29, 2019 totaled $749,411 and $583,388, respectively.

Stock Based Compensation:

The Company recognizes stock based compensation costs on a straight-line basis over the requisite service period associated with the grant.

Company periodically sells surplus animals created from the natural breeding process that occurs within the parks.

All animal sales are

reported as a separate revenue line item.

Animal sales are recognized at a point in time when control transfers to the customer,

which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery

of the animal.

Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the

Company provides disaggregation of revenue based on geography in “ Note 10:

Business Segments ”,

as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

revenues from advance online admission tickets, and season passes and memberships were $ 242,318 and $ 273,386 as of October 3, 2021 and

September 27, 2020, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets.

and Marketing Costs :

Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for the years ended October 3,

2021 and September 27, 2020 totaled $ 977,562

and $ 749,411 ,

respectively.

Based Compensation :

The Company recognizes stock based compensation costs on a straight-line basis over the requisite service

period associated with the grant.

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.

The Company typically awards its annual Director compensation around the end of each calendar year.

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 the Company’s Board of Directors on February 1, 2005, however, the Plan has not been submitted to the stockholders 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 and the Company did not submit the Plan for consideration to the Company’s stockholders at its last meeting of stockholders.

Income Taxes:

The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this 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.

The Company follows guidance issued by the FASB ASC 740, “Income Taxes”, with respect to accounting for uncertainty in income taxes.

A tax position is recognized as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than fifty percent likely of being realized on examination.

For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded.

The Company has no unrecognized tax benefits under guidance related to tax uncertainties.

The Company does not anticipate the unrecognized tax benefits will significantly change in the next twelve months.

Any tax penalties or interest expense will be recognized in income tax expense.

No interest and penalties related to unrecognized tax benefits were accrued as of September 27, 2020 or September 29, 2019.

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.

The Company typically awards its annual Director compensation around the end of

each calendar year.

Stock Option and Award Plan (the “Plan”) providing for incentive stock options and performance bonus awards for executives,

employees, and directors was approved by the Company’s Board of Directors on February 1, 2005, however, the Plan has not been submitted

to the stockholders 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 and the Company

did not submit the Plan for consideration to the Company’s stockholders at its last meeting of stockholders.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

Basic and diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the applicable weighted average number of common shares outstanding in each period.

Dividend Policy:

The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of

deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this 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.

Company follows guidance issued by the FASB ASC 740 with respect to accounting for uncertainty in income taxes.

A tax position is recognized

as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax

examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than fifty percent likely

of being realized on examination.

For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded.

The Company has no unrecognized tax benefits under guidance related to tax uncertainties.

The Company does not anticipate the unrecognized

tax benefits will significantly change in the next twelve months.

Any tax penalties or interest expense will be recognized in income

No interest and penalties related to unrecognized tax benefits were accrued as of October 3, 2021 or September 27, 2020.

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 diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the applicable

weighted average number of common shares outstanding in each period.

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

Recent Accounting Pronouncements:

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“Update 2019-12”) , which removes certain exceptions for investments, intraperiod allocations and interim tax calculations, and adds guidance to reduce the complexity in accounting for income taxes.

Update 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted.

The various amendments in Update 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending upon the amendment.

The Company is in the process of evaluating the impact of this amendment on our consolidated financial statements;

however, it is not anticipated to be material.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

ASC 2016-16 is effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those annual reporting periods.

Accounting Pronouncements :

Losses – Financial Instruments

June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses

(Topic 326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit

losses for financial assets held, replacing the existing incurred loss model.

ASU 2016-13 is effective for annual reporting periods

beginning after December 15, 2022, including interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional relief through specific exceptions and practical expedients for transitioning away from reference rates that are expected to be discontinued.

The relief generally applies to eligible modifications of contractual terms that change (or have the potential to change) the amount or timing of contractual cash flows related to replacement of a reference rate.

The relief allows such modifications to be accounted for as continuations of existing contracts without additional analysis.

The optional relief is available from March 2020 through December 31, 2022.

The Company is currently evaluating the impact of this ASU.

Equity Securities, Equity Method Investments and Certain Derivatives

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815.” This ASU clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives.

The effective date of the standard will be for annual periods beginning after December 15, 2020, and interim periods within those fiscal years.

The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures.

Except as noted, 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.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes , which simplifies

the accounting for income taxes by removing certain exceptions to the general principals in ASC 740, and also clarifies and amends existing

guidance to improve consistent application.

The provisions ASU 2019-12 are effective for the Company’s financial statements no

later than the fiscal year beginning October 4, 2021.

The Company is in the process of evaluating the impact of this amendment on its

consolidated financial statements;

however, it is not anticipated to be material.

as noted, 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.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

On April 27, 2020, the Company, through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, acquired substantially all the assets of Aggieland Safari LLC, Ferrill Creek Ranch LLC, and Vernell Investments LLC (combined the “Aggieland Assets”), primarily consisting of the Aggieland Safari Adventure Zoo and Safari Park (“Aggieland Safari”), including animal inventory, real estate, mineral rights, and certain equipment and other assets necessary to operate Aggieland Wild Animal – Texas.

Aggieland Wild Animal – Texas is situated on 250 acres of a 450-acre property, located approximately 25 miles northeast of Bryan/College Station, Texas and 120 miles northwest of downtown Houston.

The total purchase price for the Aggieland Assets was $7,102,000, after determination of the fair value of the seller note.

The transaction was financed with a $5,000,000 loan (the “2020 Term Loan”) from First Financial Bank, N.A.

(“First Financial”), a seller note with a face value of $750,000 (the “Aggieland Seller Note”), and cash totaling $1,375,000.

The 2020 Term Loan is secured by substantially all of the Aggieland Assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021.

The Aggieland Seller Note represents a deferred portion of the purchase price, bears no interest, has a maturity date of June 30, 2021, and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $728,500 for the Aggieland Seller Note as of April 27, 2020.

The following table sets forth the purchase consideration paid to the members of Aggieland Safari and the amount of assets acquired and liabilities assumed as of the acquisition date:

Sources of consideration paid to Aggieland Safari Members:

Cash advances

Cash at closing

2020 Term Loan

Aggieland Seller Note

Less cash received

Total consideration

Preliminary purchase price allocation:

Property and equipment

Deferred revenue

Total net assets acquired

The purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the acquisition date.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 27, 2020 , the Company, through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, acquired substantially all

the assets of Aggieland Safari LLC, Ferrill Creek Ranch LLC, and Vernell Investments LLC (combined the “Aggieland Assets”),

primarily consisting of the Aggieland Safari Adventure Zoo and Safari Park (“Aggieland Safari”), including animal inventory,

real estate, mineral rights, and certain equipment and other assets necessary to operate Aggieland Wild Animal – Texas.

Wild Animal – Texas is situated on 250 acres of a 450-acre property, located approximately 25 miles northeast of Bryan/College

Station, Texas and 120 miles northwest of downtown Houston.

The total purchase price for the Aggieland Assets was $ 7.10 million, after

determination of the fair value of the seller note.

The transaction was financed with a $ 5.00 million loan (the “2020 Term Loan”)

from First Financial Bank, N.A.

(“First Financial”), a seller note with a face value of $ 750,000 (the “Aggieland Seller

Note”), and cash totaling $ 1.38 million.

The 2020 Term Loan is secured by substantially all the Aggieland Assets, as well as guarantees

from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0 % per annum, has a maturity date of April 27,

2031 , and required interest only monthly payments through April 2021.

The Aggieland Seller Note represented a deferred portion of the

purchase price, bore no interest, matured on June 30, 2021, and was secured by a second priority subordinated lien and security interest

in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $ 728,500

for the Aggieland Seller Note as of April 27, 2020.

following table sets forth the purchase consideration paid to the members of Aggieland Safari and the amount of assets acquired and liabilities

assumed as of the acquisition date:

SCHEDULE OF SOURCES OF CONSIDERATION PAID TO AGGIELAND SAFARI MEMBERS

of consideration paid to Aggieland Safari Members:

cash received

consideration

price allocation:

SCHEDULE OF PURCHASE PRICE ALLOCATION

and equipment

net assets acquired

purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed as

of the acquisition date.

The determination of estimated fair value requires management to make significant estimates and assumptions.

The following table presents supplemental pro forma information for the years ended September 27, 2020 and September 29, 2019 as if the acquisition had occurred at the beginning of the Company’s 2019 fiscal year.

The unaudited pro forma information includes adjustments for depreciation expense on property and equipment acquired, interest expense on debt incurred related to the acquisition, and the related income tax effects, as well as the elimination of property and equipment impairment charges recorded by Aggieland Safari prior to the acquisition.

The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected at the beginning of the Company’s 2019 fiscal year.

For the year ended

September 27, 2020

September 29, 2019

Total net sales

Income per share - basic and diluted

following table presents supplemental pro forma information for the year ended September 27, 2020 as if the acquisition had occurred

at the beginning of the Company’s 2020 fiscal year.

The unaudited pro forma information includes adjustments for depreciation expense

on property and equipment acquired, interest expense on debt incurred related to the acquisition, and the related income tax effects,

as well as the elimination of property and equipment impairment charges recorded by Aggieland Safari prior to the acquisition.

forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been

effected at the beginning of the Company’s 2020 fiscal year.

SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION

the year ended

per share - basic and diluted

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT

On April 27, 2020, the Company acquired Aggieland Wild Animal – Texas, see “NOTE 3.

ACQUISITION”, financing the transaction with the 2020 Term Loan from First Financial and the Aggieland Seller Note.

The 2020 Term Loan in the original principal amount of $5,000,000 from First Financial is secured by substantially all of the Aggieland Wild Animal – Texas assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021.

The Company paid a total of approximately $62,375 in fees and expenses in connection with the 2020 Term Loan.

The Aggieland Seller Note represents a deferred portion of the purchase price, has a face value of $750,000, bears no interest, has a maturity date of June 30, 2021, and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $728,500 for the Aggieland Seller Note as of April 27, 2020 and the resulting $21,500 discount will be amortized as interest expense over the 14 month period until the note matures.

Including the remaining unamortized discount, the recorded value of the Aggieland Seller Note as of September 27, 2020 was $736,015.

On July 11, 2018, the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the “2018 Refinancing”) with Synovus Bank (“Synovus”).

The 2018 Refinancing included a term loan in the original principal amount of $1,600,000 (the “2018 Term Loan”).

The 2018 Term Loan bears interest at a rate of 5.0% per annum and is payable in monthly payments of approximately $22,672, based on a seven year amortization period.

The 2018 Term Loan has a maturity date of June 11, 2021, with an option to renew at 5.0% per annum for an additional 49-month term.

June 18, 2021, the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the

“2021 Refinancing”) with Synovus Bank (“Synovus”).

The 2021 Refinancing included a term loan in the original

principal amount of $ 1.95 million (the “2021 Term Loan”).

The 2021 Term Loan bears interest at a rate of 3.75 % per annum

and is payable in monthly installments of approximately $ 26,480 , based on a seven-year amortization period.

The 2021 Term Loan has a

maturity date of June 18, 2028 .

The 2021 Term Loan is secured by a security deed on the assets of Wild Animal – Georgia.

paid a total of approximately $ 1,514 in fees and expenses in connection with the 2021 Refinancing.

The outstanding balance of the 2021

Term Loan was $ 1.89 million as of October 3, 2021.

July 11, 2018 , the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the

“2018 Refinancing”) with Synovus.

The 2018 Refinancing included a term loan in the original principal amount of $ 1.6 million

(the “ 2018 Term Loan ”).

The 2018 Term Loan had an interest rate of 5.0 % per annum and was payable in monthly payments of

approximately $ 22,672 , based on a seven-year amortization period.

The 2018 Term Loan had a maturity date of June 11, 2021 , with an option

to renew at 5.0% per annum for an additional 49-month term.

The 2018 Term Loan was secured by a security deed on the assets of Wild Animal

The Company paid a total of approximately $ 15,680 in fees and expenses in connection with the 2018 Refinancing.

The outstanding balance of the 2018 Term Loan was $1,164,113 as of September 27, 2020.

As a result of the significant negative economic impacts and uncertainties caused by the COVID-19 pandemic, Wild Animal – Georgia and Wild Animal – Missouri each applied for Paycheck Protection Program (“PPP”) loans.

On April 14, 2020 and April 16, 2020, the Company received two unsecured PPP loans totaling $188,087.

Including accrued interest, the principal outstanding on the Company’s PPP loans was $188,925 as of September 27, 2020.

The PPP was established under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law on March 27, 2020, and is administered by the U.S.

Small Business Administration (the “SBA”).

The term of the PPP loans is two years, with an interest rate of 1.0% per annum.

All payments are deferred for the first six months of these PPP loans, with accrued interest being added to the principal during the payment deferral period.

After the initial six-month deferral period, monthly principal and interest payments will be due until maturity for any portion of the PPP loans not forgiven.

Under the terms of the CARES Act, some or all of the PPP loan proceeds are eligible to be forgiven.

The amount of the PPP loans eligible to be forgiven are based on the use of the proceeds for payroll costs, mortgage interest, rent or utility costs, and the maintenance of employee and compensation levels, subject to limitations and ongoing rulemaking by the SBA.

While not assured, the Company anticipates a substantial portion of its PPP loan proceeds will be used for costs that are eligible for forgiveness, based on the current SBA guidelines.

The Company will continue to account for its PPP loans under their defined terms until such time as forgiveness is granted by the SBA.

Interest expense of $182,926 and $76,003 for the year ended September 27, 2020 and September 29, 2019, respectively, includes $12,120 and $2,240, respectively, of amortization of debt closing costs in each period.

September 27,

September 29,

Loan principal outstanding

unamortized debt financing costs

Gross long-term debt

Less current portion of long-term debt,

net of unamortized costs and discount

Long-term debt

2021 Term Loan replaced the Company’s 2018 Term Loan with Synovus, which had an outstanding balance of $ 1.02 million, which was

paid off with the proceeds of the 2021 Term Loan.

27, 2020 , the Company acquired

Aggieland Wild Animal – Texas, see “NOTE 3.

ACQUISITION”, financing the transaction with the 2020

Term Loan from First Financial and

the Aggieland Seller Note.

The 2020 Term Loan in the original principal amount of $ 5.00

million from First Financial is

by substantially all the Aggieland Wild Animal – Texas assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of

per annum, has a maturity date

of April 27, 2031, and required interest only monthly payments through April 2021.

The 2020 Term Loan requires monthly payments of approximately

beginning in May 2021.

paid a total of approximately $ 62,375

in fees and expenses in connection

with the 2020 Term Loan.

30, 2021 , the Company used the

incremental proceeds of the 2021 Term Loan, combined with additional funds, to paydown $ 1.00

million against the 2020 Term Loan,

which had an outstanding balance of $ 3.83

million as of October 3, 2021.

The Company was in compliance with the liquidity and annual debt coverage ratio financial covenants of the 2020 Term Loan as of September

27, 2020 and October 3, 2021, and for the years then ended.

Aggieland Seller Note represented a deferred portion of the Aggieland Wild Animal – Texas purchase price, had a face value of $ 750,000 ,

bore no interest, matured on June 30, 2021, and was secured by a second priority subordinated lien and security interest in the acquired

mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $ 728,500 for the Aggieland

Seller Note as of April 27, 2020, with the resulting $ 21,500 discount amortized as interest expense over the period of the Aggieland

On June 29, 2021, the Company paid off the Aggieland Seller Note.

a result of the initial negative economic impacts and uncertainties caused by the COVID-19 pandemic, Wild Animal – Georgia and

Wild Animal – Missouri each applied for Paycheck Protection Program (“PPP”) loans.

On April 14, 2020 and April 16,

2020 , the Company received two unsecured PPP loans totaling $ 188,087 .

The PPP was established under the Coronavirus Aid, Relief, and

Economic Security (CARES) Act, which was signed into law on March 27, 2020, and is administered by the U.S.

Small Business Administration

The term of the PPP loans was two years, with an interest rate of 1.0 % per annum.

All payments were deferred

for the first twelve months of these PPP loans, with accrued interest being added to the principal during the payment deferral period.

Under the terms of the CARES Act, some or all the PPP loan proceeds were eligible to be forgiven, based on use for specified purposes,

subject to limitations and ongoing rulemaking by the SBA.

The Company applied for forgiveness of the full amount of both the Wild Animal

– Georgia and Wild Animal – Missouri PPP loans in March 2021.

Effective March 29, 2021 and May 25, 2021 the SBA approved

the Forgiveness Applications for Wild Animal – Georgia and Wild Animal – Missouri, respectively, including forgiveness of

accrued interest, resulting in a gain on extinguishment of debt totaling $ 189,988 , during the year ended October 3, 2021.

expense of $ 335,944 and

$ 182,926 for

the years ended October 3, 2021 and September 27, 2020, respectively, includes $ 16,366

and $ 4,603 ,

respectively, of debt financing costs amortization in each period.

In addition, interest expense for the years ended October 3,

2021 and September 27, 2020 includes $ 13,985

of loan discount amortization,

respectively.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT (CONTINUED)

As of September 27, 2020, the scheduled future principal maturities, by fiscal year, are as follows:

following table represents the aggregate of the Company’s outstanding long-term debt:

SCHEDULE OF DEBT

principal outstanding

unamortized debt financing costs

long-term debt

current portion of long-term debt,

of unamortized costs and discount

( 1,221,009 )

of October 3, 2021, the scheduled future principal maturities, by fiscal year, are as follows:

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

LINE OF CREDIT

On July 11, 2018, the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed the 2018 Refinancing with Synovus.

The 2018 Refinancing includes a line of credit of up to $350,000 (the “2018 LOC”).

The 2018 LOC bears interest at a rate of 4.75% and interest only payments are due monthly.

The 2018 LOC is secured by a security deed on the assets of Wild Animal – Georgia.

The 2018 LOC matures on July 11, 2021, with an option to renew for an additional three-year term.

If necessary, the Company intends to utilize the 2018 LOC to fund seasonal working capital needs.

As of September 27, 2020 and September 29, 2019, respectively, there was no outstanding balance against the Company’s LOC.

When applicable, any advance on a Company LOC is recorded as a current liability.

11, 2018 , the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed the 2018 Refinancing with Synovus .

The 2018 Refinancing included a line of credit of up to $ 350,000 (the “2018 LOC”).

The 2018 LOC was scheduled to mature July

11, 2021 , with an option to renew for an additional three-year term .

On June 18, 2021 , the Company, through its wholly owned subsidiary

Wild Animal – Georgia, completed the 2021 Refinancing with Synovus, which in part replaced the 2018 LOC.

The Company elected to

not renew the 2018 LOC, which had never been utilized.

STOCKHOLDERS’ EQUITY

Shares of common stock issued for service to the Company are valued based on market price on the date of issuance.

On December 5, 2019, the Company declared its annual compensation award to four Directors for their service on the Board of Directors.

Each Director was awarded $8,500, to be paid all in shares, all in cash or a combination thereof, at each Director’s election.

All four Directors elected to receive shares of the Company’s common stock, totaling 50,000 each, based on the closing stock price of $0.17 per share on December 5, 2019.

The total award cost of $34,000 was reported as an expense in the first quarter of the 2020 fiscal year, and the Company distributed each award on January 8, 2020.

On January 14, 2019, the Company declared its annual award to five Directors for their service on the Board of Directors.

Each Director was awarded 25,000 shares at $0.185 per share or the cash equivalent of $4,625.

Four Directors elected to receive shares of the Company’s common stock, while the estate of one Director elected to receive its award in cash.

The total award cost of $23,125 was reported as an expense in the second quarter of the 2019 fiscal year, and the Company distributed each award on January 16, 2019.

Officers, Directors and their controlled entities own approximately 52.6% of the outstanding common stock of the Company as of September 27, 2020.

of common stock issued for service to the Company are valued based on market price on the date of the award.

December 18, 2020, the Company declared its annual compensation award to six Directors for their service on the Board of Directors.

Director was awarded $ 10,000 , to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at

each Director’s election.

Four Directors elected to receive all shares, one Director elected to receive 50% in shares and 50% in

cash, and one Director elected all cash.

Based on the closing stock price of $ 0.4388 per share on December 18, 2020, a total of 102,550

shares were distributed on January 11, 2021.

The total compensation award cost of $ 60,000 was reported as an expense in the three month

period ended January 3, 2021.

December 5, 2019, the Company declared its annual compensation award to four Directors for their service on the Board of Directors.

Director was awarded $ 8,500 , to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at each

Director’s election.

All four Directors elected to receive all shares, totaling 200,000 shares, based on the closing stock price

of $ 0.17 per share on December 5, 2019, and the Company distributed each award on January 8, 2020.

The total award cost of $ 34,000 was

reported as an expense in the three month period ended December 29, 2019.

Directors and their controlled entities own approximately 52.8 % of the outstanding common stock of the Company as of October 3, 2021.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Employment Agreements:

as of June 1, 2020 , the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment

agreement (the “2020 Van Voorhis Employment Agreement”).

Pursuant to the 2020 Van Voorhis Employment Agreement, Mr.

Van Voorhis receives an initial base annual compensation in the amount of $100,000 per year, subject to annual review by the Board of Directors.

receives an initial base annual compensation in the amount of $ 100,000 per year, subject to annual review by the Board of Directors.

The 2020 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.

Effective as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years, with minimum annual compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three, and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Effective as of May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”) to serve as the Company’s Vice President of Safari Operations.

Newman had been the general manager of Wild Animal – Georgia since February 2011.

Van Voorhis to participate in any deferred compensation

plan the Company may adopt during the term of his employment with the Company.

as of January 1, 2019 , the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement

(the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years , with minimum annual

compensation of $ 70,000 in year one, $ 75,000 in year two and $ 80,000 in year three.

Effective January 1, 2021, Mr.

White’s annual

compensation was changed to $ 90,000 .

White is entitled to participate in any deferred compensation plan the Company may adopt during

the term of his employment with the Company.

as of May 1, 2018 , the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”)

to serve as the Company’s Vice President of Safari Operations.

Newman had been the general manager of Wild Animal – Georgia

since February 2011.

Pursuant to the Newman Employment Agreement, Mr.

Newman received an initial base annual compensation of $95,000 per year, subject to annual review by the Board of Directors.

Newman received an initial base annual compensation of $ 95,000

per year, subject to annual review by the Board of Directors.

Newman also received a $ 5,000 signing bonus.

Effective as of May 1, 2020, Mr.

Newman’s annual compensation was set at $108,000.

The Newman Employment Agreement has a term of five years and entitles Mr.

Effective as of May 1,

Newman’s annual compensation was changed to $ 108,000 .

The Newman Employment Agreement had a term of five years and entitled

Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

As of September 27, 2020, the Company has not adopted any deferred compensation plans.

Effective as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017 Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation in the amount of $135,000 per year.

On November 28, 2018, Mr.

Meikle passed away.

For the years ended September 27, 2020 and September 29, 2019, the Company reported a pre-tax profit of $3,693,869 and $1,495,438, respectively.

Effective October 31, 2021, Mr.

Newman resigned his employment with the Company.

of October 3, 2021, the Company has not adopted any deferred compensation plans.

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 ($ 116,667 in aggregate)

or (ii) in the event of a change in control of the Company ($ 381,667 in aggregate), as well as disability and death payment provisions

($ 95,000 in aggregate).

the years ended October 3, 2021 and September 27, 2020, the Company reported a pre-tax profit of $ 3.68 million and $ 3.69 million, respectively.

The Company’s provision for income taxes consists of the following:

For the year ended

September 27,

September 29,

Total tax provision

The Company’s provision for Federal income tax consists of the following:

For the year ended

Federal income tax benefit attributable to:

September 27,

September 29,

Current operations

State tax benefit

Net provision for Federal income taxes

For the fiscal years ended September 27, 2020 and September 29, 2019, the Company recorded a provision for State of Georgia income taxes of $185,600 and $107,400, respectively.

SCHEDULE OF PROVISION FOR INCOME TAX

the year ended

tax provision

Company’s provision for Federal income tax consists of the following:

SCHEDULE OF COMPONENTS OF FEDERAL INCOME TAX

income tax benefit attributable to:

the year ended

Provision at statutory rate

loan forgiveness benefit

provision for Federal income taxes

the fiscal years ended October 3, 2021 and September 27, 2020, the Company recorded a provision for State of Georgia income taxes of

$ 193,700 and $ 185,600 , respectively.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

On May 21, 2019, the Company’s Missouri Park was struck by a tornado and sustained property damage, primarily to the “walk about”, the more traditional zoo-like section of the park, as well as to several auxiliary buildings.

The park was closed at the time of this event and no employees were injured.

February 17, 2021, two children of James Meikle, the Company’s former President and Chief Operating Officer, filed a Complaint

in the Eighth Judicial District Court, Clark County, Nevada (case no.

A-21-829563-C), alleging the Company was obligated under Mr.

Employment Agreement to purchase at least $ 540,000 of life insurance for Mr.

Meikle, who passed away on November 28, 2018.

The Complaint

seeks damages of $ 540,000 , as well as interest and expenses.

The Company denies it was obligated to purchase such life insurance and

has raised other issues it believes are adverse to this claim.

The Company is vigorously opposing this claim.

May 21, 2019, the Company’s Missouri Park was struck by a tornado and sustained property damage, primarily to the “walk about”,

the more traditional zoo-like section of the park, as well as to several auxiliary buildings.

The park was closed at the time of this

event and no employees were injured.

While a few animals sustained non-life threatening injuries, no animals were killed or escaped.

As a result of the tornado damage, through September 29, 2019, the Company had written-off $56,339 related to the net book value of property destroyed and damaged, and incurred $24,105 of cleanup and repair expenses.

Through September 29, 2019, the Company had capitalized $66,376 of expenditures related to improvements associated with the tornado damage.

The Company capitalized an additional $71,478 of improvements associated with the tornado damage during the year ended September 27, 2020.

On April 15, 2020, the Company received $24,373 of insurance proceeds, partially offsetting the costs and expenses incurred in the recovery from the tornado damage.

On August 14, 2019, Marlton Wayne LP (“Marlton”) filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada (case no.

A-19-800214-8), seeking ten categories of documents from the Company.

This Complaint followed a letter from Marlton sent on July 22, 2019, demanding an inspection of certain books and records of the Company.

On March 13, 2020, the Company and Marlton entered into an agreement to dismiss the case without prejudice, with each party reserving their respective rights as related to attorney fees.

Except as described above, the Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of its business.

None of the Company’s directors, officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

a result of the tornado damage, through September 29, 2019, the Company had written-off $ 56,339 related to the net book value of property

destroyed and damaged, and incurred $ 24,105 of cleanup and repair expenses.

Through September 29, 2019, the Company had capitalized $ 66,376

of expenditures related to improvements associated with the tornado damage.

The Company capitalized an additional $ 71,478 of improvements

associated with the tornado damage during the year ended September 27, 2020.

On April 15, 2020, the Company received $ 24,373 of insurance

proceeds, partially offsetting the costs and expenses incurred in the recovery from the tornado damage.

as described above, the Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding,

that is not in the ordinary course of business or otherwise material to the financial condition of its business.

None of the Company’s

directors, officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.

BUSINESS SEGMENTS

The Company manages its operations on an individual location basis.

Discrete financial information is maintained for each Park and provided to 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.

The following tables present financial information regarding each of the Company’s reportable segments:

For the year ended

September 27,

September 29,

Total net sales:

Income (loss) before income taxes:

Segment total

Other income, net

Interest expense

Depreciation and amortization:

Capital expenditures

September 27,

September 29,

Total assets:

Company manages its operations on an individual location basis.

Discrete financial information is maintained for each Park and provided

to 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.

following tables present financial information regarding each of the Company’s reportable segments:

SCHEDULE OF REVENUE BY REPORTING SEGMENTS

the year ended

(loss) before income taxes:

on extinguishment of debt

Income before income taxes

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENTS (CONTINUED)

the year ended

and amortization:

and amortization

SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to September 27, 2020 to the date these financial statements were issued and has determined that no material subsequent events have occurred from the date of these consolidated financial statements through the date of filing.

Company has analyzed its operations subsequent to October 3, 2021 to the date these financial statements were issued and has determined

that no material subsequent events have occurred from the date of these consolidated financial statements through the date of filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures