What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-12 compared with 2024-12-13 · 854 added, 1070 removed, 306 unchanged (86% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

of Disclosure Controls and Procedures

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

29 unchanged sentences

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.

Therefore, it is possible to design safeguards into the process to reduce this risk.

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

7 unchanged sentences

OTHER INFORMATION

Trading Plans of Directors and Executive Office r s

None of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement

or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 28, 2025, as such terms are defined

under Item 408(a) or Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

executive officers and directors are as follows:

Financial Officer

of Investor Relations and Corporate Strategy, Secretary and Director

December 22, 2023, Focused Compounding Fund, LP (together with the participants in its solicitation, “Focused Compounding”)

submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special

The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including

a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board

of Directors comprised entirely of Focused Compounding’s slate of three candidates.

The Special Meeting was held on February 26,

2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders

who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.

June 6, 2024 we held our annual meeting of stockholders (the “2024 Annual Meeting”).

The purpose of the 2024 Annual Meeting

was for the Company’s stockholders to elect seven nominees to serve on the Company’s Board of Directors (the “Board”),

as well as consider additional proposals.

The Company and Focused Compounding each submitted proxies soliciting the Company’s stockholders

to vote for their respective proposed director nominees.

The nominees for director included six nominees proposed by the Company and

four nominees proposed by Focused Compounding.

At the 2024 Annual Meeting, the Company’s stockholders elected four nominees proposed

by Focused Compounding and three nominees proposed by the Company.

June 14, 2024, we announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company’s Board

had appointed Geoffrey Gannon as the Company’s President.

Gannon is also the Portfolio Manager at Focused Compounding.

Gannon has served as a director of the Company since June 6, 2024, and as its President since June 14, 2024.

Gannon is the Portfolio

Manager at Focused Compounding Fund, LP, and has served in that position since 2020.

Prior to launching the Focused Compounding Fund,

LP in 2020, Mr.

Gannon served as the Portfolio Manager of Focused Compounding Capital Management, LLC, a separately managed accounts

firm that was launched in 2018 and is still active today, and is the general partner of Focused Compounding Fund, LP.

served as the Portfolio Manager of Focused Compounding Capital Management, LLC since 2018 and continues to serve in such capacity today.

Gannon is also a managing member of Focused Compounding Capital Management, LLC.

Focused Compounding Fund, LP and Focused Compounding

Capital Management, LLC are together a hedge fund investment firm.

Gannon has no relation to John Gannon, who until February 29,

2024, sat on the Board of the Company.

Since 2005, Mr.

Gannon has been writing and sharing information on numerous topics surrounding

value investing.

Since 2018, Mr.

Gannon has regularly produced a podcast jointly with Mr.

Kuhn on which they efficiently and effectively

explain investment strategy to their followers who look to them for in depth but understandable advice.

White was appointed the Chief Financial Officer of Parks!

America in May 2013 and served as a Director of the Company from January

2014 until September 6, 2024.

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.

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.

Molina has served as a director of the Company since June 6, 2024, as its Secretary since June 14, 2024, and as its Head of Investor

Relations and Corporate Strategy since June 21, 2024.

Prior to joining the Company, Mr.

Molina served as a Senior

Investor Relations Analyst at The Cheesecake Factory from January to June 2024.

At the Cheesecake Factory, Mr.

responsible for executing all strategic and tactical elements of the investor relations program, from quarterly earnings to the

Annual Shareholder Meeting.

From 2021 to 2023, Mr.

Molina served as an Investor Relations Analyst at Edison International.

Molina served as a Deals Associate at PricewaterhouseCoopers, specializing in valuations related to mergers and

acquisitions.

Molina has a Bachelor of Science in Finance from San Diego State University.

Kuhn has served as a director of the Company since June 6, 2024.

Kuhn is a Managing Member of Focused Compounding Capital Management,

LLC, the general partner of Focused Compounding Fund, LP, and the Operations Manager at Focused Compounding Fund, LP, and has served

in this position since 2020.

Prior to launching the Focused Compounding Fund, LP in 2020, Andrew served as the Operations Manager of

Focused Compounding Capital Management, LLC, a separately managed accounts firm that was launched in 2018 and is still active today,

and as stated above, is the general partner of Focused Compounding Fund, LP.

Kuhn has served as the Operations Manager of Focused

Compounding Capital Management, LLC since 2018 and continues to serve in such capacity today.

Through his X (formerly known as Twitter)

Kuhn regularly engages with over 40,000 users and provides key insight and thoughts on investment and business strategies.

Since 2018, Mr.

Kuhn has regularly produced a podcast jointly with Mr.

Gannon on which they efficiently and effectively explain investment

strategy to their followers who look to them for in-depth but understandable advice.

McDonough has served as a director of the Company since June 6, 2024.

McDonough is an analyst at BDG Partners LLC, an alternative investment

firm focused on unique, overlooked markets.

From 2021 to 2024, Mr.

McDonough was the Portfolio Manager of McDonough Investments, a capital

management firm that he founded.

From 2017 to 2021, Mr.

McDonough served as an investment analyst for New Constructs, LLC, an independent

research technology firm that provides insights into the fundamentals and valuations of thousands of publicly traded businesses.

McDonough’s time at New Constructs, he reviewed and analyzed thousands of Forms 10-K and 10-Qs to reverse accounting distortions

and built reverse discounted cash flow models that gauge expectations implied in stock prices.

McDonough produces content regarding

complex financial topics to provide investors with key financial information in easy-to-understand formats.

He is the author of “Capital

The Financials of a New England Textile Mill (1955-1985),” a book that covers Warren Buffett’s capital reallocation

from a failing textile mill to other profitable companies during the early days of his control over Berkshire Hathaway.

He also regularly

posts blog articles and podcasts with research and analysis.

McDonough earned a Bachelor of Arts in Finance from Michigan

State University

Steele has served as a director of the Company since June 6, 2024 and has been a stockholder in the Company since 2010.

is a retired attorney with over forty years of experience.

From 2003 to his retirement in 2022, Mr.

Steele was a Partner at Runft &

Steele Law Offices, PLLC, where he engaged in general civil, trial and appellate practice in all Idaho and U.S.

District Courts for the

District of Idaho, with emphasis on personal injury, product liability, real estate, business, insurance, construction and commercial

Steele is a member of the Idaho State Bar Association, and he is admitted to practice before the Idaho Supreme Court,

United States District Courts for the District of Idaho and the United States Court of Appeals for the Ninth Circuit.

From 1988-2003,

Steele held various positions in the real estate construction and development industry, culminating with serving as General Counsel

to Precision Craft Log Structures, Inc., a home design and construction company located in Meridian, Idaho from 2001-2003.

From 1978-1988,

Steele was a Partner at Ellis, Brown, Sheils & Steele, Chtd, where he specialized in civil litigation.

Steele has also held

multiple roles in government, including acting as a Special Deputy Attorney General for the State of Idaho in connection with gasoline

price fixing anti-trust litigation from 1985-1986.

Steele received his B.A.

from the University of Iowa in 1973 and his JD from Drake

University in 1975.

in Certain Legal Proceedings

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

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

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

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

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

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

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

and other minor offenses);

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

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

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;

in any type of business practice;

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

or State securities laws or Federal commodities laws;

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

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

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

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

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

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

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

been subsequently reversed, suspended or vacated;

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

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

Federal or State securities or commodities law or regulation;

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

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

or prohibition order;

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

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

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

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

persons associated with a member.

Audit Committee is responsible for:

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

of the Company’s consolidated financial statements;

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

public accounting firm employed by the Company;

(3) assisting the Board in its oversight of:

(a) the integrity of the Company’s

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

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

Our Audit Committee is comprised of two

directors, Jacob McDonough (Chairman) and Jon Steele.

The Board has determined that Jacob McDonough qualifies as an “audit committee

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

Audit Committee met four times in the twelve-month period ended September 29, 2024.

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.

Our Compensation Committee met one time

during the twelve-month period ended September 29, 2024.

Growth Committee (Discontinued)

Strategic Growth Committee was 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.

Strategic Growth Committee was composed of three directors, Charles Kohnen, Rick Ruffolo (Chairman) and Dale Van Voorhis.

worked closely with this Committee.

The Strategic Growth Committee did not meet during the twelve-month period ended September 29, 2024

and was discontinued effective June 6, 2024.

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

We have posted a copy of the Code of Ethics

on our website at www.animalsafari.com .

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding

amendments to, or waivers from, our Code of Ethics by posting such information on our website at www.animalsafari.com .

not including the information contained on our website as part of, or incorporating it by reference into, this report.

Trading Policy

February 2, 2023 our Board of Directors adopted a Policy on Insider Trading, effective immediately.

We have posted a copy of our Policy

on Insider Trading on our website at www.animalsafari.com .

We intend to satisfy the disclosure requirements under Item 5.05 of

Form 8-K regarding amendments to, or waivers from, our Policy on Insider Trading by posting such information on our website at www.animalsafari.com .

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) Reports

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

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

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

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

of all Section 16(a) reports they file.

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

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

EXECUTIVE COMPENSATION

COMPENSATION TABLE

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

our other executive officers, for the years ended September 29, 2024, October 1, 2023 and October 2, 2022.

Name & Principal

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Geoffrey Gannon (1)

President and Director

Lisa Brady (2)

Chief Executive Officer

Chief Financial Officer

Gannon has served as the Company’s President since June 14, 2024.

He has elected to fill this role without direct compensation.

Gannon is also the Portfolio Manager at Focused Compounding Fund, LP, which owns 40.2% of the Company’s issued and outstanding

stock as of December 9.

Brady served as the Company’s President and CEO from November 14, 2022 through June 14, 2024.

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

in the year ended September 29, 2024.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Dale Van Voorhis

Charles Kohnen

Jeffery Lococo

Richard Ruffolo

November 14, 2022, the Company and Ms.

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

to the Brady Employment Agreement, Ms.

Brady received an initial base annual compensation in the amount of $175,000 per year, subject

to annual review by the Board of Directors.

Brady was 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 was 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 was to be based on the average price of the

Company’s stock on the date of the award.

Each award was to 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 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.

Brady elected to receive this award in cash to pay the income

and employment tax obligations associated with her employment associated equity awards.

In total, the Company recorded $66,667 of stock-based

compensation for the Brady Employment Agreement for the year ended October 1, 2023.

Brady also received a $5,000 sign-on bonus.

Brady Employment Agreement had a term of five.

June 14, 2024, Ms.

Brady stepped down as the Company’s President and Chief Executive Officer and she received a severance payment

of $180,000 on June 25, 2024.

In addition, per the terms of her separation agreement, Ms.

Brady received a termination payment of $50,000

on September 27, 2024.

All unvested equity awards under the Brady Employment Agreement were forfeited effective June 14, 2024.

June 1, 2022, the Company and Dale Van Voorhis, entered into an employment agreement (the “2022 Van Voorhis Employment Agreement”).

Van Voorhis had been part of the Company’s executive management since 2009 and served as the Company’s Interim CEO from

June 1, 2022 until Ms.

Brady was hired in November 2022.

Van Voorhis served as Special Advisor to the CEO from November 2022 through

May 31, 2023.

Pursuant to the 2022 Van Voorhis Employment Agreement, Mr.

Van Voorhis received annual compensation in the amount of $100,000

from June 1, 2022 through May 31, 2023 and annual compensation of $50,000 from June 1, 2023 until May 31, 2024.

Effective February 7,

2024, the Company’s Board of Directors terminated the 2022 Van Voorhis Employment Agreement pursuant to its terms and removed Mr.

Van Voorhis as the Company’s Chairman of the Board.

as of January 1, 2024, the Company and Todd R.

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

(the “2024 White Employment Agreement”).

Pursuant to the 2024 White Employment Agreement, Mr.

White received an initial base

annual compensation in the amount of $90,000 per year, which was increased to $95,000 effective March 1, 2024, subject to annual review

by the Board of Directors.

The 2024 White Employment Agreement has a term of two years.

On September 3, 2024, the Company and Mr.

entered into a Separation Agreement whereby Mr.

White agreed to remain as the Company’s Chief Financial Officer through December

31, 2024 at his regular salary or until the earlier termination of his employment.

On September 5, 2024, pursuant to a Stock Purchase

Agreement dated September 4, 2024, Focused Compounding Fund, LP acquired Mr.

White’s 1,344,555 share of common stock of the Company

at $0.40 per share, for an aggregate price of $537,822.

required by Item 10 with respect to directors, the audit committee, audit committee financial experts and Section 16(a) beneficial

ownership reporting compliance is included under the headings “Proposal 1.

Election of Directors,” “Corporate

Governance” and in the biographies of the directors contained in “Proposal 1.

Election of Directors,” in our

definitive proxy statement for our annual meeting of stockholders (the “2026 Proxy

Statement”) which are incorporated herein by reference.

With regard to the information required by this item regarding

compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our

2026 Proxy Statement under the heading “Other Information - Delinquent Section 16(a) Reports’, and such disclosure, if

any, is incorporated herein by reference.

The information required by Item 10 with respect to insider trading arrangements and

policies is included under the heading “Proposal 1.

Election of Directors,” “Corporate Governance” in the

2026 Proxy Statement, and such disclosure is incorporated herein by reference.

The 2026 Proxy Statement will be filed within 120

days after the end of our fiscal year.

information required by this Item 10 regarding the Company’s executive officers is set forth under the heading

“Information on Directors, Nominees, and Executive Officers” in “Proposal 1.

Election of Directors” of the 2026 Proxy Statement.

America, Inc.

has adopted a Code of Conduct which applies to all employees, including our principal executive officer, principal financial

officer and its Board of Directors.

The code of conduct is a code of ethics as defined in Item 406 of SEC Regulation S-K.

conduct are available on the Corporate Governance section under Investor Relations on our website at www.parksamerica.com .

amendment to, or waiver from, a provision of the code of conduct will be posted to the above-referenced website.

were no changes to the process by which stockholders may recommend nominees to the Board of Directors during the last year.

Option and Award Plan

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

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

stockholders for approval.

The Plan sets aside five million (5,000,000) shares for award of stock options, including qualified incentive

stock options and performance stock bonuses.

To date, no grants or awards have been made pursuant to the Plan and we did not submit the

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

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

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, 2024.

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.

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 entity’s or person’s name.

Number of Shares Owned

Geoffrey Gannon

President and Director

Chief Financial Officer

Secretary and Director

Jacob McDonough

Focused Compounding Fund, LP

3838 Oak Lawn Ave, Suite 1000

Dallas, TX 75219

Charles Kohnen (3)

5424 Spice Bush Ct

Dayton, OH 45429

upon shares of common stock issued and outstanding as of December 9, 2024, except that shares of common stock underlying options

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

Gannon and Kuhn jointly control Focused Compounding Fund, LP, the Company’s largest shareholder.

of the Company’s shares owned by Mr.

Kohnen are held jointly with his spouse.

directors and their controlled entities, as a group, controlled approximately 40.9% of the outstanding common stock of the Company as

of December 9, 2024.

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.

employees, and directors was approved by our Board of Directors on February 1, 2005, however, the Plan expired and therefore was not

submitted to the stockholders for approval.

The Plan was established to set 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 were made pursuant to

the Plan and the Plan expired and we did not submit the Plan for consideration to the Company’s stockholders.

EXECUTIVE COMPENSATION

information required by this item is set forth in our 2026 Proxy Statement to be filed within 120 days of the end of the fiscal year

ended September 28, 2025, under Proposal 1.

Election of Directors (i) under the heading “Director Compensation,” and (ii)

under the heading “Executive Compensation,” and is incorporated herein by reference.

The material incorporated herein by

reference to the information set forth under the heading “Director Compensation” and “Executive Compensation” of

the 2026 Proxy Statement shall be deemed furnished, and not filed, in this Annual Report on Form 10-K and shall not be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

amended, as a result of this furnishing except to the extent that it is specifically incorporated by reference by the

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

regarding security ownership of certain beneficial owners and management is incorporated herein by reference to the material under the

heading “Item 1.

Election of Directors – Security Ownership of Certain Beneficial Owners and Management” of the 2026 Proxy

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect,

in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company:

of our directors or officers;

person proposed as a nominee for election as a director;

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

shares of common stock;

of our promoters;

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

September 30, 2024, Aggieland-Parks, Inc.

completed the 2025 Refinancing with Cendera.

The 2025 Refinancing included the 2025 Term Loan

in the original principal amount of $2.5 million.

The 2025 Term Loan bears interest at a daily adjusted rate equal to the Prime Rate

The 2025 Term Loan has a term of 10 years, with a 15-year amortization, and a balloon payment of the outstanding principal

balance due September 30, 2034.

The initial monthly loan payment is $23,200.

Aggieland-Parks, Inc.

paid approximately $56,500 of fees

and expenses in connection with the 2025 Term Loan.

The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks,

Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera.

As previously described,

Gannon and Mr.

Kuhn control Focused Compounding Fund, L.P., and each serve on the Board of the Company, and Mr.

Gannon is the

Company’s President.

Focused Compounding Fund, L.P.

did not receive a fee or any other benefit in connection with establishing

the above-described cash collateral reserve.

the members of the Company’s Board of Directors:

Steele and Jacob McDonough 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).

regarding certain relationships and related transactions and director independence is incorporated herein by reference to the

material under the headings “Corporate Governance” and “Certain Relationships and Related Transactions” of

the 2026 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees and Audit-Related Fees

Partners LLC was appointed as our independent registered accounting firm effective April 8, 2020.

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 September

29, 2024 and October 1, 2023 were approximately $69,000 and $61,000, respectively.

independent registered public accounting firm billed no other fees for the years ended September 29, 2024 and October 1, 2023.

Committee Pre-Approval Policies and Procedures

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

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

regarding principal accountant fees and services is incorporated herein by reference to the material under the heading “Proposal 2,

Ratification of Appointment of the Auditor”

of the 2026 Proxy Statement.

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).

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).

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).

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).

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).

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).

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

Policy on Insider Trading

Subsidiaries of the Registrant.

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).

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).

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).

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).

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).

Certificate of Amendment to the Articles of Incorporation of Parks!

America, Inc., filed with the Secretary of State of the State of Nevada on April 10, 2025 (effecting the Reverse Stock Split as of April 30, 2025, and incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2025).

Certificate of Amendment to the Articles of Incorporation of Parks!

America, Inc., filed with the Secretary of State of the State of Nevada on April 10, 2025 (effecting the Forward Stock Split as of April 30, 2025, and incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2025).

Description of Securities Registered Under Section 12 of the Exchange Act.

Loan Agreement between AggieLand-Parks, Inc.

and Cendera Bank, N.A.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024).

Promissory Note made by AggieLand-Parks, Inc.

in favor of Cendera Bank, N.A.

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024).

Deed of Trust Security Agreement and Financing Statement made by AggieLand-Parks, Inc.

in favor of Cendera Bank, N.A.

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024).

Letter from Parks!

America, Inc.

to Rebecca (Becky) McGraw relating to employment, dated December 23, 2024.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 10-Q filed with the SEC on May 9, 2025.

Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2024 filed with the SEC on December 13, 2024).

Amended and Restated Policy on Insider Trading.

of the Registrant.

Consent of GBQ Partners LLC dated December 12, 2025.

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

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

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

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

Certification

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

of the Sarbanes-Oxley Act of 2002.

Certification

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

of the Sarbanes-Oxley Act of 2002.

Certification

by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title

18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title

18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

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Page Interactive Data File (embedded within the Inline XBRL document)

management contract or compensatory plan or arrangement.

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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Jacob McDonough

Matthew Hansen

Financial Officer

6 unchanged sentences

Report of Independent Registered Public Accounting Firm PCAOB ID 1808

Consolidated Balance Sheets as of September 29, 2024 and October 1, 2023

Consolidated Statements of Operations for the years ended September 29, 2024 and October 1, 2023

Consolidated Statement of Changes in Stockholders’ Equity for the years ended September 29, 2024 and October 1, 2023

Consolidated Statements of Cash Flows for the years ended September 29, 2024 and October 1, 2023

Consolidated Balance Sheets as of September 28, 2025 and September 29, 2024

Consolidated Statements of Operations for the years ended September 28, 2025 and September 29, 2024

Consolidated Statement of Changes in Stockholders’ Equity for the years ended September 28, 2025 and September 29, 2024

Consolidated Statements of Cash Flows for the years ended September 28, 2025 and September 29, 2024

Notes to the Consolidated Financial Statements

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(the “Company”) as of September 28, 2025

and October 1, 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then

and September 29, 2024, 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 September 29, 2024 and October

financial statements present fairly, in all material respects, the financial position of the Company as of September 28, 2025 and September

29, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit

of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts

or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

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

We determined that there were no critical audit matters.

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BALANCE SHEETS

of September 29, 2024 and October 1, 2023

September 29, 2024

October 1, 2023

Cash and cash equivalents

Short-term investments

Accounts receivable

Prepaid expenses

Total current assets

Property and equipment, net

Intangible assets, net

Deferred tax asset, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

Other current liabilities

Current portion of long-term debt, net

Total current liabilities

Long-term debt, net

Deferred tax liability, net

Total liabilities

and cash equivalents

receivable, net

Inventories, net

current assets

and equipment, net

tax asset, net

AND STOCKHOLDERS’ EQUITY

current liabilities

portion of long-term debt, net

current liabilities

tax liability, net

STOCKHOLDERS’

Preferred stock, par

value $ .001 – authorized:

10,000,000 shares;

shares issued and outstanding

stock, par value $ .001 – authorized:

300,000,000 shares;

753,577 and 757,660 shares issued and outstanding, respectively (1)

Capital in excess

STOCKHOLDERS’ EQUITY

Common stock;

shares authorized, at $ .001

75,726,851 and 75,517,763

shares issued and outstanding, respectively

Capital in excess of par

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

(1) Prior period amounts have been adjusted to reflect the Reverse/Forward Stock Split that became effective on April 30, 2025.

Refer to Note

7, Stockholders Equity for further information about the Reverse/Forward Stock Split.

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

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STATEMENTS OF OPERATIONS

the Years Ended September 29, 2024 and October 1, 2023

For the year ended

September 29, 2024

October 1, 2023

Park revenues

Sale of animals

Total revenues

Cost of sales

Selling, general and administrative

Depreciation and amortization

Contested proxy and related matters, net

Tornado expenses and write-offs, net

Legal settlement

Loss on asset disposals, net

the Fiscal Years Ended September 28, 2025 and September 29, 2024

Cost of sales (exclusive of depreciation and amortization)

general and administrative

and amortization

proxy and related matters, net

expenses and write-offs, net

operating expenses, net

(loss) from operations

( 1,383,501 )

Other income, net

Interest expense

(income), net

(loss) before income taxes

( 1,479,797 )

Income tax benefit

$ ( 1,094,481 )

tax expense (benefit)

INCOME (LOSS)

$ ( 1,094,481 )

Loss per share - basic and diluted

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

INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED (1)

average shares outstanding - basic and diluted (1)

period amounts have been adjusted to reflect the Reverse/Forward Stock Split that became effective on April 30, 2025.

Refer to Note

7, Stockholders Equity for further information about the Reverse/Forward Stock Split.

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

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Years Ended September 29, 2024 and October 1, 2023

Balance at October 2, 2022

Issuance of common stock to Directors & Officer

Net loss for the year ended October 1, 2023

Balance at October 1, 2023

Issuance of common stock to Directors

Net loss for the year ended September 29, 2024

the Fiscal Years Ended September 28, 2025 and September 29, 2024

at October 1, 2023

( 1,094,481 )

Balance at September 29, 2024

Stock-based compensation expense

at September 29, 2024

income (loss)

Reverse/Forward Stock Split (2)

at September 28, 2025

period amounts have been adjusted to reflect the Reverse/Forward Stock Split that became

effective on April 30, 2025.

Refer to Note 7, Stockholders Equity for further information

about the Reverse/Forward Stock Split.

(2) Cash paid for fractional shares.

Refer to Note 7, Stockholders

Equity for further information about the Reverse/Forward Stock Split.

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

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STATEMENTS OF CASH FLOWS

the Years Ended September 29, 2024 and October 1, 2023

For the year ended

September 29, 2024

October 1, 2023

OPERATING ACTIVITIES:

$ ( 1,094,481 )

the Fiscal Years Ended September 28, 2025 and September 29, 2024

FLOWS FROM OPERATING ACTIVITIES

income (loss)

$ ( 1,094,481 )

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

Depreciation and amortization expense

Interest expense - debt financing cost amortization

Stock-based compensation

Interest accrued on certificates of deposit

Deferred income taxes

Tornado asset write-offs

Loss on asset disposals

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

INVESTING ACTIVITIES:

Investments in certificates of deposit

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

and amortization expense

Amortization of debt issuance costs

accrued on certificates of deposit

on disposal of property and equipment, net

in operating assets and liabilities:

Accounts receivable, net

Inventories, net

Prepaid expenses and other

Accounts payable

( 1,189,358 )

Maturity of certificate of deposit

Acquisition of property and equipment

Other current liabilities

cash provided by operating activities

FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturity

of short-term investments

Purchases of short-term investments

( 1,000,000 )

Investment in intangible assets

Proceeds from the disposition of property and equipment

Net cash used in investing activities

of property and equipment

( 1,276,822 )

from the disposition of property and equipment

cash used in investing activities

( 1,632,563 )

FINANCING ACTIVITIES:

Payments on 2020 Term Loan

Payments on 2021 Term Loan

Payments on Term Loan

Line-of-credit fees

Net cash used in financing activities

Net decrease in cash

FLOWS FROM FINANCING ACTIVITIES:

of 2020 Term Loan

( 2,389,544 )

from 2025 Term Loan

from Term Loan

on 2020 Term Loan

on 2021 Term Loan

on 2025 Term Loan

for 2025 Term Loan debt issuance costs

of Term Loan debt issuance costs

of lines of credit fees

Reverse/Forward Stock Split payments of fractional shares

cash used in financing activities

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 1,609,093 )

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash (refunded) paid for income taxes

AND CASH EQUIVALENTS:

CASH FLOW INFORMATION:

paid for interest

(refunded) for income taxes

$ ( 338,290 )

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TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

BACKGROUND AND BASIS OF PRESENTATION

America, Inc.

7 unchanged sentences

Wild Animal – Georgia owns and operates the Wild

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

Wild Animal – Missouri owns and operates the Wild

Animal Safari park located in Strafford, Missouri (the “Missouri Park”).

Aggieland Wild Animal – Texas owns and operates

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

2005, the Company entered its current business with the purchase of an

animal attraction in Pine Mountain, Georgia.

In 2008, the Company adopted its current name “Parks!

America” and its current

stock symbol “PRKA.” Parks!

Animal Safari Pine Mountain located in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns and

operates the Wild Animal Safari Springfield located in Strafford, Missouri (the “Missouri Park”).

Aggieland Wild Animal –

Texas owns and operates the Aggieland Safari located near Bryan/College Station, Texas (the “Texas Park”).

that are commonly used in the Company’s Notes to the Consolidated Financial Statements are defined as follows:

“2020 Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial

“2021 Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank.

“2025 Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank

“ Adjusted EBITDA” – Net income (loss) appearing

on the Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and

other significant items.

“Adjusted net income (loss)” – Net income

(loss) appearing on the Consolidated Statements of Operations excluding significant non-recurring or non-operational items.

net income (loss) is also presented on a diluted per share basis.

“EPS” – Earnings per share.

“Fiscal 2026” – The 52 weeks ending September

“Fiscal 2025” – The 52 weeks ended September

“ Fiscal 2024” – The 52 weeks ended September

“ GAAP” – Accounting principles generally

accepted in the United States.

“Reverse/Forward Stock Split” – 1-for-500 reverse stock split immediately followed by 5-for-1 forward stock split effective

on April 30, 2025.

“SEC” – The United States Securities and

Exchange Commission.

2005, the Company entered its current business with the purchase of an animal attraction located in Pine Mountain, Georgia.

America is domiciled in the state of Nevada and its headquarters is in Pine Mountain, Georgia.

The Company’s shares trade on the OTCPink market.

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 park revenues were 61.4% and 60.4% of annual park revenues for the Company’s

2024 and 2023 fiscal years, respectively.

SIGNIFICANT ACCOUNTING POLICIES

In 2008, the Company adopted its

current name “Parks!

America” and its current stock symbol “PRKA.”

to and on May 1, 2025, the Company’s common stock traded on the OTC Pink Market.

Effective May 2, 2025, the Company’s

common stock began and continues to be traded on the OTCQX Market.

As a result of the Reverse/Forward Stock Split, effective on

April 30, 2025, the Company’s common stock was traded on a post-split basis under the symbol “PRKAD” for 20

trading days, including the effective date, after which it reverted to “PRKA.”

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.

of Consolidation :

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

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

All inter-company accounts

and transactions have been eliminated in consolidation.

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

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.

Consolidated Financial Statements include the accounts of Parks!

America, Inc.

and its wholly owned subsidiaries (Wild Animal –

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

All intercompany transactions and balances have been

accompanying Consolidated Financial Statements have been prepared in accordance with GAAP.

In the opinion of management, all material adjustments are of a normal and recurring nature

necessary for a fair presentation of the results have been reflected for the periods presented.

In the opinion of management, all disclosures

made are adequate to make the information presented not misleading.

Change in Capital Structure

As described fully in Note 7, Stockholders Equity ,

effective April 30, 2025, the Company effected a 1-for-500 reverse stock split of the shares of the Company’s common stock, followed

immediately by a 5-for-1 forward stock split of the shares of the Company’s common stock, herein referred to as the Reverse/Forward

All prior period share and per share amounts presented in the Consolidated Financial Statements and accompanying

notes, including, but not limited to, shares issued and outstanding, dollar amounts of common stock, capital in excess of par, and earnings/(loss)

per share, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure.

no changes to the total number of authorized shares of common stock or their respective par values per share as a result of this change.

SIGNIFICANT ACCOUNTING POLICIES

Company’s fiscal year-end is the Sunday closest to September 30.

This fiscal calendar aligns the Company’s fiscal periods

closely with the seasonality of its business.

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.

The high season typically ends

after the Labor Day holiday weekend.

The fiscal periods in this report are presented as follows, unless the context otherwise requires:

Company’s parks are open year-round and we experience increased seasonal attendance, typically beginning in the latter half of

March through early September, and historically have realized a significant portion of our annual park revenue during our third and

fourth fiscal quarters.

The Company generated approximately 64.0 %

of our annual park revenue in the third and fourth fiscal quarters of Fiscal 2025 and Fiscal 2024,

respectively.

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

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.

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 2024 fiscal year, September 29 was the closest Sunday, and

for the 2023 fiscal year, October 1 was the closest Sunday.

This fiscal calendar aligns the Company’s fiscal periods closely with

the seasonality of its business.

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.

The high season typically ends after the Labor

Day holiday weekend.

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.

AMERICA, INC.

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TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

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

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

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.

of September 29, 2029, the fair value of the Company’s short-term investments approximated their carrying values given their remaining

duration was 45 days or less.

As of September 29, 2024 and October 1, 2023, the fair value of the Company’s long-term debt was

$ 3.24 million and $ 3.83 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

and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity

of these instruments.

and Cash Equivalents

The Company maintains its cash and cash equivalents with high credit quality financial institutions.

Company considers all highly liquid financial instruments with maturities of three months or less to be cash equivalents.

maintains cash and cash equivalents in deposit accounts which may at times exceed federally insured limits.

As of September 29, 2024

and October 1, 2023, cash and cash equivalents consisted of cash on deposit and a money market account.

Investments :

The Company periodically invests in certificates of deposit and classifies its certificates of deposit as cash and

cash equivalents or short-term investments and reassesses the appropriateness of the classification of its investments at the end of

each reporting period.

Certificates of deposit held for investment with an original maturity date greater than three months are carried

at amortized cost and reported as short-term investments on the consolidated balance sheets.

As of September 29, 2024, the Company had

$ 835,074 in two certificates of deposit, including accrued interest, classified as short-term investments.

These certificates of deposit

secure lines of credit, as detailed in “ Note 6:

LINES OF CREDIT ”.

did not have any certificates of deposit as of October 1, 2023.

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 $ 63,784 and $ 36,172 as of September 29, 2024 and October 1, 2023, respectively.

Accounts receivable as of September 29, 2024, included $ 50,000 directors and officers insurance proceeds as more fully described in “NOTE

CONTESTED PROXY AND RELATED MATTERS.”

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 by 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 at fiscal year-end because inventory levels turn

over rapidly.

The Company had inventory of $ 372,401 and $ 419,149 as of September 29, 2024 and October 1, 2023, respectively.

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

The following is a breakdown

of prepaid expenses:

OF BREAKDOWN OF PREPAID EXPENSES

September 29, 2024

October 1, 2023

Prepaid insurance

Prepaid income taxes

Other prepaid expenses

Total prepaid expenses

Company maintains its cash and cash equivalents with high credit quality financial institutions.

The Company considers all highly liquid

financial instruments with maturities of three months or less to be cash equivalents.

The Company maintains cash and cash equivalents

in deposit accounts which may at times exceed federally insured limits.

As of September 28, 2025 and September 29, 2024, cash and cash

equivalents consisted of cash on deposit and money market accounts.

Company periodically invests in certificates of deposit and classifies its certificates of deposit as cash and cash equivalents or short-term

investments and reassesses the appropriateness of the classification of its investments at the end of each reporting period.

of deposit held for investment with an original maturity date greater than three months are carried at amortized cost and reported as

short-term investments on the consolidated balance sheets.

As of September 28, 2025 the Company had no

short-term investments.

As of September 29, 2024, the Company

had $ 835,074 in

two certificates of deposit, including accrued interest, classified as short-term investments.

These certificates of deposit secure lines

of credit, as detailed in Note 6, Lines of Credit .

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.

parks are primarily a payment upfront business, therefore, the Company typically carries limited accounts receivable balances.

Company had accounts receivable of $ 18,293 , $ 63,784 and

$ 36,172 as of September 28, 2025, September 29, 2024 and October 1, 2023, respectively.

The accounts receivable balance as of

September 29, 2024 includes a receivable in the amount of $ 50,000

for insurance proceeds from directors and officers insurance as more fully described in Note 3, Contested Proxy and Related

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

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

The Company maintains an inventory obsolescence reserve to reduce the carrying value of inventory for items that

are slow-moving, excess, or obsolete.

The reserve is based on management’s assessment of current inventory levels, historical usage,

forecasted demand, and market conditions.

Adjustments to the reserve are recorded in cost of goods sold in the period identified.

Company recorded an inventory reserve for obsolescence in the amount of $ 49,000 as of September 28, 2025 and September 29, 2024, respectively.

Company prepays certain expenses primarily due to contractual requirements.

Prepaid expenses consisted of the following:

SCHEDULE OF PREPAID EXPENSES

advertising and marketing

prepaid expenses

AMERICA, INC.

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TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

OF PROPERTY, PLANT AND EQUIPMENT

September 29, 2024

October 1, 2023

Depreciable Lives

not applicable

Mineral rights

Ground improvements

Buildings and structures

10 - 39 years

Animal shelters and habitats

10 - 39 years

Equipment - concession and related

Equipment and vehicles - yard and field

Vehicles - buses and rental

Rides and entertainment

Furniture and fixtures

Projects in process

Property and equipment, cost

Less accumulated depreciation

and equipment are recorded at cost, less accumulated depreciation.

Additions and substantial improvements are capitalized and include

expenditures that materially extend the useful lives of the existing facilities and equipment.

Maintenance and repairs that do not materially

improve or extend the useful lives of the respective assets are expensed as incurred.

As of the balance sheet dates, Property and equipment,

net consisted of the following:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

and structures

shelters and habitats

- concession and related

and vehicles - yard and field

- buses and rental

and entertainment

and equipment, cost

Accumulated depreciation

( 6,601,516 )

( 5,907,608 )

Property and equipment, net

expense for the years ended September 29, 2024 and October 1, 2023 totaled $ 860,772 and $ 865,969 , respectively.

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 September 29, 2024 and

October 1, 2023 totaled $ 11,195 and $ 18,490 , respectively.

of Long-Lived Assets :

The Company reviews its long-lived 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.

and equipment, net

is recorded using the straight-line method over the estimated useful lives of the assets, which range from three to thirty-nine years.

Depreciation expense for the years ended September 28, 2025 and September 29, 2024 totaled $ 875,600 and $ 860,772 , respectively.

assets consist primarily of a site master plan, website domains and tradename registrations, which are record at cost of $ 68,803 and

amortized over their estimated useful lives ranging from three 3

Amortization expense was $ 10,396 and $ 11,195

for the years ended September 28, 2025 and September 29, 2024 , respectively.

Accumulated amortization was $ 46,141 and $ 35,745

as of September 28, 2025 and September 29, 2024.

Scheduled future amortization of intangible assets

is as follows as of September 28, 2025:

OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS

Fiscal years ending

of Property and Equipment

and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Impairment is assessed at the individual park level which is the lowest

level of identifiable cash flows and the Company considers the estimated undiscounted cash flows over the asset’s remaining life.

If estimated undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference

between the estimated fair value of the asset and its carrying value, net of salvage and any costs of disposition.

During Fiscal 2025

and Fiscal 2024, the Company recognized no impairment for property and equipment of the individual park locations.

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.

3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

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.

As of September 29, 2024, the fair value of the

Company’s short-term investments approximated their carrying values given their remaining duration was 45 days or less.

September 28, 2025 and September 29, 2024, the fair value of the Company’s long-term debt was $ 3.21

million and $ 3.24

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 and cash

equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of

these instruments.

Current Liabilities

The following is a breakdown of other current liabilities:

OF BREAKDOWN OF OTHER CURRENT LIABILITIES

September 29, 2024

October 1, 2023

Accrued compensation

Deferred revenue

Accrued professional fees

Accrued property taxes

Accrued sales taxes

Other accrued liabilities

Other current liabilities

current liabilities consisted of the following:

SCHEDULE OF OTHER CURRENT LIABILITIES

professional fees

property taxes

current liabilities

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recognition :

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

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

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

To determine revenue recognition for arrangements

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

(1) identify the contract

with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocation the

transaction price to the performance obligation in the contract;

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

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

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

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

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

Park admission revenues for annual 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 annual memberships were $ 115,950

from park admission fees is 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 revenue for annual season passes is deferred and recognized

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

Park admission fee revenue from advance online ticket purchases is deferred

until the customers visit the park.

Advance online tickets can generally be used anytime during the one-year period from the date of

Revenue from retail and concession sales is generally recognized upon the concurrent receipt of payment and delivery of goods

to the customer.

The Company excludes taxes assessed by governmental agencies from revenue, including sales-related taxes,

that are imposed on and concurrent with revenue-producing activities.

Contract Liabilities

liabilities consist of payments received in advance of the transfer of control to the customer.

Deferred revenue consists of

advance online admission tickets and annual season passes paid by customers prior to performance of these services or transfer

of control of the product.

The following table summarizes the deferred revenue associated with payments received in advance of the

transfer of control to the customer reported in Other current liabilities in the Consolidated Balance Sheets and amounts

recognized through Park revenue for each period presented.

All deferred revenue as of September 28, 2025 is expected to be

recognized in Park revenue during Fiscal 2026 as customers visit the parks or the one-year period expires from date of purchase.

OF DEFERRED REVENUE

Deferred revenue beginning of period

Deferred revenue recognized in period

Revenue deferred in period

Deferred revenue end of period

Animal sales are reported as a separate revenue line

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

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.

Company provides disaggregation of revenue based on geography in Note 12, 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.

Cost of Sales

Cost of sales are comprised principally of costs of

animal food sold resale to customers to feed the animals in the drive-through safari and cost of non-resale animal food, costs of gift

shop merchandise, food service and concessions, freight and delivery costs and cost of purchased animals sold.

Selling, General and Administrative Expenses

Selling, general and administrative

expenses are comprised principally of payroll and benefit costs, advertising and marketing costs, insurance, professional fees, transaction

processing fees, utilities, outside services, vehicle expenses, park maintenance, animal expenses and other administrative expenses.

and Marketing Expenses

costs for outdoor billboards are expensed in the month they are completed.

All other advertising, promotion and marketing programs

are expensed as incurred.

Certain prepaid costs incurred through year end for the following fiscal year advertising programs

are included within “Prepaid expenses” in the Consolidated Balance Sheet.

Advertising and marketing expenses for the

years ended September 28, 2025 and September 29, 2024 totaled $ 875,320

and $ 875,977 ,

as of September 29, 2024 and October 1, 2023, 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.

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

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

Company provides disaggregation of revenue based on geography in “ Note 11:

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.

and Marketing Costs :

The Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for

the years ended September 29, 2024 and October 1, 2023 totaled $ 875,977 and $ 1,084,376 , respectively.

Based Compensation :

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

period associated with the grant.

The Company awards shares to its Board of Directors for service on the Board.

The shares issued to

the Board are “restricted” and are not to be re-sold unless an exemption is available, such as the exemption afforded by

Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

respectively.

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

The Company previously awarded shares to its Board of Directors for service on the Board which vested immediately.

The shares issued to the Board

were “restricted” and were 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

The Company typically awarded its annual Director compensation at the end of

each calendar year.

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

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

to the stockholders for approval.

The Plan sets aside five million ( 5,000,000 ) shares for award of stock options, including qualified

incentive stock options and performance stock bonuses.

To date, no grants or awards have been made pursuant to the Plan and the Company

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

There were no outstanding awards as of September 28, 2025 and September 29, 2024.

with Related Parties

Company’s Board of Directors closely monitors and approves transactions with related parties.

A portion of the Company’s

long-term debt is secured by a cash collateral reserve of $ 2.5 million established by Focused Compounding.

See Note 5, Long-term Debt .

As of September 28, 2025,

Focused Compounding owned 41.27 % of the outstanding common stock of the Company.

Focused Compounding is controlled by Geoffrey Gannon

and Andrew Kuhn, who are each on the Company’s Board of Directors and Mr.

Gannon serves as the Company’s President.

September 4, 2025, Wild Animal – Georgia sold approximately 50

acres of land not used in the park operations to a management employee of the Georgia Park.

The real estate purchase agreement

provided for arms-length terms and conditions, as well as a condition that the land will be used for a single-family residence and

the purchaser will not operate any business on the property that would compete with the operations of the Company.

recognized a gain on the sale in the amount of $ 15,774 .

The gain is included within Other operating expenses, net in the accompanying Consolidated Statement of Operations.

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

and Diluted Net Income (Loss) Per Share :

Basic net income (loss) per share amounts are computed based on the weighted average

number of shares actually outstanding.

Diluted net income (loss) per share amounts are computed using the weighted average number of

common shares and common equivalent shares outstanding as if shares had been issued on the exercise any common share rights unless the

exercise becomes anti-dilutive.

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

weighted average number of common shares outstanding in each period.

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

Accounting Pronouncements :

Losses – Financial Instruments

June 2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments – Credit Losses

(Topic 326) , which significantly changes how entities measure credit losses for most financial assets, including accounts receivable

and held-to-maturity marketable securities, replacing the “incurred loss” model with an “expected loss” model

under which allowances are based on expected rather than incurred losses.

2016-13 became effective for the Company in the three

months ended December 31, 2023.

The adoption of ASU No.

2016-13 had an immaterial impact on the Company.

Reporting – Improvements to Reportable Segment Disclosures

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 the guidance in 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.

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

No interest and penalties related

to unrecognized tax benefits were accrued as of September 28, 2025 or September 29, 2024.

Earnings (Loss) per share

The numerator for both basic and diluted EPS is

net income (loss) attributable to the Company.

The denominator for basic EPS is based upon the number of weighted average

shares of the Company’s stock outstanding during the reporting periods.

The denominator for diluted EPS is based upon the

number of weighted average shares of the Company’s common stock and common shares equivalent outstanding during the reporting

periods using the treasury stock method in accordance with ASC 260, Earnings per Share .

The following table summarizes the components of basic

and diluted EPS:

SCHEDULE OF EARNING

PER SHARE BASIC AND DILUTED

Net income (loss)

$ ( 1,094,481 )

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

Earnings (loss) per share

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

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Reportable Segment Disclosures

This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that

are included within each reported measure of segment profit or loss, and requires all annual disclosures currently required by Topic

280 to be included in interim periods.

2023-07 is to be applied retrospectively for all periods presented in the financial statements

and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this guidance will have

on the Company’s disclosures.

(“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures about significant segment expenses regularly provided to

the chief operating decision maker that are included within each reported measure of segment profit or loss, and requires all annual

disclosures currently required by Topic 280 to be included in interim periods.

2023-07 is to be applied retrospectively for

all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for the fiscal year ended September

See Note 12, Segment Reporting .

Issued Accounting Pronouncements Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes

requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling

items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income

The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit)

and income tax expense (or benefit) each disaggregated between domestic and foreign.

ASU 2023-09 is effective for the annual periods

beginning after December 15, 2024.

The Company is currently assessing the impact of ASU 2023-09 on the Company’s consolidated financial

statement disclosures.

March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU

2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature.

ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied

on either a prospective or retroactive basis.

The Company is currently assessing the impact of ASU 2024-02 on the Company’s consolidated

financial statements.

November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

Under ASU 2024-03, a public entity would

be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization,

and depletion for each income statement line item that contains those expenses.

ASU 2024-03 is effective for annual reporting periods

beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 allows for early adoption

and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03

or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently assessing the impact of

ASU 2024-03 on the Company’s consolidated financial statement disclosures.

as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s

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

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

CONTESTED PROXY AND RELATED MATTERS

7 unchanged sentences

who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTESTED PROXY AND RELATED MATTERS (CONTINUED)

January 19, 2024 following Focused Compounding’s submission to the Company, the Company adopted a rights plan (the “Rights

Plan”), which provided, among other things, that if specified events occurred, the Company’s stockholders would be entitled

to purchase additional shares of the Company’s common stock.

On January 18, 2025, the Rights Plan expired pursuant to its terms.

March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each

of the members of its Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of

See “NOTE 10.

COMMITMENTS AND CONTINGENCIES” for additional information.

June 6, 2024 the Company held its annual meeting of stockholders (the “2024 Annual Meeting”).

11 unchanged sentences

Gannon is also the Portfolio Manager at Focused Compounding.

Company engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest.

For the year ended September 29, 2024, the Company incurred $ 2.09 million of expenses associated with this contested proxy and related

matters, partially offset by $ 50,000 of insurance proceeds.

As of September 29, 2024, the Company had approximately $ 982,200 of unpaid

bills associated with the contested proxy and related matters.

The Company continues in discussions with its directors and officers insurance

carrier regarding potential insurance coverage related to the expenses associated with the contested proxy and related matters.

The Company engaged legal counsel specializing in activist stockholder matters, as well as

several other consultants, during this proxy contest.

Contested proxy and related matters, net was a credit of $ 670,814

for the year ended September 28, 2025 compared to contested proxy and related matters expense, net of $ 2.04

million for the year ended September 29, 2024.

The $ 670,814

credit for the year ended September 28, 2025 included $ 567,157

of insurance proceeds received under the Company’s directors and officers insurance related to this matter.

These proceeds were used to pay

certain legal bills associated with the contested proxy and related matters.

In addition, a credit of $ 103,657

was recognized from the reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement of

outstanding invoices.

TORNADO EXPENSES AND ASSET WRITE-OFFS

March 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.

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

walkabout adventure zoo 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 accounted for approximately 10 %- 15 %

of the Georgia Park’s annual revenue.

The drive-through safari section of the Georgia Park reopened on April 15, 2023.

The Walkabout portion of the

park reopened in phases, starting with the first phase on May 2, 2023.

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.

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.

These expenses and write-offs were partially offset by $ 687,283 of insurance proceeds from

our commercial property coverage.

While no severe weather and tornado related expenses or asset write-offs were recorded during the year

ended September 29, 2024, the Company received the final anticipated tornado damage related insurance proceeds of $ 53,755 .

Company also made capital expenditures of $ 615,000 through October 1, 2023 related to severe weather and tornado damage rebuilding projects

and approximately $ 60,000 of capital expenditures during the year ended September 29, 2024 are associated with ongoing severe weather

and tornado damage rebuilding projects.

walkabout adventure zoo portion of the park reopened in phases, starting with the first phase on May 2, 2023.

part of the severe weather and tornado damage rebuilding projects, the Company completed capital expenditures of approximately

and incurred approximately $ 197,000

for construction in progress of the restroom facility replacement during the year ended September 29, 2024.

The Company incurred

approximately $ 594,000 of additional capital expenditures to complete the restroom facility replacement during the year ended

September 28, 2025.

The restroom facility was placed in service in February 2025 right before the start of the busy Spring Break

no severe weather and tornado related expenses or asset write-offs were recorded during the year ended September 29, 2024, the Company

received the final insurance proceeds of $ 53,755 .

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

LONG-TERM DEBT

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

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

The 2021 Refinancing included a term loan in the original

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

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

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

The 2021 Term Loan has a

maturity date of June 18, 2028 .

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

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

The outstanding balance of the 2021

Term Loan was $ 1.11 million as of September 29, 2024.

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

The purchase price of $ 7.1 million was financed with a $ 5.0 million loan (the “ 2020 Term Loan”) from First Financial Bank,

(“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 was secured by substantially all the Aggieland Wild Animal – Texas assets, as well as

guarantees from the Company and its subsidiaries.

The 2020 Term Loan bore an interest rate of 5.0 % per annum, had a maturity date

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

The 2020 Term Loan required 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 $ 2.39 million as of September 29, 2024.

On September 30, 2024, the 2020

Term Loan with First Financial was fully paid down with the proceeds of the term loan described below.

September 30, 2024 , Aggieland-Parks, Inc.

completed a refinancing transaction (the “ 2025 Refinancing ”) with Cendera Bank

The 2025 Refinancing included a term loan in the original principal amount of $ 2.5 million (the “2025

The 2025 Term Loan bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5 %.

The Prime Rate was

8.0 % as of September 30, 2024;

as such the 2025 Term Loan bears an initial interest rate of 7.5 %.

The 2025 Term Loan has a term of 10

years, with a 15-year amortization, and a ballon payment of the outstanding principal balance due September 30, 2034.

The initial monthly

loan payment is $ 23,200 .

18, 2021 , through our wholly owned

subsidiary Wild Animal – Georgia, we completed a refinancing transaction with Synovus Bank.

The 2021 Term Loan included an

original principal amount of $ 1.95 million.

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

per annum and is payable

in monthly installments of approximately

based on a seven-year amortization period.

The 2021 Term Loan has a maturity date of June

The 2021 Term Loan is secured by a

security deed on the assets of Wild Animal – Georgia.

We 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 $ 0.83

million and $ 1.11 million as of September

28, 2025 and September 29, 2024, respectively.

27, 2020 , through our wholly owned

subsidiary Aggieland-Parks Inc., we acquired Aggieland Wild Animal – Texas.

In part, this acquisition was financed with the 2020

Term Loan from First Financial Bank

(“First Financial”).

The 2020 Term Loan in the original principal amount of $ 5.0 million from First Financial 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 had an interest rate of 5.0 %

per annum, had a maturity date of April

27, 2031 , and required interest only monthly

payments through April 2021.

The 2020 Term Loan required monthly payments of approximately $ 53,213 beginning

We 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 pay down $ 1.0 million

against the 2020 Term Loan, which had an outstanding balance of $ 2.39

million as of September 29, 2024.

September 30, 2024, the 2020 Term Loan with First Financial was fully paid off with the proceeds of the 2025 Term Loan.

30, 2024 , Aggieland-Parks, Inc.

paid approximately $ 56,500 of fees and expenses in connection with the 2025 Term Loan.

The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $ 2.5

million established by Focused Compounding, with Cendera.

Geoffrey Gannon and Andrew Kuhn control Focused Compounding, and each serve on

the Board of the Company, and Mr.

Gannon is the Company’s President.

Focused Compounding did not receive a fee or any other benefit

in connection with establishing the above-described cash collateral reserve.

expense of $ 229,244 and $ 222,396 for the years ended September 29, 2024 and October 1, 2023, respectively, includes $ 48,219 and $ 5,888

of debt financing costs amortization, respectively.

Debt financing amortization costs for the year ended September 29, 2024 includes

$ 37,331 to write-off the balance of the 2020 Term Loan deferred financing costs, as well $ 5,000 of line-of-credit fee amortization.

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

OF OUTSTANDING LONG TERM DEBT

September 29, 2024

October 1, 2023

refinancing transaction for the 2025 Term Loan with Cendera Bank N.A.

The 2025 Term Loan provided an original principal amount of

$ 2.5 million,

the proceeds of which were used to repay all the indebtedness under the 2020 Term Loan and bears interest at a daily adjusted rate

equal to the Prime Rate minus 0.5 %.

The initial interest rate was 7.25 %.

As of September 28, 2025 the effective interest rate was at 6.75 %.

2025 Term Loan has a term of 10 years, with a 15-year amortization, and a balloon payment of the outstanding principal balance due

September 30, 2034.

October 1, 2023

Loan principal outstanding

unamortized debt financing costs

Gross long-term debt

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

The initial monthly loan

payment was $ 23,200

and has been reduced with the decrease in the effective interest rate to $ 22,277 as of September 28, 2025.

Aggieland-Parks,

Inc., paid approximately $ 60,716 of

fees and expenses in connection with the 2025 Term Loan.

The outstanding balance of the 2025 Term Loan was $ 2.41 million as of September 28, 2025.

The 2025 Term Loan is secured by substantially all the assets of

Aggieland-Parks, Inc., as well as a cash collateral reserve of $ 2.5 million

established by Focused Compounding Fund, LP, with Cendera Bank N.A.

Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP,

and each serves on the Board of the Company, and Mr.

Gannon serves as the Company’s President.

Focused Compounding did not receive a

fee or any other benefit in connection with establishing the above-described cash collateral reserve.

See Note 5, Long-term Debt to the Consolidated Financial Statements.

expense of $ 219,341

and $ 229,244 for the

years ended September 28, 2025 and September 29, 2024, respectively, includes amortization of debt issuance costs of $6,072 and

$48,219, respectively.

Amortization of debt issuance costs for the year ended September 29, 2024

includes $ 37,331

attributed to the write off of the unamortized balance of the 2020 Term Loan debt issuance costs and $ 5,000

of line-of-credit fee amortization.

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

SCHEDULE OF OUTSTANDING LONG TERM DEBT

principal outstanding

unamortized debt issuance costs

long-term debt

the 2025 Refinancing on September 30, 2024, the scheduled future principal maturities, by fiscal year, are as follows:

OF MATURITIES OF LONG-TERM DEBT

current portion of long-term debt

of September 28, 2025, the scheduled future principal maturities, by fiscal year, are as follows:

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

Fiscal years ending

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

LINES OF CREDIT

October 19, 2023, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, entered a line of credit of

up to $ 350,000

with First Financial (the “2023 First Financial LOC”).

October 19, 2023, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, entered a line of credit of up

to $ 350,000 with First Financial (the “2023 First Financial LOC”).

The 2023 First Financial LOC matured on October 11, 2024

11, 2024 and carried an interest rate of 5.6 %

on any utilized portion.

The 2023 First Financial LOC was secured by a $ 350,000

certificate of deposit issued by First Financial, which also matured on October 11, 2024 and paid an effective interest rate of 3.6 %.

and carried an interest rate of 5.6 % on any utilized portion.

The 2023 First Financial LOC was secured by a $ 350,000 certificate of deposit

issued by First Financial, which also matured on October 11, 2024 and paid an effective interest rate of 3.6 %.

The Company paid a $ 500

origination fee for the 2023 First Financial LOC.

The Company did not renew with 2023 First Financial LOC when the underlying

certificate of deposit matured and the proceeds from the certificate of deposit were transferred to the Aggieland Wild Animal

– Texas operating account.

The Company did not renew with 2023 First Financial LOC when the underlying certificate

of deposit matured and the proceeds from the certificate of deposit were transferred to the Aggieland Wild Animal – Texas operating

October 24, 2023, the Company, through its wholly owned subsidiary Wild Animal – Georgia, entered a line of credit of up to $ 450,000

with Synovus (the “2023 Synovus LOC”).

The 2023 Synovus LOC matured on October

24, 2024 and carried an interest rate of 7.75 %

The 2023 Synovus LOC matured on October 24, 2024 and carried an interest rate of 7.75 %

on any utilized portion.

The 2023 Synovus LOC was secured by a $ 450,000

certificate of deposit issued by Synovus, which matured on November

The 2023 Synovus LOC was secured by a $ 450,000 certificate of deposit issued by Synovus, which matured on November

13, 2024 and paid an effective interest rate of 5.25 %.

The Company paid a $ 4,500

origination fee for the 2023 Synovus LOC.

The Company did not renew with 2023 Synovus LOC when the underlying certificate of deposit

matured and the proceeds from the certificate of deposit transferred to in the Wild Animal – Georgia operating

The Company paid a $ 4,500 origination fee for the 2023 Synovus LOC.

did not renew with 2023 Synovus LOC when the underlying certificate of deposit matured and the proceeds from the certificate of deposit

transferred to in the Wild Animal – Georgia operating account.

of September 29, 2024 and through their respective maturities, the Company had not made any borrowings against either of these lines

Interest expense for the years ended September 29, 2024 and October 1, 2023, includes $ 5,000 and $ 0 of line of credit fee

amortization, respectively.

Interest expense for the years ended September 28, 2025 and September 29, 2024, includes none and $ 5,000 of line of credit

fee amortization, respectively.

STOCKHOLDERS’ EQUITY

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

the annual shareholder meeting held on March 7, 2025, the stockholders voted to approve the amendments to the Company’s Articles

of Incorporation to effect a 1 for 500 reverse stock split of the Company’s common stock followed immediately by an amendment to

the Company’s Restated Articles of Incorporation to effect a 5 for 1 forward stock split of the Company’s Common Stock, herein

referred to as the Reverse/Forward Stock Split.

April 1, 2025, the Board of Directors authorized the implementation of the Reverse/Forward Stock Split.

April 10, 2025, the Company filed a certificate of amendment to the Company’s Articles of Incorporation (“Charter”)

with the Secretary of State of the State of Nevada to effect a 1-for-500 reverse stock split of the shares of the Company’s common

stock, par value $ 0.001 per share followed immediately by the filing of a certificate of amendment to the Charter with the Secretary

of State of the State of Nevada to effect a 5-for-1 forward stock split of the Company Common Stock.

immediate goal of the Reverse/Forward Stock Split was to reduce excessive administrative costs associated with having a disproportionately

large number of stockholders who owned relatively few shares.

No fractional shares were issued in connection with the Reverse/Forward Stock Split.

Instead, the Company paid cash (without interest)

to any stockholder who would be entitled to receive a fractional share as a result of the Reverse/Forward Stock Split as follows:

who held fewer than 500 shares immediately prior to the Reverse Stock Split were paid in cash (without interest) an amount equal

to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common

Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective

Date of the Reverse Stock Split ;

remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse/Forward Stock Split

were paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the

Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding

the effective date of the Reverse/Forward Stock Split (with such average closing sales prices being adjusted to give effect to the

Reverse/Forward Stock Split).

prior period outstanding share amounts and per share amounts have been adjusted to reflect the Reverse/Forward Stock Split that became

effective on April 30, 2025.

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

December 4, 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 and two directors elected all cash.

the closing stock price of $ 0.275 per share on December 4, 2023, a total of 209,088 shares were issued on February 2, 2024.

compensation award cost of $ 80,000 was reported as an expense in the three months ended December 31, 2023, comprised of $ 57,500 in stock-based

compensation and $ 22,500 of cash payments.

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

months ended April 2, 2023, comprised of $ 65,000 in stock-based compensation and $ 15,000 of cash payments.

February 14, 2023, Lisa Brady the Company’s then 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.

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 compensation in all shares and two directors elected to receive compensation in all cash.

Based on the closing stock price

on December 4, 2023, a total of 2,091

shares were issued and immediately vested on February 2, 2024.

The total compensation award cost of $ 80,000 ,

comprised of $ 57,500

in stock-based compensation and $ 22,500

of cash payments, was recorded for the year ended September 29, 2024.

These costs are included within Selling, general and

administrative expenses in the Consolidated Statements of Operations.

directors and their controlled entities own approximately 42.36 % of the outstanding common stock of the Company as of September 28,

2 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Guarantee by Focused Compounding

2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $ 2.5 million

established by Focused Compounding, with Cendera.

LONG-TERM DEBT” for additional information regarding the 2025

As of September 29, 2024, Focused Compounding owned 40.2 % of the outstanding common stock of the Company.

Focused Compounding

is controlled by Geoffrey Gannon and Andrew Kuhn, who are each on the Company’s Board of Directors and Mr.

Gannon is the Company’s

14, 2022 , the

Company and Ms.

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

Pursuant to the Brady Employment Agreement, Ms.

Brady received an initial base annual compensation in the amount of $ 175,000

per year, which was increased to $ 184,000

effective March 1, 2024, subject to annual review

by the Board of Directors.

Brady was 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 was also scheduled to receive share awards of the Company’s common stock with a total value of $ 50,000 ,

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 was to be based on the average

price of the Company’s stock on the date of the award.

Each award was to 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 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.

Brady elected to

receive this award in cash to pay the income and employment tax obligations associated with her employment based equity awards.

the Company recorded $ 66,667

of stock-based compensation for the Brady Employment

Agreement for the year ended October 1, 2023.

Brady also received a $ 5,000

sign-on bonus.

The Brady Employment Agreement

had a term of five

June 14, 2024, following the contested proxy matter described in “NOTE 3.

CONTESTED PROXY AND RELATED MATTERS,” Ms.

stepped down as the Company’s President and Chief Executive Officer and she received a severance payment of $ 180,000 on June 25,

In addition, per the terms of her separation agreement, Ms.

Brady received a termination payment of $ 50,000 on September 27, 2024.

All unvested equity awards under the Brady Employment Agreement were forfeited effective June 14, 2024.

June 1, 2022 , the Company and Dale Van Voorhis, entered into an employment agreement (the “2022 Van Voorhis Employment Agreement”).

Van Voorhis had been part of the Company’s executive management since 2009 and served as the Company’s Interim CEO from

June 1, 2022 until Ms.

Brady was hired in November 2022.

Van Voorhis served as Special Advisor to the CEO from November 2022 through

May 31, 2023.

Pursuant to the 2022 Van Voorhis Employment Agreement, Mr.

Van Voorhis received annual compensation in the amount of $ 100,000

from June 1, 2022 through May 31, 2023 and annual compensation of $ 50,000 from June 1, 2023 until May 31, 2024.

Effective February 7,

2024, the Company’s Board of Directors terminated the 2022 Van Voorhis Employment Agreement pursuant to its terms and removed Mr.

Van Voorhis as the Company’s Chairman of the Board.

as of January 1, 2024 , the Company and Todd R.

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

(the “2024 White Employment Agreement”).

Pursuant to the 2024 White Employment Agreement, Mr.

White received an initial base

annual compensation in the amount of $ 90,000 per year, which was increased to $ 95,000 effective March 1, 2024, subject to annual review

by the Board of Directors.

The 2024 White Employment Agreement has a term of two years .

On September 3, 2024, the Company and Mr.

entered into a Separation Agreement whereby Mr.

White agreed to remain as the Company’s Chief Financial Officer through December

31, 2024 at his regular salary or until the earlier termination of his employment.

On September 5, 2024, pursuant to a Stock Purchase

Agreement dated September 4, 2024, Focused Compounding Fund, LP acquired Mr.

White’s 1,344,555 share of common stock of the Company

at $ 0.40 per share, for an aggregate price of $ 537,822 .

2025 Term Loan with Cendera Bank is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral

reserve of $ 2.5 million established by Focused Compounding.

See Note 5, Long Term Debt for additional

information regarding the 2025 Term Loan.

As of September 28, 2025, Focused Compounding owned 41.27 % of the outstanding common stock

of the Company.

Focused Compounding is controlled by Geoffrey Gannon and Andrew Kuhn, who are each on the Company’s Board of

Directors and Mr.

Gannon serves as the Company’s President.

September 4, 2025, Wild Animal – Georgia sold approximately 50 acres of land not used in the park operations to a management

employee of the Georgia Park.

The real estate purchase agreement provided for arms-length terms and conditions, as well as a

condition that the land will be used for a single-family residence and the purchaser will not operate any business on the property

that would compete with the operations of the Company.

The Company recognized a gain on the sale in the amount of $ 15,774 .

The gain is included within Other operating expenses, net in the accompanying Consolidated Statement of Operations.

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

the year ended September 29, 2024, the Company reported a pre-tax loss of $ 1,479,797 and for the year ended October 1, 2023, the Company

reported a pre-tax loss of $ 572,421 .

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

The Company reported income

(loss) before income taxes in the amount of $ 1,920,309

and $( 1,479,797 )

for the year ended September 28, 2025 and September 29, 2024, respectively.

The components of the provision

for (benefit from) income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

September 29, 2024

October 1, 2023

For the year ended

September 29, 2024

October 1, 2023

$ ( 196,871 )

Total current

Total deferred

Income tax benefit

the year ended

Total provision (benefit)

$ ( 385,316 )

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

of the following:

A reconciliation of the federal corporate income tax rate and the effective tax rate on income (loss) before income taxes consists of the following:

OF FEDERAL CORPORATE STATUTORY INCOME TAX RATE AND THE EFFECTIVE RATE

September 29, 2024

October 1, 2023

For the year ended

September 29, 2024

October 1, 2023

Federal statutory rate

State taxes, net of federal benefit

Non-deductible expenses

Change in valuation allowance

Effective income tax rate

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 September 29, 2024 and October 1, 2023:

the year ended

statutory rate

taxes, net of federal benefit

Non-deductible

Permanent differences

in valuation allowance

income tax rate

Deferred 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 deferred income tax assets and liabilities are as follows:

OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

September 29, 2024

October 1, 2023

Deferred tax assets (liabilities)

Net operating loss carryforwards

Accrued liabilities

Property and equipment

tax assets (liabilities)

operating loss carryforwards

and equipment

( 1,571,584 )

( 1,397,861 )

Intangibles assets

Valuation allowance

Net deferred tax asset (liability), net

Net deferred tax (liability) asset

$ ( 288,901 )

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 $ 98,519 as of

September 29, 2024.

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

requires a valuation allowance be recorded against a deferred tax asset (liability) 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 $ 84,173

as of September 28, 2025 and September 29, 2024, respectively.

This valuation allowance is based on the Company’s State of

Missouri net operating loss carryforwards totaling $ 2.66

million as of September 28, 2025, which expire in varying amounts from 2030 through 2045.

While significantly improved during the

year ended September 29, 2024, 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 September 29, 2024.

year ended September 28, 2025, due to the Company’s history of losses in the State of Missouri, the Company has established a

full valuation allowance against the related net operating loss carryforward asset as of September 28, 2025 and September 29, 2024, respectively.

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

INCOME TAXES (CONTINUED)

Company also had net operating loss carryforwards available for federal and State of Georgia tax purposes of $ 5.95 million and $ 899,973 ,

Company had net operating loss carryforwards available for federal and State of Georgia tax purposes of $ 5.64

million and $ 1.10 million ,

respectively, as of September 28, 2025.

Each of these has an indefinite carryforward period;

however, each is limited to offset 80 % of

taxable income any period applied.

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.

9 unchanged sentences

Any tax penalties or interest expense will be recognized in income

No interest and penalties related to unrecognized tax benefits were accrued as of September 29, 2024 and October 1, 2023.

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

No interest and penalties related to unrecognized tax benefits were accrued as of September 28, 2025 and September 29, 2024.

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

federal jurisdiction and various state jurisdictions.

22 unchanged sentences

of stockholders held on June 6, 2024.

CONTESTED PROXY AND RELATED MATTERS” for additional information.

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,

See Note 3, Contested Proxy and Related Matters for additional information.

as noted above, the Company is not a party to any pending legal proceedings, 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.

4 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAJOR VENDORS

The Company has two major vendors, exclusive to the

Georgia Park, that accounted for approximately 24.8 % of cost of sales for the year end September 28, 2025.

The Company had one major vendor, exclusive to the Georgia Park, that accounted for approximately 10.2 % of cost

of sales for the year ended September 29, 2024.

The Company expects to maintain

relationship with these vendors but would have replacements available if ties to these two suppliers were discontinued.

BUSINESS SEGMENTS

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, taxes, depreciation and amortization, and free cash flow.

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

SCHEDULE OF REVENUE BY

REPORTING SEGMENTS

September 29, 2024

October 1, 2023

For the year ended

September 29, 2024

October 1, 2023

Total revenues:

Total revenues

Income (loss) before income taxes:

Company identifies our operating segments to be the individual parks:

Georgia Park, Missouri Park and Texas Park and operates in three

reportable segments.

reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis.

Discrete financial information and operating results are prepared at the individual park level for use by the President and Chief Executive

Officer, who is the Chief Operating Decision Maker (“CODM”) of the Company.

The CODM uses segment operating income/(loss),

defined as park earnings before interest, taxes, depreciation and amortization, and free cash flow as the reportable segment profitability

measure to assess performance and allocate resources.

segment expenses are expenses which are regularly provided to the CODM and are included in segment operating income/(loss).

These consist

of segment cost of animal food, merchandise and food, other revenue driven costs, personnel costs, advertising and marketing and all other segment expenses.

cost of sales includes cost of animal feed and cost of gift shop merchandise, food and concessions.

Other revenue driven costs include

credit card fees and other revenue processing fees.

Personnel costs include fixed and variable wages, benefits costs and employer payroll

Other segment expenses include animal expenses, park and vehicle maintenance, insurance, utilities, outside services, operating

supplies and other miscellaneous expenses.

The Company does not allocate corporate expenses to our segments.

following tables set forth, for the periods indicated, certain segment information the Company’s reportable segments:

SCHEDULE OF REVENUE BY REPORTING SEGMENTS

Year Ended September 28, 2025

significant expense categories (1) :

of animal food, merchandise and food (1)

revenue driven costs (1) (2)

costs (1) (3)

and marketing (1)

segment expenses (1) (4)

operating income as percentage of total revenue

Year Ended September 29, 2024

significant expense categories (1):

of animal food, merchandise and food (1)

revenue driven costs (1) (2)

costs (1) (3)

and marketing (1)

segment expenses (1) (4)

operating income as percentage of total revenue

(1) The significant

expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2) Other revenue driven costs include credit

card fees and other revenue processing costs driven by sales volume.

(3) Personnel costs include fixed

and variable wages, benefits and employer taxes.

(4) Other segment expenses include all

other operating expenses, including animal expenses, park and vehicle maintenance, insurance, utilities, outside services, operating

supplies and other miscellaneous expenses.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

28, 2025 and September 29, 2024

BUSINESS SEGMENTS (CONTINUED)

table below sets forth, for the periods indicated, a reconciliation of reporting consolidated segment income to Income before income

OF RECONCILIATION OF REPORTING SEGMENT INCOME TO INCOME BEFORE INCOME TAXES

segment income

corporate expenses (1)

( 1,211,764 )

( 1,198,652 )

Depreciation and amortization

Loss on asset disposals, net

Contested proxy and related matters, net

Tornado expenses and write-offs, net

Legal settlement

Other income, net

Interest expense

$ ( 1,479,797 )

$ ( 572,421 )

Income (loss) before income taxes

$ ( 1,479,797 )

and amortization

proxy and related matters, net

expenses and write-offs, net

operating expenses, net

(income), net

(loss) before income taxes

$ ( 1,479,797 )

Depreciation and amortization:

corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer

software and services, professional fees and public company related expenses.

SCHEDULE OF ADDITIONAL SEGMENT DATA

and amortization:

depreciation and amortization

expenditures:

capital expenditures

September 29, 2024

October 1, 2023

September 29, 2024

October 1, 2023

Total assets:

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS

September 30, 2024, Aggieland-Parks, Inc.

completed the 2025 Refinancing with Cendera.

The 2025 Refinancing included the 2025 Term Loan

in the original principal amount of $ 2.5 million.

The proceeds of 2025 Term Loan were primarily used to pay off the Company’s

2020 Term Loan with First Financial.

LONG-TERM DEBT” for additional information.

Company has analyzed its operations subsequent to September 29, 2024 to the date these financial statements were issued and has determined

that, except as noted above, 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