PARKS AMERICA, INC 10-K

ITEM 9A. 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 Overview Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that: 1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk. 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 October 2, 2022. (c) Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting as of October 2, 2022. ITEM 9B. OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 20 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Our executive officers and directors are as follows: Name Age Title Lisa Brady 36 Chief Executive Officer and Director Todd R. White 60 Chief Financial Officer and Director Mark Whitfield 61 Executive Vice President Dale Van Voorhis 81 Chairman of the Board of Directors John Gannon 65 Director Charles Kohnen 55 Director Jeffery Lococo 65 Secretary and Director Rick Ruffolo 54 Director Lisa Brady Lisa Brady was appointed President and Chief Executive Officer of the Company effective November 14, 2022. Ms. Brady has served as a Director of the Company since November 2021. Ms. 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. For the decade proceeding her joining the Company, Ms. Brady served in a variety of leadership roles of increasing responsibility with Cedar Fair Entertainment Company including investor relations, strategic planning, M&A activities, resort and adjacent development and implementation of key growth initiatives. Prior to joining Cedar Fair Entertainment, Ms. Brady was a sell-side analyst at KeyBank Capital markets, covering the fitness, leisure and hospitality sector. Ms. Brady graduated summa cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award. Todd R. White Todd R. White was appointed the Chief Financial Officer of Parks! America in May 2013 and has served as a Director of the Company since January 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. Mr. 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 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. Mark Whitfield Mark Whitfield joined Parks! America, Inc. and was appointed Executive Vice President in September 2020. Mr. Whitfield’s 43 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. Mr. Whitfield brings extensive experience and consistent positive results in financial/EBITDA growth, employee development, marketing, operations and in-park revenue. Mr. Whitfield has BA in Communication and Political Science and a Master of Liberal Arts from Houston Baptist University. 21 Dale Van Voorhis Dale Van Voorhis currently serves as Chairman of the Company’s Board of Directors and as a special advisor to the CEO. Mr. Van Voorhis served as the Company’s interim President and CEO from June 1, 2022 until November 14, 2022. Mr. Van Voorhis served as the Company’s CEO from January 2011 through May 2022. Mr. Van Voorhis was re-appointed to our Board of Directors in March 2009 and served as the Company’s Chief Operating Officer from March 2009 until January 2011. Mr. 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. Mr. 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. Mr. Van Voorhis has over 55 years of experience in the amusement/entertainment industry. John Gannon John Gannon has served as a Director of the Company since December 2019 and was appointed Chairman of the Audit Committee in June 2021. Mr. Gannon has 33 years of experience in the amusement park, water park, and zoo industry. After 14 years of service, Mr. 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. During his time with Six Flags, Mr. Gannon served as Vice President of Finance, with responsibility over the eastern United States and Europe. Mr. Gannon started his career as a CPA with Ernst & Young. Mr. 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. Mr. Gannon earned a Bachelor of Science degree in Accounting from the University of Akron. Charles Kohnen Charles Kohnen has served as a Director of the Company since October 2010. Mr. Kohnen has a diverse business background including experience with planning and executing management strategies for turnaround companies. From 1998 to 2006 he was Managing Partner of Kohnen Realty Co., a real estate and stock investment company that he co-founded, where he was responsible for all aspects of the business including the coordination of all legal, accounting and buyout matters. Mr. Kohnen has also served as Chairman of a privately held restaurant located in Cincinnati, Ohio. Mr. 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. Jeffery Lococo Jeffery Lococo has served as a Director of the Company since May 2006 and was appointed Secretary of the Company in January 2011. Mr. Lococo is President of Lococo Company LLC, an industry-leading consulting firm in the amusement and resort industry segment. Mr. Lococo began his career with the Marriott Corporation theme park division and progressed through middle management to General Manager level in 1990 with Funtime. From 1994 to 2000, Mr. Lococo held various executive vice president level positions with Six Flags Inc. Mr. 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. Mr. Lococo has over 35 years of experience in the theme/water park, entertainment and hospitality industry. Rick Ruffolo Rick Ruffolo has served as a Director of the Company since November 2021 and was appointed Chairman of the Strategic Growth Committee in May 2022. Mr. Ruffolo has over three decades of consumer goods, specialty retail, marketing, innovation, and executive leadership experience. In his first twenty years, Mr. Ruffolo 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. Over the last eleven 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. Mr. 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. Louis. 22 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. 1. 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; 2. 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); 3. 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: i. 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; ii. Engaging in any type of business practice; or iii. 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; 4. 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; 5. 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; 6. 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; 7. 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: i. Any Federal or State securities or commodities law or regulation; or ii. 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; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. 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. 23 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; (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; and (4) undertaking the other matters required by applicable rules and regulations of the SEC. Our Audit Committee is comprised of three directors, John Gannon (Chairman), Charles Kohnen, and Dale Van Voorhis. The Board has determined that John Gannon 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 October 2, 2022. 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 three directors, John Gannon, Charles Kohnen, and Jeffery Lococo (Chairman). Our Compensation Committee met eight times during the twelve-month period ended October 2, 2022. Strategic Growth Committee Our Strategic Growth Committee was established effective May 31, 2022 and is responsible for: (1) working with the CEO to lead the development of a strategic plan and associated periodic updates, and annual goal setting; and (2) leading or assisting in the process of recruitment and hiring of key Company personnel. The Strategic Growth Committee is composed of three directors, Charles Kohnen, Rick Ruffolo (Chairman) and Dale Van Voorhis, and Lisa Brady works closely with this Committee Our Strategic Growth Committee met eight times during the twelve-month period ended October 2, 2022. 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. 24 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our other executive officers, for the years ended October 2, 2022, October 3, 2021 and September 27, 2020. Name & Principal Salary Bonus Stock Award Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation Total Position Year ($) ($) ($) ($) ($) ($) ($) ($) Dale Van Voorhis 2022 100,000 20,000 10,000 56 130,056 Chief Executive Officer and 2021 100,000 25,000 10,000 6 135,006 Director 2020 93,333 20,000 8,500 - 121,833 Mark Whitfield 2022 142,500 30,000 10,000 3,466 185,966 Executive Vice President 2021 135,000 - - 290 135,290 2020 2,596 10,000 - - 12,596 Michael D. Newman (1) 2022 14,000 - - - 14,000 Vice President of Safari 2021 108,000 25,000 - 3,661 136,661 Operations 2020 102,167 17,000 - 5,492 124,659 Todd R. White 2022 90,000 20,000 10,000 3,466 123,466 Chief Financial Officer and 2021 86,250 25,000 10,000 290 121,540 Director 2020 73,750 20,000 8,500 - 102,250 (1) Effective October 31, 2021, Mr. Newman resigned his employment with the Company. DIRECTOR COMPENSATION The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended October 2, 2022. Fees Earned or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation Total Name ($) Shares/($) ($) ($) ($) ($) ($) Dale Van Voorhis $ 10,000 - - - - - $ 10,000 $ - Lisa Brady - 4,018 - - - - $ 2,222 $ (2,222 ) John Gannon $ 5,000 13,562 - - - - $ 12,500 $ (7,500 ) Charles Kohnen - 18,083 - - - - $ 10,000 $ (10,000 ) Jeffery Lococo - 27,124 - - - - $ 15,000 $ (15,000 ) Richard Ruffolo - 4,018 - - - - $ 2,222 $ (2,222 ) Todd R. White - 18,083 - - - - $ 10,000 $ (10,000 ) Since 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. 25 Employment Agreements Effective November 14, 2022, the Company and Lisa Brady, the Company’s President and Chief Executive Officer, entered into an employment agreement (the “Brady Employment Agreement”). Pursuant to the Brady Employment Agreement, Ms. Brady receives an initial base annual compensation in the amount of $175,000 per year, subject to annual review by the Board of Directors. Ms. Brady is entitled to receive an annual Performance Incentive of up 25% of her base annual compensation, subject to performance milestones. Ms. Brady is also scheduled to receive awards of shares of Company stock, $50,000 after the first ninety days of employment, and $50,000, $60,000, $70,000 and $75,000 as of the last day of the Company’s fiscal year from its 2023 fiscal year through its 2026 fiscal year, respectively. The number of shares awarded is to be based on the average price of the Company’s stock on the date of the award. Each award will vest ratably over three year period. Ms. Brady also received a $5,000 sign-on bonus. The Brady Employment Agreement has a term of five years and entitles Mr. Brady to participate in any deferred compensation plan the Company may adopt during the term of her employment with the Company. Effective June 1, 2022, the Company and Dale Van Voorhis, the Company’s Chairman of the Board, entered into an employment agreement (the “2022 Van Voorhis Employment Agreement”). Mr. Van Voorhis has been part of the Company’s executive management since 2009 and most recently served as the Company’s Interim CEO until Ms. Brady was hired. Mr. Van Voorhis will serve as Special Advisor to the CEO through May 31, 2023. Pursuant to the 2022 Van Voorhis Employment Agreement, Mr. Van Voorhis receives annual compensation in the amount of $100,000 through May 31, 2023 and $50,000 from June 1, 2023 through May 31, 2024. In addition, Mr. Van Voorhis will serve as a member of the Company’s Strategic Growth and Audit Committees during the two year term of his employment with the Company. Effective January 1, 2022, the Company and Todd R. White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2022 White Employment Agreement”). Pursuant to the 2022 White Employment Agreement, Mr. White receives an initial base annual compensation in the amount of $90,000 per year, subject to annual review by the Board of Directors. The 2022 White Employment Agreement has a term of two years and entitles Mr. White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company. Each of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause ($371,667 in aggregate) or (ii) in the event of a change in control of the Company ($431,667 in aggregate), as well as disability and death payment provisions ($199,667 in aggregate). As of October 2, 2022, the Company has not adopted any deferred compensation plans. Effective 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. Mr. 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. Mr. Newman also received a $5,000 signing bonus. Effective as of May 1, 2020, Mr. Newman’s annual compensation was changed to $108,000. The Newman Employment Agreement had a term of five years. Effective October 31, 2021, Mr. Newman resigned his employment with the Company. Stock Option and Award Plan A Stock Option and Award Plan (the “Plan”) providing for incentive stock options and performance bonus awards for executives, employees, and directors was approved by our Board of Directors on February 1, 2005, 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. 26 ITEM 12. EQUITY COMPENSATION PLAN INFORMATION AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information relating to the ownership of common stock by (i) each person known by us 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 9, 2022. 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. Name Number of Shares Owned Percent (1) Title Lisa Brady 4,018 0.0 % Chief Executive Officer and Director Mark Whitfield 18,083 0.0 % Officer Todd R. White (2) 1,283,192 1.7 % Chief Financial Officer and Director Dale Van Voorhis 16,012,700 21.3 % Chairman of the Board of Directors Charles Kohnen (3) 22,229,208 29.5 % Director Jeffery Lococo 581,883 0.8 % Secretary and Director John Gannon 24,956 0.0 % Director Rick Ruffolo 4,018 0.0 % Director Focused Compounding Fund, LP 13,097,450 17.4 % 1700 Alma Drive, Suite 460 Plano, TX 75075 (1) Based upon shares of common stock issued and outstanding as of December 9, 2022, except that shares of common stock underlying options and warrants exercisable within 60 days of the date hereof are deemed to be outstanding. (2) 410,350 of the Company’s shares owned by Mr. White are held jointly with his spouse. (3) 15,468,700 of the Company’s shares owned by Mr. Kohnen are held jointly with his spouse. Officers, directors and their controlled entities, as a group, controlled approximately 53.4% of the outstanding common stock of the Company as of December 9, 2022. The information as to shares beneficially owned has been individually furnished by our respective directors, named executive officers and other stockholders, or taken from documents filed with the SEC. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Except as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company: ● Any of our directors or officers; ● Any person proposed as a nominee for election as a director; ● Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; ● Any of our promoters; and ● Any relative or spouse of any of the foregoing persons who has the same house as such person. Director Independence Of the members of the Company’s Board of Directors, John Gannon, Charles Kohnen, Jeffery Lococo and Rick Ruffolo are considered 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). 27 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees GBQ Partners LLC was appointed as our independent registered accounting firm effective April 8, 2020. Fees billed by our independent registered public accounting firm, 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 2, 2022 and October 3, 2021 were approximately $55,000 and $55,000, respectively. All Other Fees Our independent registered public accounting firm billed no other fees for the years ended October 2, 2022 and October 3, 2021. 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. 28 PART IV ITEM 15. EXHIBITS 3.1 Articles of Incorporation of Great American Family Parks, Inc. dated July 17, 2002 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005). 3.2 Amended Articles of Incorporation of Great American Family Parks, Inc. dated January 26, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005). 3.3 Bylaws of Great American Family Parks, Inc. dated January 30, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005). 3.4 Great American Family Parks 2005 Stock Option Plan dated February 1, 2005 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005). 3.5 Amended Bylaws of the Company, as of January 17, 2011 (incorporated by reference to the Annual Report on Form 10-KT filed by the Company on December 29, 2012). 3.6 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, 2022. 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. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 29 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of December 15, 2022 by the undersigned, thereunto duly authorized. PARKS! AMERICA, INC. By: /s/ Lisa Brady Lisa Brady 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. SIGNATURE TITLE DATE By: /s/ Lisa Brady Lisa Brady Chief Executive Officer and Director (Principal Executive Officer) December 15, 2022 By: /s/ Dale Van Voorhis Dale Van Voorhis Chairman of the Board December 15, 2022 By: /s/ John Gannon John Gannon Director December 15, 2022 By: /s/ Charles Kohnen Charles Kohnen Director December 15, 2022 By: /s/ Jeffery Lococo Jeffery Lococo Secretary and Director December 15, 2022 By: /s/ Rick Ruffolo Rick Ruffolo Director December 15, 2022 By: /s/ Todd R. White Todd R. White Chief Financial Officer and Director (Principal Financial Officer) December 15, 2022 30 ITEM 8 PARKS! AMERICA, INC. and SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements of Parks! America and Subsidiaries Page Report of Independent Registered Public Accounting Firm PCAOB ID 1808 F-2 Consolidated Balance Sheets as of October 2, 2022 and October 3, 2021 F-4 Consolidated Statements of Operations for the years ended October 2, 2022 and October 3, 2021 F-5 Consolidated Statement of Changes in Stockholders’ Equity for the years ended October 2, 2022 and October 3, 2021 F-6 Consolidated Statements of Cash Flows for the years ended October 2, 2022 and October 3, 2021 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Board of Directors and Shareholders Parks! 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 October 2, 2022 and October 3, 2021, 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 2, 2022 and October 3, 2021, 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. 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 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 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 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 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 statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matter The 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. Assessment of Impairment on Long Lived Assets As described in Note 2 of the consolidated financial statements, the Company’s long-lived tangible assets are stated at cost, less accumulated depreciation and amortization. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If such conditions are present, the Company determines if the assets are recoverable by comparing the sum of the undiscounted cash flows to the assets’ carrying amounts. If the carrying amounts are greater, then the assets are not recoverable. We identified the Company’s recoverability analyses of long lived assets as a critical audit matter because of the operating losses at the Missouri and Texas parks and the significant judgments made by management to estimate the recoverability of these groups of assets. A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions. Our audit procedures related to the recoverability analyses of these long-lived asset groups included obtaining an understanding and evaluating the procedures and assumptions utilized in management’s recoverability analyses. To test the Company’s estimated future undiscounted cash flow analyses, we performed audit procedures that included, among others, testing significant assumptions and the underlying data used by the Company in its recoverability analyses, and evaluating the methodologies applied by management. /s/ GBQ Partners LLC GBQ Partners LLC We have served as the Company’s auditor since 2020. Columbus, Ohio December 15, 2022 F- 3 PARKS! AMERICA, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of October 2, 2022 and October 3, 2021 October 2, 2022 October 3, 2021 ASSETS Cash $ 5,472,036 $ 6,654,348 Accounts receivable 4,405 4,469 Inventory 541,986 314,103 Prepaid expenses 170,782 175,248 Total current assets 6,189,209 7,148,168 Property and equipment, net 14,811,742 13,806,868 Intangible assets, net 79,565 10,966 Other assets 23,090 15,974 Total assets $ 21,103,606 $ 20,981,976 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities Accounts payable $ 267,567 $ 221,414 Other current liabilities 521,872 531,347 Current portion of long-term debt, net 732,779 699,483 Total current liabilities 1,522,218 1,452,244 Long-term debt, net 4,227,442 4,960,180 Total liabilities 5,749,660 6,412,424 Stockholders’ equity Common stock; 300,000,000 shares authorized, at $ .001 par value; 75,227,058 and 75,124,087 shares issued and outstanding, respectively 75,227 75,124 Capital in excess of par 4,987,762 4,934,212 Treasury stock - ( 3,250 ) Retained earnings 10,290,957 9,563,466 Total stockholders’ equity 15,353,946 14,569,552 Total liabilities and stockholders’ equity $ 21,103,606 $ 20,981,976 The accompanying notes are an integral part of these consolidated financial statements . F- 4 PARKS! AMERICA, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended October 2, 2022 and October 3, 2021 For the year ended October 2, 2022 October 3, 2021 Net sales $ 10,610,191 $ 11,655,658 Sale of animals 131,226 206,833 Total net sales 10,741,417 11,862,491 Cost of sales 1,446,640 1,489,196 Selling, general and administrative 7,217,892 5,817,986 Depreciation and amortization 782,987 704,016 Legal settlement 100,000 - (Gain) loss on disposal of operating assets ( 6,738 ) 90,105 Income from operations 1,200,636 3,761,188 Other income, net 91,276 65,314 Gain on extinguishment of debt - 189,988 Interest expense ( 261,621 ) ( 335,944 ) Income before income taxes 1,030,291 3,680,546 Income tax provision 302,800 882,000 Net income $ 727,491 $ 2,798,546 Income per share - basic and diluted $ 0.01 $ 0.04 Weighted average shares outstanding (in 000’s) - basic and diluted 75,186 75,094 The accompanying notes are an integral part of these consolidated financial statements. F- 5 PARKS! AMERICA, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended October 2, 2022 and October 3, 2021 Capital in Shares Amount Excess of Par Treasury Stock Retained Earnings Total Balance at September 27, 2020 75,021,537 $ 75,021 $ 4,889,316 $ ( 3,250 ) $ 6,764,920 $ 11,726,007 Issuance of common stock to Directors 102,550 103 44,896 - - 44,999 Net income for the year ended October 3, 2021 - - - - 2,798,546 2,798,546 Balance at October 3, 2021 75,124,087 75,124 4,934,212 ( 3,250 ) 9,563,466 14,569,552 Beginning balance 75,124,087 75,124 4,934,212 ( 3,250 ) 9,563,466 14,569,552 Issuance of common stock to Directors and an Officer 102,971 103 56,800 - - 56,903 Retirement of Treasury Stock ( 3,250 ) 3,250 - Net income for the year ended October 2, 2022 - - - - 727,491 727,491 Balance at October 2, 2022 75,227,058 $ 75,227 $ 4,987,762 $ - $ 10,290,957 $ 15,353,946 Ending balance 75,227,058 $ 75,227 $ 4,987,762 $ - $ 10,290,957 $ 15,353,946 The accompanying notes are an integral part of these consolidated financial statements. F- 6 PARKS! AMERICA, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended October 2, 2022 and October 3, 2021 For the year ended October 2, 2022 October 3, 2021 OPERATING ACTIVITIES: Net income $ 727,491 $ 2,798,546 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization expense 782,987 704,016 Amortization of right of use asset 154,831 - Interest expense - debt financing cost amortization 5,888 16,366 Interest expense - financing lease 6,032 - Interest expense - loan discount amortization - 13,985 Stock-based compensation 56,903 44,999 (Gain) loss on disposal of assets ( 6,738 ) 90,105 Gain on extinguishment of debt - ( 189,988 ) Changes in assets and liabilities (Increase) decrease in accounts receivable 64 ( 4,469 ) (Increase) decrease in inventory ( 227,883 ) ( 113,212 ) (Increase) decrease in prepaid expenses 4,466 ( 26,516 ) Increase (decrease) in accounts payable 46,153 42,929 Increase (decrease) in other current liabilities ( 9,475 ) ( 68,043 ) Net cash provided by operating activities 1,540,719 3,308,718 INVESTING ACTIVITIES: Acquisition of property and equipment ( 1,839,391 ) ( 988,901 ) Intangibles ( 32,500 ) ( 10,966 ) Proceeds from the disposition of property and equipment 15,053 39,943 Net cash used in investing activities ( 1,856,838 ) ( 959,924 ) FINANCING ACTIVITIES: Payments on 2020 Term Loan ( 455,068 ) ( 1,173,589 ) Payments on 2021 Term Loan ( 250,262 ) ( 60,946 ) Principal payments on finance lease obligation ( 160,863 ) - Payments on 2018 Term Loan - ( 1,164,113 ) Payment of Note to Seller of Aggieland Safari - ( 750,000 ) Proceeds from 2021 Term Loan - 1,950,000 Debt financing costs - ( 1,514 ) Net cash used in financing activities ( 866,193 ) ( 1,200,162 ) Net (decrease) increase in cash ( 1,182,312 ) 1,148,632 Cash at beginning of period 6,654,348 5,505,716 Cash at end of period $ 5,472,036 $ 6,654,348 Supplemental Cash Flow Information: Cash paid for interest $ 257,009 $ 323,197 Cash paid for income taxes $ 321,000 $ 926,750 The accompanying notes are an integral part of these consolidated financial statements. F- 7 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 1. ORGANIZATION Parks! America, Inc. (“Parks!” or 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”). 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 Company was originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., Inc. in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to Royal Pacific Resources, Inc. and its corporate domicile to the State of Nevada . On December 19, 2003, Royal Pacific Resources, Inc. acquired the assets of Great Western Parks LLC pursuant to a Share Exchange Agreement that resulted in the Company assuming control and changing the corporate name to Great American Family Parks, Inc. The acquisition was accounted for as a reverse acquisition in which Great Western Parks was considered the acquirer of Royal Pacific Resources for reporting purposes. On June 11, 2008, the Company changed its name from Great American Family Parks, Inc. to Parks! America, Inc. The Company’s Parks are open year round, but experience increased seasonal attendance, typically beginning in the latter half of March through early September. Combined third and fourth quarter attendance based net sales were 62.1% and 60.3% of annual attendance based net sales for the Company’s 2022 and 2021 fiscal years, respectively. COVID-19 Considerations In response to the outbreak of the COVID-19 pandemic, governmental authorities throughout the United States implemented 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 Company implemented several measures to mitigate the impacts of the pandemic on our business and financial position. During the initial shutdown period, the Company reduced staffing, applied for and received Paycheck Protection Program (“PPP”) loans and reduced discretionary spending. In addition, the Company delayed closing the Texas Park acquisition to renegotiate various terms, primarily focused on reducing the cash requirements of the acquisition in the subsequent year. In early April 2020, the Company’s Georgia and Missouri Parks closed to the public due to shelter-in-place mandates. In addition, the Company’s Texas Park, was closed to the public for the month prior to its acquisition, due to a shelter-in-place mandate. In compliance with respective state issued guidelines, each of the Company’s parks reopened in early May 2020. After reopening, attendance levels increased significantly at each of the Company’s parks for the balance of its 2020 fiscal year, which continued throughout its 2021 fiscal year in comparison to comparable pre-COVID-19 periods. While attendance based net sales remain higher compared to comparable pre-COVID-19 periods, the Company experienced a decline in comparable year-over-year attendance based net sales and attendance for the last 22 weeks of its 2021 fiscal year and for its entire 2022 fiscal year, respectively. As the COVID-19 pandemic illustrates, the Company’s future operations are dependent on factors outside of management’s knowledge or control, including the duration and severity of this pandemic or similar public health risks. Although we have experienced attendance gains and strong cash flows subsequent to reopening our parks after the initial closures at the beginning of the pandemic, 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, increases in operating expenses to meet consumer expectations and perceptions, limitations in our ability to recruit and maintain staffing, as well as increasing wages required retain and recruit staff. There is also the potential for attendance levels at our parks to moderate or decline as alternative entertainment venues are now open and consumers have broader travel and entertainment options. There is also the possibility that one, or a combination of these risk factors, may a material negative impact on the Company’s business, results of operations, cash flows, and financial condition. F- 8 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 2. 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 Company’s financial position and results of its 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 inter-company accounts and transactions have been eliminated in consolidation. Accounting Method : The Company recognizes income and expenses based on the accrual method of accounting. Estimates and Assumptions : Management uses estimates and assumptions in preparing financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 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 2022 fiscal year, October 2 was the closest Sunday, and for the 2021 fiscal year, October 3 was the closest Sunday. The 2022 fiscal year was comprised of 52-weeks, while the 2021 fiscal year was comprised of 53-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 accounts for acquisitions 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. Financial and Concentrations Risk : The Company does not have any concentration or related financial credit risks. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. Fair Value : Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three broad levels based on the ranks of the quality and reliability of inputs used to determine the fair values. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities. Level 2 inputs consist of quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our term debt. 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 $ 4,405 and $ 4,469 as of October 2, 2022 and October 3, 2021, respectively. F- 9 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Inventory : 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 $ 541,986 and $ 314,103 as of October 2, 2022 and October 3, 2021, respectively. Property and Equipment : Property and equipment are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which range from three to thirty-nine years. A summary is included below. SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT October 2, 2022 October 3, 2021 Depreciable Lives Land $ 6,389,470 $ 6,389,470 not applicable Mineral rights 276,000 276,000 25 years Ground improvements 2,797,694 2,637,050 7 - 25 years Buildings and structures 3,922,106 3,827,827 10 - 39 years Animal shelters and habitats 2,479,832 2,282,575 10 - 39 years Park animals 1,247,777 1,143,133 5 - 25 years Equipment - concession and related 464,988 349,849 3 - 15 years Equipment and vehicles - yard and field 766,149 607,347 3 - 15 years Vehicles - buses and rental 267,483 213,951 3 - 5 years Rides and entertainment 106,247 228,009 5 - 7 years Furniture and fixtures 28,694 28,694 5 - 10 years Projects in process 808,526 126,755 Property and equipment, cost 19,554,966 18,110,660 Less accumulated depreciation ( 4,743,224 ) ( 4,303,792 ) Property and equipment, net $ 14,811,742 $ 13,806,868 Depreciation expense for the years ended October 2, 2022 and October 3, 2021 totaled $ 766,859 and $ 704,016 , respectively. Intangible Assets : Intangible assets consist primarily of software implementation costs, website domains and tradename registrations, which are reported at cost and are being amortized over a period of three to fifteen years. Amortization expense for the years ended October 2, 2022 and October 3, 2021 totaled $ 16,128 and $ 0 , respectively. 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 : The following is a breakdown of other current liabilities: SCHEDULE OF OTHER CURRENT LIABILITIES October 2, 2022 October 3, 2021 Deferred revenue $ 193,912 $ 242,318 Accrued wages and payroll taxes 122,265 81,160 Accrued sales taxes 49,123 64,396 Accrued property taxes 46,814 47,517 Other accrued liabilities 109,758 95,956 Other current liabilities $ 521,872 $ 531,347 F- 10 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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 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. Park admission fee revenues from advance online ticket purchases are deferred until the customers’ visit to the parks. Advance online tickets can generally be used anytime during the one year period from the date of purchase. 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. Deferred revenues from advance online admission tickets, and season passes, and memberships were $ 193,912 and $ 242,318 as of October 2, 2022 and October 3, 2021, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets. 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 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 customer. The Company provides disaggregation of revenue based on geography in “ Note 9: 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. Advertising and Marketing Costs : The Company expenses advertising and marketing costs as incurred. Advertising and marketing expense for the years ended October 2, 2022 and October 3, 2021 totaled $ 1,238,618 and $ 977,562 , respectively. Leases : The Company determines if an arrangement contains a lease at inception and accounts for all leases in accordance with ASC 842, Leases . If an arrangement contains a lease, the Company performs a classification test to determine if the lease is an operating lease or a financing lease. Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right of use assets are valued at the initial measurement of the lease liability, plus any indirect costs or rent prepayments, and reduced by any lease incentives and any deferred lease payments. Right of use assets are amortized over the lease term. Lease liabilities are recognized on the commencement date of the lease based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the life of the lease, unless management believes there is an alternative systematic basis which better represents the pattern which the Company will consume the economic benefits thereof and is included within general and administrative expenses. As a practical expedient, a relief provided in the accounting standard to simplify compliance, the Company does not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less. Any non-lease components are not included within the lease right-of-use asset and lease liability, are reflected as an expense in the period incurred. F- 11 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In October 2021, the Company entered a financing lease for certain property related to a Christmas Lights drive through display at its Missouri Park. Effective September 27, 2022, the Company terminated this financing lease, acquiring the leased property related to the Christmas Lights display for $ 85,000 in exchange for a mutual release of obligations under the lease agreement and recognized a lease termination gain of $ 2,011 . Prior to termination of the lease, during the fiscal year ended October 2, 2022 the Company recognized right of use asset amortization and interest expense related to this lease of $ 154,831 and $ 6,032 , respectively. Paycheck 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 recognized the forgiven amount as income. Stock 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 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 October 2, 2022 or October 3, 2021. 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 has not yet adopted a policy regarding payment of dividends. F- 12 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements : Credit Losses – Financial Instruments In 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, however, it is not anticipated to be material. 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. NOTE 3. LONG-TERM DEBT On 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. The Company 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 $ 1.64 million as of October 2, 2022. On 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 – Georgia. The Company paid a total of approximately $ 15,680 in fees and expenses in connection with the 2018 Refinancing. The 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. On April 27, 2020 , the Company, through its wholly owned subsidiary Aggieland-Parks, Inc., acquired Aggieland Wild Animal – Texas. The purchase price of $ 7.10 million was financed with a $ 5.0 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 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 , and required interest only monthly payments through April 2021. The 2020 Term Loan requires monthly payments of $ 53,213 beginning in May 2021. The Company paid a total of approximately $ 62,375 in fees and expenses in connection with the 2020 Term Loan. On June 30, 2021, the Company used the incremental proceeds of the 2021 Term Loan, combined with additional funds, to paydown $ 1.0 million against the 2020 Term Loan, which had an outstanding balance of $ 3.37 million as of October 2, 2022. The Company was in compliance with the liquidity and annual debt coverage ratio financial covenants of the 2020 Term Loan as of October 3, 2021 and October 2, 2022, and for the years then ended. The 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 Seller Note. On June 29, 2021, the Company paid off the Aggieland Seller Note. F- 13 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 3. LONG-TERM DEBT (CONTINUED) As 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 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 “SBA”). 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. Interest expense of $ 261,621 and $ 335,944 for the years ended October 2, 2022 and October 3, 2021, respectively, includes $ 5,888 and $ 16,366 , respectively, of debt financing costs amortization in each period. Interest expense for the year ended October 2, 2022 also includes financial lease cost amortization of $ 6,032 . Interest expense for the year ended October 3, 2021 also includes $ 13,985 of loan discount amortization. The following table represents the aggregate of the Company’s outstanding long-term debt: SCHEDULE OF DEBT As of October 2, 2022 October 3, 2021 Loan principal outstanding $ 5,010,136 $ 5,715,466 Less: unamortized debt financing costs ( 49,915 ) ( 55,803 ) Gross long-term debt 4,960,221 5,659,663 Less current portion of long-term debt, net of unamortized costs and discount ( 732,779 ) ( 699,483 ) Long-term debt $ 4,227,442 $ 4,960,180 As of October 2, 2022, the scheduled future principal maturities, by fiscal year, are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT 2023 $ 738,666 2024 773,563 2025 810,139 2026 848,474 2027 888,656 thereafter 950,638 Total $ 5,010,136 NOTE 4. LINE OF CREDIT July 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. F- 14 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 5. STOCKHOLDERS’ EQUITY Shares of common stock issued for service to the Company are valued based on market price on the date of the award. On December 13, 2021, the Company declared its annual compensation award to seven directors for their service on the Board of Directors. Five directors were awarded $ 10,000 each, two new directors were awarded $ 2,222 each, and two directors received a total of $ 7,500 for serving as committee chairpersons and as a non-employee officer, with such compensation to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at each director’s election. Five directors elected to receive all shares, one director elected to receive 60% in shares and 40% in cash, and one director elected all cash. Based on the closing stock price of $ 0.553 per share on December 13, 2021, a total of 84,888 shares were distributed on February 21, 2022. The total compensation award cost of $ 61,944 was reported as an expense in the three month period ended January 2, 2022 . On December 13, 2021, the Company awarded a non-director officer $ 10,000 to be paid in shares of the Company’s common stock, totaling 18,083 shares based on the closing stock price of $ 0.553 per share on December 13, 2021, which were distributed on February 21, 2022, and $ 10,000 of compensation expense was reported in the three month period ended January 2, 2022. On December 18, 2020, the Company declared its annual compensation award to six directors for their service on the Board of Directors. Each director was awarded $ 10,000 , with such compensation 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 . Officers, directors and their controlled entities own approximately 53.4 % of the outstanding common stock of the Company as of October 2, 2022. NOTE 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Employment Agreements: Effective November 14, 2022 , the Company and Lisa Brady, the Company’s President and Chief Executive Officer, entered into an employment agreement (the “Brady Employment Agreement”). Pursuant to the Brady Employment Agreement, Ms. Brady receives an initial base annual compensation in the amount of $ 175,000 per year, subject to annual review by the Board of Directors. Ms. Brady is entitled to receive an annual Performance Incentive of up 25 % of her base annual compensation, subject to performance milestones. Ms. Brady is also scheduled to receive awards of shares of Company stock, $ 50,000 after the first ninety days of employment, and $ 50,000 , $ 60,000 , $ 70,000 and $ 75,000 as of the last day of the Company’s fiscal year from its 2023 fiscal year through its 2026 fiscal year, respectively. The number of shares awarded is to be based on the average price of the Company’s stock on the date of the award. Each award will vest ratably over three year period. Ms. Brady also received a $ 5,000 sign-on bonus. The Brady Employment Agreement has a term of five years and entitles Mr. Brady to participate in any deferred compensation plan the Company may adopt during the term of her employment with the Company. Effective June 1, 2022 , the Company and Dale Van Voorhis, the Company’s Chairman of the Board, entered into an employment agreement (the “2022 Van Voorhis Employment Agreement”). Mr. Van Voorhis has been part of the Company’s executive management since 2009, and most recently served as the Company’s Interim CEO until Ms. Brady was hired. Mr. Van Voorhis will serve as Special Advisor to the CEO through May 31, 2023. Pursuant to the 2022 Van Voorhis Employment Agreement, Mr. Van Voorhis receives annual compensation in the amount of $ 100,000 through May 31, 2023 and $ 50,000 from June 1, 2023 through May 31, 2024. In addition, Mr. Van Voorhis will serve as a member of the Company’s Strategic Growth and Audit Committees during the two year term of his employment with the Company. Effective as of January 1, 2022 , the Company and Todd R. White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2022 White Employment Agreement”). Pursuant to the 2022 White Employment Agreement, Mr. White receives an initial base annual compensation in the amount of $ 90,000 per year, subject to annual review by the Board of Directors. The 2022 White Employment Agreement has a term of two years and entitles Mr. White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company. F- 15 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED) 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 ($ 371,667 in aggregate) or (ii) in the event of a change in control of the Company ($ 431,667 in aggregate), as well as disability and death payment provisions ($ 199,667 in aggregate). As of October 2, 2022, the Company has not adopted any deferred compensation plans. 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. Mr. 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. Mr. Newman also received a $ 5,000 signing bonus. Effective as of May 1, 2020, Mr. Newman’s annual compensation was changed to $ 108,000 . The Newman Employment Agreement had a term of five years . Effective October 31, 2021 , Mr. Newman resigned his employment with the Company. NOTE 7. INCOME TAXES For the years ended October 2, 2022 and October 3, 2021, the Company reported a pre-tax profit of $ 1.03 million and $ 3.68 million, respectively. The Company’s provision for income taxes consists of the following: SCHEDULE OF PROVISION FOR INCOME TAX October 2, 2021 October 3, 2021 For the year ended October 2, 2022 October 3, 2021 Federal $ 198,400 $ 688,300 State 104,400 193,700 Total tax provision $ 302,800 $ 882,000 The Company’s provision for Federal income tax consists of the following: SCHEDULE OF COMPONENTS OF FEDERAL INCOME TAX October 2, 2021 October 3, 2021 For the year ended October 2, 2022 October 3, 2021 Provision at statutory rate $ 216,361 $ 772,915 State tax benefit ( 21,924 ) ( 40,677 ) PPP loan forgiveness benefit - ( 39,897 ) Other 3,963 ( 4,041 ) Net provision for Federal income taxes $ 198,400 $ 688,300 For the fiscal years ended October 2, 2022 and October 3, 2021, the Company recorded a provision for State of Georgia income taxes of $ 104,400 and $ 193,700 , respectively. NOTE 8. COMMITMENTS AND CONTINGENCIES On 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. Meikle’s Employment Agreement to purchase at least $ 540,000 of life insurance for Mr. Meikle, who passed away on November 28, 2018. The Complaint was seeking damages of $ 540,000 , as well as interest and expenses. The trial date was set for August 15, 2022. Effective August 5, 2022, the Company agreed to pay the plaintiffs $ 100,000 to settle this Compliant and obtain a full release for any related complaints. The release was obtained, and the full payment was made prior to October 2, 2022. Except as noted 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. F- 16 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 9. 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: SCHEDULE OF REVENUE BY REPORTING SEGMENTS October 2, 2022 October 3, 2021 For the year ended October 2, 2022 October 3, 2021 Total net sales: Georgia $ 7,086,232 $ 8,067,808 Missouri 1,691,602 1,792,112 Texas 1,963,583 2,002,571 Consolidated $ 10,741,417 $ 11,862,491 Total net sales $ 10,741,417 $ 11,862,491 Income (loss) before income taxes: Georgia $ 2,895,820 $ 4,517,649 Missouri ( 344,404 ) 202,597 Texas ( 254,834 ) ( 62,922 ) Segment total 2,296,582 4,657,324 Corporate ( 995,946 ) ( 896,136 ) Other income, net 91,276 65,314 Legal settlement ( 100,000 ) - Gain on extinguishment of debt - 189,988 Interest expense ( 261,621 ) ( 335,944 ) Consolidated $ 1,030,291 $ 3,680,546 Income (loss) before income taxes $ 1,030,291 $ 3,680,546 October 2, 2022 October 3, 2021 Depreciation and amortization: Georgia $ 289,961 $ 273,900 Missouri 253,182 223,338 Texas 238,744 206,778 Corporate 1,100 - Consolidated $ 782,987 $ 704,016 Depreciation and amortization $ 782,987 $ 704,016 Capital expenditures Georgia $ 695,285 $ 513,676 Missouri 601,842 251,236 Texas 542,264 223,989 Consolidated $ 1,839,391 $ 988,901 Capital expenditures $ 1,839,391 $ 988,901 October 2, 2022 October 3, 2021 As of October 2, 2022 October 3, 2021 Total assets: Georgia $ 9,402,877 $ 9,785,396 Missouri 3,468,730 3,388,808 Texas 8,074,421 7,554,842 Corporate 157,578 252,930 Consolidated $ 21,103,606 $ 20,981,976 Total assets $ 21,103,606 $ 20,981,976 F- 17 PARKS! AMERICA, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS October 2, 2022 NOTE 10. FAIR VALUE MEASUREMENTS As of October 2, 2022 and October 3, 2021, the fair value of our long-term debt was $ 4.61 million and $ 5.72 million, respectively. The measurement of the fair value of long-term debt is based upon inquiries of the financial institutions holding the respective loans and is considered a Level 2 fair value measurement. The respective carrying values of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. NOTE 11. SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to October 2, 2022 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, except as follows: on November 14, 2022, the Company entered into an employment agreement with Lisa Brady to serve as its President and CEO. For additional information, see “NOTE 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES” herein. F- 18