Management's discussion and analysis of results of operations and financial condition ("MD&A") is a supplement to the accompanying consolidated financial statements and provides additional information on Parks! America Inc.'s ("Parks America" or the "Company") businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our consolidated financial statements for the year ended December 31, 2008 provided in this annual report on Form 10-K. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein.

The forward-looking information set forth in this annual report is as of the date of this filing, and we undertake no duty to update this information. More information about potential factors that could affect our business and financial results is included in the section entitled "Risk Factors" of this annual report.

Overview

Parks! America, Inc. is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States. . We are in the process of building a family of parks primarily through acquisitions of small local or regional privately owned parks. Our goal is to develop a series of compatible, but distinct entertainment and amusement products including themed amusement parks, associated products, food and beverage. The implementation of this strategy has begun with themed attractions specifically drive through wild animal parks that feature animals from around the world. The park in Pine Mountain GA was acquired on June 21, 2005 and our second park in Strafford MO was acquired March 6, 2008. Our philosophy is to acquire existing properties with these primary criteria in mind:

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Properties that have an operating history;

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Properties where our management team believes the potential exists to increase profits and operating efficiencies; and

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Properties where there is additional, underutilized land upon which to expand operations.

It also is our belief that acquisitions should not unnecessarily encumber the Company with debt that cannot be justified by current operations. By using a combination of equity, debt and other non-traditional financing options, we intend to carefully monitor shareholder value in conjunction with our pursuit of growth.

Parks! America, Inc. is the parent corporation of the following wholly owned subsidiaries:

(1) Wild Animal Safari, Inc., a Georgia corporation that operates and owns the Wild Animal Safari theme park in Pine Mountain, Georgia (which is 70 miles south of Atlanta, GA and 40 miles north of Columbus, GA).

(2) Wild Animal, Inc., a Missouri corporation that operates and owns the Wild Animal theme park in Strafford, Missouri (which is 12 miles east of Springfield, MO and 45 miles north of Branson, MO.).

On December 30, 2008, the Company entered into an agreement pursuant to which it agreed to re-convey all of the assets of its previously wholly-owned subsidiary, Parks Staffing Services LLC ("Park Staffing") to the original owners. The assets of Park Staffing were previously acquired by the Company on September 30, 2007. The results of operations and financial condition of Park Staffing are presented as discontinued operations in these financial statements. The sale of Park Staffing was effective January 1, 2009, therefore the assets and liabilities of Park Staffing were reported as discontinued assets and liabilities at year end.

Impact of the Current Economic Environment

Park Staffing operations were dramatically reduced in December due to economic recession, particularly in the oil fields of Bakersfield, CA and surrounding region in which a substantial portion of its temp staffing services were derived. On December 26, 2008, the Board of Directors approved the reconveyance of Park Staffing back to the original owners. An agreement was signed on December 30, 2008 with an effective date of January 1, 2009. The Board believed the operating results of Park Staffing would continue to suffer as a result of the recession and changes in workers compensation laws which had an adverse impact on the cost structure of this entity.

As of May 5, 2009, the economic recession has not dramatically affected our themed park results of operations.

Restatement of Financial Statements

The Board of Directors was informed by management that it had unrecorded expenses during 2007 totaling $146,914. The Company's financial statements have been restated for 2007 to reflect this correction of an error. Earnings for this year were reduced by $146,914, or $0.00 per share for unrecorded expenses incurred at the corporate office in Santa Monica, CA on behalf of the Company. Further, the Company corrected its valuation of its Note Receivable acquired from the sale of its Idaho convenience center. The Note receivable is secured with 300,000 shares of its own Company stock which was tendered to the Company at time of the Idaho convenience store sale. The book value of the note receivable was written down by $276,000 to a restated book value $24,000, to reflect the closing price of Parks! America, Inc. common stock at December 31, 2007. The note was previously recorded at its face value of $300,000. The total impact of these corrections was a reduction in earnings of $422,914, or $0.01 per share. Net earnings have been restated to a net loss of $121,923, or $0.00 per share from a profit of $300,991, or $0.01 per share. The impact of this restatement was less than $0.01 per share, however due to rounding it appears as $0.02 per share (see Note 10 of the financial statements for more information).

In addition, on September 26, 2008, management of the Company concluded that its financial statements for the years ended December 31, 2007 and 2006, which are included in its Form 10-KSB for the years ended December 31, 2007 and 2006, did not properly account for the sale of the Crossroads Convenience Center and were deficient in various footnote disclosures required in accordance with United States Generally Accepted Accounting Principles, and, as a result, cannot be relied upon. Accordingly, the Company has restated its financial statements for the years ended December 31, 2007 and 2006 in order to correct such errors.

Management has determined that, as of the December 31, 2008 measurement date, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting. Management has assessed these deficiencies and has determined that there were material weaknesses in the Company's internal control over financial reporting. Management has concluded that our internal control over financial reporting was not effective as of December 31, 2008. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In management's opinion, our assessment as of December 31, 2008 regarding the existence of material weaknesses in our internal control over financial reporting relates to (1) the absence of adequate staffing, proper role descriptions, inadequate training and poor communication between offices, (2) the lack of controls or ineffectively designed controls, (3) the failure in design and operating effectiveness of information technology controls over financial reporting, and (4) failures in operating control effectiveness identified during the testing of the internal control over financial reporting.

Results of Operations Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

The Company completed two significant strategic transactions in 2008, the purchase of the Missouri theme park and the reconveyance of its Park Staffing Services business back to the original owners effective January 1, 2009.

In addition, the Company reported several asset write downs and impairments totaling $938,259, or $0.02 per share at year end. The write downs were required to properly state the carrying value of certain assets at December 31, 2008 to their fair market value. See the Impairment discussion further down in this MD&A discussion for more details.

Net Sales

Total net sales increased more than $500,000 to $3.1 million primarily as a result of the startup of Wild Animal Inc. (hereafter Missouri park) which opened in March 2008. The Missouri park generated $444,000 in net sales since opening in 2008. The net sales of the Georgia theme park increased $67,000, or 3% as a result of higher pricing for admission to the park. Attendance at the Georgia theme park reached a new high at over 140,000, or 0.5% more than 2007. Gasoline prices reached an all time high in 2008, negatively affecting visitor's sentiment to travel. Management was pleased to report attendance did increase despite the all time high gasoline prices.

Total cost of sales increased $75,000 in 2008 as a result of adding the Missouri theme park. The Missouri park cost of sales were $81,000 since opening in March 2008.

Corporate spending increased $394,000 in 2008 as a result of transferring salaries of $125,000 out of the Georgia park and into corporate payroll, increased professional fees of $140,000 (primarily for outside accountants for compliance and financial reporting deficiencies) and greater spending on office rent and support services ($106,000 more in 2008). In March 2009, the corporate office was closed and moved to Pine Mountain, Georgia to reduce overhead spending.

The Company invested substantially in opening and starting up its new park in Missouri in 2008. This park reported a $211,000 loss from operations in its first nine months of operation and $338,000 negative contribution margin after including interest and depreciation. The Missouri park was run down and poorly operated in the past by its former owners, requiring us to make substantial and on-going improvements and for us to overcome past perceptions of the theme park. Our visitors are being built slowly, but it will take another year or so to get it to break even on operations, not including covering any depreciation and interest. This property has tremendous potential for growth in operating profit but it will take time to establish its reputation as a quality theme park.

The following table breaks down our continuing operations by subsidiary for 2008 versus 2007:

                              Georgia Park         Missouri Park            Total
(in thousands)                   2008      2007      2008    2007         2009      2008
Net Sales                       2,663     2,596       444  Purchased     3,107     2,596
Cost of Sales                   (347)     (351)      (80)  in Mar-08     (427)     (351)
Gross Profit                    2,316     2,245       364                2,680     2,245
Gross Profit %                    87%       86%       82%                  86%       86%
Operating Expenses            (1,342)   (1,331)     (574)              (1,916)   (1,331)
Operating Profit / EBITDA         974       914     (210)                  764       914
EBITDA %                          37%       35%      -47%                  25%       35%
Depreciation & Interest         (382)     (341)     (128)                (510)     (341)
Contribution Margin               592       573     (338)                  254       573

The operations of the Georgia park remain strong. The Missouri park is improving but is still losing money from operations. We expect Missouri to be generating a positive operating margin in 2010.

Expenses

General, administrative and selling expenses increased $980,000 to $3.0 million in 2008 with Missouri park spending $574,000 since opening. Spending at the Georgia park remained at approximately the same level as that of 2007. Spending at Corporate headquarters increased $394,000 to $1.1 million as discussed above.

Depreciation and Amortization

Our depreciation and amortization expense increased $90,000 to $267,000 as a result of buying and opening the Missouri park in March 2008 ($61,000) and higher depreciation expense at Georgia for new assets placed in service in 2008.

As stated earlier, the Company entered into an agreement on December 30, 2008 to re-convey the assets of Parks Staffing back to the original owners effective January 1, 2009. The agreement was for $616,080 less than the carrying value of the assets of Parks Staffing as of December 31, therefore goodwill and intangibles recorded on the Company's books were reduced by this amount and reported as a loss on the sale of discontinued operations.

The Company wrote off $96,079 of Property and Equipment to impaired asset expense at December 31, 2008 for previously capitalized fees paid to appraisers, architects, attorneys, and surveyors contracted to develop expansion plans on 300 unused acres at the Georgia theme park. The expansion plan was abandoned in 2008 after management was unsuccessful at gaining proper zoning for this planned expansion and the entire capitalized cost was written off.

The Company wrote down the carrying value of securities in common stock that it received in exchange of services in 2007 to its year end listed market value of $10,500, a write down of $114,500. Further two different notes receivable were reduced to $3,000, a reduction of $111,600. The Treasure Bay receivable for $90,600 was written off the books and the Idaho convenience sale note was reduced from its restated value of $24,000 at December 31, 2007 to its current market value of $3,000 at December 31, 2008.

Summary of Discontinued Operations and Unusual Changes recorded in 2008:

        Park Staffing - Loss on sale of discontinued operations $ 616,080
        Write off of Georgia park development costs                96,079
        Devaluation of notes receivable                           111,600
        Change in market value of securities held                 114,500

        TOTAL                                                   $ 938,259

Interest Expense

Interest expense increased $84,000 to $263,000 in 2008 as a result of acquiring the Missouri park in March 2008 ($66,000 interest expense). Georgia park interest increased $14,000 as a result of utilizing the line of credit for much of the year.

Net Loss and Loss Per Share

The Company reported a loss of $1.5 million, or $0.03 per share, in 2008 versus a loss of $122,000, or $0.00 per share in 2007. The 2008 results of the Company were reduced by a $938,000 of asset write downs discussed above, startup losses of over $300,000 associated with opening the Missouri park, and increased corporate spending of $394,000. The Georgia park contributed slightly more in contribution margin in 2008 versus 2007. Included in discontinued operations is improvement in Park Staffing's contribution margin of $238,000 as a result of 12 months versus 3 months last year.

By closing the corporate office in Santa Monica in March 2009, we expect to save $450,000 annually.

Liquidity and Capital Resources

Management believes that cash generated by or available to Parks! America may not be sufficient to fund its capital and liquidity needs for the near-term foreseeable future. Our working capital is negative $636,000 at December 31, 2008 as compared to $280,000 positive at December 31, 2007.

The cash flow from operating activities was a loss of $771,000 as compared to last year's positive cash flow of $28,000. During 2008, the Company purchased Missouri park with $250,000 cash and seller financing of $1,750,000. In addition, the Company borrowed another $500,000 from a bank to fund improvements at the Missouri park. Furthermore, the Company used another $291,000 of its line of credit in 2008 to fund operations and capital spending.

Total debt (including the line of credit) at December 31, 2008 was $5.0 million versus $3.0 million last year. The Company paid down more than $500,000 in debt principal during 2008.

Our principal source of income is from cash sales, which may not provide sufficient cash flow to fund operations and service our current debt. During the next twelve to twenty-four months, management will focus on improving the financial condition of the Company, by paying down short term debt and building cash reserves. This will be a very challenging time period as we work to recover from the loss generated in 2008 and our negative working capital position at year end.

Unrestricted cash was $73,000 at year end. We borrowed $321,000 on our line of credit leaving us an available balance of $129,000. Capital spending will be kept to a minimum during the next twelve months as we strive to improve our financial condition.

Our current size and operating model leaves us very little room for mistakes. Our highest priority is to make the Missouri park operation profitable. The tightness in the financial markets could make it difficult for us to raise the needed capital to give us the time we may need to get the Missouri park profitable. Any future capital raised by our company is likely to result in substantial dilution to existing stockholders.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An infinite number of variables can be posted that could have an effect on valuation of assets and liabilities. For example, it is assumed that:

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Revenue and profit growth at the theme parks will continue;

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The infrastructure will accommodate the additional customers;

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Cost of improvements and operations will remain a relatively stable budgeted allocation;

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Per capita spending by the customers will continue to rise in relation to the rise in capital expenditures;

If any one of these assumptions, or combination of assumptions, proves incorrect, then the values assigned to real estate, per capita revenues, attendance and other variables that have remained consistent over the past two years may not be realized. The same would be true if higher than expected revenue streams occurred.