Form 8K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K/A

(Amendment No. 1)


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest reported): July 8, 2008


PARKS! AMERICA, INC.

(Exact name of registrant as specified in charter)


Nevada

333-127199

91-0626756

(State or Other Jurisdiction of

(Commission File Number)

(IRS Employer

Incorporation or Organization)

 

Identification No.)


3420 Ocean Park Boulevard, Suite 3000, Santa Monica, CA 90405

(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (310) 450-9100


Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


£  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


£  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


£  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


£  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Explanatory Note


This Amendment No. 1 to the Current Report on Form 8-K of Parks! America, Inc. amends the Current Report on Form 8-K filed by Parks! America, Inc. (the “Company”) on July 28, 2008 solely to provide a copy of the letter furnished by Madsen & Associates, Inc. in response to the disclosure provided in the Current Report on Form 8-K filed by the Company on July 28, 2008.


Item 9.01 Financial Statements and Exhibits


(a) Financial statements of business acquired.


Not applicable.


(b) Pro forma financial information.


Not applicable.


(c) Exhibits.


Exhibit 16.1     Letter re Change in Certifying Accountant




2




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PARKS! AMERICA, INC.



Date: August 1, 2008

By: /s/ Richard W. Jackson

 

Name: Richard W.Jackson

 

Chief Financial Officer,




3