**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549** ****





**FORM
      10-KSB**





x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      fiscal year ended December 31, 2005





o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from _______ to ________


*Commission
      file number: 000-51254*







GREAT
                AMERICAN FAMILY PARKS, INC.(Name
                of small business issuer on its
                charter)NEVADA
            91-0626756(State
                or other jurisdiction of
                incorporation or organization)
            (I.R.S.
                EmployerIdentification
                Number)





208
      SOUTH
      ACADEMY AVENUE, SUITE 130


EAGLE,
      IDAHO 83616 ****


(Address,
      Including Zip Code of Principal Executive Offices)





(208)
      342-8888


(Issuer's
      telephone number)





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





Securities
      registered under Section 12(b) of the Exchange Act:


NONE





Securities
      registered under Section 12(g) of the Exchange Act:


NONE


(Title
      of
      class)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x Noo





Check
      if
      no disclosure of delinquent filers in response to Item 405 of Regulation S-B
      is
      contained in this form, and no disclosure will be contained, to the best of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). Yes o
      No x





State
      issuer's revenues for its most recent fiscal year: $6,978,066.00.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: Based on the closing sale price on
      the
      OTC Bulletin Board on April 26, 2006, the aggregate market value of the
      registrant's common stock held by non-affiliates was approximately $10,258,961.
      For purposes of this computation, all directors and executive officers of the
      registrant are considered to be affiliates of the registrant. This assumption
      is
      not to be deemed an admission by the persons that they are affiliates of the
      registrant.




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 51,096,537 as of April 26, 2006.





Transitional
      Small Business Disclosure Format (Check one): Yeso Nox




1




TABLE OF CONTENTSPART
                IITEM 1. DESCRIPTION OF
              BUSINESS
            3ITEM
              2. DESCRIPTION OF PROPERTY
            6ITEM
              3. LEGAL PROCEEDINGS
            6ITEM
              4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            7PART
                IIITEM
              5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
            7ITEM
              6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            8ITEM
              7. FINANCIAL STATEMENTS
            F-1ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND
              FINANCIAL
                DISCLOSURE
            16ITEM
              8A. CONTROLS AND PROCEDURES
            16ITEM
              8B. OTHER INFORMATION
            16PART
                IIIITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                PERSONS;
              COMPLIANCE
                WITH SECTION 16 (A) OF THE EXCHANGE ACT
            17ITEM
              10. EXECUTIVE COMPENSATION
            18ITEM
                11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                AND
              RELATED
                STOCKHOLDER MATTERS
            18ITEM
              12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            19ITEM
              13. EXHIBITS
            20ITEM
              14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            22





2




**PART
      I**





**ITEM
      1. 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
      December 19, 2003, Royal Pacific Resources, Inc. acquired the assets of Great
      Western Parks, LLC, including the Crossroads Convenience Center, pursuant to
      a
      Share Exchange Agreement that resulted in our current management assuming
      control and changing the corporate name to Great American Family Parks, Inc.
      The
      acquisition was accounted for as a reverse acquisition in which Great Western
      Parks was considered to be the acquirer of Royal Pacific Resources for reporting
      purposes. Our common stock outstanding increased from 2,533,000 to 29,600,000
      as
      a result of the acquisition.




**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.





Great
      American Family Parks, Inc. is the parent corporation of the following
      wholly-owned subsidiaries:





(1)
      GFAM
      Management Corporation, an Idaho corporation. GFAM Management Corporation will
      be responsible for overall management of our subsidiary operating companies
      Wild
      Animal Safari, Inc. and Crossroads Convenience Center LLC. and any additional
      theme parks or other operating units we may acquire. GFAM Management Corporation
      does not generate any revenues at present;





(2)
      Wild
      Animal Safari, Inc., a Georgia corporation that operates and owns the Wild
      Animal Safari theme park in Pine Mountain, Georgia.





(3)
      Crossroads Convenience Center LLC., an Idaho limited liability company that
      operates a
      fuel
      and retail facility located next to The Idaho Center, a regional entertainment
      complex in the Boise, Idaho metropolitan area.





Crossroads
      Convenience Center LLC





Crossroads
      Convenience Center LLC is a retail complex that is strategically located next
      to
      The Idaho Center, a multi-purpose entertainment venue in Treasure Valley, Idaho.
      Crossroads Convenience Center is a wholly-owned subsidiary of Great American
      Family Parks, and is known as Crossroads Convenience Center LLC. Crossroads
      was
      our primary business prior to our purchase of the Wild Animal Safari Park,
      also
      known as Pine Mountain Wild Animal Park. 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 theme
      park operation to include additional theme parks and attractions rather than
      own
      facilities adjacent to entertainment facilities owned by third
      parties.





Crossroads
      Convenience Center LLC was formed early in 1999 by our President and CEO, Larry
      Eastland and other investors who are no longer affiliated with us. Crossroads
      commenced operations in July 1999. In December 2003, Crossroads became part
      of
      Great Western Parks LLC. Subsequently, Great Western Parks LLC sold Crossroads
      and other assets to Royal Pacific Resources, Inc. pursuant to a Share Exchange
      Agreement that resulted in our current management assuming control and changing
      the corporate name to Great American Family Parks, Inc. The acquisition was
      accounted for as a reverse acquisition in which Great Western Parks was
      considered to be the acquirer of Royal Pacific Resources for reporting purposes.
      Our common stock outstanding increased from 2,533,000 to 29,600,000 as a result
      of the acquisition.





Although
      our primary objective, as implied in the name “Great American Family Parks,
      Inc.”, is the creation a company whose primary business is the operation and
      management of multiple theme parks. Crossroads was viewed as an ideal business
      upon which to build our company. Crossroads brought a significant revenue base
      upon which to build a growing business. In addition to its history of revenue
      growth, Crossroads contained many of the same elements as a theme park,
      including: (1) high volume, cash based retail sales and (2) cost and control
      procedures that are similar to those required in the operation of theme parks.
      In addition, theme parks typically contain retail facilities, similar to
      Crossroads which sell food and beverage items and souvenirs. Therefore,
      Crossroads was viewed as a vital component to our presentation as a public
      company, and demonstrated our commitment for potential
      acquisitions.





Since
      Crossroads Convenience Center opened in 1999, the surrounding area has undergone
      the following development: the largest regional auto mall in Idaho; The Idaho
      Center entertainment and athletic facility; the Boise State University extension
      campus; several office buildings; a hospital; a hotel and; a new road system
      from the Interstate exit through the Crossroads complex.





The
      following products account for the majority of Crossroads’ sales: fuel; food and
      beverage items; various sundries; automobile accessories; souvenirs; music;
      automated teller machine fees; and state lottery sales.


3




Wild
      Animal Safari Theme Park





Our
      Wild
      Animal Safari Inc. subsidiary owns and operates the Wild Animal Safari theme
      park, which 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
      1,800 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 addition 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
      (recently expanded and redesigned), a new restaurant that includes the Noble
      Roman’s Pizza and Tuscano’s Italian Subs franchises which were purchased by our
      Wild Animal Safari, Inc. subsidiary on June 21, 2005, and an ice cream parlor,
      an arcade, a picnic and group recreation area, lakes, a pavilion and
      concessions. Our 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 2005
      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.





Wild
      Animal Safari’s growth plans are predicated upon: prior operating results; the
      experience and expertise of GFAM’s management team; and, the development of
      unused acreage surrounding the park. We are currently in the process of
      developing a master plan for the entire 500 acre property. This master plan
      will
      determine the design, financial commitment, and timetable for the development
      of
      the entire property.





Wild
      Animal Safari is located approximately five miles from Callaway Gardens, a
      major
      recreational, lodging and retail facility. Callaway is in the process of
      building a $20,000,000 hotel complex. Because Wild Animal Safari is located
      between Callaway Gardens and the Interstate, we anticipate that the development
      of this luxury hotel complex at Callaway Gardens will result in thousands of
      new
      visitors driving past the Wild Animal Safari Park, creating a significant new
      base of potential customers.





Additionally,
      the U.S. Department of Defense Base Realignment and Closure Commission
      recommendations that were approved by Congress, has resulted in adding between
      20,000 and 30,000 new families to Fort Benning, Georgia, which is located
      approximately 30 miles from the Wild Animal Safari Park. Wild Animal Safari
      is
      the closest entertainment facility of its kind to Fort Benning, and we are
      aggressively promoting Wild Animal Safari to the families living at Fort
      Benning, or who are arriving there as new residents.





Recent
      hurricanes in the Southeastern United States have had a marginal impact on
      attendance at the park. However, future extreme weather conditions and increases
      in the price of fuel could reasonably be expected to affect attendance at the
      Wild Animal Safari Park.





Safari’s
      main product is the opportunity to interact with our 1,800 animals from across
      the globe. However, we also sells food and beverages in our restaurant, and
      gift
      items from the Gift Shop to include shirts and hats, specialty items,
      educational books and toys about animals of the world, other toys, authentic
      gifts from various continents (ostrich eggs, hides and skins) and other
      children’s things.





Safari
      purchases animals throughout the United States, and only seldom requests a
      permit to import animals. Auctions and sales of animals across the U.S. occur
      often and, we participate depending on which animals we believe will enhance
      our
      offerings. Most animals are born on the property itself. Food and beverages
      are
      purchased locally, although the main products and ingredients for the Noble
      Roman’s Pizza and Tuscano’s Subs are purchased from the national franchisor
      company.





Noble
      Roman’s Pizza and Tuscano’s Italian Subs Franchises





On
      June
      21, 2005 our Wild Animal Safari, Inc. subsidiary entered into an agreement
      with
      Noble Romans, Inc. to purchase franchise rights to own and operate a Noble
      Roman’s Pizza and Tuscano’s Italian Subs food franchise operation at our Wild
      Animal Safari theme park. The two franchise agreements, which are identical
      except for the franchise name, contain the following significant
      terms:





·
            Each
                Agreement is for a term of five years, with automatic extensions
                of five
                years assuming the franchisee is not delinquent in fulfilling the
                terms of
                the Agreements at the time of
                renewal;




·
            There
                are no territorial rights;




·
            All
                costs and expenses related to construction and implementation are
                the
                franchisee’s responsibility;




·
            The
                initial franchise fee was $5,000 for each franchise. An additional
                $10,000
                per franchise was paid for equipment and
                signage;




·
            The
                Franchisor receives 7.0% of gross sales
                proceeds.





**Research
      and Development**





No
      research and development occurs in our Crossroads or Wild Animal Safari
      businesses except for normal product testing.


4




**Government
      Regulation**





Our
      Crossroads and Wild Animal Safari facilities operate under various licenses
      and
      approvals from government at various levels. Crossroads has all licenses in
      place, and Wild Animal Safari has received its own operating license from the
      USDA. The licenses under which our businesses operate are crucial to our ongoing
      operations. Should any changes occur in the licensing requirements for either
      business, this could have an adverse effect on revenues, profits and attendance.





Environmental
      laws were particularly important to the construction of Crossroads because
      of
      the fuel tanks. However, we used the most stringent fuel tanks on the market,
      and have them checked on an on-going basis. There are inspections at Safari,
      but
      the nature of the business makes it much less likely for there to be
      environmental concerns.





**Wild
      Animal Safari Business Licenses**





1)
      U.S.
      DEPARTMENT OF INTERIOR - FISH & WILDLIFE - IMPORT/ EXPORT
      LICENSE


Renewal
      Date: May 31, 2006


Notification
      of Renewal: 1-2 months prior, a renewal form is sent to be updated, signed
      and
      returned with $100 check


Date
      of
      Issuance: Not available.


Grounds
      for Revocation:  Smuggling,
      violation of clearance procedures, proper notification of shipments,
      etc.


Notes:
      This license is not crucial for the operation of the business, but would be
      necessary for importing/exporting animals, skins, horns, etc.





2) UNITED
      STATES DEPARTMENT OF AGRICULTURE - CLASS C EXHIBITOR LICENSE


Renewal
      Date: October 13, 2006


Notification
      of Renewal: 1-2 months prior, a renewal form is sent to be updated, signed
      and
      returned with $300 check


Approximate
      Date of Issuance: 1991


Grounds
      for Revocation: “If the Secretary has reason to believe that any person licensed
      as an...exhibitor...subject to section 2142 of this title, has violated or is
      violating any provision of this chapter (54), or any of the rules or regulations
      or standards promulgated by the Secretary hereunder, he may suspend such
      person’s license temporarily, but not to exceed 21 days, and after notice and
      opportunity for hearing, may suspend for such additional period as he may
      specify, or revoke such license, if such violation is determined to have
      occurred.”





3) GEORGIA
      DEPARTMENT OF NATURAL RESOURCES - WILDLIFE ANIMAL LICENSE


Renewal
      Date: March 31, 2006


Notification
      of Renewal: Mid-January, a renewal form is sent to be updated, signed and
      returned with $ 236 check


Approximate
      Date of Issuance: 1991


Grounds
      for Revocation: License is dependent upon current and valid USDA license.
      Violations are given different amounts of response times based upon the type
      of
      violation. Complete Revocation of license can only result from direct permission
      from the Commissioner of Natural Resources.





4)
      GEORGIA DEPARTMENT OF NATURAL RESOURCES - WILDLIFE EXHIBITION
      LICENSE


Renewal
      Date: March 31, 2006


Notification
      of Renewal: Mid-January


Approximate
      Date of Issuance: March 1991.


Grounds
      for Revocation: Liability insurance must be maintained at all times. License
      is
      dependent upon current and valid USDA license. Violations are given different
      amounts of response times based upon the type of violation. Complete Revocation
      of license can only result from direct permission from the Commissioner of
      Natural Resources.





5)
      TROUP
      COUNTY BUSINESS LICENSE


Renewal
      Date: 1-1-06 to 2-15-06 (yearly)


Notification
      of Renewal: Mid-October


Approximate
      Date of Issuance: 1991.


Grounds
      for Revocation: Not renewing license and legitimate complaints by
      neighbors.




6) GEORGIA
      DEPARTMENT OF HUMAN RESOURCES - FOOD SERVE PERMIT


Renewal
      Date: 1-1-06 to 2-15-06 (yearly)


Notification
      of Renewal: Mid-December


Approximate
      Date of Issuance: 1991


Grounds
      for Revocation: A failing food inspection score. Being the source of food
      related illnesses.


5




**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 for general recreation consumer spending,
      Callaway 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 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 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
      April 15, 2006, we have 20 full-time employees, which includes our President,
      and 15 part-time employees. During Wild Animal Safari’s prime attendance season,
      which runs from March through August, we typically engage up to 20 additional
      part-time employees. We also engage consultants from time to time. We have
      no
      collective bargaining agreements with our employees and believe our relations
      with our employees are good.





**FORWARD-LOOKING
      STATEMENTS**





This
      annual report on Form 10-KSB includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, which we
      refer
      to in this annual report as the Securities Act, and Section 21E of the
      Securities Exchange Act of 1934, as amended, which we refer to in this annual
      report as the Exchange Act. Forward-looking statements are not statements of
      historical fact but rather reflect our current expectations, estimates and
      predictions about future results and events. These statements may use words
      such
      as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project"
      and similar expressions as they relate to us or our management. When we make
      forward-looking statements, we are basing them on our management's beliefs
      and
      assumptions, using information currently available to us. These forward-looking
      statements are subject to risks, uncertainties and assumptions, including but
      not limited to, risks, uncertainties and assumptions discussed in this annual
      report. Factors that can cause or contribute to these differences include those
      described under the headings "Risk Factors" and "Management Discussion and
      Analysis and Plan of Operation."





If
      one or
      more of these or other risks or uncertainties materialize, or if our underlying
      assumptions prove to be incorrect, actual results may vary materially from
      what
      we projected. Any forward-looking statement you read in this annual report
      reflects our current views with respect to future events and is subject to
      these
      and other risks, uncertainties and assumptions relating to our operations,
      results of operations, growth strategy and liquidity. All subsequent written
      and
      oral forward-looking statements attributable to us or individuals acting on
      our
      behalf are expressly qualified in their entirety by this paragraph. You should
      specifically consider the factors identified in this annual report which would
      cause actual results to differ before making an investment decision. We are
      under no duty to update any of the forward-looking statements after the date
      of
      this annual report or to conform these statements to actual results.





**ITEM
      2. 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. The land has an appraised value of approximately
      $3.4 million.


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. The facility has an appraised value of approximately
      $2.4 million.





**ITEM
      3. LEGAL PROCEEDINGS**





We
      are
      not a party to any pending legal proceedings, other than routine litigation
      deemed incidental to our business. 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 material loss to the Company. The Company
      is
      not subject to any order, judgment, injunction, rule or decree that has or
      could
      result in a material loss to the Company.


6




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**PART
      II**






**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS 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
            
            Low2006
            
            
            First
                Quarter
            
            $
            0.40
            
            $
            0.262005
            
            
            Fourth
                Quarter
            
            $
            1.07
            
            $
            0.38Third
                Quarter
            
            $
            1.35
            
            $
            0.85Second
                Quarter
            
            $
            1.23
            
            $
            0.45First
                Quarter
            
            $
            1.60
            
            $
            1.012004
            
            
            Fourth
                Quarter
            
            $
            1.65
            
            $
            1.25Third
                Quarter
            
            $
            1.65
            
            $
            1.01Second
                Quarter
            
            $
            1.15
            
            $
            0.60First
                Quarter
            
            $
            3.06
            
            $
            1.02








As
      of
      April 20, 2006, there were 45,046,537 shares of common stock outstanding.





As
      of
      April 20, 2006, there were approximately 3,242 stockholders of record of our
      common stock. This does not reflect those shares held beneficially or those
      shares held in "street" name. Royal Pacific Resources, Inc., which is the
      predecessor of Great American Family Parks, Inc., had in excess of 3,000
      shareholders when it acquired the assets of Great Western Parks LLC in December
      of 2003 pursuant to a Share Exchange Agreement that resulted in our current
      management gaining control of Royal Pacific Resources and changing the name
      to
      Great American Family Parks, Inc.





As
      of
      April 20, 2006, there were approximately 14,300,000 warrants to purchase our
      common stock outstanding.





**DIVIDEND
      POLICY**





We
      do not
      currently pay any dividends on our common stock, and we currently intend to
      retain any future earnings, if any, for use in our business. Any future
      determination as to the payment of dividends on our common stock will be at
      the
      discretion of our Board of Directors and will depend on our earnings, operating
      and financial condition, capital requirements and other factors deemed relevant
      by our Board of Directors. The declaration of dividends on our common stock
      also
      may be restricted by the provisions of credit agreements that we may enter
      into
      from time to time.





**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 fiscal (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.


7




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.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





The
      following discussion should be read in conjunction with our consolidated
      financial statements provided in this annual report on Form 10-KSB. Certain
      statements contained herein may constitute forward-looking statements within
      the
      meaning of the Private Securities Litigation Reform Act of 1995. These
      statements involve a number of risks, uncertainties and other factors that
      could
      cause actual results to differ materially, as discussed more fully herein.





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





**OVERVIEW**





G reat
      American Family Parks is in the business of acquiring, developing and operating
      local and regional theme parks and attractions. We are in the process of
      building a family of parks primarily through acquisitions of small local or
      regional privately owned parks. Our goal is to develop a series of compatible,
      but distinct entertainment and amusement products including themed amusement
      parks, associated products, food and beverage, and multimedia offerings. The
      implementation of this strategy has begun with themed amusement parks and
      attractions. Our business plan is to acquire existing properties with three
      criteria in mind:





·
            Properties
                that have an operating history and are
                profitable;





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





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





Additionally,
      it is our belief that we can best achieve growth by acquiring parks in stages.
      The first stage would entail acquiring parks with under $10 million in revenues
      moving up to larger parks until we have achieved $100 million in revenues.
      Upon
      completion of this initial stage of acquisitions, we intend to reassess our
      position in the industry and determine the next set of goals. Our acquisition
      strategy will ensure that each acquisition can be readily integrated into our
      family of parks. Having observed theme park companies that have grown by using
      what we consider to be a risky strategy, we intend to base our growth upon
      the
      existing assets and operating history of the acquisitions, rather than upon
      projected results.





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





We
      plan
      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. However,
      opportunities may arise which cause us to deviate from this strategy, as was
      the
      case with our acquisition of the Pine Mountain Wild Animal Park, which is
      located in the Atlanta Standard Metropolitan Area, one of the largest Standard
      Metropolitan Area’s in the United States.





Great
      American Family Parks, Inc. is the parent corporation of the following wholly
      owned subsidiaries:





(1)
      GFAM
      Management Corporation, an Idaho corporation. GFAM Management Corporation is
      responsible for overall management of all operating entities, which includes
      our
      Wild Animal Safari theme park, Crossroads Convenience Center LLC., and any
      additional theme parks we may acquire. GFAM Management Corporation does not
      generate any revenues separate from the operating units at present;





(2)
      Wild
      Animal Safari, Inc., a Georgia corporation that operates and owns the Wild
      Animal Safari theme park in Pine Mountain, Georgia.





8





(3)
      Crossroads Convenience Center LLC., an Idaho limited liability company that
      operates a
      fuel
      station and retail facility located next to The Idaho Center, a regional
      entertainment complex in the Boise, Idaho metropolitan area.





Crossroads
      Convenience Center LLC’s revenues are derived from the sale of four primary
      groups of products: fuel; fast food; home and automobile accessories and
      souvenirs; miscellaneous items.  Wild
      Animal Safari Inc.’s revenues are primarily derived from sales of the following
      items at the Wild Animal Safari Park: (1) admission fees (2) food and beverage
      and related items; and, (3) gift store and specialty items.





**RESULTS
      OF OPERATIONS**





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





**Revenues**





Revenues
      increased $2,367,614 to $6,978,066 for the year ended December 31, 2005, as
      compared to revenues of $4,610,452 for the year ended December 31, 2004. The
      increase in revenues was due to additional purchasers of the products sold
      at
      our Crossroads Convenience Center complex. The increase in purchasers is due
      primarily to the development of the following facilities located within one
      mile
      of Crossroads Convenience Center complex: the largest regional auto mall in
      Idaho; the 7,500 student Boise State University campus; the doubling of
      offerings at The Idaho Center entertainment complex; three multi-story office
      buildings; a regional hospital complex; a hotel; renovation of the I-84 off-ramp
      and surrounding roads leading to the Crossroads Convenience Center and; the
      Walmart and Sam’s Club facilities currently under construction.





Cost
      of
      revenues increased $1,619,578 to $5,640,825 for the year ended December 31,
      2005, as compared to cost of revenues of $4,021,247 for the year ended December
      31, 2004. The increase in cost of revenues was due to the increase in the cost
      of fuel. The cost of fuel remains a challenging factor with inherent
      uncertainties as to the ultimate impact on our profits. To date, the evidence
      suggests that customers will increase their total per visit purchase amounts
      irrespective of fuel prices, although this may not be true of potential future
      increases in fuel costs. If our customers reallocate their dollars spent, this
      will most likely be to increase their fuel purchase amount and decrease their
      in-store purchases. Since in-store purchases have a higher profit margin than
      fuel profits, this could mean an increase in total revenues accompanied by
      a
      decrease in profits. However, because neither consumer spending habits nor
      fuel
      prices have stabilized to the point where knowledgeable estimates can be made
      on
      future sales based on past performance, thecost of fuel remains a variable
      which
      we will monitor carefully in the months to come.





Gross
      margins increased $748,036 to $1,337,241 for the year ended December 31, 2005,
      as compared to $589,205 for the year ended December 31, 2004.





**Expenses**





General,
      administrative and selling expenses increased $1,132,443 to $1,850,509 for
      the
      year ended December 31, 2005, as compared to $718,066 for the year ended
      December 31, 2004. 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 during 2005. Expenses for due diligence, legal
      fees, our audits for the preceding two years of the park, a park appraisal,
      and
      an animal appraisal all were required as part of our responsibility to our
      Board
      in making the decision to proceed. Additionally, we pursued investigation of
      other opportunities, which were ultimately rejected in favor of the Wild Animal
      Safari theme park acquisition.





**Depreciation
      and Amortization**





Our
      depreciation and amortization expense increased $5,464 to $106,517 for the
      year
      ended December 31, 2005, as compared to $101,053 for the year ended December
      31,
      2004 because of the purchase of the Wild Animal Safari Park.




**Net
      Loss**





We
      posted
      a net loss of $827,617 for the year ended December 31, 2005, an increase of
      $547,211 as compared to a net loss of $280,406 for the year ended December
      31,
      2004. The net loss is attributable to expenses incurred in connection with
      our
      acquisition strategy, as noted above. During 2005, we incurred due diligence
      costs in connection with our investigation of several potential acquisition
      opportunities. We expect to continue to incur costs in connection with our
      pursuit of additional acquisitions of theme parks, which is our intended
      business plan.





**Liquidity
      and Capital Resources**





Our
      total
      current assets at December 30, 2005 were $230,399, including $62,213 in cash
      as
      compared with $128,739 in total current assets at December 31, 2005, which
      included cash of $29,813. Additionally, we had shareholder equity in the amount
      of $2,508,167 at December 31, 2005 as compared to shareholder equity of $291,859
      at December 31, 2004.  This
      increase was a result of the Company’s sales of common stock and the purchase of
      the assets that created Wild Animal Safari, Inc. As will be noted from the
      financial statements, the only significant change to the consolidated financial
      statement is the acquisition of the assets that created Wild Animal Safari,
      Inc.





9





Our
      cash
      on hand increased $33,400 to $63,213 as of December 31, 2005, as compared to
      cash on hand of $29,813 for the year ended December 31, 2004. The Company
      intends to continue the development of its business interests, however, there
      is
      insufficient working capital necessary at present to be successful in this
      effort, which raises substantial doubt about our ability to continue as a going
      concern.





The
      number of common shares outstanding increased from 33,184,000 shares at December
      31, 2004 to 44,946,537 shares at the December 31, 2005, an increase of 35.45%.
      During that period our shareholders equity increased from $291,859 at December
      31, 2004 to $2,508,167 at December 31, 2005.





During
      the second quarter of 2005, we obtained funding needed to complete the purchase
      of Wild Animal Safari through a private placement of approximately 11,128,000
      shares of our common stock and 11,128,000 warrants resulting in gross proceeds
      of approximately $3,338,400. We will require additional debt and/or equity
      funding in order to pursue our strategy of acquiring additional theme parks,
      which is our intended business plan. However, we will be able to support our
      operations over the next 12 months from our revenues even if the funding
      necessary to complete further potential acquisitions does not
      materialize.





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 bore interest at 7.5% per annum and was payable in eighty-three monthly
      payments of principal and interest of $30,676. Both notes were 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.





On
      November 17, 2005, our wholly owned subsidiary, Wild Animal Safari, Inc.,
      completed the refinancing of the debt we incurred on June 13, 2005 in connection
      the acquisition of the Wild Animal Safari theme park from Ron Snider &
Associates, Inc. and related entities. A new loan in the principal amount of
      $2,300,210.09 was obtained from Commercial Bank & Trust Company of Troup
      County in LaGrange, Georgia. As a result of this refinancing, the promissory
      notes in the aggregate principal amount of $2,350,000 that were issued to Ron
      Snider & Associates, Inc. and its affiliated entities were paid in full and
      the liens which were held by those entities against the Wild Animal Safari
      theme
      park assets were released. The new loan is secured by a first priority security
      agreement and a first priority security deed on the Wild Animal Safari theme
      park assets.





In
      addition, on November 17, 2005, our Wild Animal Safari, Inc. subsidiary obtained
      a line of credit loan from Commercial Bank & Trust Company of Troup County
      for working capital purposes in the principal amount of $200,000.00. This line
      of credit loan is renewable annually, subject to the satisfactory performance
      by
      Wild Animal Safari, Inc. under the terms of the line of credit. It is also
      secured by a lien on the Wild Animal Safari theme park assets.





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, 2005
      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 raised by our company is likely
      to
      result in substantial dilution to existing stockholders.





Although
      we have negative working capital, our principal source of income is from cash
      sales, which are expected to provide sufficient cash flow to service our current
      debt.





**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.




10





**Critical
      Accounting Policies**





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





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





·
              Revenue
                  and profit growth at our Crossroads Convenience Center and Wild
                  Animal
                  Safari subsidiaries will continue;


·
              The
                  infrastructure in both entities will accommodate the additional
                  customers;


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


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


·
            Current
                economic dislocations in the Southeastern United States due to Hurricanes
                Katrina and Wilma will not materially affect entertainment spending
                in our
                market.





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





**RISK
      FACTORS**





YOU
      SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH OUR CONSOLIDATED
      FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.
      SOME OF THE INFORMATION CONTAINED IN THIS DISCUSSION AND ANALYSIS OR SET FORTH
      ELSEWHERE IN THIS ANNUAL REPORT, INCLUDING INFORMATION WITH RESPECT TO OUR
      PLANS
      AND STRATEGIES FOR OUR BUSINESS, INCLUDES FORWARD-LOOKING STATEMENTS THAT
      INVOLVE RISKS AND UNCERTAINTIES. YOU SHOULD REVIEW THE "RISK FACTORS" SECTION
      OF
      THIS REPORT FOR A DISCUSSION OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
      RESULTS TO DIFFER MATERIALLY FROM THE RESULTS DESCRIBED IN OR IMPLIED BY THE
      FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING
      RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS COULD SUFFER.





**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.**





As
      indicated in the audit opinions contained in our financial statements that
      are
      part of this prospectus, 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 our fiscal years ended December 31, 2005 and
      2004,
      we had a net loss of $(827,617) and $(280,406), 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
      intend
      to continue the development of our business interests. However, we have
      insufficient working capital necessary to be successful in this effort, which
      raises substantial doubt about our ability to continue as a going concern.
      We
      have a negative current working capital, which indicates an inability to operate
      for the coming year. However, our major source of income is from cash sales,
      which will provide sufficient cash flow to service our current debt. We will
      need additional funding to acquire the new assets contemplated in the future.
      During the second quarter of 2005 we received additional funding through a
      private placement of our common stock. We will seek additional equity and debt
      financing in order to be in a position to take advantage of opportunities for
      the purchase of additional theme parks. We will be able to operate our divisions
      for the coming year from the proceeds of cash sales even if the funding
      necessary to complete additional proposed acquisitions fails.




11





**We
      Have A 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. We have been officially operating under our
      current business plan of acquiring theme parks since 2003, when we reached
      a
      preliminary agreement to purchase Wild Animal Safari. Subsequently in 2003,
      our
      current management gained control of Royal Pacific Resources and changed its
      name to Great American Family Parks. 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 as a company as a whole.




**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 is 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. Some of the factors that may have an adverse
      impact on our theme park operations include an increase in the price of fuel,
      an
      increase in the price of admission to our theme park, an increase security
      costs, and a decrease in the distance families are willing to travel for
      entertainment.




12





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





The
      success of our Wild Animal Safari theme park and Crossroads Convenience Center
      complex is dependent upon attracting large numbers of visitors on a continual
      basis. A variety of actual or projected events could reduce the number of
      visitors 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 for attracting general recreation dollars,
      Callaway 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.
      The development of technology-based entertainment has provided families with
      a
      wider selection of entertainment alternatives close to or in their homes,
      including home entertainment units, online gaming, and video game parlors.
      In
      addition, traditional theme parks have been able to reduce the cost and increase
      the variety of their attractions by implementing technologies that cannot be
      readily incorporated by a wild animal park such as Wild Animal Safari.





**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.




13





**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.




**The
      Suspension or Termination of Any of our Business Licenses May Have A Negative
      Impact On Our Business**





We
      maintain a variety of standard business licenses issued by federal, state and
      city government agencies that are renewable on a periodic basis. We cannot
      guarantee that we will be successful in renewing all of our licenses on a
      periodic basis. The suspension, termination or expiration of one or more of
      these licenses could have a significant adverse affect on our revenues and
      profits. In addition, any changes to the licensing requirements for any of
      our
      licenses could affect our ability to maintain the licenses.





**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 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.




**The
      Transfer of Certain of Our Shares May Not Have Been In Compliance with Certain
      State and Federal Securities Laws and May Have an Adverse Impact on our
      Company.**





The
      transfer of certain of our shares of our common stock may not have been in
      compliance with certain state and federal securities laws and any damages that
      we may have to pay as a result of such transfer could have a material adverse
      effect on our revenues, profits, results of operations, financial condition
      and
      future prospects.





In
      October 2005, 100,000 shares of our common stock were transferred to a
      consultant. Prior to the transfer, the restrictive legend required by the 1933
      Securities Act was inappropriately removed from the certificate. As a result,
      the shares were inappropriately deemed to be free trading even though the shares
      should have continued to be restricted pursuant to Rule 144 of the 1933
      Securities Act. As a result, any subsequent sale of the shares may have violated
      Rule 144.





We
      are
      currently unable to determine the amount of damages, if any, that we may incur
      as a result of this issuance, which include, but are not limited to, damages
      that may result from the following:





·
              subsequent
                  third party purchaser(s) of the shares;
                  and/or


·
            other
                existing shareholders of our Company that may make a claim, on a
                derivative basis, that the resale of these shares may created
                downward price pressure, and, as a result, had a dilutive effect
                of the
                value of their shareholdings.





The
      payment of damages could have a material adverse effect on our revenues,
      profits, results of operations, financial condition and future
      prospects.




14





**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 April 20, 2006, we had approximately 45,046,537
      shares of common stock issued and outstanding and outstanding warrants to
      purchase up to 14,300,000 shares of common stock. The warrants represent
      approximately 24% of our common stock issued and outstanding. 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 April 20, 2006, there were approximately
      45,046,537 shares of Common Stock outstanding, of which approximately 2,954,617
      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.




15





**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.




**ITEM
      7. FINANCIAL STATEMENTS**





Our
      financial statements and related notes are set forth at pages F-1 through
      F-18 .








**INDEX
      TO FINANCIAL STATEMENTS**


**PAGE**





Report of Independent Registered Public
              Accounting Firm
            F-2Consolidated Balance Sheets
            F-3Consolidated Statements of Operations
            F-4Consolidated Statements of Changes in
              Stockholders' Equity (Deficit)
            F-5Consolidated Statements of Cash Flows
            F-6Notes to Consolidated Financial
              Statements
            F-7




F-1




**MADSEN & ASSOCIATES.
              CPA’s INC.**
            
            684 East Vine St. #3**Certified Public Accountants
              and Business Consultants**
            
            Murray, Utah 84107Telephone
              801-268-2632


****   ****


Board
      of
      Directors


Great
      American Family Parks, Inc. and Subsidiaries


Eagle,
      Idaho




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





We
      have
      audited the accompanying consolidated balance sheets of Great American Family
      Parks, Inc. and Subsidiaries at December 31, 2005, and the related consolidated
      statement of operations, changes in stockholders' equity, and cash flows for
      the
      years ended December 31, 2005 and 2004. 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 audit provides 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 Subsidiaries at December 31, 2005, and the statements of operations, and
      cash flows for the years ended December 31, 2005 and 2004 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.





April
      21,
      2006     /s/
      Madsen &
Associates, CPA’s Inc.


Murray,
      Utah




F-2





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**December
      31, 2005**


**_________________________________________________________________________________**




**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            63,213Accounts
                receivable - trade
            
            
            21,289Inventory
            
            
            113,773Prepaid
                expenses
            
            
            32,124Total Current Assets
            
            
            230,399**PROPERTY
                and EQUIPMENT -**net
                of depreciation
            
            
            5,797,868**OTHER
                ASSETS******Deposits
            
            
            4,300Franchise
                fees - net of amortization
            
            
            8,800Loan
                fees - net of amortization
            
            
            27,951****Intercompany advances - affiliates
            
            
            3,19744,248$
            6,072,515**LIABILITIES
                and STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            491,460Current
                portion - incentive program advances
            
            
            10,687Current
                portion - note payable
            
            
            28,339Current
                portion - mortgage payable - theme park
            
            
            55,001Current
                portion - capital lease obligations
            
            
            31,588Total Current Liabilities
            
            
            617,075**LONG
                TERM LIABILITIES -**net
                of current portionsIncentive
                program advances
            
            
            28,641Note
                payable
            
            
            677,817Mortgage
                payable - theme park
            
            
            2,240,8152,947,273**STOCKHOLDERS’
                EQUITY**Common
                stock300,000,000
                shares authorized, at $.001 par value;44,946,537
                shares issued and outstanding
            
            
            44,946Capital
                in excess of par value
            
            
            3,384,650Retained
                earnings (deficit)
            
            
            (921,429
            )2,508,167$
            6,072,515





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





F-3





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**For
      the Years Ended December 31, 2005 and 2004**


**________________________________________________________________________________________**





**Dec
                31,**
            
            **Dec
                31,****2005**
            
            
            **2004****SALES**
            
            $
            6,978,066
            
            $
            4,610,452**COST
                OF SALES**
            
            
            5,640,825
            
            
            4,021,247Gross
                Profit
            
            
            1,337,241
            
            
            589,205**OPERATING
                EXPENSES******Administrative
            
            
            1,850,509
            
            
            718,066****Depreciation
                & amortization
            
            
            106,517
            
            
            101,0531,957,026
            
            
            819,119**NET
                PROFIT (LOSS) FROM OPERATIONS**
            
            
            (619,785
            )
            
            (229,914
            )**OTHER
                INCOME AND EXPENSES**Interest
                income
            
            
            3,060
            
            
            -Other
                income
            
            
            17,840
            
            
            -****Interest expense
            
            
            (228,732
            )
            
            (50,492
            )**NET
                LOSS**
            
            $
            (827,617
            )
            $
            (280,406
            )**NET
                LOSS PER COMMON SHARE******Basic
                and diluted
            
            $
            (.02
            )
            $
            -**AVERAGE
                OUTSTANDING SHARES -**
              (stated
                in 1,000's)****Basic
            
            
            36,634
            
            
            30,946Diluted
            
            
            49,821
            
            
            44,133





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




F-4





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY**


**For
      the Period January 1, 2002 to December 31, 2005**


____________________________________________________________________________________





**Capital
                in****Common
                Stock**
            
            **Excess
                of**
            
            **Retained****Shares**
            
            **Amount**
            
            **Par
                Value**
            
            **Earnings****Balance
                January 1, 2002**
            
            
            27,067,000
            
            $
            27,067
            
            $
            (44,389
            )
            $
            247,454Net
                operating loss for the year endedDecember
                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
            
            
            (44,389
            )
            
            191,578Issuance
                of common stock for services
            
            
            600,000
            
            
            600
            
            
            10,770
            
            
            -Net
                operating loss for the year endedended
                December 31, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,984
            )**Balance
                December 31, 2003**
            
            
            30,200,000
            
            
            30,200
            
            
            (33,619
            )
            
            186,594Issuance
                of common stock for cash -net
                of issuance costs - September 2004
            
            
            1,716,000
            
            
            1,716
            
            
            361,867
            
            
            -Issuance
                of common stock for paymentof
                debt - September 2004
            
            
            1,268,400
            
            
            1,268
            
            
            22,762
            
            
            -Interest
                expense on value of contingent debt
            
            
            -
            
            
            -
            
            
            1,477
            
            
            -Net
                operating loss for the yearended
                December 31, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (280,406
            )**Balance
                December 31, 2004**
            
            
            33,184,400
            
            
            33,184
            
            
            352,487
            
            
            (93,812
            )Adjustment
                to outstanding stock resultingfrom
                change in transfer agents
            
            
            137
            
            
            -
            
            
            -
            
            
            -Issuance
                of common stock for cash at $.30 -net
                of issuance costs
            
            
            11,128,000
            
            
            11,128
            
            
            2,841,093
            
            
            -Issuance
                of common stock for expenses -theme
                park - at $.30
            
            
            80,000
            
            
            80
            
            
            23,920
            
            
            -Issuance
                of common stock for servicesat
                $.30
            
            
            554,000
            
            
            554
            
            
            165,646
            
            
            -Interest
                expense on value of contingent debt
            
            
            -
            
            
            -
            
            
            1,504
            
            
            -Net
                operating loss for the yearended
                December 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (827,617
            )**Balance
                December 31, 2005**
            
            
            44,946,537
            
            $
            44,946
            
            $
            3,384,650
            
            $
            (921,429
            )





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




F-5





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**For
      the Years Ended December 31, 2005 and 2004**


**_______________________________________________________________________________________________**





**Dec
                31,**
            
            **Dec
                31,****2005**
            
            
            **2004****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (827,617
            )
            $
            (280,406
            )Adjustments
                to reconcile net loss tonet
                cash provided by operatingactivitiesDepreciation
                & amortization
            
            
            106,517
            
            
            101,053Issuance
                of capital stock for services & expenses
            
            
            190,200
            
            
            -Changes
                inIntercompany
                advances
            
            
            68,086
            
            
            (46,336
            )Accounts
                receivable
            
            
            11,949
            
            
            (7,695
            )Inventory
            
            
            (49,705
            )
            
            (13,210
            )Prepaid
                expenses & deposits
            
            
            17,476
            
            
            (47,015
            )Accounts
                payable
            
            
            334,214
            
            
            21,318Incentive
                program advances
            
            
            -
            
            
            (10,488
            )Net
                Change From Operations
            
            
            (148,880
            )
            
            (282,779
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES******Franchise
                fees
            
            
            (10,000
            )
            
            **-******Purchase
                of property & equipment
            
            
            (4,853,167
            )
            
            (14,406
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Net
                proceeds from issuance of capital stock
            
            
            2,852,221
            
            
            363,583Payments
                of capital lease obligations
            
            
            (39,620
            )
            
            (36,747
            )Payments
                on notes payable
            
            
            (34,072
            )
            
            (25,669
            )Net
                proceeds from mortgage payable
            
            
            2,266,918
            
            
            -5,045,447
            
            
            301,167Net
                Change in Cash
            
            
            33,400
            
            
            3,982Cash
                at Beginning of Period
            
            
            29,813
            
            
            25,831Cash
                at End of Period
            
            $
            63,213
            
            $
            29,813**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION**Cash
                paid for interest
            
            $
            228,732
            
            $
            50,492Issuance
                of common stock for services & expenses
            
            
            190,200
            
            
            -




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





F-6





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2005**


**________________________________________________________________________________________________**





**1.
      ORGANIZATION**





Great
      American Family Parks, Inc. (GAFP) (formally Royal Pacific Resources, Inc.)
      is a
      Nevada corporation formed during 2002 for the purpose of merging with Painted
      Desert 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 Great Western Parks LLC was considered to be
      the
      acquirer of Royal Pacific Resources Inc. 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





The
      major
      source of income is received in the form of cash sales from a convenience center
      and gas station, and a theme park. Revenue is recognized upon receipt of the
      cash from the sale of a product or service.




F-7





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      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 30, 2005, the
      Company and its subsidiaries had a net operating loss available for carry
      forward of $1,174,941. The tax benefit of approximately $352,000 from the loss
      carry forward has been fully offset by a valuation reserve because the use
      of
      the future tax benefit is doubtful since the Company is unable to project a
      reliable future net income. The loss carryforward expires in 2026.





Principles
      of Consolidation





The
      accompanying consolidated financial statements includes the accounts of GAFP,
      (parent) and its subsidiaries CCC, and Wild Animal Safari, Inc. Revenues and
      expenses of GAFP are included for the period subsequent to December 23, 2003
      and
      includes the accounts of CCC and Wild Animal Safari, Inc. from their inceptions.
      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.




F-8





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      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
      thirty nine years. A summary is included below.





Land
            
            $1,942,005Buildings
                and improvements
            
            
            3,378,764Equipment
            
            
            576,027Leased
                equipment
            
            
            223,728Animals
            
            
            400,648Less
                accumulated depreciation
            
            
            (723,304
            )Net
            
            $
            5,797,868





Inventory





Inventory
      consists of fuel, food, beverages, park supplies, 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 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.
      INTEREST EXPENSE ON VALUE OF CONTINGENT DEBT ON MEMBER
      PROPERTY**





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. The Company recognized a value of $50,000 for the use of the
      additional collateral. The amount is being amortized to interest expense over
      the 23 year life of the loan by an addition to the stockholders’ equity. The
      Company is currently seeking refinancing and a removal of the second deed of
      trust on the member property.








F-9





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**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 convenience
      store
      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%
      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, 2005, the scheduled future principal maturities for the note are
      as
      follows:





Year
                EndingDecember
                31
            Amount2006
            
            28,3392007
            
            29,7152008
            
            31,1582009
            
            32,6712110
            
            34,257Thereafter
            
            550,016





**5.
      MORTGAGE PAYABLE - THEME PARK**





On
      November 8, 2004, the Company entered into an “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 paid $350,000 and a promissory
      note for the balance. The promissory note includes 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 “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 paid $2,000,000 and a 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 are secured by a first priority Security Agreement on the assets and
      a
      first Security Deed on the real estate.





On
      November 17, 2005 Wild Animal Safari, Inc. (subsidiary) completed the
      refinancing of the debt incurred on June 13, 2005, above, in the acquisition
      of
      the Wild Animal Safari theme park from Ron Snider & Associates, Inc. and
      related entities. This refinancing was obtained from Commercial Bank & Trust
      Company of Troup County in LaGrange, Georgia. As a result of this refinancing,
      Ron Snider & Associates, Inc. and its affiliated entities were paid in full
      and the liens which were held by those entities against the Wild Animal Safari
      theme park assets were released. In place of the original seven year financing,
      which was provided by the Snider entities, there is now a loan due by Wild
      Animal Safari, Inc. to Commercial Bank & Trust.




F-10





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**5.
      NOTE PAYABLE - THEME PARK** -
      continued





This
      new
      loan will be repaid in monthly installments based on a twenty year amortization
      schedule. The interest rate on the new loan is 7.75% for the first five years.
      The interest rate will be renegotiated at the end of the initial five years
      of
      the payment term on November 17, 2010, but as part of the refinancing the bank
      has agreed to extend the payment term for an additional fifteen years after
      November 17, 2010, subject to no default. The new loan is secured by a first
      priority security agreement and a first priority security deed on the Wild
      Animal Safari theme park assets.





The
      old
      loan had a monthly payment of $30,767 and the new loan a monthly payment of
      $18,883.





In
      addition, on November 17, 2005, Wild Animal Safari, Inc. (subsidiary) obtained
      a
      line of credit loan from Commercial Bank & Trust Company of Troup County for
      working capital purposes in the principal amount of $200,000. This line of
      credit loan is renewable annually, subject to the satisfactory performance
      by
      Wild Animal Safari, Inc. under the terms of the line of credit. It is also
      secured by a lien on the Wild Animal Safari theme park assets.





At
      December 31, 2005, the scheduled future principal maturities for the note are
      as
      follows:





Year
                EndingDecember
                31
            Amount2006
            
            55,0012007
            
            59,4182008
            
            64,1902009
            
            69,3452110
            
            2,047,862





**6.
      CAPITAL LEASES**





During
      1999, the Company entered into a 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, 2005 are as
      follows:





Year
                EndingDecember
                31
            
            
            Amount2006
            
            $
            33,230Less:
                Amount representing interest
            
            
            (1,642
            )Net
                present value of future minimum lease payments
            
            $
            31,588




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% with a buyout amount of $1.00.




F-11





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**6.
      CAPITAL LEASES -** continued





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:





Leased
                equipment under capital leaseOriginal
                assets value
            
            $
            223,728Less:
                Accumulated amortization
            
            
            (94,652
            )Book
                value of leased assets
            
            $
            129,076





**7.
      INVESTMENT INCENTIVE PROGRAM**





In
      September 1999, the Company received $107,520 as an advance for the construction
      of a service station facility from Chevron’s Investment Incentive Program. Under
      this program, the Company is required to sell 1,680,000 gallons (the “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, 2005, the Company had not sold the minimum
      gallons and has made repayments totaling $44,596 covering its sales deficiency
      through December 2005.





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 balance due
      under the incentive contract of $62,924 at September 2003 is being amortized
      on
      a straight line basis over the remaining term of the contract and is included
      in
      the Statement of Operations as a reduction to fuel cost of goods
      sold.





**8.
      CAPITAL STOCK**





On
      September 27, 2004, the Company issued 2,984,400 private placement common shares
      for cash, and 2,059,200 warrants under a 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.





During
      June 2005 the Company completed an offering of 11,128,000 common shares for
      cash. Included as part of the sale were warrants to purchase 11,128,000 common
      shares at any time before June 23, 2010 at an exercise price of $.35. During
      June through December 2005 the Company issued 634,000 common shares for services
      and expenses at $.30.





On
      the
      date of this report none of the warrants had been exercised.





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.




F-12





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**9.
      SIGNIFICANT TRANSACTIONS WITH**  **RELATED
      PARTIES**





Officer-director’s
      and their controlled entities have acquired 39% of the outstanding common stock
      of the Company, and during the year ended December 2005 the Company paid
      $169,480 in salaries to officers.





On
      December 31, 2005 the Company had made no interest, demand loans to affiliates
      of $3,197. The affiliation resulted by common officers of the affiliates and
      the
      Company.





Employment
      Agreements





On
      February 1, 2005, the Company entered into separate employment agreements with
      four officers which provides for base annual salaries of aggregate payments
      of
      $260,000, as compensation for the part-time employment of the officers until
      a
      second theme park is acquired. Each agreement has a base term of three years
      effective retroactively as of February 1, 2005 and provides for base annual
      salaries of $120,000 to Larry Eastland, the president and CEO, $40,000 to Dale
      Van Voorhis, the CFO, and $60,000 to James Meikle, President of the Theme Park.
      The agreements are renewable for additional period of two years, unless notice
      is given to the contrary. Upon the acquisition of a second theme park, the
      salaries will increase to aggregate payments of $330,000 and provides for base
      annual salaries of respectively $170,000, $60,000, and $100,000. With the
      acquisition of additional theme parks, salaries will be reviewed with
      consideration given to resulting increased work and responsibility. Health
      insurance is provided in the form of a Blue Cross Plan for two officers and
      their families.





The
      president of the Company will 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 the Company earns pre-tax income in excess of $500,000. Each of the
      employment agreements also provides for the payment of additional severance
      compensation, in amounts based on a formula of not less than three times the
      executive’s then current base salary, at any time during the term 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 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.’





Consulting
      agreement





The
      Company entered into a consulting agreement with Ronald E. Snider, former owner
      of the theme park, effective upon the acquisition of the park, which provides
      for the sum of $300,000 over three years in monthly installments of $8,333
      of
      which $4,163 will be paid in cash and the balance in common stock.




F-13





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**10.
      ACQUISITION OF THEME PARK**





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
“Wild Animal Safari, Inc.,” a wholly owned subsidiary of the Company, to receive
      the assets and to manage the theme park. On November 8, 2004, the Company
      entered into an “Asset Purchase Agreement” with Ron Snider & Associates,
      Inc. to purchase animals and other park property for a theme park in Pine
      Mountain Georgia, with an extended closing date to June 13, 2005. $50,000 and
      50,000 shares of Company stock, valued at $12,500, were paid to extend the
      closing date. These amounts have been expensed.





The
      assets were purchased and recorded as follows.





Land
            
            $1,742,500Buildings
            
            
            2,282,500Equipment
                and animals
            
            
            648,533Inventory
            
            
            26,
                467Total
                purchase price
            
            $
            4,700,000





**11.
      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’ Alone 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’ Alone 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, 2005, the Company has not accrued any amounts for the
      potential liability associated with any environmental claims because any
      potential claim amount is undeterminable.





F-14





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**12.
      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 subsidiaries have a negative current working capital which
      indicates an inability to operate for the coming year, however, its major source
      of income is from cash sales which will provide sufficient cash flow to service
      its current debt. The Company will need additional funding to acquire the new
      assets contemplated in the future. During the second quarter 2005 the Company
      received additional funding needed to complete the purchase of a theme park
      thru
      the sale of private placement common stock and it will seek additional equity
      and debt financing mechanisms, both public and private, to be in a position
      to
      take advantage of its acquisition opportunities for the purchase of additional
      theme parks, however, the Company will be able to operate its divisions for
      the
      coming year from the proceeds of cash sales even if the funding necessary to
      complete the proposed acquisitions fails.





**13.
      EARNINGS PER SHARE**





Basic
      earnings per share are computed by dividing earnings available to common
      stockholders by the weighted average number of common shares outstanding during
      the period. Diluted earnings per share reflect per share amounts that would
      have
      resulted if dilutive potential common stock had been converted to common stock.
      The following reconciles amounts reported in the financial
      statements.





Years
                Ended2005
            
            2004Numerator****Net
                loss
            
            $
            (836,673
            )
            $
            (280,406
            )DenominatorWeighted
                average number of commonshares
                outstanding****(stated
                in 1,000's)Basic
            
            
            36,634
            
            
            30,946Warrants
            
            
            13,187
            
            
            13,187Diluted
            
            
            49,821
            
            
            44,133Net
                loss per common share********Basic
            
            $
            (.02
            )
            $
            -Diluted
            
            $
            -
            
            $
            (.02
            )




F-15





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**14.
      OPERATING SEGMENT DISCLOSURE**





Included
      in the following are the condensed operating statements of Great American Family
      Parks, Inc. and CCC for the year ended December 31, 2005 and a theme park for
      the period June 13, to December 31, 2005.





GAFP
      is
      the administrative division that serves CCC and the theme park.





CCC,
      a
      wholly owned subsidiary of the Company, which operates a retail convenience
      center, including a Chevron gasoline station, and a convenience store in Nampa,
      Idaho.





Wild
      Animal Safari, Inc., a wholly owned subsidiary of the Company, operates a wild
      animal theme park located in Pine Mountain, Georgia. **** The
      cost
      of sales shown for the theme park includes all direct costs, including supplies,
      park wages, animal food, truck expense, depreciation, and
      maintenance.





There
      were no inter-company operational transactions and no provision for income
      tax
      has been provided because a net operating loss carryforward is available to
      offset any profit.





**GAFP**
            
            **CCC**
            
            **Theme
                **Park****
            
            **Adjust**ments****
            
            **Combined****SALES**
            
            $
            -
            
            $
            5,879
            
            $
            1,099
            
            
            
            
            $
            6,978**COST
                OF SALES**
            
            
            **-**
            
            
            5,139
            
            
            503
            
            
            
            
            
            5,642Gross
                Profit
            
            
            -
            
            
            740
            
            
            596
            
            
            
            
            
            1,336**EXPENSES**Administration
            
            
            955
            
            
            518
            
            
            365
            
            
            
            
            
            1,838Depreciation
                and amortization
            
            
            7
            
            
            98
            
            
            2
            
            
            
            
            
            107Interest
            
            
            24
            
            
            64
            
            
            140
            
            
            
            
            
            228986
            
            
            680
            
            
            507
            
            
            
            
            
            2,173**NET
                PROFIT (LOSS) -**before
                income tax
            
            $
            (986
            )
            $
            60
            
            $
            89
            
            
            
            
            $
            (837
            )





**15.
      PURCHASE OF FOOD FRANCHISES**





The
      Company completed two franchise agreements for food sales which includes an
      initial payment of $10,000 and royalties of 7% of the sales, to continue for
      five years. The initial payment is being amortized to expense over five
      years.




F-16





**GREAT
      AMERICAN FAMILY PARKS, INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**16.
      PRO-FORMA OPERATING STATEMENTS**





Included
      in the following are the unaudited, condensed, operating statements of the
      Company and its subsidiaries for the years ended December 31, 2005 and 2004
      and
      the operations of Ron Snider & Associates, Inc. (Theme Park) for the period
      January 1, 2005 to June 13, 2005 and the year ended December 31, 2004 which
      are
      shown as if the acquisition of Ron Snider & Associates, Inc. had been
      completed at the beginning of the each year. The operations of Ron Snider &
Associates Inc. have been adjusted to include depreciation and interest expenses
      as if its operations had been a division of the Company for the two
      periods.





Income
      (loss) per share amounts are based on outstanding shares of
      44,946,537.





**For
      the Year Ended December 31, 2005 -** stated
      in 1,000's





**GAFP&
                Subs**
            
            **Theme
                Park**
            
            **Adjustments**
            
            **Combined****SALES**
            
            $
            6,978
            
            $
            802
            
            
            
            
            $
            7,780**COST
                OF SALES**
            
            
            5,642
            
            
            290
            
            
            
            
            
            5,932Gross
                Profit
            
            
            1,336
            
            
            512
            
            
            
            
            
            1,848**EXPENSES**Administration
            
            
            1,838
            
            
            133
            
            
            
            
            
            1,971Depreciation
                and amortization
            
            
            107
            
            
            14
            
            (1)
            25
            
            
            146Interest
            
            
            228
            
            
            15
            
            (2)
            73
            
            
            3162,173
            
            
            162
            
            
            
            
            
            2,433**NET
                PROFIT (LOSS) -**before
                income tax
            
            $
            (837
            )
            $
            350
            
            
            
            
            
            (585
            )**PROVISION
                FOR INCOME TAX -******deferred
                tax asset
            
            
            
            
            
            
            
            
            
            
            
            198**NET
                LOSS**
            
            
            
            
            
            
            
            
            
            
            $
            (387
            )**INCOME
                (LOSS) PER SHARE**
            
            
            
            
            
            
            
            
            
            
            $
            (.01
            )




F-17





**GREAT
      AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**December
      31, 2005**


**________________________________________________________________________________________**





**16.
      PRO-FORMA OPERATING STATEMENTS -** continued





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




**GAFP
                & Subs**
            
            
            **Theme
                Park**
            
            
            **Adjustments**
            
            
            **Combined****SALES**
            
            $
            4,610
            
            $
            1,754
            
            
            
            
            $
            6,364**COST
                OF SALES**
            
            
            4,021
            
            
            629
            
            
            
            
            
            4,650Gross
                Profit
            
            
            589
            
            
            1,125
            
            
            
            
            
            1,714**EXPENSES**Administration
            
            
            716
            
            
            264
            
            (3)
            80
            
            
            1,060Depreciation
            
            
            101
            
            
            72
            
            (1)
            6
            
            
            179Interest
            
            
            52
            
            
            35
            
            (2)
            141
            
            
            228869
            
            
            371
            
            
            
            
            
            1,467**NET
                PROFIT (LOSS) -**before
                income tax
            
            $
            (280
            )
            $
            754
            
            
            
            
            
            247**PROVISION
                FOR INCOME TAX**
            
            
            
            
            
            
            
            
            
            
            
            84**NET
                PROFIT**
            
            
            
            
            
            
            
            
            
            
            $
            163**INCOME
                PER SHARE**
            
            
            
            
            
            
            
            
            
            
            
            **-**






Explanation
      of Adjustments





(1)
      Amount to increase depreciation on depreciable assets purchased for $2,778,500
      -
      depreciation life 7 to 39 yrs.





(2)
      Amount to increase interest on debt assumed for the purchase of the theme park
      -
      loan amount of $2,350,000 at 7.5%





(3)
      Administrative - salaries for four additional administrative personnel




F-18





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





In
      February 2005, Great American Family Parks, Inc. (“Registrant”) and Aronson
& Co. (“Aronson”) reached a mutual verbal agreement whereby Aronson &
Co. would no longer serve as auditor for the 2003 fiscal year for the Registrant
      or its wholly-owned subsidiary, Crossroads Convenience Center, LLC. Aronson
      had
      previously issued a report on the financial statement of Crossroads Convenience
      Center, LLC as of and for the years ended December 31, 2002 and 2001. This
      decision was recommended and approved by Registrant’s Board of
      Directors.





During
      the two fiscal years ended December 31, 2002 and 2001, and through February
      2005, (i) there were no disagreements between Registrant and Aronson on any
      matter of accounting principles or practices, financial statement disclosure
      or
      auditing scope or procedure which, if not resolved to the satisfaction of
      Aronson would have caused Aronson to make reference to the matter in its reports
      on Registrant’s financial statements, and (ii) Aronson’s reports on Registrant’s
      financial statements did not contain an adverse opinion or disclaimer of
      opinion, and was not modified as to uncertainty, audit scope or accounting
      principles. During the two fiscal years ended December 31, 2002 and 2001 and
      through February, 2005, there were no reportable events as the term is described
      in Item 304(a)(1)(iv) of Regulation S-B, except that the Company did not provide
      sufficient documentation to support the accounting for the distribution of
      the
      stock of Great American Family Parks, Inc. The absence of such documentation
      would have resulted in the auditor’s report, had such report been issued, to
      refer to a limitation in the scope of their audit.





On
      February 7, 2005, Registrant engaged the firm of Madsen & Associates to
      serve as its independent registered public accountants for the fiscal year
      ending December 31, 2003.





During
      the two fiscal years ended December 31, 2004 and 2003, and through February
      2005, the Company has not consulted with Madsen & Associates, LLC regarding
      either:





1.
            The
                application of accounting principles to any specific transaction,
                either
                completed or proposed, or the type of audit opinion that might be
                rendered
                on Registrants’ financial statements, and neither a written report was
                provided to Madsen & Associates nor oral advice was provided that
                Madsen & Associates concluded was an important factor considered by
                Registrant in reaching a decision as to the accounting, auditing
                or
                financial reporting issue; or





2.
            Any
                matter that was either subject of disagreement or event, as defined
                in
                Item 304(a)(1)(iv) of Regulation S-B and the related instruction
                to Item
                304 of Regulation S-B, or a reportable event, as that term is explained
                in
                Item 304(a)(1)(iv) of Regulation
                S-B.





**ITEM
      8A. CONTROLS AND PROCEDURES**





We
      maintain disclosure controls and procedures that are designed to ensure that
      the
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the Securities and Exchange Commission, and that this
      information is accumulated and communicated to our management, including our
      chief executive officer and chief financial officer, as appropriate, to allow
      timely decisions regarding required disclosure. As of the end of the period
      covered by this report, we carried out an evaluation, under the supervision
      and
      with the participation of our chief executive officer and chief financial
      officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our chief executive officer
      and chief financial officer concluded that our disclosure controls and
      procedures are effective in timely alerting him to material information required
      to be included in our periodic reports with the Securities and Exchange
      Commission.





Disclosure
      controls and procedures are our controls and other procedures that are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      us in
      the reports that we file under the Exchange Act is accumulated and communicated
      to our management, including principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure.





**ITEM
      8B. OTHER INFORMATION**





None.




16





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16 (A) OF THE EXCHANGE ACT**


Our
      executive officers and directors are as follows:







Name
            Age
            PositionLarry L. Eastland
            63
            President, CEO and Chairman of the
              Board of DirectorsRichard W. Jackson
            62
            Chief Financial Officer,
              DirectorDale W. Van Voorhis
            64
            DirectorJane Klosterman
            47
            DirectorTristan R. Pico
            61
            Director







**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 a Director of Great American Family Parks 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.





**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.





17





**Tristan
      R. Pico**





Since
      1994, Tristan R. Pico has been a partner of Pico & Associates, a tort
      litigation firm specializing in construction litigation and product liability.
      Since 1994, Mr. Pico has also served as a pro bono mediator and arbitrator
      at
      the Los Angeles Superior Court. Mr. Pico is a member of the Consumer Attorneys
      Association of Los Angeles and of the Consumer Attorneys Association of
      California. Mr. Pico holds a Bachelor of Arts degree from Brigham Young
      University and a Juris Doctor degree from the University of Southern
      California’s Gould School of Law.





**Richard
      W. Jackson, CPA**





Richard
      W. Jackson has thirty-eight years of experience in public accounting, including
      extensive experience in representing clients in tax matter negotiations with
      the
      Internal Revenue Service and State Tax Commission. Since November 2004, Mr.
      Jackson has been a partner of Jackson Coles, PLLC. From January 2002 until
      November 2004, Mr. Jackson was a partner of Stanton, Jackson & Company. From
      January 1996 until December 2001, Mr. Jackson was a partner of Presnell Gage.
      Since 1976, he has taught accounting and other courses for the American
      Institute of Banking and Idaho Bankers Association. In addition, he authored
      a
      course for the American Institute of Certified Public Accountants. Mr. Jackson
      graduated from the University of Idaho, holding a Bachelor of Science Degree
      in
      Business with an accounting major.




**AUDIT
      COMMITTEE**





The
      Chairman of our Audit Committee is Dale Van Voorhis, who also serves as our
      Audit Committee Financial Expert. Mr. Van Voorhis is not independent within
      the
      meaning of the applicable Nasdaq listing standards and applicable rules and
      regulations promulgated by the Securities and Exchange Commission.





**COMPENSATION
      COMMITTEE**





Our
      Compensation Committee determines matters pertaining to the compensation and
      expense reporting of certain of our executive officers, and administers our
      stock option, incentive compensation, and employee stock purchase plans. Tristan
      R. Pico is the Chairman of our Compensation Committee.





**CODE
      OF ETHICS**





We
      have
      not adopted a Code of Ethics.





**SECTION
      16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**





Section
      16(a) of the Securities Exchange Act of 1934 requires our officers, directors,
      and persons who beneficially own more than 10% of our common stock to file
      reports of securities ownership and changes in such ownership with the
      Securities and Exchange Commission ("SEC"). Officers, directors and greater
      than
      10% beneficial owners are also required by rules promulgated by the SEC to
      furnish us with copies of all Section 16(a) forms they file.





During
      the year ended December 31, 2005, our officers, directors, and persons who
      beneficially own more than 10% of our common stock were not subject to the
      requirements of Section 16(a) of the Securities Exchange Act of
      1934.





**ITEM
      10. EXECUTIVE COMPENSATION**





**SUMMARY
      COMPENSATION TABLE**





The
      following table sets forth information concerning the compensation for services
      in all capacities rendered to us for the three fiscal years ended December
      31,
      2005, of our Chief Executive Officer and our other executive officers whose
      annual compensation exceeded $100,000 in the fiscal year ended December 31,
      2005, if any. We refer to the Chief Executive Officer and these other officers
      as the named executive officers.







SUMMARY
                COMPENSATION
                TABLEANNUAL
                COMPENSATIONName & Principal
            
            
            
            Other
                Annual
            Restricted
            Options
            LTIP
            All
                OtherPosition
            Year
            Salary
            Bonus
            Compensation
            Stock 
Awards
            SARs
            Payouts
            Compensation($)
            ($)
            ($)
            ($)
            (#)
            ($)Larry E. Eastland
            2005
            0
            0
            -
            -
            -
            -
            -President,
              CEO
            2004
            0
            0
            -
            -
            -
            -
            -&
              Chairman
            2003
            0
            0
            -
            -
            -
            -
            -




**OPTION
      GRANTS AND OPTIONS EXERCISED IN FISCAL 2005**





During
      fiscal 2005 there were no options granted to or exercised by to the named
      executive officers.




**Compensation
      of Directors**





The
      officers and directors of Great American Family Parks received no compensation
      paid by the Company during the 2005 and 2004 fiscal years. 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.  These
      agreements provide for base annual salaries of $120,000; $40,000; and $60,000
      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. 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, the office staff 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.





**LONG
      TERM INCENTIVES**





A
      Stock
      Option and Award Plan providing for incentive stock options and performance
      bonus awards for executives, employees, and directors was approved in principle
      by our Board of Directors on February 1, 2005, and will be presented to the
      shareholders for approval once the Compensation Committee presents a final
      version to the Board for approval. The Plan sets aside five million (5,000,000)
      shares for award of stock options, including qualified incentive stock options
      and performance stock bonuses.  The
      Plan
      is not currently in effect and no options or awards have been granted under
      the
      Plan.





**ITEM
      11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





**PRINCIPAL
      STOCKHOLDERS**





The
      following table sets forth certain information relating to the ownership of
      common stock by (i) each person known by us be the beneficial owner of more
      than
      five percent of the outstanding shares of our common stock, (ii) each of our
      directors, (iii) each of our named executive officers, and (iv) all of our
      executive officers and directors as a group. Unless otherwise indicated, the
      information relates to these persons, beneficial ownership as of December 31,
      2005. Except as may be indicated in the footnotes to the table and subject
      to
      applicable community property laws, each person has the sole voting and
      investment power with respect to the shares owned. The address of each person
      listed is in care of Great American Family Parks, Inc., 208 South Academy
      Avenue, Suite 130, Eagle, Idaho 83616, unless otherwise set forth below that
      person's name.




18








NAME AND ADDRESS
            
            AMOUNT
                ANDOF
              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. 130Eagle, ID 83616Larry L. Eastland
            Common
                Stock
            5,000,000
                Indirect(4)
            11.2%208 S. AcademyEagle, ID 83616Jane Klosterman
            Common
                Stock
            3,450,000
                Direct
            7.7%1162 N. Glen Abby Pl.Eagle, ID 83616Dale Van Voorhis
            Common
                Stock
            1,725,000
                Direct
            3.9%5684 Pioneer TrailHiram, OH 44234James Meikle
            Common
                Stock
            1,725,000
                Direct
            3.9%21 Clayton CourtHudson,
              OH 44236Jay Pitlake
            Common
                Stock
            3,475,000
                Direct
            7.8%1878 Edward LaneMerrick, NY 11566All Officers and Directors
            Common
                Stock
            10,175,000
            22.5%As a Group (4 persons)




(1)
      Under
      Rule 13d-3 under the Exchange Act, certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the
      power to vote or the power to dispose of the shares). In addition, shares are
      deemed to be beneficially owned by a person if the person has the right to
      acquire the shares (for example, upon exercise of an option) within 60 days
      of
      the date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to include
      the amount of shares beneficially owned by that person (and only that person)
      by
      reason of these acquisition rights. As a result, the percentage of outstanding
      shares of any person as shown in this table does not necessarily reflect the
      person's actual ownership with respect to the number of shares of our common
      stock actually outstanding at February 9, 2006.





(2)
      Based
      upon 2,954,617 shares of common stock issued and outstanding as of April 20,
      2006, 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.





The
      information as to shares beneficially owned has been individually furnished
      by
      our respective directors, named executive officers and other stockholders,
      or
      taken from documents filed with the SEC.





**ITEM
      12. 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.





19





**ITEM
      13. EXHIBITS**




3.1
              Articles
                  of Incorporation of Great American Family Parks, Inc. dated July
                  17, 2002
                  (as incorporated by reference to Form SB-2 filed with the Securities
                  and
                  Exchange Commission on August 4,
                  2005).
 
 3.2
              Amended
                  Articles of Incorporation of Great American Family Parks, Inc.
                  dated
                  January 26, 2004 (as incorporated by reference to Form SB-2 filed
                  with the
                  Securities and Exchange Commission on August 4,
                  2005).
 
 3.3
              Bylaws of Great American Family Parks, Inc. dated
                January
                30, 2004 (as incorporated by reference to Form SB-2 filed with the
                Securities and Exchange Commission on August 4,
                2005).
 
 3.4
              Great
                  American Family Parks 2005 Stock Option Plan dated February 1,
                  2005 (as
                  incorporated by reference to Form SB-2 filed with the Securities
                  and
                  Exchange Commission on August 4,
                  2005).





4.1
            Unit
                Purchase Agreement, 2004 private placement, dated June 10, 2004 (as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





4.2
            Common
                Stock Purchase Warrant, 2004 private placement (as incorporated by
                reference to Form SB-2 filed with the Securities and Exchange Commission
                on August 4, 2005).





4.3
            Registration
                Rights Agreement, 2004 private placement (as incorporated by reference
                to
                Form SB-2 filed with the Securities and Exchange Commission on August
                4,
                2005).





4.4
            Subscription
                Agreement and Investor Questionnaire, 2005 private placement (as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





4.5
            Common
                Stock Purchase Warrant, 2005 private placement (as incorporated by
                reference to Form SB-2 filed with the Securities and Exchange Commission
                on August 4, 2005).





4.6
            Registration
                Rights Agreement, 2005 private placement (as incorporated by reference
                to
                Form SB-2 filed with the Securities and Exchange Commission on August
                4,
                2005).





10.1
            Stock
                Purchase Agreement between Great Western Parks, LLC and Royal Pacific
                Resources, Inc. dated December 19, 2003 (as incorporated by reference
                to
                Form SB-2 filed with the Securities and Exchange Commission on August
                4,
                2005).





10.2
            Agreement
                for Purchase of Assets for Wild Animal Safari Park Acquisition dated
                November 8, 2004 (as incorporated by reference to Form SB-2 filed
                with the
                Securities and Exchange Commission on August 4,
                2005).





10.3
            Real
                Estate Purchase Agreement for Wild Animal Safari Park Acquisition
                dated
                November 8, 2004 (as incorporated by reference to Form SB-2 filed
                with the
                Securities and Exchange Commission on August 4,
                2005).





10.4
            First
                Amendment to Agreement for Purchase of Assets for Wild Animal Safari
                Park
                Acquisition dated February 18, 2005(as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.5
            First
                Amendment to Real Estate Purchase Agreement for Wild Animal Safari
                Park
                Acquisition dated February 18, 2005 (as incorporated by reference
                to Form
                SB-2 filed with the Securities and Exchange Commission on August
                4,
                2005).





10.6
              Second
                  Amendment to Agreement for Purchase of Assets for Wild Animal Safari
                  Park
                  Acquisition dated May 2, 2005 (as incorporated by reference to
                  Form SB-2
                  filed with the Securities and Exchange Commission on August 4,
                  2005).
 
 10.7
              Second Amendment to Real Estate Purchase Agreement
                for
                Wild Animal Safari Park Acquisition dated May 2, 2005 (as incorporatedby
                reference to Form SB-2 filed with the Securities and Exchange Commission
                on August 4, 2005).





10.8
            Third
                Amendment to Agreement for Purchase of Assets for Wild Animal Safari
                Park
                Acquisition dated May 31, 2005 (as incorporated by reference to Form
                SB-2
                filed with the Securities and Exchange Commission on August 4,
                2005).





10.9
            Third
                Amendment to Real Estate Purchase Agreement for Wild Animal Safari
                Park
                Acquisition dated May 31, 2005 (as incorporated by reference to Form
                SB-2
                filed with the Securities and Exchange Commission on August 4,
                2005).





10.10
            Fourth
                Amendment to Agreement for Purchase of Assets for Wild Animal Safari
                Park
                Acquisition dated June 13, 2005 (as incorporated by reference to
                Form SB-2
                filed with the Securities and Exchange Commission on August 4,
                2005).





20





10.11
              Fourth
                  Amendment to Real Estate Purchase Agreement for Wild Animal Safari
                  Park
                  Acquisition dated June 13, 2005 (as incorporated by reference to
                  Form SB-2
                  filed with the Securities and Exchange Commission on August 4,
                  2005).
 
 10.12
              Consulting
                  Agreement between Great American Family Parks, Inc. and National
                  Financial
                  Communications Corp. dated November 15, 2004 (as incorporated by
                  reference
                  to Form SB-2 filed with the Securities and Exchange Commission
                  on August
                  4, 2005).




10.13
            Agreement
                between Great American Family Parks, Inc. and Mark Wachs & Associates
                dated July 25, 2005 (as incorporated by reference to Form SB-2 filed
                with
                the Securities and Exchange Commission on August 4,
                2005).





10.14
            Consulting
                Agreement between Great American Family Parks, Inc. and Ron Snider
                (as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.15
            Employment
                Agreement between Great American Family Parks, Inc. and Larry Eastland
                (as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.16
            Employment
                Agreement between Great American Family Parks, Inc. and James Meikle
                (as
                incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.17
            Employment
                Agreement between Great American Family Parks, Inc. and Dale Van
                Voorhis
                (as incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.18
            Employment
                Agreement between Great American Family Parks, Inc. and Jack Klosterman
                (as incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.19
            Employment
                Agreement between Great American Family Parks, Inc. and Jason Hutcherson
                (as incorporated by reference to Form SB-2 filed with the Securities
                and
                Exchange Commission on August 4,
                2005).





10.20
            Employment
                Agreement between Great American Family Parks, Inc. and Philip Michael
                Miller (as incorporated by reference to Form SB-2 filed with the
                Securities and Exchange Commission on August 4,
                2005).





16.1
            Aronson
                & Company letter regarding change of accountants. (as incorporated
                by
                reference to Form SB-2 filed with the Securities and Exchange Commission
                on December 6, 2005).





21
              List
                  of Subsidiaries (as incorporated by reference to Form SB-2 filed
                  with the
                  Securities and Exchange Commission on August 4,
                  2005).
 
 31.1
              Certification
                  by Chief Executive Officer, required by Rule 13a-14(a) or Rule
                  15d-14(a)
                  of the Exchange Act, promulgated pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.




31.2
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act, promulgated pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.





32.1
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code, promulgated pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





32.2
            Certification
                by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code, promulgated pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




21




**ITEM
      14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES**





**AUDIT
      FEES**





The
      aggregate fees billed by Madsen & Associates, Inc., Certified Public
      Accountants for the audit and review of our annual financial statements and
      services that are normally provided by an accountant in connection with
      statutory and regulatory filings or engagements for the fiscal years ended
      December 31, 2005 and 2004, were approximately $25,000 and $21,604,
      respectively.





**AUDIT-RELATED
      FEES**





The
      aggregate fees billed by Madsen & Associates, Inc., Certified Public
      Accountants for assurance and related services rendered that are reasonably
      related to the performance of the audit or review of our financial statements
      for the fiscal years ended December 31, 2005 and 2004, were approximately $0
      and
      $12,000, respectively.





**TAX
      FEES**





The
      aggregate fees billed by Madsen & Associates, Inc., Certified Public
      Accountants for professional services rendered for tax compliance, tax advice
      and tax planning for the fiscal years ended December 31, 2005 and 2004, were
      approximately $0 and $0, respectively.





**ALL
      OTHER FEES**





No
      other
      fees were billed by Madsen & Associates, Inc., Certified Public Accountants
      for the fiscal years ended December 31, 2005 and 2004.





**AUDIT
      COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**





The
      audit
      committee is required to pre-approve the audit and non-audit services performed
      by the independent auditor in order to assure that the provision of such
      services do not impair the auditor's independence.





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**GREAT
      AMERICAN FAMILY PARKS, INC.**





*/s/
                Larry Eastland*
              
              *Larry
                Eastland*
              *President,
                Chief Executive Officer and*
              *Chairman
                (Principal Executive Officer)*




KNOWN
      BY
      ALL MEN THESE PRESENTS, that each person whose signature appears below
      constitutes and appoints Larry Eastland his attorney-in-fact and agent with
      full
      power of substitution and re-substitution, for him and his name, place and
      stead, in any and all capacities, to sign any or all amendments to this Form
      10-K and to file the same, with all exhibits thereto, and other 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
      foregoing, as fully to all intents and purposes as he might or could do in
      person, hereby ratifying and confirming all that said attorney-in-fact and
      agent, or his substitute, may lawfully do or cause to be done by virtue hereof.




22





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





***SIGNATURE*
            *TITLE*
            *DATE**By:**/s/
                Larry L. Eastland*
              *Larry
                L. Eastland*
            *President,
                Chief Executive Officer and Chairman of the Board of
                Directors*
              *(Principal
                Executive Officer)*
            *May
                2, 2006**By:**/s/
                Richard W. Jackson*
              *Richard
                W. Jackson*
            *Chief
                Financial Officer and Director*
              *(Principal
                Financial and Accounting Officer)*
            *May
                2, 2006**By:*
              *Jane
                Klosterman*
            *Director**By:**/s/
                Dale W. Van Voorhis*
              *Dale
                W. Van Voorhis*
            *Director*
            *May
                2, 2006**By:**/s/
                Tristan R. Pico*
              *Tristan
                R. Pico*
            *Director*
            *May
                2, 2006*




23