GREAT AMERICAN FAMILY PARKS INC (Form: SB-2, Received: 08/04/2005 16:50:12)

As filed with the Securities and Exchange Commission on August 4, 2005

An Exhibit List can be found on page 113.

Registration No. 333-____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREAT AMERICAN FAMILY PARKS, INC.

(Name of small business issuer in its charter)

Nevada 7900 91-0626756

(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer

of Incorporation or Organization) Classification Code Number) Identification No.)

208 SOUTH ACADEMY AVENUE, SUITE 130

Eagle, Idaho 83616

(208) 342-8888

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant's Principal Executive Offices)

LARRY L. EASTLAND, PRESIDENT AND CEO

208 SOUTH ACADEMY AVENUE, SUITE 130

EAGLE, IDAHO 83616

(208) 342-8888

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

WITH COPIES TO:

RICHARD A. FRIEDMAN, ESQ.

SICHENZIA ROSS FRIEDMAN FERENCE LLP

1065 AVENUE OF AMERICAS

NEW YORK, NEW YORK 10018

Tel:(212) 930-9700

Fax:(212) 930-9725

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE (1)

====================================================================================================================

TITLE OF EACH CLASS OF PROPOSED PROPOSED AMOUNT OF

SECURITIES TO AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION

BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE

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Common Stock, no par value 12,844,000(2) $1.20 $15,412,800 $1,814.09

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Common Stock, no par value 14,300,000(3) $1.20 $17,160,000 $2,019.73

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Common Stock, no par value 1,666,663(4) $1.20 $1,999,995.60 $235.40

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Common Stock, no par value 292,000(5) $1.20 $350,400 $41.24

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Common Stock, no par value 220,000(6) $1.20 $264,000 $31.07

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TOTAL 29,322,663 $35,187,195 $4,141.53

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(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933, using the average of the high and low price as reported on the Pink Sheets on July 28, 2005.

(2) Represents shares of common stock issued to certain of the selling stockholders pursuant to (i) our September 2004 private placement and (ii) our June 2005 private placement.

(3) Represents shares of common stock underlying warrants issued to certain of the selling stockholders pursuant to (i) our September 2004 private placement and (ii) our June 2005 private placement.

(4) Represents shares of common stock issued to certain of the selling stockholders pursuant to an Acquisition Agreement between Great Western Parks LLC and Royal Pacific Resources, Inc. in December 2003.

(5) Represents shares of common stock issued to certain of the selling stockholders pursuant to Agreements for services.

(6) Represents shares of common stock issued to certain of the selling stockholders in connection with the acquisition of the assets of Ron Snider & Associates, doing business as Wild Animal Safari, Inc.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED August 4, 2005

Great American Family Parks, Inc.

29,322,663 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of 29,322,663 shares of our common stock, including 14,306,000 shares issuable upon the exercise of warrants. The selling stockholder may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.

We will pay the expenses of registering these shares. We will not receive any proceeds from the sale of shares of common stock in this offering. All of the net proceeds from the sale of our common stock will go to the selling stockholders.

Our common stock is listed on the Pink Sheets under the symbol "GFAM." The last reported sales price per share of our common stock as reported by the Pink Sheets on July 28, 2005 was $1.20.

Investing in these securities involves significant risks. Investors should not buy these securities unless they can afford to lose their entire investment.

SEE "RISK FACTORS" BEGINNING ON PAGE 9.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____ __, 2005.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by Great American Family Parks, Inc., with the Securities and Exchange Commission. The Selling Stockholder may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	5

RISK FACTORS	9

USE OF PROCEEDS	14

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

DESCRIPTION OF BUSINESS	18

MANAGEMENT	20

EXECUTIVE COMPENSATION	22

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23

DESCRIPTION OF SECURITIES	25

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	25

SELLING STOCKHOLDERS	25

PLAN OF DISTRIBUTION	36

LEGAL MATTERS	39

EXPERTS	39

AVAILABLE INFORMATION	40

FINANCIAL STATEMENT INDEX	41

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS	113

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS	113

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS	113

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	114

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES	114

ITEM 27. EXHIBITS	115

UNDERTAKINGS	116

SIGNATURES	117

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.

GREAT AMERICAN FAMILY PARKS, INC.

Great American Family Parks is in the business of acquiring, developing and operating regional theme parks. We plan to build a family of parks primarily through acquisitions of small 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, and multimedia offerings. The implementation of this strategy has begun with themed amusement parks and attractions. Our business plan is to acquire existing properties. The intent is to target properties located in and around “middle markets” listed among the 75 to 125 largest Standard Metropolitan Areas in the United States – a “niche market” of medium-sized urban areas.

Great American Family Parks currently owns and operates two facilities: Wild Animal Safari, Inc. in Pine Mountain, Georgia and the retail facilities surrounding The Idaho Center, a regional entertainment complex in the Boise, Idaho area.

Our principal executive offices are located at 208 South Academy Avenue, Suite 130, Eagle, Idaho 83616 and our telephone number is (208) 342-8888. We are incorporated in the State of Nevada.

The Offering

Common stock offered by selling stockholders........................	29,322,663 shares, including
	14,306,000 shares issuable upon the exercise
	of common stock purchase warrants, assuming
	full exercise of the warrants. This number
	represents 24.18% of the total number of
	shares to be outstanding following this
	offering assuming the exercise of all
	securities being registered.

Common stock to be outstanding after the offering...................	59,160,537 shares

Use of proceeds..........................................………………...….	We will not receive any proceeds from the sale
	of the common stock. However, we will receive
	the exercise price of any common stock we issue to
	the selling stockholders upon exercise of the
	warrants. We expect to use the proceeds
	received from the exercise of their
	warrants, if any, for general working capital
	purposes.

Pink Sheets Symbol.....................................….…………..........	GFAM

The above information regarding common stock to be outstanding after the offering is based on 44,854,537 shares of common stock outstanding as of August 2, 2005 and assumes the subsequent issuance of common stock to the selling stockholders and exercise of warrants by our selling stockholders.

RECENT DEVELOPMENTS

June 2005 Private Placement

On June 24, 2005, we entered into a Subscription Agreement pursuant to which we sold and issued 11,128,000 shares of common stock and common stock purchase warrants to purchase 11,128,000 shares of our common stock to certain purchasers who are a party to the Unit Purchase Agreement for an aggregate purchase price of $3,338,400.

The warrants are exercisable from June 24, 2005 until June 23, 2010 for up to 11,128,000 shares of common stock at an exercise price of $.35 per share, subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations or reclassifications of our common stock or distributions of cash or other assets. In addition, the Warrants contain provisions protecting against dilution resulting from the sale of additional shares of our common stock for less than the exercise price of the Warrants on the date of such issuance or sale.

In addition, we also entered into a Registration Rights Agreement with the investors on June 24, 2005 pursuant to which we are obligated to file a registration statement covering the above-referenced common stock and shares underlying the warrants within 45 days of closing. If the registration statement is not filed within the 45 day period, or declared effective within 120 days of the closing, we are required to pay a penalty of 2% of the offering proceeds per month until such default is cured, on a pro-rated daily basis.

First Montauk Securities Corp. acted as selling agent in connection with the offering. We issued a total of 1,112,800 warrants on June 24, 2005 to the First Montauk Securities Corp. and affiliated individuals and First Montauk Securities Corp. received gross fees of $433,992, as consideration for services performed in connection with the issuance of the common shares and warrants to the purchasers pursuant to the Unit Purchase Agreement. First Montauk Securities Corp. has no obligation to buy any common shares from us. In addition, we have agreed to indemnify First Montauk Securities Corp. and other persons against specific liabilities under the Securities Act of 1933, as amended.

The issuance of the shares and the warrants was exempt from registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Investors that it was an "accredited investor" (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the securities.

Acquisition of the Assets of Ron Snider & Associates, doing business as Wild Animal Safari or Pine Mountain Wild Animal Park

On June 13, 2005, we completed our acquisition of Pine Mountain Wild Animal Park located in Pine Mountain, Georgia. At closing, we paid $350,000 in cash and a promissory note for $350,000. The promissory note bears interest at 7.5% per annum and is payable in eighty-three monthly payments of principal and interest of $5,368. We also entered into a Real Estate Purchase agreement for the underlying land and all buildings, improvements and fixtures of the park for $4,000,000. We paid $2,000,000 in cash at closing and issued a promissory note for $2,000,000. The note bears interest at 7.5% per annum and is payable in eighty-three monthly payments of principal and interest of $30,676. Both notes are secured by a first priority Security Agreement on the operating assets and a first Security Deed on the real estate. An agreement extension payment of $50,000 for extension of closing was also paid in addition to 50,000 shares of Company stock.

The purchase was for the assets of Ron Snider & Associates, Inc., which operated under the name of Pine Mountain Wild Animal Park, and was also generally known as Wild Animal Safari. These assets are now part of our subsidiary called Wild Animal Safari, Inc.

September 2004 Private Placement

On September 28, 2004, we entered into a Unit Purchase Agreement pursuant to which we sold and issued 1,716,000 shares of common stock and common stock purchase warrants to purchase 1,716,000 shares of our common stock to certain purchasers who are a party to the Unit Purchase Agreement for an aggregate purchase price of $429,000.

The warrants are exercisable from September 28, 2004 until September 27, 2009 for up to 1,716,000 shares of common stock at an exercise price of $.30 per share, subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations or reclassifications of our common stock or distributions of cash or other assets. In addition, the Warrants contain provisions protecting against dilution resulting from the sale of additional shares of our common stock for less than the exercise price of the Warrants on the date of such issuance or sale.

In addition, we also entered into a Registration Rights Agreement with the investors on September 28, 2004 pursuant to which we are obligated to file a registration statement covering the above-referenced common stock and shares underlying the warrants within 45 days of closing. If the registration statement is not filed within the 45 day period, or declared effective within 120 days of the closing, we are required to pay a penalty of 2% of the offering proceeds per month until such default is cured, on a pro-rated daily basis.

First Montauk Securities Corp. acted as selling agent in connection with the offering. We issued a total of 343,200 warrants to the First Montauk Securities Corp. and affiliated individuals and First Montauk Securities Corp. received gross fees of $55,770 as consideration for services performed in connection with the issuance of the common shares and warrants to the purchasers pursuant to the Unit Purchase Agreement. First Montauk Securities Corp. has no obligation to buy any common shares from us. In addition, we have agreed to indemnify First Montauk Securities Corp. and other persons against specific liabilities under the Securities Act of 1933, as amended.

Acquisition of Crossroads Convenience Center LLC

On December 23, 2003, we completed the acquisition of Crossroads Convenience Center LLC. from Great Western Parks LLC. by the issuance of 27,067,000 shares of our common capital stock. The acquisition was accounted for as a reverse acquisition in which Great Western Parks was considered to be the acquirer of Great American Family Parks for reporting purposes. Our common stock outstanding increased from 2,533,000 to 29,600,000 as a result of the acquisition.

SUMMARY SELECTED FINANCIAL DATA AND PROFORMA FINANCIAL DATA

(In thousands of U.S. dollars, except share and per share data)

The summary financial data set forth below has been derived from our audited and unaudited financial statements included in this prospectus.

The following three pages contain selected financial information related to (a) the parent corporation Great American Family Parks, Inc., ), (b) our subsidiary Wild Animal Safari, Inc., which we acquired on June 13, 2005 (and which contains the assets of Ron Snider & Associates, Inc.), and (c) pro forma combined condensed statement of operations and balance sheet information as if the assets of Ron Snider & Associates had been acquired as of January 1, 2005. For a more detailed discussion of the businesses and the acquisitions you should refer to the overview section in Management's Discussion and Analysis.

The summary historical financial data of our parent corporation and subsidiary for each of the years ended 2004 and 2003 and as of March 31, 2005 and 2004 has been derived from their audited and unaudited financial statements.

The summary pro forma combined condensed statement of operations and balance sheet information has been derived from the unaudited pro forma combined condensed statement of operations included elsewhere in this prospectus. The pro forma adjustments are based upon estimates and certain assumptions that management believes are reasonable in the circumstances. The summary pro forma financial data is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the acquisition of the assets of Ron Snider & Associates actually been consummated on January 1, 2005 and do not purport to indicate results of operations as of any future date or for any future period.

The following data should be read in conjunction with the "Unaudited Pro Forma Combined Condensed Statement Of Operations," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements of our parent company and our subsidiary included elsewhere in this prospectus.

Because the following is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements from which this information was derived and their explanatory notes and Management's Discussion and Analysis, before making an investment decision.

I. Great American Family Parks, Inc.
	Year ended December 31,		Three months ended March 31,
	2004	2003	2005	2004
Statement of Operations Data:
Revenues	$4,610,452	$3,993,515	$1,194,941	937,692
Gross Profit	589,205	602,543	181,844	196,223
Net Profit (Loss)	(280,406)	(4,984)	(46,449)	62,971

	Year ended December 31,		Three months ended March 31,
	2004		2005
Balance Sheet Data:
Working Capital	(118,546)		(89,937)
Long Term Liabilities	773,609		752,405
Total Current Liabilities	247,285		323,949
Total Shareholder's Equity	334,771		288,322

II. Ron Snider & Associates, Inc. d/b/a Wild Animal Safari

	Year ended December 31,		Three months ended March 31,
	2004	2003	2005	2004
Statement of Operations Data:
Revenues	$1,870,825	$1,576,338	$264,146	236,394
Gross Profit	1,636,858	1,460,969	245,481	224,414
Net Profit (Loss)	754,020	680,894	60,021	78,321

	Year ended December 31,		Three months ended March 31,
	2004		2005
Balance Sheet Data:
Working Capital	548,440		1,095,022
Long Term Liabilities	0		500,166
Total Current Liabilities	551,874		14,278
Total Shareholder's Equity	948,529		743,768

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following information is derived from our unaudited pro forma combined condensed statement of operations, included elsewhere in this prospectus, as if the acquisition of the assets of Ron Snider & Associates had occurred on January 1, 2005. Certain pro forma adjustments and eliminations have been reflected to account for the combination and are described in the notes to the unaudited pro forma combined condensed statement of operations.

III. Unaudited Pro-Forma Combined Financial Information


	Year ended December 31,	Three months ended March 31,
	2004		2005
Statement of Operations Data:
Revenues	$ 6,364		$1,459
Gross Profit	2,226		427
Net Profit (Loss)	191,000		(57)

	As of January 1, 2005

Balance Sheet Data:
Working Capital	(432,302)
Long Term Liabilities	2,783,853
Total Current Liabilities	587,041
Total Shareholder's Equity	2,684,771

PROFORMA SHOWS THE EFFECT OF THE ACQUISITION OF THE ASSETS OF RON SNIDER & ASSOCIATES, DOING BUSINESS AS WILD ANIMAL SAFARI, INC. SEE THE PROFORMA UNAUDITED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES FOR A FURTHER EXPLANATION.

RISK FACTORS

If you purchase shares of our common stock, you will take on a financial risk. In deciding whether to invest, you should consider carefully the following risk factors, the information contained in this prospectus and the other information to which we have referred you. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risk Factors Relating to Our Business:

We May Never Become Profitable Nor Continue As A Going Concern Because We Have Had Losses Since Our Inception.

We may never become profitable nor continue as a going concern because we have incurred losses and experienced negative operating cash flow since our formation. For the three months ended March 31, 2005 and 2004, we had a net loss of $46,449 and net profit of $62,971, respectively. For our fiscal years ended December 31, 2004 and 2003, we had a net loss of $280,406 and $4,984, respectively. We expect to continue to incur significant expenses. Our operating expenses have outpaced and may continue to outpace revenues, which could result in significant losses in the near term. We may never be able to reduce these losses, which would require us to seek additional debt or equity financing. If such financing is obtained our existing shareholders may experience significant additional dilution.

We Have Limited Operating History Which Is Based Solely Upon Our Retail Facility; We Have Only Recently Begun to Operate a Theme Park Which is Our Intended Business Plan.

We have a limited operating history based solely upon our retail facility, and our financial health will be subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in the light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the startup and growth of a new business, and the competitive environment in which we will operate. Our success is dependent upon the successful financing and development of our business plan. No assurance of success is offered. Unanticipated problems, expenses, and delays are frequently encountered in establishing a new business and marketing and developing products. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, marketing and governmental regulation. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail our operations. Even though the principal executives of our GFAM Management Corporation subsidiary and our Wild Animal Safari, Inc. subsidiary each have approximately 35 years of experience in the theme park industry, we can give no assurance we can or will ever operate profitably.

Our Historical Financial Statements do not Reflect Our Entire Business.

Our financial statements for the year ended December 31, 2004 do not reflect our recent acquisition of the assets of Pine Mountain Wild Animal Park. As a result, our financial statements do not reflect our overall financial condition or ability to successfully operate our business. Investors may therefore not have adequate information regarding our ability to generate revenue or income from our theme park business. Investors should not rely upon our current financial statements currently available to project our future financial performance.

We May Not Identify or Complete Acquisitions in a Timely, Cost-Effective Manner, If At All.

Our business plan is predicated upon the acquisition of additional local or regional theme parks and attractions. However, there can be no assurance that we will be successful in acquiring and operating additional local or regional theme parks and attractions. Competition for acquisition opportunities in the theme park industry is intense as there are a limited number of parks within the United States and Canada that could reasonably qualify as acquisition targets for us. Our acquisition strategy is dependent upon, among other things, our ability to: identify acquisition opportunities; obtain debt and equity financing; and obtain necessary regulatory approvals. Our ability to pursue our acquisition strategy may be hindered if we are not able to successfully identify acquisition targets or obtain the necessary financing or regulatory approvals, including but not limited to those arising under federal and state antitrust and environmental laws.

We May Be Unable To Effectively Manage Our Growth or Implement Our Expansion Strategy.

Our acquisition strategy is subject to related risks, including pressure on our management and on our internal systems and controls. Our planned growth will require us to invest in new, and improve our existing, operational, technological and financial systems and to expand, train and retain our employee base. Our failure to effectively manage our growth could have a material adverse effect on our future financial condition.

Significant Amounts of Additional Financing May Be Necessary For the Implementation of Our Business Plan.

Great American Family Parks may require additional debt and equity financing to pursue its acquisition strategy. Given its limited operating history and existing losses, there can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could force us to curtail substantially our expansion plans. Furthermore, the issuance by us of any additional securities and the exercise of Warrants which might arise under any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock.

A Downturn In Economic Conditions Could Adversely Affect Our Business.

The theme park industry typically relies upon the expenditure of consumer discretionary income. A significant downturn in the United States or global economy or any other uncertainties regarding future economic prospects could affect consumer-spending habits, which would have a material adverse impact on our operations and financial results.

A Variety of Factors Beyond Our Control Could Adversely Impact Attendance at Our Venues and Thus Our Operating Results.

The success of our theme parks and other venues is dependent upon attracting large numbers of visitors on a continual basis. A variety of actual or projected events could reduce attendance at our venues and harm our operating results, including but not limited to the following:

Inclement weather and forecasts thereof;

Natural disasters and forecasts thereof;

Human or animal borne disease and threats thereof;

Terrorist attacks and threats thereof;

Accidents occurring or almost occurring at our venues or at competing venues;

Actual or attempted security breaches at our venues or at competing venues;

An economic downturn and projections thereof;

Fuel price increases and projections thereof;

Airline ticket price increases and forecasts thereof;

Disruptions in air travel and threats thereof;

Competition from numerous theme park and entertainment alternatives.

The Theme Park Industry is Highly Competitive and We May Be Unable to Compete Effectively.

The theme park industry is highly competitive, highly fragmented, rapidly evolving, and subject to technological change and intense marketing by providers with similar products. One of our competitors, Calloway Gardens, is located within five miles of our Wild Animal Safari park. Many of our current competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than we have. In the event that such a competitor expends significant sales and marketing resources in one or several markets we may not be able to compete successfully in such markets. Great American Family Parks believes that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies to provide the same or similar products offered or proposed to be offered by us. If our competitors were to provide better and more cost effective products, our business could be materially and adversely affected.

We Face Strong Competition From Numerous Entertainment Alternatives.

In addition to competing with other themed and amusement parks, our venues compete with other types of recreational venues and entertainment alternatives, including but not limited to movies, sports attractions, vacation travel and video games. There can be no assurance that we will successfully differentiate ourselves from these entertainment alternatives or that consumers will consider our entertainment offerings to be more appealing than those of our competitors.

Our Insurance Coverage May Not Be Adequate To Cover All Possible Losses That We Could Suffer, and Our Insurance Costs May Increase.

Companies engaged in the theme park business may be sued for substantial damages in the event of an actual or alleged accident. An accident occurring at our parks or at competing parks may reduce attendance, increase insurance premiums, and negatively impact our operating results. Wild Animal Safari contains a drive-through, safari style animal park, and there are inherent risks associated with allowing the public to interact with animals. Although we carry liability insurance to cover this risk, there can be no assurance that our coverage will be adequate to cover liabilities, or that we will be able to afford or obtain adequate coverage should a catastrophic incident occur.

Great American Family Parks currently has $6,000,000 of liability insurance through its Wild Animal Safari, Inc. subsidiary. In addition, Great American Family Parks also has liability insurance for its Crossroads Convenience Center LLC totaling $2,105,000. We will continue to use reasonable commercial efforts to maintain policies of liability, fire and casualty insurance sufficient to provide reasonable coverage for risks arising from accidents, fire, weather, other acts of God, and other potential casualties. There can be no assurance that we will be able to obtain adequate levels of insurance to protect against suits and judgments in connection with accidents or other disasters that may occur in our theme parks.

Our Ownership of Real Property Subjects Us to Environmental Regulation, Which Creates Uncertainty Regarding Future Environmental Expenditures and Liabilities.

We may be required to incur costs to comply with environmental requirements, such as those relating to discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases at one of our properties. As an owner or operator, we could also be held responsible to a governmental entity or third party for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. Environmental laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. We are not currently aware of any material environmental risks regarding our properties. However, we may be required to incur costs to remediate potential environmental hazards or to mitigate environmental risks in the future.

We Are Dependent Upon the Services of Our CEO and other Key Personnel and Consultants.

Great American Family Parks’ success is heavily dependent on the continued active participation of our current executive officers listed under “Management.” Loss of the services of one or more of these officers could have a material adverse effect upon our business, financial condition or results of operations. In particular, we place substantial reliance upon the efforts and abilities of Dr. Larry Eastland, our chief executive officer. The loss of Dr. Eastland's services could have a serious adverse effect on our business, operations, revenues or prospects. We currently maintain key man insurance on Dr. Eastland’s life, with a death benefit payout of $1,000,000 to Great American Family Parks as beneficiary of the policy.

Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the theme park industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the Company’s activities, could have a materially adverse effect on the Company. The inability of the Company to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on the Company’s business, financial condition or results of operations.

Risk Factors Relating to Our Common Stock:

The Market Price Of Our Common Stock May Decline Because There Are Warrants That May Be Available For Future Sale And The Sale Of These Shares May Depress The Market Price.

The market price of our common stock may decline because there are a large number of warrants that may be available for future sale, and the sale of these shares may depress the market price. As of August 2, 2005, we had approximately 44,854,537 shares of common stock issued and outstanding and outstanding warrants to purchase up to 14,306,000 shares of common stock. All of the shares included in this prospectus may be sold without restriction. The sale of these shares may adversely affect the market price of our common stock.

Our Common Stock is Subject to the “Penny Stock” Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions In Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

* that a broker or dealer approve a person's account for transactions in penny stocks; and

* the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and

quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

* obtain financial information and investment experience objectives of the person; and

* make a reasonable determination that the transactions in penny stocks are suitable for that person and the person

has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in

penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

* sets forth the basis on which the broker or dealer made the suitability determination; and

* that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We Do Not Expect to Pay Dividends for Some Time, if At All.

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors.

The Public Market for Our Common Stock is Volatile and Limited.

Our common stock is currently quoted on the Pink Sheets under the ticker symbol GFAM. The Pink Sheets is not an exchange. Trading of securities on the Pink Sheets is often more sporadic than the trading of securities listed on an exchange. Investors may have difficulty reselling their shares at or above the initial offering price. As of August 2, 2005, there were approximately 44,854,537 shares of Common Stock outstanding, of which approximately 1,645,867 were tradable without restriction under the Securities Act. There can be no assurance that a trading market will be sustained in the future. Factors such as, but not limited to, technological innovations, new products, acquisitions or strategic alliances entered into by us or our competitors, government regulatory action, patent or proprietary rights developments, and market conditions for penny stocks in general could have a material effect on the liquidity of our common stock and volatility of our stock price.

Future Capital Needs Could Result in Dilution to Investors; Additional Financing Could be Unavailable or Have Unfavorable Terms.

Our future capital requirements will depend on many factors, including cash flow from operations, progress in our present operations, competing market developments, and our ability to market our products successfully. It may be necessary to raise additional funds through equity or debt financings. Any equity financings could result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorable to us. If adequate funds are not obtained, we may be required to reduce or curtail operations. We anticipate that our existing capital resources, together with the net proceeds of this Offering, will be adequate to satisfy our operating expenses and capital requirements for at least 6 months after the date of this Memorandum. However, such estimates may prove to be inaccurate.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling stockholder. All of the net proceeds from the sale of our common stock will go to the selling stockholder. If all warrants held by the selling stockholders are exercised, we will receive $3,894,800 in proceeds.

We anticipate that any proceeds from the exercise of warrants by the selling stockholders will be used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, acquisitions and the repayment or refinancing of our indebtedness. Pending the application of any proceeds from the exercise of warrants, if any, by the selling stockholders, we expect to invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has been traded on the Pink Sheets under the symbol "GFAM". The table below sets forth, for the periods indicated, the high and low closing prices per share of the common stock as reported on the Pink Sheets. These quotations reflect prices between dealers, do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions. The prices are adjusted to reflect all stock splits.

High

Low

2005

First Quarter

$1.60

$1.01

2004

First Quarter

$1.60

$1.50

Second Quarter

$1.65

$1.50

Third Quarter

$1.15

$1.01

Fourth Quarter

$1.25

$1.08

2003

First Quarter

$0.25

$0.17

Second Quarter

$0.04

$0.01

Third Quarter

none

Fourth Quarter

none

As of August 2, 2005, there were 44,854,537 shares of common stock outstanding.

As of July 26, 2005, there were approximately 3,184 stockholders of record of our common stock. This does not reflect those shares held beneficially or those shares held in "street" name.

We have not paid cash dividends in the past, nor do we expect to pay cash dividends for the foreseeable future. We anticipate that earnings, if any, will be retained for the development of our business.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	-0-	-0-	-0-
Total	-0-	-0-	-0-

We currently do not have an equity compensation plan for our officers, directors, employees or consultants. However, certain of our officers are compensated with stock options to purchase shares of our common stock. A description of these options can be found in this registration statement under the heading “ Management ”, “ Executive Employment Agreements ”.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the information in this Form SB-2 contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may", "will", "expect", "anticipate", "believe", "estimate" and "continue", or similar words. You should read statements that contain these words carefully because they:

discuss our future expectations;

contain projections of our future results of operations or of our financial condition; and

state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

Overview

Great American Family Parks is in the business of acquiring, developing and operating local and regional theme parks and attractions. We plan to build 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, and multimedia offerings. The implementation of this strategy has begun with themed amusement parks and attractions. Our business plan is to acquire existing properties. The intent is to target properties located in and around “middle markets” listed among the 75 to 125 largest Standard Metropolitan Areas in the United States – a “niche market” of medium-sized urban areas.

Great American Family Parks currently owns and operates two facilities: Wild Animal Safari, Inc. in Pine Mountain, Georgia and the retail facilities (known as Crossroads Convenience Center LLC.) surrounding The Idaho Center, a regional entertainment complex in the Boise, Idaho area.

Company History

We were originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., Inc. in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to Royal Pacific Resources, Inc. and its corporate domicile to the State of Nevada. On January 26, 2004, subsequent to the acquisition of assets from Great Western Parks LLC., Royal Pacific Resources, Inc. changed its corporate name to Great American Family Parks, Inc.

Great American Family Parks, Inc. is the parent corporation and (1) sole shareholder of GFAM Management Corporation, an Idaho corporation; (2) sole shareholder of Wild Animal Safari, Inc., a Georgia corporation; and (3) sole interest holder of Crossroads Convenience Center LLC, an Idaho limited liability company. GFAM Management Corporation will be responsible for overall management of our future proposed parks operation. Wild Animal Safari, Inc. will operate and own the assets of the Wild Animal Safari park in Pine Mountain, Georgia.

On June 13, 2005, we completed our acquisition of the assets of Ron Snider & Associates, Inc. also known as Pine Mountain Wild Animal Park located in Pine Mountain, Georgia. At closing, we paid $350,000 in cash and a promissory note for $350,000. The promissory note bears interest at 7.5% per annum and is payable in eighty-three monthly payments of principal and interest of $5,368. We also entered into a Real Estate Purchase agreement for the underlying land and all buildings, improvements and fixtures of the park for $4,000,000. We paid $2,000,000 in cash at closing and issued a promissory note for $2,000,000. The note bears interest at 7.5% per annum and is payable in eighty-three monthly payments of principal and interest of $30,676. Both notes are secured by a first priority Security Agreement on the operating assets and a first Security Deed on the real estate. An agreement extension payment of $50,000 for extension of closing was also paid in addition to 50,000 shares of Company stock.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31, 2004

Revenues

Revenues increased $257,249 to $1,194,941 for the three months ended March 31, 2005, as compared to revenues of $937,692 for the three months ended March 31, 2004. The increase in revenues was due to additional purchasers of the products.

Cost of revenues increased $271,628 to $1,013,097 for the three months ended March 31, 2005, as compared to cost of revenues of $741,469 for the three months ended March 31, 2004. The increase in cost of revenues was due to the increase in the cost of fuel.

Gross margins decreased $9,379 to $181,844 for the three months ended March 31, 2005, as compared to $196,223 for the three months ended March 31, 2004.

Expenses

General, administrative and selling expenses increased $96,862 to $189,988 for the three months ended March 31, 2005, as compared to $93,126 for the three months ended March 31, 2004. The increase in general, administrative and selling expenses was due to the cost of due diligence and pursuit of purchase of the Pine Mountain Wild Animal Park and associated financing activities.

Depreciation and Amortization

Our depreciation and amortization expense increased $997 to $25,928 for the three months ended March 31, 2005, as compared to $24,931 for the three months ended March 31, 2004.

Net Loss

We posted a net loss of $46,449 for the three months ended March 31, 2005, an increase of $109,420 as compared to a net gain of $62,971 for the three months ended March 31, 2004. The net loss was attributable to expenses related to our acquisition strategy.

Liquidity and Capital Resources

Our cash on hand increased $26,290 to $56,157 as of March 31, 2005, as compared to cash on hand of $29,867 for the three months ended March 31, 2004.

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

Results of Operations

Revenues

Revenues increased $616,937 to $4,610,452 for the year ended December 31, 2004, as compared to revenues of $3,993,515 for the year ended December 31, 2003. The increase in revenues was due to increased customer base.

Cost of revenues increased $630,275 to $4,021,247 for the year ended December 31, 2004, as compared to cost of revenues of $3,390,972 for the year ended December 31, 2003. The increase in cost of revenues was due to the increase in the cost of fuel.

Gross margins decreased $13,338 to $589,205 for the year ended December 31, 2004, as compared to $602,543 for the year ended December 31, 2003.

Expenses

General, administrative and selling expenses increased $268,198 to $718,066 for the year ended December 31, 2004, as compared to $449,868 for the year ended December 31, 2003. The increase in general, administrative and selling expenses was due to the cost of our acquisition of the Pine Mountain Wild Animal Park and associated financing activities.

Depreciation and Amortization

Our depreciation and amortization expense decreased $1,437 to $101,053 for the year ended December 31, 2004, as compared to $102,490 for the year ended December 31, 2003.

Net Loss

We posted a net loss of $280,406 for the year ended December 31, 2004, an increase of $275,422 as compared to a net loss of $4,984 for the year ended December 31, 2003. The net loss was attributable to expenses related to our acquisition strategy.

Liquidity and Capital Resources

Our cash on hand increased $3,982 to $29,813 as of December 31, 2004, as compared to cash on hand of $25,831 for the year ended December 31, 2003.

Total current assets as of March 31, 2005 were $234,012, consisting of $56,157 of cash and $53,166 of net accounts receivable. Total current liabilities of $323,949 consisted of $151,697 of accounts payable, $76,593 in notes payable, and $95,659 in accrued expenses. As of March 31, 2005, we had working capital of negative $89,937.

Net income in cash from operating activities during the three months ended March 31, 2005 was $45,488.

Cash flows from operating activities during the fiscal year ended December 31, 2004 was negative $282,779, and cash flows from financing activities totaled $301,167 as a result of capital stock sales.

We believe that we have sufficient cash, other current assets and operating cash flow to sustain foreseeable organic growth throughout the next fiscal year. Management intends to seek additional needed funds through financings or other avenues such as loans, the sale and issuance of additional debt and/or equity securities, or other financing arrangements. We have no commitments for any additional funding and no assurance can be given that we will be able to raise additional funds on commercially acceptable terms or at all. Unless we can raise needed capital or experience a significant increase in income, we may need to curtail expenditures and cancel or delay our efforts to establish and expand our operations.

Our continuation as a going concern is dependent upon, among other things, our ability to obtain additional financing when and as needed, and to generate sufficient cash flow to meet our obligations on a timely basis. No assurance can be given that we will be able to obtain such financing on acceptable terms. Our independent registered public accounting firm, in their reports on our financial statements for the year ended December 31, 2004 expressed substantial doubt about our ability to continue as a going concern. These circumstances could complicate our ability to raise additional capital. Our financial statements do not include any adjustments to the carrying amounts of our assets and liabilities that might result from the outcome of this uncertainty.

In addition, any future capital raise 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 is 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.

DESCRIPTION OF BUSINESS

History

Great American Family Parks, Inc. was originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., Inc. in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to Royal Pacific Resources, Inc. and its corporate domicile to the State of Nevada. On January 26, 2004, subsequent to its acquisition of assets from Great Western Parks, LLC, Royal Pacific Resources, Inc. changed its corporate name to Great American Family Parks, Inc.

Great American Family Parks, Inc. is the parent corporation and (1) sole shareholder of GFAM Management Corporation, an Idaho corporation; (2) sole shareholder of Wild Animal Safari, Inc., a Georgia corporation; and (3) sole interest holder of Crossroads Convenience Center LLC., an Idaho limited liability company. GFAM Management Corporation will be responsible for overall management of our future proposed parks operation. Wild Animal Safari, Inc. will operate and own the assets of the Wild Animal Safari park in Pine Mountain, Georgia.

Overview

Great American Family Parks is in the business of acquiring, developing and operating local and regional theme parks and attractions. We plan to build a family of parks primarily through acquisitions of small local 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. The intent is to target properties located in and around “middle markets” listed among the 75 to 125 Standard Metropolitan Areas in the United States – a “niche market” of medium-sized urban areas.

Acquisition of the Assets of Ron Snider & Associates Inc, doing business as Pine Mountain Wild Animal Park and Generally Known as Wild Animal Safari

We have combined the acquired assets of Pine Mountain Wild Animal Park with other assets owned by us to form a new wholly-owned subsidiary that operates under the name Wild Animal Safari, Inc. The Wild Animal Safari park is located on 200 acres of a 500-acre plot, and includes a drive-through animal viewing area that opened in 1991. It is home to more than 1,500 animals from every continent (except Antarctica.) Most animals roam wild throughout a natural habitat of more than 200 acres; the total area utilized will be increased as further venues are added. In additional to availing themselves of the amenities described below, visitors to Wild Animal Safari are able to observe, photograph, and feed the animals from their own cars as they drive along the more than three miles of paved roads that run throughout the habitat area. Some animals are contained in special fenced areas or pens within natural habitat, and others are located in a more traditional zoo-like atmosphere.

In addition to the animal environments, the theme park contains a gift shop (currently being expanded and redesigned), a new restaurant that includes a Noble Roman’s Pizza and a Tuscano’s Italian Subs franchises which we purchased, and an ice cream parlor, an arcade, a picnic and group recreation area, lakes, a pavilion and concessions. The Georgia Wildlife Museum, located next to our petting zoo, features wildlife specimen native to Georgia recreated in natural-like settings. Visitors to the Park have increased every year, and during calendar year 2004 totaled approximately 125,000 people. The pre-existing operating management of Safari has been supplemented by corporate management for the new entities being brought to the enterprise by GFAM. The former principal owner of Pine Mountain Wild Animal Park continues to be available on a consulting basis.

Retail Facilities Surrounding The Idaho Center

The retail complex servicing The Idaho Center in Treasure Valley, Idaho, also is a wholly-owned subsidiary of Great American Family Parks, and is known as Crossroads Convenience Center LLC. We will continue to operate the Crossroads Convenience Center facility. However, it is not intended to be our primary business. Our primary business objective is to expand our current parks operations to include additional theme parks and attractions rather than own facilities adjacent to entertainment facilities owned by others.

Competition

The theme park industry is highly competitive, highly fragmented, rapidly evolving, and subject to technological change and intense marketing by providers with similar products. One of our competitors, Calloway Gardens, is located within five miles of our Wild Animal Safari park. Many of the Company’s current competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than the Company has. In the event that such a competitor expends significant sales and marketing resources in one or several markets the Company may not be able to compete successfully in such markets. The Company believes that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect the Company’s gross margins if the Company is not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for the Company to predict whether it will face new competitors using different technologies to provide the same or similar products offered or proposed to be offered by the Company. If the Company’s competitors were to provide better and more cost effective products, the Company’s business initiatives could be materially and adversely affected.

In addition to competing with other theme and amusement parks, our venues compete with other types of recreational venues and entertainment alternatives, including but not limited to movies, sports attractions, vacation travel and video games. There can be no assurance that our Company will successfully differentiate itself from these entertainment alternatives or that consumers will consider our entertainment offerings to be more appealing than those of our competitors.

Employees

As of July 25, 2005, we have 20 full time employees which includes our President, 15 part time employees, and engage consultants from time to time. We have no collective bargaining agreements with our employees and believe our relations with our employees are good.

Description Of Property

Our major real property holding is located in Pine Mountain, Georgia. Wild Animal Safari, Inc. is a 200-acre wild animal park as part of a 500-acre parcel owned by GFAM to be developed in totality. It has an appraised value of $3.4 million, with 2004 attendance in excess of 125,000. 2005 revenues are on pace to exceed 2004 revenues by 16 percent.

The Crossroads Convenience Center LLC. is located in Treasure Valley, Idaho, and is the primary retail and food services facility for The Idaho Center, a regional entertainment facility which hosts events including the nationally-acclaimed Snake River Stampede rodeo, horse events, state and regional athletic events, concerts by internationally renowned musical entertainers (such as Neil Diamond, Cher and Garth Brooks) and the CBA Idaho Stampede basketball team. The total property size is 1.5 acres and the entire property is valued at $1.7 million.

Legal Proceedings

There are no legal, administrative, arbitral, governmental or other proceedings, actions or governmental investigations of any nature pending or, to the best knowledge of the Company, threatened, against the Company, which could result in a loss to the Company. The Company is not subject to any order, judgment, injunction, rule or decree that has or could result in a Loss to the Company.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Directors are elected at each meeting of stockholders and hold office until the next annual meeting of stockholders and the election and qualifications of their successors. Executive officers are elected by and serve at the discretion of the board of directors.

Our executive officers and directors are as follows:

Name Age Position

-------- --- --------

Larry L. Eastland 62 President, CEO and Chairman of the Board of Directors

Dale W. Van Voorhis 63 Chief Financial Officer and Director

Jane Klosterman 47 Director

Jack Klosterman 53 Corporate Secretary and Treasurer

Larry L. Eastland

Dr. Eastland has been our President, CEO and the Chairman of our Board of Directors since December 23, 2003.

Dr. Eastland has engaged in a variety of entrepreneurial pursuits since leaving the White House in 1977, where he served as Staff Assistant to President Gerald Ford. He is a founder of LEA Management Group LLC., a business management and research consulting company, and served as its Managing Director from its inception in 1978 until March 2005. Dr. Eastland was the President of TBAY Holdings, Inc., from January 2002 until December 2004, during which time the company was under contract with the United States Bankruptcy Court for the Southern District of Florida to assist in the sale of assets. Dr. Eastland was a director of Grand Slam Treasures, Inc., an entertainment research and development corporation, from 1995 until 2001.

Dr. Eastland received a B.A. in Political Science and International Relations from Brigham Young University in 1967. He received an M.A. and Ph.D. in quantitative behavioral research from the University of Southern California in 1973 and 1976, respectively.

Dale W. Van Voorhis, CPA

Mr. Van Voorhis has been our Chief Financial Officer, a Director, and the President of GFAM Management Corporation, our operating subsidiary, since December 23, 2003.

Mr. Van Voorhis founded Amusement Business Consultants, Inc., an amusement industry consulting company, in 1994, and has served as President since its inception. Mr. Van Voorhis is also founder of Funtime Parks, Inc. and served as its President, CEO and as a director from 1982-1994. He coordinated the company’s initial public offering and a secondary offering and led a successful management buyout of the company in 1987. Mr. Van Voorhis, who is a certified public accountant, began his career on the audit staff and management advisory staff for Price Waterhouse & Company, specializing in the installation of cost accounting systems.

Mr. Van Voorhis received a Bachelor of Science from Marietta College and an MBA from the Wharton School of Finance, University of Pennsylvania.

Jane Klosterman

Jane Klosterman was appointed director of Great American Family Parks on December 23, 2003.

She is currently the President elect for the St. Mark’s Home & School Association. Ms. Klosterman was a Senior Executive for the Idaho Association of Commerce & Industry, a nonprofit association comprised of over 450 businesses, from 1988 until 1990. Ms. Klosterman was the Executive Vice President of the California Association of Chambers of Commerce, a 450-member nonprofit professional development organization, from 1985 until 1988. She founded the Idaho Children’s Educational Film and Television Foundation in 1993 and has served as its President since its inception.

Ms. Klosterman holds a Bachelor of Science degree from the University of Utah, and has completed a Certification Program by the Western Association of Communication and Association Managers through the Institute for Communications Management at San Jose State University.

Jack Klosterman

Mr. Klosterman has served as our Corporate Secretary/Treasurer since December 23, 2003.

He has been a partner in Klosterman Business Management, a consulting company, since its inception in 1972 and has served as its managing partner since 1977. In 1992 Mr. Klosterman founded 1 Swing, Inc., which makes products for golfers who have hit a hole-in-one, and has served as its President since inception. Mr. Klosterman was the Secretary/Treasurer of TBAY Holdings, Inc., from January 2002 until December 2004, during which time the company was under contract with the United States Bankruptcy Court for the Southern District of Florida to assist in a sale of assets.

Mr. Klosterman attended L.A. Pierce Jr. College, Woodland Hills, CA. and California State University, Northridge.

EXECUTIVE OFFICERS OF THE COMPANY

Officers are appointed to serve at the discretion of the Board of Directors. None of our executive officers or directors has a family relationship with any other executive officer or director of the Company. Jane Klosterman is the widow of Bob Klosterman, brother of Jack Klosterman.

Committees of the Board of Directors

We currently do not have any committees of our board of directors.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding our CEO and each of our most highly compensated executive officers whose total annual salary and bonus for the fiscal year ending March 31, 2004, 2003 and 2002 exceeded $100,000:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Other

Annual Restricted Options LTIP

Name & Principal Salary Bonus Compen- Stock SARs Payouts All Other

Position Year ($) ($) sation ($) Awards($) (#) ($) Compensation

------------------------ ------- ------------ ------------ ------------ ------------- ----------- ---------------- --------------

Larry E. Eastland 2004 0 0 - - - - -

President, CEO

2003 0 0 - - - - -

& Chairman 2002 0 0 - - - - -

------------------------ ------- ------------ ------------ ------------ ------------- ----------- ---------------- --------------

Compensation of Directors

The officers and directors of Great American Family Parks received no compensation paid by the Company during fiscal year 2003 or 2004. As set forth below, they are all major stockholders of Great American Family Parks and elected to forego compensation until such time as we have achieved the acquisition and commenced the operation of our first theme park. Upon the closing the acquisition of our first theme park, existing employment contracts for officers and directors were implemented. These agreements, described below, provide for compensation and certain corporate benefits for employees and board members.

Employment Agreements

On February 1, 2005, we entered into separate employment agreements with Larry Eastland, our President and CEO; with Dale Van Voorhis, our CFO; with James Meikle, the President of our Wild Animal Safari, Inc. subsidiary; and with Jack Klosterman, our Corporate Secretary and Treasurer. These agreements provide for base annual salaries of $120,000; $40,000; $60,000; and $40,000 respectively, as compensation for the part time employment of the aforementioned officers until a second theme park is acquired. Further, each agreement has a base term of three (3) years effective retroactively as of February 1, 2005. The agreements are thereafter renewable for additional periods of two (2) years, unless we give notice to the contrary. Upon our acquisition of a second theme park, said salaries will increase, respectively, to the following amounts: $170,000; $60,000; $100,000; $60,000. Upon the acquisition of additional theme parks, salaries will be reviewed with consideration given to resulting increased work and responsibility. We provide health insurance in the form of a Blue Cross Plan for Larry Eastland, Jane Klosterman, and their respective families.

In addition, Dr. Eastland is entitled to receive an annual cash bonus based upon a percentage of our pre-tax income (as defined therein) for each fiscal year covered by the employment agreement at a percentage of 2%. No bonus is payable unless and until the Company earns pre-tax income in excess of $500,000. Each of the employment agreements also provide for the payment of additional severance compensation, in amounts based on a formula of not less than three (3) times the executive's then current base salary, at any time during the term thereof when either of the following occurs: (i) the agreement is terminated by us without cause (as defined therein), or (ii) terminated by the executive due to a change in control (as defined therein). These agreements also entitle the officers to participate in the Stock Option Plans. Upon hiring additional marketing personnel, we may enter into additional employment agreements, which we anticipate may contain similar terms to our existing employment agreements.

We also entered into separate employment agreements with Jason Hutcherson and Philip Michael Miller in connection with our acquisition of the assets of Ron Snider & Associates, Inc. dba Wild Animal Safari, Inc.

Consulting Agreements

We have entered into a Consulting Agreement with Ronald E. Snider, which became effective upon closing of the acquisition of the Wild Animal Safari theme park. The Consulting Agreement provides that we will pay Snider the sum of $300,000 over a term of three years in monthly installments of $8,333.33, of which $4,163.33 will be paid in cash and the balance will be paid in our common stock.

Additionally, we have an on-going Investment Advisory Agreement with First Montauk Financial Group.

Additionally, we have entered into separate Public Relations Consulting Agreements with National Financial Communications Network, Inc. and Mark Wachs & Associates.

Stock Option And Award Plan

A Stock Option and Award 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, and will be presented to the shareholders for approval. The Plan sets aside five million (5,000,000) shares for award of stock options, including qualified incentive stock options and of performance stock bonuses.

Option/SAR Grants in Last Fiscal Year

During the year ended December 31, 2004, no stock or stock options were granted.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with Great American Family Parks or in any presently proposed transaction that has or will materially affect Great American Family Parks:

Any of our directors or officers;

Any person proposed as a nominee for election as a director;

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

Any of our promoters;

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of July 25, 2005.

* by each person who is known by us to beneficially own more than 5% of our common stock;

* by each of our officers and directors; and

* by all of our officers and directors as a group.

NAME AND ADDRESS

AMOUNT AND

OF OWNER

TITLE OF CLASS

NATURE(1)

PERCENT OF CLASS (2)

------------------------------------------------------------------------------------------------------------------------------------------------

EDLA FLP.

Common Stock

5,000,000 Direct(3)

11.2%

208 S. Academy Ave.

Ste. 130

Eagle, ID 83616

Larry L. Eastland

Common Stock

5,000,000 Indirect(4)

11.2

208 S. Academy

Eagle, ID 83616

Jane Klosterman

Common Stock

3,450,000 Direct

7.7

1162 N. Glen Abby Pl.

Eagle, ID 83616

Dale Van Voorhis

Common Stock

1,725,000 Direct

3.9

5684 Pioneer Trail

Hiram, OH 44234

Jack Klosterman

Common Stock

500,000 Direct

1.1

25538 Via Impreso

Valencia, CA 91355

James Meikle

Common Stock

1,725,000 Direct

3.9

21 Clayton Court

Hudson, OH 44236

Jay Pitlake

Common Stock

3,475,000 Direct

7.8

1878 Edward Lane

Merrick, NY 11566

All Officers and Directors

Common Stock

10,675,000

24.0

As a Group (4 persons)

----------------------------

(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of July 25, 2005 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2) Based upon 44,854,537 shares of common stock issued and outstanding as of August 2, 2005, except that shares of common stock underlying options or warrants exercisable within 60 days of the date hereof are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holder of such options or warrants.

(3) Larry Eastland is a general partner of EDLA FLP.

(4) Larry Eastland is a general partner of EDLA FLP.

DESCRIPTION OF SECURITIES

The stock being registered under this Form SB-2 is common stock of Great American Family Parks, having a par value of $0.001 per share. The total number of shares of common stock that we have authority to issue is Three Hundred Million (300,000,000) shares, par value of $0.001 per share. All of the common stock authorized under our Articles of Incorporation herein has equal voting rights and powers without restrictions in preference. The holder of any of our common stock shall possess voting power for the election of directors and for all other purposes, subject to such limitations as may be imposed by law and by any provision of the Articles of Incorporation in the exercise of their voting power. The holders of our common stock shall have neither pre-emption nor dividend rights pursuant to the Articles of Incorporation of Great American Family Parks.

The Articles of Incorporation also authorize ten million shares of preferred stock, par value of $0.001 per share, none of which has been issued, and which is not part of this registration. The preferred stock is entitled to preference over the common stock with respect to the distribution of assets of Great American Family Parks in the event of liquidation, dissolution, or winding-up of Great American Family Parks, whether voluntarily or involuntarily, or in the event of the any other distribution of assets of Great American Family Parks among its stockholders for the purposes of winding-up affairs. The authorized but unissued shares of preferred stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors. The Directors, in their sole discretion, have the power to determine the relative powers, preferences, and right of each series of preferred stock.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation, as amended, provide to the fullest extent permitted by Nevada law, our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. We will receive proceeds from the exercise of the warrants. Assuming all the shares registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

This prospectus, as it may be amended or supplemented from time to time, is deemed to relate to the 30,371,045 shares of common stock that were previously issued and may be sold by certain of our existing shareholders, including:

28,412,400 shares that were issued in connection with private placements of our common stock and warrants; and

1,666,663 shares that were issued in connection with the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks, LLC; and

292,000 shares of our common stock that were issued to certain of our consultants in consideration for services to be rendered.

220,000 shares of our common stock that were issued in connection with our acquisition of Ronald Snider & Associates, Inc. dba Wild Animal Safari.

	Shares Beneficially Owned Prior to the Offering(1)			Shares Beneficially Owned After the Offering(2)
Name	Total Shares of Common Stock and Common Stock Issuable Upon Conversion of Warrants(3)(4)	Total Percentage of Common Stock, Assuming Full Conversion(5)	Total Shares Registered	Number	Percent
C. Ames & Donna M. Byrd (6)	200,000	*	200,000	-0-	0.00%
Howard W. Blackmon/ Mary Anne Oldham (7)	166,666	*	166,666	-0-	0.00%
Peter G. Thomson (8)	333,334	*	333,334	-0-	0.00%
Robert Karsten (9)	1,766,666	3.96	1,766,666	-0-	0.00%
Karsten Leasing Partners (10)	233,334	*	233,334	-0-	0.00%
Mark A. Phelps (11)	500,000	1.12	500,000	-0-	0.00%
Eric H. Green (12)	333,334	*	333,334	-0-	0.00%
Gerald Brauser (13)	1,200,000	2.69	1,200,000	-0-	0.00%
Paul Becker (14)	796,000	1.8	796,000	-0-	0.00%
Lloyd L. Cox (15)	200,000	*	200,000	-0-	0.00%
Kipp W. & Cheryl A. Kennedy (16)	200,000	*	200,000	-0-	0.00%
L. Richard Wolff (17)	166,666	*	166,666	-0-	0.00%
Susan Brauser (18)	333,334	*	333,334	-0-	0.00%
Frank M. Vero (19)	500,000	1.12	500,000	-0-	0.00%
Edward M. Jaffe (20)	200,000	*	200,000	-0-	0.00%
Danny M. Goode (21)	166,666	*	166,666	-0-	0.00%
Thomas W. Fambrough (22)	200,000	*	200,000	-0-	0.00%

Ravi & Alpana Tina Chandra (23)	200,000	*	200,000	-0-	0.00%
Henderson Orthopedics Profit Sharing Plan (24)	200,000	*	200,000	-0-	0.00%
El Gev Hldg Ltd (25)	300,000	*	300,000	-0-	0.00%
Theodore S. Green (26)	166,666	*	166,666	-0-	0.00%
Eler E. & Cynthia L. Croushore (27)	200,000	*	200,000	-0-	0.00%
Ronald A. Delvaux (IRA) (28)	146,666	*	146,666	-0-	0.00%
Bonnie L. Delvaux (IRA) (29)	120,000	*	120,000	-0-	0.00%
William E. Rockefeller (30)	100,000	*	100,000	-0-	0.00%
Noel D. Ischy (31)	200,000	*	200,000	-0-	0.00%
David & Carmen Garceau (32)	200,000	*	200,000	-0-	0.00%
Cory L. Waisner (33)	100,000	*	100,000	-0-	0.00%
David & Deborah Rubenstein (34)	166,666	*	166,666	-0-	0.00%
Evangelos Xistris & Carol Monroe (35)	166,666	*	166,666	-0-	0.00%
Francis T. Leyden (36)	166,666	*	166,666	-0-	0.00%
Waguna Pty Ltd (37)	200,000	*	200,000	-0-	0.00%
Laurence H. Field (38)	66,666	*	66,666	-0-	0.00%
Leon Goldenberg (39)	333,334	*	333,334	-0-	0.00%
Edward Pikus (40)	166,666	*	166,666	-0-	0.00%
Bella Jacobs (41)	166,666	*	166,666	-0-	0.00%
Unbeatable Trading Inc. Defined Benefit Plan F/B/O Raymond J. Labella (42)	166,666	*	166,666	-0-	0.00%

Unbeatable Trading Inc. Defined Benefit Plan F/B/O Jacob Gold (43)	166,666	*	166,666	-0-	0.00%
Unbeatable Trading Inc. Defined Benefit Plan F/B/O Shmyer Breuer (44)	166,666	*	166,666	-0-	0.00%
Sara Heiman (45)	66,666	*	66,666	-0-	0.00%
Nuala & Daniel O’Halloran (46)	166,666	*	166,666	-0-	0.00%
James Woodworth (47)	166,666	*	166,666	-0-	0.00%
Pio Costa Enterprises (48)	166,666	*	166,666	-0-	0.00%
Fortress Capital Management Group (49)	166,666	*	166,666	-0-	0.00%
Elk Grove Group, Inc. (50)	1,000,000	2.2	1,000,000	-0-	0.00%
Robert D. & Debra M. Nagy (51)	333,334	*	333,334	-0-	0.00%
Nathan B. Herzka (52)	166,666	*	166,666	-0-	0.00%
Rachel Mendelovitz (53)	166,666	*	166,666	-0-	0.00%
Mitchell Quintner (54)	166,666	*	166,666	-0-	0.00%
Cyrus Settineri (55)	166,666	*	166,666	-0-	0.00%
Richard A. & Wendy A. Weir (56)	166,666	*	166,666	-0-	0.00%
Richard A. Spencer (57)	200,000	*	200,000	-0-	0.00%
Joseph & Wanda Wisniowski (58)	333,334	1.0	333,334	-0-	0.00%
James G. Blumenthal (59)	466,666	1.0	466,666	-0-	0.00%
James Allen Schultz (60)	166,666	*	166,666	-0-	0.00%
Peter Rand (61)	200,000	*	200,000	-0-	0.00%

Stuart A. Margolis (62)	166,666	*	166,666	-0-	0.00%
Fedele N. & Susan B. Volpe (63)	333,334	1.0	333,334	-0-	0.00%
Michael P. & Kristin E. Bailey (64)	666,666	1.5	666,666	-0-	0.00%
Wilfred L. Shearer (65)	666,666	1.5	666,666	-0-	0.00%
Ronald A. Martell (66)	466,666	1.0	466,666	-0-	0.00%
Paul N. Wineland (67)	166,666	*	166,666	-0-	0.00%
Michael A. Collins (68)	100,000	*	100,000	-0-	0.00%
Martin & Beata Beck (69)	200,000	*	200,000	-0-	0.00%
Delores Bowman (70)	320,000	*	320,000	-0-	0.00%
Mystic Partners, Inc. (71)	200,000	*	200,000	-0-	0.00%
Wayne R. Miller (72)	333,334	*	333,334	-0-	0.00%
Jose Zajac (73)	266,666	*	266,666	-0-	0.00%
Michael S. Mosley (74)	166,666	*	166,666	-0-	0.00%
Ayhan & Jadranka Basci (75)	66,666	*	66,666	-0-	0.00%
Dushan Kosovich (76)	100,000	*	100,000	-0-	0.00%
Mindy A. Horowitz (77)	40,000	*	40,000	-0-	0.00%
John A. Moore (78)	200,000	*	200,000	-0-	0.00%
Whalehaven Capital Fund Limited (79)	2,000,000	4.4	2,000,000	-0-	0.00%
Carol McInnis (80)	166,666	*	166,666	-0-	0.00%
R. James Moore Defined Benefit Plan (81)	280,000	*	280,000	-0-	0.00%
Dennis A. Lauzon (82)	400,000	*	400,000	-0-	0.00%

John Pearson (83)	200,000	*	200,000	-0-	0.00%
Melvin R. Green (84)	200,000	*	200,000	-0-	0.00%
F. Thomas & Nancy M. Senior (85)	320,000	*	320,000	-0-	0.00%
Fred Vains (86)	240,000	*	240,000	-0-	0.00%
Woolsthorpe Investments Ltd. (87)	400,000	*	400,000	-0-	0.00%
Donell Blodgett (88)	320,000	*	320,000	-0-	0.00%
Tighe Taylor (89)	200,000	*	200,000	-0-	0.00%
Joseph Scalzo (90)	352,000	*	352,000	-0-	0.00%
John Shields (91)	200,000	*	200,000	-0-	0.00%
Louis Pandol (92)	320,000	*	320,000	-0-	0.00%
First Montauk Securities Corp. (93)(94)	848,749	1.9	848,749	-0-	0.00%
Ernest Pellegrino (95)(96)	262,589	*	262,589	-0-	0.00%
Angela Metelitsa (97)(98)	5,000	*	5,000	-0-	0.00%
Edward Pitlake (99)(100)	171,600	*	171,600	-0-	0.00%
Victor K. Kurylak (101)(102)	84,031	*	84,031	-0-	0.00%
Herb Kurinsky (103)(104)	84,031	*	84,031	-0-	0.00%
John Bruce Parsons (105)	133,333	*	133,333	-0-	0.00%
Niles A. & Patricia K. Seldin (106)	33,333	*	33,333	-0-	0.00%
Wayne Demeester (107)	100,000	*	100,000	-0-	0.00%
James F. Etter (108)	100,000	*	100,000	-0-	0.00%
David J. & Joan L. Andrews (109)	33,333	*	33,333	-0-	0.00%
Joel J. Pischke (110)	133,333	*	133,333	-0-	0.00%
Greg P. Tutmarc (111)	33,333	*	33,333	-0-	0.00%
Jerry McGinnis (112)	33,333	*	33,333	-0-	0.00%
Larry Christian (113)	33,333	*	33,333	-0-	0.00%
John A. Powell (114)	33,333	*	33,333	-0-	0.00%
Stephen W. Baker (115)	33,333	*	33,333	-0-	0.00%
Martyn A. Powell (116)	233,334	*	233,334	-0-	0.00%
Eugene J. Mimnaugh (117)	23,333	*	23,333	-0-	0.00%
Richard Eymann (118)	33,333	*	33,333	-0-	0.00%
Robert W. O’Brien (119)	338,333	*	338,333	-0-	0.00%
Terrence Dunn (120)	338,333	*	338,333	-0-	0.00%
Mark Wachs & Associates (121)	42,000	*	42,000	-0-	0.00%

National Financial Communications Network (122)	250,000	*	250,000	-0-	0.00%
Ronald E. Snider (123)	200,000	*	200,000	-0-	0.00%
Jason Hutcherson (124)	10,000	*	10,000	-0-	0.00%
Phillip Michael Miller (124)	10,000	*	10,000	-0-	0.00%
TOTAL	29,322,663	65.37	29,322,663	-0-	0.00%

* Less than 1%.

(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

(2) Assumes that all securities registered will be sold and that all shares of common stock underlying the options and common stock purchase warrants will be issued.

(3) With the exception of First Montauk Securities Corp., Ernest Pellegrino, Angela Metelitsa, Edward Pitlake, Victor K. Kurylak and Herb Kurinsky, the number of shares owned and being registered is comprised of 50% of shares of common stock and 50% of shares of common stock underlying warrants.

(4) Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated.

(5) Based on 44,854,537 shares of common stock outstanding as of August 2, 2005.

(6) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(7) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(8) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(9) Represents (i) 883,333 shares of common stock and (ii) 883,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(10) Represents (i) 116,667 shares of common stock and (ii) 116,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(11) Represents (i) 250,000 shares of common stock and (ii) 250,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(12) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(13) Represents (i) 600,000 shares of common stock and (ii) 600,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(14) Represents (i) 398,000 shares of common stock and (ii) 398,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(15) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(16) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(17) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(18) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(19) Represents (i) 250,000 shares of common stock and (ii) 250,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(20) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(21) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005 .

(22) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(23) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(24) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(25) Represents (i) 150,000 shares of common stock and (ii) 150,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(26) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(27) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(28) Represents (i) 73,333 shares of common stock and (ii) 73,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(29) Represents (i) 60,000 shares of common stock and (ii) 60,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(30) Represents (i) 50,000 shares of common stock and (ii) 50,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(31) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(32) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(33) Represents (i) 50,000 shares of common stock and (ii) 50,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(34) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(35) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(36) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(37) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(38) Represents (i) 33,333 shares of common stock and (ii) 33,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(39) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(40) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(41) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(42) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(43) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(44) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(45) Represents (i) 33,333 shares of common stock and (ii) 33,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(46) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(47) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(48) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(49) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(50) Represents (i) 500,000 shares of common stock and (ii) 500,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(51) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(52) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(53) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(54) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(55) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(56) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(57) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(58) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(59) Represents (i) 233,333 shares of common stock and (ii) 233,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(60) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(61) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(62) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(63) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(64) Represents (i) 333,333 shares of common stock and (ii) 333,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(65) Represents (i) 333,333 shares of common stock and (ii) 333,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(66) Represents (i) 233,333 shares of common stock and (ii) 233,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(67) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(68) Represents (i) 50,000 shares of common stock and (ii) 50,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(69) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(70) Represents (i) 160,000 shares of common stock and (ii) 160,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(71) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(72) Represents (i) 166,667 shares of common stock and (ii) 166,667 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(73) Represents (i) 133,333 shares of common stock and (ii) 133,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(74) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(75) Represents (i) 33,333 shares of common stock and (ii) 33,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(76) Represents (i) 50,000 shares of common stock and (ii) 50,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(77) Represents (i) 20,000 shares of common stock and (ii) 20,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(78) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(79) Represents (i) 1,000,000 shares of common stock and (ii) 1,000,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(80) Represents (i) 83,333 shares of common stock and (ii) 83,333 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(81) Represents (i) 140,000 shares of common stock and (ii) 140,000 warrants exercisable at $.35 per share purchased pursuant to a private placement completed on June 24, 2005.

(82) Represents (i) 200,000 shares of common stock and (ii) 200,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(83) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(84) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(85) Represents (i) 160,000 shares of common stock and (ii) 160,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(86) Represents (i) 120,000 shares of common stock and (ii) 120,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(87) Represents (i) 200,000 shares of common stock and (ii) 200,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(88) Represents (i) 160,000 shares of common stock and (ii) 160,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(89) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(90) Represents (i) 176,000 shares of common stock and (ii) 176,000 warrants exercisable at $.30 per share received pursuant to a private placement completed on September 28, 2004.

(91) Represents (i) 100,000 shares of common stock and (ii) 100,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(92) Represents (i) 160,000 shares of common stock and (ii) 160,000 warrants exercisable at $.30 per share purchased pursuant to a private placement completed on September 28, 2004.

(93) First Montauk Securities Corp. is a registered broker-dealer and NASD member firm.

(94) Represents (i) 126,040 warrants exercisable at $.30 per share received as compensation for services rendered in connection with a private placement completed on September 28, 2004 and (ii) 722,709 warrants exercisable at $.35 per share received as compensation for services rendered in connection with a a private placement completed on June 24, 2005.

(95) Mr. Pellegrino is affiliated with First Montauk Securities Corp., a registered broker-dealer and NASD member firm, and has acquired these securities in the ordinary course of business as compensation.

(96) Represents (i) 40,560 warrants exercisable at $.30 per share received as compensation for services rendered in connection with a private placement completed on September 28, 2004 and (ii) 222,029 warrants exercisable at $.35 per share received as compensation for services rendered in connection with a a private placement completed on June 24, 2005.

(97) Ms. Metelitsa is affiliated with First Montauk Securities Corp., a registered broker-dealer and NASD member firm, and has acquired these securities in the ordinary course of business as compensation.

(98) Represents 5,000 warrants exercisable at $.30 per share received as compensation for services rendered in connection with a private placement completed on September 28, 2004.

(99) Mr. Pitlake is affiliated with First Montauk Securities Corp., a registered broker-dealer and NASD member firm, and has acquired these securities in the ordinary course of business as compensation.

(100) Represents 171,600 warrants exercisable at $.30 per share received pursuant to a private placement completed on September 28, 2004.

(101) Victor K. Kurylak is affiliated with First Montauk Securities Corp., a registered broker-dealer and NASD member firm, and has acquired these securities in the ordinary course of business as compensation.

(102) Represents 84,031 warrants exercisable at $.35 per share received as compensation for services rendered in connection with a a private placement completed on June 24, 2005.

(103) Herb Kurinsky is affiliated with First Montauk Securities Corp., a registered broker-dealer and NASD member firm, and has acquired these securities in the ordinary course of business as compensation.

(104) Represents 84,031 warrants exercisable at $.35 per share received as compensation for services rendered in connection with a a private placement completed on June 24, 2005.

(105) Represents 133,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(106) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(107) Represents 100,000 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(108) Represents 100,000 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(109) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(110) Represents 133,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(111) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(112) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(113) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(114) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(115) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(116) Represents 233,334 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(117) Represents 23,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(118) Represents 33,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(119) Represents 338,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(120) Represents 338,333 shares of common stock issued pursuant to the Stock Purchase Agreement between Royal Pacific Resources, Inc. and Great Western Parks LLC.

(121) Represents 42,000 shares of common stock issued as compensation for services to be rendered.

(122) Represents 250,000 shares of common stock issued as compensation for services to be rendered.

(123) Represents (i) 50,000 shares issued in connection with the acquisition of the assets of Ron Snider & Associates, Inc. and (ii) 150,000 issued pursuant to a consulting agreement.

(124) Represents 10,000 shares issued pursuant to an employment agreement entered into in connection with the acquisition of the assets of Ron Snider & Associates, Inc.

(125) Represents 10,000 shares issued pursuant to an employment agreement entered into in connection with the acquisition of the assets of Ron Snider & Associates, Inc.

PLAN OF DISTRIBUTION

Each Selling Stockholder of the common stock of Great American Family Parks, Inc., a Nevada corporation, and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. One of the Selling Stockholders, First Montauk Securities Corp., is a registered broker dealer and NASD member firm. First Montauk served as placement agent in both of our recently completed private placement offerings and received, in addition to commissions, warrants to purchase an aggregate of 343,200 shares of our Common Stock with an exercise price of $0.30 per share in connection with our September 2004 offering and warrants to purchase an aggregate of 1,112,800 shares of our Common Stock with an exercise price of $0.35 per share in connection with our June 2005 offering. The registration statement of which this Prospectus forms a part includes the shares underlying the warrants held by First Montauk. In addition, in October of 2003, First Montauk was retained by Great Western Parks LLC as a financial advisor and consultant, for which it received stock compensation of 4..2% of Great Western Parks LLC. As a result of the acquisition of assets from Great Western Parks LLC, First Montauk and its designees currently own 1,268,400 shares of our common stock.

In connection with the sale of our common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock, however, they may elect to sell their shares through First Montauk Securities Corp. as described below. As a broker dealer who is also a selling shareholder, First Montauk may be deemed an underwriter with respect to the shares it may sell pursuant to this Prospectus.

In order to comply with the securities laws of some states, the Selling Stockholders must sell the shares in those states only through registered or licensed brokers or dealers. In addition, in some states the Selling Stockholders must sell the shares only if we have registered or qualified those shares for sale in the applicable state or an exemption from the registration or qualification requirement is available and the selling shareholder complies with the exemption.

Great American Family Parks is required to pay certain fees and expenses incurred by us incident to the registration of the shares. Great American Family Parks has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

First Montauk has indicated to us its willingness to act as selling agent on behalf of the selling shareholders named in the Prospectus under "Selling Stockholders" that purchased our privately placed securities. All shares sold, if any, on behalf of selling shareholders by First Montauk would be in transactions executed by First Montauk on an agency basis and commissions charged to its customers in connection with each transaction shall not exceed a maximum of 4.5% of the gross proceeds. First Montauk does not have an underwriting agreement with us and/or the selling shareholders and no selling shareholders are required to execute transactions through First Montauk. In the event that there are other broker dealer firms involved in the distribution of securities on behalf of selling shareholders, the maximum commission or discount to be received will not be greater than 8% of the sale of any securities which were registered pursuant to this prospectus under SEC Rule 415.

NASD Notice to Members 88-101 states that in the event a selling shareholder intends to sell any of the shares registered for resale in this Prospectus through a member of the NASD participating in a distribution of our securities, such member is responsible for insuring that a timely filing is first made with the Corporate Finance Department of the NASD and disclosing to the NASD the following:

it intends to take possession of the registered securities or to facilitate the transfer of such certificates;

the complete details of how the selling shareholders shares are and will be held, including location of the particular accounts;

whether the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the selling shareholders, including details regarding any such transactions; and

in the event any of the securities offered by the selling shareholders are sold, transferred, assigned or hypothecated by selling shareholder in a transaction that directly or indirectly involves a member firm of the NASD or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of NASD for review.

No persons associated with us or the selling shareholders may participate in the distribution of the shares to be offered by selling shareholders unless they meet the safe harbor provisions of the SEC Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 with respect to exemption from registration as a broker/dealer.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

Any selling shareholder may from time to time pledge or grant a security interest in some or all of the shares of common stock or warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

At the time a selling shareholder makes a particular offer of shares we will, if required under applicable rules and regulations, distribute a Prospectus supplement that will set forth:

the number of shares that the Selling Holder is offering;

the terms of the offering, including the name of any underwriter, dealer or agent;

the purchase price paid by any underwriter;

any discount, commission and other underwriter compensation;

discount, commission or concession allowed or reallowed or paid to any dealer; and

the proposed selling price to the public.

We will not receive any proceeds from sales of any shares by the selling shareholders.

LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York will issue an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements as of December 31, 2004 and for the year ended December 31, 2003 are incorporated in this prospectus, to the extent and for the periods indicated in their reports, have been audited by Madsen & Associates Inc., Certified Public Accountants, and are included herein in reliance upon the authority of this firms as experts in accounting and auditing.

FORWARD-LOOKING STATEMENTS

Information in this prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements. Among the key factors that have a direct bearing on our results of operations are the effects of various governmental regulations, fluctuations in currency exchange rates or interest rates, the fluctuation of our direct costs and the costs and effectiveness of our operating strategy.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Great American Family Parks, Inc., filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

Upon effectiveness of our registration statement on Form SB-2, we will be subject to the informational requirements of the Securities Exchange Act of 1934 that require us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330 Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

FINANCIAL STATEMENT INDEX

Great American Family Parks, Inc. and Subsidiary Unaudited Financial Statements for the Three Months Ending March 31, 2005	42

Great American Family Parks, Inc. and Subsidiary Financial Statements for the Year Ending December 31, 2004	53

Great American Family Parks, Inc. and Subsidiary Financial Statements for the Year Ending December 31, 2003	67

Wild Animal Safari Unaudited Financial Statements for the Three Months Ending March 31, 2005	82

Wild Animal Safari Financial Statements for the Year Ending December 31, 2004	88

Wild Animal Safari Financial Statements for the Year Ending December 31, 2003	98

Great American Family Parks, Inc. and Subsidiary Combined Pro-Forma Balance Sheets as of January 1, 2005	110

Great American Family Parks, Inc. and Subsidiaries Pro-Forma Statements of Operations - by Division For the Year Ended December 31, 2004	111

Great American Family Parks, Inc. and Subsidiaries Pro-Forma Statements of Operations - by Division – unaudited For the Three Months Ended March 31, 2005	112

GREAT AMERICAN FAMILY PARKS, INC.

Financial Statements for the Three Months Ending March 31, 2005

(The rest of this title page purposely left blank.)

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

March 31, 2005 (unaudited) and December 31, 2004

	Mar 31,	Dec 31,
	2005	2004

ASSETS
CURRENT ASSETS
Cash	$ 56,157	$ 29,813
Accounts receivable	53,166	33,238
Inventory	123,719	64,068
Prepaid expenses	970	1,620
Total Current Assets	234,012	128,739

PROPERTY and EQUIPMENT - net of depreciation	1,022,019	1,047,570

OTHER ASSETS
Deposits	52,280	52,280
Loan fees - net of amortization	42,536	42,912
Intercompany advances – affiliates	13,829	84,164

	108,645	179,356

	$ 1,364,676	$ 1,355,665

LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 151,697	$ 127,552
Accrued expenses	95,659	42,578
Current portion - incentive program advances	10,125	10,687
Current portion - note payable	25,762	25,762
Current portion - capital lease obligations	40,706	40,706
Total Current Liabilities	323,949	247,285

LONG TERM LIABILITIES - net of current portions
Incentive program advances	37,068	39,128
Note payable	697,342	703,979
Capital lease obligations	17,995	30,502
	752,405	773,609
STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized, at $.001 par value;
33,184,400 shares issued and outstanding	33,184	33,184
Capital in excess of par value	395,399	395,399
Retained earnings (deficit)	(140,261)	(93,812)

	288,322	334,771

	$ 1,364,676	$ 1,355,665

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2005 and 2004

	Mar 31,	Mar 31,
	2005	2004

SALES	$ 1,194,941	$ 937,692

COST OF SALES	1,013,097	741,469

Gross Profit	181,844	196,223

EXPENSES

Administrative	189,988	93,126
Depreciation & amortization	25,928	24,931

	215,916	118,057

NET PROFIT (LOSS) - before other costs	(34,072)	78,166

FINANCING COSTS	(12,377)	(15,195)

NET LOSS	$ (46,449)	$ 62,971


NET LOSS PER COMMON SHARE

Basic and diluted	$ -	$ -


AVERAGE OUTSTANDING SHARES (stated in 1,000's)

Basic	33,184	30,200
Diluted	35,243

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended Mar 31, 2005 and 2004

	Mar 31,	Mar 31,
	2005	2004

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$ (46,449)	$ 62,971
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization	25,927	24,932
Changes in
Intercompany advance	70,335	(28,392)
Accounts receivable	(19,928)	(3,866)
Inventory	(59,651)	-
Prepaid expenses & deposits	650	2,850
Accounts payable & accrued expenses	77,226	(33,615)
Incentive program advances	(2,622)	(2,622)

Net Change From Operations	45,488	22,258

CASH FLOWS FROM INVESTING ACTIVITIES	-	-


CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from issuance of capital stock	-	-
Payments of capital lease obligations	(12,507)	(11,892)
Payments on notes payable	(6,637)	(6,330)
	(19,144)	(18,222)

Net Change in Cash	26,344	4,036

Cash at Beginning of Period	29,813	25,831

Cash at End of Period	$ 56,157	$ 29,867

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

March 31, 2005

ORGANIZATION

Great American Family Parks, Inc. (GAFP) (name changed on December 24, 2003 from Royal Pacific Resources, Inc.) is a Nevada corporation formed during 2002 for the purpose of merging with Painted Deseret Uranium and Oil Company, Inc., a Washington corporation incorporated in 1954, with the merger being completed on July 25, 2002.

On December 23, 2003 GAFP completed the acquisition of all member interests in Crossroads Convenience Center, LLC (CCC) from Great Western Parks LLC by the issuance of 27,067,000 shares of its common capital stock, representing 91.4% of the outstanding stock after the acquisition, which was accounted for as a reverse acquisition in which CCC is considered to be the A acquirer @ of GAFP for reporting purposes. The outstanding stock of GAFP before the acquisition was 2,533,000 and after 29,600,000. The continuing operations of the business are those of CCC including its prior historical financial statements and the operations of GAFP from December 23, 2003. The financial statements show a retroactive restatement of CCC = s historical members = equity to reflect the equivalent number of shares of common stock issued in the acquisition.

Crossroads Convenience Center, LLC (CCC) was organized under the laws of the State of Idaho on June 18, 1998. CCC = s primary business activity is operating a retail convenience center, which includes a Chevron gasoline station, and a convenience store in Nampa, Idaho.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Basic 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 antidilutive and then only the basic per share amounts are shown in the report.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

CCC is a limited liability company with all tax attributes passing through to its members. Before the acquisition date of December 23, 2003, the income of CCC passed through to the former members. Accordingly, there is no provision for income taxes in the accompanying financial statements associated with the income of CCC prior to acquisition. After the acquisition by GAFP the income or loss of CCC passes through to GAFP, the sole member of CCC. On December 31, 2004, the Company and its subsidiary had a net operating loss available for carry forward of $393,773. The tax benefit of approximately $118,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful. The loss carryforward expires beginning in the 2026.

Principles of Consolidation

The accompanying consolidated financial statements includes the accounts of GAFP and CCC. Revenues and expenses of GAFP are included for the period subsequent to the Company = s acquisition date of December 23, 2003 and includes the accounts of CCC from its inception. All material intercompany accounts and transactions have been eliminated.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risks except for the accounts receivable, however the Company considers the accounts to be fully collectable .

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. 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.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property 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 five to fifteen years. A summary is included below.

	Land	$ 180,000
	Building	1,028,763
	Equipment	146,912
	Leased equipment	223,728
	Less accumulated depreciation	(557,384)
	Net	$ 1,022,019

Inventory

Inventory consists of fuel, food, beverages, and other convenience store items, and are stated at the lower of cost or market. Cost is determined on the first-in, first-out method.

Impairment of Long-Lived Assets

The Company reviews its major 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 to be impaired, the impairment will be recognized in an amount determined by the excess of the carrying amount of the asset over its fair value.

Financial Instruments

The carrying amounts of financial instruments, including cash, accounts receivable, and accounts and notes payable are considered by management to be their estimated fair values due to their short term maturities.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. RECOGNIZED ADVANCE LOAN FEE

In 1999, the Company obtained a loan for the acquisition and construction of its property and improvements. The lending agency required various forms of collateral to secure the debt, including a second deed of trust on real property owned by a member of CCC. A value of $50,000 was placed on this collateral based on the value to the Company of the reduction of the interest rate on the loan because of the additional collateral. An asset and related member equity contribution to CCC was recorded.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

3. RECOGNIZED ADVANCE LOAN FEE - continued

The loan fee is being amortized over the 23 year life of the loan using the interest method.

Estimated amortization expense for the next five years as of December 31, 2004 is as follows:

	Year Ending
	December 31	Amount

	2005	$ 1,552
	2006	1,631
	2007	1,715
	2008	1,803
	2009	1,812

Amortization expense for the years ended December 31, 2004 and 2003 was $ 1,477 and $ 4,405, respectively.

4. NOTE PAYABLE

During 1999, the Company entered into a note agreement with a lending institution to borrow

$828,976 for the construction and start-up costs of the facility under the U.S. Small Business Administration guarantee program. The note is secured by a deed of trust in favor of the lender on the real property owned by the Company, the assignment of a life insurance policy on the managing member = s life, and a second Deed of Trust on real property owned by the managing member. The note is payable monthly with interest at the prime rate plus 5% (5.25% at December 31, 2003) and matures in August 2022. The total interest rate adjustment over the life of the loan is limited to either 5% below or above the initial rate of 8.25%.

At December 31, 2004, the scheduled future principal maturities for the note are as follows:

	Year Ending
	December 31	Amount

	2005	$ 25,762
	2006	27,147
	2007	28,607
	2008	30,146
	2009	30,231
	Thereafter	587,741

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

5 . CAPITAL LEASES

During 1999, the Company entered into lease agreement for gas pumping equipment that are classified as capital leases and expire in 2006.

The future minimum lease payments under the capital leases together with the net present value of the minimum lease payments as of December 31, 2004 are as follows:

	Year Ending
	December 31	Amount

	2005	$ 54,831
	2006	33,230
	Total	88,061
	Less: Amount representing interest	(16,853)
	Net present value of future minimum lease payments	$ 71,208

The amount necessary to reduce the future minimum lease payments to their net present value is calculated at the average interest rate implicit in the leases.

The net present value of the minimum lease payments and other balances related to the capital leases are included in the accompanying financial statements as follows:

	2004	2003
Capital lease obligations
Current portion	$ 40,706	$ 34,047
Long-term portion	30,502	73,908
Total	$ 71,208	$ 107,955

Leased equipment under capital lease
Original assets value	$ 223,728	$ 223,728
Less: Accumulated amortization	(81,375)	(65,875)
Book value of leased assets	$ 142,353	$ 157,853

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

6. INVESTMENT INCENTIVE PROGRAM

In September 1999, the Company received $107,520 as an advance for the construction of a service station facility from a fuel distributor under Chevron = s program Investment Incentive Program. Under this program, the Company is required to sell 1,680,000 gallons (the A base volume @ ) of gasoline per year during the first four years of operation. If the Company sells less than the base volume, a repayment is required equal to $.02 per gallon times the deficiency. If the Company sells more than the base volume, the Company would receive an amount equal to $.02 per gallon times the excess with total payments including the initial advance not to exceed $160,000. After four years, no minimum gallons are required, and no further adjustments are made to the incentive. As of December 31, 2004, the Company had not sold the minimum gallons and has made repayments totaling $31,177 covering its sales deficiency through December 2004.

If the Company discontinues the sale of Chevron branded products during the ten-year period after the start of operations (September 1999), the incentive advances under this program are required to be reimbursed, less 1/120 of such advance for each month elapsed during the ten-year period. Accordingly, the incentives are being amortized on a straight line basis over the ten year period and are included in the Statement of Operations as a reduction to fuel cost of goods sold.

7. CAPITAL STOCK

On the closing of the Stock Purchase Agreement (see Note 1) the Company issued 27,067,000

shares of common stock in exchange for all of the member interests in Crossroads Convenience Center, LLC.

During 2003 the Company issued 600,000 restricted common shares for consulting services.

On September 27, 2004, the Company issued 2,984,400 restricted common shares for cash, and 2,059,200

warrants under Purchase Agreements dated June 10, 2004. Each warrant includes the right to purchase an additional common share at $.30 per share at any time within five years.

On December 24, 2003, the Company completed a reverse stock split of 6 outstanding shares for 1 share. This report has been prepared showing post split shares from inception.

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer- director = s and their controlled entities have acquired 24% of the outstanding common stock of the Company.

On March 31, 2005 the Company had made no interest, demand loans to affiliates of $13,829. The affiliation resulted by common officers of the affiliates and the Company.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2005

9. CONTINGENCIES

Painted Desert (see organization above) owned or controlled properties on private and public lands in several states in the Western United States for purposes of exploring for and developing commercial mineral deposits. The Company = s efforts proved unsuccessful, and as of December 31, 1995, the Company had abandoned all of its interests in mineral and mining properties. The Company and its properties have been subject to a variety of federal and state regulations governing land use and environmental matters. The Company accrues liabilities relating to environmental damages and claims only when it is probable that such liabilities exist and their amounts can be reasonably estimated.

During the 1970's, the Company held leasehold interests in two mining properties known as the Silver Strike Mine and the Blue Star Prospect located in Shoshone County of Northern Idaho, on which the Company participated in various exploration and mining activities. The Silver Strike Mine and Blue Star Prospect claim areas are currently listed by the Environmental Protection Agency as potentially contaminated sites and sources for potential contamination of drainages leading into the Coeur d = Alene River Basin. The Company has not received any notification of a pending action or proceeding against the Company relating to environmental damages it may be responsible for. However, in recent years, certain other companies involved in mining activities on property interests upland of the Coeur d = Alene River Basin have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, and have entered into consent decrees with the EPA and the state of Idaho, concerning environmental remediation obligations and damages to natural resources in the Coeur D = Alene River Basin.

As of March 31, 2005, the Company has not accrued any amounts for the potential liability associated with any environmental claims because any potential claim amount is undeterminable.

10. GOING CONCERN

The Company intends to continue the development of its business interests, however, there is insufficient working capital necessary to be successful in this effort and to service its debt which raises substantial doubt about its ability to continue as a going concern.

The Company and its subsidiary has sufficient revenues to continue to operate an on-going company, however, it will require additional funding to acquire the new assets currently under agreement for purchase, and those contemplated in the future. It will seek funding through such equity and debt financing mechanisms, both public and private, as are available, and will continue to organize these sources to be in a position to take advantage of its acquisition opportunities, however, the Company will be able to operate for the coming year even if the funding necessary to complete the proposed acquisition fails.

GREAT AMERICAN FAMILY PARKS, INC.

Financial Statements for the Year Ending December 31, 2004

(The rest of this title page purposely left blank.)

MADSEN & ASSOCIATES. CPA’s INC.

684 East Vine St. #3

Certified Public Accountants and Business Consultants

Murray, Utah 84107

Telephone 801-268-2632

Board of Directors

Great American Family Parks, Inc. and Subsidiary

Eagle, Idaho

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of Great American Family Parks, Inc. and Subsidiary at December 31, 2004, and the related consolidated statement of operations, changes in stockholders' equity, and cash flows for the years ended December 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Great American Family Parks, Inc. and Subsidiary at December 31, 2004, and the statements of operations, and cash flows for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

May 9, 2005 s/Madsen & Associates, CPA’s Inc.

Murray, Utah

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2004

ASSETS
CURRENT ASSETS
Cash	$ 29,813
Accounts receivable	33,238
Inventory	64,068
Prepaid expenses	1,620
Total Current Assets	128,739

PROPERTY and EQUIPMENT - net of depreciation	1,047,570

OTHER ASSETS
Deposits	52,280
Loan fees - net of amortization	42,912
Intercompany advances - affiliates	84,164

	179,356

	$ 1,355,665

LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 127,552
Accrued expenses	42,578
Current portion - incentive program advances	10,687
Current portion - note payable	25,762
Current portion - capital lease obligations	40,706
Total Current Liabilities	247,285

LONG TERM LIABILITIES - net of current portions
Incentive program advances	39,128
Note payable	703,979
Capital lease obligations	30,502
	773,609
STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized, at $.001 par value;
33,184,400 shares issued and outstanding	33,184
Capital in excess of par value	395,399
Retained earnings (deficit)	(93,812)

	334,771

	$ 1,355,665

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

For the Years Ended December 31, 2004 and 2003

	Dec 31,	Dec 31,
	2004	2003

SALES	$ 4,610,452	$ 3,993,515

COST OF SALES	4,021,247	3,390,972

Gross Profit	589,205	602,543

EXPENSES

Administrative	718,066	449,868
Depreciation & amortization	101,053	102,490

	819,119	552,358

NET PROFIT (LOSS) - before other costs	(229,914)	50,185

FINANCING COSTS	(50,492)	(55,169)

NET LOSS	$ (280,406)	$ (4,984)


NET LOSS PER COMMON SHARE

Basic and diluted	$ -	$ -


AVERAGE OUTSTANDING SHARES (stated in 1,000's)

Basic	30,946	27,067
Diluted	33,005

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Period January 1, 2002 to December 31, 2004

			Capital in
	Common Stock		Excess of	Retained
	Shares	Amount	Par Value	Earnings

Balance January 1, 2002	27,067,000	$ 27,067	$ -	$ 247,454

Net operating loss for the year ended
December 31, 2002	-	-	-	(55,876)

Issuance of common stock for acquisition -
Royal Pacific Resources, Inc.	2,533,000	2,533	-	-

Balance December 23, 2003 -
subsequent to acquisition	29,600,000	29,600	-	191,578

Issuance of common stock for services	600,000	600	10,770	-

Net operating loss for the year
ended December 31, 2003	-	-	-	(4,984)

Balance December 31, 2003	30,200,000	30,200	10,770	186,594

Issuance of common stock for cash -
net of issuance costs - September 2004	1,716,000	1,716	361,867	-

Issuance of common stock for payment
of debt - September 2004	1,268,400	1,268	22,762	-

Net operating loss for the year
ended December 31, 2004	-	-	-	(280,406)

Balance December 31, 2004	33,184,400	$ 33,184	$ 395,399	$ (93,812)

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Years Ended December 31, 2004 and 2003

	Dec 31,	Dec 31,
	2004	2003

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$ (280,406)	$ (4,984)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization	101,053	102,489
Issuance of capital stock for services	-	11,370
Changes in
Intercompany advances	(46,336)	-
Accounts receivable	(7,695)	(1,385)
Inventory	(13,210)	(875)
Prepaid expenses & deposits	(47,015)	(40,011)
Accounts payable & accrued expenses	21,318	10,251
Incentive program advances	(10,488)	(10,487)

Net Change From Operations	(282,779)	66,368

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property & equipment	(14,406)	-

CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from issuance of capital stock	363,583	-
Payments of capital lease obligations	(36,747)	(35,126)
Payments on notes payable	(25,669)	(24,583)
Advances from members	-	(6,000)
	301,167	(65,709)

Net Change in Cash	3,982	659

Cash at Beginning of Period	25,831	25,172

Cash at End of Period	$ 29,813	$ 25,831

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

December 31, 2004

ORGANIZATION

On December 23, 2003 GAFP completed the acquisition of all member interests in Crossroads Convenience Center, LLC (CCC) from Great Western Parks LLC by the issuance of 27,067,000 shares of its common capital stock, representing 91.4% of the outstanding stock after the acquisition, which was accounted for as a reverse acquisition in which CCC is considered to be the acquirer of GAFP for reporting purposes. The outstanding stock of GAFP before the acquisition was 2,533,000 and after 29,600,000. The continuing operations of the business are those of CCC including its prior historical financial statements and the operations of GAFP from December 23, 2003. The financial statements show a retroactive restatement of CCC’s historical members’ equity to reflect the equivalent number of shares of common stock issued in the acquisition.

Crossroads Convenience Center, LLC (CCC) was organized under the laws of the State of Idaho on June 18, 1998. CCC’s primary business activity is operating a retail convenience center, which includes a Chevron gasoline station, and a convenience store in Nampa, Idaho.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Basic and Diluted Net Income (Loss) Per Share

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Income Taxes

CCC is a limited liability company with all tax attributes passing through to its members. Before the acquisition date of December 23, 2003, the income of CCC passed through to the former members. Accordingly, there is no provision for income taxes in the accompanying financial statements associated with the income of CCC prior to acquisition. After the acquisition by GAFP the income or loss of CCC passes through to GAFP, the sole member of CCC. On December 31, 2004, the Company and its subsidiary had a net operating loss available for carry forward of $347,324. The tax benefit of approximately $104,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful. The loss carryforward expires beginning in the 2025.

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2004, includes the accounts of GAFP and CCC. Revenues and expenses of GAFP are included for the period subsequent to the Company = s acquisition date of December 23, 2003 and includes the accounts of CCC from its inception. All material intercompany accounts and transactions have been eliminated.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risks except for the accounts receivable, however the Company considers the accounts to be fully collectable .

Estimates and Assumptions

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and equipment

	Land	$ 180,000
	Building	1,028,763
	Equipment	146,912
	Leased equipment	223,728
	Less accumulated depreciation	(531,833)
	Net	$ 1,047,570

Inventory

Inventory consists of fuel, food, beverages, and other convenience store items, and are stated at the lower of cost or market. Cost is determined on the first-in, first-out method.

Impairment of Long-Lived Assets

Financial Instruments

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. RECOGNIZED ADVANCE LOAN FEE

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

3. RECOGNIZED ADVANCE LOAN FEE - continued

The loan fee is being amortized over the 23 year life of the loan using the interest method.

Estimated amortization expense for the next five years as of December 31, 2004 is as follows:

	Year Ending
	December 31	Amount

	2005	$ 1,552
	2006	1,631
	2007	1,715
	2008	1,803
	2009	1,812

Amortization expense for the years ended December 31, 2004 and 2003 was $ 1,477 and $ 4,405, respectively.

4. NOTE PAYABLE

During 1999, the Company entered into a note agreement with a lending institution to borrow $828,976 for the construction and start-up costs of the facility under the U.S. Small Business Administration guarantee program. The note is secured by a deed of trust in favor of the lender on the real property owned by the Company, the assignment of a life insurance policy on the managing member’s life, and a second Deed of Trust on real property owned by the managing member. The note is payable monthly with interest at the prime rate plus 5% (5.25% at December 31, 2003) and matures in August 2022. The total interest rate adjustment over the life of the loan is limited to either 5% below or above the initial rate of 8.25%.

At December 31, 2004, the scheduled future principal maturities for the note are as follows:

	Year Ending
	December 31	Amount

	2005	$ 25,762
	2006	27,147
	2007	28,607
	2008	30,146
	2009	30,231
	Thereafter	587,741

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

5 . CAPITAL LEASES

During 1999, the Company entered into lease agreement for gas pumping equipment that are classified as capital leases and expire in 2006.

The future minimum lease payments under the capital leases together with the net present value of the minimum lease payments as of December 31, 2004 are as follows:

	Year Ending
	December 31	Amount

	2005	$ 54,831
	2006	33,230
	Total	88,061
	Less: Amount representing interest	(16,853)
	Net present value of future minimum lease payments	$ 71,208

The amount necessary to reduce the future minimum lease payments to their net present value is calculated at the average interest rate implicit in the leases.

The net present value of the minimum lease payments and other balances related to the capital leases are included in the accompanying financial statements as follows:

	2004	2003
Capital lease obligations
Current portion	$ 40,706	$ 34,047
Long-term portion	30,502	73,908
Total	$ 71,208	$ 107,955

Leased equipment under capital lease
Original assets value	$ 223,728	$ 223,728
Less: Accumulated amortization	(81,375)	(65,875)
Book value of leased assets	$ 142,353	$ 157,853

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

6. INVESTMENT INCENTIVE PROGRAM

In September 1999, the Company received $107,520 as an advance for the construction of a service station facility from a fuel distributor under Chevron = s program Investment Incentive Program. Under this program, the Company is required to sell 1,680,000 gallons (the A base volume @ ) of gasoline per year during the first four years of operation. If the Company sells less than the base volume, a repayment is required equal to $.02 per gallon times the deficiency. If the Company sells more than the base volume, the Company would receive an amount equal to $.02 per gallon times the excess with total payments including the initial advance not to exceed $160,000. After four years, no minimum gallons are required, and no further adjustments are made to the incentive. As of December 31, 2004, the Company has not sold the minimum gallons and has made repayments totaling $31,177 covering its sales deficiency through December 2004.

7. CAPITAL STOCK

On the closing of the Stock Purchase Agreement (see Note 1) the Company issued 27,067,000

shares of common stock in exchange for all of the member interests in Crossroads Convenience Center, LLC.

During 2003 the Company issued 600,000 restricted common shares for consulting services.

On September 27, 2004, the Company issued 1,716,000 restricted common shares for cash, and 2,059,200

warrants under Purchase Agreements dated June 10, 2004. Each warrant includes the right to purchase an additional common share at $.30 per share at any time within five years.

On September 27, 2004 the Company issued 1,268,400 restricted common shares for payment of debt

On December 24, 2003, the Company completed a reverse stock split of 6 outstanding shares for 1 share. This report has been prepared showing post split shares from inception.

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer- director = s and their controlled entities have acquired 45% of the outstanding common stock of the Company.

On December 30, 2004 the Company had made no interest, demand loans to affiliates of $84,164. The affiliation resulted by common officers of the affiliates and the Company.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

9. CONTINGENCIES

Painted Desert (see organization above) owned or controlled properties on private and public lands in several states in the Western United States for purposes of exploring for and developing commercial mineral deposits. The Company’s efforts proved unsuccessful, and as of December 31, 1995, the Company had abandoned all of its interests in mineral and mining properties. The Company and its properties have been subject to a variety of federal and state regulations governing land use and environmental matters. The Company accrues liabilities relating to environmental damages and claims only when it is probable that such liabilities exist and their amounts can be reasonably estimated.

During the 1970's, the Company held leasehold interests in two mining properties known as the Silver Strike Mine and the Blue Star Prospect located in Shoshone County of Northern Idaho, on which the Company participated in various exploration and mining activities. The Silver Strike Mine and Blue Star Prospect claim areas are currently listed by the Environmental Protection Agency as potentially contaminated sites and sources for potential contamination of drainages leading into the Coeur d’ Alene River Basin. The Company has not received any notification of a pending action or proceeding against the Company relating to environmental damages it may be responsible for. However, in recent years, certain other companies involved in mining activities on property interests upland of the Coeur d’ Alene River Basin have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, and have entered into consent decrees with the EPA and the state of Idaho, concerning environmental remediation obligations and damages to natural resources in the Coeur D’Alene River Basin.

As of December 31, 2004, the Company has not accrued any amounts for the potential liability associated with any environmental claims because any potential claim amount is undeterminable.

10. GOING CONCERN

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2004

11. SUBSEQUENT EVENTS

Pursuant to its business plan to create a regional theme park in the Pine Mountain area of Georgia, the Company entered into purchase agreements for land and selected assets, from several sources, and created a Georgia Corporation with the name of A Wild Animal Safari, Inc., @ to manage a proposed theme park.

On November 8, 2004, the Company entered into an A Asset Purchase Agreement @ with Ron Snider & Associates, Inc. to purchase animals and other park property for a theme park in Pine Mountain Georgia for $700,000, with an extended closing date of June 13, 2005. At closing the Company will pay $350,000 and a promissory note for the balance. The promissory note will bear interest at 7.5% per annum and will be payable in eighty-three monthly installments of principle and interest of $5,368. The Company also entered into a A Real Estate Purchase Agreement @ with individuals and a partnership for the acquisition of the land underlying the theme park site, including the improvements, buildings, and fixtures for $4,000,000. The Company will pay $2,000,000 at closing and promissory note for $2,000,000 for the balance at closing. The note for the purchase of the real property will bear interest at 7.5% per annum and will be payable in eighty-three monthly installments of principal and interest of $30,676. Both notes will be secured by a first priority Security Agreement on the assets and a first Security Deed on the real estate. An earnest money deposit of $50,000 and 150,000 shares of Company stock were deposited in escrow pending the closing of the agreements.

At closing the shares will be returned and canceled and therefore have not been shown as outstanding in this report. If the closing is not completed the shares and the deposit will be forfeited.

Included in the following are the condensed, pro-forma, financial statements of Great American Family Parks, Inc. and subsidiary, Ron Snider & Associates, Inc., and other entities, as if the acquisition had been completed on January 1, 2005.

The condensed pro-forma operating statements include those of the Company and its subsidiary and the operations of Ron Snider & Associates, Inc. for the year ended December 31, 2004 and the three months ended March 31, 2005 (unaudited). The operations of Ron Snider & Associates, Inc. have been adjusted to include revised administrative, depreciation, and interest expense, as if its operations had been a division of the Company for the two periods.

No earnings per share amounts have been included because the outstanding shares after the acquisition has not been determined.

Great American Family Parks, Inc.

Financial Statements for the Year Ending December 31, 2003

(The rest of this title page purposely left blank.)

MADSEN & ASSOCIATES. CPA’s INC.

684 East Vine St. #3

Certified Public Accountants and Business Consultants

Murray, Utah 84107

Telephone 801-268-2632

Board of Directors

Great American Family Parks, Inc. and Subsidiary

Eagle, Idaho

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of Great American Family Parks, Inc. and Subsidiary at December 31, 2003, and the related consolidated statement of operations, changes in stockholders' equity, and cash flows for the years ended December 31, 2003 and 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated balance sheet of the Company for the year ended December 31, 2002 and the related consolidated statement of operations, changes in stockholders' equity, and cash flows for the years ended December 31, 2002 and 2001. Those statements were audited by other auditors whose report has been furnished to us and our opinion insofar as it relates to the amounts included for the Company, is based solely on the report of the other auditors

In our opinion, based on our audit and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Great American Family Parks, Inc. and Subsidiary at December 31, 2003, and the results of operations and cash flows for the years ended December 31, 2003, and 2002, in conformity with generally accepted accounting principles.

February 10, 2005 /s/ Madsen & Associates, CPA’s Inc.

Murray, Utah

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2003

ASSETS
CURRENT ASSETS
Cash	$ 25,831
Accounts receivable	25,543
Inventory	50,858
Prepaid expenses	5,405
Total Current Assets	107,637

PROPERTY and EQUIPMENT - net of depreciation	1,132,740

OTHER ASSETS
Deposits	1,480
Loan fees - net of amortization	44,389
Intercompany advances – affiliates	37,828
	83,697
	$ 1,324,074

LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 83,223
Accrued expenses	89,619
Current portion - incentive program advances	10,487
Current portion - note payable	24,447
Current portion - capital lease obligations	34,047
Total Current Liabilities	241,823


LONG TERM LIABILITIES - net of current portion
Incentive program advances	49,816
Note payable	730,963
Capital lease obligations	73,908
	854,687

STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized, at $.001 par value; 30,200,000 shares issued and outstanding	30,200
Capital in excess of par value	10,770
Retained earnings	186,594
	227,564
	$ 1,324,074

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

For the Years Ended December 31, 2003 and 2002

	Dec 31,	Dec 31,
	2003	2002

SALES	$ 3,993,515	$ 3,507,620

COST OF SALES	3,390,972	2,995,012

Gross Profit	602,543	512,608

EXPENSES
Administrative	449,868	404,016
Depreciation & amortization	102,490	99,613

	533,358	503,629

NET PROFIT (LOSS) - before other costs	50,185	8,979

FINANCING COST	(55,169)	(64,855)

NET PROFIT (LOSS)	$ (4,984)	$ (55,876)

NET LOSS PER COMMON SHARE

Basic and diluted	$ -	$ -

AVERAGE OUTSTANDING SHARES

Basic (stated in 1,000's)	27,135	27,067

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Period January 1, 2002 to December 31, 2003

			Capital in
	Common Stock		Excess of	Retained
	Shares	Amount	Par Value	Earnings
Balance January 1, 2002	27,067,000	$ 27,067	$ -	$ 247,454

Net operating loss for the year ended
December 31, 2002	-	-	-	(55,876)

Issuance of common stock for acquisition -
Royal Pacific Resources, Inc.	2,533,000	2,533	-	-

Balance December 23, 2003 –
subsequent to acquisition	29,600,000	29,600	-	191,578

Issuance of common stock for services	600,000	600	10,770	-

Net operating loss for the year ended
December 31, 2003	-	-	-	(4,984)

Balance December 31, 2003	30,200,000	$ 30,200	$ 10,770	$ 186,594

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Years Ended December 31, 2003 and 2002

	Dec 31,	Dec 31,
	2003	2002

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$ (4,984)	$ (55,876)

Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization	102,489	99,613
Issuance of capital stock for services	11,370	-
Changes in
Accounts receivable	(1,385)	(5,427)
Inventory	(875)	(13,551)
Prepaid expenses & deposits	(40,011)	(177)
Accounts payable & accrued expenses	10,251	48,061
Incentive program advances	(10,487)	(35,634)

Net Change From Operations	66,368	37,009

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property & equipment	-	(11,210)

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of capital lease obligations	(35,126)	(28,138)
Payments on notes payable	(24,583)	(21,356)
Advances from members	(6,000)	6,000
	(65,709)	(43,494)

Net Change in Cash	659	(17,695)

Cash at Beginning of Period	25,172	42,867

Cash at End of Period	$ 25,831	$ 25,172

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

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

ORGANIZATION

On December 23, 2003 GAFP completed the acquisition of Great Western Park, LLC (GWP), an Idaho limited liability company, by the issuance of 27,067,000 shares of its common capital stock, representing 91.4% of the outstanding stock of GAFP after the acquisition, and as part of the acquisition GAFP received all member interests in Crossroads Convenience Center, LLC (CCC), an Idaho limited liability company, which was the only asset held by GWP. The transaction was accounted for as a reverse acquisition in which GWP is considered to be the A acquirer @ of GAFP for reporting purposes. The outstanding stock of GAFP before the acquisition was 2,533,000 and after 29,600,000. The continuing operations of the business are those of CCC including its prior historical financial statements and the operations of GAFP from December 23, 2003. The financial statements show a retroactive restatement of CCC = s historical members = equity to reflect the equivalent number of shares of common stock issued in the acquisition.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Basic and Diluted Net Income (Loss) Per Share

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Income Taxes

CCC is a limited liability company with all tax attributes passing through to its members. Before the acquisition date of December 23, 2003, the income of CCC passed through to the former members. Accordingly, there is no provision for income taxes in the accompanying financial statements associated with the income of CCC prior to acquisition. After the acquisition by GAFP the income or loss of CCC passes through to GAFP, the sole member of CCC. On December 31, 2003, the Company and its subsidiary had a net operating loss available for carry forward of $44,460. The tax benefit of approximately $13,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since there was a substantial change in the stockholders of the Company. The loss carryforward expires beginning in the 2024.

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2003, includes the accounts of GAFP and CCC. Revenues and expenses of GAFP are included for the period subsequent to the Company = s acquisition date of December 23, 2003 and includes the accounts of CCC from its inception. All material intercompany accounts and transactions have been eliminated.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risks except for the accounts receivable, however the Company considers the accounts to be fully collectable .

Estimates and Assumptions

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and equipment

Land	$ 180,000
Building	1,028,763
Equipment	132,506
Leased equipment	223,728
Less accumulated depreciation	(432,257)
Net	$ 1,132,740

Inventory

Inventory consists of fuel, food, beverages, and other convenience store items, and are stated at the lower of cost or market. Cost is determined on the first-in, first-out method.

Impairment of Long-Lived Assets

Financial Instruments

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. RECOGNIZED ADVANCE LOAN FEE

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

3. RECOGNIZED ADVANCE LOAN FEE - continued

The loan fee is being amortized over the 23 year life of the loan using the interest method.

Estimated amortization expense for the next five years as of December 31, 2003 is as follows:

	Year Ending
	December 31	Amount

	2004	$1,476
	2005	1,552
	2006	1,631
	2007	1,715
	2008	1,803

Amortization expense for the years ended December 31, 2003 and 2002 was $ 4,405 and $ 1,336, respectively.

4. NOTE PAYABLE

During 1999, the Company entered into a note agreement with a lending institution to borrow

$828,976 for the construction and start-up costs of the facility under the U.S. Small Business Administration guarantee program. The note is secured by a deed of trust in favor of the lender on the real property owned by the Company, the assignment of a life insurance policy on the life of an officer = s life, and a second Deed of Trust on real property owned by the officer. The note is payable monthly with interest at the prime rate plus 5% (5.25% at December 31, 200x) and matures in August 2022. The total interest rate adjustment over the life of the loan is limited to either 5% below or above the initial rate of 8.25%.

At December 31, 2003, the scheduled future principal maturities for the note are as follows:

	Year Ending
	December 31	Amount

	2004	$ 24,447
	2005	25,762
	2006	27,147
	2007	28,607
	2008	30,146
	Thereafter	619,301
	Total	$ 755,410

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

5 . CAPITAL LEASES

During 1999, the Company entered into lease agreement for gas pumping equipment that are classified as capital leases and expire in 2006.

The future minimum lease payments under the capital leases together with the net present value of the minimum lease payments as of December 31, 2003 are as follows:

	Year Ending
	December 31	Amount

	2004	$ 45,692
	2005	49,845
	2006	33,230
	Total	128,767

	Less: Amount representing interest	(20,812)
	Net present value of future minimum lease payments	$ 107,955

The amount necessary to reduce the future minimum lease payments to their net present value is calculated at the average interest rate implicit in the leases of 13.685%.

The net present value of the minimum lease payments and other balances related to the capital leases are included in the accompanying financial statements as follows:

	2003	2002
Capital lease obligations
Current portion	$ 34,047	$ 32,237
Long-term portion	73,908	110,844
Total	$ 107,955	$ 143,081

Leased equipment under capital lease
Original assets value	$ 223,728	$223,728
Less: Accumulated amortization	(65,875)	(50,671)
Book value of leased assets	$ 157,853	$ 173,057
Amortization expense for the year	$ 15,204	$ 14,915

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

6. INVESTMENT INCENTIVE PROGRAM

In September 1999, the Company received $107,520 as an advance for the construction of a service station facility from a fuel distributor under Chevron = s program Investment Incentive Program. Under this program, the Company is required to sell 1,680,000 gallons (the A base volume @ ) of gasoline per year during the first four years of operation. If the Company sells less than the base volume, a repayment is required equal to $.02 per gallon times the deficiency. If the Company sells more than the base volume, the Company would receive an amount equal to $.02 per gallon times the excess with total payments including the initial advance not to exceed $160,000. After four years, no minimum gallons are required, and no further adjustments are made to the incentive. As of December 31, 2003, the Company has not sold the minimum gallons and has made repayments totaling $25,146 covering its sales deficiency through September 2003.

7. CAPITAL STOCK

On the closing of the Stock Purchase Agreement (see Note 1) the Company issued 27,067,000

shares of common stock in exchange for all of the member interests in Crossroads Convenience Center, LLC.

The Company issued 600,000 restricted shares for consulting services.

On December 24, 2003, the Company completed a reverse stock split of 6 outstanding shares for 1 share. This report has been prepared showing post split shares from inception.

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer- director = s, their families, and their controlled companies, have acquired 49% of the outstanding common stock of the Company.

On December 30, 2003 the Company had made no interest, demand loans to affiliates of $37,828. The affiliation resulted by common officers of the affiliates and the Company.

GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2003

9. CONTINGENCIES

As of December 31, 2003, the Company has not accrued any amounts for potential liability associated with any environmental claims because any potential claim amount is undeterminable.

10. SUBSEQUENT EVENTS

On September 27, 2004, the Company issued 1,716,000 common shares of stock for cash of $363,583, and 2,059,200 warrants under Purchase Agreements dated June 10, 2004. Each warrant includes the right to purchase an additional common share at $.30 per share at any time within five years.

On September 27, 2004 the Company issued 1,268,400 common shares for payment of debt.

On November 8, 2004, the Company entered into an agreement to purchase the operating assets of a wild animal park in Pine Mountain, Georgia for $700,000 with an anticipated closing date of March 1, 2005.. At closing, the Company will pay $350,000 in cash and a promissory note for $350,000. The promissory note will bear interest at 7.5% per annum and will be payable in eighty-three monthly payments of principal and interest of $5,368. The Company also entered into a Real Estate Purchase agreement for the underlying land and all buildings, improvements and fixtures of the park for $4,000,000. The Company will pay $2,000,000 in cash at closing and a promissory note for $2,000,000. The note will bear interest at 7.5% per annum and will be payable in eighty-three monthly payments of principal and interest of $30,676. Both notes will be secured by first priority Security Agreement on the operating assets and a first Security Deed on the real estate.

Wild Animal Safari

Financial Statement for the Three Months Ending March 31, 2005

(The rest of this title page purposely left blank.)

Gay & Joseph, CPA, P.C.

201 Church St

LaGrange, GA 30240

706-884-7331

To the Stockholders and Board of Directors

RON SNIDER & ASSOCIATES, INC.

D/B/A PINE MOUNTAIN WILD ANIMAL PARK

PINE MOUNTAIN, GA 31822-9030

We have compiled the accompanying statements of assets, liabilities, and equity-income tax basis of RON SNIDER & ASSOCIATES, INC. (an S Corporation) as of March 31, 2005 and 2004, and the related statements of revenues and expenses-income tax basis for the three months ended March 31, 2005 and 2004, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These financial statements have been prepared on the accounting basis used by the Company for income tax purposes, which is a comprehensive basis of accounting other than generally accepted accounting principles.

A compilation is limited to presenting in the form of financial statements information that is the representation of the management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them.

The company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Accordingly, the financial statements do not include a provision for income taxes because the Company does not incur federal or state income taxes. Instead, its earnings and losses are included in the stockholders’ personal income tax returns and are taxed based on their personal tax strategies. However, we did become aware of a departure from the income tax basis of accounting that is described in the following paragraph.

Management has elected to omit substantially all of the disclosures ordinarily included in the financial statements prepared on the income tax basis of accounting. If the omitted disclosures were included in the financial statements they might influence user’s conclusions about the Company’s assets, liabilities, equity revenues and expenses. Accordingly, these financial statements are not designed for those who are not informed about such matters.

/s/ Gay & Joseph, CPA, P.C.

April 18, 2005

RON SNIDER & ASSOCIATES, INC.

Statements of Assets, Liabilities and Equity

INCOME TAX BASIS

For the Three Months Ended March 31, 2005 and 2004

ASSETS

CURRENT ASSETS:	2005	2004
SAVINGS-FIRST UNION MMA	$ 856,477.46	$ 0.00
SAVINGS-FIRST UNION PAYROLL	19,731.81	15,067.15
CHECKING-FIRST UNION GENERAL	179,904.47	775,629.47
PETTY CASH	3,050.00	3,050.00
ATM MACHINE-CASH	3,000.00	2,200.00
PREPAID INSURANCE	0.00	21,380.08
PREPAID SALES TAX	2,720.96	2,493.04
INVENTORY	43,108.79	16,467.00

TOTAL CURRENT ASSETS	1,107,993.49	836,286.74


PROPERTY AND EQUIPMENT:
BUILDINGS	343,102.00	338,070.53
LEASEHOLD IMPROVEMENTS	14,325.00	14,325.00
ANIMALS	95,648.25	48,004.25
DEPRECIABLE ASSETS	710,887.56	689,760.04
COMPUTER EQUIPMENT	4,733.72	4,733.72
PAYROLL SOFTWARE	1,249.00	1,249.00
PARKING LOT	38,398.50	0.00
VEHICLES	138,418.69	133,951.34
LESS ACCUMULATED DEPRECIATION	(1,197,850.31)	(1,056,006.79)

NET PROPERTY AND EQUIPMENT	148,912.41	174,087.09


TOTAL ASSETS	$ 1,256,905.90	$ 1,010,373.83

See auditor’s compilation report.

RON SNIDER & ASSOCIATES, INC.

Statements of Assets, Liabilities and Equity

INCOME TAX BASIS

March 31, 2005 and 2004

LIABILITIES

CURRENT LIABILITIES:	2005	2004
DEPOSITS OF RENTAL UNITS	$ 1,145.00	$ 459.00
DEPOSITS ON FUTURE GROUP TOURS	1,727.00	225.07
CHILD SUPPORT	(15.00)	0.00
FICA TAXES PAYABLE	(1,291.62)	6.34
STATE TAXES PAYABLE	686.50	539.13
STATE UNEMPLOYMENT TAXES	379.93	340.98
FEDERAL UNEMPLOYMENT TAXES	416.49	344.64
SALES TAX PAYABLE	9,923.35	9,979.35

TOTAL CURRENT LIABILITIES	12,971.65	11,894.51


LONG-TERM LIABILITIES:
NOTE PAYABLE-RON SNIDER	500,166.46	591,649.03

TOTAL LONG-TERM LIABILITIES	500,166.46	591,649.03

TOTAL LIABILITIES	513,138.11	603,543.54

STOCKHOLDERS’ EQUITY:
COMMON STOCK	40,828.00	40,828.00
TREASURY STOCK	0.00	(33,796.00)
RETAINED EARNINGS-BEGINNING	642,919.09	525,244.96
SHAREHOLDER DISTRIBUTIONS	0.00	(203,768.00)
CURRENT NET INCOME (LOSS)	60,020.70	78,321.33

TOTAL STOCKHOLDERS’ EQUITY	743,767.79	406,830.29

TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$ 1,256,905.90	$ 1,010,373.83

See auditor’s compilation report.

RON SNIDER & ASSOCIATES, INC.

Statements of Revenues and Expenses

INCOME TAX BASIS

For the Three Months Ended March 31, 2005 and 2004

REVENUES:	2005	2004
OTHER SALES	$ 279,772.04	$ 247,540.41
NEWSPAPER INCOME	1,850.00	4,450.00
SALES DISCOUNTS/RETURNS	(88.59)	(2.02)
SALES TAX	(17,387.48)	(15,594.59)

TOTAL REVENUES	264,145.97	236,393.80

COST OF GOODS SOLD:
PURCHASES-GIFT SHOP	15,784.99	9,940.12
PURCHASES-FOOD CONCESSION	2,880.45	2,040.03

TOTAL COST OF GOODS SOLD	18,665.44	11,980.15

GROSS PROFIT	245,480.53	224,413.65

OPERATING EXPENSES:
SALARIES AND WAGES	56,361.80	48,254.39
ANIMAL FOOD	12,733.80	8,944.69
ADVERTISING	41,163.70	26,978.52
AUTO & TRUCK EXPENSE	1,507.03	3,650.67
FUEL & OIL	2,252.18	1,969.34
BANK CHARGES	0.00	47.00
CREDIT CARD FEES	2,846.42	2,085.60
CONTRACT LABOR	0.00	367.50
CONTRIBUTIONS	50.00	150.00
FLORALS & GIFTS	130.00	0.00
ENTERTAINMENT-MEALS	81.52	0.00
VETERINARIAN & VET SUPPLIES	147.60	245.13
INSURANCE-AUTO	0.00	646.67
INSURANCE-LIABILITY	823.00	0.00
INSURANCE-FIRE & CASUALTY	0.00	509.25
INSURANCE-WORKMANS COMP	2,443.00	0.00
LICENSES/PERMITS/MISC. TAXES	1.090.00	895.00
JANITOR & PEST CONTROL	1,235.85	1,636.43
MEDICAL EXPENSE	30.25	0.00

See auditor’s compilation report.

RON SNIDER & ASSOCIATES, INC.

Statements of Revenues and Expenses

INCOME TAX BASIS

For the Three Months Ended March 31, 2005 and 2004

	2005	2004
OFFICE SUPPLIES/CE/DUES & SUBS	2,623.15	3,628.81
PROFESSIONAL SERVICE	2,176.00	3,045.00
RENTAL EXPENSE-EQUIP/UNIFORM	316.82	257.93
PARK MAINTENANCE	29,462.12	3,585.40
REPAIRS & MAINTENANCE-EQUIP	705.33	275.00
GEN MAINT/EQUIP REP/SHOP EXP	987.05	763.47
PAYROLL TAXES	5,107.91	4,377.10
OTHER TAXES	359.59	484.07
TELEPHONE	1,747.31	1,859.49
UTILITIES	4,061.15	6,218.23

TOTAL OPERATING EXPENSES	170,442.58	120,874.69

OPERATING INCOME (LOSS)	75,037.95	103,538.96

OTHER INCOME:
OTHER INC.-ADM FEES (P/R DEDUCT)	0.00	28.00
OTHER INCOME	2,749.25	2,336.32
INTEREST EARNED	3,827.97	110.30

TOTAL OTHER INCOME	6,577.22	2,474.62

OTHER EXPENSE:
INTEREST EXPENSE	9,027.30	10,609.74
LAND LEASE	6,000.00	6,000.00
DEPRECIATION	6,567.17	11,082.51

TOTAL OTHER EXPENSE	21,594.47	27,692.25

NET INCOME (LOSS)	$ 60,020.70	$ 78,321.33


See auditor’s compilation report.

Wild Animal Safari

Financial Statement for the Year Ending Dec. 31, 2004

(The rest of this title page purposely left blank.)

GAY & JOSEPH, C.P.A., P.C.

CERTIFIED PUBLIC ACCOUNTANTS

201 CHURCH STREET

LAGRANGE, GEORGIA 30240-2711

(706) 884-7331

Independent Auditor’s Report

TO THE BOARD OF DIRECTORS

Ron Snider & Associates, Inc.

d/b/a Wild Animal Safari

Pine Mountain, Georgia

We have audited the accompanying balance sheet of Ron Snider & Associates, Inc. d/b/a Wild Animal Safari (an S Corporation), as of December 31, 2004 and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above paragraph present fairly, in all material respects, the financial position of Ron Snider & Associates, Inc. d/b/a Wild Animal Safari as of December 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Gay & Joseph, C.P.A., P.C.

Certified Public Accountants

LaGrange, Georgia

February 18, 2005

(Except for Note 6, as to which the

date is June 10, 2005)

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

BALANCE SHEET DECEMBER 31, 2004

Assets
Current assets:
Cash and equivalents	$ 1,035,677
Inventories	43,109
Prepaid expenses	21,528
Total current assets	1,100,314

Property and equipment	1,345,837
Less accumulated depreciation	(945,748)
Net property and equipment	400,089

Total assets	$1,500,403


Liabilities and Stockholders' Equity

Current liabilities:
Note payable - related party	$523,639
Accounts payable	15,828
Accrued expenses	12,407
Total current liabilities	551,874

Stockholders' equity:
Common stock, 10,000,000 shares authorized; 101,884 shares
issued and outstanding, no par value	40,828
Retained earnings	907,701
Total stockholders' equity	948,529

Total liabilities and stockholders' equity	$1,500,403

See auditor's report and the accompanying notes.

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2004

Revenues:
Gross receipts	$ 1,870,825
Less sales taxes, discounts, and refunds	(116,695)
Net revenues	1,754,130

Cost of goods sold	117,272

Gross profit	1,636,858

Operating expenses:
Salaries and wages	286,098
Contract labor and temporary help	684
Advertising	102,899
Animal food	71,369
Auto, truck, fuel and oil	51,703
Bank charges	189
Credit card fees	17,269
Contributions	1,810
Depreciation	72,624
Equipment rental	1,725
Insurance	44,532
Janitor and pest control	12,886
Land lease	24,000
Licenses and permits	826
Medical expense	1,516
Office expense, dues and subscriptions	13,042
Penalties	1,349
Professional fees	20,658
Repairs and maintenance	44,409
Taxes - payroll	24,722
Taxes - other	13,785
Telephone	10,024
Utilities	25,944
Veterinarian and vet supplies	3,761
Total operating expenses	847,824

Income from operations	789,034

Other income (expense):
Interest income	4,683
Interest expense	(39,697)
Total other income (expense)	(35,014)

Net income	$ 754,020

See auditor's report and the accompanying notes.

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF RETAINED EARNINGS

YEAR ENDED DECEMBER 31, 2004

Retained earnings, beginning of year	$ 663,101

Net income	754,020

Stockholder distributions	(509,420)

Retained earnings, end of year	$ 907,701

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF RETAINED EARNINGS

Account Assignments Report

Retained earnings, beginning of year
551 - Retained Earnings	(663,100.85)	(663,101)

Net income
Net Income	(754,015.28)	(754,015)
Rounding Error Applied to Net Income	0.00	(5)

	(754,015.28)	(754,020)

Stockholder distributions
552 - Shareholder distributions	509,420.00	509,420
545 - Treasury stock	0.00	0

	509,420.00	509,420

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2004

Cash flows from operating activities:
Net income	$ 754,020
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation	72,624
(Increase) decrease in current assets:
Inventories	(26,642)
Prepaid expenses	(5,347)
Increase (decrease) in current liabilities:
Accounts payable	(26,282)
Accrued expenses	(359)
Net cash provided by operating activities	768,014

Cash flows from investing activities:
Purchases of property and equipment	(143,599)
Net cash used by investing activities	(143,599)

Cash flows from financing activities:
Repayment of note to stockholder	(89,900)
Stockholder distributions	(509,420)
Net cash used by financing activities	(599,320)

Net increase in cash and equivalents	25,095

Cash and equivalents, beginning of year	1,010,582

Cash and equivalents, end of year	$1,035,677

Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$ 40,114

See auditor's report and the accompanying notes

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2004

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Ron Snider & Associates, Inc. d/b/a Wild Animal Safari operates and maintains a wild animal park for the exhibition of wild animals to the general public.

Method of Accounting

The Company prepares its financial statements on the accrual method of accounting, recognizing income when earned and expenses when incurred.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2004.

Inventories

Inventory consisting of concession, novelty items, and animal feed are stated at the lower of cost or market using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight -line method over the estimated lives of the assets. Expenditures that materially extend the life of an asset are capitalized, whereas expenditures for repairs are expensed as incurred.

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2004

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Income Taxes

The stockholders of the Company have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. As such, no income taxes are reported in the accompanying financial statements. The Company’s income or losses are passed through to the stockholders and reported on their individual income tax returns.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs amounted to $102,899 for the year ended December 31, 2004.

Note 2. INVENTORY

Inventories consisted of the following at December 31, 2004:

	Animal feed	$ 15,289
	Concession and novelty items	27,820
	Total inventory	$ 43,109

Note 2.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2004:

	Estimated Useful
	Life

Buildings and leasehold improvements	10 to 39 years	$ 395,826
Animals	3 to 7 years	95,396
Machinery and equipment	5 to 7 years	716,196
Vehicles	5 years	138,419
		1,345,837

Less accumulated depreciation		(945,748)
Net property and equipment		$ 400,089

Depreciation expense charged to income amounted to $72,624 for the year ended December 31, 2004.

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2004

Note 3. RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable to one of the major stockholders with interest computed at 7%. The loan is payable and due on demand. The loan is secured by all wild animals, domesticated animals and all other assets owned by the Company. The balance due on the loan of $523,639 at December 31, 2004 is shown in the accompanying balance sheet under the caption “Note payable – related party”.

The Company leases land from the major stockholders. The total amount of the lease payment for 2004 amounted to $24,000.

Note 4. CONCENTRATIONS OF CREDIT RISK

The Company maintains its cash balances with one financial institution and one brokerage account. The cash balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 and the money market account through the brokerage account is insured by the Securities Investor Protection Corporation (SIPC) up to $100,000. At December 31, 2004 the Company’s uninsured cash balances totaled $824,842.

Note 5. SUBSEQUENT EVENTS

On November 8, 2004 the Company entered into an agreement to sell certain assets of the Company to Great American Family Parks, Inc. for a total selling price of $700,000. The sale is expected to close in March or April 2005.

Wild Animal Safari

Financial Statement for the Year Ending Dec. 31, 2003

(The rest of this title page purposely left blank.)

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

CONTENTS

Page

Independent Auditor’s Report

Financial Statements:

Balance Sheet

Statement of Income

Statement of Cash Flows

Notes to the Financial Statements

GAY & JOSEPH, C.P.A., P.C.

CERTIFIED PUBLIC ACCOUNTANTS

201 CHURCH STREET

LAGRANGE, GEORGIA 30240-2711

(706) 884-7331

INDEPENDENT AUDITOR’S REPORT

TO THE BOARD OF DIRECTORS

Ron Snider & Associates, Inc.

d/b/a Wild Animal Safari

Pine Mountain, Georgia

We have audited the accompanying balance sheet of Ron Snider & Associates, Inc. d/b/a Wild Animal Safari (an S Corporation), as of December 31, 2003 and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ron Snider & Associates, Inc. d/b/a Wild Animal Safari as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Gay & Joseph, C.P.A., P.C.

Certified Public Accountants

LaGrange, Georgia

January 12, 2005

(Except for Note 6, as to which the

date is June 10, 2005)

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

BALANCE SHEET DECEMBER 31, 2003

Assets

Current assets:
Cash and equivalents	$ 1,010,582
Inventories	16,467
Prepaid expenses	16,181

Total current assets	1,043,230

Property and equipment	1,202,803
Less accumulated depreciation	(873,690)
Net property and equipment	329,113

Total assets	$ 1,372,343

Liabilities and Stockholders' Equity
Current liabilities:
Note payable - related party	$ 613,539
Accounts payable	42,110
Accrued expenses	12,766
Total current liabilities	668,415

Stockholders' equity:
Common stock, 10,000,000 shares authorized; 101,884 shares
issued and outstanding, no par value	40,828
Retained earnings	663,100
Total stockholders' equity	703,928

Total liabilities and stockholders' equity	$1,372,343

See auditor's report and the accompanying notes.

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2003

Revenues:
Gross receipts	$ 1,682,560
Less sales taxes, discounts, and refunds	(106,222)
Net revenues	1,576,338

Cost of goods sold	115,369

Gross profit	1,460,969

Operating expenses:

Salaries and wages	263,618
Contract labor and temporary help	3,054
Advertising	111,315
Animal food	58,752
Auto, truck, fuel and oil	38,687
Bank charges	308
Credit card fees	14,540
Contributions	825
Depreciation	55,431
Equipment rental	1,896
Insurance	38,105
Janitor and pest control	9,895
Land lease	2,400
Licenses and permits	3,041
Medical expense	839
Office expense, dues and subscriptions	12,007
Penalties	142
Professional fees	12,772
Repairs and maintenance	35,293
Taxes - payroll	21,392
Taxes - other	11,125
Telephone	11,690
Travel, entertainment and meals	115
Utilities	22,536
Veterinarian and vet supplies	4,592
Total operating expenses	734,370

Income from operations	726,599
Other income (expense):
Interest income	4,046
Loss on disposal of assets	(3,939)
Interest expense	(45,812)
Total other income (expense)	(45,705)
Net income	$ 680,894

See auditor's report and the accompanying notes.

100

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

STATEMENT OF RETAINED EARNINGS

YEAR ENDED DECEMBER 31, 2003

	Retained earnings, beginning of year	$ 5,473

	Net income	680,894

	Stockholder distributions	( 23,267)

	Retained earnings, end of year	$ 663,100

101

RON SNIDER & ASSOCIATES, INC .

d/b/a WILD ANIMAL SAFARI

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2003

Cash flows from operating activities:
Net income	$ 680,894
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation	55,431
Loss on disposal of assets	3,939
(Increase) decrease in current assets:
Inventories	4,513
Advances to employees	20
Prepaid expenses	(3,367)
Increase (decrease) in current liabilities:
Accounts payable	21,292
Accrued expenses	824
Net cash provided by operating activities	763,546

Cash flows from investing activities:
Proceeds from sales of property and equipment	2,500
Purchases of property and equipment	(113,951)
Net cash used by investing activities	(111,451)

Cash flows from financing activities:
Repayment of note to stockholder	(83,840)
Net cash used by financing activities	(83,840)

Net increase in cash and equivalents	568,255
Cash and equivalents, beginning of year	442,327
Cash and equivalents, end of year	$1,010,582

Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$ 46,161

Schedule of Non-Cash Investing and Financing Activities:
Repayment of note receivable - related party through stock redemption	$ 23,267

See auditor's report and the accompanying notes.

102

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Ron Snider & Associates, Inc. d/b/a Wild Animal Safari operates and maintains a wild animal park for the exhibition of wild animals to the general public.

Method of Accounting

The Company prepares its financial statements on the accrual method of accounting, recognizing income when earned and expenses when incurred.

Estimates

Cash and Cash Equivalents

Inventories

Inventory consisting of concession and novelty items are stated at the lower of cost or market using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight-line method over the estimated lives of the assets. Expenditures that materially extend the life of an asset are capitalized, whereas expenditures for repairs are expensed as incurred.

103

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs amounted to $111,315 for the year ended December 31, 2003.

Note 2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2003:

	Estimated Useful Life

Buildings and leasehold improvements	10 to 39 years	$	349,780
Animals	3 to 7 years		47,404
Machinery and equipment	5 to 7 years		671,668
Vehicles	5 years		133,951
			1,202,803
Less accumulated depreciation			(873,690)
Net property and equipment		$	329,113

Depreciation expense charged to income amounted to $55,431 for the year ended December 31, 2003.

104

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

Note 3. RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable to one of the major stockholders with interest computed at 7%. The loan is payable and due on demand. The loan is secured by all wild and domesticated animals owned by the Company. The balance due on the loan of $613,539 at December 31, 2003 is shown in the accompanying balance sheet under the caption “Note payable – related party”.

The Company advanced funds to one of its stockholders during 2002. Interest is provided on the note at 7%. The note was due on February 19, 2003. On January 1, 2003 the Company redeemed 1,512 shares of common stock as repayment for the outstanding balance of $23,267 on the note.

The Company leases land from the major stockholders. The total amount of the lease payment for 2003 amounted to $2,400.

Note 4. CONCENTRATIONS OF CREDIT RISK

The Company maintains its cash balances with one financial institution and one brokerage account. The cash balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 and the money market account through the brokerage account is insured by the Securities Investor Protection Corporation (SIPC) up to $100,000. At December 31, 2003 the Company’s uninsured cash balances totaled $912,713.

Note 5. SUBSEQUENT EVENTS

During 2004, the related party lease on the land described in Note 3 was renegotiated to provide rental payments at $2,000 per month. Total lease expense under the new agreement for 2004 will be $24,000.

105

RON SNIDER & ASSOCIATES, INC.

d/b/a WILD ANIMAL SAFARI

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

Note 6. REISSUE OF FINANCIAL STATEMENTS

The original independent auditor’s report dated January 12, 2005 contained the following report modification:

We were not engaged to apply audit procedures to the prior year balances of property and equipment and accumulated depreciation. We were unable to form an opinion regarding the amounts at which property and equipment and accumulated depreciation are recorded in the accompanying balance sheet at December 31, 2003 (stated at $1,202,803 and $873,690, respectively), or the amount of depreciation expense for the year then ended (stated at $55,431).

In our opinion, except for the effect of such adjustments, if any, as might have been determined to be necessary had prior year records concerning property and equipment and related accumulated depreciation been subjected to audit procedures, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Ron Snider & Associates, Inc. d/b/a Wild Animal Safari as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Subsequent to the date of the original independent auditor’s report, the auditor was engaged to apply audit procedures to the prior year balances of property and equipment and accumulated depreciation. The audit procedures were completed on June 10, 2005, thereby allowing the independent auditor to remove the original report modification.

106

Great American Family Parks, Inc. and Subsidiary

Combined Pro-Forma Statements

107

Great American Family Parks, Inc. and Subsidiary

Combined Pro-Forma Balance Sheets

January 1, 2005

		Ron
	GAFP	Snider		Adjust-	Combined
	& Sub	Inc		ments


ASSETS
CURRENT ASSETS			(3)	(1,035,677)
Cash	$ 29,813	1,035,677	(1)	2,300,000
			(2)	(2,300,000)	$ 29,813

			(2)	26,000
Other current assets	98,926	64,637	(3)	(64,637)	124,926
Total Current Assets	128,739	1,100,314			154,739

PROPERTY and EQUIPMENT - net of depreciation
Land	180,000	-	(2)	4,050,000	4,230,000
Buildings and equipment and animals	867,570	400,089	(2)	273,911	1,541,570
	1,047,570	400,089			5,771,570

OTHER ASSETS	179,356	-	(2)	(50,000)	129,356

	$ 1,355,665	$ 1,500,403			$ 6,055,665

LIABILITIES and STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Notes payable - current portion	-	-	(2)	339,756	$ 339,756
Current liabilities	$ 247,285	551,874	(3)	(551,874)	247,285
Total current liabilities	247,285	551,874			587,041

LONG TERM LIABILITIES
Notes payable - net of current portion	773,609	-	(2)	2,350,000
			(2)	(339,756)	2,783,853

STOCKHOLDERS EQUITY	334,771	948,529	(1)	2,300,000	2,684,771
			(2)	(350,089)
			(3)	(548,440)

	$ 1,355,665	$ 1,500,403			$ 6,055,665

Explanation of adjustments

(1) Proceeds from planned private investment

(2) Purchase of assets from Ron Snider & Associates, Inc. and other entities

(3) Assets not purchased and liabilities not assumed

108

Great American Family Parks, Inc. and Subsidiaries

Pro-Forma Statements of Operations - by Division

For the Year Ended December 31, 2004 (stated in 1,000's)

	GAFP	CCC	Theme	Adjust-	Combined
			Park	ments

SALES	$ -	$ 4,610	$ 1,754		$ 6,364

COST OF SALES	-	4,021	117		4,138

Gross Profit	-	589	1,637		2,226

EXPENSES

Administrative	281	435	776	100	1,592
Depreciation	1	100	72	58	231
Interest	-	52	35	125	212
	282	587	883		2,035


NET PROFIT (LOSS) - before income tax	$ (282)	$ 2	$ 754		$ 191

109

Great American Family Parks, Inc. and Subsidiaries

Pro-Forma Statements of Operations - by Division - unaudited

For the Three Months Ended March 31, 2005 (stated in 1,000's)

	GAFP	CCC	Theme	Adjust-	Combined
			Park	ments

SALES	$ -	$ 1,195	$ 264		$ 1,459

COST OF SALES	-	1,013	19		1,032

Gross Profit	-	182	245		427

EXPENSES

Administrative	83	107	169	25	384
Depreciation	1	25	7	15	48
Interest	-	12	9	31	52
	84	144	185		484


NET PROFIT (LOSS) - before income tax	$ (84)	$ 38	$ 60		$ (57)

110

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The 2002 audit was performed for the previous control group of Royal Pacific Resources, Inc. (now Great American Family Parks, Inc.) by DeCoria, Maichel & Teague, PS of Spokane, Washington. Neither the principals of Great American Family Parks nor any subsidiaries had any relationship with DeCoria, Maichel & Teague, PS, and therefore, Great American Family Parks looked to retain an auditing firm with which we could create a relationship based on our business plan.

In June 2004 Great American Family Parks commenced a private placement of securities to raise $500,000, with an associated Private Placement Memorandum. One of the conditions of the Private Placement Memorandum was that Great American Family Parks was required to file an SB-2 with the Securities and Exchange Commission no later than forty-five (45) days from the final closing of the subscription proceeds of the Private Placement Memorandum.

It was, therefore, necessary for us to engage an auditing firm to complete an audit for us in 2003. Aronson & Co. was chosen by the our Board of Directors primarily because Aronson & Co. had performed an audit for a subsidiary of Great American Family Parks for 2001-2002 before the subsidiary was acquired by Great American Family Parks.

In September 2004 Aronson & Co. agreed to perform an audit for us for 2003. At that time, Aronson & Co. stated both that it was very busy, and that its work for us for 2003 could only be to the extent of the services to be provided. For these reasons, delay resulted, and we could not comply with the condition from the Private Placement Memorandum documents requiring us to file an SB-2 with the Securities and Exchange Commission no later than 45 days from the final closing of the proceeds of the Private Placement Memorandum.

On September 28, 2004, final proceeds for the subscription of the Private Placement Memorandum were disbursed to Great American Family Parks, thereby making November 12, 2004 the 45 ^th (final) day to comply with a deadline owed subscribers of the Private Placement Memorandum. .

On February 1, 2005, our Board of Directors convened and, as an emergency item on the agenda for the meeting, directed our President either to have the audit for Great American Family Parks for 2003 completed by Aronson & Co. forthwith; or, if necessary, in order to protect us, to recommend the services of another accounting firm able to complete the audit for us for 2003 in a timely fashion, absent those delays that might be caused by specific accounting issues. As a result of the Board of Directors’ decision, both Aronson & Co. and Great American Family Parks then agreed that it was necessary to find another auditor.

On February 7, 2005, after considering various accounting firms, we engaged Madsen & Associates to complete the 2003 audit. Aronson & Co. immediately made itself available to Madsen & Co. for consultation concerning the preparation by Madsen & Co. of the audit for the Company for 2003, and also sent all documents including all work papers to Madsen & Co.

During the two most recent years, Madsen & Associates has remained our sole auditor for purposes of securities-related auditing. Additionally, Gay and Joseph of LaGrange, Georgia has been the sole auditor for Pine Mountain Wild Animal Park, and remains such for Wild Animal Safari, Inc. Their work product as completed is forwarded to us and to Madsen & Associates for integration into our consolidated financial statement.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Our Articles of Incorporation, as amended, provide to the fullest extent permitted by Nevada law, our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our right and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in its Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

111

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense Amount

------------------------ -------------

SEC Registration fee $4,320.68

Accounting fees and expenses 20,000.00*

Legal fees and expenses 50,000.00*

Miscellaneous 679.32*

----------------

TOTAL $75,000.00*

===============

*Estimated

Item 26. Recent Sales of Unregistered Securities.

Except as set forth below, there were no sales of unregistered securities by Great American Family Parks, Inc. during the past three (3) years:

On June 24, 2005, the Company completed a private offering of common stock and warrants to accredited and institutional investors. The offering resulted in the sale of 11,128,000 shares of common stock and warrants to purchase 11,128,000 shares of our common stock for which the Company received a net sum of $3,338,400.

On June 13, 2005 the Company acquired the assets of Ron Snider & Associates, Inc. (aka Pine Mountain Wild Animal Park). As part of that transaction, the Company paid 50,000 in shares at closing for the Third Extension of the two Agreements. Additionally, the Company agreed to pay to Ron Snider personally 150,000 in shares as one half of a three year consulting contract, said shares to be paid at the beginning of each of the three years in three equal parts. Also, as part of the purchase agreement, the Company paid to Jason Hutcherson and Philip Michael Miller 10,000 common shares each of the Company’s stock.

On September 28, 2004, the Company completed a private offering of common stock and warrants to accredited and institutional investors. The offering resulted in the sale of 1,716,000 shares of common stock and warrants to purchase 1,716,000 shares of our common stock for which the Company received a net sum of $363,583.

On December 23, 2003 Great American Family Parks completed the acquisition of all member interests in Crossroads Convenience Center, LLC from Great Western Parks LLC by the issuance of 27,067,000 shares of its common capital stock.

On December 19, 2003 the Company issued 600,000 restricted common shares to two individuals for consulting services.

* All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Great American Family Parks or executive officers of Great American Family Parks, and transfer was restricted by Great American Family Parks in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

112

Item 27. Exhibits.

The following exhibits are included as part of this Form SB-2. References to "the Company" in this Exhibit List mean Great American Family Parks, Inc., a Nevada corporation.

3.1 Articles of Incorporation of Great American Family Parks, Inc. dated July 17, 2002.

3.2 Amended Articles of Incorporation of Great American Family Parks, Inc. dated January 26, 2004.

3.3 Bylaws of Great American Family Parks, Inc. dated January 30, 2004.

3.4 Great American Family Parks 2005 Stock Option Plan dated February 1, 2005.

4.1 Unit Purchase Agreement, 2004 private placement, dated June 10, 2004.

4.2 Common Stock Purchase Warrant, 2004 private placement.

4.3 Registration Rights Agreement, 2004 private placement.

4.4 Subscription Agreement and Investor Questionnaire, 2005 private placement.

4.5 Common Stock Purchase Warrant, 2005 private placement.

4.6 Registration Rights Agreement, 2005 private placement.

5.1 Consent of Sichenzia Ross Friedman Ference LLP.

10.1 Stock Purchase Agreement between Great Western Parks, LLC and Royal Pacific Resources, Inc. dated December 19, 2003.

10.2 Agreement for Purchase of Assets for Wild Animal Safari Park Acquisition dated November 8, 2004.

10.3 Real Estate Purchase Agreement for Wild Animal Safari Park Acquisition dated November 8, 2004.

10.4 First Amendment to Agreement for Purchase of Assets for Wild Animal Safari Park Acquisition dated February 18, 2005.

10.5 First Amendment to Real Estate Purchase Agreement for Wild Animal Safari Park Acquisition dated February 18, 2005.

10.6 Second Amendment to Agreement for Purchase of Assets for Wild Animal Safari Park Acquisition dated May 2, 2005.

10.7 Second Amendment to Real Estate Purchase Agreement for Wild Animal Safari Park Acquisition dated May 2, 2005.

10.8 Third Amendment to Agreement for Purchase of Assets for Wild Animal Safari Park Acquisition dated May 31, 2005.

10.9 Third Amendment to Real Estate Purchase Agreement for Wild Animal Safari Park Acquisition dated May 31, 2005.

10.10 Fourth Amendment to Agreement for Purchase of Assets for Wild Animal Safari Park Acquisition dated June 13, 2005.

10.11 Fourth Amendment to Real Estate Purchase Agreement for Wild Animal Safari Park Acquisition dated June 13, 2005.

10.12 Consulting Agreement between Great American Family Parks, Inc. and National Financial Communications Corp.

dated November 15, 2004.

10.13 Agreement between Great American Family Parks, Inc. and Mark Wachs & Associates dated July 25, 2005.

10.14 Consulting Agreement between Great American Family Parks, Inc. and Ron Snider.

10.15 Employment Agreement between Great American Family Parks, Inc. and Larry Eastland.

10.16 Employment Agreement between Great American Family Parks, Inc. and James Meikle.

113

10.17 Employment Agreement between Great American Family Parks, Inc. and Dale Van Voorhis.

10.18 Employment Agreement between Great American Family Parks, Inc. and Jack Klosterman.

10.19 Employment Agreement between Great American Family Parks, Inc. and Jason Hutcherson.

10.20 Employment Agreement between Great American Family Parks, Inc. and Philip Michael Miller.

21 List of Subsidiaries.

23.1 Consent of Independent Certified Public Accountant – Madsen & Associates CPA’s Inc.

23.2 Consent of Independent Certified Public Accountant - Gay & Joseph, CPA's, PC

23.3 Consent of Sichenzia Ross Friedman Ference LLP (see Exhibit 5.1).

UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For purposes of determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time it was declared effective.

(5) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

114

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Great American Family Parks, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Eagle, State of Idaho on the 4th day of August 2005.

GREAT AMERICAN FAMILY PARKS, INC.

Name: /s/ Larry L. Eastland

----------------

Larry L. Eastland

Title: President, Chief Executive Officer and

Chairman of the Board of Directors

(Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard A. Friedman his or her true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form SB-2 has been signed below by the following persons in the capacities and on the dates indicated:

SIGNATURE TITLE DATE

---------------------------- ------------------------------------- ------------------------

By: /s/ Larry L. Eastland President, Chief Executive August 4, 2005

----------------------- Officer and Chairman of the

Larry L. Eastland Board of Directors

(Principal Executive Officer)

By: /s/ Jane Klosterman Director August 4, 2005

-----------------------

Jane Klosterman

By: /s/ Dale W. Van Voorhis Director August 4, 2005

----------------------- (Principal Financial and

Dale W. Van Voorhis Accounting Officer)

115

EXHIBIT 3.1

ARTICLES OF INCORPORATION

GREAT AMERICAN FAMILY PARKS, INC.

(Amended effective as of 01-26-04)

The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the provisions of the laws of Nevada pursuant to NRS 79.

ARTICLE I

Name

The name of the corporation is Great American Family Parks, Inc.

Article II

Purpose

The purpose of this corporation shall be to transact any and all lawful business for which corporations may be incorporated under the laws of the State of Nevada, in general, to have and exercise all the powers conferred by the laws of Nevada upon corporations and to do any and all things hereinbefore set forth to the same extent as natural persons might or could do.

ARTICLE III

Duration

This corporation shall be of perpetual duration.

Article IV

Authorized Capital Stock

The authorized capital stock of the corporation shall consist of two (2) classes of stock, designated as Common Stock and Preferred Stock.

The total number of shares of Common Stock that the corporation will have authority to issue is three hundred million (300,000,000) shares. The shares shall have par value of $.001 per share. All of the Common Stock authorized herein shall have equal voting rights and powers without restrictions in preference.

The total number of shares of Preferred Stock that the corporation will have authority to issue is ten million (10,000,000) shares. The Preferred Stock shall have par value of $.001 per share. The Preferred Stock shall be entitled to preference over the Common Stock with respect to the distribution of assets of the corporation in the event of liquidation, dissolution, or winding-up of the corporation, whether voluntarily or involuntarily, or in the event of the any other distribution of assets of the corporation among its stockholders for the purposes of winding-up affairs. The authorized but unissued shares of Preferred Stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors. The Directors in their sole discretion shall have the power to determine the relative powers, preferences, and right of each series of Preferred Stock.

ARTICLE IV-A

Reverse Split of Issued and Outstanding Shares

this Article IV-A, with the effect that every share of Common Stock of the Corporation issued and outstanding immediately prior to the effectiveness of this Article IV-A shall be converted into one-sixth (1/6 ^th ) of Common Stock.

ARTICLE V

Preemptive Rights

Stockholders of this corporation will have no preemptive rights to acquire additional shares issued by the corporation, or any securities convertible into, or carrying or evidencing any rights or option to purchase, any such shares.

ARTICLE VI

Voting

The holder of any of the corporation’s capital stock shall possess voting power for the election of directors and for all other purposes, subject to such limitations as may be imposed by law and by any provision of the Articles of Incorporation in the exercise of their voting power. Cumulative voting for the election of directors is hereby expressly prohibited. The holders of Common Stock shall be entitled to one vote for each share held. All of the Common Stock authorized herein shall have equal voting rights and powers without restrictions in preference.

ARTICLE VII

Board of Directors

The initial Board of Directors of this corporation shall consist of three (3) directors. The number of directors constituting the Board of Directors of this corporation may be increased or decreased from time to time in the manner specified by the Bylaws of this corporation; provided, however, that the number shall not be less than one (1) or more than eleven (11). All vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum.

ARTICLE VIII

Director Liability

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for conduct as a director, except for liability of the director for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director; (ii) conduct which violates Chapter 78.300 of the Nevada Revised Statutes, pertaining to unpermitted distributions to stockholders; or (iii) any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. If the laws of the State of Nevada are amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted thereunder, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE IX

Indemnification

The corporation is authorized to indemnify, agree to indemnify or obligate itself to advance or reimburse expenses incurred by its Directors, Officers, employees or agents to the full extent of the law of the State of Nevada as may now or hereafter exist.

ARTICLE X

Bylaws

Subject to the power of stockholders to amend or repeal, the Board of Directors of this corporation shall have the powers to enact and amend such Bylaws defining the powers and duties of the officers of the corporation and providing for such other matters in relation to its affairs as they may deem necessary and convenient, provided the same are not out of harmony with the laws of the State of Nevada or these Articles of Incorporation.

ARTICLE XI

Action by Majority Consent of Stockholders

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

ARTICLE XII

Amendments

The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on the stockholders herein are granted subject to this reservation.

ARTICLE XIII

Directors

The initial Board of Directors of this corporation consists of three (3) directors. The name and address of such directors are as follows:

Name

Address

Robert E. Kistler

26505 N. Bruce Road

Chattaroy, WA 99003

Eugene J. Mimnaugh, Jr.

24782 S. Cottonwood Bay Lane

Worley, ID 83876

John Bruce Parsons

107-A E. Sumner

Spokane, WA 99202

ARTICLES XIV

Incorporator

The name and address of the incorporator is as follows:

Name

Address

Robert E. Kistler

26505 N. Bruce Road

Chattaroy, WA 99003

ARTICLE XV

Registered Agent

The name of the registered agent of this corporation is Nevada Agency & Trust Company.

ARTICLE XVI

Registered Office

The post office address of the registered office of this corporation is 50 West Liberty Street, Suite 880; Reno, Nevada 89501.

Dated this 17 ^th day of July, 2002.

/s/ Robert E. Kistler

Robert E. Kistler, Incorporator

Exhibit 3.2

ARTICLES OF INCORPORATION

GREAT AMERICAN FAMILY PARKS, INC.

(Amended effective as of 01-26-04)

The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the provisions of the laws of Nevada pursuant to NRS 79.

ARTICLE I

Name

The name of the corporation is Great American Family Parks, Inc.

Article II

Purpose

ARTICLE III

Duration

This corporation shall be of perpetual duration.

Article IV

Authorized Capital Stock

The authorized capital stock of the corporation shall consist of two (2) classes of stock, designated as Common Stock and Preferred Stock.

ARTICLE IV-A

Reverse Split of Issued and Outstanding Shares

Upon the effectiveness of this Article IV-A the total number of issued and outstanding shares of Common Stock of the corporation shall be reduced to one sixth (1/6 ^th ) of the number of said shares issued and outstanding immediately prior to the effectiveness of this Article IV-A, with the effect that every share of Common Stock of the Corporation issued and outstanding immediately prior to the effectiveness of this Article IV-A shall be converted into one-sixth (1/6 ^th ) of Common Stock.

ARTICLE V

Preemptive Rights

ARTICLE VI

Voting

ARTICLE VII

Board of Directors

ARTICLE VIII

Director Liability

ARTICLE IX

Indemnification

ARTICLE X

Bylaws

ARTICLE XI

Action by Majority Consent of Stockholders

ARTICLE XII

Amendments

ARTICLE XIII

Directors

The initial Board of Directors of this corporation consists of three (3) directors. The name and address of such directors are as follows:

Name

Address

Robert E. Kistler

26505 N. Bruce Road

Chattaroy, WA 99003

Eugene J. Mimnaugh, Jr.

24782 S. Cottonwood Bay Lane

Worley, ID 83876

John Bruce Parsons

107-A E. Sumner

Spokane, WA 99202

ARTICLES XIV

Incorporator

The name and address of the incorporator is as follows:

Name

Address

Robert E. Kistler

26505 N. Bruce Road

Chattaroy, WA 99003

ARTICLE XV

Registered Agent

The name of the registered agent of this corporation is Nevada Agency & Trust Company.

ARTICLE XVI

Registered Office

The post office address of the registered office of this corporation is 50 West Liberty Street, Suite 880; Reno, Nevada 89501.

Dated this 17 ^th day of July, 2002.

/s/ Robert E. Kistler

Robert E. Kistler, Incorporator

EXHIBIT 3.3

BYLAWS

GREAT AMERICAN FAMILY PARKS, Inc.

As Adopted by the Board of Directors

January 30, 2004

BYLAWS OF

GREAT AMERICAN FAMILY PARKS, INC.

CONTENTS

ARTICLE I Corporate Offices

ARTICLE II Stock

2. 1

Issuance of Shares

(a) Authorized Shares

(b) Board Authorization for Issuance

(d) When Fully Paid

(e) Re-acquisition

2.2

Fractional Shares or Scrip

(a) Issuance

(b) Scrip

(d) Conditions on Issuance

2.3

Issuance of Rights or Options to Purchase Shares

2.4

Preemptive Rights

2.5

Certificates of Stock

2.6

Lost or Destroyed Certificates

2.7

Stock Records

2.8

Record Owners

2.9

Stock Transfers

(a) Method of Transfer

(b) Surrender of Old Certificate to Secretary

2.10

Restrictions on Transfer

ARTICLE III Shareholders

3.1

Annual Meeting

3.2

Special Meetings

3.3

Adjourned Meetings

3.4

Meeting Place

3.5

Chairman of the Meeting

3.6

Notice of Shareholders’ Meetings

(a) Annual Meetings

(b) Special Meetings

(d) Adjourned Meetings

3.7

Waiver of Notice

(a) Written Waiver

(b) Waiver by Attendance

3.8

Quorum

(a) Action if Quorum Present

(b) Share Represented for Entire Meeting

3.9

Attendance by Communications Equipment

3.10

Voting

(a) General Rule

(b) Voting on Extraordinary Acts

(d) Amendments to Quorum Rules

3.11

Proxies

(a) Voting by Proxy

(b) Proxy Appointment

(d) Death or Incapacity of Shareholder

(e) Corporation’s Power to Accept Proxy’s Actions

3.12

Corporation’s Acceptance of Votes

(a) Acceptance of Vote

(b) Vote Not by Shareholder

3.13

Shareholders List for Meeting

(a) Shareholders List

(b) List Available for Inspection

(d) Right to Copy

3.14

Fixing the Record Date

(a) Date for Meetings

(b) Date for Adjourned Meetings

(d) Date for Action without Meeting

3.15

Action by Shareholders without a Meeting

(a) Action Agreed to by All Shareholders

(b) Record Date

(d) Effective Date of Action

(e) Action by Consent

3.16

Ratification

ARTICLE IV Board of Directors

4.1

Management Responsibility

4.2

Committees

(a) Creation

(b) Approval of Committees

(d) Powers of Committees

(e) Limitations on Committee Action

(f) Minutes

(g) No Relief from Responsibility

iii

4.3

Duties of Directors

(a) Due Care and Loyalty

(b) Right to Rely on Experts

4.4

Number and Qualification of Directors

4.5

Election of Directors

(a) Initial Directors; Annual Election

(b) Cumulative Voting

(c)Election

4.6

Term of Office

4.7

Vacancy on Board of Directors

4.8

Resignation

4.9

Removal

(a) Special Meeting

(b) Voting

4.10

Meetings

(a) Annual Meeting

(b) Regular Meetings

(d) Adjourned Meetings

4.11

Quorum and Voting of Directors

(a) Majority Constitutes a Quorum

(b) Action in Absence of a Quorum

4.12

Attendance by Communications Equipment

4.13

Action by Directors without a Meeting

4.14

Notice of Meeting

(a) Regular Meetings

(b) Special Meetings

4.15

Chairman of the Meeting

4.16

Compensation

4.17

Liability for Unlawful Distributions

(a) Director’s Liability

(b) Right to Contribution

ARTICLE V Directors’ and Officers’ Conflicting Interest Transactions

5.1

Validity

5.2

Circumstances

5.3

Quorum

ARTICLE VI Indemnification

6.1

Indemnification .

6.2

Insurance

ARTICLE VII Officers

7.1

Officers and Their Duties

(a) Chairman of the Board

(b)President

(d) Secretary

(e) Treasurer

(f) Additional Duties; Other Officers and Agents

(g) Authority to Enter Contracts and to Issue Checks and Drafts

7.2

Qualifications

7.3

Standards of Conduct for Officers

(a) Due Care and Loyalty

(b) Right to Rely on Experts

7.4

Bonds

7.5

Delegation

7.6

Election and Term of Office

7.7

Vacancies

7.8

Resignation

7.9

Removal

7.10

Compensation

ARTICLE VIII Dividends and Distributions

8.1

Distributions

8.2

Measure of Effect of Distribution

8.3

Share Dividends

(a) Issuance to All Shareholders

(b) Issuance to Class of Shareholders

8.4

Closure of the Stock Transfer Books

8.5

Reserves

ARTICLE IX Notices

9.1

Method of Notice

(a) General

(b) Methods of Communication

(d) Notice to the Corporation

(e) Effective Date of Notice to Other Parties

9.2

Oral Notice

9.3

Waiver of Notice

ARTICLE X Corporate Records

10.1

Maintenance of Corporate Records

10.2

Shareholder’s Right to Inspect and Copy Records

(a) Inspection of Corporate Records

(b) Inspection of Accounting and Shareholders’ Records

10.3

Scope of Inspection Right

(a) Shareholder’s Agent

(b)Copies

(d) Record of Shareholders

10.4

Annual Report

ARTICLE XI Financial Matters

11.1

Books and Records of Account

11.2

Balance Sheet and Income Statement

(a) Annual Balance Sheet and Income Statement

(b) Copies to Shareholders

11.3

Deposits

11.4

Loans

11.5

Fiscal Year

ARTICLE XII Amendment of Articles and Bylaws

12.1

Amendment of Articles

12.2

Amendment of Bylaws by the Shareholders

12.3

Amendment of Bylaws by the Board

ARTICLE XIII Corporate Seal

ARTICLE XIV Miscellany

14.1

Inspector of Elections

14.2

Duties of Inspector of Elections

14.3

Rules of Order

(a) Robert’s Rules Govern

(b) Chairman of Meeting

(d) Removal of Persons Not Shareholders

(e) Matters the Proper Subject of Action

14.4

Number and Gender

14.5

Severability

ARTICLE XV Authentication

BYLAWS OF

GREAT AMERICAN FAMILY PARKS, INC.

ARTICLE I

Corporate Offices

The corporation shall maintain a registered office in the State of Nevada. The Board may establish other offices in or outside the State of Nevada.

ARTICLE II

Stock

2.1 Issuance of Shares.

(a)

Authorized Share. The Corporation may issue the number of shares of each class or series authorized by the Articles. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled,

(b)

Board Authorization for Issuance. The Board must authorize any issuance of shares. The Board may issue shares in exchange for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation. The Board’s authorization must state the maximum number of shares of each class or series that may be issued and the price for each share.

(c)

Sales Subject to Restrictions. The corporation may issue shares which are subject to restrictions on their transfer, as provided in Section 2.10.

(d)

When Fully Paid. When the corporation has received the consideration in exchange for which the Board has authorized the issuance of shares, the shares issued will be fully paid and non assessable.

(e)

Re-Acquisition. The corporation may acquire its own shares. Shares so acquired shall constitute authorized but un-issued shares.

2.2

Fractional Shares or Scrip.

(a)

Issuance. The corporation may:

(1)

Issue fractions of a share or pay in money the value of fractions of a share;

(2)

Arrange for disposition of fractional shares by the shareholders;

(3)

Issue scrip entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b)

Scrip. Each certificate representing scrip must be conspicuously labeled “scrip,” and must state on its face:

(1)

The name of this corporation;

(2)

That this corporation is organized under the laws of the State of Nevada;

(3)

The name of the person to whom it is issued; and

(4)

The fractional portion and class of shares and the designation of the series, if any, the certificate represents.

(c)

Rights of Holders. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip so provides.

(d)

Conditions on Issuance, The Board may authorize the issuance of scrip subject to any condition considered desirable, including:

(1)

That the scrip will become void if not exchanged for full shares before a specified date; and

(2)

That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

2.3

Issuance of Rights or Options to Purchase Shares, The Corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The Board shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued upon exercise of any such right, option, or warrant.

2.4

Preemptive Rights. Shareholders of this corporation will have no preemptive rights to acquire additional shares issued by the corporation, or any securities convertible into, or carrying or evidencing any rights or option to purchase, any such shares.

2.5

Certificates of Stock. The Secretary shall issue stock certificates evidencing ownership of shares in the corporation. Stock certificates shall be issued in their proper numerical order. Each shareholder shall be entitled to a certificate which has been signed either manually or in facsimile by the President or a Vice President, which has been attested to by the Secretary or an Assistant Secretary, and which has been sealed with the corporate seal, if any. The Secretary may issue a certificate bearing the signature of an individual who no longer holds that office. Such a certificate shall have the same effect as it would if the person still held office on the date of issue. Every stock certificate shall state:

(a)

The name of the corporation;

(b)

That the corporation is incorporated in Nevada;

(c)

The name of the person to whom the shares represented by the certificate are issued;

(d)

The number, class, and designation of the series, if any, of the shares represented by the certificate;

(e)

If there is more than one class, a statement that the corporation will furnish to any shareholder, upon request and without charge, a full written statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized by the corporation, and the variations in rights, preferences, and limitations determined for each series; and

(f) Either a complete description or a reference to the existence and general nature of any restrictions on the ownership or transfer of the shares which the certificate represents.

2.6

Lost or Destroyed Certificates. The Secretary may issue a replacement certificate in place of a lost, mutilated, or destroyed certificate, upon proof that the certificate was lost, mutilated, or destroyed, if the holder of the certificate gives a satisfactory bond of indemnity to the corporation. The Secretary may issue a replacement certificate without requiring any bond when the Board determines it is proper to do so.

2.7

Stock Records. The Secretary shall keep the stock transfer books at the registered office or principal place of business of the corporation, or at the office of the corporation’s transfer agent or registrar. The Secretary, or the transfer agent or registrar, shall enter on the stock transfer books the name and address of each shareholder, together with the class, number of shares, and date on which the shares were issued or transferred to the shareholder. Each shareholder shall keep the shareholder’s current address on file with the Secretary.

2.8

Record Owners. The corporation shall treat a shareholder of record as the owner of the shares for all purposes. The corporation shall not be bound to recognize any claim to or interest in any share on the part of any other person, whether or not it has notice of such a claim or interest, until that person’s name has been entered on the transfer books as the shareholder of record.

2.9 Stock Transfers.

(a)

Method of Transfer. Subject to any restrictions placed on the transfer of shares at or prior to the time such shares are issued, shareholders may transfer their shares by delivering the certificates to the transferee, accompanied by:

(1)

An assignment in wilting on the back of the certificate, or an assignment separate from certificate, or a written power of attorney to sell, assign, and transfer the shares which is signed by the record holder of the certificate with signature guaranteed; and

(2)

Any additional documents, instruments, or other evidences necessary to satisfy the requirements of any transfer restrictions applicable to the shares by law or by contract.

(b)

Surrender of Old Certificate to Secretary. Upon receipt of a transferred certificate, a transferee shall surrender the certificate, along with evidence that the certificate was transferred to the transferee, to the Secretary, so that the Secretary may record the transfer on the stock transfer books and issue a new certificate to the transferee.

(c)

Recording Transfers. Except as otherwise specifically provided in these Bylaws, the Secretary shall not record any shares of stock as having been transferred on the books of the corporation until the outstanding certificates for those shares have been surrendered to the corporation. The Secretary shall cancel all certificates surrendered to the corporation •for transfer. The Secretary shall issue no new certificate until the former certificate representing those shares has been surrendered and cancelled, except as provided in Section 2.6.

2.10

Restrictions on Transfer The Board may restrict the transfer of the corporation’s shares as permitted by law. The existence of any such restriction shall be noted conspicuously on the front or back of the certificate. No such restriction will affect shares issued before the restriction was adopted, unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

ARTICLE III

Shareholders

3.1

Annual Meeting. The corporation shall hold a meeting of the shareholders annually on a date and at a time and place set by the Board. The order of business at the annual meeting of shareholders shall be as follows:

(a)

Calling the meeting to order;

(b)

Proof of notice of meeting, or filing of waivers of notice;

(c)

Reading of minutes of the last annual meeting;

(d)

Reports from officers;

(e)

Reports from committees;

(f)

Election of directors; and

(g)

Other business.

3.2

Special Meetings.

The corporation shall hold a special meeting of the shareholders:

(a)

On call of the Board, the Chairman, or the President; or

(b)

If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting, sign, date, and deliver to the Secretary one or more written demands for a special meeting which describe the purposes for the meeting.

Only issues identified in the notice of a special meeting may be conducted at that meeting. The Secretary shall issue notice of any special meeting as provided in Paragraph 3.6(b).

3.3

Adjourned Meeting~ The chairman of the meeting may adjourn a shareholders’ meeting at any time a quorum, as that term is defined in Section 3.8, is not present. With the consent of the holders of a majority of the shares represented in person or by proxy, and entitled to vote at a shareholders’ meeting, the chairman of the meeting may adjourn the meeting for any reason to a time and place determined by the chairman of the meeting. The chairman of the meeting may adjourn a meeting at which directors are to be elected only from day to day until the directors are elected. The shareholders may conduct any business at an adjourned meeting which they might have conducted at the original meeting.

3.4

Meeting Place. Shareholders’ meetings may be held either at the corporation’s registered Nevada office or at any other place designated by the Board and identified in, the notice of the meeting.

3.5

Chairman of the Meeting. The Chairman shall serve as chairman of all shareholders’ meetings. In the absence of the Chairman, the President or any other person appointed by the Board shall serve as chairman of a shareholders’ meeting.

3.6

Notice of Shareholders’ Meetings.

(a)

Annual Meetings. The corporation shall notify the shareholders of each annual shareholders’ meeting. The corporation shall deliver notice, as provided in Section 9.1, at least ten (10), but not more than sixty (60), days before the meeting date. Notice of an annual meeting need not include a description of the purposes of the meeting, except as provided under Paragraph (c)

below. The corporation must deliver notice to all shareholders entitled to vote at the annual meeting, and must notify certain other shareholders of an annual meeting as provided in Paragraph (c) below.

(b)

Special Meetings. The corporation shall notify the shareholders entitled to vote on the actions to be considered at any special meeting called pursuant to Section 3.2. The corporation need not notify all shareholders unless required to do so as provided in Paragraph (c) below, The notice must include a description of the purposes for which the meeting was called, and be accompanied by other materials described in Paragraph (c) below. The corporation must deliver the notice at least ten (10), but not more than sixty (60), days before the meeting date. If the corporation fails to issue the notice within ten (10) days after shareholders holding ten percent (10%) or more of the outstanding shares entitled to vote on a particular issue have delivered to the Secretary written demand for a special meeting to consider that issue in accordance with Paragraph 3.2(b), the shareholders requesting the meeting may issue the notice on behalf and at the expense of the corporation.

(c)

Meetings Concerning Extraordinary Acts. If a purpose of a shareholders’ meeting is to consider action on an amendment to the Articles, a planned merger or share exchange, a proposed sale, lease, or other disposition of all or substantially all of the property of the corporation other than in the regular course of business, or the dissolution of the corporation, the corporation shall notify all shareholders, whether or not entitled to vote, at least twenty (20), but not more than sixty (60), days before the date of the meeting. The notice must describe the proposed action with reasonable clarity and must contain or be accompanied by a copy of the proposed Amendment, the plan of merger or exchange, or the agreement of sale or lease, as applicable.

(d)

Adjourned Meetings. In general, the corporation need not provide notice to the shareholders of an adjourned meeting if the time, date, and place for reconvening the meeting is announced before the meeting is adjourned. However, if the chairman of a meeting adjourns a meeting for more than one hundred twenty (120) days from the date of the original meeting, the Secretary shall fix a new record date for the adjourned meeting and shall issue a new notice of the adjourned meeting to each shareholder of record entitled to notice of or to vote at the adjourned meeting.

3.7

Waiver of Notice.

(a)

Written Waiver. A shareholder may waive any notice before or after the date and time of the meeting that is the subject of the notice. Except as provided by Paragraphs (b) and (c), the waiver must be in writing, signed by the shareholder entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b)

Waiver by Attendance. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

(c)

Waiver of Objection to Particular Matter A shareholder waives objection to

consideration of a particular matter at a meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

3.8

Quorum.

(a) Action ~if Quorum Present. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares is present. In general, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for that matter.

(b)

Share Represented .for Entire Meeting. Once a share is represented for any

purpose at a meeting other than solely to object to holding the meeting or to transacting business at the meeting, the share is deemed present for purposes of establishing a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is set for the adjourned meeting in accordance with Paragraph 3.14(b).

3.9

Attendance by Communications Equipment. Shareholders may participate in a shareholders’ meeting by any means of communication which enables all persons participating in the meeting to hear each other simultaneously during the meeting. A shareholder who participates by means of communications equipment is deemed to be present in person at the meeting.

3.10

Voting.

(a)

General Rule. In general, if a quorum is present, a matter may be approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

(b)

Voting on Extraordinary Acts. Unless provided to the contrary in the Articles of Incorporation or by applicable law, the holders of a majority of all shares entitled to vote on an amendment to the Articles, a plan of merger or share exchange, a sale of assets other than in the regular course of business, or a proposal to dissolve the corporation must vote in favor of the proposed action for the corporation to take the action.

(c)

Election of Directors. Directors shall be elected in accordance with the provisions of Section 4.5.

(d)

Amendments to Quorum Rules. An amendment to the Articles adding, changing, or deleting either:

(1)

A quorum for a voting group greater or lesser than specified in Paragraph 3.8(a); or

(2) A voting requirement for a voting group greater than specified in

Paragraph (a) above must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.

3. 11 Proxies.

(a)

Voting by Proxy. A shareholder may vote the shareholder’s shares in person or by proxy.

(b)

Proxy Appointment. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s agent.

(c)

Term of Appointment. An appointment of a proxy is effective when received by the Secretary. An appointment is valid for eleven (11) months unless it is revoked earlier or the appointment form expressly provides for a longer period.

(d)

Death or incapacity of Shareholder The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority, unless the Secretary is given notice of the death or incapacity before the proxy exercises the proxy’s authority under the appointment.

(e)

Corporation’s Power to Accept Proxy’s Actions. The corporation is entitled to accept a proxy’s vote or other action as that of the shareholder, subject to the provisions of Section 3.12 and to any express limitation on the proxy’s authority appearing on the face of the appointment form.

3.12

Corporation’s Acceptance of Votes.

(a)

Acceptance of Vote. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation may accept the vote, consent, waiver, or proxy appointment as the shareholder’s act.

(b)

Vote Not by Shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation may accept the vote, consent, waiver, or proxy appointment as the shareholder’s act if:

(1)

The shareholder is an entity and the name signed purports to be that of an officer, partner, or agent of the entity;

(2)

The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3)

The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and evidence of this status acceptable to the corporation has been

presented with respect to the vote, consent, waiver, or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) Two or more persons are the shareholder as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.

(c)

Rejection of Vote. The corporation may i-eject a vote, consent, waiver, or proxy appointment if the Secretary has reasonable basis for doubt about the validity of the signature or about the signatory’s authority to sign for the shareholder.

3.13 Shareholders’ List for Meeting.

(a)

Shareholders’ List. After the corporation fixes a record date for a meeting, the Secretary shall prepare an alphabetical list of the names of all shareholders as of the record date who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group (and within each voting group by class or series of shares), show the most recent address on file of each shareholder, and identify the number of shares held by each shareholder.

(b)

List Available for Inspection. The Secretary shall make the shareholders’ list available for inspection by any shareholder, beginning ten (10) days prior to the meeting and continuing through the meeting. The list will be available at the corporation’s principal office or at a place (identified in the meeting notice) in the city where the meeting will be held. A shareholder, or the shareholder’s agent, may inspect the list during regular business hours and at the shareholder’s expense during the period it is available for inspection.

(c)

List at Meeting. The Secretary shall make the shareholders’ list available at the meeting. Any shareholder or shareholder’s agent may inspect the list at any time during the meeting or any adjourned meeting.

(d) Right to Copy. A shareholder may copy the list as provided in Sections 10.2 and 10.3.

3.14

Fixing the Record Date.

(a)

Date for Meetings. The Board shall fix a record date in order to determine which shareholders are entitled to notice of a shareholders’ meeting or to vote at the meeting. If the Board fails to fix a record date for a meeting, then the day before the first notice of the meeting is delivered to the shareholders shall be the record date, If the Secretary does not issue notice of a meeting because all shareholders entitled to notice have waived notice, then the record date shall be the date on which the Secretary received the last waiver of notice.

(b)

Date for Adjourned Meetings. Once the Secretary has determined which shareholders are entitled to notice of or to vote at a shareholders’ meeting, the determination is effective for any adjournment of the meeting unless the Board fixes a new record date. The Board must fix a new record date if the meeting is adjourned for more than one hundred twenty (120) days after the date fixed for the original meeting.

(c)

Date for Dividends and Distributions. If the Board fails to fix a record date for determining which shareholders are entitled to receive a share dividend or a distribution which does not involve a purchase, redemption, or other acquisition of the corporation’s shares, the record date shall be the date the Board authorizes that dividend or distribution,

(d)

Date for Action without Meeting. The record date for determining which

shareholders may vote to take action without a meeting is the date the first shareholder signs the consent describing the action to be taken,

3.15 Action by Shareholders without a Meeting.

(a)

Action Agreed to by All Shareholders. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting or vote if either:

(1)

the action (a “Unanimous Consent”) is taken by all the shareholders entitled to vote on the action; or

(2)

the action is taken by the shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote on the action were present and voted (a “Majority Consent”).

To the extent that prior notice is required by law, any advance notice required by statute to be given to non-consenting shareholders shall be made at least one business day prior to the effectiveness of the action, or such longer period as required by law, The form of this notice shall be sufficient to appraise the non-consenting shareholder of the nature of the action to be effected, in a manner approved by the directors of this corporation or by the committee or officers to whom the board has delegated that responsibility. The consents must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b)

Record Date. The record date for determining shareholders entitled to take action without a meeting shall be as specified in Section 3.14.

(c)

Withdrawal of Consent. A shareholder may withdraw consent only by delivering a written notice of withdrawal to the Secretary prior to the time that all consents are in possession of the corporation.

(d) Effective Date of Action. Action taken by the shareholders without a meeting shall be effective when all consents are in possession of the corporation, unless the consents specify a later effective date.

(e)

Action by Consent. An action taken by consent has the effect of a meeting vote and may be described as such in any document,

3.16

Ratification, Any action taken by the corporation, the directors, or the officers which is subsequently authorized, approved, or ratified by vote of the number of shares that would have been sufficient to approve the action in the first instance, shall be valid and binding us though ratified by every shareholder of the corporation.

ARTICLE IV

Board of Directors

4.1

Management Responsibility. The corporation shall have a Board of Directors, which shall be responsible for the exercise of all corporate powers. The Board shall manage the business, affairs, and property of the corporation.

4.2 Committees,

(a)

Creation. The Board may create one or more Committees of directors. Each Committee must have two or more members.

(b)

Approval of Committees. The number of directors required to take action under Section 4.11 must approve the creation of a Committee.

(c)

Rules Governing Committees. The rules governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, under Sections 4.10 through 4.15, apply to Committees.

(d)

Powers of Committees. Subject to the limitations stated in Paragraph (e) below, the Board shall specify the extent to which each Committee may exercise the authority of the Board,

(e) Limitations on Committee Action. A Committee may not:

(1)

Authorize or approve a distribution except according to a general formula or method prescribed by the Board;

(2)

Approve or propose to shareholders action which must be approved by the shareholders;

(3)

Fill vacancies on the Board or on any Committee;

(4)

Amend the Articles;

(5)

Adopt, amend, or repeal these Bylaws;

(6)

Approve a plan of merger not requiring shareholder approval; or

(7)

Authorize or approve the issuance or sale of shares or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares.

(f)

Minutes, All Committees shall keep regular minutes of their meetings, which shall be included in the corporate minute books at the registered office of the corporation.

(g)

No Relief from Responsibility. Neither the Board nor any director may be relieved of any responsibility imposed by law, the Articles, or these Bylaws by designating a Committee and delegating the Board’s or the director’s responsibilities to the Committee.

4.3 Duties of Directors.

(a)

Due Care and Loyalty. Each person, who is a director, shall perform the duties of a director, including any duties the director may have as a member of any Committee:

(1)

In good faith;

(2)

In a manner the director reasonably believes to be in the best interests of the corporation; and

(3)

With the care an ordinarily prudent person in a like position would use under similar circumstances.

(b)

Right to Rely on Experts. In performing corporate duties, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data prepared or presented by:

(1)

One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2)

Legal counsel, public accountants, or other persons concerning matters which the director reasonably believes to be within their professional or expert competence; or

(3)

A Committee, the deliberations of which the director reasonably believes merits confidence, concerning matters within the Committee’s designated authority.

(c)

Failure to Act in Good Faith. A director fails to act in good faith if the director relies on information provided by the above persons even though the director has knowledge concerning a particular matter that would make reliance on the information unwarranted.

4.4

Number and Qualification of Directors. The Board shall consist of no fewer than one (1) and no more than eleven (11) directors. The corporation shall have three (3) directors until that number is changed in accordance with these Bylaws. If the shareholders elect a greater or lesser number of directors than is specified in this section, then election of that number shall automatically amend these Bylaws to increase the number of directors to the number elected. No director need be a shareholder of the corporation. The Board or the Shareholders may fix the number of directors and may, at any time, increase the size of the Board to the maximum allowed by these Bylaws.

4.5

Election of Directors.

(a)

Initial Directors; Annual Elections. The terms of the initial directors will expire at the first annual meeting of shareholders. The shareholders shall elect successor directors at the first annual meeting of shareholders, and at each annual meeting thereafter.

(b)

Cumulative Voting. Cumulative voting for the election of directors is prohibited.

(c)

Election. In any election of directors, the candidates elected are those who receive a majority of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected,.

4.6 Term of Office. Each director shall hold office for a one-year term until the next succeeding annual meeting, and thereafter until the director’s successor is elected and qualified. If a director dies, resigns, or is removed, the director’s replacement shall serve throughout the remaining portion of the director’s term, and thereafter until the director’s successor is elected and qualified.

4.7

Vacancy on Board of Directors, In case of a vacancy in the Board of Directors because of a director’s resignation, removal or other departure from the board, or because of an increase in the number of directors, the remaining directors, by majority vote, may elect a successor to hold office for the unexpired term of the director whose position is vacant, and until the election and qualification of a successor.

4.8

Resignation. A director may resign at any time by delivering written notice to the Chairman, the President, the Secretary, or each member of the Board, A resignation shall take effect when notice is delivered, unless the notice specifies a later effective date. The corporation need not accept a resignation for the resignation to be effective. A resignation shall not affect the rights of the corporation under any contract with the resigning director.

4.9 Removal.

(a)

Special Meeting. The shareholders may remove one or more directors, with or without cause, only at a special meeting of shareholders called expressly for that purpose. The notice of the meeting must state that the purpose of the meeting is to remove one or more directors.

(b)

Voting. The shareholders may remove a director by affirmative vote of the holders of a majority of the shares entitled to vote on the election of that director, A director may not be removed if votes sufficient to elect the director are voted against the director’s removal.

4.10 Meetings.

(a)

Annual Meeting. The first meeting of each newly elected Board shall be known as the annual Board meeting. The Board shall hold the annual Board meeting, without notice, immediately after the annual shareholders’ meeting or after any special shareholders’ meeting at which new directors are elected. The Board shall hold the annual Board meeting at the same place as the annual shareholders’ meeting unless the Board specifies another place by resolution.

(b)

Regular Meetings. The Board may hold regular meetings at a place and on a day and hour fixed by resolution of the Board.

(c)

Special Meetings. The Chairman, or President if there is no Chairman, or any two directors may call a special meeting of the Board. The Board shall hold the special meeting at the place and on the day and hour specified by the persons calling the meeting.

(d) Adjourned Meetings. A majority of the directors present may vote to adjourn any meeting to another time and place even if the number of directors present or voting does not constitute a quorum. If the meeting is adjourned for more than forty-eight (48) hours, the Secretary shall give notice of the time and place of the adjourned meeting to the directors who were not present at the time the meeting was adjourned.

4.11

Quorum and Voting of Directors.

(a)

Majority Constitutes a Quorum. A majority of the directors shall constitute a quorum for the transaction of business at a meeting, except as provided in Section 4.7 and in Paragraph (b) below. The appropriate percentage of the directors present at a meeting at which a quorum is present may take any actions which the directors are authorized to take on behalf of the corporation.

(b)

Action in Absence of a Quorum. The Board may continue to transact business at

a meeting at which a quorum was initially present. In order to take any action at a meeting at which a quorum is no longer present, the action must be approved by a sufficient percentage of the number of directors required to establish a quorum.

(c) Dissent by Directors. A director may abstain or dissent from any action taken. However, a director may not dissent or abstain if the director voted in favor of the action taken. A director who is present at a meeting when action is taken is deemed to have assented to the action taken unless:

(1)

The director objects at the beginning of the meeting to holding the meeting or to transacting business at the meeting;

(2)

The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3)

The director delivers written notice of the director’s dissent or abstention to the chairman of the meeting before the Board adjourns the meeting or to the corporation within a reasonable time after the Board adjourns the meeting.

4.12 Attendance by Communications Equipment. The directors may participate in a meeting by means of any communications equipment which enables all persons participating in the meeting to hear each other simultaneously during the meeting. A director who participates by means of communications equipment is deemed to be present in person at the meeting.

4.13

Action by Directors without a Meeting. The Board may take any lawful action without a meeting if each director delivers a signed consent to the corporation, before or after the action to be taken, which describes the action taken or to be taken. An action approved by consent shall have the same effect as an action approved by unanimous vote at a meeting duly held upon proper notice, and may be described as such in any document. All consents shall be inserted into the minute books as if they were the minutes of a Board meeting.

4.14 Notice of Meeting.

(a)

Regular Meetings. The Secretary may, but need not, issue notice pursuant to Article IX of any regular Board meeting if the time and place of the regular meeting has been fixed by resolution of the Board and a copy of the resolution has been mailed or delivered to each director at least two (2) days preceding the day of the first meeting held under that schedule.

(b)

Special Meetings. The Secretary, or the person calling a special Board meeting, shall issue notice pursuant to Article IX of the date, time, and place of the meeting at least two (2) days preceding the day on which the meeting is to be held, Any Board meeting shall be properly called if each director either has received valid notice of the meeting, is present without objecting, or waives notice of the meeting pursuant to Paragraph (c) below. The notice of any regular or special meeting of the Board need not specify the purpose of the meeting or the actions proposed for the meeting unless these Bylaws so require.

(c)

Waiver of Notice. A director may waive notice before or after the date and time stated in the notice. A waiver shall be equivalent to receipt of notice. A director may waive notice by submitting a written waiver, signed by the director entitled to the notice, to the corporation for inclusion in the minutes or filing with the corporate records, A director may also, by attending or participating in a meeting, waive any required notice of the meeting unless the director, at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

4.15

Chairman of the Meeting. The Chairman shall serve as the chairman of the meeting of all Board meetings. In the absence of the Chairman, the President or any other person appointed by the Board shall serve as the chairman of the meeting of a Board meeting.

4.16

Compensation. The Board shall fix the amount or salary to be paid to each director for service as a director or for attendance at each meeting of the Board. Salary or payment for service as a director shall not preclude a director from serving the corporation in any other capacity or from receiving compensation for service in that other capacity.

4.17 Liability for Unlawful Distributions.

(a)

Director’s Liability. A director who votes for or assents to an unlawful distribution made in violation of Section 8.1 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 8.1, if the director fails to perform the director’s duties in compliance with Section 4.3.

(b)

Right to Contribution. A director held liable for an unlawful distribution is entitled to contribution:

(1)

From every other director who could be held liable for the unlawful distribution; and

(2)

From each shareholder for the amount the shareholder accepted knowing the distribution was unlawful.

ARTICLE V

Directors’ and Officers’ Conflicting Interest Transactions

5.1 Validity A contract or other transaction is not void or voidable solely because:

(a)

The contract or transaction is between the corporation and:

(1)

One or more of its directors or officers; or

(2)

Another corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested;

(b)

A common or interested director or officer:

(1) Is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction; or

(2) Joins in the execution of a written consent which authorizes or approves the contract or transaction pursuant to Section 4.13; or

(c)

The vote or votes of a common or interested director are counted for the purpose of authorizing or approving the contract or transaction, if one of the circumstances specified in Section 5.2 exists,

5.2

Circumstances. The circumstances in which a contract or other transaction is not void or voidable pursuant to Section 5.1 are:

(a) The fact of the common directorship, office or financial interest is known to the board of directors or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.

(b)

The fact of the common directorship, office or financial interest is known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power. The votes of the common or interested directors or officers must be counted in any such vote of stockholders.

(c)

The fact of the common directorship, office or financial interest is not known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.

(d)

The contract or transaction is fair as to the corporation at the time it is authorized or approved.

5.3

Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.

ARTICLE VI

Indemnification

6.1

Indemnification.

The corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Business Corporation Act.

6.2

Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnity the individual against the same liability under Section 6.1.

ARTICLE VII

Officers

7.1

Officers and Their Duties. The following officers shall be elected annually and shall have the duties enumerated below:

(a)

Chairman of the Board. The Chairman shall be a director and shall perform the duties assigned to the Chairman by the Board. The Chairman shall preside at all meetings of the shareholders and at all meetings of the Board. The Chairman may sign deeds, mortgages, bonds, contracts, or other instruments, unless these powers have been expressly delegated by the Board to some other officer or agent of the corporation or are otherwise required by law to be signed or executed by some other officer or in some other manner. If the President dies or becomes unable to act, the Chairman shall perform the duties of the President, except as may be limited by resolution of the Board.

(b) President.

(1)

The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board. The President shall supervise and control the assets, business, and affairs of the corporation. If no Chairman has been elected, the President shall be a director. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments, unless these powers have been expressly delegated by the Board to some other officer or agent of the corporation. The President shall vote shares in other corporations which are owned by the corporation, unless the Board prescribes otherwise. The President shall perform all duties incident to the office of president and any other duties which the Board may prescribe.

(2)

The President may appoint one or more Assistant Secretaries and Assistant Treasurers, as the President deems necessary.

(c)

Vice Presidents. The Board may designate one or more Vice Presidents or other officers and assistant officers as the Board determines is necessary or advisable, or the Board may delegate that power to the President, The Vice Presidents shall have the powers and perform the duties accorded to them by the Board, the Articles, the Bylaws, or delegated to them by the Chairman or the President. If no Chairman has been elected, in the absence or disability of the President, the Vice President, designated by the Board, shall perform the duties of the President. When so acting, the designated Vice President shall have all the powers of, and be subject to the same restrictions as is the President. However, a Vice President may not preside as the chairman of a Board meeting unless that Vice President is also a director.

(d) Secretary.

(1) The Secretary shall:

(A)

Prepare the minutes of meetings of the directors and of the shareholders, keep the minutes in one or more books provided for that purpose, and be responsible for authenticating the records of the corporation;

(B)

Ensure that all notices are given in accordance with the provisions of Sections 3.6, 4.14 and Article DC of these Bylaws and as required by law;

(C)

Serve as custodian of the corporate records and the corporate seal, and ensure that the seal is affixed to all documents requiring the corporation’s seal, provided that the document has been duly authorized for execution;

(D)

Keep a register of the address of each shareholder, director, and officer;

(E)

Sign certificates representing the authorized shares of the corporation;

(F)

Maintain the stock transfer books of the corporation pursuant to the provisions of Section 2.7;

(G)

Appoint a registrar or transfer agent to oversee the stock transfer books;

(H)

When required by law or resolution of the Board, sign the corporation’s deeds, mortgages, bonds, contracts, or other instruments; and

(I)

Perform all other duties incident to the office of Secretary or assigned by the President or the Board.

(2)

In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

(e) Treasurer.

(1)

The Treasurer shall:

(A)

Take custody of and account for all funds and securities held by the corporation;

(B)

Receive and give receipts for sums due to the corporation, and deposit those sums in the name of the corporation in banks, trust companies, or other depositories which the Board may select in accordance with the provisions of these Bylaws; and

(C)

Perform all other duties incident to the office of treasurer or assigned to the Treasurer by the President or the Board.

(2)

In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

(f)

Additional Duties; Other Officers and Agents. The Board may assign any officer any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint assistant officers or agents and to prescribe the terms of office, authorities, and duties of such assistant officers or agents.

(g)

Authority to Enter Contracts and to Issue Checks and Drafts. The Board may authorize any officer or agent of the corporation to enter into contracts or to execute and deliver instruments in the name of and on behalf of the corporation. The Board may grant either general or limited authority to its officers and agents to make contracts or execute instruments. The Board shall authorize certain officers or agents of the corporation to sign the corporation’s checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation.

7.2

Qualifications. None of the officers is required to be a director, except as specified in Section 7.1. The same person may hold two or more corporate offices, except that one person may not hold the offices of President and Secretary at the same time.

7.3 Standards of Conduct for Officers.

(a)

Due Care and Loyalty. An officer with discretionary authority shall discharge the officer’s duties under that authority:

(1)

In good faith;

(2)

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3)

In a manner the officer reasonably believes to be in the best interests of the corporation.

(b)

Right to Rely on Experts. In performing the officer’s duties, the officer may rely on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by:

(1)

One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

(2)

Legal counsel, public accountants, or other persons concerning matters the officer reasonably believes to be within their professional or expert competence.

(c)

Failure to Act in Good Faith. An officer fails to act in good faith if the officer relies on information provided by the above persons, even though the officer has knowledge that makes reliance on the information unwarranted.

7.4

Bonds. The Board may require any officer to post a bond to ensure that the officer faithfully performs the duties of the office, and that in case of the death, resignation, retirement or removal of the officer, the officer returns all books, papers, vouchers, money and other property in the officer’s possession or under the officer’s control which belongs to the corporation. The bond shall be in the amount and with any sureties required by the Board.

7.5

Delegation. The Board may delegate the powers and duties of an officer who is absent or unable to act to any officer, director, or other person.

7.6

Election and Term of Office. The Board shall elect the officers at the annual Board meeting. If the Board fails to elect the officers at that meeting, it shall convene a meeting to elect the officers as soon thereafter as possible. Each officer shall hold office for a one-year term until the next succeeding annual Board meeting, or until the officer’s successor is elected and qualified, unless the officer dies, resigns, or is removed.

7.7

Vacancies. The Board may fill a vacancy in any office created because of the death, resignation, removal, or disqualification of an officer, because of the creation of a new office, or for any other cause.

7.8

Resignation. An officer may resign at any time by delivering written notice to the Chairman, the President, any Vice President, the Secretary, or to each member of the Board. An officer’s resignation shall take effect at the time specified in the notice or, if the time is not

specified, when the notice is delivered. The corporation need not accept a resignation for the resignation to be effective. A resignation shall not affect the rights of the corporation under any contract with the resigning officer.

7.9

Removal. The Board may remove an officer or agent of the corporation, with or without cause, if the Board finds that the best interests of the corporation would be served by removing that officer or agent. The corporation’s action to remove the officer or agent shall not affect the officer’s contract rights against the corporation. Any officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers.

7.10

Compensation. The Board shall set the compensation for the officers and the other agents and employees of the corporation. The Board may delegate the authority to set the compensation of the officers, agents, and employees to the President. No officer may be prevented from receiving compensation as an officer solely because the officer is also a director of the corporation.

ARTICLE VIII

Dividends and Distributions

8.1

Distributions. The Board may authorize and the corporation may make distributions of cash or other property in the form of a dividend or the purchase, redemption, or other acquisition of the corporation’s shares, unless after making the distribution:

(a)

The corporation would be unable to pay its debts as they become due in the usual course of business; or

(b)

The corporation’s total assets would be less than the sum of its total liabilities plus the amount needed, if the corporation were dissolved at the time of distribution, to satisfy the preferential rights of shareholders whose preferential rights are superior to the shareholders who receive the distribution.

8.2

Measure of Effect of Distribution. For purposes of determining whether a distribution may be authorized by the Board of Directors and paid by the corporation under Section 8.1, the effect of distribution shall be measured as follows:

(a)

In the case of a distribution of indebtedness which requires the corporation to make principal and interest payments only if those payments would qualify as an allowable distribution under Section 8.1, each payment of principal and interest must qualify as a separate distribution, the effect of which shall be measured on the date the payment is actually made.

(b)

In the case of a distribution made through the purchase, redemption, or other acquisition of the corporation’s shares, the effect of the distribution shall be measured as of the earlier of:

(1)

The date on which any money or other property is transferred to the shareholders;

(2)

The date on which any debt is incurred by the corporation; or

(3)

The date on which the shareholder ceases to be a shareholder with respect to the acquired shares.

(c)

In the case of a distribution of indebtedness, other than that described in Paragraph (a) above, the effect of the distribution shall be measured as of the date the indebtedness is distributed.

(d)

In any other case, the effect of the distribution shall be measured either:

(1)

As of the date on which the distribution is authorized, if the corporation paid the distribution within one hundred twenty (120) days alter the date of authorization; or

(2)

As of the date of payment, if such date occurs more than one hundred twenty (120) days after the date of authorization.

8.3

Share Dividends,

(a)

Issuance to All Shareholders. The corporation may issue a share dividend by issuing shares pro rata and without consideration to all shareholders or to the shareholders of one or more classes or series.

(b)

Issuance to Class of Shareholders. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The Articles so authorize;

(2)

A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3)

There are no outstanding shares of the class or series to be issued.

8.4

Closure of the Stock Transfer Books. The Board may close the stock transfer books for a period of not more than sixty (60) days for the purpose of making a distribution.

8.5

Reserves. The corporation may, before making any distribution, set aside certain amounts to serve as a reserve fund to meet contingencies, or for any other purpose. Any funds not distributed by the corporation at the end of any fiscal year shall be deemed to have been thus set aside as a reserve until the Board otherwise disposes of the funds.

ARTICLE IX

Notices

9.1

Method of Notice.

(a) General. In general, notices called for under these Bylaws shall be given in writing.

(b) Methods of Communication, Notice may he communicated in person; by telephone, telegraph, teletype, facsimile, email or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication,

(c)

Effective Date of Notice to Shareholder Written notice to a shareholder, if in a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders or when received if communicated in person; by telephone, telegraph, teletype, facsimile, email or other form of wire or wireless communication or by private carrier. The Secretary may send notices to a shareholder by delivering or mailing the notice to the shareholder’s most recent address on file. Any notice sent to that address shall be deemed sufficient if the shareholder fails to furnish a current address to the Secretary.

(d)

Notice to the Corporation. Written notice to the corporation may be addressed to its registered agent at its registered office or to the corporation at the address of its principal office as shown in the most recent annual report.

(e) Effective Date of Notice to Other Parties. Except as provided above, written notice to other parties shall be effective at the earliest of:

(1) The time of receipt;

(2) The date shown on the return receipt if sent by registered mail; or

(3) Five (5) days after the notice was deposited in the U. S. first class mail, postage prepaid.

9.2

Oral Notice, The persons convening any meeting of the Board or a Committee may give oral notice of the meeting, which may be communicated in person or by telephone, wire, or wireless communication, Oral notice is effective when communicated if the notice is communicated in a comprehensible manner. Oral notice may be communicated either to the director or to a person who the person giving the notice has reason to believe will promptly communicate the notice to the director.

9.3

Waiver of Notice. A shareholder or director may waive notice of any meeting by submitting a written signed waiver of notice either before or after the time for holding the meeting, or by attending the meeting in person or by proxy without objecting to a lack of notice.

ARTICLE X

Corporate Records

10.1

Maintenance of Corporate Records. The corporation shall keep the corporation’s minute books and all other official records of all meetings at its registered office or principal place of business. The corporation shall keep all minutes and records in written form, or in a form which may be easily converted to written form. The corporation shall maintain in its records the following items:

(a)

The Articles or restated Articles and all amendments to the Articles;

(b)

The current Bylaws or restated Bylaws and all amendments to the Bylaws;

(c)

The minutes of all shareholders’, Board and Committee meetings and records of all actions taken by the shareholders, the Board, or a Committee without a meeting;

(d)

All financial statements for the past three (3) years;

(e)

All written communications made to the shareholders within the last three (3) years;

(f)

A register of names and business addresses of each shareholder, director and officer;

(g)

The last three (3) annual reports; and

(h)

The stock transfer books of the corporation, as described in Section 2.7.

10.2 Shareholder’s Right to Inspect and Copy Records.

(a)

Inspection of Corporate Records. A shareholder may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in Section 10.1 if the shareholder gives the corporation written notice of the shareholder’s demand at least (5) five business days before the date on which the shareholder wishes to inspect and copy the records.

(b)

Inspection of Accounting and Shareholders’ Records. A shareholder may also inspect and copy the accounting records of the corporation and the record of shareholders during regular business hours at a reasonable location specified by the corporation, if the shareholder gives the corporation written notice of the shareholder~ demand at least five (5)

business days before the date on which the shareholder wishes to inspect and copy the records and:

(1)

The shareholder’s demand is made in good faith and for a proper purpose;

(2)

The shareholder describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and

(3)

The records are directly connected with the shareholder’s purpose.

10.3

Scope of Inspection Right.

(a)

Shareholder’s Agent. A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder.

(b)

Copies. A shareholder may obtain copies of the corporation’s records made by photographic, xerographic, or other reasonable means, including copies in electronic or other non-written form if the shareholder so requests.

(c)

Charge for Copying. The corporation may charge the shareholder for the reasonable costs of labor and materials used to produce copies of any records provided to the shareholder. The charges may not exceed the estimated cost of producing or reproducing the records.

(d)

Record of Shareholders. The corporation may comply with a shareholder’s demand to inspect the record of shareholders by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand,

10.4

Annual Report. The corporation shall prepare and file an annual report on the required form with the Secretary of State of Nevada. The corporation shall ensure that the information in the annual report is current as of the date the corporation executes the annual report.

ARTICLE XI

Financial Matters

11.1 Books and Records of Account. The corporation shall maintain correct and complete books, financial statements, and records of account. The corporation shall keep its books and records of account and prepare its financial statements in accordance with generally accepted accounting principles, which shall be applied on a consistent basis from period to period. The books, records of account, and financial statements shall be in written form or in any other form capable of being converted into written form within a reasonable time.

11.2

Balance Sheet and Income Statement,

(a)

Annual Balance Sheet and Income Statement. The corporation shall prepare annually (1) a balance statement showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and (2) an income statement showing the results of the corporation’s operations during its fiscal year. The corporation shall prepare these statements not later than four (4) months after the close of each fiscal year, and in any case before the annual shareholders’ meeting. These statements shall be prepared in accordance with generally accepted accounting principles which shall be applied on a consistent basis from. period to period. The President, or the person who prepared the financial statements, shall prepare a certificate to accompany the annual financial reports attesting to the fact that the preparer used generally accepted accounting principles in preparing the financial statements, and describing any respects in which the statements were prepared on a basis of accounting which was not consistent with statements prepared for the preceding year.

(b)

Copies to Shareholders. The corporation shall mail promptly, upon written request, a copy of the most recent balance sheet and income statement to any shareholder. The corporation shall also furnish, upon written request, a statement of the sources and applications of the corporation’s funds and a statement of any changes in the shareholders’ equity for the most recent fiscal year, if such statements have been prepared for other purposes.

11.3

Deposits. The officers shall cause all funds of the corporation not otherwise employed to be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Treasurer may select.

11.4

Loans. The corporation may not borrow money or issue evidences of indebtedness unless the Board authorizes the action. The corporation shall make no loans which are secured by its own shares, except for indebtedness representing the unpaid purchase price of the corporation’s shares.

11.5

Fiscal Year. The corporation shall use a calendar year fiscal year unless the Board expressly determines otherwise.

ARTICLE XII

Amendment of Articles and Bylaws

12.1

Amendment of Articles. The Board may submit to the shareholders for approval one or more proposed amendments to the Articles. Following notice to all shareholders of a shareholders’ meeting in accordance with the provisions of Paragraph 3.6(c) and Article IX, the shareholders may adopt the proposed amendment if a majority of the votes in each voting group entitled to vote on each amendment approve. In the alternative, action may be taken by shareholders without a meeting in accordance with the provisions of Paragraph 3.15.

12.2

Amendment of Bylaws by the Shareholders. The shareholders may amend, alter, or repeal the Bylaws at any meeting of the shareholders, or by unanimous written consent. The shareholders may amend the Bylaws at a special shareholders’ meeting only if a copy of the proposed amendments accompanies the notice of the meeting.

12.3

Amendment of Bylaws by the Board The Board may amend, alter, or repeal the Bylaws by vote of a majority of the Board at any meeting of the Board, or by unanimous written consent of the Board. The Bylaws may be amended at a special meeting of the Board only if notice of the proposed amendment was contained in the notice of the meeting. The shareholders may repeal, by majority vote, any amendment to or alteration of the Bylaws adopted by the Board.

ARTICLE XIII

Corporate Seal

The Board of Directors may adopt a corporate seal in a form and with an inscription to be determined by the Board. The seal shall be in the form of a circle and shall contain the name of the corporation and the year of incorporation. The application of, or failure to apply the seal to any document or instrument, shall not affect the validity of the document or instrument.

ARTICLE XIV

Miscellany

14.1 Inspector of Elections. Before any annual meeting of shareholders, the Board may appoint an inspector of elections. If the Board does not appoint an inspector of elections, then the chairman of the meeting may appoint an inspector of elections to act at the meeting. If the person appointed as inspector of elections fails to act, the chairman of the meeting may appoint a person to act in the place of the appointed inspector of elections. The chairman of the meeting shall appoint an inspector of elections if requested to do so by any shareholder or shareholder’s proxy.

14.2 Duties of inspector of Elections The inspector of elections shall:

(a)

Determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, whether a quorum is present, and, with the advice of legal counsel to the corporation, the authenticity, validity, and effect of proxies;

(b)

Receive votes, ballots, or consents;

(c)

Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)

Count and tabulate all votes or consents;

(e)

Determine the result of any vote; and

(f)

Do any other acts that may be necessary to conduct the election or vote with fairness to all shareholders.

14.3

Rules of Order,

(a) Robert’s Rules Govern. The rules contained in the most recent edition of Robert’s Rules of Order, Revised, shall govern all meetings of shareholders and directors where those rules do not conflict with the Articles or the Bylaws.

(b)

Chairman of Meeting. The chairman of the meeting shall have absolute authority over matters of procedure. There shall be no appeal from a procedural ruling by the chairman of the meeting. The chairman of the meeting may dispense with the rules of parliamentary procedure for any meeting or any part of a meeting. The chairman shall clearly state the rules under which any meeting or part of a meeting will be conducted.

(c)

Adjournment Due to Disorder. If disorder should arise which prevents continuation of the legitimate business of any meeting, the chairman of the meeting may adjourn the meeting. Any meeting so adjourned may be reconvened in accordance with Sections 3.3 and 4. 10 of these Bylaws.

(d)

Removal of Persons Not Shareholders. The chairman may require anyone who is not a bona fide shareholder of record or the proxy of a shareholder of record to leave any shareholders’ meeting.

(e)

Matters the Proper Subject of Action. The shareholders may consider and vote on a resolution or motion at a shareholders’ meeting only if:

(1)

The resolution or motion was proposed by a shareholder or the duly authorized proxy of a shareholder; and

(2)

The resolution or motion was seconded by an individual who is a shareholder or the duly authorized proxy of a shareholder other than the person who proposed the resolution or motion.

14.4 Number and Gender. When required by the context:

(a)

The word “it” will include the plural and the word “its” will include the singular;

(b)

The masculine will include the feminine gender and the neuter, and vice versa; and

(c)

The word “person” will include corporation, firm, partnership or any other form of association.

14.5 Severability. If any provision of these Bylaws or any application of any provision is found to be unenforceable, the remainder of the Bylaws shall be unaffected. If the provision is found to be unenforceable when applied to particular persons or circumstances, the application of the provision to other persons or circumstances shall be unaffected.

ARTICLE XV

Authentication

The foregoing Bylaws were read, approved, and duly adopted by the Board on the 30 ^th day of January, 2004. The President was empowered to authenticate these Bylaws by his

Signature below.

/s/ Larry L. Eastland

Larry L. Eastland, President

EXHIBIT 3.4

GREAT AMERICAN FAMILY PARKS, INC.

2005 STOCK OPTION AND AWARD PLAN

---------------------------------------------

GREAT AMERICAN FAMILY PARKS, INC, a Nevada corporation (the "Company"), hereby adopts the Great American Family Parks, Inc. 2005 Stock Option and Award Plan" (the "Plan"), effective as of the 1 ^st day of February, 2005, under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including of officers and directors of the Company and/or its subsidiaries. In addition, at the discretion of the board of directors or other administrator of this Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under this Plan to other individuals who contribute to the success of the Company or its subsidiaries but who are not employees of the Company, all on the terms and conditions set forth herein.

Purpose of the Plan . The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. It is designed to aid the Company in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company but who are perceived by management as having contributed to the success of the Company or who are important to the continued business and operations of the Company. The above aims will be effectuated through the granting of options ("Options") to purchase shares of common stock of the Company, par value $0.001 per share (the "Stock"), or the granting of awards of bonus stock ("Stock Awards"), all subject to the terms and conditions of this Plan. It is intended that the Options issued pursuant to this Plan include, when designated as such at the time of grant, options which qualify as Incentive Stock Options ("Incentive Options") within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or any amendment or successor provision of like tenor. If the Company has a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it is intended that Options or Stock Awards granted pursuant to this Plan qualify for the exemption provided for in Rule 16b_3 ("Rule 16b_3") promulgated under the Exchange Act or any amendment or successor rule of like tenor when granted in accordance with the provisions of such rule.

Shareholder Approval . The Plan shall become effective immediately on adoption by the board of directors of the Company (the "Board") and awards under the Plan can be made at that time or at any subsequent time. The Plan shall be submitted to the Company's shareholders in the manner set forth below:

(a)

Within twelve months after the Plan has been adopted by the Board, the Plan shall be submitted for approval by those shareholders of the Company who are entitled to vote on such matters at a duly held shareholders' meeting or approved by the unanimous written consent of the holders of the issued and outstanding Stock of the Company. If the Plan is presented at a shareholders' meeting, it shall be approved by the affirmative vote of the holders of a majority of the issued and outstanding Stock in attendance, in person or by proxy, at such meeting. Notwithstanding the foregoing, the Plan may be approved by the shareholders in any other manner not inconsistent with the Company's articles of incorporation and bylaws, the applicable provisions of state corporate laws, and the applicable provisions of the Code and regulations adopted thereunder.

(b)

In the event the Plan is so approved, the secretary of the Company shall, as soon as practicable following the date of final approval, prepare and attach to this Plan certified copies of all relevant resolutions adopted by the shareholders and the Board.

(c)

Failure to obtain shareholder approval on or before the date that is twelve months subsequent to the adoption of this Plan by the Board shall not affect awards previously granted under the Plan; provided that, none of the Options issued under this Plan will qualify as Incentive Options.

Administration of the Plan . Administration of the Plan shall be determined by the Board. Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of the Plan or specific administrative duties with respect to the Plan, on such terms and to such committees of the Board as it deems proper. Any Option or Stock Award approved by the Board shall be approved by a majority vote of those members of the Board in attendance at a meeting at which a quorum is present. Any Option or Stock Award approved by a committee designated by the Board shall be approved as specified by the Board at the time of delegation. The interpretation and construction of the terms of the Plan by the Board or a duly authorized committee shall be final and binding on all participants in the Plan absent a showing of demonstrable error. No member of the Board or duly authorized committee shall be liable for any action taken or determination made in good faith with respect to the Plan.

The Board's or duly authorized committee's determination under the Plan (including without limitation determinations of the persons to receive Options or Stock Awards, the form, amount, and timing of such Options or Stock Awards, the terms and provisions of such Options or Stock Awards, and the agreements evidencing same) need not be uniform and may be made by the Board or duly authorized committee selectively among persons who receive, or are eligible to receive, Options or Stock Awards under the Plan, whether or not such persons are similarly situated.

Shares of Stock Subject to the Plan . A total of five million (5,000,000) shares of Stock may be subject to, or issued pursuant to, Options or Stock Awards granted under the terms of this Plan. Any shares subject to an Option or Stock Award under the Plan, which Option or Stock Award for any reason expires or is forfeited terminated, or surrendered unexercised as to such shares, shall be added back to the total number of shares reserved for issuance under the terms of this Plan. If any right to acquire Stock granted under the Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (the shares of Stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. The number of shares of Stock subject to the Plan is subject to adjustment as set forth in Section 16 hereof.

Reservation of Stock on Granting of Option . At the time of granting any Option under the terms of this Plan, there will be reserved for issuance on the exercise of the Option the number of shares of Stock of the Company subject to such Option. The Company may reserve either authorized but unissued shares or issued shares that have been reacquired by the Company.

Eligibility . Options or Stock Awards under the Plan may be granted to employees, including officers and directors, of the Company or its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company as may be deemed in the best interest of the Company by the Board or a duly authorized committee. Such Options or Stock Awards shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Board or a duly authorized committee at the time of grant, all as may be within the general provisions of this Plan.

Term of Options and Certain Limitations on Right to Exercise .

(a)

Each Option shall have the term established by the Board or duly authorized committee at the time the Option is granted but in no event may an Option have a term in excess of ten years.

(b)

The term of the Option, once it is granted, may be reduced only as provided for in this Plan or under the written provisions of the Option.

(c)

Unless otherwise specifically provided by the written provisions of the Option, no holder or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until the holder exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and the Option and then only to the extent of the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date the Stock subject to the Option is acquired by the holder.

(d)

Options under the Plan shall vest and become exercisable at such time or times and on such terms as the Board or a duly authorized committee may determine at the time of the grant of the Option.

(e)

Options granted under the Plan shall contain such other provisions, including, without limitation. further restrictions on the vesting and exercise of the Option, as the Board or a duly authorized committee shall deem advisable.

(f)

In no event may an Option be exercised after the expiration of its term.

(g)

Unless otherwise specifically provided by the written provisions of an Option granted pursuant to this Plan, upon receipt of:

(i) any request that the exercise of the Option or the resale of any shares of Stock issued or to be issued on exercise of such Option will be registered under the Securities Act; or

(ii) any notice of exercise of such Option pursuant to its terms, in lieu of any obligation to effect any registration with respect to the Options or shares of Common Stock issuable on such Option or in lieu of delivering shares of Common Stock on the exercise of the Option;

the Company may, within five business days of receipt of such request to register or notice of exercise, purchase, in whole or in part, such Options from the Optionee at an amount in cash equal to the difference between the then current fair market value (as defined below) of the Common Stock on the day of such repurchase and the exercise price in effect on such day.

In order to exercise such right, the Company must provide written notice to the optionee at least five days prior to the date that the Company proposes to repurchase such Options. For purposes of this section. the fair market value of the Common Stock shall be determined by the Board or a duly authorized committee based on the closing price for the Stock as quoted on a registered national securities exchange or, if not listed on a national exchange, the Nasdaq Stock Market ("Nasdaq"), on the trading day immediately preceding the date that the Company's provides notice of its intent to repurchase the Options, or, if not listed on such an exchange or included on Nasdaq, the closing price for the Stock as determined by the Board or a duly authorized committee through any other reliable means of determination available on the close of business on the trading day last preceding the date of providing the notice.

Exercise Price . The exercise price of each Option issued under the Plan shall be determined by the Board or a duly authorized committee on the date of grant.

Payment Exercise Price . The exercise of any Option shall be contingent on receipt by the Company of cash, certified bank check to its order, or other consideration acceptable to the Company; provided that, at the discretion of the Board or a duly authorized committee, the written provisions of the Option may provide that payment can be made in whole or in part in shares of Stock of the Company that have been owned by the optionee for more than six months or by the surrender of Options to acquire Stock from the Company that have been held for more than six months, which Stock or Options shall be valued at their then fair market value as determined by the Board or a duly authorized committee. Any consideration approved by the Board or a duly authorized committee that calls for the payment of the exercise price over a period of more than one year shall provide for interest, which shall not be included as part of the exercise price, that is equal to or exceeds the imputed interest provided for in section 483 of the Code or any amendment or successor section of like tenor.

10.

Withholding . If the grant of a Stock Award or the grant or exercise of an Option pursuant to this Plan, or any other event in connection with any such grant or exercise, creates an obligation to withhold income and employment taxes pursuant to the Code or applicable state or local laws, such obligation may, at the discretion of the Board or a duly authorized committee at the time of the grant of the Option or Stock Award and to the extent permitted by the terms of the Option or Stock Award and the then governing provisions of the Code and the Exchange Act, be satisfied (i) by the holder of the Option or Stock Award delivering to the Company an amount of cash equal to such withholding obligation; (ii) by the Company withholding from any compensation or other amount owing to the holder of the Option or Stock Award the amount (in cash, Stock, or other property as the Company may determine) of the withholding obligation; (iii) by the Company withholding shares of Stock subject to the Option or Stock Award with a fair market value equal to such obligation; or (iv) by the holder of the Option or Stock Award either delivering shares of Stock that have been owned by the holder for more than six months or canceling Options or other rights to acquire Stock from the Company that have been held for more than six months with a fair market value equal to such requirements. In all events, delivery of shares of Stock issuable on exercise of the Option or on grant of the Stock Award shall be conditioned upon and subject to the satisfaction or making provision for the satisfaction of the withholding obligation of the Company resulting from the grant or exercise of the Option, grant of the Stock Award, or any other event. The Company shall be further authorized to take such other action as may be necessary, in the opinion of the Company, to satisfy all obligations for the payment of such taxes.

11.

Incentive Options . In addition to the other restrictions and provisions of this Plan, any Option granted hereunder that is intended to be an Incentive Option shall meet the following further requirements:

(a)

The exercise price of an Incentive Option shall not be less than the fair market value of the Stock on the date of grant of the Incentive Option as determined by the Board or a duly authorized committee based on the closing price for the Stock as quoted on a registered national securities exchange or, if not listed on a national exchange or Nasdaq, over the five-day trading period immediately prior to the date of grant of such Incentive Option, or, if not listed on such an exchange or included on Nasdaq, the closing price for the Stock as determined by the Board or a duly authorized committee through any other reliable means of determination available on the close of business on the trading day last preceding the date of grant of such Incentive Option and permitted by the applicable provisions of the Code.

(b)

No Incentive Option may be granted under the Plan to any individual that owns (either of record or beneficially) Stock possessing more than 10% of the combined voting power of the Company or any parent or subsidiary corporation unless both the exercise price is at least 110% of the fair market value of the Stock on the date the Option is granted and the Incentive Option by its terms is not exercisable more than five years after the date it is granted.

(c)

Incentive Options may be granted only to employees of the Company or its subsidiaries and only in connection with that employee's employment by the Company or the subsidiary. Notwithstanding the above, directors and other individuals who have contributed to the success of the Company or its subsidiaries may be granted Incentive Options under the Plan, subject to, and to the extent permitted by, applicable provisions of the Code and regulations promulgated thereunder, as they may be amended from time to time.

(d)

The aggregate fair market value (determined as of the date the Incentive Option is granted) of the shares of Stock with respect to which Incentive Options are exercisable for the first time by any individual during any calendar year under the Plan (and all other plans of the Company and its subsidiaries) may not exceed $100,000.

(e)

No Incentive Option shall be transferable other than by will or the laws of descent and distribution and shall be exercisable, during the lifetime of the optionee, only by the optionee to whom the Incentive Option is granted.

(f)

No individual acquiring shares of Stock pursuant to any Incentive Option granted under this Plan shall sell, transfer, or otherwise convey the Stock until after the date that is both two years after the date the Incentive Option was granted and one year after the date the Stock was acquired pursuant to the exercise of the Incentive Option. If any individual makes a disqualifying disposition, he or she shall notify the Company within 30 days of such transaction.

(g)

No Incentive Option may be exercised unless the holder was, within three months of such exercise, and had been since the date the Incentive Option was granted, an eligible employee of the Company as specified in the applicable provisions of the Code, unless the employment was terminated as a result of the death or disability (as defined in the Code and the regulations promulgated thereunder as they may be amended from time to time) of the employee or the employee dies within three months of the termination. In the event of termination as a result of disability, the holder shall have a one year period following termination in which to exercise the Incentive Option. In the event of death of the holder, the Incentive Option must be exercised within six months after the issuance of letters testamentary or administration or the appointment of an administrator, executor, or personal representative, but not later than one year after the date of termination of employment. An authorized absence or leave approved by the Board or a duly authorized committee for a period of 90 days or less shall not be considered an interruption of employment for any purpose under the Plan.

(h)

All Incentive Options shall be deemed to contain such other limitations and restrictions as are necessary to conform the Incentive Option to the requirements for "incentive stock options" as defined in section 422 of the Code, or any amendment or successor statute of like tenor.

All of the foregoing restrictions and limitations are based on the governing provisions of the Code as of the date of adoption of this Plan. If at any time the Code is amended to permit the qualification of an Option as an incentive stock option without one or more of the foregoing restrictions or limitations or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may grant Incentive Options, and may modify outstanding Incentive Options in accordance with such changes, all to the extent that such action by the Board or duly authorized committee does not disqualify the Options from treatment as incentive stock options under the provisions of the Code as may be amended from time to time.

12.

Awards to Directors and Officers . To the extent the Company has a class of securities registered under the Exchange Act, Options or Stock Awards granted under the Plan to directors and officers (as used in Rule 16b_3 promulgated under the Exchange Act or any amendment or successor rule of like tenor) intended to qualify for the exemption from section 16(b) of the Exchange Act provided in Rule 16b_3 shall, in addition to being subject to the other restrictions and limitations set forth in this Plan, be made as follows:

(a)

A transaction whereby there is a grant of an Option or Stock Award pursuant to this Plan must satisfy one of the following:

(i)

The transaction must be approved by the Board or a duly authorized committee composed solely of two or more non-employee directors of the Company (as defined in Rule 16b_3);

(ii)

The transaction must be approved or ratified, in compliance with section 14 of the Exchange Act, by either: the affirmative vote of the holders of a majority of the securities of the Company present or represented and entitled to vote at a meeting of the shareholders of the Company held in accordance with the applicable laws of the state of incorporation of the Company; or, if allowed by applicable state law, the written consent of the holders of a majority, or such greater percentage as may be required by applicable laws of the state of incorporation of the Company, of the securities of the Company entitled to vote. If the transaction is ratified by the shareholders, such ratification must occur no later than the date of the next annual meeting of shareholders; or

(iii)

The Stock acquired must be held by the officer or director for a period of six months subsequent to the date of the grant; provided that, if the transaction involves a derivative security (as defined in section 16 of the Exchange Act), this condition shall be satisfied if at least six months elapse from the date of acquisition of the derivative security to the date of disposition of the derivative security (other than on exercise or conversion) or its underlying equity security.

(b)

Any transaction involving the disposition to the Company of its securities in connection with Options or Stock Awards granted pursuant to this Plan shall:

(i)

be approved by the Board or a duly authorized committee composed solely of two or more non-employee directors; or

(ii)

be approved or ratified, in compliance with section 14 of the Exchange Act, by either: the affirmative vote of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the state of incorporation of the Company or, if allowed by applicable state law, the written consent of the holders of a majority, or such greater percentage as may be required by applicable laws of the state of incorporation of the Company, of the securities of the Company entitled to vote; provided that, such ratification occurs no later than the date of the next annual meeting of shareholders.

All of the foregoing restrictions and limitations are based on the governing provisions of the Exchange Act and the rules and regulations promulgated thereunder as of the date of adoption of this Plan. If at any time the governing provisions are amended to permit an Option to be granted or exercised or Stock Award to be granted pursuant to Rule 16b_3 or any amendment or successor rule of like tenor without one or more of the foregoing restrictions or limitations, or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may award Options or Stock Awards to directors and of dicers, and may modify outstanding Options or Stock Awards, in accordance with such changes, all to the extent that such action by the Board or a duly authorized committee does not disqualify the Options or Stock Awards from exemption under the provisions of Rule 16b_3 or any amendment or successor rule of similar tenor.

13.

Stock Awards. The Board or a duly authorized committee may grant Stock Awards to individuals eligible to participate in this Plan, in the amount, and subject to the provisions determined by the Board or a duly authorized committee. The Board or a duly authorized committee shall notify in writing each person selected to receive a Stock Award hereunder as soon as practicable after he or she has been so selected and shall inform such person of the number of shares he or she is entitled to receive, the approximate date on which such shares will be issued, and the Forfeiture Restrictions applicable to such shares. (For purposes hereof, the term "Forfeiture Restrictions" shall mean any prohibitions against sale or other transfer of shares of Stock granted under the Plan and the obligation of the holder to forfeit his or her ownership of or right to such shares and to surrender such shares to the Company on the occurrence of certain conditions.) The Board or a duly authorized committee may, at its discretion, require the payment in cash to the Company by the award recipient of the par value of the Stock. The shares of Stock issued pursuant to a Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of during such period or periods of time which the Board or a duly authorized committee shall establish at the time of the grant of the Stock Award. If a Stock Award is made to an employee of the Company or its subsidiaries, the employee shall be obligated for no consideration other than the amount, if any, of the par value paid in cash for such shares, to forfeit and surrender such shares as he or shall have received under the Plan which are then subject to Forfeiture Restrictions to the Company if he or she is no longer an employee of the Company or its subsidiaries for any reason; provided that, in the event of termination of the employee's employment by reason of death or total and permanent disability, the Board or duly authorized committee, in its sole discretion, may cancel the Forfeiture Restrictions. Certificates representing shares subject to Forfeiture Restrictions shall be appropriately legend as determined by the Board or a duly authorized committee to reflect the Forfeiture Restrictions, and the Forfeiture Restrictions shall be binding on any transferee of the shares.

14.

Assignment . At the time of grant of an Option or Stock Award, the Board or duly authorized Committee. in its sole discretion, may impose restrictions on the transferability of such Option or Stock Award and provide that such Option shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code and that, except as permitted by the foregoing, such Options or Stock Awards, granted under the Plan and the rights and privileges thereby conferred shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment, or similar process. On any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the Option or Stock Award, or of any right or privilege conferred thereby, contrary to the provisions thereof, or on the levy of any attachment or similar process on such rights and privileges, the Option or Stock Award and such rights and privileges shall immediately become null and void.

15.

Additional Terms and Provisions of Awards . The Board or duly authorized committee shall have the right to impose additional limitations on individual awards under the Plan. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may be conditioned on continued employment for a specified period or may be voided based on the award holder's gross negligence in the performance of his or her duties, substantial failure to meet written standards established by the Company for the performance of his or her duties, criminal misconduct, or willful or gross misconduct in the performance of his or her duties. In addition, the Board or a duly authorized committee may establish additional rights in the holders of individual awards at the time of grant. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may include the right to immediate payment of the value inherent in the award on the occurrence of certain events such as a change in control of the Company, all on the terms and conditions set forth in the award at the time of grant. The Board or a duly authorized committee may. at the time of the grant of the Option or Stock Award, establish any other terms, restrictions, or provisions on the exercise of an Option or the holding of Stock subject to the Stock Award as it deems appropriate. All such terms, restrictions, and provisions must be set forth in writing at the time of grant in order to be effective.

16.

Dilution or Other Adjustment . In the event that the number of shares of Stock of the Company from time to time issued and outstanding is increased pursuant to a stock split or a stock dividend, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be increased proportionately, with no increase in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be increased by the same proportion. Shares awarded under the terms of a Stock Award shall be entitled to the same rights as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions, although any additional shares of Stock issued to the holder of a Stock Award shall be subject to the same Forfeiture Restrictions as the Stock Award. In the event that the number of shares of Stock of the Company from time to time issued and outstanding is reduced by a combination or consolidation of shares, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be reduced proportionately, with no reduction in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be reduced by the same proportion. Shares awarded under a Stock Award shall be treated as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Stock of the Company, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of section 355 of the Code or any amendment or successor statute of like tenor, then the total purchase price of the Stock then covered by each outstanding Option shall be reduced by an amount that bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Stock of the Company plus the stock distributed in respect thereof. Shares issued under a Stock Award shall be treated as issued and outstanding whether or not subject to Forfeiture Restrictions, although any stock of the other corporation to be distributed with respect to the shares awarded under the Stock Award shall be subject to the Forfeiture Restrictions then applicable to such shares and may be held by the Company or otherwise subject to restrictions on transfer until the expiration of the Forfeiture Restrictions. In the event that the Company distributes the stock of a subsidiary to its shareholders, makes a distribution of a major portion of its assets, or otherwise distributes a significant portion of the value of its issued and outstanding Stock to its shareholders, the number of shares then subject to each outstanding Option and the Plan, or the exercise price of each outstanding Option, may be adjusted in the reasonable discretion of the Board or a duly authorized committee. Shares awarded under a Stock Award shall be treated as issued and outstanding, whether or not subject to Forfeiture Restrictions, although any Stock, assets, or other rights distributed shall be subject to the Forfeiture Restrictions governing the shares awarded under the Stock Award and, at the discretion of the Board or a duly authorized committee, may be held by the Company or otherwise subject to restrictions on transfer by the Company until the expiration of such Forfeiture Restrictions. All such adjustments shall be made by the Board or duly authorized committee, whose determination upon the same, absent demonstrable error, shall be final and binding on all participants under the Plan. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this section shall be eliminated from the respective Option or Stock Award. No adjustment shall be made for cash dividends, for the issuance of additional shares of Stock for consideration approved by the Board, or for the issuance to stockholders of rights to subscribe for additional Stock or other securities.

17.

Options or Stock Awards to Foreign Nationals . The Board or a duly authorized committee may, in order to fulfill the purposes of this Plan and without amending the Plan, grant Options or Stock Awards to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Options or Stock Awards made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to provide such individuals with essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.

18.

Listing and Registration of Shares . Unless otherwise expressly provided on the granting of an award under this Plan, the Company shall have no obligation to register any securities issued pursuant to this Plan or issuable on the exercise of Options granted hereunder. Each award shall be subject to the requirement that if at any time the Board or a duly authorized committee shall determine, in its sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such award or the issuance or purchase of shares thereunder, such award may not be made or exercised in whole or in part unless and until such listing. registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board or a duly authorized committee.

19.

Expiration and Termination of the Plan . The Plan may be abandoned or terminated at any time by the Board or a duly authorized committee except with respect to any Options or Stock Awards then outstanding under the Plan. The Plan shall otherwise terminate on the earlier of the date that is: (i) ten years after the date the Plan is adopted by the Board; or (ii) ten years after the date the Plan is approved by the shareholders of the Company.

20.

Form of Awards . Awards granted under the Plan shall be represented by a written agreement which shall be executed by the Company and which shall contain such terms and conditions as may be determined by the Board or a duly authorized committee and permitted under the terms of this Plan. Option agreements evidencing Incentive Options shall contain such terms and conditions, among others, as may be necessary in the opinion of the Board or a duly authorized committee to qualify them as incentive stock options under section 422 of the Code or any amendment or successor statute of like tenor.

21.

No Right of Employment . Nothing contained in this Plan or any Option or Stock Award shall be construed as conferring on a director, officer, or employee any right to continue or remain as a director, officer, or employee of the Company or its subsidiaries.

22.

Leaves of Absence . The Board or duly authorized committee shall be entitled to make such rules, regulations, and determinations as the Board or duly authorized committee deems appropriate under the Plan in respect of any leave of absence taken by the recipient of any Option or Stock Award. Without limiting the generality of the foregoing, the Board or duly authorized committee shall be entitled to determine (a) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan, and (b) the impact, if any, of any such leave of absence on any Option or Stock Award under the Plan theretofore made to any recipient who takes such leave of absence.

23.

Amendment of the Plan . The Board or a duly authorized committee may modify and amend the Plan in any respect; provided, however, that to the extent such amendment or modification would cause the Plan to no longer comply with the applicable provisions of the Code with respect to Incentive Options, such amendment or modification shall also be approved by the shareholders of the Company. Subject to the foregoing and, if the Company is subject to the provisions of 16(b) of the Exchange Act, the limitations of Rule 16b_3 promulgated under the Exchange Act or any amendment or successor rule of like tenor, the Plan shall be deemed to be automatically amended as is necessary (i) with respect to the issuance of Incentive Options, to maintain the Plan in compliance with the provisions of section 422 of the Code, and regulations promulgated thereunder from time to time, or any amendment or successor statute thereto, and (ii) with respect to Options or Stock Awards granted to officers and directors of the Company, to maintain the awards made under the Plan in compliance with the provisions of Rule 16b_3 promulgated under the Exchange Act or any amendment or successor rule of like tenor.

WHEREFOR, this Plan was duly adopted by Resolution of the Board of Directors of the Company on ____day of ___________, 2005.

ATTEST:

By /s/ Jack Klosterman

Jack Klosterman, Corp. Sect.

APPROVED:

By: /s/ Larry L. Eastland

Larry L. Eastland, Pres. & CEO

Exhibit 4.1

_____________________________________________________________________________

UNIT PURCHASE AGREEMENT

DATED AS OF JUNE 10, 2004

By and Among

GREAT AMERICAN FAMILY PARKS, INC.

AND THE

PURCHASERS SET FORTH ON SCHEDULE A

______________________________________________________________________________

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND

INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY

PURCHASERS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

SEE “RISK FACTORS” INCLUDED IN THIS UNIT PURCHASE AGREEMENT.

__________________________

THE SECURITIES ARE BEING OFFERED WITHOUT REGISTRATION IN

RELIANCE ON SECTION 4(2) OF THE SECURITIES ACT OF 1933 AND/OR

REGULATION D PROMULGATED THEREUNDER. THIS UNIT PURCHASE

AGREEMENT HAS NOT BEEN REVIEWED, APPROVED OR DISAPPROVED, NOR HAS THE ACCURACY OR ADEQUACY OF THE INFORMATION SET FORTH HEREIN BEEN PASSED UPON, BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS UNIT PURCHASE AGREEMENT AND RELATED OFFERING DOCUMENTS MAY CONTAIN CONFIDENTIAL MATERIAL NON PUBLIC INFORMATION WHICH THE RECIPIENT AGREES BY ACCEPTING THESE DOCUMENTS TO KEEP CONFIDENTIAL AND NOT TO USE THE INFORMATION FOR ANY PURPOSE, INCLUDING PURCHASES OR SALES OF THE SECURITIES OF GREAT AMERICAN FAMILY PARKS, INC.

FIRST MONTAUK SECURITIES CORP.

as Selling Agent

TABLE OF CONTENTS	Page

ARTICLE I
CERTAIN DEFINITIONS ……………………………………………………………………..	1

ARTICLE II
SALE OF UNITS ……………………………………………..………………………………….	3
2.1 Sale of Units …………………………………………………………………………………..	3
2.2 Warrants ……………………………………………………………………………………...	3
2.3 Offering Period/Closing ……………………………………………………………………...	3
2.4 Plan of Distribution …………………………………………………………………………..	4
2.5 Registration …………………………………………………………………………………...	5

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY ………………………	5
3.1 Organization ………………………………………………………………………………….	5
3.2 Capitalization ………………………………………………………………………………...	5
3.3 Subsidiaries of the Company ………………………………………………………………..	6
3.4 Authority; No Violation ……………………………………………………………………...	6
3.5 Compliance, No Breaches or Violation ……………………………………………………..	7
3.6 Statements Made ……………………………………………………………………………..	7
3.7 Finder/Selling Agent …………………………………………………………………………	7
3.8 Undisclosed Liabilities ……………………………………………………………………….	7
3.9 No Material Adverse Change ………………………………………………………………..	7
3.10 Legal Proceedings …………………………………………………………………………..	9
3.11 Taxes …………………………………………………………………………………………	9
3.12 ERISA ……………………………………………………………………………………….	9
3.13 Title to Assets; Intellectual Property ………………………………………………………	10
3.14 Investment Company ……………………………………………………………………….	11
3.15 Insurance …………………………………………………………………………………….	11
3.16 Environmental ………………………………………………………………………………	11
3.17 Use of Proceeds ……………………………………………………………………………...	12

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ……………………..	12
4.1 Organization ………………………………………………………………………………….	12
4.2 Authority ……………………………………………………………………………………...	12
4.3 Brokers and Finders …………………………………………………………………………	12
4.4 Investment Intent; Accredited Investor …………………………………………………….	13
4.5 Risk Factors …………………………………………………………………………………..	13
4.6 Receipt and Understanding of this Agreement …………………………………………….	16
4.7 Binding Agreement …………………………………………………………………………..	16
4.8 Compliance with Exchange Act ……………………………………………………………..	16


ARTICLE V
CONDITIONS TO OBLIGATIONS TO CLOSE ……………………………………………..	17
5.1 Conditions to Obligation of Purchasers …………………………………………………….	17
5.2 Conditions to Obligation of Company ...................................................................................	17

ARTICLE VI
COVENANTS OF THE COMPANY AFTER CLOSING …………………………………….	18
6.1 Reservation of Shares ………………………………………………………………………..	18
6.2 Financial Statements …………………………………………………………………………	18
6.3 Inspection and Visitation Rights …………………………………………………………….	18
6.4 Registration Rights for Shares and Conversion Shares …………………………………...	18
6.5 Anti-Dilution Protection ……………………………………………………………………..	20
6.6 Right of First Offer to Montauk …………………………………………………………….	20

ARTICLE VII
MISCELLANEOUS ……………………………………………………………………………..	20
7.1 Survival ……………………………………………………………………………………….	20
7.2 Expenses ………………………………………………………………………………………	21
7.3 Entire Agreement …………………………………………………………………………….	21
7.4 Parties in Interest …………………………………………………………………………….	21
7.5 Assignment ……………………………………………………………………………………	21
7.6 Notices ………………………………………………………………………………………...	21
7.7 Captions ………………………………………………………………………………………	21
7.8 Counterparts ………………………………………………………………………………….	21
7.9 Separate Counsel ……………………………………………………………………………..	21
7.10 Governing Law, Jurisdiction and Venue ………………………………………………….	22

Schedule A

Registry of Purchasers

List of Exhibits :

Exhibit “A” Form of Warrant

Exhibit “B” Form of Registration Rights Agreement

Exhibit “C” Synopsis of the Company

Exhibit “D” Audited Financial Statement, for the year ended Dec. 31, 2002.

Exhibit “E” UnAudited Financial Statement, for the year ended Dec. 31, 2003

Exhibit “F” Summary of Income Statements and Balance Sheets for 2002 and 2003

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT (the “Agreement”), dated effective as of the 14 ^th day of June 2004, is made by and among Great American Family Parks, Inc., a Nevada corporation with its principal address at 222 East State Street, Suite B, Eagle, Idaho, USA 83616 (the “Company”) and the persons and/or entities whose names are set forth in the Registry of Subscribers in Schedule A, annexed hereto (individually a “Purchaser" and collectively the “Purchasers”). The Company and the Purchasers are hereinafter collectively referred to as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Company intends to engage in the businesses of owning and operating regional theme parks and amusement attractions; and

WHEREAS, subject to the terms and conditions of this Agreement, the Purchasers have agreed to purchase, and the Company has agreed to sell, on a “best efforts” basis, units (“Units”) comprised of (i) one share (the “Shares”) of Common Stock at par value of $0.01 per share (“Common Stock”) and (ii) one Series A Common Stock Purchase Warrant (“Warrants”) to purchase one share of Common Stock, upon the terms and conditions contained herein;

WHEREAS, the Parties have agreed that the purchase price per Unit is $0.25, and the exercise price of the Warrants shall be $0.30 per share, and the total number of Units to be sold is 2,000,000 (a maximum of $500,000 of gross proceeds), with no minimum number of Units required to be sold;

NOW, THEREFORE, in consideration of the foregoing premises and of the terms, conditions, mutual covenants, agreements, representations and warranties herein contained, the parties hereto do hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

For purposes of this Agreement, except as otherwise expressly provided, the terms defined in this Article I have the meanings assigned to them for the purposes of this Agreement as set forth in this Article I and include the plural as well as the singular unless the context otherwise requires.

Affiliate — With respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” (including with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Agreement — This Unit Purchase Agreement and all exhibits and schedules hereto, as the same may from time to time be amended or supplemented by one or more instruments executed by the parties hereto.

Closing Date — The date and time of Closing as defined in Section 2.3.

Code — The Internal Revenue Code of 1986, as amended.

Company — Great American Family Parks, Inc., and, where the context requires, its successors and assigns .

Conversion Shares — Shares of Common Stock of the Company issuable upon exercise of the Warrant.

Encumbrance — Any lien, pledge, security interest, claim, charge, easement, restriction or encumbrance of any kind or nature whatsoever.

Environmental Laws means any Laws (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act), including any plans, other criteria, or guidelines promulgated pursuant to such Laws, now or hereafter in effect relating to the generation, production, installation, use, storage, treatment, transportation, release, threatened release, or disposal of Hazardous Materials, or noise control, or the protection of human health, safety, natural resources, animal health or welfare, or the environment.

ERISA — The Employee Retirement Income Security Act of 1974, as amended.

Financial Statements _ Means the financial statements included in the SEC Reports.

GAAP — Generally accepted accounting principles as used in the United States of America in effect at the time any applicable financial statements were prepared.

Hazardous Materials means any wastes, substances, radiation, or materials (whether solids, liquids or gases): (i) which are hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or mutagenic; (ii) which are or become defined as “pollutants,” “contaminants,” “hazardous materials,” “hazardous wastes,” “hazardous substances,” “toxic substances,” “radioactive materials,” “solid wastes,” or other similar designations in, or otherwise subject to regulation under, any Environmental Laws; (iii) the presence of which on the Real Property cause or threaten to cause a nuisance pursuant to applicable statutory or common law upon the Real Property or to adjacent properties; (iv) which contain without limitation polychlorinated biphenyls (PCBs), asbestos or asbestos-containing materials, lead-based paints, urea-formaldehyde foam insulation, or petroleum or petroleum products (including, without limitation, crude oil or any fraction thereof); or (v) which pose a hazard to human health, safety, natural resources, industrial hygiene, or the environment, or an impediment to working conditions.

Intellectual Property Rights — Whether domestic or foreign, patents, patent applications, patent rights, trade secrets, confidential business information, designs, concepts, drawings, know-how, data, source and object codes, formula, processes, laboratory notebooks, algorithms, copyrights, copyright applications, mask works, claims of infringement against third parties, licenses, permits, license rights, contract rights with employees, consultants and third parties, trademarks, trademark rights, service marks, inventions and discoveries, and other such rights generally classified as intangible, intellectual property assets in accordance with generally accepted accounting principles.

Loss — Any liability, loss, cost, damage, penalty, fine, interest, obligation or expense of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements) actually incurred.

Person — Any individual, corporation, company, limited liability company, partnership (limited or general), joint venture, association, trust or other entity.

Unit – Is the meaning set forth in the preamble to this agreement.

SEC Reports – Means the periodic reports filed or to be filed by the Company with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended.

Subscription Price – Means the purchase price of $0.25 per Unit multiplied by the number of Units purchased.

Subsidiary — A company is a Subsidiary of another company if 50% or more of its outstanding voting securities is owned by such other company.

Tax Return — Any return, report or information return required to be filed with any taxing authority with respect to Taxes.

ARTICLE II

SALE OF UNITS

2.1 Sale of Units . Subject to the terms and conditions set forth herein, upon the execution hereof, the Company agrees to sell, issue and deliver to the Purchasers, the number of Units at a Subscription Price of $0.25 per Unit as set forth on Schedule “A” annexed hereto.

2.2 Warrants. The Warrants included in the Unit shall have an exercise price of $0.30 and shall expire five (5) years from the final closing date. The Warrants to be delivered to each Purchaser shall be in the form attached hereto as Exhibit “A.”

2.3 Offering Period/Closing . The Units will be offered by the Company during the period commencing on June 14, 2004 until 5:00 PM, New York Time on July 25, 2004 (the “Offering Period”) unless extended by mutual consent of the Company and First Montauk Securities Corp., as selling agent, for an additional 30 days to and including August 24, 2004. The initial closing in the Offering shall be held at such time as the Company and Selling Agent agree (the “Closing Date”). Thereafter, the Company and Selling Agent may agree to hold one or more additional closings in the event additional subscriptions are made during the Offering Period. A Final Closing, unless the Offering Period has been extended, shall be held on or before July 25, 2004. At each such Closing, the Company shall sell and the Purchaser shall purchase, the Units as so subscribed by the Purchaser on Schedule A; provided, however, in the event that subscriptions for more than the maximum number of Units to be sold are received from Purchasers, the Selling Agent and the Company shall have the right to allocate the Units pro rata amongst all Purchasers. Each Purchaser shall deliver an executed copy of this Agreement to the offices of the Selling Agent, or at such other place as shall be mutually agreeable to the parties, prior to July 25, 2004 unless such period is extended (the “Final Closing Date”) by mutual consent of the Selling Agent and the Company to August 24, 2004.

2.4 Plan of Distribution . (a) The Company and the Purchaser understand and agree that the offer and sale of the Units contemplated hereunder are intended to be exempt from the registration provisions of Section 5 of the Securities Act of 1933, as amended, pursuant to the exemption provided by Section 4(2) thereunder, and/or Rule 506 of Regulation D promulgated by the Securities and Exchange Commission.

(b) The maximum offering amount of Units being offered and sold on a “best efforts” basis is 2,000,000 Units (resulting in a maximum amount of gross sales proceeds of $500,000). All proceeds of the Offering shall be deposited into an escrow account with an independent banking institution until the Company and Selling Agent determine to disburse said funds pending receipt of the minimum offering amount, at which time a closing will be held and all deposited funds shall be released to the Company (the “Initial Closing Date”). Thereafter, as funds are received and deposited during the Offering Period they shall be placed into escrow and disbursed to the Company at such times as the Company and the Selling Agent shall mutually agree during the Offering Period to hold one or more additional closings. All funds shall be held pursuant to a separate escrow agreement between the Company and the Selling Agent requiring all funds to be received by the escrow agent. Employees, officers, agents and affiliates of the Selling Agent may purchase Units in this Offering. Within five days of the disbursement of funds, certificates representing the Shares and the Warrants shall be delivered by the Company to the Selling Agent on behalf of the Purchasers. By executing this Agreement, the Purchasers hereby grant permission to the Selling Agent to accept physical possession of such securities on their behalf and to place such securities in their brokerage accounts at First Montauk Securities Corp.

(c) Each Purchaser understands that the Company has retained First Montauk Securities Corp. to serve as its selling agent (“Selling Agent”) in connection with the sale of the Units. As compensation for its services, First Montauk Securities Corp. will be entitled to a commission of seven percent (7 %) of the gross proceeds from the sale of Units, a management fee equal to three (3 %) of the gross proceeds, a non-accountable expense allowance of three percent (3%) of the gross proceeds and warrants to purchase a number of shares of Common Stock equal to ten percent (10%) of the shares of Common Stock issued and sold to the Purchasers at closing. The Selling Agent's warrants shall contain terms substantially similar, including the exercise price and term, as contained in the Warrants. In addition, the Company has agreed to pay the legal fees of the Selling Agent in the amount of $10,000.

(d) The offering price of the Units has been negotiated between the Company and the Selling Agent and does not necessarily bear any relationship to the price of the Company's Common Stock as traded on the OTC, its assets, liabilities or other indicia of value. At June 8, 2004 the closing price of the Company's Common Stock as reported on the “Pink Sheets” as $1.15.

2.5 Registration . The Company shall file a Registration Statement covering the Units and the Conversion Shares issued pursuant to this Agreement no later than forty-five (45) days after the Final Closing during the Offering Period set forth in Section 2.3, above, and use its best efforts to have the Registration Statement declared effective within one hundred-twenty (120) days after said filing, as set forth in greater detail in Section 6.4 below.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

As a material inducement to the Purchaser' execution, delivery and performance of this Agreement, the Company hereby makes the representations and warranties to the Purchaser as contained in this Article III. As a public corporation, The Company, upon the effective date of the above referenced Registration, will become a reporting entity subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (“Exchange Act”) and, as a result, will be filing the SEC Reports with the Securities and Exchange Commission. Each representation and warranty contained herein is subject to the information contained in the “Synopsis of the Company” attached hereto as Exhibit “C,” and each Purchaser acknowledges that he has been afforded the opportunity to review the information contained in Exhibit “C”.

3.1 Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with full corporate power and authority to carry on its business as now conducted and to own or lease all of its properties and assets and is duly licensed or qualified to do business and is in good standing in each state or jurisdiction where the ownership or leasing of its properties or assets or the conduct of its business requires such licensing or qualification, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, financial condition or results of operations of the Company taken as a whole. The Company has made available to the Purchaser accurate and complete copies of its Certificate of Incorporation and by-laws, as in effect on the date of this Agreement, none of which have been further amended. (See Exhibit “C.”)

3.2 Capitalization . (a) The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock having a par value of $.001 and 10,000,000 shares of Preferred Stock having no stated par value. As of June 14, 2004, there were 30,200,145 shares of Common Stock issued and outstanding (including round-ups). No Preferred Stock has been issued or is outstanding. A complete list of the capital stock of the Company which has been previously issued, including, without limitation, all options, warrants, rights and convertible securities, and the names in which such capital stock is registered on the stock transfer book of the Company has been made available to the Purchasers. There are no options, warrants, rights or other convertible securities presently outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable.

(b) Except as provided in Section 6 below, none of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. Except as otherwise set forth in Section 6 below, there are no restrictions on the transfer of the Units, Shares, Warrants or Conversion Shares, other than those imposed by relevant federal and state securities laws. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the Shares, Warrants or Conversion Shares, except those disclosed in Section 6, below. The offer and sale of the Units, Shares and Warrants is intended to comply with Section 4(2) of the Securities Act of 1933 and or Regulation D thereunder.

(c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) made any loans or advances to any person, other than in the ordinary course of business; or (iii) sold, exchanged or otherwise disposed of any of, its assets or rights, other than in the ordinary course of business.

3.3 Subsidiaries of the Company . The Company does not own any equity interest, directly or indirectly, in any Person other than Crossroads Convenience Center LLC, an Idaho limited liability company and GFAM Management Corporation, an Idaho Corporation, both of which entities are wholly owned subsidiaries of GFAM.

3.4 Authority; No Violation . (a) The Company has full corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated herein. The Units, Shares and Warrants, when sold, issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully-paid and non-assessable. The Conversion Shares, when issued and delivered upon exercise of the Warrants, will be duly authorized, validly issued, fully paid and non-assessable. The execution and delivery of this Agreement and the issuance of the Units, Shares and Warrants and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes valid and binding obligations of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity whether applied in a proceeding in equity or at law).

3.5 Compliance, No Breaches or Violations . Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will, to the Company’s knowledge, (i) conflict with or result in a breach of any provision of the Certificate of Incorporation or bylaws of the Company, or (ii) assuming the consents, permits, authorizations, approvals, filings and registrations referred to in Unit Purchase Agreement are obtained or made, either violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction, or any interpretation of any of the foregoing applicable to the Company or any of its Affiliates or any of its properties or assets, or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of the Company under any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument, or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound, except, in the case of this clause (ii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of the Company taken as a whole.

3.6 Statements Made and Disclosure . (a) The Company has fully provided the Purchaser with all the information that the Purchaser has requested for deciding whether to acquire Unit(s), and all information that the Company believes is reasonably necessary to enable the Purchaser to make such a decision. No representation or warranty of the Company contained in this Agreement and the exhibits attached hereto, any certificate furnished or to be furnished to Purchaser at the Closing, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

3.7 Finder/Selling Agent. The Company has employed only the firm of First Montauk Securities Corp. as its selling agent, broker, finder and/or financial advisor in connection with the offer and sale of the Units and only First Montauk Securities Corp. and its registered representatives, shall be entitled to payment for broker’s or finder’s fees or commissions in connection with the transactions contemplated hereby.

3.8 Undisclosed Liabilities . The Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, and whether or not required to be shown on a balance sheet prepared in accordance with GAAP, which have not been disclosed in the Company’s 2002 audited financial statement and/or in its 2003 un-audited financial statement, and/or in Exhibit “C”, hereto.

3.9 No Material Adverse Change . Since the Company’s latest fiscal year end, other than in the ordinary course of business, and other than would be the normal consequences of this Agreement, there has not been any material adverse change in the operations or financial condition of the Company, including:

(a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse.

(b) any damage, destruction or loss, whether or not covered by insurance materially and adversely affecting the business, properties, prospects, or financial condition of the Company;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;

(e) any material change to a material contract, patent, patent application, license or agreement by which the Company or any of its assets is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;

(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee;

(i) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;

(j) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(k) any declaration, setting aside or payment or other distribution in respect to any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

(1) any declaration or payment of any dividend or other distribution of the assets of the Company;

(m) to the Company's knowledge, any other event or condition of any character that might materially and adversely affect the business, properties, prospects or financial condition of the Company; or

(n) any arrangement or commitment by the Company to do any of the things described in this Section 3.8, except as elsewhere and otherwise provided in , and/or contemplated by, this Agreement.

3.10 Legal Proceedings . There are no legal, administrative, arbitral, governmental or other proceedings, actions or governmental investigations of any nature (“Legal Proceedings”) pending or, to the best knowledge of the Company, threatened, against the Company which could result in a Loss to the Company. The Company is not subject to any order, judgment, injunction, rule or decree which has or could result in a Loss to the Company.

3.11 Taxes . (a) The Company has (i) duly filed (or there has been duly filed on its behalf) with the appropriate federal, state, local and foreign taxing authorities all Tax Returns required to be filed by or with respect to the Company on or before the date hereof, and (ii) paid in full on a timely basis (or there has been paid on its behalf) all Taxes shown to be due on such Tax Returns. The provision on each of the Financial Statements for the payment of all accrued but unpaid Taxes through the date thereof has been determined in accordance with GAAP and reflects all Taxes that could be assessed against the Company.

(b) The Company has not received any notice of a deficiency or assessment with respect to Taxes from any federal, state, local or foreign taxing authority which has not been fully paid or finally settled; there are no ongoing audits or examination of any Tax Return of the Company, and no notice of audit or examination of any such Tax Return has been received by the Company; the Company has not given and there has not been given on behalf of the Company a waiver or extension of any statute of limitations relating to the payment of Taxes of the Company; and no issue has been raised in writing on audit or in any other proceeding with respect to Taxes of the Company by any federal, state, local or foreign Taxing authority.

(c) For purposes of this Agreement, “Taxes” shall mean all taxes, charges, fees, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority including, but not limited to, income, excise, property, sales, transfer, franchise, payroll, gains, withholding, ad valorem, social security or other taxes, including without limitation any interest, penalties or additions attributable to Taxes, and excluding property improvement related assessments.

(d) The Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Company has not made any payments, is not obligated to make any payments, and is not a party to any contract, agreement or other arrangement that could obligate it to make any payments that would not be deductible under Section 280G of the Code.

3.12 ERISA (a) General . The Company is not a party to, does not participate in and has not heretofore participated in (i) any profit sharing, deferred compensation, bonus, stock retirement, welfare or incentive plan or agreement, whether legally binding or not, (ii) any plan providing for “fringe benefits” to its employees, including but not limited to vacation, sick leave, medical, hospitalization, life insurance and other insurance plans, and related benefits, (iii) any other “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or (iv) any “multi-employer plan” (within the meaning of Section 3(37) of ERISA) not designated as such on Section 3.11of the Disclosure Schedule.

(b) Fines and Penalties . There are no fines, penalties, taxes, or related charges under Sections 502(c) or (k) or (l) or 4071 of ERISA or Chapter 43 or Section 511 of the Code which are assessable against the Company.

3.13 Title to Assets, Intellectual Property . The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, which assets consist of those reflected in the most recent balance sheet of the Company, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business) free of any Encumbrance other than (a) any such created in accordance with the terms of this Agreement or disclosed in the above referenced financial statements or Exhibit “C”, hereto, (b) liens for Taxes not yet due and payable, (c) liens imposed by law and incurred in the ordinary course of business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, and (d) unperfected purchase money security interests existing in the ordinary course of business without the execution of a separate security agreement. The Company enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect.

The Company owns or has a valid right to use any and all, if any, Intellectual Property Rights being used to conduct its business as now operated and as now proposed to be operated; and to its knowledge the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To its knowledge, no claim is pending or threatened against the Company and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. The Company has no obligation to compensate any Person for the use of any such Intellectual Property Rights. The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including any trade secrets and/or other confidential information. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectable and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the best of the Company's knowledge, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Neither the Company, nor any of its employees or consultants has received notice of, and to the best of the Company's knowledge after reasonable investigation, there are no claims that the Company's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party.

The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's best efforts to promote the interest of the Company or that would conflict with the Company's business. To the Company's knowledge, neither the execution or delivery of this Agreement, nor, the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

3.14 Investment Company . The Company represents and warrants that it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company agrees that it shall not become an investment company" or a company "controlled" by an "investment company", within the meaning of the 1940 Act. In the event that the Company breaches the foregoing, the Company shall forthwith notify the Purchasers and shall take immediate corrective action to remedy such breach.

3.15 Insurance. The Company has insurance coverage under policies and will maintain insurance coverage under policies that: (a) are with insurance companies reasonably believed by the Company to be financially sound and reputable; (b) are in full force and effect; (c) are sufficient for compliance by the Company with all requirements of Law and of all Agreements to which the Company is a party; (d) are valid and outstanding policies enforceable against the insurer; and (e) insure against risks of the kind customarily insured against and in amounts customarily carried by companies similarly situated and by companies engaged in similar businesses and owning similar properties, and provide adequate insurance coverage in accordance with industry practices for the businesses and Assets of Company.

3.16 Environmental

(a) The Company has complied in all material respects and is in material compliance with, and the Real Property and all improvements thereon are in material compliance with, all Environmental Laws.

(b) The Company does not have any material liability under any Environmental Law. There are no pending or threatened actions, suits, claims, legal proceedings or other proceedings based on, and neither the Company nor any officer, director or stockholder thereof has directly or indirectly received any formal or informal notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any governmental authority or any other person or entity or knows any fact(s) which might form the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, Release, or threatened Release of Hazardous Materials at or from any part of the Real Property; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property or the businesses or Assets of the Company; (iii) any facility operations, procedures or designs of the Company which do not conform to requirements of the Environmental Laws; or (iv) any violation of Environmental Laws at any part of the Real Property or arising from Company’s activities (or the activities of the Company’s predecessors in title) involving Hazardous Materials.

3.17 Use of Proceeds . The Company shall use up the proceeds from the sale of the Units for working capital and general corporate purposes and not for the satisfaction of any portion of the Company’s debt (other than payment of trade payables and accrued expenses in the ordinary course of the Company’s business and prior practices), to redeem any Common Stock or securities convertible into shares of Common Stock or to settle any outstanding legal proceedings.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers hereby represents and warrants to the Company as of the date of this Agreement as follows:

4.1 Organization . The Purchaser, if a corporation, is duly organized, validly existing and in good standing under the laws of their respective states of formation with requisite power and authority to carry on its business as now conducted.

4.2 Authority . The Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite actions in respect thereof on the part of the Purchaser and no other proceedings on the part of the Purchaser are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)).

4.3 Brokers and Finders . The Purchaser has not employed any broker, finder or financial advisor or incurred any liability for any broker’s or finder’s fees or commissions in connection with the transactions contemplated hereby.

4.4 Investment Intent; Accredited Investor . (a) The Units, Shares and Warrants and Conversion Shares are being acquired by the Purchaser for investment and not with a view to the distribution thereof, and each acknowledges and understands that the Shares and Warrants and certificate(s) representing such Conversion Shares will bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE.

(b) The Purchaser, represents and warrants that it is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The Purchaser understands that the Company is selling the Units, Shares and Warrants solely to “accredited investors” and is relying upon the Purchaser's representation hereunder in making the sale. The Purchaser understands that no “Unit” certificate or security instrument will be issued.

(c) The Purchaser understands that the Units, Shares and Warrants are being offered without registration under the Securities Act in reliance upon the private offering exemption contained therein, and that such reliance is based in part on the information herein supplied. For the foregoing reasons and to induce the Company to issue and deliver the securities to the Purchaser, the Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete.

(d) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity.

(e) The undersigned understands that the investment in the Units, Shares and Warrants involves a high degree of risk, including the Risk Factors set forth in Section 4.5 below, and represents that he is able to bear the economic risk of the investment in the Units and can afford a complete loss of such investment. The Purchaser has completed any and all due diligence review of the Company, its management, operations and financial condition, understands the risks associated with the purchase of the Units and is a sophisticated investor with knowledge of investments such of the one being undertaken herein.

EACH PURCHASER MUST INITIAL IN THE SPACE PROVIDED TO INDICATE THAT HE/SHE OR IT HAS REVIEWED THE FOREGOING SECTION 4.4.

I HAVE REVIEWED AND UNDERSTAND THIS SECTION 4.4

4.5 Risk Factors . An investment in the securities offered hereby involves a high degree of risk. The following factors, in addition to those discussed elsewhere, should be considered carefully in evaluating our business and us. An investment in the securities is suitable only for those investors who can bear the risk of loss of their entire investment.

(a) We do not have financial statements related to our primary intended business of operating theme parks upon which investors may rely. The financial statements available to potential investors are not related to any theme park operations. We do not have any operations related to theme parks and therefore investors may not have adequate information regarding our ability to generate any revenue or income related to the proposed theme park business. Investors should not rely upon the financials statements currently available to estimate or project our ability to operate theme parks in the future. Further we do not have audited financials statements for a recent fiscal period. As a result, investors should be aware that the financial statements made available to investors may not accurately reflect the financial condition of the Company, further, although management believes that the financial statements were prepared in accordance with generally acceptable accounting principles, they lack footnote and other disclosures which may be required wee they reviewed by an independent auditor and independent auditors may require changes to the financial statements..

(b) The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

The Company’s significant and immediate need for working capital;

The thin asset base of the Company at this start-up phase;

The complexity of the venture in conjunction with its being a new concept;

The effect of competition, particularly during down economic times.

The threat terrorism and related security needs and costs.

(c) The Company’s success also depends upon economic trends generally, governmental regulation, legislation, and population changes. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's predictions only. The Company assumes no obligation to update forward-looking statements.

(d) The financial risks inherent in this investment are extremely high, for the reason that it involves what is essentially a start-up business, both in concept and in management. The concept of aggregating a number of theme parks into a system, while a new concept in its details with a potential for a high return, has all the more a high risk in that its financially profitable development depends not only on successfully coordinating and operating a system of different theme parks, but also in the successful implementation and development of associated, but distinct entertainment products, including food and beverage components, live entertainment venues, electronic and multimedia products. Even though each park is slated to be independently managed and operated and responsible for turning a profit, failure in any one park, or even in any of the related “venues,” could seriously impact the financial success of this offering, which relies on the over all success of the venture. The complexity and multifaceted nature of the proposed business poses a very substantial risk both of failure or of slow return on investment, even if eventually successful.

(e) Theme Park attendance was down two (2%) in 2002-3 from 2001 levels, partially because a slow economy, but also because of world events. The entire business depends on attracting large concentrations of people on a constant basis, which factor is a condition subject to high risk in the face of terrorist threats which appear now to be a probability for the foreseeable future. The security threat could not only affect attendees, but could also affect the willingness of entertainers to perform. Accordingly the business, as a whole, could seriously suffer if terrorist threats substantially affected attendance, since there are no other, unrelated sources of income.

(f) Under suppressed market conditions suggested above, it would be likely that the large, successful theme parks, such as Disneyland, would have a competitive advantage, not only from the standpoint of greater staying power, but also from the standpoint of being better able to afford to implement measures, such as greater security, to counteract such problems.

(g) Finding affordable amusement and entertainment venues to purchase is determined by the willingness of the owners to sell. The opportunities usually become available in late summer and early fall, and depending on the aggressiveness and motivation of the seller, could take from one to four months or longer to culminate. There is a risk that our financial partner would, for reasons unanticipated at this time, be unable to aide in structuring and finding the proper financial assets to accomplish the acquisition.

(h) Management is the key to a successful transition after acquisition. There exists the risk that the occurrence of an adverse event could result in inadequate management of the acquisition in the early stages, with the result that operations and profitability could be negatively impacted for a period of time.

(i)

The Company will use reasonably commercial efforts to maintain policies of liability, fire and casualty insurance sufficient to provide reasonable coverage for risks arising from accidents, fire, weather, other acts of God, and other potential casualties. There can be no assurance that the Company will be able to obtain adequate levels of insurance to protect against suits and judgments in connection with accidents which may occur in the theme parks.

(j)

Competition can affect the prosperity of a venue in a local market, fragmentation of the market can be unprofitable for all. As part of our due diligence, before an acquisition, the current market conditions will be assessed. Other recreational facilities such as movie theatres, sporting events, and local festivals can have a temporary effect on attendance for the duration of the event. The general economic conditions of a geographic area, especially if a large employer leaves the area, will have a major effect on the venue. GFAM will analyze its markets properly so as to price the product with the greatest price/value relationship, and provide a clean, safe, wholesome environment, with unique attractions and entertainment. This strategy will serve to mitigate the risks of competition from larger competitors.

(k)

There are a limited number of theme parks within the United States and Canada that reasonably qualify as acquisition targets of the Company under current economic and market conditions. In a market as fragmented as this one, where GFAM’s target acquisitions are owned, for the most part, by individual enterprises, the availability of good acquisitions that match our criteria in any given operational season is unknown. There is the risk that due to availability, competition for acquisitions from other companies, or sales resistance, GFAM will not find parks to purchase at the price that makes them good investments in a timely manner, thus affecting growth and profits for the Company in the short term.

(l)

The increasing efficiency of new technology is expected to drive down the cost of new equipment including in the parks industry. This makes newer parks more effective in their use of financial resources. Additionally, older parks may be more costly to maintain if they are not continually renewed. There is a risk that the cost of maintenance of older acquisitions will drive up the costs too high without significant investment in new plant and equipment, thus decreasing corporate profits and revenues to continue our growth strategy on schedule.

(m)

The Company will require significant additional funds to complete its business plan, especially the acquisition of theme parks. As a result of these financial requirements, and even if the Company were able to issue securities to purchase theme parks, the issuance of additional securities for financing or acquisition purposes could materially dilute present shareholders and subscribers in this Offering.

4.6 Receipt and Understanding of this Agreement; No Reliance on other Information . The Purchaser acknowledges he has received a copy of this Agreement, has read it in its entirety and understands the risks involved in the purchase of the Units. Further, in purchasing the Units, the Purchaser hereby represents and warrants that he is purchasing the Units solely based upon the information provided to him in this Agreement, and has not relied upon any other information.

4.7 Binding Agreement. The Purchaser hereby acknowledges and agrees, subject to any applicable state securities laws that the subscription and application hereunder are irrevocable, that the Purchaser is not entitled to cancel, terminate or revoke this Agreement and that this Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the Purchaser and his heirs, executors, administrators, successors, legal representatives, and assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several, and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives, and assigns.

4.8 Compliance with Exchange Act . Purchaser is aware of, and shall comply, to the extent applicable, with Sections 13(d) and Section 16 of the Securities and Exchange Act 1934, as amended and all regulations promulgated by the SEC thereunder. Purchaser understands that these regulations may require the Purchaser to file certain statements and/or reports regarding their ownership of the Company's securities and that the failure to so file may subject the Purchaser to civil or criminal penalties.

ARTICLE V

CONDITIONS TO OBLIGATION TO CLOSE

5.1 Conditions to Obligation of the Purchasers . The obligation of each Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(a) The representations and warranties set forth in Article III above shall be true and correct in all material respects;

(b) All actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Purchasers; and

(c) The Company shall have performed all obligations under this Agreement which are to be performed prior to or on the Closing Date.

(d) The Purchasers may waive any condition specified in this Section 5.1, if it executes a writing so stating at or prior to the Closing and shall be deemed to have so waived all conditions if it elects to proceed with the Closing.

5.2 Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(a) The representations and warranties set forth in Article IV above shall be true and correct in all material respects;

(b) All actions to be taken by the Purchasers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company; and

(c) The Purchasers shall have performed all obligations under this Agreement which are to be performed prior to the Closing Date.

(d) The Company may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to the Closing and shall be deemed to have so waived all conditions if it elects to proceed with the Closing.

ARTICLE VI

COVENANTS OF THE COMPANY AFTER CLOSING

6.1 Reservation of Shares . The Company shall at all times have authorized and reserved, for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the issuance of Conversion Shares

6.2 Financial Statements . The Company shall maintain a system of accounts in accordance with GAAP, keep full and complete financial records, and furnish to each of the Purchaser copies of all filings that the Company makes with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended. In the event that the Company ceases to be a reporting company under the Exchange Act, then it will deliver to Purchaser the following reports: (a) Within 100 days after the end of each fiscal year, an audited balance sheet of the Company as at the end of such year, together with an audited income statement and other related audited statements of operations and cash flows of the Company for such year, examined and reported upon by an accounting firm reasonably acceptable to the Purchaser, prepared in accordance with GAAP consistently applied; and

(b) Within 50 days after the end of each fiscal quarter, unaudited balance sheets and statements of operations and cash flows of the Company, such balance sheets to be as of the end of such quarter and such statements of operations and cash flows to be both for the year-to-date period as of the end of such quarter and for the quarter prepared in accordance with GAAP consistently applied, certified by the Chief Executive Officer and Chief Financial Officer of the Company, together with comparisons of actual results versus the budgeted results and the results for the comparable periods in the preceding fiscal year and a brief written discussion and analysis by management of such financial statements and an explanation for any significant variances therein.

6.3 Inspection and Visitation Rights . The Purchaser shall have the right to inspect the books and records of the Company, and visit the Company's premises, at reasonable times on reasonable notice.

6.4 Registration Rights for Shares, Conversion Shares . (a) The Company agrees to file a registration statement on Form SB-2 (or on an alternative available form if the Company is not eligible to file a Form SB-2) with the Securities and Exchange Commission within 45 days of the Final Closing Date set forth in Section 2.3, above, to provide for the resale by the Purchasers of the Shares and the Conversion Shares under the federal securities laws and applicable blue sky laws and regulations (the “Registration Statement”). The Registration Statement shall also cover the resale of any Additional Shares issued pursuant to Section 6.5 of this Agreement and any shares of Common Stock issuable pursuant to the anti-dilution provisions of the Warrants. Any such Registration Statement shall be at the cost and expense of the Company, except for fees of counsel to the Purchasers and any underwriting or sales commissions with respect to Shares and Conversion shares. The Company agrees to use its best efforts to have the Registration Statement declared effective by the Securities and Exchange Commission as soon as possible, but in no event later than 120 days from the Final Closing Date. The Company further agrees to use its best efforts to maintain the effectiveness of such Registration Statement for at least the earlier of (i) the two (2) years from the effective date of the Registration Statement or (ii) the date that the Shares and Conversion Shares may be sold by the Purchasers under Rule 144(k) without any volume limitation. The Company shall provide the Purchasers with such numbers of prospectuses as the Purchasers may reasonably request in connection with the sale of any shares pursuant to the Registration Statement.

(b) The rights and obligations of the Company and Purchasers with respect to such registration shall be governed by the Registration Rights Agreement entered into between the Company and Purchasers, the form of which is attached as Exhibit B to this Agreement. The Registration Rights Agreement, inter alia , limits the amount of registered shares that a shareholder may sell in a specific time period.

(c) In the event that the Company fails to file the Registration Statement as contemplated in paragraph (a) above, or the Registration Statement is not declared effective by the Securities and Exchange Commission by the date specified in paragraph (a) above, then the Purchasers, or any of them, shall be entitled to a cash payment from the Company equal to two (2%) percent of the Subscription Price for each 30 day period that the Company has failed to comply with its obligation set forth herein until such default is cured, which cash penalty shall be reduced pro rata for any period of less than 30 days.

(d) All Stock and Warrants issued pursuant to this Agreement shall be adjusted to reflect any stock splits, reclassifications, or dividends.

(e) Included in the above referenced Registration Statement shall be not more than 1,000,000 shares of common stock of the Company issued prior to this Agreement (“Previously Issued Stock”). Sub-Sections (b) and (c), immediately above shall not be applicable to Previously Issued Stock, whereas Sub-Section (d) and the provisions of the Registration Rights Agreement limiting the amount of stock which may be sold within a specific time period shall be applicable to Previously Issued Stock. The directors and officers of the Company shall have agreed to a lock-up agreement on or prior to the initial closing in a form satisfactory to the Selling Agent whereby such persons shall agree not to resell any shares of common stock pursuant to the Registration Statement for a period commencing on the date hereof and ending on a date which is ninety (90) days from the date that the Registration Statement is declared effective by the Securities and Exchange Commission.

(f) The Company shall not issue any Preferred Stock for a period of two (two) years from the date of this Agreement, and thereafter for a period of three (3) years only with the consent of First Montauk Securities Corp. The rights and obligations of the Company and Purchasers with respect to such registration shall be governed by the Registration Rights Agreement entered into between the Company and Purchasers, the form of which is attached as Exhibit B to this Agreement.

6.5 Anti-Dilution Protection . (a) During the period commencing on the Initial Closing Date and expiring on the ninetieth (90 ^th ) day following the date that the Securities and Exchange Commission declares the Registration Statement effective (the “Anti-Dilution Period”), if the Company sells or issues additional shares of Common Stock, or any securities convertible into Common Stock, with a purchase, exercise or conversion price of less than the Share Issue Price (which shall initially be $0.25, as adjusted for stock splits, stock dividends and the like), with certain exceptions set forth below, than (i) the Company shall promptly issue to each Purchaser in the Offering additional shares of Common Stock (“Additional Shares”) and (ii) the Exercise Price of the Warrants will be adjusted as described in the Warrant Certificates.

(b) The number of Additional Shares of Common Stock issuable to each Purchaser shall be equal to the product of (A) the number of Shares purchased by such Purchaser in this Offering and (B) the quotient obtained from the following equation: ($0.25 ¸ Share Anti-dilution Price) minus (C) the number of Shares purchased by such Purchaser in this Offering. The Share Anti-dilution Price shall be equal to the per share price of the Common Stock subsequently issued by the Company during the Anti-Dilution Period or the effective conversion or exercise price of the convertible securities subsequently issued by the Company during the Anti-Dilution Period. The number of Additional Shares issued to each Purchaser pursuant to this Section 6.5 will be rounded down to the nearest whole share, and no fractional shares will be issued.

(c) Notwithstanding the foregoing, the following issuances by the Company shall not result in either any issuance of Additional Shares of Common Stock to Purchasers in the Offering or any adjustment to the Exercise Price of the Warrants: (i) upon the exercise or conversion of any warrants, options or convertible securities issued and outstanding as of the date hereof; and (ii) upon the exercise of the Placement Agent Warrants.

(d) Within 15 days following any transaction by the Company which would result in the Purchasers in the Offering being entitled to Additional Shares of Common Stock hereunder, the Company shall provide written notice of such transaction to each Purchaser of the terms of such transaction and shall, within 30 days of consummation of such transaction, deliver share certificates to the Purchasers representing any Additional Shares.

6.6 . Right of First Offer to Montauk . In conjunction with this Agreement, the Company has granted to First Montauk Securities Corp, as the Selling Agent, a right of first offer, whereby, for any equity or equity linked private financing for the Company consummated within twelve (12) months after the Final Closing during the Offering Period (Section 2.4(b) above), First Montauk Securities Corp, as the selling agent, shall have the right of first offer to purchase all or part of any such private financing or to offer the private financing to its investors.

ARTICLE VII

MISCELLANEOUS

7.1 Survival . The representations and warranties set forth in Articles III and IV hereof shall survive the Closing. No investigation made by or on behalf of either party shall affect the representations and warranties made pursuant to this Agreement.

7.2 Expenses . Except as otherwise specified in this Agreement, each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated hereby, including fees and expenses of its own brokers, finders, financial consultants, accountants and counsel; provided, however, the Company shall pay to the Selling Agent’s counsel a fee of $10,000 payable on the Closing Date.

7.3 Entire Agreement . This Agreement, including the Exhibits and the Disclosure Schedules, if any, contains the entire agreement and understanding of the parties with respect to its subject matter. This Agreement supersedes all prior arrangements and understandings between the parties, both written and oral, with respect to its subject matter.

7.4 Parties in Interest . The Agreement shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that nothing in this Agreement, expressed or implied, is intended to confer upon any other Person any rights, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Agreement.

7.5 Assignment . No party hereto may assign any of its rights or obligations hereunder to any other Person, without prior written consent of the other parties.

7.6 Notices . All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally or by overnight courier or, on the third (3rd) business day after mailing if mailed by prepaid registered or certified mail (return receipt requested), addressed as follows:

(a)

If to Company, to: Larry Eastland, Pres & CEO

Great American Family Parks, Inc

222 East State Street

P.O. Box 1400

Eagle Idaho, 83616

(b) If to the Purchaser, at the address set forth on the signature page below or on the Registry of Subscribers maintained by the Company, appended as Schedule “A” hereto.

7.7 Captions . The table of contents and captions contained in this Agreement are for reference purposes only and is not part of this Agreement.

7.8 Counterparts . This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement.

7.9 Separate Counsel . The Purchaser hereby expressly acknowledges that he has been advised that he has not been represented by counsel to the Company or the Selling Agent in this matter and has been advised and urged to seek separate legal counsel for advice in this matter.

7.10 Governing Law; Jurisdiction and Venue . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws thereof.

IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed by their signature as natural persons or by individuals by their duly authorized officers as of the date first written above.

GREAT AMERICAN FAMILY PARKS, INC.

By: ________________________

Name: Larry L. Eastland,

Title: President & CEO

Telephone No: (208) 342-8888

Fax No: (208) 938-4111

[FORM: SUBSCRIBER SIGNATURE PAGE]

THE UNDERSIGNED HEREBY SUBSCRIBES FOR:

_________________UNITS at a price of $0.25 Per Unit for a total Subscription Price of $___________________________.

INDIVIDUALS:

_______________________________

Signature

Print Name: _____________________________

Address:

________________________________

Mailing Address:

____________________________________

Fax No:

Telephone Number:

[FORM: CORPORATIONS, TRUSTS AND ENTITIES SIGNATURE PAGE]

CORPORATION/ENTITY NAME:

_________________________________

Signature of Authorized Officer/Representative: By:______________________________

Print Name:

Title:

Address:

________________________________

Mailing Address:

____________________________________

Fax No:

Telephone Number:

Schedule A

REGISTRY OF SUBSCRIBERS

Unit Sales Agreement of Great American Family Parks, Inc.

________________________________________________________________

Name/Address	Subscription Amount	Units ($0.25 per Unit)

EXHIBIT “A”

Form of Warrant

EXHIBIT “B”

Form of Registration Rights Agreement

Exhibit “C” Synopsis of the Company

Exhibit “D”

Audited Financial Statement, for the year ended Dec. 31, 2002.

Exhibit “E” UnAudited Financial Statement, for the year ended Dec. 31, 2003

Exhibit “F” Summary of Income Statements and Balance Sheets for 2002 and 2003

EXHIBIT 4.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR GREAT AMERICAN FAMILY PARKS, INC. (THE “COMPANY”) SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

SERIES A COMMON STOCK PURCHASE WARRANT

Expires _________, 2009

No.:

Number of Shares _________

Date of Issuance: _______, 2004

Issuance . In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by Great American Family Parks, Inc., a Nevada corporation (the “Company”) ___________ or his registered assigns (the “Holder”) having an address at ________________________ is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on ____, 2009 (the “Expiration Date”), ______________________ (_________) fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, stated value $.001 per share (the “Common Stock”), at an exercise price (the “Exercise Price”) per share equal to $0.30. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

Exercise of Warrants . Except as provided in Section 4 below, exercise of the purchase rights represented by this Warrant may be made at any time or times, before the 5:00 P.M. New York City time on the Expiration Date, or such earlier date on which this Warrant may terminate as provided in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of an amount of consideration therefor payable by certified check or cashier's check or by wire transfer to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares purchased. This Warrant may be exercised in whole or in part and such exercise shall be accompanied by written notice from the Holder of this Warrant showing the number of Warrant Shares with respect to which rights are being surrendered thereunder (the “Surrendered Shares”) and the net number of shares of Common Stock to be issued after giving effect to such surrender. The Company shall cancel this Warrant with respect to any Surrendered Shares. In the event of an exercise of this Warrant in accordance with this Section 2, the Holder shall be entitled to receive a certificate for the number of shares of Common Stock so purchased.

Reservation of Shares . The Company hereby covenants that at all times during the term of this Warrant there shall be reserved a sufficient number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”). The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

Charges, Taxes and Expenses . Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Loss, Theft, Destruction or Mutilation of Warrant . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

Adjustments of Exercise Price and Number of Warrant Shares . The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following.

8.1

In case the Company shall (i) declare or pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment.

8.2

Adjustment Upon Issuances below the Exercise Price .

(a) For the purposes of this Section 8.2, the period of time commencing on the date hereof and ending on the 90th day following the effective date of the registration statement covering the resale of the Warrant Shares shall be referred to herein as the “Anti-Dilution Period”. During the Anti-Dilution Period, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 8.2. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up or down to the nearest cent.

(b) Adjustment of Exercise Price.

(i) If and whenever the Company issues or sells, or in accordance with Section 8(b)(ii)(B) hereof is deemed to have issued or sold, any shares of Common Stock for a consideration per share of less than the then the Exercise Price or for no consideration (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”), then, the Exercise Price shall be reduced to be equal to the Base Share Price.

(ii) Effect on Exercise Price of Certain Events . For purposes of determining the adjusted Exercise Price under Section 8.2 hereof, the following will be applicable:

(A) Issuance of Rights or Options . If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities exercisable, convertible into or exchangeable for Common Stock (“ Convertible Securities ”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “ Options ”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price, then the Exercise Price shall be reduced to equal the price per share for which Common Stock is issuable upon the exercise of such Options. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(B)

Issuance of Convertible Securities . If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the Exercise Price, then the Exercise Price shall be reduced to equal the price per share for which Common Stock is issuable upon the conversion of such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.

(C)

Change in Option Price or Conversion Rate . If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(D)

Calculation of Consideration Received . If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

(iii) Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

(c) Excluded Stock. Notwithstanding anything to the contrary contained herein, no adjustment to the Exercise Price will be made pursuant to Section 8.2 of this Warrant (i) upon the exercise or conversion of any warrants, options or convertible securities issued and outstanding as of the date hereof, including this Warrant and (ii) upon the exercise of the Placement Agent Warrants.

8.3

Merger, Consolidation or Disposition of Assets . In case the Company shall consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“ Other Property ”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 8.3. For purposes of this Section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section shall similarly apply to successive mergers, consolidations or disposition of assets.

8.4

An adjustment made pursuant to this Section 8 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Notices of Corporate Action and Adjustment .

(a) If at any time:

(i)

the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or

(ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or

(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (A) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (Bi) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (Y) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (Z) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up.

(b)

Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted as herein provided, then the Company shall provide prompt written notice to the Holder (by registered or certified mail or overnight courier service) of such adjustment or adjustments, which notice shall set forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment and setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of such adjustment.

(c)

Each written notice provided hereunder shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with the provisions of this Warrant.

10.

Transfer to Comply with the Securities Act; Registration Rights .

This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Company agrees to grant the registration rights set forth in the Unit Purchase Agreement dated as of the same date of this Warrant.

11.

Transfer, Division and Combination . Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 11, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 11. The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

12.

Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days after the date of deposit in the United States mails. The addresses for such communications shall be with respect to the Holder of this Warrant or of Warrant Shares issued pursuant hereto, addressed to such Holder at its last known address or facsimile number appearing on the books of the Company maintained for such purposes, or with respect to the Company, addressed to:

INSERT COMPANY ADDRESS

or to such other address or addresses or facsimile number or numbers as any such party may most recently have designated in writing to the other party hereto by notice given in accordance with this Section. Copies of notices to the Company shall be sent to Great American Family Farks, Inc., 222 East State Street, Suite B, Eagle, Idaho, USA 83616 or such other address as is given by Great American Family Parks, Inc.

13.

Supplements and Amendments; Whole Agreement; Waivers . This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant of even date herewith contain the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the expiration date of this Warrant.

14.

Governing Law . This Warrant shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

15.

Counterparts . This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

16.

Descriptive Headings . Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

17.

Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

18.

Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

19.

Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date first-above written.

Great American Family Parks, Inc.

By:

____________________________________

Name: Larry L. Eastland

Title: President & CEO

NOTICE OF EXERCISE OF WARRANT

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant certificate dated as of ___________, to purchase __________ shares of the Common Stock, stated value $0.001 per share, of Great American Family Parks, Inc. and tenders herewith payment.

By certified check, cashier's check or wire transfer of $______________.

Number of Warrant Shares Surrendered for Cancellation:____________________

Number of Warrant Shares to be Issued:__________________________________

In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer sell or otherwise dispose of any such shares of Common Stock, except under circumstances that will not result in a violation of the United States Securities Act of 1933, as amended, or any foreign or state securities laws.

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

_______________________________

(Name)

_______________________________

(Address)

_______________________________

By: __________________________________

Name: Larry L. Eastland

Dated:______________________

Exhibit 4.3

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement” ) is made and entered into as of ____________, 2004, by and among Great American Family Parks, Inc., a Nevada corporation (the “Company” ), and the investors signatory hereto (each a “Investor” and collectively, the “Investors” ).

This Agreement is made pursuant to the Unit Purchase Agreement, dated as of the date hereof among the Company and the Investors (the “Purchase Agreement” ).

The Company and the Investors hereby agree as follows:

Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Common Stock” means the shares of common stock, par value $.001, of the Company.

“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) or 2(b) is first declared effective by the Commission.

“Effectiveness Date” means: (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a) to cover the resale by the Holders of the Registrable Securities, the earlier of: (a)(i) the 120 ^th calendar day following the Final Closing Date; provided , that, if the Commission reviews and has written comments to the filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (a)(i) shall be the 150 ^th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the earlier of: (i) the 90 ^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section; provided , that, if the Commission reviews and has written comments to such filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (b)(i) shall be the 120 ^th calendar day following the date that the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a) to cover the resale by the Holders of the Registrable Securities, the 45 ^th calendar day following the Closing Date, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the 30 ^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means the Shares, all of the Shares of Common Stock issuable upon exercise in full of the Warrants, shares of Common Stock issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shrares or the Warrants or pursuant to the anti-dilution provisions of the Purchase Agreement and any anti-dilution provisions contained in the Warrants.

“Registration Statement” means the initial registration statement required to be filed in accordance with Section 2(a) and any additional registration statement(s) required to be filed under Section 2(b), including (in each case) the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statements.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Holder Questionnaire” shall have the meaning set forth in Section 2(d).

“Shares” means the shares of Common Stock issued or issuable to the Investors pursuant to the Purchase Agreement.

“Subscription Price” means the aggregate amount paid by a Purchaser for the Shares and Warrants pursuant to the Purchase Agreement.

“Warrants” means the Series A Common Stock Purchase Warrants issued to the Investors pursuant to the Purchase Agreement.

Registration.

(a)

On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) two years after the Effective Date, (ii) at such time as all of the Registrable Securities have been publicly sold by the Holders, or (iii) at such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the “Effectiveness Period” ).

(b)

If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30 ^th calendar day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-B2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-B2, in which case such registration shall be on another appropriate form for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 90 ^th calendar day following the date on which the Company becomes aware that such Registration Statement is required under this Agreement (each such 90 ^th calendar day, the “Effectiveness Date” for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period.

(c)

If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period is exceeded, being referred to as “Event Date” ), then, in addition to any other rights available to the Holders under the Transaction Documents or under applicable law on each such Event Date and each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the Subscription Price paid by each Holder for each 30 day period that the Company has failed to comply with its obligations set forth herein. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event.

(d)

Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire” ). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) hereof to such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least one Trading Day prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration Procedures

In connection with the Company's registration obligations hereunder, the Company shall:

(a)

Not less than four Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to the Holders copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed which documents will be subject to the review of such Holders. Except as provided under Section 2(d), the Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto that does not contain the disclosure listing such Holder as a “Selling Stockholder” as provided to the Company by such Holder in accordance with Section 2(d).

(b)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that would not result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(c)

Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)

Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)

Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished) promptly after the filing of such documents with the Commission.

(f)

Promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(g)

Prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided , that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the Company to any material tax in any such jurisdiction where it is not then so subject.

(h)

Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)

Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

Indemnification .

(a)

Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)

Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d)

Contribution . If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Miscellaneous

(a)

Remedies . In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)

No Piggyback on Registrations . Except as and to the extent specified in Schedule 6(b ) of the Disclosure Schedule to the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders. Except as and to the extent specified in Schedule 6(b ) of the Disclosure Schedule to the Purchase Agreement, the Company has not previously entered into any agreement granting any registration rights with respect to any of its securities to any Person which have not been fully satisfied.

(c)

Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(d)

Discontinued Disposition . Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice” ) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(e)

Piggy-Back Registrations . If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights.

(f)

Amendments and Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investors holding a majority of the Registrable Securities. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(g)

Notices . All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally or by overnight courier or, on the third (3rd) business day after mailing if mailed by prepaid registered or certified mail (return receipt requested), addressed as follows:

(a)

If to Company, to Great American Family Parks, Inc., 222 East State Street, Suite B, Eagle, Idaho, USA 83616.

(b) If to the Purchaser, at the address set forth on the signature page below or on the register of the Company.

(h)

Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

(i)

Execution and Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j)

Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(k)

Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l)

Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m)

Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(n)

Independent Nature of Investors' Obligations and Rights . The obligations of each Investor hereunder is several and not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor hereunder. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made independently of any other Investor. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any Proceeding for such purpose.

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SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GREAT AMERICAN FAMILY PARKS, INC.

By: ________________________

Name: Larry L. Eastland

Title: President & CEO

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF INVESTOR TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

[INVESTOR]

By:_____________________________________

Name:

Title:

Address for Notice:

Facsimile No.:

Attn:

Annex A

Plan of Distribution

The Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

to cover short sales made after the date that this Registration Statement is declared effective by the Securities and Exchange Commission;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the purchasers.

Each Selling Stockholder has represented and warranted to the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. The Company has advised each Selling Stockholder that it may not use shares registered on this Registration Statement to cover short sales of Common Stock prior to the date on which this Registration Statement shall have been declared effective by the Securities and Exchange Commission. If a Selling Stockholder use this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder promulgated, including without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective shares under this Registration Statement.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the Common Stock. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Annex B

GREAT AMERICAN FAMILY PARKS, INC.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, $.001 par value per share (the “ Common Stock ”) and Series A Warrants (the “ Warrant s”) of Great American Family Parks, Inc. (the “ Company ” or the “ Registrant ”), (the “ Registrable Securities ”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-B2 (the “ Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of _____________, 2004 (the “ Registration Rights Agreement ”), between the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “ Selling Securityholder ”) of Registrable Securities hereby requests that the Company include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Securityholder

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly you indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

(d)

Full Legal Name of DTC participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held (enter N/A if not applicable):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

(a)

Type and Principal Amount of Registrable Securities beneficially owned:

4. Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes

Note:

If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b)

Are you an affiliate of a broker-dealer?

Yes

(c)

If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes

Note:

If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a)

Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

Legal Proceeds with the Company:

Is the Company a party in any pending legal proceeding in which you are named as an adverse party?

Yes ______

No ________

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Beneficial Owner:

By:

Name:

Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Exhibit 4.4

________________________

Memorandum No.

SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

GREAT AMERICAN FAMILY PARKS, INC.

UNIT Offering

Offering Price $0.30 per UNIT

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE DILUTION AND MAY BE PURCHASED ONLY BY PERSONS WHO QUALIFY AS “ACCREDITED INVESTORS” UNDER RULE 501 (a) OF REGULATION D UNDER THE SECURITIES ACT.

THIS DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER COMMISSION OR REGULATORY AUTHORITY, AND HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF ANY STATES NOR HAS ANY SUCH COMMISSION, AUTHORITY OR ATTORNEY GENERAL DETERMINED WHETHER IT IS ACCURATE OR COMPLETE OR PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

____________________________

Placement Agent:

First Montauk Securities Corp.

CONFIDENTIAL SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE

THIS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE SECURITIES OF GREAT AMERICAN FAMILY PARKS, INC. (THE “COMPANY”) IN CONNECTION WITH THE PROPOSED PRIVATE PLACEMENT OFFERING (“OFFERING”) OF UNITS, COMPRISED OF SHARES OF COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS OF THE COMPANY AS DESCRIBED IN THE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM DATED AS OF APRIL 11, 2005 (THE “MEMORANDUM”).

THIS MATERIAL DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THIS OFFERING WILL BE MADE SOLELY PURSUANT TO THE TERMS AND CONDITIONS OF THE MEMORANDUM WHICH CONTAINS MATERIAL INFORMATION REQUIRED TO BE REVIEWED IN CONNECTION WITH ANY INVESTMENT DECISION. ALL TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE MEMORANDUM.

INSTRUCTIONS:

Items to be delivered by all Investors:

One (1) completed and executed Subscription Agreement and Investor Questionnaire.

One Completed Registration Rights Agreement Signature Page (unless executed by Placement Agent on Investor’s behalf – see Section I below).

Payment in the amount of subscription, by wire transfer of funds or check. All checks should be made payable to “SIGNATURE BANK AS ESCROW AGENT FOR GREAT AMERICAN FAMILY PARKS”

For Information and Wire Transfer Instructions:

Placement Agent:

First Montauk Securities Corp.

Parkway 109 Office Center

328 Newman Springs Road

Red Bank, New Jersey 07701

Tel.: (732) 842-4700

Attention: Angela Metelitsa

THE SUBSCRIBER IS RESPONSIBLE FOR ALL WIRE TRANSFER FEES.

The Units, Shares of Common Stock (“Shares”) and Common Stock Purchase Warrants ( “Warrants and together with the Units and Shares referred to as the “Securities”) of the Company, as well as the terms of the Offering, which are described in the Memorandum are being offered without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state or any other jurisdiction, in reliance on the exemption contained in Section 4(2) of the Act and Regulation D promulgated thereunder and on similar exemptions under applicable state laws. Under Regulation D of the Act and/or certain state laws, the Company is required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an “investing entity” meets certain suitability requirements before selling Securities to such individual or entity. You understand that the Company will rely upon the following information to determine whether you meet such suitability requirements.

THE COMPANY WILL NOT SELL SECURITIES TO ANY SUBSCRIBER WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, EXECUTED AND HAND DELIVERED THIS QUESTIONNAIRE. IN THE CASE OF AN SUBSCRIBER THAT IS A PARTNERSHIP, TRUST, CORPORATION OR OTHER ENTITY, AN AUTHORIZED OFFICER, OR GENERAL PARTNER OR EACH EQUITY OWNER OR BENEFICIARY, AS APPLICABLE, MUST COMPLETE THIS QUESTIONNAIRE. This questionnaire is merely a request for information and does not constitute an offer to sell or a solicitation of an offer to buy the Units. No sale will occur prior to the acceptance of any subscription by the Company and the Placement Agent. The Company and First Montauk Securities Corp., as Placement Agent, reserve the right to reject any subscription for any reason or to accept subscriptions for less than the minimum subscription of $25,000 (83,333 Units). The Company and First Montauk Securities Corp. will promptly return any money without interest to a subscriber whose subscription is rejected in whole or in part as the case may be. Subscribers should also understand that they may be required to furnish additional information to the Company.

The Units are being offered by the Company through First Montauk Securities Corp., as Placement Agent. The purpose of this Questionnaire and the Supplemental Subscription Document is to determine whether you meet certain standards, because the Units will not be registered under the Act and will be sold only to persons who are “Accredited Investors,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Act. The Units are sometimes referred to as the “Securities.”

Your answers will be kept confidential. At all times, however, you hereby agree that the Company may present this Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and the sale of the Units to you will not result in violations of federal or state securities laws which are being relied upon by the Company in connection with the offer and sale thereof and as otherwise required by law or any regulatory authority.

Please type or clearly print your answers, and state “none” or “not applicable” when appropriate. Please complete Section A and each other section you are requested to complete in Question A3. If there is insufficient space for any of your answers, please attach additional pages. If the Units are to be owned by more than one individual or by a corporation or partnership, you may need extra copies of this Questionnaire. You may use photocopies or request extra copies from the Company or the Placement Agent.

SECTION A: SUBSCRIBER Information

A1.

Name(s) of SUBSCRIBER(s):

__________________________________________

A2.

Principal Amount of Units

Subscribed for:

$_________________

(Minimum Subscription

is 83,333 Units ($25,000)

at $0.30 per Share)

A3.

Manner of Ownership of Securities.

_____

One Individual

Please complete Section A, B and C.

_____

Husband and Wife

Tenants by the Entirety

Please have one spouse complete Sections A, B and C. Please have both spouses complete Section C.

_____

Tenants in Common

Please have each individual separately complete Sections A, B and C.

_____

Joint Tenants with Right

Please have each individual separately complete

of Survivorship - Two or

Section A, B and C.

more Individuals

(but not husband and wife)

_____

Corporate/LLC Ownership

Please complete Section A, B, D and, if applicable, E and F for the corporation. If the corporation does not qualify as an “accredited investor” on its own, please have each person who owns an equity interest in the corporation separately complete Sections B and, if applicable, C, D, E and F.

_____

Partnership Ownership

Please complete Sections A, B and D, and have each general partner and limited partner separately complete Sections B, C, D, E and F, if applicable.

_____

Trust Ownership

Please complete Sections A, B and F, if applicable, and have each beneficiary and trustee of the trust separately complete Sections B, C, D, E and F, if applicable.

NASD Affiliation . Please state whether you or any of your associates or affiliates (which includes your spouse, in-laws and children or parents): (i) are a member or a person associated (including as an employee, officer, director, partner) with a member of the National Association of Securities Dealers, Inc. (the “NASD”), (ii) are an owner of stock or other securities of an NASD member, (iii) has made a subordinated loan to any NASD member, or (iv) a relative or member of the same household of any person meeting the description set forth in clauses (i) through (iii) above.

_______

Yes

If you marked yes above, please briefly describe the NASD relationship below:

______________________________________________________________________________

SECTION B: ACCREDITED INVESTOR STATUS

B1.

Please check one or more of the following definitions of “accredited investor,” if any, which applies to you. If none of the following applies to you, please leave blank.

_____ (a)

A Bank as defined in Section 3 (a) (2) of the Act, or any savings and loan association or other institution as defined in Section 3 (a) (5) (A) of the Act whether acting in its individual or fiduciary capacity;

______ (b)

Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”);

______ (c)

An insurance company as defined in Section 2(13) of the Act;

______ (d)

An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

______ (e)

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

______ (f)

A plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

______ (g)

Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;

______ (h)

A Private Business Development Company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

______ (i)

An organization described in Section 501(c) (3) of the Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

______ (j)

A natural person whose individual net worth,* or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000;

______ (k)

A natural person who had an individual income** in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

______ (l)

A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b) (2) (ii) of Regulation D;

______ (m)

Any entity in which all of the equity owners are Accredited Investors. ***

____________________________

For purposes hereof net worth shall be deemed to include ALL of your assets, liquid or illiquid (including such items as home, furnishings, automobile and restricted securities) MINUS any liabilities (including such items as home mortgages and other debts and liabilities).

For purposes hereof the term “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income.” For Subscribers who are salaried employees, the gross salary of such Subscribers, minus any significant expenses personally incurred by such Subscriber in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes hereof. For Subscribers who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.

***

If the Subscriber intends to qualify under (m), then all owners of the entity must complete a Subscription Agreement as an individual.

SECTION C: INDIVIDUAL INFORMATION

C1.

General Information

Name: __________________________________________________________________

Age: ____________________

Social Security Number: ______________________

Marital Status: ____________

Spouse’s Name: _____________________________

If the Securities are to be owned by two or more individuals (not husband and wife), are you related to any other co-owner(s)?

_______

Yes

If Yes, please explain the relationship(s):

______________________________________________________________________________

C2.

Principal Residence

Address:

____________________________________________________________

Number

Street

____________________________________________________________

City

State

Zip Code

____________________________________________________________

Country

Mailing Address (if other than Principal Residence above):

____________________________________________________________

Number

Street

____________________________________________________________

City

State

Zip Code

____________________________________________________________

Country

Telephone Number: ____________________

Facsimile Number: ____________________

C3.

Current Employment or Business Activity:

Company Name: __________________________________________________________

Address: _________________________________________________________________

Number

Street

__________________________________________________________________

City

State

Zip Code

Principal Business: _________________________________________________________

Position and Title: __________________________________________________________

Years Employed at Current Position: ___________________________________________

C4.

Education:

Please describe your business or professional education or training, listing any schools you have attended and degrees you have received.

Degrees

Dates

School

Major (if any)

__________

_____________________________

__________________

__________

_____________________________

__________________

__________

_____________________________

__________________

C5.

Net worth, inclusive of the net worth of your spouse and the value of your principal residence, furnishings therein and personal automobile and other assets (IT IS IMPORTANT THAT YOU CHECK THE HIGHEST APPLICABLE AMOUNT) exclusive of any liabilities:

( ) below $249,999

( ) $250,000 to $349,999

( ) $350,000 to $699,999

( ) $700,000 to $799,999

( ) $800,000 to $1,000,000

( ) $1,000,000 to $1,249,999

( ) over $1,250,000

C6.

Net worth: Your net worth, inclusive of the net worth of your spouse and excluding the value of your principal residence, furnishings therein and personal automobiles and exclusive of any liabilities:

( ) below $249,999

( ) $250,000 to $349,999

( ) $350,000 to $699,999

( ) $700,000 to $799,999

( ) $800,000 to $1,000,000

( ) $1,000,000 to $1,249,999

( ) over $1,250,000

C7.

Indicate (a) your individual income from all sources for the calendar years 2002 and 2003 and estimated income for 2004 or (b) your joint income with your spouse from all sources for the calendar years 2002 and 2003 and estimated income for 2004 (it is important that you check the highest applicable amount):

(a)

individual income:

$200,000

$300,000

$400,000

$500,000

and

$299,000

$399,000

$499,000

over

2002

________

_________

2003

________

_________

2004

________

_________

(b)

joint income:

$200,000

$300,000

$400,000

$500,000

and

$299,000

$399,000

$499,000

over

2002

________

_________

2003

________

_________

2004

________

_________

C8.

Investment experience:

(a)

The frequency with which you invest in marketable securities is:

( ) often

( ) occasionally

( ) never

(b)

The frequency with which you invest in unmarketable securities (such as private placement offerings) is:

( ) often

( ) occasionally

( ) never

(c)

Have you previously participated in private placement offerings in the last 5 years?

_______

Yes

(d)

If you answered “yes” to (c) above, state the private placements in which you participated in the last 5 years.

Amount

Name of

Year

Invested

Entity

1999

$________

_______________________

2000

$________

_______________________

2001

$________

_______________________

2002

$________

_______________________

2003

$________

_______________________

2004

$________

_______________________

C9.

(a)

Have you been afforded an opportunity to investigate the Company and review relevant factors and documents pertaining to the officers, directors and the Company and its business and to ask questions of a qualified representative of the Company regarding this investment and the properties, operations, and methods of doing business of the Company?

_______

Yes

(b)

Do you understand the nature of an investment in the Company and the risk associated with such an investment?

_______

Yes

(c)

Do you understand that there is no guarantee of any financial return on this investment?

_______

Yes

(d)

Do you understand that this investment is not liquid?

_______

Yes

(e)

Do you have adequate means of providing for your current needs and personal contingencies in view of the fact that this is not a liquid investment?

_______

Yes

(f)

Are you aware of the Company’s business affairs and financial condition, and have you acquired all such information about the Company as you deem necessary and appropriate to enable you to reach an informed and knowledgeable decision to acquire the Units?

_______

Yes

(g)

Do you have a “pre-existing relationship” with the Company or any of its officers, directors or controlling person?

_______

Yes

(For purposes hereof, “Pre-existing relationship” means any relationship consisting of person or business contacts of a nature and duration such as would enable a reasonable prudent Subscriber to be aware of the character, business acumen, and general business and financial circumstances of the person with whom such relations exists.)

If so, please name the individual or other person with whom you have a pre-existing relationship and describe the relationship:

______________________________________________________________________________

SECTION D: CORPORATE OFFEREES OR PARTNERSHIP OFFEREES OR LIMITED LIABILITY COMPANIES

Dl.

General Information

Legal name of Corporation. LLC or Partnership

________________________________________________________________________

Fictitious name (d/b/a): _____________________________________________________

________________________________________________________________________

State or Place of Formation: _________________________________________________

Date of Formation: ________________________________________________________

If Partnership, type:

______ General

______ Limited

Federal I.D. Number: ______________________________________________________

Fiscal Year Ends: _________________________________________________________

Number of Equity Owners: _________________________________________________

Name and Title of Authorized Person Executing Questionnaire:

________________________________________________________________________

D2.

Business Address: _________________________________________________________

If Partnership, type:

______ General

______ Limited

Mailing Address (if different): ________________________________________________

Telephone Number: ( )

Facsimile Number: ( )

D3.

Name of Primary Bank: ______________________________________________________

Address: __________________________________________________________________

Telephone Number: ( )

Account Type and Number: ___________________________________________________

Person Familiar with your Account: _____________________________________________

Was the corporation or partnership formed for the specific purpose of purchasing Securities in the Offering?

_______

Yes

Check if applicable to the corporation:

Subchapter S________

Professional________

D4.

The undersigned represents and warrants as follows:

(a)

The corporation, llc or partnership, as the case may be, has been duly organized (if a partnership) is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to enter into the transactions contemplated by the Subscription Agreement;

(b)

(i)

The officers or partners of the undersigned who, on behalf of the undersigned, have considered the purchase of the Securities and the advisers, if any, of the corporation, llc or the partnership, as the case may be, in connection with such consideration are named below in this Questionnaire, and such officers and advisors or partners, if any, were duly authorized to act for the corporation or the partnership in reviewing such investment;

(ii)

The names and positions of the officers or partners, of the undersigned who, on its behalf, have reviewed the purchase of the Securities are as follows:

________________________

______________________________

________________________

______________________________

(iii)

In evaluating the merits and risks of the purchase of the Securities, the corporation or the partnership, as the case may be, intends to rely upon the advice of, or will consult with, the following persons:

________________________

______________________________

________________________

______________________________

(c)

The officers of the corporation (if not Accredited Investors) llc managers or the partners of the partnership who, on its behalf, have considered the purchase of the Securities and the advisors, if any, of the corporation or the partnership who, in connection with such consideration, together have such knowledge and experience in financial and business matters that such offering(s), partner(s) and such advisor(s), if any, together are capable of evaluating the merits and risks of the purchase of Securities and of making an informed investment decision;

(d)

Together with any corporation or group of corporations with which it files a consolidated federal income tax return, the undersigned has reserves and/or net worth adequate to permit it to satisfy any tax or other liabilities arising from its personal liability with respect to the investment and the operation thereof;

(e)

The total assets of the corporation, llc or the partnership are in excess of $_______________;

(f)

The corporation, llc or the partnership has had, during each of the past two years, gross income from all sources of at least $_______________ and $___________________, respectively;

(g)

The undersigned expects the corporation. llc or the partnership to have during the current and the next tax year, gross income from all sources of at least $______;

(h)

The undersigned knows of no pending or threatened litigation the outcome of which could adversely affect the answer to any question hereunder; and

(i)

Indicate the following if a partnership Subscriber:

(1)

The date the partnership was formed and state of formation:

________________________________________________

(2)

The names of each partner in the partnership:

________________________________________________

SECTION E: TRUST OFFEREES

E1.

General Information

Legal Name: _____________________________________________________________

State or Place of Formation: _________________________________________________

Date of Formation: ________________________________________________________

Federal I.D. Number: ___________________

Fiscal Year Ends: _______________

Number of Beneficiaries: ___________________________________________________

Principal Purpose: _________________________________________________________

Was the trust formed for the specific purpose of purchasing the Securities?

_______

Yes

E2.

Business Address: _________________________________________________________

Telephone Number: ( )

Facsimile Number: ( )

Mailing Address: __________________________________________________________

_________________________________________________________________________

E3.

Authorization:

If the trust was established in connection with a deferred compensation plan, please attach a copy of the trust’s organizational documents and a properly certified copy of the resolutions adopted by the trust’s board of directors authorizing the trust to purchase the Units and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Units. In all cases, please attach a properly certified copy of the resolutions adopted by the trustees of the trust authorizing the trust to purchase Units and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Units.

Name of Trustee Authorized and Executing Questionnaire:

__________________________________________________________________________

E4.

Name of Primary Bank: _____________________________________________________

Address: _________________________________________________________________

_________________________________________________________________________

Telephone Number: ( )

Facsimile Number: ( )

Account Type and Number: __________________________________________________

Person Familiar with your Account: ____________________________________________

SECTION F: QUALIFIED PENSION PLAN (“PLAN”) OFFEREES

F1.

Please check one:

____________ a.

The Plan requires the investment of each beneficiary or participant to be held in a segregated account and the Plan allows each beneficiary or participant to make his own investment decisions and, the decision to purchase the Units has been made by the beneficiary or the participant and such beneficiary or participant is an Accredited Investor (Please have each such beneficiary or participant execute a separate Questionnaire).

____________ b.

The investment decisions made for the Plan are made by a plan fiduciary, whether a bank, an insurance company, or a registered investment advisor.

____________ c.

The Plan has total assets exceeding $5,000,000.

F2.

General Information

Legal Name: _____________________________________________________________

State or Place of Formation: _________________________________________________

Date of Formation: ________________________________________________________

Federal I.D. Number: ________________

Fiscal Year Ends: _______________

Number of Beneficiaries: ___________________________________________________

Principal Purpose: _________________________________________________________

F3.

Business Address: _________________________________________________________

Telephone Number: ( )

Facsimile Number: ( )

Mailing Address: _________________________________________________________

________________________________________________________________________

F4.

Authorization:

If the investment decision is being made by a beneficiary or participant of a Plan, please attach applicable trust documents which permit each beneficiary or participant to make his own investment decisions. In all other cases, please attach a properly certified copy of the resolutions adopted by the trustees of the Plan trust authorizing the Plan to purchase the Units and authorizing the fiduciary named below to execute on behalf of the Plan all relevant documents necessary to subscribe for and purchase the Units.

Name of Trustee Authorized and Executing Questionnaire:

________________________________________________________________________

F5.

Name of Primary Bank: ____________________________________________________

Address: ________________________________________________________________

________________________________________________________________________

Telephone Number: ( )

Facsimile Number: ( )

Account Type and Number: _________________________________________________

Person Familiar with your Account: ___________________________________________

SECTION G: REPRESENTATIONS AND WARRANTIES BY ALL SUBSCRIBERS

I. By signing this Questionnaire, the undersigned hereby confirms the following statements:

(a)

I have read the Confidential Private Offering Memorandum, this Subscription Agreement and other accompanying documents of the Company, and am aware of and understand the risk factors disclosed therein related to the Company and an investment in the Company.

(b)

I am aware that the offering of the Units involves securities for which no market exists, thereby requiring any investment to be maintained for an indefinite period of time. The Company is not a reporting company under the Securities and Exchange Act of 1934, and therefore does not file periodic reports with the SEC.

(c)

I acknowledge that any delivery to me of the Confidential Private Offering Memorandum relating to the Units prior to the determination by the Company of my suitability as an Subscriber shall not constitute an offer of the Units until such determination of suitability shall be made, and I agree that I shall promptly return the Confidential Private Offering Memorandum and the other Offering Documents to the Company upon request.

(d)

I also understand and agree that, although the Company and the Placement Agent will use their respective best efforts to keep the information provided in answers to this Questionnaire strictly confidential, the Company and the Placement Agent or their respective counsel may present this Questionnaire and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company, the Placement Agent or their respective affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority.

(e)

I realize that this Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units or any other security of the Company but is merely a request for information.

(f)

I understand that the Units are being offered without registration under the Securities Act in reliance upon the private offering exemption contained therein, and that such reliance is based in part on the information herein supplied and in the Supplemental Subscription Document. For the foregoing reasons and to induce the Company to issue and deliver the Securities to me, I represent and warrant that the information stated herein and in the Supplemental Subscription Document is true, accurate and complete, and I agree to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete.

(g)

The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this questionnaire and in the Supplemental Subscription Document on behalf of such entity.

(h)

The undersigned is able to bear the economic risk of the investment and can afford a complete loss of such investment and have read and understand the “Risk Factors” as described in the Memorandum. Without limiting the forgoing, the undersigned understands that the Company will require additional funds to accomplish its business plans and intends to issue additional securities in order to raise such funds. There can be no assurance that the terms of such additional capital raising efforts will be favorable to the Company or to existing investors.

(i)

Subject to the terms and conditions hereof and on the basis of the representations and warranties herein, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Units as described in the Memorandum at a price per Unit of $0.30. The Company or the Placement Agent may reject any subscription in whole or in part.

(j)

The Subscriber acknowledges and agrees that there is a “minimum” offering amount of $3,000,000 in aggregate gross proceeds prior to release of funds to the Company. Officers, directors, employees and affiliates of the Company and the Placement Agent may purchase securities in the Offering which shall be counted towards the minimum.

(k)

In entering into this Agreement and in purchasing the Securities, the Subscriber further acknowledges that:

(i)

The Company has informed the Subscriber that the Securities have not been offered for sale by means of general advertising or solicitation.

(ii)

The Securities may not be resold by the Subscriber in the absence of a registration under the Act or exemption from registration. In particular, the Subscriber is aware that the Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met.

(iii)

The following legends (or similar language) shall be placed on the certificate(s) evidencing the Securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

(iv)

The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration.

(l)

The Subscriber agrees to indemnify and hold harmless the Company, the officers, directors, employees, agents, counsel and affiliates of the Company, and each other person, if any, who controls the Company, within the meaning of Section 15 of the Act or Section 20 of the Securities and Exchange Act of 1934, as amended, against any and all losses, liabilities, claims, damages and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever arising out of or based upon any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

(m)

The Subscriber hereby acknowledges and agrees, subject to any applicable state securities laws that the subscription and application hereunder are irrevocable, that the Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement and that this Subscription Agreement shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the Subscriber and his heirs, executors, administrators, successors, legal representatives, and assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several, and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives, and assigns.

(n)

The Company and the Placement Agent have each employed its own legal counsel in connection with the Offering. The Subscribers have not been represented by independent counsel in connection with the preparation of the Memorandum or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Subscribers. Prospective Subscribers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to the Memorandum.

(o)

The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Placement Agent may, but are under no obligation to, purchase Units in the Offering and all such purchases shall be counted toward the minimum amount and maximum amount (as defined in the Confidential Placement Memorandum), including, but not limited to effectuate a closing of the minimum amount. In addition, the Subscriber is aware that First Montauk Securities Corp. is receiving compensation from the Company in connection with the Offering and has previously received compensation in the form of cash and securities from the Company, as described in the Memorandum.

(p)

My answers to the foregoing questions are true and complete to the best of my information and belief and I will promptly notify the Company of any changes in the information I have provided.

(q)

NASD Member. The Subscriber acknowledges that if it is an “associated person” or Registered Representative of a NASD member firm, the Subscriber has given such firm notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.

SECTION H: ADDITIONAL COVENANTS AND RIGHTS.

The Company covenants and agrees that subscribers in the Offering shall be entitled to the following rights.

Anti-Dilution Protection .

(i)

During the period commencing on the date hereof and ending upon the date which is 90 days after the effective date of the registration statement to be filed by the Company with respect to the Subscribers securities (as provided for in the Registration Rights Agreement between the Company and the subscriber), if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock (“New Shares”), with a purchase, exercise or conversion price (the “Share Antidilution Price”) of less than $0.30 per share, with certain exceptions set forth below, the Company shall promptly issue to each investor in the Offering additional shares of Common Stock. The adjustment to the exercise price will be on a full ratchet basis meaning that the investor will be entitled to receive an additional number of shares to reflect the total number of shares the investor would have received if the Shares Issue Price was the same price as the price of the New Shares. In addition, the exercise price and number of shares of the Warrants shall be similarly adjusted.

The number of additional Shares issued to each investor will be rounded down to the nearest whole share, and no fractional Shares will be issued.

(ii)

Notwithstanding the foregoing, the following issuances by the Company shall not result in any adjustment of the Share Antidilution Price or any issuance of additional Shares to investors in the Offering: (A) up to 3,000,000 shares of Common Stock and/or options, and the Common Stock issued pursuant to such options, (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like, and net of any repurchases of such Units or cancellations or exemptions of such options, warrants or other rights) to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board (“Employee Options”), (B) shares of common stock issuable upon exercise or conversion of options (other than Employee Options) or warrants or other securities or rights outstanding as of the date of the Memorandum, (C) shares of Common Stock issued to third parties in connection with acquisitions of additional theme parks approved by the Board of Directors, (D) shares of Common Stock issuable upon exercise of warrants issued (or issued previously) to the Placement Agent and (E) up to 750,000 shares which may be issuable to consultants to the Company.

(iii)

Within 15 days following any transaction by the Company which would result in the investors in the Offering being entitled to additional Shares of Common Stock hereunder, the Company shall provide written notice of such transaction to each investor and the Placement Agent of the terms of such transaction and shall, within 30 days of consummation of such transaction, deliver share certificates to the investors (or the Placement Agent on their behalf) representing any additional Shares. Any such additional Shares shall be included in the term “Registrable Securities” as defined in the Registration Rights Agreement between the Company and the Subscriber.

III

Issuance of Additional Units for Failure to Timely Become Reporting Company.

(i)

In the event that the Company fails to become a reporting company under the Securities Exchange Act of 1934 within a date which is within 24 months following the date of the final Closing of the Offering, then the undersigned subscriber shall be entitled to additional Shares of Common Stock of the Company equal to (A) 10% of his initial subscription and (B) thereafter 1% of his initial subscription for each 90 day period (or part thereof) for any continued failure by the Company. The number of Shares to be received shall be based upon a price equal to the lower of (x) the price per Share in the Offering (assumed to be $0.30) or (z) the lowest price per share received by the Company in connection with any sale of its common stock (or in the event of the issuance or sale of convertible securities, the conversion or exercise price) within 6 months of any such date.

(ii)

Within 15 days following the date on which investors in the Offering become entitled to additional Shares of Common Stock hereunder, the Company shall provide written notice of such entitlement to each investor and the Placement Agent and shall, within 30 days of consummation of such transaction, deliver share certificates to the investors (or the Placement Agent on their behalf) representing any additional Shares. Any such additional Shares shall be included in the term “Registrable Securities” as defined in the Registration Rights Agreement between the Company and the Subscriber.

SECTION I: APPOINTMENT OF AGENT

The undersigned hereby appoints First Montauk Securities Corp. as its agent for the purposes of executing and delivering to the Company, on the undersigned’s behalf, the Registration Rights Agreement between the Company and the undersigned.

[signature page appears next]

IN WITNESS WHEREOF, the undersigned has duly executed this Subscription Agreement and Questionnaire and agrees to the terms hereof.

Dated: _______________, 200__

FOR INDIVIDUALS:**

(including Purchaser Representative)

____________________________________

(Print Name)

____________________________________

(Signature)

Dated: _______________, 200__

FOR INDIVIDUALS:**

(including Purchaser Representative)

____________________________________

(Print Name)

____________________________________

(Signature)

________________

** If Subscriber is a Registered Representative with an NASD member firm or an affiliated person of an NASD member firm, have the acknowledgment to the right signed by the appropriate party:

The undersigned NASD member firm acknowledges receipt of the notice required by Rule 3040 of the NASD Conduct Rules.

Name of NASD Member Firm:

_________________________________

Please Print

By: ____________________________________

Authorized Officer

Dated: _______________, 2005

IN WITNESS WHEREOF, the undersigned has duly executed this Subscription Agreement and Questionnaire and agrees to the terms hereof.

Dated:________________, 200__

FOR CORPORATIONS:

____________________________________

Name of Company

____________________________________

Executive Officer of Company

____________________________________

Signature of Officer

Dated:________________, 200__

FOR PARTNERSHIPS:

____________________________________

Name of Partnership

____________________________________

Name of Authorized Partner

____________________________________

Signature of Authorized Partner

IN WITNESS WHEREOF, the undersigned has duly executed this Subscription Agreement and Questionnaire and agrees to the terms hereof.

Dated:________________, 200__

FOR TRUSTS:

____________________________________

Name of Trust

____________________________________

Name of Authorized Trustee

____________________________________

Signature of Authorized Trustee

ACCEPTANCE OF SUBSCRIPTION BY THE COMPANY

The undersigned, GREAT AMERICNA FAMILY PARKS, INC. hereby accepts the Subscription Agreement as of the date stated below.

Dated: ________________, 2005

GREAT AMERICAN FAMILY PARKS, INC.

By: ________________________________

Name:

Title:

Exhibit 4.5

SERIES B COMMON STOCK PURCHASE WARRANT

Expires _________, 2010

No.:

Number of Shares _________

Date of Issuance: _______, 2005

Issuance . In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by Great American Family Parks, Inc., a Nevada corporation (the “Company”) ___________ or his registered assigns (the “Holder”) having an address at ________________________ is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on ____, 2010 (the “Expiration Date”), ______________________ (_________) fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, stated value $.001 per share (the “Common Stock”), at an exercise price (the “Exercise Price”) per share equal to $0.35. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

8.1

8.2

Adjustment Upon Issuances below the Exercise Price .

(a)

For the purposes of this Section 8.2, the period of time commencing on the date hereof and ending on the 90 ^th day following the effective date of the registration statement covering the resale of the Warrant Shares shall be referred to herein as the “Anti-Dilution Period”. During the Anti-Dilution Period, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 8.2. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up or down to the nearest cent.

(b) Adjustment of Exercise Price .

(i)

If and whenever the Company issues or sells, or in accordance with Section 8(b)(ii)(B) hereof is deemed to have issued or sold, any shares of Common Stock for a consideration per share of less than the then the Exercise Price or for no consideration (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”), then, the Exercise Price shall be reduced to be equal to the Base Share Price.

(ii)

Effect on Exercise Price of Certain Events . For purposes of determining the adjusted Exercise Price under Section 8.2 hereof, the following will be applicable:

(A)

Issuance of Rights or Options . If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities exercisable, convertible into or exchangeable for Common Stock (“ Convertible Securities ”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “ Options ”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price, then the Exercise Price shall be reduced to equal the price per share for which Common Stock is issuable upon the exercise of such Options. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(B)

(C)

(D)

(iii)

Minimum Adjustment of Exercise Price . No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

(c)

Excluded Stock . Notwithstanding anything to the contrary contained herein, no adjustment to the Exercise Price will be made pursuant to Section 8.2 of this Warrant: (A) up to 3,000,000 shares of Common Stock and/or options, and the Common Stock issued pursuant to such options, (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like, and net of any repurchases of such Units or cancellations or exemptions of such options, warrants or other rights) to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board (“Employee Options”), (B) shares of common stock issuable upon exercise or conversion of options (other than Employee Options) or warrants or other securities or rights outstanding as of the date of the Memorandum, (C) shares of Common Stock issued to third parties in connection with acquisitions of additional theme parks approved by the Board of Directors, (D) shares of Common Stock issuable upon exercise of warrants issued (or issued previously) to the Placement Agent and (E) up to 750,000 shares which may be issuable to consultants to the Company.

8.3

8.4

An adjustment made pursuant to this Section 8 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Notices of Corporate Action and Adjustment . (a) If at any time:

(i)

(ii)

there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or

(iii)

there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (A) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (Bi) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (Y) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (Z) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up.

(b)

(c)

10.

Transfer to Comply with the Securities Act; Registration Rights .

The Company agrees that the holder of this Warrant shall be entitled to the registration rights as described in the Registration Rights Agreement dated as of ___________, 2005 between the Company and the original holder of this Warrant..

11.

12.

Great American Family Parks, Inc.

Attn: Investor Relations, 208 S. Academy Avenue, Suite 130., Eagle, ID 83616

(telephone number (208) 342-8888

or to such other address or addresses or facsimile number or numbers as any such party may most recently have designated in writing to the other party hereto by notice given in accordance with this Section. Copies of notices to the Company shall be sent to Great American Family Parks, Inc., 208 South Academy Avenue, Suite 130, Eagle, Idaho, USA 83616 or such other address as is given by Great American Family Parks, Inc.

13.

14.

15.

16.

17.

18.

19.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date first-above written.

Great American Family Parks, Inc.

By:

____________________________________

Name: Larry L. Eastland

Title: President & CEO

NOTICE OF EXERCISE OF SERIES B WARRANT

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant certificate dated as of ________________, 2005, to purchase __________ shares of the Common Stock, stated value $0.001 per share, of Great American Family Parks, Inc. and tenders herewith payment.

Original Exercise price - $0.35 per share

By certified check, cashier's check or wire transfer of $ _____________________.

Number of Warrant Shares Surrendered for Cancellation:____________________

Number of Warrant Shares to be Issued:__________________________________

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

Name of Warrant Holder:

_____________________________________________

Signature of Warrant Holder:

_____________________________________________

Title if any:

_____________________________________________

Telephone number:

_____________________________________________

Issue Shares to:

_____________________________________________

Address:

_____________________________________________

Social Security # or Taxpayer ID#

_______________________________________

Exhibit

4.6

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement” ) is made and entered into as of __________, 2005, by and among Great American Family Parks, Inc., a Nevada corporation (the “Company” ), and First Montauk Securities Corp., on behalf of and as agent (“FMSC” or “Agent”) for the investors whose names appear on Exhibit C annexed hereto (each a “Investor” and collectively, the “Investors” ).

WHEREAS, the Company has issued a Confidential Private Offering Memorandum dated as of April 7, 2005 (the “Memorandum”) pursuant to which the Company offered and sold units (“Units”) comprised of shares of Common Stock of the Company and common Stock purchase warrants (the “Offering”) among the Company and the Investors for a purchase price of $.30 per Unit upon the terms and conditions descried therein;.

WHEREAS, it is a condition to the Offering that the Company enter into an agreement with the Investors in the Offering to provide for the registration of the shares of Common Stock of the Company contained in the Units under the Securities Act of 1933, as amended, including the shares of Common Stock underlying the warrants contained in the Units; and

WHEREAS, .the Company and the Investors (or the Agent on the Investors behalf) hereby enter into this Agreement to provide for the registration of the Registrable Securities (as defined below) in order to satisfy the registration rights as described in the Memorandum

NOW THEREOFRE, intending to be mutually bound, and for lawful and good consideration, the Company agrees with the Investors as follows:

“ Commission ” means the United States Securities and Exchange Commission.

“Common Stock” means the shares of common stock, par value $.001, of the Company.

“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) or 2(b) is first declared effective by the Commission.

“Effectiveness Date” means: (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a) to cover the resale by the Holders of the Registrable Securities, the earlier of: (a)(i) the 120 ^th calendar day following the Final Closing Date; provided , that, if the Commission or the NASD reviews and has written comments to the filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (a)(i) shall be the 150 ^th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission and the NASD that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the earlier of: (i) the 90 ^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section; provided , that, if the Commission or NASD reviews and has written comments to such filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (b)(i) shall be the 120 ^th calendar day following the date that the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission and the NASD that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Registrable Securities” means the Shares, all of the Shares of Common Stock issuable upon exercise in full of the Warrants, shares of Common Stock issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares or the Warrants or pursuant to the anti-dilution provisions of the Subscription Agreement and any anti-dilution provisions contained in the Warrants.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Holder Questionnaire” shall have the meaning set forth in Section 2(d).

“Shares” means the shares of Common Stock issued or issuable to the Investors pursuant to the Purchase Agreement.

“ Subscription Agreement ” means the agreement between the Company and the Investors related to the purchase of the Units by the Investors.

“Subscription Price” means the aggregate amount paid by a Purchaser for the Shares and Warrants pursuant to the Subscription Agreement.

“Warrants” means the Series B Common Stock Purchase Warrants issued to the Investors pursuant to the Subscription Agreement.

Registration.

(a)

On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission and/or the NASD upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) two years after the Effective Date, (ii) at such time as all of the Registrable Securities have been publicly sold by the Holders, or (iii) at such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the “Effectiveness Period” ).

(b)

If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30 ^th calendar day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-B2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-B2, in which case such registration shall be on another appropriate form for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 90 ^th calendar day following the date on which the Company becomes aware that such Registration Statement is required under this Agreement (each such 90 ^th calendar day, the “Effectiveness Date” for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period.

(c)

If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period is exceeded, being referred to as “Event Date” ), then, in addition to any other rights available to the Holders under the Transaction Documents or under applicable law on each such Event Date and each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash , as liquidated damages and not as a penalty, equal to 2% of the Subscription Price paid by each Holder for each 30 day period that the Company has failed to comply with its obligations set forth herein. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay to each said Holder interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in the event that the delay in the Effectiveness Date is caused by the review of the NASD in a filing made by FMSC, then the Company shall have an additional 30 day period to obtain effectiveness without penalty

(d)

Each Holder agrees to furnish to the Company such information as the Company shall reasonably request in connection with the filing of the Registration Statement, including the information set forth in the questionnaire attached to this Agreement as Exhibit B (“Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) hereof to such Holder who fails to furnish to the Company the requested information at least one Trading Day prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration Procedures

In connection with the Company's registration obligations hereunder, the Company shall:

(a)

Not less than four Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to the Holders and the Agent copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed which documents will be subject to the review of such Holders. Except as provided under Section 2(d), the Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto that does not contain the disclosure listing such Holder as a “Selling Stockholder” as provided to the Company by such Holder in accordance with Section 2(d).

(b)

(c)

Notify the Holders and the Agent as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Cooperate with FMSC in connection with any filings that may be made by FMSC with the NASD pursuant to the NASD corporate finance rules, and cooperate with FMSC in providing any information to the NASD or in making changes or amendments to the Registration Statement or Prospectus which may be required by the NASD.

Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

Indemnification .

(a)

(b)

(c)

(d)

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Miscellaneous

(a)

(b)

No Other Piggyback on Registrations . Other than with respect to (i) the Company’s securities sold to investors pursuant to an offering through FMSC which was completed in September 2004 and any additional securities issuable to such investors as described in the Memorandum, or (ii) securities held by FMSc or its employees or affiliates or associated persons, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders. Except as and to the extent specified in Schedule 6(b ) of the Disclosure Schedule to the Purchase Agreement, the Company has not previously entered into any agreement granting any registration rights with respect to any of its securities to any Person which have not been fully satisfied.

(c)

(d)

(e)

(f)

(g)

(a)

If to Company, to Great American Family Parks, Inc., 208 South Academy Avenue, Suite 130, Eagle, Idaho, USA 83616.

(b) If to the Purchaser, at the address set forth on the signature page below or on the register of the Company.

(h)

(i)

(j)

(k)

Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l)

(m)

Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(n)

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SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GREAT AMERICAN FAMILY PARKS, INC.

By:_________________________________

Name: Larry L. Eastland
Title: President & CEO

FIRST MONTAUK SECURITIES CORP., As Agent for the Investors

By:__________________________

Name:

Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CORPORATIONS/PARTNERSHIPS/LLC/TRUSTS INVESTORS

NAME OF ENTITY:__________________________________________

By:_____________________________________

Name:

Title:

INDIVIDUALS:

PRINT NAME (S):

____________________________

___________________________

SIGNATURE:

____________________________

ALL INVESTORS COMPLETE

Address for Notice:

_________________________________

Facsimile No.:

_________________________________

Attn:

_________________________________

Telephone Number:

_________________________________

Annex A

Plan of Distribution

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

to cover short sales made after the date that this Registration Statement is declared effective by the Securities and Exchange Commission;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Annex B

GREAT AMERICAN FAMILY PARKS, INC.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, $.001 par value per share (the “ Common Stock ”) and Series B Warrants (the “ Warrant s”) of Great American Family Parks, Inc. (the “ Company ” or the “ Registrant ”), (the “ Registrable Securities ”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-B2 (the “ Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of _____________, 2005 (the “ Registration Rights Agreement ”), between the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

NOTICE

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Securityholder

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly you indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

(d)

Full Legal Name of DTC participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held (enter N/A if not applicable):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

(a)

Type and Principal Amount of Registrable Securities beneficially owned:

4. Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes

Note:

If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b)

Are you an affiliate or associated person of a broker-dealer?

Yes

(c)

If you are an affiliate or asscoaited person of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes

Note:

If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a)

Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

State any exceptions here:

Legal Proceeds with the Company:

Is the Company a party in any pending legal proceeding in which you are named as an adverse party?

Yes ______

No ________

State any exceptions here:

[signature page is next]

Signature page to Selling Holder Questionnaire

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Beneficial Owner:

By:

Name:

Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL TO:

GREAT AMERICAN FAMILY PARKS

Attn: Investor Relations

208 S. Academy Avenue, Suite 130

Eagle, ID 83616

(telephone number (208) 342-8888

EXHIBIT 5.1

SICHENZIA ROSS FRIEDMAN FERENCE LLP

1065 Avenue of the Americas, 21st Flr.

New York, NY 10018

Telephone: (212) 930-9700 Facsimile: (212) 930-9725

August 1, 2005

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE: GREAT AMERICAN FAMILY PARKS, INC.

FORM SB-2 REGISTRATION STATEMENT (FILE NO. ___-____)

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Great American Family Parks, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/Sichenzia Ross Friedman Ference LLP

--------------------------------------------------

Sichenzia Ross Friedman Ference LLP

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

by and between

ROYAL PACIFIC RESOURCES, INC.

As Seller

and

GREAT WESTERN PARKS, LLC.

As Buyer

DATED AS OF DECEMBER 19, 2003

TABLE OF CONTENTS

STATEMENT OF AGREEMENT--------------------------------------------	1
RECITALS------------------------------------------------------------------------	1
AGREEMENT-------------------------------------------------------------------	2
1. Definitions---------------------------------------------------------------------	2
2. Purchase and Sale-------------------------------------------------------------	4
2.1 Purchase and Sale---------------------------------------------------	4
2.2 Consideration--------------------------------------------------------	4
2.3 Resignations and Appointments of Officers and Directors----	4
2.4 Closing Date---------------------------------------------------------	5
2.5 Closing----------------------------------------------------------------	5
2.6 Restrictive Legends-------------------------------------------------	6
3. Representations and Warranties of Seller----------------------------------	6
3.1 Organization and Standing-----------------------------------------	6
3.2 Capitalization of Seller---------------------------------------------	7
3.3 Authority-------------------------------------------------------------	7
3.4 Assets and Liabilities-----------------------------------------------	7
3.5 No Employee, Pending Transactions, or Pending Litigations---------------------------------------------	7
3.6 Compliance with Laws---------------------------------------------	8
3.7 Accurate Disclosure-------------------------------------------------	8
4. Representations and Warranties of Buyer---------------------------------	8
4.1 Organization and Standing-----------------------------------------	8
4.2 Authority--------------------------------------------------------------	8

4.3 Acquisition of Crossroads----------------------------------------	9
4.4 Assets and Liabilities of Crossroads------------------------------	9
4.5 Assets and Liabilities of Buyer------------------------------------	10
4.6 Compliance with Laws and Regulations-------------------------	10
4.7 Accurate Disclosure-------------------------------------------------	10
5. Notice of Pre-Closing Developments---------------------------------------	10
6. Post-Closing Covenants------------------------------------------------------	11
7. Remedies-----------------------------------------------------------------------	12
7.1 Default Remedies----------------------------------------------------	12
7.2 Survival of Representations and Warranties--------------------	12
8. No Third Party Beneficiaries------------------------------------------------	12
9. Construction and Representations by Counsel----------------------------	13
10. Expenses----------------------------------------------------------------------	13
11. Notices------------------------------------------------------------------------	13
12. General Provisions-----------------------------------------------------------	14
12.1 Entire Agreement--------------------------------------------------	14
12.2 Assignment---------------------------------------------------------	14
12.3 Execution of Other Documents----------------------------------	14
12.4 Binding Effect------------------------------------------------------	14
12.5 No Waiver of Future Breach-------------------------------------	14
12.6 Attorneys’ Fees----------------------------------------------------	14
12.7 Governing Law-----------------------------------------------------	15
12.8 Execution of Multiple Originals---------------------------------	15
12.9 Severability---------------------------------------------------------	15

iii

EXHIBITS

Exhibit A – Articles of Incorporation of Royal Pacific Resources, Inc.

Exhibit B – ByLaws of Royal Pacific Resources, Inc

Exhibit C. – (a) Certificate of Corp. Resolution of Seller approving Agreement,

Authorizing and Instructing the Seller’s Transfer Agent to Issue to Buyer

162,402,000 Shares of Rule 144 Restricted Stock of Seller and to Deliver

the Certificate of said Stock to the Attention of Larry Eastland at Buyer’s

Address, and

(b) Consent of Majority of Royal Pacific Resources, Inc. shareholders

approving stock purchase agreement.

Exhibit D. – Independent Audit of Royal Pacific Resources, Inc.

Exhibit E. – Articles of Organization of Great Western Parks, LLC.

Exhibit F. – Operating Agreement of Great Western Parks, LLC.

Exhibit G. – Articles of Organization of Crossroads Convenience Center, LLC.

Exhibit H – Operating Agreement of Crossroads Convenience Center, LLC.

Exhibit I. – Independent Audit of Crossroads Convenience Center, LLC.

Exhibit J. – Form of Assignment of Ownership Interest in Crossroads Convenience

Center, LLC.

Exhibit K. – Coe Parker “Agreement”

Exhibit L. – Marshall Ogden “Agreement”

Exhibit M. – Ipsen “Purchase Agreement”

Exhibit N. – Assignments to Buyer of Ownership Interests in Crossroads from:

(a) GSE, Inc.

(b) Larry Eastland

(d) Richard Swensen

(e) Phillip Salvati and Jeanne Salvati, Husband & Wife

(f) Jerald Holloway

Exhibit O . – Selling Shareholders

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is entered into and made effective this 19th day of December, 2003, by and between Royal Pacific Resources, Inc., a Nevada Corporation, with its principal place of business at 26505 North Bruce Road, Chattaroy, Washington, 99003-7720 (hereinafter referred to as “Seller”), and Great Western Parks, LLC, an Idaho Limited Liability Company, with its principal place of business at 222 East State Street, Eagle, Idaho, 83616 (hereinafter referred to as “Buyer”), based on the following:

RECITALS

Royal Pacific Resources, Inc., (“Seller”) is a Nevada Corporation with its principal place of business at 26505 North Bruce Road, Chattaroy, Washington, 99003-7720.

Great Western Parks, LLC., (“Buyer”) is an Idaho Limited Liability Company, with its principal place of business at 222 East State Street, Eagle, Idaho, 83616.

Crossroads Convenience Center, LLC (“Crossroads”) is an Idaho Limited Liability Company, with its principal place of business located at 5950 Franklin Road, Nampa, Idaho, 83681.

Buyer owns, or has contracted to own, all of the ownership interests in Crossroads and desires to assign its ownership interest in Crossroads to Seller in consideration of the issuance to Buyer of 162,402,000 newly issued Shares of common stock. Seller has 15,198,002 common Shares currently issued and outstanding. Seller desires to acquire the ownership of Crossroads and as consideration therefore is willing to issue to Buyer 162,402,000 newly issued Shares of common stock on the condition that Seller would simultaneously issue 1,800,000 Shares of new stock to each of Stan Gray and Eric Moe for consulting services and as a finder’s fee, respectfully.

The Parties understand that following such issuances of common stock as set forth above in Recital D, the total amount of issued and outstanding common stock of Seller would be 181,200,002 Shares of common stock. On that basis, the Parties hereto decided to proceed with this transaction.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and of the terms, conditions and covenants set forth hereinbelow, the Parties hereto agree as follows:

DEFINITIONS. The following terms shall have the following meaning for all purposes of this Agreement:

1.1

“Acquisition Shares” means the 162,402,000 newly issued Shares of common stock of Seller to be issued and delivered at Closing by Seller to Buyer in consideration of the assignment of Buyer’s ownership interest in Crossroads. The Acquisition Shares shall be issued pursuant to an exemption from registration under the Securities Act and shall be unregistered shares.

1.2

“Agreement” means this stock purchase Agreement between Seller and Buyer herein.

1.3

“Buyer” means Great Western Parks, LLC, an Idaho Limited Liability Company, with its principal place of business at 222 East State Street, Eagle, Idaho, 83616.

1.4

“Closing” shall have the meaning set forth in section 2.5 of this Agreement.

1.5

“Closing Date” shall have the meaning set forth in section 2.4 of this Agreement.

1.6

“Consulting Shares” means the 3,600,000 Shares of unregistered common stock of Seller to be issued and delivered by Seller at Closing to Stan Gray and Eric Moe (1,800,000 Shares each) for consulting services and for a finder’s fee respectively.

1.7

“Crossroads” means Crossroads Convenience Center, LLC, and Idaho Limited Liability Company with its principal place of business located at 5950 Franklin Road, Nampa, Idaho, 83681.

1.8

“Current Shares” means the 15,198,002 Shares of common stock of Seller currently issued and outstanding prior to the Closing of this transaction.

1.9

“Ipsen Purchase Agreement” means the Agreement of December 16, 2003, whereby Grant R. Ipsen and the Grant Ipsen SEPSP each granted an option to acquire their respective interests in Crossroads to Marshall Ogden.

1.10

“Laws” shall mean all Laws (whether statutory or otherwise), rules and regulations of all governmental, judicial, legislative, executive, administrative or regulatory authorities (federal, state, municipal, departmental, foreign or otherwise).

1.11

“Notices” shall have the meaning set forth in section 11 of this Agreement.

1.12

“Ogden Agreement” means the Agreement of November 21, 2003, between Buyer and Marshall Ogden, whereby Ogden granted to Buyer an option to acquire Ogden’s ownership interest in Crossroads, and whereby Ogden agreed to act as Buyer’s agent to acquire the ownership interests of Grant R. Ipsen and of the Grant Ipsen self-employee profit sharing plan in Crossroads (see “Ipsen Purchase Agreement”).

1.13

“Parker Agreement” means the Agreement of November 21, 2003, between Buyer and Coe Parker, whereby Parker granted to Buyer an option to acquire Parker’s ownership interest in Crossroads.

1.14

“Parties” means Seller and Buyer herein.

1.15

“Party” means either Seller or Buyer.

1.16

“Seller” means Royal Pacific Resources, Inc., a Nevada Corporation, with its principal place of business at 26505 North Bruce Road, Chattaroy, Washington, 99003-7720.

1.17

“Securities Act” means the United States Securities Act of 1933, as amended

0.18

“Selling Shareholders” means those persons listed on Exhibit O whose shares the Parties shall be required to register under the Securities Act as set forth in section 6(d).

1. 19

“Shares” shall mean Shares of common stock of Royal Pacific Resources, Inc., unless otherwise specifically defined.

PURCHASE AND SALE.

2.1

Purchase and Sale. Subject to the terms, conditions and covenants of this Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases and takes delivery of the Acquisition Shares, to wit: 162,402,000 newly issued and duly authorized Shares of common stock of Seller, which shares shall be unregistered having been issued pursuant to an exemption from registration under the Securities Act. The Acquisition Shares shall be free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance or hypothecation of any kind whatsoever. The certificate representing the Acquisition Shares of said stock shall be delivered to Buyer as provided in the instructions to the transfer agent as provided in Exhibit “C(a)”.

2.2

Consideration. In consideration of the sale to Buyer of the Acquisition Shares, Buyer hereby assigns, sells, transfers and delivers to Seller all of its right, title and interest in and to Crossroads, including, but not limited to, its ownership interest obtained through outright assignment to Buyer from the Parties listed in Exhibit N hereto, to wit: GSE, Inc.; Larry Eastland; Jane Klosterman; Richard Swensen; Philip Salvati and Jeanne Salvati, husband and wife; and Jerald Holloway; and in the options set forth in the Parker Agreement, (Exhibit K) the Ogden Agreement (Exhibit L) and pursuant to the Ogden Agreement in the Ipsen Purchase Agreement (Exhibit “M”).

2.3

Resignations and Appointments of Officers and Directors. Immediately prior to Closing, Seller’s board of directors will accept resignations of all officers of Seller and the directors themselves will resign after appointing by resolution new officers and directors of Seller as follows:

President and Treasurer:. . . . . . . Larry Eastland

Vice President and Secretary:…..Jane Klosterman

Directors:

Larry Eastland,

222 E. State Street

P O Box 1400

Eagle ID 83616

Jane Klosterman

1162 N Glen Abby Pl.

Eagle, ID 83616

Dale VanVoorhis

5684 Pioneer Trail

Hiram, OR 44234

2.4

Closing Date. The Closing Date for this transaction shall be Friday, December, 19, 2003, or as soon thereafter as practicable but in no event later than Wednesday, December 24, 2003, unless other otherwise agreed by the Parties in writing.

2.5

Closing. Closing shall take place in law offices of Seller’s attorney, Greg Lipsker of Workland and Witherspoon, PLLC, Washington Mutual Financial Center, 601 W. Main Ave., Ste. 714, Spokane, Washington, 99201-0677. Closing shall commence upon the delivery on Closing Date of two original counterparts of this Agreement executed by Buyer accompanied by the form of certificate of corporate resolution of Exhibit “C(a)(b)”, and Exhibits “D” through “N”. Seller shall execute the Agreement and supply Exhibits “A”, “B” “C” and “O” attach same to the Agreement. Immediately upon execution of the Agreement by Seller, Seller shall cause the instruction to be given to the transfer agent for issuance of the stock certificate to Buyer as above set forth, said instruction to be accompanied by a copy of the certificate of resolution and any other documentation required by the transfer agent.

Upon completion of Closing, Seller shall deliver to Buyer an executed counterpart of this Agreement with all exhibits attached and a copy of Seller’s instruction to Seller’s transfer agent to issue and deliver the Acquisition Shares and the Consulting Shares.

2.6

Restrictive Legends. The certificates issued for the Acquisition Shares and the Consulting Shares will bear a legend in substantially the following form so restricting the sale of such securities:

THESE SECURITIES HAVE NOT BEEN REGISTERED FOR PUBLIC SALE WITH THE SECURITIES REPRESENTATIONS AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER STATE SECURITIES LAWS. THE SALE, PLEDGE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE SHARES ARE REGISTERED OR SOLD IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION ;

REPRESENTATIONS AND WARRANTIES OF SELLER.

3.1

Organization and Standing.

(a) Seller is duly organized, validly existing, and in good standing under the Laws of the state of Nevada and has all requisite power and authority to conduct lawfully its present business.

(b) The copies of the Articles of Incorporation and ByLaws of Seller attached hereto as Exhibits “A” and “B” respectively, are true, correct, and compete.

Seller is a non-reporting public corporation, currently trading on the over-the-counter market “pink sheets.” Seller has caused a form 15c2-11 to be filed by one of its market makers (Pennaluna and Company) with the National Association of Securities dealers.

3.2

Capitalization of Seller. As set forth in the independent audit of Seller, attached hereto as Exhibit “D”, Seller is authorized to issue 300,000,000 Shares at $0.001 par value and currently has 15,198,002 Shares issued and outstanding. Seller is authorized to issue 10,000,000 Shares of preferred stock at a par value of $0.001 par value. No preferred stock has been issued or is outstanding. Other than the above referenced common stock, Seller has no other Shares of any kind issued or outstanding nor has it issued any securities convertible into or exchangeable for or carrying the right to acquire any equity security in Seller, nor has Seller any outstanding options, warrants or other Agreements under which Seller is obligated to issue any additional Shares or other securities.

3.3

Authority. Seller has the full power, right and authority to execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the underlying transactions contemplated hereby, have been duly authorized by Seller. This Agreement has been duly and validly executed and delivered by Seller to Buyer and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.4

Assets and Liabilities. The assets and liabilities of Seller are, and remain at this time, as set forth in the independent audit of Seller attached hereto as Exhibit “D”.

3.5

No Employee, Pending Transactions, or Pending Litigations.

(a). Seller has no employees at this time and does not have in effect any employment Agreement with any former employees or agents.

(b). Except for this Agreement, Seller is not a Party to any Agreement or bound by any negotiations, discussions, commitments or undertakings with respect to:

(i) The merger or consolidation of Seller with, or the acquisition of all or substantially all of the property and assets of any other person or Party; or

(ii) The sale, lease or exchange of all or substantially all of the Seller’s property, capital stock and assets to any other person or Party.

(c). Seller is not a Party to or engaged in any litigation and knows of no threat of litigation against Seller.

3.6

Compliance with Laws. Seller has complied with all applicable statutes and regulations of any federal, state or governmental entity or agency thereof.

3.7

Accurate Disclosure. Seller hereby confirms that the documents contained in Exhibits “A”, “B”, “C”, and “D”, and true, accurate and complete and represent the true, current condition of Seller and that they do not omit any material facts reasonably necessary to the understanding of the Parties in this Agreement. The Representations and Warranties made by Seller in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such Representations and Warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement).

REPRESENTATIONS AND WARRANTIES OF BUYER.

4.1

Organization and Standing. Buyer is a Limited Liability Company validly existing and in good standing under the Laws of the state of Idaho, and has all the requisite power and authority to conduct lawfully its present business and to perform its respective obligations under this Agreement.

4.2

Authority. Buyer has the full power, right and authority to execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the underlying transactions contemplated hereby, have been duly authorized by Buyer. This Agreement has been duly and validly executed and delivered by Buyer to Seller and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

4.3

Acquisition of Crossroads.

(a) Buyer owns 60% of Crossroads as a result of outright assignments to Buyer of ownership interests in Crossroads from the Parties listed in Exhibit “N”, to wit:

(i) GSE, Inc.,

40.5%

(ii) Larry Eastland,

2.5%

(iii) Jane Klosterman,

2.5%

(iv) Richard Swensen

10%

(v) Philip Salvati and Jeanne Salvati, (h&w)

(vi) Jerald Holloway

1.5%

Total

60%

(b) Buyer has contracted options to purchase 40% of the ownership interest in Crossroads from the following persons:

(i) Coe Parker

6% (Exhibit “K”);

(ii) Marshall Ogden

6% (Exhibit “L”);

(iii) Through the Ogden Agreement (Exhibit “L”) and pursuant to the Ipsen Purchase Agreement (Exhibit “M”) 15% from Grant and Edna Ipsen and 13% from the Grant Ipsen SEPSP.

(c) Pursuant to the post-Closing covenants (section 6 herein) Buyer is obligated to make every effort as set forth therein to exercise said options and become the outright owner of the remaining 40% ownership interest in Crossroads.

4.4

Assets and Liabilities of Crossroads.

(a) Crossroads is a duly organized, validly existing Limited Liability Company in good standing under the Laws of the state of Idaho, and has all of the requisite power and authority to conduct lawfully its present business. Crossroads is currently an operating convenience store and gasoline dispensary. Crossroad’s assets and liabilities as set forth in the independent audit of Crossroads attached hereto as Exhibit “I”. There is no pending litigation against Crossroads or any known threatened litigation. There has not occurred nor been threatened any strikes, slow downs, picketing, work stoppages, contested refusals to work overtime or similar labor activities with respect to employees of Crossroads. Buyer knows of no claim by or basis for any claim by any current or former employee against Crossroads.

(b) Except for this Agreement and the underlying acquisitions of ownership interests in Crossroads by Buyer, Crossroads is not a Party to any Agreement or bound by any negotiations, discussions, commitments or undertakings with respect to any merger or consolidation of Crossroads with, or the acquisition of all or substantially all of the property and assets of any other person or Party for the sale, lease or exchange of all or substantially all of Crossroad’s assets.

4.5

Assets and Liabilities of Buyer. As an entity created for the purposes of this transaction, Buyer’s only assets consist of its ownership interests and options in Crossroads. As a result of the transaction contemplated by this Agreement, Buyer’s only asset will be the Acquisition Stock. There is no pending litigation against Buyer and Buyer knows of no threatened litigation or claims against Buyer.

4.6

Compliance with Laws and Regulations. Both Buyer and Crossroads have complied with all applicable statutes and regulations of federal, state or other governmental entities or agencies.

4.7

Accurate Disclosure. Each of the exhibits and enclosed documentation furnished to Seller by Buyer pursuant to this Agreement are true, accurate and complete and represent the true, current condition of Buyer and they do not omit any material facts reasonably necessary to the understanding of the Parties in this Agreement. The Representations and Warranties made by Buyer in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such Representations and Warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement).

NOTICE OF PRE-CLOSING DEVELOPMENTS. At all times prior to the Closing Date, each Party shall promptly notify the other Party in writing of the occurrence of any event that will or may materially change the Representations and Warranties made by that Party under this Agreement or may result in the failure of said Party to satisfy the terms and conditions contained in this Agreement.

POST-CLOSING COVENANTS. The parties acknowledge that post-closing the Buyer shall be the controlling shareholder of Seller and Buyer’s nominees shall be the officers and directors of Seller. Therefore, Buyer and Seller agree that the Seller shall be bound by the following covenants:

(a) Immediately following the Closing of this Agreement, Seller shall undertake, and make all necessary filings regarding, a one to six reverse split of its common stock.

(b) As soon as practicable, but in no event later than March 31, 2004, Seller will file a form 10SB Registration Statement with the United States Securities and Exchange Commission, with the objective of becoming a fully reporting corporation and consequently to become listed on the OTCBB. Seller covenants to exercise its best efforts and due diligence to accomplish these objectives of filing the form 10SB Registration Statement and becoming listed on the OTCBB.

(c). At all times after the effective date of the Form 10SB Registration Statement, the Seller shall timely file with all periodic reports required under the Securities Exchange Act of 1934.

(d). On or before June 30, 2004, Seller shall file a Registration Statement on Form SB-2, or such other form as shall be applicable under the Securities Act for the registration of all shares held by the selling shareholders (as set forth in Exhibit “O”). Thereafter Seller shall use its best efforts to cause such Registration Statement to become effective. Seller shall also prepare and file all necessary Blue Sky filings. Seller shall be responsible for all expenses and fees applicable to such Registration Statement including the legal fees and costs for Selling shareholders’ legal counsel.

(e) Seller covenants to use its best efforts within 30 days from the date of the above form 10SB Registration Statement becomes effective to file a Registration Statement registering Seller’s common stock for the purpose of removing the restrictions on resell of a block of stock sufficient to comply with the provisions of the Ipsen Purchase Agreement so as to exercise the options to acquire the remaining 40% ownership interest in Crossroads and to meet other objectives of Seller.

REMEDIES.

7.1

Default Remedies . In the event that either Party defaults under any terms of this Agreement, said Party shall be entitled to:

(a) Compelled specific performance of this Agreement, in which event said Party may also recover its damages incurred as result of such default, including all of its reasonable costs and attorneys’ fees in seeking such specific performance; or

If specific performance is not possible or if said Party elects not to pursue specific performance, terminate this Agreement and recover its damage resulting from said default, including out-of-pocket costs, which include reasonable attorneys’ fees. Prior to exercising its right to the remedies set forth above, said aggrieved Party shall give the other Party written notice of any alleged default and the noticed Party shall have fourteen (14) days, but no later than the Closing Date, or an extension thereof, to cure such default.

7.2

Survival of Representations and Warranties. The Representations, and Warranties of the Parties under this Agreement shall survive termination of this Agreement pursuant to the foregoing subsection 7.1.

NO THIRD PARTY BENEFICIARIES. Except for the Selling Shareholders, this Agreement is intended to be solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the Parties hereto. The Selling Shareholders shall have all remedies set forth in subsection 7.1 in the event that the Seller shall fail to comply with the post-closing covenants set forth in section 6.

CONSTRUCTION AND REPRESENTATIONS BY COUNSEL. The Parties hereto represent that in the negotiation and drafting of this Agreement have been represented by and relied upon the advice of counsel of their choice. The Parties affirm that their counsel have had a substantial role in drafting and negotiation of this Agreement and, therefore, the rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any exhibit or schedule attached hereto.

10.

EXPENSES. Each Party will bear its respective legal and other costs incident to the negotiation, preparation and execution of this Agreement and related documents. Buyer will pay for all non-Party specific costs incident to the Closing of the transaction contemplated by this Agreement, not to exceed $3,000. Buyer will pay for all of the registration activities to be undertaken pursuant to the post-Closing covenants under this Agreement.

11.

NOTICES. Any Notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered if sent by facsimile or telecopy communication or other electronic communication confirmed by registered or certified mail, postage pre-paid, or if sent by pre-paid overnight currier addressed as follows:

Seller: Robert Kistler

26505 N. Bruce Rd.

Chattaroy, WA, 99003-7720

Phone-Fax: 509-238-6613

With a copy to:

Greg Lipsker, Esq.

Workland & Witherspoon, PLLC

Washington Mutual Financial Center

601 W. Main Ave. Ste. 714

Spokane, WA 99201-0677

Telephone: 509-455-9077

Fax: 509-624-6441

Buyer: Larry Eastland

222 E. State St.

Eagle, ID 83616

Telephone: 208-342-8888

Fax: 208-938-4111

With a copy to:

John L. Runft

Runft Law Offices, PLLC.

1020 W. Main St. Ste. 400

Boise, ID 83702

Telephone: 208-333-8506

Fax: 208-343-3246

12.

GENERAL PROVISIONS.

12.1

Entire Agreement This Agreement constitutes the total and complete Agreement between the Parties, superseding all other prior Agreements concerning the transaction herein described and contemplated.

12.2

Assignment No Party to this Agreement shall be entitled to assign its interest in this Agreement, unless so authorized by written consent of all of the Parties hereto.

12.3

Execution of Other Documents Each of the Parties hereto agrees to execute any other documents reasonably required to fully perform the intent of this Agreement.

12.3

Binding Effect This Agreement shall inure to and be binding upon the Parties hereto, their agents, employees, heirs, personal representatives, successors, and assigns.

12.5

No Waiver of Future Breach The failure of one Party to insist upon strict performance or observance of this Agreement shall not be a waiver of any future breach or of any terms or conditions of this Agreement.

12.6

Attorney’s Fees In the event of any litigation arising out of this Agreement, among or between any of the Parties hereto, their heirs, personal representatives, agents, successors or assigns, the prevailing Party or Parties shall be entitled to recover costs and attorney’s fees.

12.7

Governing Law This Agreement shall be construed and enforced in accordance with the Laws of the State of Idaho, which shall govern the rights of the Parties. Idaho shall also be the venue of any litigation under this Agreement.

12.8

Execution of Multiple Originals A number of Original counterparts of this Agreement shall be executed by these Parties sufficient to provide one such counterpart to each Party.

12.9

Severability In the event any provision of this Agreement conflicts with the applicable law, such conflicts shall not affect the provisions of this Agreement which can be given effect without the conflicting provision.

SELLER:

Royal Pacific Resources, Inc.

/s/ Robert Kistler

By: Robert Kistler, President

BUYER:

Great Western Parks, LLC.

/s/ Larry Eastland

By: Larry Eastland, Managing Director

EXHIBIT 10.2

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

Dated November 8, 2004

by and between

Great American Family Parks, Inc.

and

Ron Snider & Associates, Inc. dba Wild Animal Safari

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “Agreement”) is made and entered into as of the eighth day of November, 2004, by and between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation (the “Asset Seller”) and Great American Family Parks, Inc., a Nevada public corporation (“Purchaser”).

W I T N E S S E T H :

WHEREAS, Asset Seller desires to sell and Purchaser desires to purchase substantially all of the operating assets now owned by Asset Seller and used in connection with the operation of Asset Seller’s wild animal park near Pine Mountain, Georgia (the “Business”) which is operated on premises located at 1300 Oak Grove Road, Pine Mountain, Georgia 31822, which premises are described on Exhibit A , attached hereto, incorporated herein and made a part hereof (the “Premises”);

WHEREAS, the Premises is part of a larger tract of land which is described on Exhibit B , attached hereto, incorporated herein and made a part hereof (the “Real Property”);

WHEREAS, Asset Seller leases the Premises from Ronald E. Snider and Vivian D. Snider (the said Ronald E. Snider and Vivian D. Snider, together with Ron Snider Family Limited Partnership, being called herein collectively the “Real Property Seller”);

WHEREAS, the Purchaser is, contemporaneously herewith, entering into a Real Estate Purchase Agreement for the purchase by Purchaser of the Real Property (including the Premises) from the Real Property Seller, to which agreement reference is hereby made (the “Real Property Purchase Agreement”);

WHEREAS, as an additional inducement for Purchaser to enter into this Agreement, and in connection with the sale of the goodwill associated with the Business, Asset Seller has agreed to enter into the noncompetition and nonsolicitation covenants contained herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows:

PURCHASE AND SALE OF ASSETS . Asset Seller shall sell and Purchaser shall purchase the following assets of Asset Seller (the “Assets”), and all of Asset Seller’s right, title and interest therein, for the purchase price and subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties made herein:

(a)

Inventory . All gift shop, food service and animal food inventory maintained by Asset Seller at the Premises and which is used or useful in connection with the operation of the Business. The inventory that Purchaser will purchase hereunder is referred to herein as the “Inventory.”

(b)

. The fixed assets listed in Schedule 1(b) attached hereto, which comprise all of Asset Seller’s leasehold improvements, equipment, fixtures, office furniture, and other fixed assets used or useful at the Premises (the “Fixed Assets”). The Fixed Assets are being sold “as is”.

(c)

Vehicles . The vehicles set forth on Schedule 1(c) attached hereto (the “Vehicles”). The Vehicles are being sold “as is”.

(d)

Wild Animals . All of Asset Seller’s wild animal inventory which is now used in the operation of the Business and which will (excepting for natural attrition by reason of death or disease) be used in the operation of the Business at the time of Closing (the “Wild Animals”). The Wild Animals are being sold “as is”.

(e)

[RESERVED]

(f)

Government Licenses, Permits and Authorizations . To the extent assignable, all governmental licenses, permits and authorizations, if any, relating to the Business. Such licenses, permits and authorizations are listed on Schedule 1(f) attached hereto (the “Licenses”).

(g)

P roprietary Information . . The goodwill of the Business, customer lists and the tradenames “Wild Animal Safari” and “Pine Mountain Wild Animal Park” (the “Goodwill”).

EXCLUDED ASSETS . Notwithstanding the provisions of Section 1 hereof, Asset Seller shall retain the following assets relating to the Business and they shall not be sold, assigned or transferred to Purchaser and shall not be included within the meaning of the term “Assets”:

(a)

Asset Seller’s bank accounts, cash or cash equivalents;

(b)

Asset Seller’s corporate minute book and stock book, all files and books and records relating to the Business and all tax returns, tax records, general ledger and financial statements of Asset Seller;

(c)

Asset Seller’s accounts receivable;

(d)

Any vendor rebates to which Asset Seller is entitled and which accrue prior to Closing;

(e)

The name “Ron Snider” or any variations or derivations thereof;

(f)

The furniture and furnishings in the office building of the Asset Seller (which is the personal property of Ronald E. Snider); and

(g)

The carport structure presently used to house the motor home of Ronald E. Snider.

PURCHASE PRICE .

(a)

Total Purchase Price . The total purchase price of the Assets (the “Purchase Price”) shall be Seven Hundred Thousand and No/100 Dollars ($700,000.00), subject to (i) adjustment as provided in Section 3 and (ii) any herein specified closing prorations.

(b)

Inventory Adjustment . On the day before the Closing, Purchaser and Asset Seller shall jointly take a physical inventory of the Inventory. The value of each item of Inventory shall be equal to Asset Seller’s actual cost thereof. On the Closing Date, the parties shall prepare a written account of such physical inventory that lists i")"(i) ")"(ii) the cost of each Item. Asset Seller warrants that on the Closing Date Asset Seller will have Inventory on hand of not less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00). In the event that less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00) in Inventory is on hand at the Closing Date, the Purchase Price will be reduced by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date. In the event that more than Twenty-Six Thousand Four Hundred Sixty-seven Dollars (26,467.00) of Inventory is on hand at the Closing Date, the Purchase Price will be increased by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date.

(c)

Allocation . The Purchase Price shall be allocated among the Assets as set forth in this paragraph (c).

(1) The sum of Two Hundred Seventy-five Thousand and No/100 Dollars ($275,000.00) shall be allocable to the Fixed Assets, of which amount Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall be allocable to machinery and equipment, Twelve Thousand, Five Hundred and No/100 Dollars ($12,500.00) shall be allocable to gift shop furniture and fixtures, and Twelve Thousand, Five Hundred and No/100 Dollars ($12,500.00) to office furniture and fixtures).

(2) The sum of Twenty-five Thousand and No/100 Dollars ($25,000.00) shall be allocable to the Vehicles.

(3)

The sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) shall be allocable to the Wild Animals.

The Inventory, Licenses, Proprietary Information, and Goodwill shall be conveyed to Purchaser at Closing for no additional consideration, or the parties may by mutual agreement alter the above stated allocation and allocate a part of the Purchase Price among the Inventory, Licenses, Proprietary Information, and Goodwill.

In addition to the payment of the Purchase Price, Purchaser agrees to pay Asset Seller and Ronald E. Snider the sum of Two Hundred and No/100 Dollars ($200.00) for the noncompetition and nonsolicitation covenants decribed on Section 14 hereof.

PAYMENT OF PURCHASE PRICE.

(a)

Payment at Closing. At the Closing, Purchaser shall pay Asset Seller the purchase price, adjusted as provided herein, as follows:

(i)

The sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), in cash, certified funds, or by wire transfer subject to (i) adjustment as provided in Section 3 and (ii) any herein specified closing prorations; and

(ii)

The sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), in the form of Purchasers promissory note payable to the order of the Asset Seller (the “Note”).

(b)

Note and Security Documents . The Note shall be in the form attached hereto as Exhibit C . The Note shall bear interest at seven and one-half percent (7.5%) per annum and shall provide for eighty-three (83) equal monthly payments of principal and interest inclusive of $5,368.40, together with one additional and final payment in the amount of any unpaid principal and accrued interest thereon, with the first such payment being due and payable by the Purchaser to the Asset Seller on the first day of the first calendar month following the Closing. The Note shall be secured by (i) a security deed in form and substance identical to the deed to secure debt which is attached hereto as Exhibit D (the “Security Deed”), which shall be a first priority encumbrance against the Real Property, and (ii) a security agreement in form and substance identical to the security agreement which is attached hereto as Exhibit E (the “Security Agreement”) which shall be a first priority encumbrance against the Assets. The Note shall contain no prepayment premium or penalty.

SALES TAX . Asset Seller shall file timely its final sales tax return as mandated by Official Code of Georgia Annotated § 48-8-46.

ALLOCATION . The allocation of the Purchase Price as provided in Section 3 hereof. shall be used by the parties in completing Internal Revenue Service Form 8594 and in satisfying all other reporting requirements of the Internal Revenue Service and any other state or local taxing authority. No party hereto shall take a position on any tax return that is in any way inconsistent with the allocation of the Purchase Price provided in Section 3 hereof.

DISCLAIMER OF ASSUMPTION OF LIABILITIES AND OBLIGATIONS OF ASSET SELLER . Unless expressly set forth herein, Purchaser does not hereby assume, and will not discharge, pay, perform or be responsible or liable for, and Asset Seller shall remain responsible and liable for all debts, liabilities, causes in action, claims or obligations of any nature, whether absolute or contingent, of Asset Seller, or expenses or legal fees that may be incurred to compromise or defend the foregoing, including, without limitation, all liabilities for federal income taxes, state and local income or sales taxes (including sales taxes accrued prior to the Closing Date with respect to the operation of the Business by Asset Seller), excise taxes, all other taxes of any nature, accounts payable and all promissory notes, claims of any of Asset Seller’s employees or customers, debts or other obligations of any nature. At or before the Closing, Asset Seller shall pay in full all secured creditors of Asset Seller.

POST-CLOSING ACCOUNTS RECEIVABLE COLLECTION If any checks or other proceeds received in payment of Asset Seller’s accounts receivable are received by Purchaser after the Closing, Purchaser will promptly forward such checks or other proceeds to Asset Seller.

PRORATIONS . Ad valorem taxes, if any, on the Assets, rent, and utility charges (including telephone) shall be prorated between Asset Seller and Purchaser as of the Closing Date. With respect to any advertising commitments for calendar year 2005 which are listed on Schedule 9 attached hereto, the costs of which shall have been paid by Asset Seller prior to Closing, the amount of such costs shall be prorated as of the Closing Date, based on the number of days in calendar year 2005 the Assets are owned by Asset Seller and Purchaser, respectively (the parties acknowledging that to the extent Asset Seller has prepaid the items listed on Schedule 9 with respect to post-closing periods, Asset Seller shall be reimbursed for the same at Closing). In the event that Asset Seller has received prior to Closing any monies from (i) the sale of season passes which relate to periods after Closing and/or (ii) advance sales for park admission or park events that will occur after Closing, Asset Seller shall pay the same to Purchaser, at Closing; provided that in the case of season passes such amounts shall be prorated based on the period of time that such passes will remain in effect after Closing in relation to the period for which such passes were originally effective.

10.

RISK OF LOSS . Asset Seller retains all risk of destruction, loss or damage to the Assets due to fire or other casualty on or prior to the Closing Date. Upon any destruction, loss or damage due to fire or other casualty of any material portion of the Assets or any material portion of the Premises which Asset Seller does not agree to repair prior or replace prior to Closing, Purchaser shall have the option to terminate this Agreement. The Purchaser shall notify Asset Seller within fifteen (15) days after receiving notice from Asset Seller of any destruction, loss or damage which permits termination hereunder of its decision to terminate this Agreement. If Asset Seller agrees to so repair or replace such damage, or if Purchaser does not timely notify Asset Seller of termination, this Agreement shall remain in full force and effect; provided, however, the Purchase Price shall be adjusted at the Closing to reflect the reduction in the value of the Assets caused by such destruction, loss or damage. For purposes of this Section 10 , any damage to the Assets or the Premises as a result of fire or other casualty in excess of Ten Thousand Dollars ($10,000.00) shall be deemed to be material.

11.

BULK TRANSFER ACT . The parties hereby waive compliance with the provisions of the Georgia Uniform Commercial Code – Bulk Transfers Act (Official Code of Georgia Annotated § 11-6-101 et. seq. )

12.

REPRESENTATIONS AND WARRANTIES OF ASSET SELLER . As of the date of this Agreement and as of the Closing Date, Asset Seller represents and warrants to Purchaser as set forth in paragraphs (a) through (p):

(a)

Organization of Asset Seller . Asset Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and has all requisite power and authority to own and use its properties and to carry on its business as it is presently being conducted. Asset Seller has full power and authority to conduct the Business at the Premises, to enter into this Agreement and to consummate the transactions contemplated hereby.

(b)

Securities and Contracts . There are in existence no outstanding options, contracts (other than this Agreement and the Real Property Purchase Agreement), commitments, warrants, debentures, agreements, or rights of any character or nature that would affect in any manner the sale of Assets pursuant to this Agreement.

(c)

Litigation . There are no actions, suits, claims or proceedings pending or to Asset Seller’s Knowledge (and for purposes of this Agreement the term “Knowledge” means the actual Knowledge of the particular party) threatened against the Business or Asset Seller affecting the Business, the Premises or the Assets, at law or in equity, or before any federal, state, municipal or other governmental agency or instrumentality, domestic or foreign. Asset Seller is not aware of any facts that might result in any such action, suit, claim or proceeding. Except for a lien in favor of Ronald E. Snider, no judgments or liens are outstanding against Asset Seller or the Assets. Asset Seller is not in default with respect to any order or decree of any court or of any governmental agency or instrumentality.

(d)

Compliance with Law and Other Instruments .

(1) Asset Seller is not in violation of any material term, covenant or provision of any mortgage, indenture, debenture, contract, agreement, instrument, judgment, decree, or order. Neither the execution and delivery of this Agreement, nor the performance or compliance with this Agreement, nor the consummation of the transactions contemplated hereby will result in the violation of or be in conflict with or constitute a default under (i) any term, covenant or provision of any mortgage, indenture, debenture, contract, agreement, instrument, judgment, decree, or order, (ii) the Articles of Incorporation or Bylaws of Asset Seller, (iii) any order, writ, injunction, judgment, or decree to which Asset Seller is a party or by which Asset Seller or the Assets may be bound or affected, or (iv) result in the creation of any mortgage, lien, encumbrance, or charge upon any of the properties or assets of Asset Seller. Asset Seller has received no notice of any violation of any law, rule or regulation relating to the Business.

(2) To the best of Asset Seller’s Knowledge, Asset Seller is not in violation of any material term, covenant or provision of any statute, rule or regulation. To the best of Asset Seller’s Knowledge, neither the execution and delivery of this Agreement, nor the performance or compliance with this Agreement, nor the consummation of the transactions contemplated hereby will result in the violation of or be in conflict with or constitute a default under (i) any statute, rule or regulation, or (ii) any law, statute, rule or regulation of any governmental agency or instrumentality to which Asset Seller is a party or by which Asset Seller or the Assets may be bound or affected.

(3) The representations and warranties contained in this Section 12(d) are subject to the Purchaser’s acknowledgement that from time to time representatives of the U. S. Department of Agriculture (the “U.S.D.A.”) inspect the Premises, make inquiries concerning the operation of the Business, and may assert that Asset Seller is not in compliance with one or more U.S.D.A. regulations or similar rules; any such assertion shall not be deemed to be a violation of any warranty or representation of the Asset Seller contained in this Agreement if within a reasonable time after any such assertion, but in any case prior to Closing, the condition which is the basis for such assertion is corrected by Asset Seller.

(e)

Binding Agreement . The execution, delivery and performance of this Agreement and all agreements, instruments and documents to be executed or delivered by Asset Seller pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous approval of the Board of Directors of Asset Seller and by all other necessary action on the part of Asset Seller. This Agreement has been duly executed and delivered by Asset Seller and constitutes the legal, valid and binding obligation of Asset Seller, enforceable against each of them in accordance with its terms.

(f)

Good Title to Assets . Except for ad valorem taxes not yet due and payable and any lien in favor of Ronald E. Snider (which lien in favor of Ronald E. Snider shall be cancelled at Closing), Asset Seller has good, absolute and marketable title to, and unrestricted possession of, all the Assets, all free and clear of all liens, mortgages, pledges, encumbrances, security interests, charges, restrictions of any kind, and any accrued, absolute, contingent or other liabilities of any nature, including, without limitation, liabilities for income taxes, sales taxes, excise taxes, property taxes or other taxes.

(g)

No Infringement . To the best of Asset Seller’s Knowledge, Asset Seller has not infringed and is not infringing upon any trademark, trade name, service mark, patent or copyright of any third party.

(h)

Taxes . Asset Seller has filed with the appropriate government agencies and instrumentalities all federal, state and local tax returns required to be filed by Asset Seller, which tax returns have been prepared on a consistent basis fully and accurately disclosing, reporting and computing Asset Seller’s income, deductions and tax liability. Asset Seller has paid all taxes shown to be due on such returns and is not delinquent in the payment of any taxes due and payable to the United States or any other taxing authority. Asset Seller is not involved in any dispute with any taxing authority, nor has Asset Seller received any notice of deficiency, audit or other indication of deficiency from any taxing authority. Asset Seller has paid in full all withholding, social security, unemployment insurance and sales taxes required to be paid by the United States or any other state, local or other taxing authority.

(i)

Financial Information . With respect to any financial statements of the Business which Asset Seller has delivered to Purchaser, the balance sheets contained in such financial statements fairly present, as of the respective dates thereof, Asset Seller’s (i) financial position and (ii) assets and liabilities. The statements of income and retained earnings contained in such financial statements fairly present the results of Asset Seller’s operations for the period indicated. Such financial statements are correct and complete in all material respects and were prepared in accordance with tax accounting principles, consistently applied throughout the period indicated. The books and records of Asset Seller are correct and complete in all material respects and have been maintained in accordance with tax accounting information.

(j)

No Union Contract; Labor Problems . Asset Seller has never been a party to or bound by, and Asset Seller’s employees are not affected by, any collective bargaining agreements or contracts or agreements with any labor union. No union or collective bargaining unit is presently attempting to organize the employees of Asset Seller for the purpose of establishing a union or collective bargaining unit and no such activity has occurred or been threatened in the sixty (60) month period immediately preceding the date of this Agreement. There are no pending or, to the best of Asset Seller’s Knowledge, threatened strikes, work stoppages, work slow-downs, boycotts or other labor problems by Asset Seller’s employees or otherwise affecting the Business or the Assets. To the best of Asset Seller’s Knowledge, no person or party (including, without limitation, any governmental agency or instrumentality) has any claim or basis for any action or proceeding against Asset Seller arising out of any statute, ordinance or regulation relating to wages, collective bargaining, discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, as amended, the Occupational Safety and Health Act, the Age Discrimination in Employment Act of 1967, or the Americans with Disabilities Act).

(k)

Material Contracts . Except for the contracts (including any contracts for advertising) which are disclosed on Schedule 12(k) attached hereto, the Assets are subject to no contracts, agreements or arrangements (written or oral) that cannot be terminated without penalty at the sole discretion of Asset Seller upon thirty (30) days notice. The execution of this Agreement and the consummation of the transactions contemplated hereby will not constitute a default or breach under any contract relating to the Business, including any lease respecting the Premises.

(l)

[RESERVED]

(m)

Real Property . Asset Seller does not own any parcels of real property. There is only one lease for real property to which Asset Seller is a party, and that is a lease with the Real Property Seller with respect to the Real Property (the “Lease”), which Asset Seller agrees to terminate at the Closing. Asset Seller has provided a true and correct copy of the Lease to the Purchaser. The Lease is in full force and effect and neither Asset Seller nor any other party to the Lease is in default or breach thereof. Asset Seller has received no notice of any condemnation proceeding with respect to any portion of the Premises, or any access thereto, and to Asset Seller’s best Knowledge no such proceeding is contemplated by any governmental agency or instrumentality.

(n)

Storage Tanks, etc . To the Knowledge of the Asset Seller, none of the following exists at the Premises: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments or disposal areas (other than lakes and dams for lakes, buried brush, buried animals and/or residential trash or refuse which remains from early 20 ^th and 19 ^th century farm houses formerly on the Real Property).

(o)

Environmental Matters .

(1) Neither the Asset Seller, nor to the Knowledge of the Asset Seller its predecessors, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities with respect to the Premises, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements;

(2) To the Knowledge of the Asset Seller neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements;

(3) Neither the Asset Seller, nor, to the Knowledge of Asset Seller its predecessors, has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other party relating to Environmental, Health, and Safety Requirements;

(4) No facts, events or conditions relating to the past or present facilities, properties or operations of the Asset Seller nor, to the Knowledge of Asset Seller no facts, events or conditions relating to the past or present facilities, properties or operations of its predecessors, will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

For purposes of this Agreement the term “Environmental, Health, and Safety Requirements” shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

(p)

Material Misstatements or Omissions . All factual information furnished by Asset Seller to Purchaser and all representations and warranties made by Asset Seller herein are true and accurate in all material respects. No representation or warranty made by Asset Seller in this Agreement, or in any document, statement, certificate, exhibit or schedule furnished to Purchaser pursuant hereto, or in connection with the transaction contemplated hereby, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein, necessary to make such representation and warranty not misleading or incomplete or necessary to provide Purchaser with proper information as to Asset Seller, the Assets or Asset Seller’s affairs.

(q)

Survival of Warranties, Representations and Agreements . Subject to Section 23 , the representations, warranties, agreements, and indemnifications of Asset Seller contained in this Agreement shall not be discharged or dissolved upon, but shall survive the Closing contemplated herein.

(r)

Disclaimer . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT THE ASSET SELLER HAS NOT MADE, AND THE ASSET SELLER DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS; (B) THE INCOME TO BE DERIVED FROM THE ASSETS OR THE BUSINESS; (C) THE COMPLIANCE BY THE ASSETS OR THE BUSINESS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS; (D) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS; (E) THE MANNER, QUALITY, STATE OF OR LACK OF REPAIR OF THE ASSETS; OR (F) ANY OTHER MATTER WITH RESPECT TO THE ASSETS OR THE BUSINESS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE ASSETS, PURCHASER IS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) RELYING SOLELY ON PURCHASER’S OWN INVESTIGATION OF THE ASSETS AND NOT ON ANY INFORMATION PROVIDED BY THE ASSET SELLER OR ASSET SELLER’S SHAREHOLDERS. THE ASSETS ARE BEING SOLD "AS IS” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN DETERMINED BY NEGOTIATION TO REFLECT THAT THE ASSETS ARE SOLD SUBJECT TO THE FOREGOING. PURCHASER'S ACKNOWLEDGMENTS CONTAINED IN THIS SECTION SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT AS APPLICABLE.

13.

REPRESENTATIONS AND WARRANTIES OF PURCHASER . Purchaser, as of the date of this Agreement and as of the Closing Date, represents and warrants to Asset Seller as set forth in paragraphs (a) through (e):

(a)

Corporate Existence . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to own and use its properties and to carry on its business as it is presently being conducted and will be conducted following the Closing. Purchaser has full power and authority to conduct a business substantially similar to the Business at the Real Property, to enter into this Agreement, execute the Note, the Security Agreement and the Security Deed, and to consummate the transactions contemplated hereby.

(b)

. Subject to Section 23 , the representations, warranties and agreements of Purchaser contained in this Agreement shall not be discharged or dissolved upon, but shall survive the Closing contemplated herein.

14.

RESTRICTIVE COVENANTS .

(a)

Noncompetition/Nonsolicitation . During the five (5) year period commencing on the Closing Date (the “Noncompetition Period”), Asset Seller shall not, directly or indirectly, either for Asset Seller’s own benefit or purposes or for the benefit or purposes of any other person or entity (including, without limitation, any partnership, corporation, firm, limited liability company or association of which Asset Seller is an agent, employee, independent contractor, consultant, investor, partner, shareholder or member) engage in any Competitive Activity. As used herein, the term “Competitive Activity” means any participation in, assistance of, employment by, ownership of any interest in or promotion or organization of any person, partnership, corporation, limited liability company, firm, association or other business enterprise other than Purchaser that, directly or indirectly, is engaged in the wild animal park business at any location which is within two hundred (200) miles of the Premises (the “Noncompete Area”); provided , however , that the term “Competitive Activity” shall not mean the ownership of less than one percent (1%) of any class of securities of any company if the class of securities is publicly traded on a national stock exchange. Provided, however, that this provision shall not be binding on Asset Seller at any time after Purchaser becomes in default hereunder or under any one or more of the Note, the Security Agreement, the Security Deed or the Consulting Agreement and fails to cure any such default within the time provided for curing such default. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 14(a ) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this provision of this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. At Closing, Ronald E. Snider shall enter into a noncompetition covenant with Purchaser with provisions that are substantially similar to the provisions set forth in this paragraph.

(b)

Nondisclosure . From and after the date of this Agreement, Asset Seller shall not, directly or indirectly, disclose to any other party or in any way use for itself or others any information, data, proprietary information, intellectual property, customer lists or information regarding pricing or the control or operation of the Business that does not constitute a trade secret without the prior written consent of Purchaser. Provided, however, that this provision shall not be binding on Asset Seller at any time after Purchaser becomes in default hereunder or under any one or more of the Note, the Security Agreement, the Security Deed or the Consulting Agreement and fails to cure any such default within the time provided for curing such default.

(c)

Consideration . As additional consideration for Asset Seller’s covenant not to compete as set forth herein, and as a part of the total Purchase Price, Purchaser shall pay Asset Seller and Ronald E. Snider the amount reflected as the consideration for the noncompetition covenants in Section 3 hereof.

(d)

Acknowledgement . Asset Seller hereby acknowledges that the covenants made by it in this Section 14 are a material inducement to Purchaser’s decision to purchase the Business.

(e)

Equitable Relief . Asset Seller acknowledges that it has carefully read and considered the provisions of this Agreement and that the provisions of this Section 14 are fair and reasonable and are necessarily required for the protection of the interests of Purchaser. Asset Seller further acknowledges that due to the nature of the business of Purchaser, a more limited geographical restriction than the one set forth in this Section 14 hereof would not be reasonable or appropriate. The parties acknowledge that they will be irreparably damaged in the event of a breach of any provision of Section 14 or Section 24 hereof. Accordingly, in the event of any breach of any provision of Section 14 or Section 24 hereof, such provision shall be enforceable in a court of equity by decree of specific performance or by temporary restraining order, preliminary injunction or permanent injunction, or any other legal or equitable remedy, without the necessity of showing actual damages or furnishing a bond or other security and, in the case of a temporary restraining order, such relief may be granted ex parte ( i.e., at the instance and for the benefit of either party without notice to the other party) and without the necessity of a full hearing on the evidence. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy the aggrieved party may have including, without limitation, any right to recover damages and the repayment of all profits, compensation, commissions, remuneration and benefits directly or indirectly realized in connection with the breach of the covenants contained in such Sections.

15.

NO BROKERAGE COMMISSION . Except as set forth on Schedule 15 attached hereto, Asset Seller represents and warrants to Purchaser that no brokerage or commission agreement, arrangement or understanding has been made or entered into by Asset Seller with respect to this Agreement or to the transactions contemplated hereby. Purchaser represents and warrants to Asset Seller that no brokerage or commission agreement, arrangement or understanding has been made or entered into by Purchaser with respect to this Agreement or to the transactions contemplated hereby. Each party hereto shall indemnify and hold harmless the other against and in respect of any claims for brokerage and other commissions relative to this Agreement or to the transactions contemplated hereby that are based in any way on any such agreements, arrangements or understandings, claimed to have been made by such party with any third party.

16.

EXPENSES . Whether or not the transactions contemplated by this Agreement are closed, each party shall pay its own accountants’ fees, legal fees, and all other expenses incurred by such party in connection with the preparation of this Agreement and the Closing. Purchaser shall pay all recording costs and Georgia intangible tax with respect to the Security Deed.

17.

EMPLOYEE MATTERS . All salaries, vacation and holiday pay, bonus, accrued obligations with respect to unemployment compensation, health insurance, social security, pension or other fringe benefits, and any other form of employee compensation (collectively, “Compensation”) currently owing to employees of Asset Seller is being paid on a timely basis and Asset Seller shall pay all such Compensation owed to employees of Asset Seller as of the Closing Date by such date. Purchaser is not assuming and shall have no liability for any such Compensation and is under no obligation or duty to hire, employ or otherwise engage any employee of Asset Seller except as provided herein.

18.

CONDUCT PRIOR TO CLOSING .

(a)

Access . Between the date of this Agreement and the Closing Date, and for as long as Purchaser is not in default hereunder or under the Real Property Purchase Agreement, Asset Seller shall afford to Purchaser, its legal counsel and other representatives reasonable access to the Premises and the Assets, and shall furnish Purchaser with such additional information regarding the Business as Purchaser may from time to time request.

(b)

Affirmative Requirements . Between the date of this Agreement and the Closing Date, and for as long as Purchaser is not in default hereunder or under the Real Property Purchase Agreement, Asset Seller shall:

(i)

maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted;

(ii)

perform all of its obligations under agreements relating to or respecting its Assets, properties, and rights;

(iii)

keep in full force and effect present insurance coverage or other comparable insurance coverage, as may be necessary to conserve the Assets adequately;

(iv)

use its best efforts to maintain and preserve the Business intact; retain its present employees; and maintain its relationships with suppliers, customers and others having business relations with it;

(v)

report promptly to Purchaser any fact, circumstance or occurrence that may in any way be expected to result in a material adverse change in the prospects, business or financial condition of Asset Seller and the Business;

(vi)

give Purchaser prompt written notice of any fact, circumstance, occurrence or matter that would cause any of the representations, warranties or covenants of Asset Seller set forth herein to be untrue, incorrect or misleading (and if any such fact, occurrence, circumstance or matter arises following the date hereof, Asset Seller shall use its best efforts to cure any such untruth, incorrectness or misleading information); and

(vii)

carry on the Business in substantially the same manner as it has previously and not introduce any material new method of management, operation or accounting; and

(viii)

maintain and keep in good standing the Licenses.

(c)

Prohibitions . Asset Seller shall not, for as long as Purchaser is not in default hereunder or under the Real Property Purchase Agreement, without the prior written consent of Purchaser:

(i)

enter into any contract or commitment or incur or agree to incur any liability except in the normal course of business;

(ii)

sell any inventory in any type of clearance, liquidation or going out of business sale or other sale not in the ordinary course of business; or

(iii)

purchase, sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business.

(d)

Escrow Matters. Prior to the execution hereof, Purchaser has deposited with Asset Seller’s counsel the sum of Fifty Thousand and 0/100 Dollars ($50,000.00) as escrow money (the “Initial Escrow Money”). Upon the execution by the Purchaser hereof, the Asset Seller will cause the Initial Escrow Money to be deposited with the Escrow Agent named in the Escrow Agreement attached hereto as Exhibit F (the “Escrow Agreement”). Upon the execution by the Purchaser of this Agreement, Purchaser agrees to deposit with the Escrow Agent named in the Escrow Agreement an amount of the Purchaser’s common stock (the “Escrow Stock”) having a value as of the date of deposit of One Hundred Fifty Thousand and 0/100 Dollars ($150,000.00) (the Initial Escrow Money and the Escrow Stock and the proceeds thereof being sometimes called herein the "Escrow Money"). For purposes of this Agreement the Escrow Stock shall be deemed to have a value of One Dollar ($1.00) per share. The Escrow Money shall be held in escrow to be applied for Purchaser's benefit against the purchase price at Closing or as otherwise provided for by this Agreement and by the Escrow Agreement. The Escrow Money is non-refundable except as expressly provided herein and in the Escrow Agreement. The Parties agree to execute the Escrow Agreement simultaneously with the execution of this Agreement.

(e)

Governmental Permits and Related Matters . Purchaser shall proceed diligently and shall use its best efforts to apply for and obtain all authorizations, consents and approvals of governmental agencies (including the transfer of the Licenses, to the extent the same are transferable) in order to consummate the transaction contemplated hereby. Nothing contained herein, however, shall obligate Asset Seller or any other person to relinquish any right, privilege or interest it has in any of the Licenses prior to Closing, and Purchaser shall take no action to cancel, impair or adversely affect the Licenses or the rights, privileges or interest therein of any holder of the Licenses prior to Closing.

19.

CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE .

(a)

Conditions Precedent to Purchaser’s Obligation to Close . The obligation of Purchaser to consummate the transactions contemplated by this Agreement or to purchase the Assets is expressly subject to the satisfaction, on or prior to Closing, of all of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing):

(i)

Instruments of Transfer . Asset Seller shall have delivered to Purchaser all such bills of sale, assignments, certificates of title, consents and other good and sufficient instruments of transfer, as shall be necessary to vest in Purchaser good, absolute and marketable title to the Assets, free and clear of any liens, leases, security interests, charges or encumbrances, and all other agreements and instruments required by Section 20 hereof.

(ii)

Representations and Warranties . All representations and warranties of Asset Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made at and as of such date.

(iii)

Covenants . Asset Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by Asset Seller on or prior to Closing.

(iv)

Material Errors, Etc . Purchaser shall not have discovered any material misstatement or omission in any of the exhibits or schedules hereto or representations or warranties made herein by Asset Seller or material failure on the part of Asset Seller to perform or satisfy any covenants or conditions required to be performed or satisfied by Asset Seller hereunder.

(v)

Absence of Litigation . No action or proceeding shall have been instituted or threatened prior to or at Closing before any court or governmental agency or instrumentality, the result of which could prevent or make illegal the consummation of the acquisition by Purchaser of the Assets hereunder, or the consummation of the transactions contemplated hereunder, or which would materially adversely affect the Assets or the business associated therewith.

(vi)

Approval of Documentation . The form and substance of all opinions, certificates, instruments of transfer and other documents to be furnished hereunder by Asset Seller and its counsel shall be reasonably satisfactory in all respects to Purchaser and its counsel.

(vii)

Consents and Approvals . Asset Seller and Purchaser shall have received all authorizations, consents and approvals of governmental agencies and authorities in order to consummate and realize the benefit of the transaction contemplated hereby and for Purchaser to operate the Business in the manner operated by Asset Seller.

(vii)

Closing of Real Property Purchase Agreement . The Real Property Purchase Agreement shall have closed in accordance with its terms.

(b)

Conditions Precedent to Asset Seller’s Obligations to Close . The obligation of Asset Seller to consummate the transactions contemplated by this Agreement is expressly subject to the satisfaction, on or prior to Closing, of all of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Asset Seller in writing):

(i)

Covenants . Purchaser shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by Purchaser on or prior to Closing.

(ii)

Representations and Warranties . All representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made at and as of such date.

(iii)

Consulting Agreement . Purchaser shall have executed the Consulting Agreement with Ronald E. Snider.

(vi)

Closing of Real Property Purchase Agreement . The Real Property Purchase Agreement shall have closed in accordance with its terms.

(v)

Note and Security Documents . Purchaser shall have executed and delivered to Asset Seller the Note, the Security Agreement and the Security Deed and all other documents of instruments as shall be necessary to carry out the terms thereof, including any UCC-1 or similar form, and shall have consented to recording the same in any jurisdiction in which such recording shall be necessary in the opinion of Asset Seller’s counsel in order to protect the interests of Asset Seller in the Assets as contemplated hereby, and shall have executed all other documents required to be executed by Purchaser in accordance with Section 20 hereof.

(vi)

Jason Hutcherson and Philip Michael Miller . Jason Hutcherson and Philip Michael Miller shall each have entered into employment agreements with Purchaser pursuant to which, among other terms and conditions mutually acceptable to Purchaser and the said individuals, Purchaser will employ each of them in management positions at the Premises (x) for a term of not less two (2) years following the Closing Date, (y) in accordance with a compensation arrangement which provides each of them with a yearly base salary which is not less than their respective base salaries in effect at the time of the making of this Agreement, together with year end bonuses in amounts not less than that to which they have become accustomed, and (z) with an initial payment at the time of Closing (in addition to the amounts set out in subpart (y)) of ten thousand (10,000) shares of Purchaser’s common stock.

(vii)

Approval of Documentation . The form and substance of all opinions, certificates, instruments securing the Note and other documents to be furnished hereunder by Purchaser and its counsel shall be reasonably satisfactory in all respects to Asset Seller and its counsel.

(viii)

20.

CLOSING AND CLOSING DATE .

(a)

The Closing and Closing Date . The closing (the “Closing”) of the transaction contemplated by this Agreement shall take place on February 1, 2005, or such earlier date as may be mutually agreeable (the “Closing Date”) among the parties. The Closing shall be held at the offices of J. Wayne Hadden, Esq., Daniel, Hadden & Alford, PC, 202 N. Lewis Street, LaGrange, Georgia 30240 at 10:00 A.M. (local time) on the Closing Date, unless an alternative time and place are mutually agreed upon by the parties. Purchaser shall have the right to extend the time for Closing until 10:00 A. M. (local time) on March 3, 2005, but only if (i) First Montauk Securities Corp., of Parkway 109 Office Center, 328 Newman Springs Road, Red Bank, New Jersey 07701 (“First Montauk”), gives Purchaser written notice not later than three (3) days prior to February 1, 2005 that First Montauk will be unable to provide Purchaser with the funds needed by Purchaser to close the purchase contemplated hereunder by February 1, 2005, (ii) upon receipt of such notice from First Montauk Purchaser immediately gives written notice of Purchaser’s exercise of this right of extension to Asset Seller, along with a copy of the written notice from First Montauk, and (iii) Purchaser deposits with the Escrow Agent named in the Escrow Agreement, on or before February 1, 2005, an amount of the Purchaser’s common stock having a value as of the date of deposit of One Hundred Thousand and 0/100 Dollars ($100,000.00) as additional Escrow Money, which additional stock shall also be nonrefundable, to be held and distributed in accordance with this Agreement and the Escrow Agreement as if originally a part of the Escrow Money. For purposes of this Agreement such additional stock shall be deemed to have a value of One Dollar ($1.00) per share.

(b)

Documents to be Delivered by Asset Seller to Purchaser at the Closing . At the Closing, Asset Seller shall execute and deliver (or cause to be executed and delivered), or deliver or cause to be delivered, as applicable, the following to Purchaser:

(i)

Bill of Sale transferring all Assets sold by Asset Seller to Purchaser in form reasonably required by Purchaser’s attorney;

(ii)

Title certificates covering the Vehicles, duly executed for transfer;

(iii)

Certificate of Asset Seller dated the Closing Date signed by a duly authorized officer of Asset Seller to the effect that all of the representations and warranties made by Asset Seller in this Agreement remain in all respects true and correct as of the Closing and to the effect that Asset Seller has performed and satisfied in all respects all covenants and conditions required by this Agreement to be performed or satisfied by Asset Seller on or prior to Closing;

(iv)

[RESERVED];

(v)

Copies of Resolutions of the Board of Directors and shareholders of Asset Seller, certified as true and correct by the Secretary of Asset Seller, authorizing and approving the execution, delivery and performance of this Agreement by Asset Seller and the sale of the Assets hereunder, and a certificate of the Secretary of Asset Seller, dated the Closing Date, certifying that such resolutions were duly adopted and are in full force and effect at such date and setting forth the incumbency of each person executing this Agreement or any other document or agreement on Asset Seller’s behalf;

(vi)

Certificate of the Secretary of Asset Seller dated the Closing Date, certifying the continued validity and effectiveness of the Resolutions of the Board of Directors and shareholders of Asset Seller described in Section 20(b)(v) hereof and the incumbency of each officer of Asset Seller;

(vii)

A written termination of the Lease between the Asset Seller and the Real Property Seller with respect to the Premises.

(viii)

For no additional consideration, all outstanding and issued shares of Pine Mountain Wild Animal Park, Inc., a corporation organized for the sole purpose of precluding the reservation by another party of the name “Pine Mountain Wild Animal Park, Inc.” as the name of a corporation in Georgia.

(c)

Documents and other Items to be Delivered by Purchaser to Asset Seller at the Closing . At the Closing, Purchaser shall execute and deliver (or cause to be executed and delivered), or deliver or cause to be delivered, as applicable, the following to Asset Seller:

(i)

collected funds made payable to the order of Asset Seller in the amount of the portion of the Purchase Price to be paid at Closing;

(ii)

the Consulting Agreement, the Note, the Security Agreement and the Security Deed, together with appropriate UCC-1 or similar forms as may be requested by Asset Seller’s counsel to evidence the lien described in the Security Agreement;

(iii)

copies of resolutions of the Board of Directors of Purchaser, certified as true and correct by the Secretary of Purchaser, authorizing and approving the execution of this Agreement by Purchaser and the purchase of the Assets hereunder and authorizing and approving the execution of the Consulting Agreement, the Note, the Security Agreement and the Security Deed and all other agreements, documents and instruments required under this Agreement;

(iv)

certificate of the Secretary of Purchaser dated the Closing Date, certifying the continued validity and effectiveness of the Resolutions of the Board of Directors and shareholders of Purchaser described in Section 20(c)(iii) hereof and the incumbency of each officer of Purchaser;

(v)

the Employment Agreements with Jason Hutcherson and Philip Michael Miller as described in Section 19(b)(vi) hereof.

(d)

Additional Actions . At Closing, the Initial Escrow Deposit shall be applied against the Purchase Price and the Escrow Stock shall be returned to the Purchaser (subject to the Purchaser’s payment in full of the portion of the Purchase Price to be paid by the Purchaser at Closing). Each party shall perform at the Closing any further acts and shall execute and deliver any additional documents that may be reasonably necessary to carry out the provisions of this Agreement and any other agreements contemplated hereby.

21.

OPINION OF ASSET SELLER’S COUNSEL . Asset Seller shall cause to be delivered to Purchaser an opinion from counsel to Asset Seller, in form and substance reasonably satisfactory to Purchaser and its counsel, to the effect that:

(i)

Asset Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and has all requisite power and authority to carry on its business as it is presently being conducted and to own its properties.

(ii)

The execution, delivery and performance of this Agreement by Asset Seller does not conflict with any provision of any applicable law and that the execution of this Agreement by Asset Seller and the consummation of the transactions contemplated hereby to be performed by Asset Seller are not subject to the approval or consent of any governmental, regulatory or administrative agency or instrumentality.

(iii)

Neither the execution of this Agreement nor the consummation of the transactions contemplated herein will result in the creation of any lien, charge or encumbrance on any of the properties or assets of Asset Seller.

(iv)

This Agreement and each of the related agreements and instruments have been duly executed and delivered by Asset Seller, and each such agreement and instrument constitutes a legal, valid and binding obligation of Asset Seller enforceable in accordance with their terms, subject to the limitations imposed by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity.

(v)

No action or proceeding has been instituted or threatened prior to or at Closing before any court or governmental agency or instrumentality that would enjoin or make illegal the transactions contemplated hereunder and no litigation, proceeding or governmental investigation is pending or, to its best Knowledge, threatened against or relating to Asset Seller.

22.

OPINION OF PURCHASER’S COUNSEL . Purchaser shall cause to be delivered to Asset Seller an opinion from counsel to Purchaser, in form and substance reasonably satisfactory to Asset Seller and its counsel, to the effect that:

(i)

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, is qualified to do business in Georgia, and has all requisite power and authority to carry on its business as it is presently being conducted and to own its properties.

(ii)

The execution, delivery and performance of this Agreement by Purchaser does not conflict with any provision of any applicable law and the execution of this Agreement by Purchaser and the consummation of the transactions contemplated hereby to be performed by Purchaser are not subject to the approval or consent of any governmental, regulatory or administrative agency or instrumentality.

(iii)

(iv)

This Agreement and each of the related agreements and instruments, including the Note, the Security Agreement, the Security Deed and the Consulting Agreement, have been duly executed and delivered by Purchaser, and each such agreement and instrument constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with their terms, subject to the limitations imposed by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity.

(v)

23.

INDEMNIFICATION .

(a)

Indemnification by Asset Seller . In addition to all other indemnities provided for elsewhere in this Agreement or any other agreement between the parties, Asset Seller shall indemnify and hold harmless Purchaser and its officers, directors, employees and agents (collectively, “Purchaser’s Indemnified Parties”) from and against all claims, costs, expenses, damages, losses, taxes, penalties or liabilities of any nature (including, without limitation, reasonable attorneys’ fees) (collectively, “Indemnity Claims” and, individually, “Indemnity Claim”) incurred by or assessed or alleged against Purchaser’s Indemnified Parties which arise out of, result from, relate to or allege any of the following:

(i)

the breach of this Agreement by Asset Seller including, without limitation, all covenants contained herein, or the untruthfulness or inaccuracy of any representation or warranty made by it herein or in any exhibit or schedule hereto;

(ii)

the operation of the Business prior to and including the Closing Date including, without limitation, all claims by creditors and customers of Asset Seller and any liabilities arising from or on account of any taxes of any nature;

(iii)

the failure of the Asset Seller to comply with the Bulk Transfer Act and any other law governing the transfer of corporate assets in connection with the transaction provided for in this Agreement;

(iv)

any employee benefits, including, without limitation any medical, life insurance, retirement, deferred compensation, bonus arrangement, salary or other compensation, vacation, liability or other benefits or obligations for or with respect to any former, retired, current or deceased employee of Asset Seller or their dependents or other beneficiaries relating to any period prior to and including the Closing Date, regardless of the date such benefit or obligation might have actually vested or vest;

(v)

the failure of Asset Seller to pay all sales taxes relating to the Business, including sales taxes accrued prior to Closing with respect to the operation of the Business by Asset Seller.

This indemnity shall survive this Agreement and the Closing hereunder solely to the extent discussed in Section 23(c) hereof, and shall not be construed to be limited or to otherwise restrict any other right, remedy or cause of action Purchaser’s Indemnified Parties may have against Asset Seller.

(b)

Indemnification by Purchaser . In addition to all other indemnities provided for elsewhere in this Agreement or any other agreement between the parties, Purchaser shall indemnify and hold harmless Asset Seller and its officers, directors, employees, shareholders and agents (sometimes collectively referred to herein as “Asset Seller’s Indemnified Parties”) from and against all Indemnity Claims incurred by or assessed or alleged against Asset Seller’s Indemnified Parties which arise out of, result from, relate to or allege any of the following:

(i)

The breach of this Agreement by Purchaser including, without limitation, all covenants contained herein, or the untruthfulness or inaccuracy of any representation or warranty made by it herein or in any exhibit or schedule hereto;

(ii)

The operation of Purchaser’s business following the Closing Date; and

(iii)

Any exercise by the Purchaser or its agents of its right to access to the Premises in accordance with Section 18(a) .

This indemnity shall survive this Agreement and the Closing hereunder solely to the extent discussed in Section 23(d) hereof, and shall not be construed to be limited or to otherwise restrict any other right, remedy, or cause of action Asset Seller’s Indemnified Parties may have against Purchaser. However, notwithstanding anything to the contrary contained herein, the obligation of Purchaser to indemnify with respect to any claims arising out of Section 23(b)(iii) shall survive any termination of this Agreement.

(c)

Limitations on Liability – Asset Seller . Asset Seller will have no liability (for indemnification or otherwise) with respect to the matters described in Section 23(a) hereof unless Purchaser notifies Asset Seller of such liability on or prior to the dates set out below:

(i)

no later than ten (10) years after the Closing Date, with respect to claimed breaches of the representations and warranties of Section 12(a) , Section 12(e) and Section 12(f) ;

(ii)

no later than six (6) years and one hundred twenty (120) days after the Closing Date with respect to claimed breaches of the representations and warranties of Section 12(h) and Section 12(l) ; and

(iii)

no later than two (2) years and one hundred twenty (120) days after the Closing Date, with respect to any other claims.

(d)

Limitation on Liability – Purchaser . Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in Section 23(b) hereof unless Asset Seller notifies Purchaser of such liability on or prior to the dates set out below:

(i)

no later than ten (10) years after the Closing Date, with respect to claimed breaches of the representations and warranties of Section 13(a) and Section 13(e) ;

(ii)

no later than two (2) years and one hundred twenty (120) days after the Closing Date, with respect to any other claims;

provided, however, that the limitations of this Section 23(d) do not apply to, and there shall be no limitation of time for giving notice of claims respecting, (i) claims for breaches of , or defaults with respect to, the Purchaser’s obligations under the Note, the Security Deed, the Security Agreement, or the Consulting Agreement, (ii) claims made with respect to the obligation of Purchaser to indemnify with respect to any claims arising out of Section 23(b)(ii) , and/or (iii) claims made with respect to Purchaser’s obligation to indemnify Asset Seller under Section 23(b)(iii) , all of which shall be subject to no time limitation.

(e)

Settlement of Third Party Claims .

(i)

If an Indemnity Claim that is covered by Section 23(a) hereof is made against any of Purchaser’s Indemnified Parties, Purchaser shall give written notice of such Indemnity Claim to Asset Seller and, with such notice, provide to Asset Seller a copy of the document(s) comprising the Indemnity Claim. The failure of Purchaser to give Asset Seller such notice timely shall not reduce or relieve Asset Seller of its indemnification obligations unless Asset Seller is materially prejudiced by such failure and then only to the extent of such prejudice. Asset Seller shall have ten (10) business days from the receipt of such notice to give written notice to Purchaser of their intention to defend such Indemnity Claim on behalf of Purchaser’s Indemnified Parties (the “Indemnity Acknowledgement Period”).

(ii)

If notice to defend is given by Asset Seller within the Indemnity Acknowledgement Period, Asset Seller shall have the right to compromise or defend any such Indemnity Claim through counsel reasonably acceptable to Purchaser and at Asset Seller’s own expense. If Asset Seller undertakes to defend any such Indemnity Claim, Asset Seller shall promptly provide Purchaser with copies of all pleadings and filings pertinent to the Indemnity Claim and shall permit Purchaser’s Indemnified Parties’ counsel, at Purchaser’s expense, to participate in, but not control, the defense of such Indemnity Claim. Except with the prior written consent of Purchaser, Asset Seller shall not in the defense of any such Indemnity Claim consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement that (A) does not include as an absolute and unconditional term thereof the giving by the claimant to Purchaser’s Indemnified Parties of a full and final release from all liability and damages in respect of such Indemnity Claim or (B) admits fault or liability on any of Purchaser’s Indemnified Parties part, or (C) imposes injunctive relief against Purchaser’s Indemnified Parties or requires Purchaser’s Indemnified Parties to enter into a consent decree.

(iii)

If any Indemnity Claim that is covered by Section 23(b) hereof is made against any of Asset Seller’s Indemnified Parties, the foregoing provisions of this Section 23 shall apply to such Indemnity Claim, but with all references to the parties, the references to Sections 23(a) or 23(b) hereof, as applicable, and the references to Sections 23(c), 23(d) or 23(e) hereof, as applicable, being reversed (it being the intent of the parties that Asset Seller’s Indemnified Parties have the same rights and obligations with respect to indemnification hereunder as Purchaser’s Indemnified Parties).

(f)

Deductibles. The Asset Seller shall not be required to indemnify the Purchaser unless (and only to the extent that) the aggregate amount of the agreed to or adjudicated Indemnity Claims against the Asset Seller exceeds $5,000.00.

(g)

Caps . The Asset Seller shall not be obligated to make indemnification payments pursuant to this Agreement which in the aggregate exceed one hundred percent (100%) of the Purchase Price. However, this paragraph will not apply to any breach of any of the Asset Seller’s* representations and warranties of which the Asset Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by a Seller of any covenant or obligation hereunder.

24.

CONFIDENTIALITY .

(a)

Pre-Closing Confidentiality Matters . Between the date of this Agreement and the Closing Date, the provisions of this Section 24(a) shall apply:

(1) Non-disclosure, Press Releases, Public Announcements, etc . Neither party shall disclose, disseminate or communicate any confidential, non-public or proprietary information disclosed by either party to the other party hereunder, use any such information for any purpose other than evaluating or consummating the transactions contemplated hereby or appropriate any such information to its use or benefit or to the use or benefit of any third party. For purposes of this Agreement, (i) the use by Purchaser of the Confidential Information to secure financing and investment and in anticipation of the development of the business to be conducted by the Purchaser on the Real Property following the Closing and (ii) the use of such information in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby shall be deemed to be for the purpose of evaluating or consummating the transactions contemplated hereby, and the Purchaser is expressly authorized to use the Confidential Information for such purposes. Except as expressly permitted by this Section 24 , neither party nor its affiliated entities, and their successors, officers, directors, employees and agents, shall disclose to any third party the terms of this Agreement, financial or otherwise, or the fact that the parties have entered into this Agreement without the prior written consent of the other party. No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the Purchaser and the Asset Seller; provided, however , that any party may make any public disclosure it believes in good faith is required by applicable law (in which case the disclosing party will use its best efforts to advise the other party prior to making the disclosure).

(2) Additional Restrictions . Cumulative with, and not in limitation of the foregoing, prior to the Closing Date, (A) the Purchaser will treat and hold as such all of the Confidential Information and refrain from using any of the Confidential Information except in connection with this Agreement; (B) without the Asset Seller*’s prior written consent, the Purchaser will not (i) disclose, in whole or in part, the same to any other person (other than to the representatives of the Purchaser who need access to any such materials or information for purposes in connection with this Agreement), or (ii) use any Confidential Information in any way directly or indirectly detrimental to the Asset Seller; (C) the Purchaser shall be responsible for ensuring that all of its representatives adhere to the terms of the undertakings of this Section 24(a)(2) as if such parties were original parties hereto; (D) the Purchaser will deliver promptly to the Asset Seller or destroy, at the request and option of the Asset Seller, all tangible embodiments (and all copies) of the Confidential Information which are in its possession; (E) in the event that the Purchaser is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Purchaser will notify the Asset Seller promptly of the request or requirement so that the Asset Seller or the Asset Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 24(a) ; (F) if, in the absence of a protective order or the receipt of a waiver hereunder, the Purchaser is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Purchaser may disclose the Confidential Information to the tribunal; provided, however, that the Purchaser shall use his or its best efforts to obtain, at the request and expense of the Asset Seller, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Asset Seller shall designate.

(3) Exception for Retention of Employees . A reasonable disclosure by either the Asset Seller or the Purchaser to any current employees of the Asset Seller of the possibility of the sale of the Assets to Purchaser shall not be deemed to be a violation of this Section 24(a) if such disclosure is made for the purposes of (i) retaining such employee until the Closing occurs, (ii) providing assurances to such employee that his or her services will be desired until or following the Closing, or (iii) otherwise preserving or maintaining the Business until and after the Closing.

(b)

Post-Closing Confidentiality Matters . In the event the Closing occurs, then from and after the Closing, the restrictions contained in Section 24(a) shall no longer apply, except that any Confidential Information which is financial information concerning the Asset Seller’s financial condition or income, including, without limitation the Asset Seller’s books and records, tax returns, tax records, general ledger and financial statements, shall remain subject to the provisions of Section 24(a) for the longest period permitted by applicable law, and upon the Closing Date the Purchaser will deliver promptly to the Asset Seller or destroy, at the request and option of the Asset Seller, all tangible embodiments (and all copies) of the information described in this Section 24(b) .

(c)

No Closing . If the transactions contemplated hereby are not consummated, the Purchaser will promptly return to Asset Seller, or at the option of Asset Seller destroy, as much of such Confidential Information that is written information as the Asset Seller may reasonably request.

(d)

Enforcement . Without prejudice to any other rights or remedies the Asset Seller may have, the Purchaser acknowledges and agrees that money damages would not be an adequate remedy for any breach of this Section 24 and that the Asset Seller shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 24 . Purchaser’s obligations contained in this Section are cumulative with, and not in limitation of, any prior confidentiality agreement Purchaser has executed in favor of Asset Seller, and such obligations of Purchaser shall survive any termination of this Agreement.

(e)

Confidential Information . For purposes hereof, the term “Confidential Information” means any written, oral, or other information obtained in confidence by the Purchaser from the Asset Seller or its shareholders, employees or officers in connection with this Agreement or the transactions contemplated hereby (and the parties agree in connection herewith that all information so provided to the Purchaser in connection with the transactions contemplated hereby has been obtained in confidence by the Purchaser), unless such information is already known to the Purchaser or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of the Purchaser.

25.

CONSULTING AGREEMENT WITH RONALD E. SNIDER . Upon consummation of the Closing, Purchaser shall enter into a consulting agreement with Ronald E. Snider in form and substance attached hereto as Exhibit G , incorporated herein and made a part hereof (the “Consulting Agreement”) for a term of three (3) years following the Closing. Purchaser shall pay Ronald E. Snider a consultant’s fee of Three Hundred Thousand Dollars ($300,000.00) during the term of the Consulting Agreement as provided therein. Such amount will be payable in equal monthly increments of $8,333.33 on the first day of each month during said three (3) year period ($4,163.33 in cash and $4,160.00 in Purchaser’s common stock). For purposes of this provision, each share of Purchaser = s common stock shall be deemed to have a value of $1.00, notwithstanding the actual value thereof at any pertinent time.

26.

ACCESS TO RECORDS AND PREMISES . The Asset Seller shall be entitled to reasonable access to the records related to the conduct of the Business prior to Closing at reasonable times during Purchaser’s normal business hours following the Closing in the event Asset Seller becomes the subject of any claim to which such records relate or in connection with the defense of an Indemnity Claim.

27.

TERMINATION . The Parties may terminate this Agreement as provided below:

(a)

Mutual Consent . The Purchaser and the Asset Seller may terminate this Agreement by mutual written consent at any time prior to the Closing.

(b)

Purchaser Termination . The Purchaser may terminate this Agreement

(i)

by giving written notice to the Asset Seller on or before December 1, 2004 that Purchaser’s certified public accountants have determined that the Asset Seller’s actual EBITDA for any completed calendar year prior to Closing is less than an amount which is ninety percent (90%) of EBITDA as shown by the financial statements of Asset Seller for such year which Asset Seller has provided to Purchaser prior to the execution of this Agreement; or

(ii)

by giving written notice to the Asset Seller at any time prior to the Closing in the event (A) the Asset Seller has breached any material representation, warranty, or covenant contained in this Agreement or in the Real Property Purchase Agreement in any material respect and (B) the Purchaser has notified the Asset Seller of the breach, and (C) the breach has continued without cure for a period of thirty (30) days after the notice to Asset Seller of the breach; or

(iii)

if the Closing shall not have occurred on or before February 1, 2005 by reason of the failure of any condition precedent under Section 19(a) hereof (unless the failure results primarily from the Purchaser itself breaching any representation, warranty, or covenant contained in this Agreement).

If Purchaser shall not have given notice of termination to Asset Seller for the reason set forth in Section 27(b)(i) on or before December 1, 2004, then Purchaser’s right to terminate this Agreement pursuant to Section 27(b)(i) shall be deemed to be waived for all purposes of this Agreement, the Escrow Agreement, and the Real Property Purchase Agreement. For purposes of this paragraph, the term “EBITDA” means Asset Seller’s earnings determined in accordance with the income tax basis of accounting before any reduction or allowance for interest, taxes, depreciation or amortization expense.

(c)

Asset Seller Termination . The Asset Seller may terminate this Agreement by giving written notice to the Purchaser at any time prior to the Closing

(i)

in the event the Purchaser has breached any material representation, warranty, or covenant contained in this Agreement or in the Real Property Purchase Agreement in any material respect, the Asset Seller has notified the Purchaser of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach or

(ii)

if the Closing shall not have occurred on or before February 1, 2005 by reason of the failure of any condition precedent under Section 19(b) hereof (unless the failure results primarily from the Asset Seller itself breaching any representation, warranty, or covenant contained in this Agreement).

(d)

Effect of Termination . If any party terminates this Agreement pursuant to Section 27(a) above, no party shall have any further obligation to any other Party, except (i) no termination of this Agreement under any provision of this Section 27 shall prejudice any claim any party may have under this Agreement or under the Escrow Agreement that arises prior to the effective date of such termination, and (ii) termination of this Agreement shall not terminate or otherwise affect the rights and obligations set forth in Section 23(b)(iii) respecting certain indemnification obligations arising out of Purchaser’s access to the Premises and the Assets, which obligations shall survive termination as independent obligations. Upon any termination by Purchaser under Section 27(b) , the Escrow Money shall be returned to the Purchaser. Upon any termination other than a termination by the Purchaser under Section 27(b) , the Escrow Money shall be delivered to the Asset Seller (and the Real Property Seller). It is the parties’ intent, and each of the parties hereby acknowledges, that the Escrow Money is not refundable to the Purchaser except in the case of a termination of this Agreement by the Purchaser as permitted by Section 27(b) , and in all other cases the Escrow Money shall be delivered to, and belong to, the Asset Seller (and the Real Property Seller).

(e)

Termination if Closing Does Not Occur by Closing Date . Subject only to the right of a party to cure any default hereunder during thirty (30) days following the giving of notice of any default hereunder, any party may terminate this Agreement, in its sole discretion:

(i)

if the Closing has not occurred by February 1, 2005 and if Purchaser has not validly exercised its right to extend the time for Closing in accordance with the last sentence of Section 20(a) , or

(ii)

if the Closing has not occurred by March 3, 2005 if Purchaser has validly exercised its right to extend the time for Closing in accordance with the last sentence of Section 20(a) .

28.

GENERAL PROVISIONS .

(a)

Assignment . This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Purchaser and the Asset Seller; provided, however , that no assignment by a party hereunder shall relieve such party of its obligations or liabilities under this Agreement.

(b)

Amendment . Neither this Agreement nor any term or provision hereof may be changed, modified, waived, discharged or terminated orally or in any manner other than by instrument in writing signed by the party against whom the enforcement of such change, modification, waiver, discharge or termination is sought.

(c)

Binding Effect . This Agreement shall be binding only when signed by all of the parties hereto. Upon such execution, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives.

(d)

Necessary Action . Each party shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

(e)

Notice . Any notice required or permitted to be given hereunder shall be deemed to have been given when personally delivered or deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid and properly addressed to the respective party to whom such notice relates at the following addresses:

TO PURCHASER:

Great American Family Parks, Inc.

208 South Academy Avenue

Suite 130

Eagle, Idaho 83616

Attn: Mr. Larry L. Eastland

with a copy to:

John L. Runft, Esq.

Runft Law Offices, PLLC

1020 West Main Street

Suite 400

Boise, Idaho 83702

TO ASSET SELLER:

Mr. Ronald E. Snider

P. O. Box 1141

Pine Mountain, Georgia 31822

with a copy to:

Wayne Hadden, Esq.

Daniel, Hadden & Alford, P. C.

202 North Lewis Street

LaGrange, Georgia 30240

or at such alternate addresses as shall be specified by notice given in the manner herein provided.

(f)

Captions . The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

(g)

Submission to Jurisdiction . Each of the parties submits to the jurisdiction of any of the State Court or Superior Court of Troup County, Georgia and the Federal District Court for the Northern District of Georgia, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

(h)

Costs . If either party initiates any action or proceeding (including any arbitration) to enforce any of its rights hereunder or to seek damages for any violation hereof, then, in addition to all other remedies that may be granted, the prevailing party shall be entitled to recover reasonable attorneys’ fees and all other costs that it may sustain in connection with such action or proceeding.

(i)

Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(j)

Governing Law . This Agreement shall be deemed to be a contract made under and governed by the internal laws of the State of Georgia without giving effect to its choice of law rules.

(k)

Including . Whenever terms such as “include” or “including” are used in this Agreement, they shall mean “include” or “including” without limiting the generality of any description or word preceding such term.

(l)

Severability . If any provision of this Agreement conflicts with the law under which this Agreement is to be construed and if a court of competent jurisdiction should declare such provision to be unenforceable or void as unreasonable, such provision shall be deleted from this Agreement and the remaining provisions hereof shall remain in full force and effect to the extent such court does not declare them to be unreasonable or unenforceable.

(m)

Access to Counsel . This Agreement has been drafted by counsel for Asset Seller as a convenience to the parties only and shall not, by reason of such action, be construed against Asset Seller or any other party. Purchaser acknowledges that it has had full opportunity to review this Agreement and have had access to counsel of its choice to the extent it deems necessary in order to interpret the legal effect hereof.

(n)

Exhibits . All exhibits, schedules and attachments referred to in this Agreement are deemed to be attached to this Agreement and incorporated by reference herein. Except as otherwise defined therein, capitalized words that appear in the schedules referred to herein have the meanings assigned to such words in this Agreement.

(o)

Entire Agreement . This Agreement, the Exhibits and Schedules attached hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings with respect to the subject matter hereof. There are no agreements, understandings, warranties or representations between the parties hereto other than those set forth herein and in such Exhibits, Schedules, documents and instruments.

(p)

No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any party other than the parties hereto and their respective successors and permitted assigns.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

ASSET SELLER :

Ron Snider & Associates, Inc.

By: /s/ Ronald E. Snider

Name:

Ronald E. Snider

Title:

President

PURCHASER :

GREAT AMERICAN FAMILY PARKS, INC.

By: /s/ Larry L. Eastland

Title:_____________ __

EXHIBIT A

THE PREMISES

All that tract or parcel of land lying and being in Land Lots nine (9) and ten (10) of the Fourth Land District and Land Lots one hundred thirty seven (137) and one hundred seventy (170) of the Third Land District of Troup County, Georgia, containing 193.201 acres, and being more particularly described on a plat of survey entitled “Survey for Pine Mountain Wild Animal Park” dated as of April 27, 2000, prepared by James Stothard, Georgia Registered Land Surveyor Number 2321 and bearing the designation “CAD File: Snyder3.” Said plat of survey is incorporated herein and made a part hereof for purposes of a more complete description.

EXHIBIT B

THE REAL PROPERTY

A parcel of land located in Land Lots 137 and 170 of the 3rd Land District, and Land Lots 8,

9, 10, 25 and 26 of the 4th Land District, all in Troup County, Georgia, said parcel being more

particularly described as follows:

Commencing at the intersection of Oak Grove Road and Tucker Road located in Land Lot

10 of the 4th Land District, Troup County, Georgia:

THENCE South 28 degrees 04 minutes 4l seconds East for a distance of 76.37 feet to an Iron

Pin Found on the Southerly right-of-way of Oak Grove Road and the POINT OF

BEGINNING of the parcel herein described;

THENCE along the Southerly right-of-way of Oak Grove Road on a curve to the left having a radius of 460.70 feet and an arc distance of 178.10 feet, said arc being subtended by a chord of South 68 degrees 38 minutes 48 seconds East for a distance of 176.99 feet to an Iron Pin Found;

THENCE continuing along said right-of-way South 78 degrees 16 minutes 25 seconds East for a distance of 418.55 feet to an Iron Pin Found;

THENCE leaving said right-of-way South 00 degrees 04 minutes 25 seconds East for a distance of 665 . 57 feet to an Iron Pin Found;

THENCE South 70 degrees 50 minutes 38 seconds East for a distance of 355.42 feet to an Iron Pin Found;

THENCE South 02 degrees 12 minutes 25 seconds West for a distance of 494.00 feet to an Iron Pin Found;

THENCE South 87 degrees 57 minutes 18 seconds East for a distance of 300.63 feet to an Iron Pin Found;

THENCE South 02 degrees 06 minutes 24 seconds West for a distance of 2412.16 feet to an Iron Pin Found;

THENCE North 88 degrees 32 minutes 40 seconds West for a distance of 1243.84 feet to an Iron Pin Found on Land Lot Line 137 of the 3rd Land District and Land Lot Line 9 of the 4th

Land District of Troup County, Georgia;

THENCE South 02 degrees 05 minutes 25 seconds West for a distance of 197.06 feet to an Iron Pin Found on the Southerly right-of-way of a 100 foot Georgia Power Line easement;

THENCE continuing South along said Land Lot Line to the centerline of Turkey Creek and a Point as shown on a plat for Andrew M. Taylor dated 2-18-2004 by P.C. Flynn and noted as “D”;

THENCE continuing along the centerline of Turkey Creek in a Westerly direction to a Point, “C’ as shown on said Andrew M. Taylor plat;

THENCE Southerly along the Easterly property line of Andrew M. Taylor to a Point on the South Land Lot Line of Land Lot 9 of the 4th Land District and North Land Lot Line of Land Lot 8 of the 4th Land District;

THENCE in a Westerly direction along said Land Lot Line and Northerly property line of Andrew M. Taylor to the Southwest Corner of Land Lot 9 of the 4th Land District;

THENCE Northerly along the Westerly Land Lot Line 9 to the Centerline of Turkey Creek; THENCE following Turkey Creek in a Northwesterly direction to a Point on the Easterly right-of-way of Floyd Road, having an 80 foot right-of-way;

THENCE continuing along the Easterly right-of-way of Floyd Road in a Northerly direction to the Southwest property corner of Byron Butts, Sr.;

THENCE easterly along the Southerly property line to the Southeast property corner of Byron Butts, Sr.;

THENCE in a Northerly direction along the Easterly property line of Byron Butts, Sr. to a Point on the Southerly right-of-way of Oak Grove Road, having an 80 foot right-of-way;

THENCE continuing along Oak Grove Road in a Easterly direction to the Northwesterly corner of Tract 3 as shown on a plat recorded in Plat Book 33 , Page 226 of the Troup County, Georgia records;

THENCE in a Southerly direction along the Westerly property line of Tract 3 to the Southwest corner of Tract 3;

THENCE in an Easterly direction along the southerly line of Tract 3 and a portion of Tract 2 as shown on a plat recorded in Plat Book 33, Page 226 of the Troup County, Georgia records to the Northwest corner of the Oak Grove Congregational Christian Church property as shown on plat recorded in Plat Book 24, Page 61 of the Troup County, Georgia records;

THENCE in a Southerly direction along the Westerly property line of the Oak Grove Congregational Christian Church property to an Iron Pin Found at the centerline of Murphy Cemetery Road;

THENCE South 72 degrees 26 minutes 16 seconds East for a distance of 13.24 feet to an Iron Pin Found on the Southeasterly right-of-way of Murphy Cemetery Road;

THENCE continuing along said right-of-way North 17 degrees 33 minutes 44 seconds East for a distance of 144.22 feet to an Iron Pin Found;

THENCE continuing along said right-of-way North 23 degrees 20 minutes 44 seconds East for a distance of 132.31 feet to an Iron Pin Found;

THENCE continuing along said right-of-way North 53 degrees 28 minutes 44 seconds East for a distance of 232.63 feet to an Iron Pin Found;

THENCE continuing along said right-of-way North 66 degrees 23 minutes 44 seconds East for a distance of 250.03 feet to an Iron Pin Found;

THENCE continuing along said right-of-way North 78 degrees 43 minutes 44 seconds East for a distance of 473.06 feet to an Iron Pin Found;

THENCE continuing along said right-of-way North 87 degrees 09 minutes 44 seconds East for a distance of 229.08 feet to an Iron Pin Found;

THENCE continuing along said right-of way North 77 degrees 12 minutes 44 seconds East for a distance of 13.45 feet to an Iron Pin Found;

THENCE leaving said right-of-way South 02 degrees 02 minutes 03 seconds West for a distance of 213.54 feet to an Iron Pin Found;

THENCE North 87 degrees 38 minutes 05 seconds East for a distance of 214.99 feet to an Iron Pin Found;

THENCE North 02 degrees 08 minutes 50 seconds East for a distance of 203.52 feet to an Iron Pin on the Southerly right-of-way of Oak Grove Road and The POINT OF BEGINNING.

Said property contains approximately +/- 516 acres, but expressly excludes approximately 25 non-contiguous acres which is separated from the other land by Floyd Road.

EXHIBIT C

THE NOTE

PURCHASE MONEY PROMISSORY NOTE

_________ 1, 2005

$350,000.00

LaGrange, Georgia

FOR VALUE RECEIVED, Great American Family Parks, Inc. (the "Purchaser"), promises to pay to the order of Ron Snider & Associates, Inc. (herein the "Seller" and, along with each subsequent holder of this Note, referred to as the "Holder"), the principal sum of Three Hundred Fifty Thousand and 0/100 DOLLARS ($350,000.00), with interest on the outstanding principal balance of this Note from the date hereof until fully paid at a simple interest rate of seven and one-half percent (7.5%) per annum, as hereinafter provided.

1. This Note shall be payable in eighty-three (83) consecutive monthly installments of principal and interest in the amount of $5,368.40 each, commencing on the first day of _____, 2005, and continuing on the first day of each successive month thereafter, with a final payment of all unpaid principal hereof, and accrued and unpaid interest hereon, being due on _______ 1, 2012.

2. Interest shall be calculated on the basis of three hundred and sixty (360) days per year for the actual number of days elapsed.

3. The principal hereof and interest hereon shall be payable in lawful money of the United States of America, at P. O. Box 1141, Pine Mountain, Georgia 31822, or at such other place as the Holder hereof may designate in writing to the Purchaser. The Purchaser may prepay this Note in full or in part at any time without notice, penalty, prepayment fee, or payment of unearned interest. All payments hereunder received from the Purchaser by the Holder shall be applied first to interest to the extent then accrued and then to principal, in inverse order of maturity.

4. This Note is secured by (i) a Deed to Secure Debt of even date herewith and executed by the Purchaser in favor of the Holder and others conveying real property lying and being in Troup County, Georgia (the “Security Deed”) and (ii) a Security Agreement of even date herewith in favor of the Holder and others and the Purchaser granting to the Holder a security interest in certain personal property (the “Security Agreement”) to each of which reference is hereby made.

5. If:

(i) an Event of Default, as that term is defined either in the Security Deed or in the Security Agreement, or both, should occur; or

(ii) any installment of principal and interest hereunder shall not be paid within thirty (30) days after the due date thereof; or

(iii) during any period of twelve (12) consecutive calendar months Grantor shall have failed to pay when due three (3) or more installment payments hereunder;

then and in any of said events, the Holder shall have the right to declare the unpaid principal of and accrued and unpaid interest on this Note to be forthwith due and payable. Purchaser agrees to pay a late charge of five cents ($.05) for each dollar of each and every monthly installment which is not paid when due, to help defray the added expense incurred by the Holder in handling said delinquent payment, provided that in no event shall interest be due or payable in excess of the maximum interest permitted by applicable law.

6. The remedies of the Holder as provided herein and in any other documents governing or securing repayment hereof shall be cumulative and concurrent and may be pursued singly, successively, or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise.

7. All parties liable for the payment of this Note agree to pay the Holder hereof reasonable attorneys' fees for the services of counsel employed to collect this Note, whether or not suit be brought, and whether incurred in connection with collection, trial, appeal, or otherwise, and to indemnity and hold the Holder harmless against liability for the payment of state intangible, documentary and recording taxes, and other taxes (including interest and penalties, if any) which may be determined to be payable with respect to this transaction.

8. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Purchaser or inadvertently received by the Holder, then such excess sum shall be credited as a payment of principal, unless the Purchaser shall notify the Holder, in writing, that the Purchaser elects to have such excess sum returned to it forthwith. It is the express intent hereof that the Purchaser not pay and the Holder not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Purchaser under applicable law.

9. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy, or recourse, shall be effective unless set forth in a written document executed by the Holder, and then only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy, or recourse as to any subsequent event.

10. The Purchaser and all sureties, endorsers, and guarantors of this Note hereby (i) waive demand, presentment of payment, notice of nonpayment, protest, notice of protest and all other notice, filing of suit, and diligence in collecting this Note, or in enforcing any of its rights under any guaranties securing the repayment hereof; (ii) agree to any substitution, addition, or release of any collateral or any party or person primarily or secondarily liable hereon; (iii) agree that the Holder shall not be required first to institute any suit, or to exhaust his, their, or its remedies against the Purchaser or any other person or party to become liable hereunder, or against any collateral in order to enforce payment of this Note; (iv) consent to any extension, rearrangement, renewal, or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice, consent, or consideration to any of them; and (v) agree that, notwithstanding the occurrence of any of the foregoing (except with the express written release by the Holder or any such person), they shall be and remain jointly and severally, directly and primarily, liable for all sums due under this Note.

11. Whenever used in this Note, the words "Purchaser" and "Holder" shall be deemed to include the Purchaser and the Holder named in the opening paragraph of this Note, and their respective heirs, executors, administrators, legal representatives, successors, and assigns. It is expressly understood and agreed that the Holder shall never be construed for any purpose as a partner, joint venturer, co-principal, or associate of the Purchaser, or of any person or party claiming by, through, or under the Purchaser in the conduct of their respective businesses.

12. Time is of the essence of this Note.

13. This Note shall be construed and enforced in accordance with the laws of the State of Georgia. The Purchaser and each of the other parties, if any, liable under this Note, submits to the jurisdiction of any of the State Court or Superior Court of Troup County, Georgia and the Federal District Court for the Northern District of Georgia, in any action or proceeding arising out of or relating to this Note, the Security Deed or the Security Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. The Purchaser and any other party liable under this Note also agrees not to bring any action or proceeding arising out of or relating to this Note in any other court.

14. The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

15. All references herein to any document, instrument, or agreement shall be deemed to refer to such document, instrument, or agreement as the same may be amended, modified, restated, supplemented, or replaced from time to time.

IN WITNESS WHEREOF, the Purchaser has executed this instrument under seal as of the day and year first above written.

Great American Family Parks, Inc.

By: /s/ Larry L. Eastland (SEAL)

Title: ___________________________

Attest: _____________________

Title: ______________________

[CORPORATE SEAL]

EXHIBIT D

THE SECURITY DEED

After recording return to:

DANIEL, HADDEN &, ALFORD, P. C.

P. O. BOX 2249

LAGRANGE, GEORGIA 30241

DEED TO SECURE DEBT

STATE OF GEORGIA

COUNTY OF TROUP

THIS DEED TO SECURE DEBT (this “Deed”), is made this ____ day of ________, 2005, by and between Great American Family Parks, Inc. ("Grantor"), in favor of Ron Snider & Associates, Inc., Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Grantee").

WITNESSETH:

WHEREAS, Grantee has as of the date hereof sold certain assets to Grantor and as part of such sale has agreed to finance a portion of the purchase price thereof in an aggregate principal amount of Two Million, Three Hundred Fifty Thousand and No/100 DOLLARS ($2,350,000.00) (the "Purchase Money Financing") pursuant to the provisions of that certain Agreement for Purchase and Sale of Assets dated as of November 8, 2004 between Grantor and Ron Snider & Associates, Inc. and that certain Real Estate Purchase Agreement dated as of November 8, 2004 between Grantor and Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership, such agreements, as the same may be amended, renewed, replaced, or extended, being incorporated herein by this reference (as amended, renewed, replaced, or extended, the "Purchase Agreements"); and

WHEREAS, Grantor is justly indebted to Grantee in the aggregate sum of Two Million, Three Hundred Fifty Thousand and No/100 DOLLARS ($2,350,000.00) in lawful money of the United States of America, and has agreed to pay the same, with interest thereon, according to the terms of (i) a promissory note given by Grantor to Ron Snider & Associates, Inc. and (ii) a promissory note given by Grantor to Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership, both of such notes being executed to evidence the Purchase Money Financing, and both of said notes bearing even date herewith and having a final maturity date of ______ 1, 2012 (such notes, as the same may be amended, renewed, replaced, or extended from time to time, being incorporated herein by this reference (and as amended, renewed, replaced, or extended, being called for purposes hereof collectively the "Notes"));

NOW, THEREFORE, in consideration of the premises and of the sum hereinabove set forth, Grantor has granted, bargained, sold, and conveyed, and by these presents does grant, bargain, sell, and convey, unto Grantee the following property, to wit:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Troup County, Georgia, and being more particularly described in Exhibit A attached hereto and by this reference made a part hereof, together with all buildings, structures, and other improvements now or hereafter located on said property, or any part and parcel thereof; and all rights, title, and interest of Grantor in and to the minerals, flowers, shrubs, crops, trees, timber, and other emblements now or hereafter on said property or above the same or any part or parcel thereof; and all and singular the tenements, hereditaments, easements, and appurtenances thereunto belonging or in any wise appertaining, and the reversion or reversions, remainder and remainders, rents, issues, and profits thereof; and also all the estate, right, title, interest, claim, and demand whatsoever of Grantor of, in, and to the same and of, in, and to every part and parcel thereof; and any and all rents which are now due or may hereafter become due by reason of the renting, leasing, and bailment of the property, and the improvements thereon; and any and all awards or payments, including interest thereon, and the right to receive the same, as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to, taking of, or decrease in the value of, the property, to the extent of all amounts which may be secured by this Deed at the date of receipt of any such award or payment by Grantee and of the reasonable attorneys' fees, costs, and disbursements incurred by Grantee in connection with the collection of such award or payment.

TO HAVE AND TO HOLD all the aforesaid property, property rights, and claims (all of which are collectively referred to herein as the "Real Property") to the use, benefit, and behoof of Grantee, forever, in FEE SIMPLE.

Grantor warrants that Grantor has good title to the Real Property, and is lawfully seized and possessed of the Real Property and every part thereof, and has the right to convey same; that the Real Property are unencumbered except as may be expressly provided in Exhibit B attached hereto and by this reference made a part hereof; and Grantor will forever warrant and defend the title to the Real Property unto Grantee against the claims of all persons whomsoever.

This instrument is a deed passing legal title pursuant to the laws of the State of Georgia governing loan or security deeds and is not a mortgage.

This Deed is made and intended as a purchase money security deed to secure the payment of the indebtedness of Grantor to Grantee evidenced by the Notes and the Purchase Agreements in accordance with the terms thereof, together with advances by Grantee or any transferee of Grantee for the purpose of paying taxes or premiums on insurance on the Real Property or to repair or maintain the Real Property (whether or not Grantor is at that time the owner of the Real Property), and all renewal or renewals and extension or extensions of the Notes, either in whole or in part (all of which are collectively referred to herein as the "Secured Indebtedness").

Grantor covenants and agrees as follows:

1. Payment of Secured Indebtedness. Grantor shall pay to Grantee the Secured Indebtedness with interest thereon as in the Notes and this Deed provided.

2. Taxes and Insurance Premiums. Grantor shall pay, when due and payable, (i) all taxes, assessments, general or special, and other charges levied on, or assessed, placed, or made against the Real Property, this instrument, or the Secured Indebtedness or any interest of Grantee in the Real Property or the obligations secured hereby; (ii) premiums on policies of fire and other hazard insurance covering the Real Property, as required in Article 3 herein; (iii) premiums for mortgage insurance, if this Deed and the Notes are so insured; and (iv) ground rents or other lease rentals, if any, payable by Grantor. Grantor shall, from time to time upon the request of Grantee, promptly deliver to Grantee receipts showing payment in full of all of the above items. Upon notification from Grantee after any Event of Default (as hereinafter defined), Grantor shall pay to Grantee, together with and in addition to the payments of principal and interest payable under the terms of the Notes secured hereby, on the installment paying dates of the Notes, until said Notes are fully paid or until notification from Grantee to the contrary, an amount reasonably sufficient (as estimated by Grantee) to provide Grantee with funds to pay said taxes, assessments, insurance premiums, rents, and other charges next due so that Grantee will have sufficient funds on hand to pay same thirty (30) days before the date on which they become past due. In no event shall Grantee be liable for any interest on any amount paid to it as herein required, and the money so received may be held and commingled with its own funds, pending payment or application thereof as herein provided. In the event Grantee exercises its right following any such Event of Default to require Grantor to pay such charges to Grantee, Grantor shall furnish to Grantee, at least thirty (30) days before the date on which the same will become past due, an official statement of the amount of said taxes, assessments, insurance premiums, and rents next due, and Grantee shall pay said charges to the amount of the then unused credit therefor as and when they become severally due and payable. An official receipt therefor shall be conclusive evidence of such payment and of the validity of such charges. Grantee may, at its option, pay any of these charges when payable, either before or after they become past due, without notice, or make advances therefor in excess of the then amount of credit for said charges. The excess amount advanced shall become part of the Secured Indebtedness, shall bear interest at the rate of interest specified in the Notes from date of advancement, and shall be due and payable to Grantee immediately upon demand by Grantee. Grantee may apply credits held by it for the above charges, or any part thereof, on account of any delinquent installments of principal or interest or any other payments maturing or due under this instrument, and the amount of credit existing at any time shall be reduced by the amount thereof paid or applied as herein provided. The amount of the existing credit hereunder at the time of any transfer of the Real Property shall, without assignment thereof, inure to the benefit of the successor owner of the Real Property and shall be applied under and subject to all of the provisions hereof. Upon payment in full of the Secured Indebtedness, the amount of any unused credit shall be paid over to the person entitled to receive it.

3. Insurance Requirements; Damage and Destruction

(a) Grantor shall keep the Real Property insured for the benefit of Grantee against loss or damage by fire, lightning, windstorm, hail, collapse, explosion, malicious mischief, riot, riot attending a strike, civil commotion, aircraft, vehicles, and smoke and such other hazards as Grantee may from time to time require, all in amounts approved by Grantee not exceeding 100% of full replacement value; all insurance herein provided for shall be in form and written by companies approved by Grantee; and, regardless of the types or amounts of insurance required and approved by Grantee, Grantor shall assign and deliver to Grantee, as collateral and further security for the payment of the Secured Indebtedness, all policies of insurance which insure against any loss or damage to the Real Property, with loss payable to Grantee, without contribution by Grantee, pursuant to the New York Standard or other mortgagee clause satisfactory to Grantee. If Grantee, by reason of such insurance, receives any money for loss or damage, and provided that there is then no Event of Default outstanding, such amount shall be disbursed by Grantee for the repair and restoration of the Real Property to the same or better condition as existed prior to the occurrence of any such loss or damage. If Grantor, by reason of such insurance, receives any money for loss or damage, such amount shall be delivered to Grantee and provided that there is at the time of such receipt no Event of Default outstanding, Grantee shall disburse the same for the repair and restoration of the Real Property to the same or better condition as existed prior to the occurrence of any such loss or damage. Provided, however, that notwithstanding any of the foregoing provisions of this paragraph to the contrary, if an Event of Default is outstanding at the time of such receipt Grantee may, at its option, retain and apply all or any portion of such money or proceeds toward payment of the Secured Indebtedness. Grantee shall in no event be obligated to see to the proper application of any amount paid over to Grantor.

(b) Not less than ten (10) days prior to the expiration date of each policy of insurance required of Grantor pursuant to this Article 3, and of each policy of insurance held as additional collateral to secure Secured Indebtedness, Grantor shall deliver to Grantee a renewal policy or policies marked "premium paid" or accompanied by other evidence of payment satisfactory to Grantee.

(c) In the event of a foreclosure of this Deed, the purchaser of the Real Property at foreclosure shall succeed to all the rights of Grantor, including any right to unearned premiums, in and to all policies of insurance assigned and delivered to Grantee, with respect to all property conveyed and to be conveyed by this Deed, pursuant to the provisions of this Article 3.

4. Maintenance of Real Property. Grantor shall maintain the Real Property in good condition and repair, shall not commit or suffer any waste to the Real Property, and shall comply with, or cause to be complied with, all restrictive covenants, statutes, ordinances, and requirements of any governmental authority relating to the Real Property and the use thereof or any part thereof. Grantor shall promptly repair, restore, replace, or rebuild any part of the Real Property, now or hereafter encumbered by this Deed, which may be affected by any proceeding of the character referred to in Article 6 herein. No part of the Real Property, including, but not limited to, any building, structure, parking lot, driveway, landscape scheme, timber or other ground improvement, equipment or other property, now or hereafter conveyed as security by or pursuant to this Deed, shall be removed, demolished, or materially altered without the prior written consent of Grantee. Grantor shall complete, within a reasonable time, and pay for any building, structure, or other improvement at any time in the process of construction on the property herein conveyed. Grantor shall not initiate, join in, or consent to any change in any private restrictive covenant, zoning ordinance, or other public or private restrictions limiting or defining the uses which may be made of the Real Property or any part thereof. Grantee and any persons authorized by Grantee shall have the right (but not the obligation) to enter and inspect the Real Property at all reasonable times, and access thereto shall be permitted for that purpose.

5. Further Assurances. Grantor shall execute and deliver (and pay the costs of preparation and recording thereof) to Grantee and to any subsequent holder from time to time, upon demand, any further instrument or instruments, including, but not limited to, security deeds, security agreements, financing statements, assignments, and renewal and substitution notes, so as to reaffirm, to correct, and to perfect the evidence of the obligation hereby secured and the legal security title of Grantee to all or any part of the Real Property intended to be hereby conveyed, whether now conveyed, later substituted for, or acquired subsequent to the date of this Deed and extensions or modifications thereof. Grantor, upon request, made either personally or by mail, shall certify by a writing, duly acknowledged, to Grantee or to any proposed assignee of this Deed, the amount of principal and interest then owing on the Secured Indebtedness and whether or not any offsets or defenses exist against the Secured Indebtedness, within six (6) days in case the request is made personally, or within ten (10) days after the mailing of such request in case the request is made by mail.

6. Condemnation. Notwithstanding any taking of any property herein conveyed or agreed to be conveyed, by eminent domain, alteration of the grade of any street, or other injury to, or decrease in value of, the Real Property by any public or quasi-public authority or corporation, Grantor shall continue to pay principal and interest on the Secured Indebtedness, and any reduction in the Secured Indebtedness resulting from the application by Grantee of any award or payment for such taking, alterations, injury, or decrease in value of the Real Property, as hereinafter set forth, shall be deemed to take effect only on the date of such receipt; and said award or payment may, at the option of Grantee, be retained and applied by Grantee toward payment of the Secured Indebtedness, or be paid over, wholly or in part, to Grantor for the purpose of altering, restoring, or rebuilding any part of the Real Property which may have been altered, damaged, or destroyed as a result of any such taking, alteration of grade, or other injury to the Real Property, or for any other purpose or object satisfactory to Grantee, but Grantee shall not be obligated to see to the application of any amount paid over to Grantor. If, prior to the receipt by Grantee of such award or payment, the Real Property shall have been sold on foreclosure of this Deed, Grantee shall have the right to receive said award or payment to the extent of any deficiency found to be due upon such sale, with legal interest thereon, whether or not a deficiency judgment on this Deed shall have been sought or recovered or denied, and of the counsel fees, costs, and disbursements incurred by Grantee in connection with the collection of such award or payment.

7. Information Regarding the Real Property. Grantor shall deliver to Grantee, at any time within thirty (30) days after notice and demand by Grantee but not more frequently than once per month, (a) a statement in such reasonable detail as Grantee may request, certified by Grantor, of any leases relating to the Real Property, and (b) a statement in such reasonable detail as Grantee may request, certified by a certified public accountant or, at the option of Grantee, by Grantor, of the income from and expenses of any one or more of the following: (i) the conduct of any business on the Real Property, (ii) the operation of the Real Property, or (iii) the leasing of the Real Property or any part thereof, for the last twelve (12) month calendar period prior to the giving of such notice, and, on demand, Grantor shall furnish to Grantee executed counterparts of any such leases and convenient facilities for the audit and verification of any such statement.

8. Events of Default. Each of the following events shall constitute an "Event of Default" under this Deed:

(a) should Grantor fail to pay the Secured Indebtedness or any part thereof, when and as the same shall become due and payable, and Grantor shall not have cured any such failure to pay within the time, if any, which is provided for curing the same in the notes, instruments or agreements creating or evidencing the Secured Indebtedness;

(b) should any warranty or representation of Grantor herein contained or contained in any instrument, transfer, certificate, statement, conveyance, assignment, or Purchase Agreements given with respect to the Secured Indebtedness prove untrue or misleading in any material aspect;

(c) should the Real Property be subject to actual or threatened waste, or any part thereof be removed, demolished, or materially altered so that as result thereof (i) following any exercise by Grantee of the power of sale granted herein Grantee would be unable to operate the Real Property as a wild animal park in substantially the same manner as operated prior to the execution of this Deed, or (ii) the value of the Real Property would be substantially diminished except as provided for in Article 6 herein;

(d) should any federal tax lien or claim of lien for labor or material be filed of record against Grantor or against the Real Property and not be removed by payment or bond within thirty (30) days from date of recording;

(e) should a third party successfully assert the priority of a lien, security interest, or security deed over that of this Deed;

(f) should Grantor make any assignment for the benefit of creditors, or should a receiver, liquidator, or trustee of Grantor or of any of Grantor's properties be appointed, or should any petition for the bankruptcy, reorganization, or arrangement of Grantor, pursuant to the federal Bankruptcy Code or any similar federal or state statute, be filed, or should Grantor be adjudicated as bankrupt or insolvent, or should Grantor in any proceeding admit its insolvency or inability to pay its debts as they fall due or should Grantor, if a corporation, be liquidated or dissolved or its articles of incorporation expire or be revoked, or, if a partnership or business association, be dissolved or partitioned, or, if a trust, be terminated or expire;

(g) should Grantor fail to keep, observe, perform, carry out, and execute in every particular the covenants, agreements, obligations, and conditions set out in this Deed, the Notes, or any other document or instrument securing or given with respect to the Secured Indebtedness, including, without limitation, the Purchase Agreements or the Security Agreement of even date herewith between Grantor and Grantee which secures the Secured Indebtedness, or should a default or event of default occur under the Notes or any such other document or instrument; provided, however, that:

(1) in the case of Grantor’s failure of pay any installment payment of principal and interest under the Notes, or either one of them, as the same shall become due and payable, an Event of Default shall be deemed to occur under this paragraph (g) if the Grantor shall have not cured the failure to pay such installment payment within thirty (30) days after the due date of the installment payment, unless during any period of twelve (12) consecutive calendar months Grantor shall have failed to pay when due three (3) or more installment payments, in which case an Event of Default shall be deemed to occur under this paragraph (g) immediately upon Grantor’s third failure to pay an installment payment when due;

(2) in the event of any failure of Grantor to keep, observe, perform, carry out, and execute in every particular any covenants, agreements, obligations and conditions referred to in this paragraph (g) other than Grantor’s obligation to pay installment payments under the Notes, or either one of them, an Event of Default shall be deemed to occur under this paragraph (g) only if the Grantor shall not have cured any such failure, default or event of default within thirty (30) days after the party to whom such defaulted obligation is owed or the party aggrieved by such failure or default, as applicable, gives notice to Grantor of such failure, default or event of default;

(h) should any event occur under any instrument, deed (including any subordinate security deed described in Section 12 hereof), or agreement, given or made by Grantor to or with any third party, which would authorize the acceleration of any debt to any such third party the acceleration of which would materially affect Grantor's ability to pay when due any amounts owed to Grantee, or should any default under or event occur with respect to any subordinate security deed which would authorize the grantee thereof to foreclose the same or exercise any power of sale granted under such subordinate security deed;

(i) should there occur any sale, transfer, leasing, or encumbering of the Real Property or any portion thereof (except for any security deed which is subordinate to this Deed as expressly permitted by Section 12 of this Deed) without the prior written consent of the Grantee; or

(j) should there occur any change in the management of Grantor, if in Grantee's sole judgment such change materially and adversely affects the ability of Grantor to perform Grantor's obligations under this Deed.

9. Remedies. Upon the occurrence of an Event of Default, Grantee may do any one or more of the following:

(a) enter upon and take possession of the Real Property without the appointment of a receiver, or an application therefor, employ a managing agent of the Real Property and let the same, either in its own name, or in the name of Grantor, and receive the rents, incomes, issues, and profits of the Real Property and apply the same, after payment of all necessary charges and expenses, on account of the Secured Indebtedness, and Grantor will transfer and assign to Grantee, in form satisfactory to Grantee, Grantor's lessor interest in any lease now or hereafter affecting the whole or any part of the Real Property;

(b) pay any sums in any form or manner deemed expedient by Grantee to protect the security of this instrument or to cure any Event of Default other than payment of interest or principal on Secured Indebtedness; make any payment hereby authorized to be made according to any bill, statement, or estimate furnished or procured from the appropriate public officer or the party claiming payment without inquiry into the accuracy or validity thereof, and the receipt of any such public officer or party in the hands of Grantee shall be conclusive evidence of the validity and amount of items so paid, in which event the amounts so paid, with interest thereon from the date of such payment at the rate of interest specified in the Notes shall be added to and become a part of the Secured Indebtedness and be immediately due and payable to Grantee; and Grantee shall be subrogated to any encumbrance, lien, claim, or demand, and to all the rights and securities for the payment thereof, paid or discharged with the principal sum secured hereby or by Grantee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security to this instrument;

(c) declare the entire Secured Indebtedness immediately due, payable, and collectible, subject to any notice provisions as provided herein, regardless of maturity, and, in that event, the entire Secured Indebtedness shall become immediately due, payable, and collectible; or

(d) sell and dispose of the Real Property at public auction, at the usual place for conducting sales at the courthouse in the county where the Real Property or any part thereof may be, to the highest bidder for cash, first advertising the time, terms, and place of such sale by publishing a notice thereof once a week for four (4) consecutive weeks (without regard to the number of days) in a newspaper in which sheriffs advertisements are published in said county, all other notice being hereby waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Real Property in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and Grantee, its agents, representatives, successors, or assigns, may bid and purchase at such sale; and Grantor hereby constitutes and appoints Grantee or its assigns agent and attorney-in-fact to make such recitals, sale, and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title, and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy, and all other exemptions of Grantor, or its successors in interest, in and to said Real Property; and Grantee, or its assigns, shall collect the proceeds of such sale, reserving therefrom all unpaid Secured Indebtedness with interest then due thereon, and all amounts advanced by Grantee for taxes, assessments, fire insurance premiums, and other charges, with interest at the rate of interest specified in the Notes thereon from date of payment, together with all costs and charges for advertising, and commissions for selling the Real Property, and reasonable attorneys' fees actually incurred, and pay over any surplus to Grantor (in the event of deficiency Grantor shall immediately on demand from Grantee pay over to Grantee, or its nominee, such deficiency); and, in case of a sale, as herein provided, Grantor or any person in possession under Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and are in addition to any and all other remedies which Grantee may have at law or in equity.

Grantee, in any action to foreclose this Deed, or upon the occurrence of any Event of Default, shall be at liberty to apply for the appointment of a receiver of the rents and profits or of the Real Property, or both, without notice, and shall be entitled to the appointment of such a receiver as a matter of right, without consideration of the value of the Real Property as security for the amounts due Grantee, or the solvency of any person or corporation liable for the payment of such amounts. In case of any sale under this Deed by virtue of the exercise of the power herein granted, or pursuant to any order in any judicial proceedings or otherwise, at the election of Grantee the Real Property or any part thereof may be sold in one parcel and as an entirety, or in such parcels, manner, or order as Grantee in its sole discretion may elect, and one or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the entire Real Property are sold or the Secured Indebtedness is paid in full.

10. [RESERVED]

11. Time of the Essence. Grantor agrees that where, by the terms of the conveyance made herein, or the Notes or Purchase Agreements secured hereby, a day is named or a time fixed for the payment of any sum of money or the performance of any agreement, the time stated enters into the consideration and is of the essence of the whole contract.

12. Sale or Transfer of Real Property. The sale, conveyance, transfer, lease, or encumbrance of all or any part of or interest in the Real Property without the prior written consent of Grantee shall also constitute an Event of Default. Grantee may, in its sole discretion, consent to any such sale or transfer. Should Grantee consent to such sale or transfer, it will be deemed to have waived its right to declare an Event of Default hereunder as to such transfer, only if prior to such sale or transfer (i) Grantee determines that the credit of any purchaser or transferee is satisfactory; (ii) the purchaser or transferee agrees to pay interest on the amount owed to Grantee under the Notes and under this Deed at whatever rate Grantee requires; and (iii) the purchaser or transferee executes an assumption agreement that is acceptable to Grantee that obligates the purchaser or transferee to keep all the promises and agreements made in the Notes and in this Deed whether according to their original terms or as amended pursuant to the assumption agreement. The foregoing provisions will apply to each and every sale and transfer whether or not Grantee has consented to any previous sale or transfer. Provided, however, that this Section 12 shall not prohibit the conveyance of the Real Property or any part thereof by means of any security deed which (i) secures a bona fide loan or advance of money by a lender to Grantor, (ii) is subordinate to this Deed in all respects, (iii) the terms of which expressly state that the same is subordinate to this Deed, and (iv) which is executed at a time when the Grantor is not in default under this Deed or under any document evidencing or securing the Secured Indebtedness.

13. Exercise of Remedies No Bar to Subsequent Exercise. Grantee shall have the right from time to time to sue for any sums, whether interest, principal, or any installment of either or both, taxes, penalties, or any other sums required to be paid under the terms of this Deed, as the same become due, without regard to whether or not all of the Secured Indebtedness shall be due on demand, and without prejudice to the right of Grantee thereafter to enforce any appropriate remedy against Grantor, including an action of foreclosure, or any other action, for a default or defaults by Grantor existing at the time such earlier action was commenced.

14. Remedies Cumulative. The rights of Grantee, granted and arising under the clauses and covenants contained in this Deed and the Notes, shall be separate, distinct, and cumulative of other powers and rights herein granted and all other rights which Grantee may have in law or equity, or in any other agreements respecting the Secured Indebtedness, and none of them shall be in exclusion of the others; all of them are cumulative to the remedies for collection of indebtedness, enforcement of rights under security deeds, and preservation of security as provided at law. No act of Grantee shall be construed as an election to proceed under any one provision herein or under the Notes to the exclusion of any other provision, or an election of remedies to the bar of any other remedy allowed at law or in equity, or in any other agreements respecting the Secured Indebtedness, anything herein or otherwise to the contrary notwithstanding.

15. Notices. Every provision for notice and demand or request shall be deemed fulfilled by written notice and demand or request personally served on one or more of the persons who shall at the time hold the record title to the Real Property, or on their heirs or successors, or mailed by depositing it in any post office station or letter box, enclosed in a postpaid envelope (i) addressed to such person or persons, or their heirs or successors, at his, their, or its address last known to Grantee or (ii) addressed to the street address of the Real Property hereby conveyed.

16. No Waiver of Future Compliance. Any indulgence or departure at any time by Grantee from any of the provisions hereof, or of any obligation hereby secured, shall not modify the same or relate to the future or waive future compliance therewith by Grantor.

17. Miscellaneous. The words "Grantor" and "Grantee" whenever used herein shall include all heirs, executors, administrators, legal representatives, successors, and assigns of the parties hereto, and all those holding under either of them, and the pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the word "Notes" shall also include one or more notes and the grammatical construction of sentences shall conform thereto. If more than one party shall execute this Deed, the term "Grantor" shall mean all parties signing, and each of them, and each agreement, obligation, and Secured Indebtedness of Grantor shall be and mean the several as well as joint undertaking of each of them. The form of deed to secure debt and security agreement set forth below secures only specifically described indebtedness.

18. Special Waivers. GRANTOR EXPRESSLY: (A) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE DEBT AND THE POWER OF ATTORNEY GIVEN IN THIS DEED TO SECURE DEBT TO GRANTEE TO SELL THE REAL PROPERTY BY NONJUDICIAL FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (B) WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE FIFTH AND FOURTEENTH AMENDMENTS TO THE CONSTITUTION OF THE UNITED STATES OF AMERICA, THE VARIOUS PROVISIONS OF THE CONSTITUTION FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY GRANTEE OF ANY RIGHT OR REMEDY PROVIDED TO GRANTEE, EXCEPT SUCH NOTICE AS IS SPECIFICALLY REQUIRED TO BE PROVIDED IN THIS DEED TO SECURE DEBT; (C) ACKNOWLEDGES THAT GRANTOR’S AUTHORIZED OFFICERS HAVE READ THIS DEED, AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS DEED AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR, AND GRANTOR HAS BEEN AFFORDED AN OPPORTUNITY TO CONSULT WITH COUNSEL OF GRANTOR'S CHOICE PRIOR TO EXECUTING THIS DEED; (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY, AND WILLINGLY BY GRANTOR; AND (E) AGREES THAT GRANTOR'S RIGHT TO NOTICE SHALL BE LIMITED TO THOSE RIGHTS TO NOTICE PROVIDED BY THIS DEED AND NO OTHER.

19. Environmental Matters. Grantor warrants and represents to Grantee that, to the best of Grantor's knowledge, no portion of the Real Property has been used by the Grantor for the storage, processing, or dumping of, or has become contaminated with, any hazardous materials as a result of any action of Grantor. Grantor covenants and agrees that, during such time as Grantor owns or leases the Real Property the Real Property will not be used for the storage, processing, or dumping of hazardous materials.

20. Subrogation. Grantor and Grantee agree that Grantee shall be subrogated to the claims and liens of all parties, if any, whose claims and liens against the Real Property are discharged or paid with the proceeds of the Purchase Money Financing secured hereby.

IN WITNESS WHEREOF, this Deed has been duly executed and sealed by Grantor the day and year first above written.

Great American Family Parks, Inc.

Signed, sealed, and

By: /s/ Larry L. Eastland (SEAL)

delivered in the

Title: _______________________

presence of:

Attest:______________________

_________________________

Title: _______________________

Unofficial Witness

[CORPORATE SEAL]

________________________

Notary Public

[AFFIX NOTARIAL SEAL]

Exhibit A to Deed to Secure Debt

Legal Description