What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-12-12 compared with 2022-12-15 · 481 added, 521 removed, 729 unchanged (58% of the section changed)

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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.

America, Inc.

“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

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

executive officers and directors are as follows:

Chief Executive Officer and Director

President, Chief Executive Officer and Director

Chief Financial Officer and Director

Mark Whitfield

Executive Vice President

Dale Van Voorhis

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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 in September 2020.

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

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.

Van Voorhis currently serves as Chairman of the Company’s Board of Directors and as a special advisor to the CEO.

served as the Company’s interim President and CEO from June 1, 2022 until November 14, 2022.

Van Voorhis served as the Company’s

CEO from January 2011 through May 2022.

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.

Van Voorhis previously served the Company in various management and board

of director roles from December 2003 through December 2006.

Van Voorhis currently serves as Chairman of the Company’s Board of Directors.

Van Voorhis served as the Company’s interim

President and CEO from June 1, 2022 until November 14, 2022.

Van Voorhis served as the Company’s CEO from January 2011 through

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.

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.

Van Voorhis was President and CEO of Funtime

Van Voorhis has been the President of Amusement Business Consultants,

Inc., an amusement industry consulting company since its inception in 1994.

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 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.

Van Voorhis has over 55 years of experience

in the amusement/entertainment industry.

Gannon has served as a Director of the Company since December 2019 and was appointed Chairman of the Audit Committee in June 2021.

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in Cincinnati, Ohio.

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

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

Business from Miami University in Oxford, Ohio.

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entertainment and hospitality industry.

Ruffolo has served as a Director of the Company since November 2021 and was appointed Chairman of the Strategic Growth Committee in

Ruffolo has served as a Director of the Company since November 2021 and was appointed Chairman of the Strategic Growth Committee in May

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.

Ruffolo is a dual citizen of

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.

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.

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

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three directors, John Gannon, Charles Kohnen, and Jeffery Lococo (Chairman).

Compensation Committee met eight times during the twelve-month period ended October 2, 2022.

Compensation Committee met one time during the twelve-month period ended October 1, 2023.

Growth Committee

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and Dale Van Voorhis, and Lisa Brady works closely with this Committee.

Strategic Growth Committee met eight times during the twelve-month period ended October 2, 2022.

have not adopted a Code of Ethics.

Strategic Growth Committee met one time during the twelve-month period ended October 1, 2023.

On December 4, 2023 our Board of Directors adopted a Code of Conduct, effective January 1, 2024.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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our other executive officers, for the years ended October 1, 2023, October 2, 2022 and September 27, 2020.

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

Executive Officer and

Name & Principal

Option Awards

Non-Equity Incentive

Plan Compensation

Change in Pension

Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer and Director

Dale Van Voorhis (1)

Mark Whitfield (2)

Vice President

President of Safari

Financial Officer and

Chief Financial

Vice President

Van Voorhis currently serves as Chairman of the Company’s Board of Directors and was a special advisor to the CEO from November

14, 2022 through May 31, 2023.

Van Voorhis served as the Company’s interim President and CEO from June 1, 2022 until November

14, 2022, and as its President and CEO prior to June 1, 2022.

Whitfield left employment with the Company effective June 5, 2023.

Effective October 31, 2021, Mr.

Newman resigned his employment with the Company.

Newman was rehired in a non-executive capacity effective

August 1, 2023.

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

in the year ended October 1, 2023.

Earned or Paid in Cash

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

Incentive Plan

Change in Pension

Non-Qualified

Dale Van Voorhis

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Richard Ruffolo

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.

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”).

November 14, 2022, the Company and Ms.

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.

Brady is entitled to

receive an annual Performance Incentive of up 25% of her base annual compensation, subject to performance milestones.

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.

Brady receives an initial base annual

compensation in the amount of $175,000 per year, subject to annual review by the Board of Directors.

Brady is entitled to receive

an annual Performance Incentive of up to 25% of her base annual compensation, subject to performance milestones.

Brady received a

$50,000 award of shares of Company stock, which vested on February 14, 2023, after her first ninety days of employment.

The number of

shares of this award totaled 128,205 based on the $0.39 closing price of the Company’s stock on November 14, 2022.

also scheduled to receive share awards of the Company’s common stock with a total value of $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.

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 in

one-third increments, with the first third vesting on the date of the award, the second third vesting on the first anniversary of the

award and the final third vesting on the second anniversary of the award.

The Company recorded an expense of $16,667 related to the one-third

vesting 2023 fiscal year grant during the fiscal year ended October 1, 2023.

The number of shares of the 2023 fiscal year award totaled

135,135 based on the closing price of the Company’s stock on September 29, 2023, of which 45,045 vested as of that date.

anticipates issuing these shares prior to December 31, 2023.

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.

Employment Agreement has a term of five years and entitles Ms.

Brady to participate in any deferred compensation plan the Company may

adopt during the term of her employment with the Company.

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”).

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.

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.

Van Voorhis will serve as

Special Advisor to the CEO through May 31, 2023.

Van Voorhis served 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.

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.

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.

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.

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”).

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.

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.

of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early

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Newman resigned his employment with the Company.

Effective August 1, 2023, Mr.

Newman was rehired in a non-executive

Option and Award Plan

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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

of Shares Owned

Executive Officer and Director

Financial Officer and Director

of the Board of Directors

Compounding Fund, LP

Alma Drive, Suite 460

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.

President, Chief Executive Officer and Director

Chief Financial Officer and Director

Dale Van Voorhis

Chairman of the Board of Directors

Charles Kohnen (3)

Jeffery Lococo

Secretary and Director

Focused Compounding Fund, LP 1700 Alma Drive, Suite 460 Plano, TX 75075

upon shares of common stock issued and outstanding as of December 7, 2023, except that shares of common stock underlying options

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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.

firm 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.

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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).

Code of Conduct

Subsidiaries of the Registrant.

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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.

Inline XBRL Instance Document

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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.

XBRL Instance Document

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XBRL Taxonomy Extension Definitions Linkbase Document

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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

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Executive Officer)

December 15, 2022

Dale Van Voorhis

December 15, 2022

Charles Kohnen

December 15, 2022

Jeffery Lococo

December 15, 2022

Financial Officer and Director

Financial Officer)

December 15, 2022

AMERICA, INC.

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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.

of Impairment on Long Lived Assets

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.

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 higher 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.

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.

GBQ Partners LLC

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Long-term debt, net

Deferred tax liability, net

Total liabilities

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300,000,000 shares authorized, at $ .001 par value;

and 75,124,087 shares issued and outstanding, respectively

75,517,763 and

75,227,058 shares issued and outstanding, respectively

300,000,000 shares authorized, at $.001 par value;75,517,763 and 75,227,058 shares issued and outstanding, respectively

Capital in excess of par

Treasury stock

Retained earnings

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the Years Ended October 1, 2023 and October 2, 2022

October 1, 2023

October 2, 2022

For the year ended

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October 2, 2022

Park revenues

Sale of animals

Total net sales

Total revenues

Cost of sales

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Depreciation and amortization

Tornado expenses and write-offs, net

Legal settlement

(Gain) loss on disposal of operating assets

Income from operations

Income (loss) from operations

Other income, net

Gain on extinguishment of debt

Interest expense

Income before income taxes

Income tax provision

Income per share - basic and diluted

Weighted average shares outstanding (in 000’s) - basic

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

$ ( 483,738 )

Income (loss) per share - basic and diluted

Weighted average shares outstanding (in

000’s) - basic and diluted

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

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the Years Ended October 1, 2023 and October 2, 2022

Treasury Stock

Retained Earnings

Balance at September 27, 2020

Issuance of common stock to Directors

Net income for the year ended October 3, 2021

Balance at October 3, 2021

Beginning balance

Issuance of common stock to Directors and an Officer

Issuance of common stock to Directors &

Retirement of Treasury Stock

Net income for the year ended October 2, 2022

Net income for the year

ended October 2, 2022

Balance at October 2, 2022

Ending balance

Issuance of common stock to Directors &

Net loss for the year

ended October 1, 2023

Balance at October 1,

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

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the Years Ended October 1, 2023 and October 2, 2022

For the year ended

October 2, 2022

October 3, 2021

the year ended

OPERATING ACTIVITIES:

Reconciliation of net income to net cash provided by operating activities:

Depreciation and amortization expense

Amortization of right of use asset

Interest expense - debt financing cost amortization

Interest expense - financing lease

Interest expense - loan discount amortization

Net (loss) income

$ ( 483,738 )

Reconciliation of net (loss) income to net cash provided by operating activities:

Depreciation and amortization

Amortization of right of

Interest expense - debt

financing cost amortization

Interest expense - financing

Stock-based compensation

(Gain) loss on disposal of assets

Gain on extinguishment of debt

Deferred tax liability

Tornado asset write-offs

Loss (gain) loss on disposal

Changes in assets and liabilities

(Increase) decrease in accounts receivable

(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

(Increase) decrease in

accounts receivable

(Increase) decrease in

prepaid expenses

Increase (decrease) in

accounts payable

(decrease) in other current liabilities

cash provided by operating activities

INVESTING ACTIVITIES:

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( 1,557,844 )

Proceeds from the disposition of property and equipment

Net cash used in investing activities

( 1,839,391 )

Investment in intangible assets

Proceeds from the disposition

of property and equipment

cash used in investing activities

( 1,562,510 )

( 1,856,838 )

FINANCING ACTIVITIES:

Payments on 2020 Term Loan

( 1,173,589 )

Payments on 2021 Term Loan

Principal payments on finance lease obligation

Payments on Term Loan

( 1,164,113 )

Payment of Note to Seller of Aggieland Safari

Proceeds from 2021 Term Loan

Debt financing costs

Net cash used in financing activities

Principal payments on

finance lease obligation

cash used in financing activities

Net decrease in cash

( 1,373,649 )

Net (decrease) increase in cash

( 1,182,312 )

Cash at beginning of period

Cash at beginning of

Cash at end of period

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Cash paid for interest

Cash paid for income taxes

Cash paid for income

Supplemental Disclosure

of Noncash Investing and Financing Activities:

Right of use asset obtained

in exchange for finance lease liability

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

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(“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

safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in the United

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

3 unchanged sentences

Wild Animal – Georgia owns and operates the Wild Animal

Safari theme park in Pine Mountain, Georgia (the “Georgia Park”).

Safari 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”).

Animal Safari 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”).

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

The Company acquired

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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.

Considerations

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

early April 2020, the Company’s Georgia and Missouri Parks closed to the public due to shelter-in-place mandates.

the Company’s Texas Park, was closed to the public for the month prior to its acquisition, due to a shelter-in-place mandate.

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.

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.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Combined third and fourth quarter park

revenues were 60.4% and 62.1% of annual park

revenues for the Company’s 2023 and 2022 fiscal years, respectively.

SIGNIFICANT ACCOUNTING POLICIES

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.

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.

of Consolidation :

14 unchanged sentences

for the 2022 fiscal year, October 2 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.

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.

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.

The period from October through

early March is geared towards maintenance and preparation for the next busy season, which typically begins in the latter half of March

through early September.

and Concentrations Risk :

2 unchanged sentences

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

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

11 unchanged sentences

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.

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.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The safari parks are primarily a payment upfront business;

therefore, the Company typically carries

little or no accounts receivable.

The Company had accounts receivable of $ 36,172

as of October 1, 2023 and October 2, 2022, 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.

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

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

2 unchanged sentences

Company had inventory of $ 419,149 and $ 541,986 as of October 1, 2023 and October 2, 2022, respectively.

The Company prepays certain expenses primarily due to legal or contractual requirements.

Prepaid expenses consist primarily

of federal and state income taxes and insurance premiums.

The Company had prepaid expenses of $ 558,678 and $ 170,782 as of October 1,

2023 and October 2, 2022, respectively.

and Equipment :

3 unchanged sentences

A summary is included below.

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

October 2, 2022

October 3, 2021

Depreciable Lives

OF PROPERTY, PLANT AND EQUIPMENT

not applicable

15 unchanged sentences

( 4,743,224 )

Property and equipment, net

Property and equipment,

expense for the years ended October 1, 2023 and October 2, 2022 totaled $ 865,969 and $ 766,859 , respectively.

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.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible assets consist primarily of a site master plan, website domains and tradename registrations, which are reported

at cost and are being amortized over a period of three to ten years.

Amortization expense for the years ended October 1, 2023 and October

2, 2022 totaled $ 18,490 and $ 16,128 , respectively.

of Long-Lived Assets :

5 unchanged sentences

The following is a breakdown of other current liabilities:

SCHEDULE OF OTHER CURRENT LIABILITIES

October 2, 2022

October 3, 2021

Deferred revenue

OF OTHER CURRENT LIABILITIES

Accrued wages and payroll taxes

Deferred revenue

Accrued sales taxes

2 unchanged sentences

Other current liabilities

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recognition :

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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.

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

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.

revenues from advance online admission tickets, season passes, and memberships were $ 143,511 and $ 193,912 as of October 1, 2023 and October

2, 2022, respectively, and are included within Other Current Liabilities in the accompanying consolidated balance sheets.

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

7 unchanged sentences

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

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

and Marketing Costs :

22 unchanged sentences

are not included within the lease right-of-use asset and lease liability, are reflected as an expense in the period incurred.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

October 2021, the Company entered a financing lease for certain property related to a Christmas Lights drive through display at its Missouri

4 unchanged sentences

amortization and interest expense related to this lease of $ 154,831 and $ 6,032 , respectively.

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.

Based Compensation :

26 unchanged sentences

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 2, 2022 or October 3, 2021.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

and Diluted Net Income (Loss) Per Share :

7 unchanged sentences

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

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Pronouncements :

10 unchanged sentences

financial position, results of operations, cash flows or financial statement disclosures.

TORNADO EXPENSES AND ASSET WRITE-OFFS

March 26-27, 2023, the Company’s Georgia Park experienced extensive damage, caused by an EF-3 tornado and over nine inches of rain,

resulting in more than 4,500 fallen trees and damage to many of the Park’s animal enclosures, fencing and other infrastructure.

The Walkabout Adventure Zoo (“Walkabout”) portion of the property was particularly hard hit.

The Georgia Park was closed

for 20 days, including for most of its traditionally busy spring break period, which has historically comprised approximately 10 %- 15 %

of its annual revenue.

The drive-through safari section of the Georgia Park reopened on April 15th.

The Walkabout portion of the park

has reopened in phases, with the first phase on May 6th and the second phase on July 2nd.

Approximately one-quarter of the Walkabout remains

the year ended October 1, 2023, the Company incurred $ 780,941

of severe weather and tornado related expenses, primarily due to tree and other debris removal, repairing and replacing underground

water pipes throughout the property, as well as general clean-up efforts.

In addition, the Company recorded related asset write-offs of $ 275,297 ,

primarily associated with damage to various animal exhibits, several buildings, fencing and other infrastructure.

The Company has

also made capital investments of $ 615,000

through October 1, 2023 related to severe weather and tornado damage rebuilding projects.

Company has been working with its insurance providers regarding tornado damage related coverage and insurance proceeds totaling $ 687,283

have been received as of October 1, 2023, factoring in deductibles and co-insurance.

The Company expects to receive additional insurance

proceeds of up to $ 50,000 .

The Company continues to work with local, state, and federal agencies to explore options to assist with offsetting

tornado related clean-up, repair and rebuilding costs.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT

11 unchanged sentences

Term Loan was $ 1.38 million as of October 1, 2023.

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.

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.

April 27, 2020 , the Company, through its wholly owned subsidiary Aggieland-Parks, Inc., acquired Aggieland Wild Animal – Texas.

3 unchanged sentences

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.

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.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT (CONTINUED)

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 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 $ 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.

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 $ 2.89 million as of October 1, 2023.

The Company was in compliance with

the liquidity covenant of the 2020 Term Loan as of October 2, 2022 and October 1, 2023.

The Company was in compliance with the annual

debt service coverage ratio covenant of the 2020 Term Loan for the year ended October 2, 2022.

For the year ended October 1, 2023, the

Company was not in compliance with the annual debt service coverage ratio covenant of the 2020 Term Loan, due to the lost revenues, as

well as net expenses and write-offs driven by the March 2023 severe weather and tornado damage at its Georgia Park.

The Company requested

and First Financial granted a waiver of this violation for the year ended October 1, 2023.

expense of $ 222,396 and $ 261,621 for the years ended October 1, 2023 and October 2, 2022, respectively, includes $ 5,888 of debt financing

costs amortization in each period.

Interest expense for the year ended October 2, 2022 also includes financial lease cost amortization

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

SCHEDULE OF DEBT

October 2, 2022

October 3, 2021

Loan principal outstanding

unamortized debt financing costs

unamortized debt

financing costs

Gross long-term debt

Less current portion of long-term debt, net of unamortized costs and

Less current portion of long-term debt, net of unamortized costs and discount

Long-term debt

1 unchanged sentence

OF MATURITIES OF LONG-TERM DEBT

LINE OF CREDIT

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.

AMERICA, INC.

3 unchanged sentences

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

February 2, 2023, the Company declared its annual compensation award to seven directors for their service on the Board of Directors.

Seven directors were awarded $ 10,000 each and three directors received a total of $ 10,000 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 $ 0.40 per share on February 2, 2023, a total

of 162,500 shares were issued on March 9, 2023.

The total compensation award cost of $ 80,000 was reported as an expense in the three

month period ended April 2, 2023 .

February 14, 2023, Lisa Brady the Company’s President and Chief Executive Officer vested in 128,205 shares of the Company’s

common stock, in accordance with the terms of her employment agreement.

The Company recorded compensation award cost of $ 50,000 in the

three month period ended April 2, 2023 and the shares were issued on May 23, 2023.

December 13, 2021, the Company declared its annual compensation award to seven directors for their service on the Board of Directors.

5 unchanged sentences

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 .

$ 0.553 per share on December 13, 2021, a total of 84,888 shares were issued 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 .

December 13, 2021, the Company awarded a non-director officer $ 10,000 to be paid in shares of the Company’s common stock, totaling

1 unchanged sentence

and $ 10,000 of compensation expense was reported in the three month period ended January 2, 2022.

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 .

directors and their controlled entities own approximately 54.3 % of the outstanding common stock of the Company as of October 1, 2023.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

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.

Brady is entitled to

receive an annual Performance Incentive of up 25 % of her base annual compensation, subject to performance milestones.

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.

November 14, 2022 , the Company and Ms.

Brady, entered into an employment agreement (the “Brady Employment Agreement”) .

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.

Brady is entitled to receive an annual Performance Incentive of up to 25 % of her base

annual compensation, subject to performance milestones.

Brady received a $ 50,000 award of shares of Company stock, which vested on

February 14, 2023, after her first ninety days of employment.

The number of shares of this award totaled 128,205 based on the $ 0.39 closing

price of the Company’s stock on November 14, 2022.

Brady is also scheduled to receive share awards of the Company’s common

stock with a total value of $ 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 in one-third increments, with the first third vesting on the date of the award,

the second third vesting on the first anniversary of the award and the final third vesting on the second anniversary of the award.

Company recorded an expense of $ 16,667 related to the one-third vesting of the 2023 fiscal year grant during the fiscal year ended October

The number of shares of the 2023 fiscal year award totaled 135,135 based on the $ 0.37 closing price of the Company’s stock

on September 29, 2023, of which 45,045 vested as of that date.

The Company anticipates issuing these shares prior to December 31, 2023.

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”).

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.

The Brady Employment Agreement has a term of five years and entitles Ms.

Brady to participate

in any deferred compensation plan the Company may adopt during the term of her employment with the Company.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Agreements (continued):

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”).

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.

Van Voorhis will serve as Special Advisor to the

CEO through May 31, 2023.

Van Voorhis served 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.

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.

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.

as of January 1, 2022 , the Company and Todd R.

8 unchanged sentences

the term of his employment with the Company.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early

3 unchanged sentences

compensation plans.

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 also received a $ 5,000 signing bonus.

Effective as of May 1,

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

The Newman Employment Agreement had a term of five years .

October 31, 2021 , Mr.

Newman resigned his employment with the Company.

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 year ended October 1, 2023, the Company reported a pre-tax loss of $ 572,421 and for the year ended October 2, 2022, the Company reported

a pre-tax profit of $ 1.03 million.

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

Total tax provision

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

State tax benefit

PPP loan forgiveness benefit

Net provision for Federal income taxes

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.

the year ended

$ ( 196,871 )

Income tax expense (benefit)

reconciliation of the federal corporate statutory income tax rate and the effective rate for the provisions for income taxes consists

of the following:

OF FEDERAL CORPORATE STATUTORY INCOME TAX RATE AND THE EFFECTIVE RATE

the year ended

Federal statutory rate

State taxes, net of federal benefit

Non-deductible expenses

Effective income tax

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES (CONTINUED)

tax assets and liabilities arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities,

and operating loss carryforwards for tax purposes.

The components of Company’s deferred income tax assets and liabilities consist

of the following as of October 1, 2023:

OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

Deferred tax assets (liabilities)

Net operating loss carryforwards

Accrued liabilities

Property and equipment

( 1,457,959 )

Intangibles assets

Valuation allowance

Net deferred tax liability

$ ( 232,329 )

requires a valuation allowance be recorded against a deferred tax asset if it is more likely than not that the tax benefit associated

with the asset will not be realized in the future.

As shown in the table above, the Company had a valuation allowance of $ 109,296 as

of October 1, 2023.

This valuation allowance is based on the Company’s State of Missouri net operating loss carryforwards totaling

$ 3.46 million as of October 1, 2023, which expire in varying amounts from 2028 through 2042.

Due to the Company’s history of losses

in the State of Missouri, it has established a full valuation allowance against the related net operating loss carryforward asset as

of October 1, 2023.

Company also had net operating loss carryforwards available for federal and State of Georgia tax purposes of $ 4.09 million and $ 202,468 ,

respectively, as of October 1, 2023.

Each of these has an indefinite carryforward period;

however, each is limited to offset 80 % of taxable

income any period applied.

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 its 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 1, 2023 or October 2, 2022.

Company or one of its subsidiaries files income tax returns in the U.S.

federal jurisdiction and various state jurisdictions.

is open to federal and state tax audits until the applicable statute of limitations expire;

however, the Company currently has no federal

or state income tax examinations underway.

The tax years 2019 through 2022 remain open to examination by the major taxing jurisdictions

in which the Company and its subsidiaries operate.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

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.

December 16, 2022, the Company received notice that on August 10, 2022 a former employee of Aggieland Wild Animal – Texas, filed

a Complaint in the 361st District Court of Brazos County, Texas (case no.

22-001839-CV-361), alleging the Company and Aggieland-Parks,

committed several instances of employment discrimination.

The Complaint seeks unspecified economic, compensatory and punitive damages,

as well as attorney’s fees and costs.

The Company is defending this claim.

February 17, 2021, two children of James Meikle, the Company’s former 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’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 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.

release was obtained, and the full payment was made prior to October 2, 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.

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,

2 unchanged sentences

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

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENTS

7 unchanged sentences

REPORTING SEGMENTS

October 2, 2022

October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

Total net sales:

Total net sales

Income (loss) before income taxes:

the year ended

Total revenues:

Total revenues

Income (loss) before income

Segment total

Other income, net

( 1,200,307 )

Tornado expenses and write-offs,

Legal settlement

Gain on extinguishment of debt

Interest expense

Other income, net

$ ( 572,421 )

Income (loss) before income taxes

October 2, 2022

October 3, 2021

$ ( 572,421 )

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENTS (CONTINUED)

the year ended

Depreciation and amortization:

1 unchanged sentence

Capital expenditures

October 2, 2022

October 3, 2021

October 2, 2022

October 3, 2021

Total assets:

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Company has analyzed its operations subsequent to October 1, 2023 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:

14, 2022, the Company entered into an employment agreement with Lisa Brady to serve as its President and CEO.

For additional information,

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES” herein.

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

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