Form 12b-25


U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 12b-25


NOTIFICATION OF LATE FILING


SEC File Number:  ____________




£  Form 10-K     £ Form 20-F     £ Form 11-K   S   Form 10-Q     £ Form 10-D  £ Form N-SAR

£ Form N-CSR


For period ended: ________________


£

Transition Report on Form 10-K

£

Transition Report on Form 20-F

£

Transition Report on Form 11-K

£

Transition Report on Form 10-Q

£

Transition Report on Form N-SAR

For the Transition Period Ended:   N/A


Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.



PART I B  REGISTRANT INFORMATION

­­­­­­­­­­­­­­­

 

Parks! America, Inc.

Full Name of Registrant

 

Former Name if Applicable

 

3420 Ocean Park Boulevard, Suite 3000

Address of Principal Executive Office (Street and Number)

 

Santa Monica, CA 90405

City, State and Zip Code






PART II B  RULES 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.


  

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


S

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


(c) The accountant=s statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable.


PART III B  NARRATIVE


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)


The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such report no later than five days after its original prescribed due date

PART IV B OTHER INFORMATION


(1)

Name and telephone number of person to contact in regard to this notification


Richard W. Jackson, Chief Executive Officer

 

(310)

 

450-9100

(Name)

 

(Area Code)

 

(Telephone Number)


(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).

S    Yes

£ No


(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

£ Yes

S    No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.



Parks! America, Inc.

__________________________________________

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.




Date:  August 14, 1008

By: /s/ Larry L. Eastland                 

        Larry L. Eastland, Chief Executive Officer



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