UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549





FORM 10-QSB





SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006



£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 000-51254



Great American Family Parks, Inc.

(Exact name of small business issuer as specified in its charter)



|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|Nevada                                                         | 91-0626756                          
|(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.)



208 South Academy Avenue, Suite 130
Eagle, Idaho 83616 
(Address of principal executive offices)



(208) 342-8888

(Issuer's telephone number)



Copies to: 
Richard A. Friedman, Esq. 
Sichenzia Ross Friedman Ference LLP 
1065 Avenue of the Americas 
New York, New York 10018 
Phone: (212) 930-9700 
Fax: (212) 930-9725



Check whether the issuer (1) has 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 £  No S



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



The number of shares of the issuer's outstanding common stock on May 19, 2006 was 51,146,547.



Transitional Small Business Disclosure Format (check one): Yes £  No S







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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements







|                                                          |         
|--------------------------------------------------------- | --------
|Description                                               | Page No.
|                                                          |         
|FINANCIAL INFORMATION:                                    |         
|                                                          |         
|Financial Statements                                      |         
|                                                          |         
|Consolidated Balance Sheets at March 31, 2006 (Unaudited) | F-1     
|                                                          |         
|Consolidated Statement of Operations (Unaudited)          | F-2     
|                                                          |         
|Consolidated Statements of Cash Flows (Unaudited)         | F-3     
|                                                          |         
|Notes to Consolidated Financial Statements (Unaudited     | F-4     











2





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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2006

_____________________________________________________________________________________________







|                                                   |   |            
|-------------------------------------------------- | - | -----------
|ASSETS                                             |   |            
|CURRENT ASSETS                                     |   |            
|Cash                                               | $ | 95,486     
|Accounts receivable - trade                        |   | 42,367     
|Inventory                                          |   | 113,773    
|Prepaid expenses                                   |   | 22,568     
|Total Current Assets                               |   | 274,194    
|                                                   |   |            
|PROPERTY and EQUIPMENT -net of depreciation        |   | 5,774,948  
|                                                   |   |            
|OTHER ASSETS                                       |   |            
|Deposits                                           |   | 7,724      
|Franchise fees - net of amortization               |   | 8,300      
|Loan fees - net of amortization                    |   | 27,004     
|Intercompany advances - affiliates                 |   | 37,500     
|                                                   |   | 80,528     
|                                                   | $ | 6,129,670  
|LIABILITIES and STOCKHOLDERS' EQUITY               |   |            
|CURRENT LIABILITIES                                |   |            
|Accounts payable                                   | $ | 699,230    
|Current portion - incentive program advances       |   | 10,687     
|Current portion - note payable                     |   | 28,339     
|Current portion - mortgage payable - theme park    |   | 55,001     
|Current portion - capital lease obligations        |   | 19,377     
|Total Current Liabilities                          |   | 812,634    
|                                                   |   |            
|LONG TERM LIABILITIES -net of current portions     |   |            
|Incentive program advances                         |   | 28,641     
|Note payable                                       |   | 673,216    
|Mortgage payable - theme park                      |   | 2,227,469  
|                                                   |   | 2,929,326  
|STOCKHOLDERS'  EQUITY                              |   |            
|Common stock                                       |   |            
|300,000,000 shares authorized, at $.001 par value; |   |            
|44,946,537 shares issued and outstanding           |   | 44,946     
|Capital in excess of par value                     |   | 3,385,026  
|Retained earnings (deficit)                        |   | (1,042,262)
|                                                   |   | 2,387,710  
|                                                   | $ | 6,129,670  



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



F-1



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2006 and 2005

_____________________________________________________________________________________________







|                                                  |   |           |   |          
|------------------------------------------------- | - | --------- | - | ---------
|                                                  |   | Mar 31,   |   | Mar 31,  
|                                                  |   | 2006      |   | 2005     
|                                                  |   |           |   |          
|SALES                                             | $ | 1,868,283 | $ | 1,194,941
|                                                  |   |           |   |          
|COST OF SALES                                     |   | 1,570,044 |   | 1,013,097
|                                                  |   |           |   |          
|Gross Profit                                      |   | 298,239   |   | 181,844  
|                                                  |   |           |   |          
|OPERATING EXPENSES                                |   |           |   |          
|                                                  |   |           |   |          
|Administrative                                    |   | 349,421   |   | 189,988  
|Depreciation & amortization                       |   | 27,246    |   | 25,928   
|                                                  |   | 376,667   |   | 215,916  
|                                                  |   |           |   |          
|NET PROFIT (LOSS) FROM OPERATIONS                 |   | (78,428)  |   | (34,072) 
|                                                  |   |           |   |          
|OTHER INCOME AND EXPENSES                         |   |           |   |          
|                                                  |   |           |   |          
|Interest income                                   |   | 2,250     |   | -        
|Other income                                      |   | 8,965     |   | -        
|Interest expense                                  |   | (53,620)  |   | (12,377) 
|                                                  |   |           |   |          
|NET LOSS                                          | $ | (120,833) | $ | (46,449) 
|                                                  |   |           |   |          
|                                                  |   |           |   |          
|NET LOSS PER COMMON SHARE                         |   |           |   |          
|                                                  |   |           |   |          
|Basic and diluted                                 | $ | -         | $ | -        
|                                                  |   |           |   |          
|                                                  |   |           |   |          
|AVERAGE   OUTSTANDING SHARES -(stated in 1,000's) |   |           |   |          
|                                                  |   |           |   |          
|Basic                                             |   | 44,947    |   | 33,184   
|Diluted                                           |   | 58,134    |   | 35,243   





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









F-2



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2006 and 2005

_____________________________________________________________________________________________





|                                                 |   |           |   |         
|------------------------------------------------ | - | --------- | - | --------
|                                                 |   | Mar 31,   |   | Mar 31, 
|                                                 |   | 2006      |   | 2005    
|CASH FLOWS FROM OPERATING ACTIVITIES             |   |           |   |         
|                                                 |   |           |   |         
|Net loss                                         | $ | (120,833) | $ | (46,449)
|Adjustments to reconcile net loss to             |   |           |   |         
|net cash provided by operating                   |   |           |   |         
|activities                                       |   |           |   |         
|Depreciation & amortization                      |   | 51,831    |   | 25,927  
|Changes in                                       |   |           |   |         
|Intercompany advances                            |   | (34,303)  |   | 70,335  
|Accounts receivable                              |   | (20,994)  |   | (19,928)
|Inventory                                        |   | -         |   | (59,651)
|Prepaid expenses & deposits                      |   | 7,054     |   | 650     
|Accounts payable                                 |   | 207,770   |   | 77,226  
|Incentive program advances                       |   | -         |   | (2,622) 
|                                                 |   |           |   |         
|Net Change  From Operations                      |   | 90,525    |   | 45,488  
|                                                 |   |           |   |         
|CASH FLOWS FROM INVESTING ACTIVITIES             |   |           |   |         
|Purchase of property & equipment                 |   | (28,094)  |   | -       
|                                                 |   |           |   |         
|CASH FLOWS FROM FINANCING ACTIVITIES             |   |           |   |         
|Payments on capital lease obligations            |   | (12,211)  |   | (12,507)
|Payments on notes payable                        |   | (4,601)   |   | (6,637) 
|Payments on mortgage payable                     |   | (13,346)  |   | -       
|                                                 |   | (30,158)  |   | (19,144)
|                                                 |   |           |   |         
|Net Change in Cash                               |   | 32,273    |   | 26,344  
|Cash at Beginning of Period                      |   | 63,213    |   | 29,813  
|                                                 |   |           |   |         
|Cash at End of Period                            | $ | 95,486    | $ | 56,157  
|                                                 |   |           |   |         
|                                                 |   |           |   |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |   |           |   |         
|                                                 |   |           |   |         
|Cash paid for interest                           | $ | 53,620    | $ | 12,377  



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



F-3



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

March 31, 2006

_____________________________________________________________________________________________



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 Deseret Uranium and Oil Company, Inc., a Washington corporation, incorporated in 1954, with the merger being  completed on July 25, 2002.



On December 23, 2003  GAFP completed the acquisition of all member interests in Crossroads Convenience Center, LLC (CCC) from Great Western Parks LLC by the issuance of 27,067,000 shares of its common capital stock, representing 91.4% of the outstanding stock after the acquisition, which was accounted for as a reverse acquisition,  in which 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.



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 an animal theme park in Pine Mountain Georgia, with an extended closing date to June 13, 2005.The Company  organized  a  Georgia Corporation with the name of Wild Animal Safari, Inc., a wholly owned subsidiary,  to  receive the assets and to  manage the  animal theme park.



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.





F-4



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued



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.



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  $1,295,774.  The tax benefit of approximately $389,000 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 beginning in the  2027.



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.



F-5



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued



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.



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                          | $ | 1,942,005
|Buildings and improvements    |   | 3,378,764
|Equipment                     |   | 603,492  
|Leased equipment              |   | 223,728  
|Animals                       |   | 400,648  
|Less accumulated depreciation |   | (773,689)
|Net                           | $ | 5,774,948



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.



F-6



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



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.



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 Ending |        
|December 31 | Amount 
|            |        
|2006        | 28,339 
|2007        | 29,715 
|2008        | 31,158 
|2009        | 32,671 
|2110        | 34,257 
|Thereafter  | 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.



F-7



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



5.  NOTE PAYABLE - THEME PARK - continued



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.



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.



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 Ending |          
|December 31 | Amount   
|            |          
|2006        | 55,001   
|2007        | 59,418   
|2008        | 64,190   
|2009        | 69,345   
|2110        | 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 expires in 2006.







F-8



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



6.  CAPITAL LEASES -continued



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 Ending                                        |   |        
|December 31                                        |   | Amount 
|                                                   |   |        
|2006                                               | $ | 33,230 
|Less: 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 buy out amount of   $1.00.



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 lease                |   |         
|Original assets value                               | $ | 223,728 
|Less: Accumulated amortization on December 31, 2005 |   | (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 March 31, 2006, the Company had not sold the minimum gallons and has made repayments totaling $44,596 covering its sales deficiency through March 2006.



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.







F-9



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

_____________________________________________________________________________________________



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.



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 three months ended March 2006 the Company paid $100,800  in salaries to officers.



On March 31, 2006 the Company had made no interest, demand loans to affiliates of $37,500. The affiliation resulted by common officers in 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.





F-10



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GREAT AMERICAN FAMILY PARKS, INC. and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March  31, 2006

_____________________________________________________________________________________________



9.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES -continued



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.



10.  CONTINGENCIES



Painted Desert (see organization above) owned or controlled properties on private and public lands in several states in the Western United States for purposes of exploring for and developing commercial mineral deposits. The Companys efforts proved unsuccessful,   and as of December 31, 1995, the Company had abandoned all of its interests in mineral and mining properties.  The Company and its properties have been subject to a variety of federal and state regulations governing land use and environmental matters.  The Company accrues liabilities relating to environmental damages and claims only when it is probable that such liabilities exist and their amounts can be reasonably estimated.  During the 1970's, the Company held leasehold interests in two mining properties known as the Silver Strike Mine and the Blue Star Prospect located in Shoshone County of Northern Idaho, on which the Company participated in various exploration and mining activities.  The Silver Strike Mine and Blue Star Prospect claim areas are currently listed by the Environmental Protection Agency  as potentially contaminated sites and sources for potential contamination of drainages leading into the Coeur d Alene River Basin.  The Company has not received any notification of a pending action or proceeding against the Company relating to environmental damages it may be responsible for.  However, in recent years, certain other companies involved in mining activities on property interests upland of the Coeur d Alene River Basin have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, and have entered into consent decrees with the EPA and the state of Idaho, concerning environmental remediation  obligations and damages to  natural resources in the Coeur DAlene River Basin. As of December 31, 2005, the Company has not accrued any amounts for the potential  liability associated with any environmental claims  because any potential claim amount is undeterminable.



11.  GOING CONCERN



The Company intends to continue the  evelopment 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.







F-11



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GREAT AMERICAN FAMILY PARKS,  INC.  and SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (Continued)

March  31, 2006

_____________________________________________________________________________________________





12.  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.



13. OPERATING SEGMENT DISCLOSURE



Included in the following are the condensed   operating statements of Great American Family Parks, Inc (parent)., CCC,  and the animal theme park (subsidiaries) for the three months ended March 31, 2006.



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                                | $ | -     | $ | 1,600 | $ | 268        |               | $ | 1,868   
|                                     |   |       |   |       |   |            |               |   |         
|COST OF SALES                        |   | -     |   | 1,414 |   | 156        |               |   | 1,570   
|Gross Profit                         |   | -     |   | 186   |   | 112        |               |   | 298     
|                                     |   |       |   |       |   |            |               |   |         
|EXPENSES                             |   |       |   |       |   |            |               |   |         
|                                     |   |       |   |       |   |            |               |   |         
|Administration                       |   | 134   |   | 97    |   | 107        |               |   | 338     
|Depreciation and amortization        |   | 2     |   | 25    |   | -          |               |   | 27      
|Interest                             |   | 1     |   | 8     |   | 45         |               |   | 54      
|                                     |   |       |   |       |   |            |               |   |         
|                                     |   | 137   |   | 130   |   | 152        |               |   | 419     
|                                     |   |       |   |       |   |            |               |   |         
|NET PROFIT (LOSS) -before income tax | $ | (137) | $ | 56    | $ | (40)       |               | $ | (121)   











F-12



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Item 2. Managements Discussion and Analysis



CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS



It should be noted that this Management's Discussion and Analysis of Financial Condition and Results of Operations may contain "forward-looking statements." The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including the Company's dependence on weather-related factors, introduction and customer acceptance of new products, the impact of competition and price erosion, as well as supply and manufacturing restraints and other risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation that the strategy, objectives or other plans of the Company will be achieved. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. 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 our Annual Report on Form 10-KSB for the year ended December 31, 2005 filed with the Securities and Exchange Commission on May 2, 2006. The following discussion should be read in conjunction with our consolidated financial statements provided in this quarterly report on Form 10-QSB.



OVERVIEW



Great 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.



(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.



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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



THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005



Revenues



Revenues increased $673,342 to $1,868,283 for the three months ended March 31, 2006, as compared to revenues of $1,194,941 for the three months ended March 31, 2005. The increase in revenues was due to two factors: the purchase of Wild Animal Safari, and 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 $556,907 to $1,570,004 for the three months ended March 31, 2006, as compared to cost of revenues of $1,013,097 for the three months ended March 31, 2005. The increase in cost of revenues was due to the increase in the cost of fuel at Crossroads Convenience Center, and the cost of operations at Wild Animal Safari. 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, the cost of fuel remains a variable which we will monitor carefully in the months to come.



Gross margins increased $116,395 to $298,239 for the three months ended March 31, 2006, as compared to $181,844 for the three months ended March 31, 2005.  This was a combination of greater food sales in-store at Crossroads Convenience Center which has a higher profit margin than fuel sales.



Expenses



General, administrative and selling expenses increased $159,433 to $349,421 for the three months ended March 31, 2006, as compared to $189,988 for the three months ended March 31, 2005. The increase in general, administrative and selling expenses was due to the inclusion of new corporate expenses, the administrative costs of Wild Animal Safari, and compliance costs.



Depreciation and Amortization



Our depreciation and amortization expense increased $1,381 to $27,246 for the three months ended March 31, 2006, as compared to $25,928 for the three months ended March 31, 2005 because of due to minor additions of equipment.



Net Loss



We posted a net loss of $120,833 for three months ended March 31, 2006, an increase of $74,384 as compared to a net loss of $46,449 for the three months ended March 31, 2005. The net loss is attributable to the operations of Wild animal Safari and an increase in administrative costs.



Liquidity and Capital Resources



Our total current assets at March 31, 2006 were $274,194 including $95,486 in cash as compared with $247,842 in total current assets at March 31, 2005, which included cash of $56,157.  Additionally, we had shareholder equity in the amount of $2,387,710 at March 31, 2006 as compared to shareholder equity of $110,335 at March 31, 2005. This increase was a result of the issuance of common stock.



Our cash on hand increased $39,329 to $95,486 as of March 31, 2006, as compared to cash on hand of $56,157 at March 31, 2005. 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.



4



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The number of common shares outstanding increased from 33,184,400 shares at March 31, 2005 to 44,946,537 shares at the March 31, 2006, an increase of 35.4%.  During that period our shareholders equity increased from a negative $539,916, at March 31, 2005 to $2,387,710 at March 31, 2006.



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.





5



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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.



Item 3. Controls and Procedures



(a) Evaluation of Disclosure Controls and Procedures



We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such 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. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective 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 Commission's rules and forms.



(b) Limitations on Effectiveness of Disclosure Controls and Procedures.



Disclosure controls and procedures cannot provide absolute assurance of achieving financial reporting objectives because of their inherent limitations. Disclosure controls and procedures is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Disclosure controls and procedures also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by disclosure controls and procedures. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.







6



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PART II  OTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



Effective May 16, 2006, Christopher Eastland was appointed as a Director of Great American Family Parks, Inc.



Christopher Eastlandis currently a principal of Seidler Equity Partners, a private equity investment firm based in Los Angeles, California.  He is involved in all firm investment activities, including deal sourcing, transaction structuring and negotiating and monitoring of portfolio investments.  Prior to joining Seidler Equity Partners in early 2004, Chris was a transactional attorney at the law firm OMelveny & Myers LLP since 1999.  His practice focused principally on mergers and acquisitions and private equity investment, as well as representation of public and private companies in commercial transactions.  Chris received a B.S. in business administration and entrepreneurial studies from the University of Southern California and a J.D. from the University of Southern California.  He is a member of the State Bar of California.



Christopher Eastland is the son of Larry Eastland, the Companys Chairman, President and Chief Executive Officer.



Effective May 18, 2006, Jim Meikle was appointed as a Director of Great American Family Parks, Inc.



Since 1994, Jim Meikle has served as Vice President of Amusement Business Consultants, Inc., an entertainment industry consulting company based in Ohio. Since 1994, Mr. Meikle has also been the owner of Turk-Meikle Construction, Inc., a general contracting business in Ohio.



Effective May 18, 2006, Jeff Lococo was appointed as a Director of Great American Family Parks, Inc.



In 2000, Mr. Lococo joined Great Wolf Resorts Inc. as General Manager of Great Wolf Lodge Sandusky, Ohio. In 2005, Mr. Lococo was appointed Corporate Vice President of Resort Operations for all Great Wolf Lodge Resorts. In this capacity, he was responsible for overseeing seven properties. Mr. Lococo has twenty five years of experience in the entertainment and hospitality industry.



Item 6. Exhibits and Reports on Form 8-K



a. Exhibit Index



|     |                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.







7



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SIGNATURES



In accordance with the requirements 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.



|                    |                                             
|------------------- | --------------------------------------------
|Date:  May 22, 2006 | /s/ Larry Eastland                          
|                    |                                             
|                    | Name:  Larry Eastland                       
|                    | Title: President and Chief Executive Officer
|                    |                                             
|                    |                                             
|Date:  May 22, 2006 | /s/ Richard W. Jackson                      
|                    |                                             
|                    | Name:  Richard W. Jackson                   
|                    | Title: Chief Financial Officer              











8