-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzXSkJJbL5oRvwKoMXaX5VCUkm+I6ulVd4LQ6f9uP6fMh7PveFP7NzXnkB3uGgE/ 8oCgCGSZ1sd9o66HGH8Szw== 0001078782-09-001344.txt : 20090828 0001078782-09-001344.hdr.sgml : 20090828 20090828143106 ACCESSION NUMBER: 0001078782-09-001344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090828 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090828 DATE AS OF CHANGE: 20090828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKS AMERICA, INC CENTRAL INDEX KEY: 0001297937 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 910626756 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51254 FILM NUMBER: 091042837 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STREET 2: STE 3000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 310-450-9100 MAIL ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STREET 2: STE 3000 CITY: SANTA MONICA STATE: CA ZIP: 90405 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN FAMILY PARKS INC DATE OF NAME CHANGE: 20040721 8-K 1 parks8k082609.htm CURRENT REPORT 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

______________________

 

FORM 8-K

 

_______________________

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

September 30, 2007

 

000-51254

Date of Report (Date of earliest event reported)

 

Commission File Number

 

 

PARKS! AMERICA, INC.

 (Exact name of registrant as specified in its charter)

 

 

Nevada

 

91-0626756

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

 

 

 

1300 Oak Grove Road

Pine Mountain, GA 31822

(Address of Principal Executive Offices) (Zip Code)

 

 

(706) 663-8744

(Registrant’s telephone number, including area code)

 



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


£  

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


£  

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


£

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


£  

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






Explanatory Statement


As a result of a comment by the staff of the Securities and Exchange Commission, Parks! America, Inc. (the “Company) determined that it should file this report on Form 8-K in order to place in the public record certain financial statements of its former subsidiary, Park Staffing Services LLC (“Park Staffing Services”) (formerly known as “Computer Contract Services, Inc. d/b/a tempSERV”).  Attached to this report on Form 8-K as Exhibit 99.1 are financial statements of Park Staffing Services for the nine-month period ended September 30, 2007 and the year ended December 31, 2006.  Park Staffing Services is not currently a subsidiary of the Company, as further described below.


Item 8.01 Other Events


On September 30, 2007, the Company entered into an asset purchase agreement with Computer Contact Service, Inc. (“CCS”) to acquire substantially all of the assets of Park Staffing Services, then a division of CCS.


The acquisition was completed on September 30, 2007.  On December 30, 2008, the Company entered into an agreement to re-convey Park Staffing Services to CCS effective as of January 1, 2009.  The Company recorded a Loss on Sale of Discontinued Operations of $616,080 as at December 31, 2008 to reflect this transaction.  Park Staffing Services is treated as a discontinued segment of the Company in the Company’s current financial statements, filed on form 10-Q for the period ended June 28, 2009.  


Item 9.01

Financial Statements and Exhibits


(a)         Financial Statements of Business Acquired.


Not applicable.


(b)         Pro Forma Financial Information.


Not applicable.


(c)         Shell Company Transaction.


Not applicable.


(d)         Exhibits.


Exhibit 

Exhibit Description 

 

 

Exhibit 99.1

Audited Financial Statements of Computer Contact Services, Inc., dba “Tempserv” for the nine months ended September 30, 2007 and the year ended December 31, 2006.



 








SIGNATURES

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




August 26, 2009






PARKS! AMERICA, INC.


By: /s/ Jon Laria                     

Name: Jon Laria

Title:   Chief Financial Officer






EX-99 2 parks8k082609ex991.htm EX 99.1 FINANCIAL STATEMENTS Exhibit 99.1

Exhibit 99.1










COMPUTER CONTACT SERVICES, INC.

TEMPSERV SEGMENT ACCOUNTING



FINANCIAL STATEMENTS



Nine Months Ended September 30, 2007









COMPUTER CONTACT SERVICES, INC.

Dba “TEMPSERV”


TABLE OF CONTENTS


__________



 

 

 

Page

 

 

Report of Auditor

2

 

 

Balance Sheets

3


 

Statements of Income

4

 

 

Statements of Cash Flows

5

 

 

Statement of Stockholders Equity

6

 

 

Notes to Financial Statements

7




1





MADSEN & ASSOCIATES, CPA’s Inc.

684 East Vine St, Suite 3

Certified Public Accountants and Business Consultants

Murray, Utah 84107

 

Telephone 801 268-2632

 

Fax 801-262-3978


Board of Directors

Computer Contact Services, Inc.

dba Tempserv


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have audited the accompanying  balance sheets of Computer Contact Services, Inc., dba Tempserv, at September 30, 2007 and  December 31, 2006,  and the related statements of operations, stockholders' equity, and cash flows for the nine months ended September 30, 2007 and the year ended  December 31, 2006.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness for the company’s internal control over financial reporting.  Accordingly, we express no such opinion. 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 w ell as evaluating the over all  financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


Our audit and report was limited to the business activity known as Tempserv, which was sold by the Company on September 30, 2007. (note 4)  Our audit  excluded the cash and a contract receivable resulting from the sale of assets  from an unrelated business activity during 1998 because the information was not available.


In our opinion, except for the limitation described in the  above paragraph,  the financial statements referred to above present fairly, in all material respects, the financial position of  Computer Contact Services, Inc. at September 30, 2007 and  December 31, 2006, and the results of  operations, and  cash flows for the nine months ended September 30, 2007 and the year ended December 31, 2006, in conformity with generally accepted accounting principles.


Salt Lake City, Utah

June 22, 2009                                                         s/ Madsen & Associates, CPA’s Inc.




2





COMPUTER CONTACT SERVICES, INC.

dbaTEMPSERV

BALANCE SHEETS

September 30, 2007 and December 31, 2006

__________         





ASSETS

 

 

 

 

CURRENT ASSETS

 

Sept 30, 2007

 

Dec 1, 2006

 

 

 

 

 

Cash

$   

           753,643

 $

           137,844

Accounts receivable – net

 

           974,640

 

        1,299,011

Advances and prepaid expenses

 

           207,034

 

           368,551

      Total Current Assets

 

        1,935,317

 

        1,805,406

 

 

 

 

 

PROPERTY AND EQUIPMENT, net of depreciation

 

             52,467

 

             65,225

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

Deposits

 

             63,966

 

             56,654

      Total Other Assets

 

             63,966

 

             56,654

 

 

 

 

 

TOTAL ASSETS

$

        2,051,750

 $

        1,927,285

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

  Accounts Payable

$

           160,733

 $

           221,649

      Total Current Liabilities  

 

           160,733

 

           221,649

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

  Common stock

 

               2,000

 

               2,000

  Accumulated adjustments account

 

        1,889,017

 

        1,703,636

      Total stockholders’ equity

 

        1,891,017

 

        1,705,636

 

 

 

 

 

TOTAL LIABILITIES and STOCKHOLDERS' EQUITY

$  

        2,051,750

 $  

        1,927,285






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



3




COMPUTER CONTACT SERVICES, INC.

dbaTEMPSERV

STATEMENTS OF INCOME

For the Nine Months Ended Sept 30, 2007 and Year Ended December 31, 2006

__________


 



 

 

Sept 30, 2007

 

Dec 31, 2006

NET SALES

 

 

 

 

   Staffing agency

$

           5,474,806

$

          7,022,333

     Total Net Sales

 

           5,474,806

 

          7,022,333

 

 

 

 

 

COST OF SALES

 

           4,335,343

 

          5,728,477

Gross profit

 

           1,139,463

 

          1,293,856

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

   Selling, general and administrative

 

              335,620

 

             647,668

   Depreciation and amortization

 

       24,803

 

   33,071

     Total operating expenses

 

     360,423

 

 680,739

 

 

 

 

 

INCOME FROM OPERATIONS

 

              779,040

 

             613,117

 

 

 

 

 

OTHER INCOME & EXPENSES

 

 

 

 

   Interest income

 

                12,007

 

               22,908

   Other expenses

 

              (3,187)

 

              (2,277)

   Interest expense    

 

             (89,409)

 

              (3,090)

 

 

 

 

 

NET INCOME

$

              698,451

$  

             630,658







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



4




COMPUTER CONTACT SERVICES, INC.

dbaTEMPSERV

STATEMENTS OF CASH FLOWS

Nine Months Ended Sept 30, 2007 and Year Ended December 31, 2006

__________



 

 

 

 

 

 

Sept 30, 2007

 

Dec 31, 2006

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

$

           698,451

$

            630,658

 

Adjustments to reconcile net income to

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation

 

                 24,803

 

                33,071

 

 

 

Changes in

 

 

 

 

 

 

 

 

Accounts receivable

 

               324,371

 

            (349,811)

 

 

 

 

Prepaid expenses

 

               161,517

 

              171,949

 

 

 

 

Advance & Deposits

 

                (7,312)

 

                     570

 

 

 

 

Payments on line of credit

 

      --

 

            (494,990)

 

 

 

 

Accounts payable & accrued expenses

 

              (60,916)

 

            (363,107)

 

 

 

Net cash provided by operating activities

 

            1,140,914

 

            (371,660)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchase of land, property and equipment

 

              (12,045)

          

                (5,722)

 

 

 

Net cash used in investing activities

 

              (12,045)

     

                (5,722)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Investments from/ (distributions to) shareholders

 

            (513,070)

 

              141,001

 

 

 

Net cash provided by financing activities

 

            (513,070)

 

              141,001

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

               615,799

 

            (236,381)

 

Cash at beginning of period

 

               137,844

 

              374,225

 

 

 

 

 

 

 

 

 

 

Cash at end of period

$

               753,643

$

              137,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

$

                 89,409

$

                  3,090





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



5




COMPUTER CONTACT SERVICES, INC.

dbaTEMPSERV

STATEMENT OF STOCKHOLDERS’ EQUITY

Nine Months Ended Sept 30, 2007 and Year Ended December 31, 2006

__________         





 

 

Common Stock

 

Accumulated

 

  

Shares

 

Amount

 

Adjustments

Balance December 31, 2005

 

          800

$

    2,000

$

         931,977

Shareholder contributions

 

-

 

-

 

        141,001

 

 

 

 

 

 

 

Net operating profit for the year

 

 

 

 

 

 

        Ended December 31, 2006

 

             -

 

            -

 

        630,658

 

 

 

 

 

 

 

Balance December 31, 2006

  

          800

$

    2,000

$  

     1,703,636

 

 

 

 

 

 

 

Shareholder distributions

 

             -

 

            -

 

      (513,070)

 

 

 

 

 

 

 

Net operating profit for the nine months

 

 

 

 

 

 

        ended September 30, 2007

 

             -

 

            -

 

         698,451

 

 

 

 

 

 

 

Balance September 30, 2007

 

          800

$  

    2,000

$

     1,889,017










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



6




COMPUTER CONTACT SERVICES, INC.

dbaTEMPSERV

NOTES TO FINANCIAL STATEMENTS

September 30, 2007

__________


1.

  ORGANIZATION


The Company was incorporated under the laws of the state of California on December 18, 1981 with 800 common shares outstanding and is doing business as Tempserv.

 

Tempserv is located in Bakersfield, California, and provides temporary industrial, construction, and clerical staffing services nationwide.  In addition to the more traditional functions of job placement, payroll and personnel administration, Tempserv provides screening, testing, counseling and supervision of its placements.


2.

  SIGNIFICANT ACCOUNTING POLICIES


Accounting Method:  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.


Income Taxes: The Company, with the unanimous consent of its shareholders, has elected to have its income taxed under Subchapter S of the Internal Revenue Code and a similar section of the state income tax law.  Under those provisions, the Company does not pay federal or state corporate income tax on its taxable income, nor is it allowed a net operating loss carryover or carryback as a deduction.  Instead, the shareholders are liable for individual income tax on their respective shares of the Company’s taxable income or may include their respective shares of the Company’s net operating loss in their individual income tax returns.  Therefore, no provision or liability for income tax has been included in these financial statements.


Revenue Recognition:  The major source of income is received in the form of services provided from staffing services. TempSERV service revenue is recognized as services are performed on an hourly or weekly basis, prices are fixed or determinable based on customer requisitions and collectability is reasonably assured.  Contracts and relationships for providing employees can be cancelled by the contractor and can be cancelled at any time.


Advertising and Marketing Development:  The company expenses advertising and market development costs as incurred.


Financial Instruments:  The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities.


Financial and Concentrations Risk:  The Company does not have any concentration or related financial credit risks except for cash and accounts receivable, however, the Company considers the accounts to be fully collectible at the recorded amounts, net of a reserve for bad debts.  The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits, however the bank is considered of high quality.  The Company has not experienced any losses in such accounts.


Trade Accounts Receivable:  Trade accounts receivables refer to amounts due for the performance of staffing services.  


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.




7




2.     SIGNIFICANT ACCOUNTING POLICIES – continued


Allowance for doubtful accounts:  We provide a reserve against our receivables for estimated losses that may result from our customers’ inability to pay related to our staffing business.  We determine the amount of the reserve by analyzing known uncollectible accounts, economic conditions and historical losses and our customers’ creditworthiness.  The likelihood of a material loss from this area is minimal due to our limited exposure to credit risk.  


Property and Equipment:  Property and equipment are stated at cost.  Depreciation is computed on the accelerated methods over the estimated useful lives of the assets, which range from three to five years.  A summary is included below.


Equipment

$

64,254

Furniture & fixtures

 

       38,667

Vehicles

 

150,087

Less accumulated depreciation

 

 (200,541)

    Net

$

52,467


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 impaired, then impairment will be recognized in an amount determined by the excess of the carrying amount of the asset over its fair value.  There was no impairment of long-lived assets during the current interim periods presented.


Other 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.

  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


Officer-directors have acquired all of the outstanding common stock of the Company at September 30, 2007.


4.

  DISPOSITION OF TEMPSERVE ASSETS.


The Company entered into an Asset Purchase Agreement with Parks! America, Inc. to sell selected assets of tempSERV, a division of CCS and the scope of this report and audit is limited to that business activity.


The disposition was completed on September 30, 2007.  Assets sold by the Company pursuant to the Agreement include: (i) certain fixed assets, equipment, fixtures, leasehold improvements located at tempSERV’s office in Bakersfield, California; (ii) certain intellectual property of tempSERV; (iii) the goodwill of tempSERV.


The consideration for the assets sold by CCS was an aggregate of $1,162,500, consisting of $400,000 in cash, a promissory note in the principal amount of $562,500 which was to be paid out of the cash flow of Tempserv in 36 equal monthly installments, in the amount of $17,292.41 each, commencing on January 1, 2008, and continuing through December 1, 2010, and a promissory note in the principal amount of $200,000 due to EDLA, LLC.  The note includes interest at a rate of 6% with 12 monthly payments of $17,643 beginning March 31, 2008.


The purchase price was allocated as follows:


Furniture and fixtures

$

100,000

Goodwill

 

621,000

Continuing contracts

 

391,500

Covenant not to compete

 

50,000

      Total assets acquired

 

1,162,500

 

 

 

Total consideration paid consists of:

 

 

Note receivable-Computer Contract Service Inc

 

(562,500)

Note receivable-EDLA LLC

 

(200,000)

Cash for purchase

 

(400,000)

      Total Consideration

$

(1,162,500)






8



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