The information in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included elsewhere in this report and with our annual report on Form 10-K for the fiscal year ended December 31, 2008. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

We are in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States. We plan to build a family of parks primarily through acquisitions of small local and regional privately owned existing 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, and multimedia offerings. The implementation of this strategy has begun with themed amusement parks and attractions. Our business plan is to acquire existing properties.

Effective June 11, 2008, the Company changed its name from Great American Family Parks, Inc. to Parks! America, Inc. In addition, effective June 25, 2008, the Company's quotation symbol on the Over-the-Counter Bulletin Board was changed from GFAM to PRKA.

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 (the "Georgia Park").

(2) Wild Animal, Inc., a Missouri corporation that operates and owns the Wild Animal Safari theme park in Strafford, Missouri (the "Missouri Park"). The Company acquired Wild Animal, Inc. in March of 2008.

On December 30, 2008, the Company entered into an agreement with Stanley Harper, Troy Davis and CCS (the company from which we originally acquired the business of our subsidiary, Parks Staffing Services on September 30, 2007), pursuant to which the Company agreed to re-convey to its prior owners certain assets of Park Staffing Services (the "Re-conveyance Agreement"). The Re-Conveyance Agreement was effective as of January 1, 2009. The cash consideration paid for the assets of Park Staffing Services totaled $50,000. In addition, CCS agreed to forgive the remaining principal balance of $393,015 on its promissory note to the Company. Also, Mr. Harper returned warrants to acquire an additional 5,000,000 shares of the Company's common stock at $0.05 per share and these warrants were cancelled. Goodwill and other intangibles associated with the original acquisition of Park Staffing Services were recorded in the amount of $1,062,500. The Company wrote down its goodwill by $570,245 and reduced intangibles by $45,835 as of December 31, 2008 to reflect the consideration paid on January 1, 2009 under the terms of the Re-conveyance Agreement. The assets of Park Staffing Services were originally acquired by the Company on September 30, 2007. For financial reporting purposes Park Staffing Services is presented as a discontinued segment in these financial statements.

In an effort to reduce our overhead costs and improve our internal controls over disbursements and financial reporting, our corporate office in Santa Monica, California was closed and all accounting and corporate records were consolidated to our headquarters in Pine Mountain, Georgia. Following the resignation of Larry Eastland and Richard Jackson in March 2009, the Board of Directors hired Tristan R. Pico, a prior member of the Board, as the new Chief Executive Officer and Dale Van Voorhis as the new Chief Operating Officer. Mr. Van Voorhis who was also elected as the Chairman of the Board. In addition, Jon Laria, CPA, was recruited as the new Chief Financial Officer.

In management's opinion, our assessment as of March 31, 2009 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

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

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

Park Staffing is reported as a discontinued segment.

Results of Operations

Total net sales for the first three months of the year increased approximately $86,000 to approximately $438,000 as a result of the Missouri theme park being open for the entire quarter versus just opening at the end of March 2008. The Georgia park net sales increased 10% to $366,000 as a result of better pricing. Attendance at the Georgia theme park was flat despite 2009's first quarter recession. This is traditionally a slower part of the season due to harsher weather and very little group activity as well.

Total cost of sales increased approximately $16,000 to $86,000 in 2009 as a result of having the Missouri park open for three months in 2009 versus a few days in 2008.

Total gross profit increased approximately $70,000 to $352,000 in the first quarter 2009 with the Georgia park adding $31,000 and Missouri park generating additional gross profit of $39,000 during the quarter as a result of being open for the entire quarter in 2009.. Higher admission pricing at the Georgia park created the higher profit margin.

The Georgia park lowered its operating expenses by $106,000 during the first quarter 2009 by reducing expenditures in advertising, professional fees, fuel, insurance cost, payroll and travel. Missouri spent $81,000 more reflecting three entire months of operation versus just opening late last March 2008.

The Georgia park generated a positive contribution margin of $22,000, or $126,000 more than last year as a result of its cost cutting and higher pricing.
Missouri results were in line with Management's expectations for this start-up operation.

The following table breaks down our operations by subsidiary for 2009 versus 2008:

       First QTR                   Georgia Park   Missouri Park      Total
       ($ in 1,000's)                2009   2008   2009  2008*     2009   2008
       Net Sales                      366    334     72       18    438    352
       Cost of Sales                 (65)   (64)   (21)      (6)   (86)   (70)
       Gross Profit                   301    270     51       12    352    282
       Gross Profit %                 82%    81%    71%      67%    80%    80%
       Operating Expenses           (226)  (332)  (113)     (32)  (339)  (364)
       Depreciation & amortization   (53)   (42)   (30)      (5)   (83)   (47)
       Contribution Margin             22  (104)   (92)     (25)   (70)  (129)
       Corporate operating expenses                               (389)  (212)
       Profit (Loss) from operations                              (459)  (341)

Excluding the restructuring charges of $204,090, corporate spending was slightly higher during the first quarter due to higher salaries. The Company implemented a restructuring to close the corporate office in Santa Monica, CA and move its functions to the Georgia park. We expect to save over $450,000 from last year's spending going forward in the next twelve months as a result of this move and reductions in corporate payroll.

The Georgia park sold some timber from its unused areas generating other income of approximately $177,000 in the first quarter of 2009 which helped offset the restructuring charge of $204,090 (see Note 11 for more information).

The Company reported a loss from continuing operations of $367,933 versus a loss of $393,541 during first quarter of 2008. During the first quarter, income from discontinued operations was $0 in 2009 versus income of $180,492.

The first quarter net loss was $367,933, or $0.01 per share, versus a loss of $213,049, or $0.00 per share last year.

Liquidity and Capital Resources

Management believes that cash generated by or available to Parks! may not be sufficient to fund its capital and liquidity needs for the near-term foreseeable future. Our working capital is negative $755,000 at March 31, 2009 as compared to $636,000 negative at year end.

Total debt (including the line of credit) at March 31, 2009 was $4.7 million versus $5.0 million at year end as a result of transferring 393,000 of debt related to Park Staffing upon reconveyance at January 1, 2009. This was partially offset by additional borrowing another $72,000 on our line of credit during the first quarter.

At March 31, 2009 the Company had equity of $2.2 million and total debt of $4.7 million, leaving the Company with a debt to equity ratio was 2.2 to 1. The Company's debt to equity ratio was 2.1 to 1 as of year end.

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.

Unrestricted cash was $74,000 at March 31, 2009 and our line of credit was drawn down to $394,000 leaving us an available balance of $56,000. Capital spending will be kept to a minimum during the next twelve months as 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.

Summary of Significant 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 posited that could have an effect on valuation of assets and liabilities. For example, it is assumed that:

11.

Revenue and profit growth at Wild Animal Safari (Georgia park) will continue and that our Missouri park results will continue to improve as word of mouth and advertising continue to draw new business;

·

The infrastructure will accommodate the additional customers;

·

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

·

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.