SecProbe.io

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Mail Stop 3561

      November 16, 2005

Larry L. Eastland
President and Chief Executive Officer
Great American Family Parks, Inc.
208 South Academy Avenue, Suite 130
Eagle, Idaho 83616

	Re: 	Great American Family Parks, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
      Filed October 21, 2005
		File No. 333-127199

Dear Mr. Eastland:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note your response to the first bullet point in comment 1 in
our letter dated September 2, 2005.  We are still considering your
response and may have further comment.
2. We note your response to comment 2 in our letter dated
September
2, 2005.  Although there is no direct underwriting agreement, it
appears from the disclosure previously cited that First Montauk is
engaged in the distribution of the securities being registered.
Please disclose on the cover page and throughout the document that
First Montauk is an underwriter within the meaning of the
Securities
Act of 1933.
3. We note your response to comment 3 in our letter dated
September
2, 2005 and reissue the comment.  We do not consider listing on
the
Pink Sheets to be listing on an established public market.
4. For all periods in which an income statement is provided,
please
provide the necessary disclosures to show an EPS reconciliation as
required by paragraph 40 of SFAS 128.
5. In the consolidated statement of operations of the registrant,
please revise the caption "Net Profit (Loss) - before other costs"
to
"Income (Loss) from operations".  The use of a caption "Net Profit
(Loss)" should be limited solely to the last caption in the
statement
of operations.  Please revise accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

Overview, page 15
6. Please revise this section to clearly discuss your significant
sources of revenue.  For example, we note that revenues increased
for
the six months ended June 30, 2005 as a result of sales
attributable
to the Crossroads Convenience Center and not as a result of other
factors such as increased theme park attendance.

Results of Operations, page 16
7. Your discussion of the year-end results of operations should
immediately follow your discussion of the six month results of
operations.  Please revise accordingly.

Six Months Ended June 30, 2005 Compared to Six Months Ended June
30,
2004, page 16
8. We note in the last paragraph on page 16 that you had an
increase
in revenues per customer of more than $2.  To the extent
applicable,
your discussion of the reasons for the revenue increase for the
six
months ended June 30, 2005 should reflect this increase in
revenues
per customer.  Please revise or advise.
9. We note your discussion in the second paragraph regarding
consumer
spending habits.  It is unclear how consumer spending habits will
impact your cost of revenues.  Please revise or advise.

Liquidity and Capital Resources, page 17
10. We note the disclosure in the third paragraph on page 16
regarding the issuance of a promissory note as part of the
compensation paid for the acquisition of the assets of Ron Snider
&
Associates, Inc.  We also note the disclosure in the last
paragraph
of the Management`s Discussion and Analysis section on page 20.
This
information more appropriately belongs in the Liquidity and
Capital
Resources section.  Please revise.

Acquisition of the Assets of Ron Snider & Associates, Inc., page
21
11. We note your mention of two franchises that were purchased
from
Ron Snider & Associates.  Please provide a more detailed
explanation
of each of the acquired franchise agreements, including the
franchise
terms, expiration, fees and your related accounting treatment in
the
purchase and on an on-going basis.  In connection with the
accounting
treatment, we note that no amount has been allocated to a
contract-
based intangible asset, "franchise agreement".  Refer to the
guidance
in paragraphs 37(e) and 39, as well as Appendix A (paragraph A14)
in
SFAS 141.  We may have additional comments upon review of the
information.

Government Regulation, page 22
12. We note your disclosure that you have certain licenses related
to
the operations of Wild Animal Safari that are crucial to your
operations.  Please expand your disclosures herein and throughout
the
document to more thoroughly describe these licenses, including
their
terms, any expiration dates, provisions for renewal, and instances
in
which revocation by the licensing body could occur.  In this
regard,
you should also discuss your accounting policies for these
licenses
in the critical accounting policies section, including the
potential
impact of the revocation or non-renewal of any of the licenses.
Similarly, the accounting treatment of your licenses should be
disclosed in the notes to your financial statements.  In addition,
please give consideration to including an item in the Risk Factors
section to discuss any uncertainties related to the longevity of
these licenses or other risks related to the business, if
applicable,
or advise on why it is not necessary.

Forward Looking Statements, page 45
13. We note your response to comment 24 in our letter dated
September
2, 2005.  Please delete the references to Section 21E of the
Securities Exchange Act of 1934.  You are not able to rely on this
section because this is your initial public offering.  Please
revise.
See Section 21E (b)(2)(D) of the Securities Exchange Act of 1934.

Great American Family Parks, Inc.
Financial Statements for the Six Months Ending June 30, 2005, page
48-60
14. Please revise all headings throughout to clearly designate
these
financial statements and related notes as "Unaudited".

Notes to Financial Statements, page 52
15. Pursuant to the guidelines in Item 310 of Regulation S-B, your
notes should include, at a minimum, a disclosure that management
believes that the interim financial statements include all
necessary
adjustments to make the financial statements not misleading.
However, we would also recommend expanding your disclosures to
include an explanation of the differences in the requirements for
interim reporting compared to reporting on a full fiscal year, and
a
recommendation that the reader view the interim results in
conjunction with the results for the full year.

Note 11.  Acquisition of Theme Park, page 59
16. We note your disclosure regarding your purchase of assets from
Ron Snider & Associates.  From the disclosures throughout the Form
SB-2, the acquisition appears to meet the guidelines set forth in
EITF 98-3 as the acquisition of a business for financial statement
purposes.  Please include your identification and calculation of
the
fair value of the assets purchased, and allocation of the purchase
price in your note describing the acquisition of the Wild Animal
Safari park.  In this regard, please revise your disclosure to
include all information required by SFAS 141 (paragraphs 51-52) as
requested in comment 26 in our letter dated September 2, 2005.  In
addition, we refer you to the comments above concerning the
accounting for the franchise agreements and licenses acquired in
this
acquisition.  We may have further comments upon review of your
response and your revised disclosures.

Ron Snider & Associates, Inc. d/b/a Wild Animal Safari
Financial Statements (Reviewed), Three Months ended March 31,
2005,
page 75
17. Pursuant to Item 310 of Regulation S-B, please revise all
interim
financial statements to include the comparable period of the
preceding fiscal year.

Great American Family Parks, Inc. and Subsidiary
Combined Pro-Forma Statements, page 95
18. Please revise your introductory paragraph to state that the
combined statement of operations is presented as if the assets of
Ron
Snider & Associates had been acquired as of January 1, 2004.

Great American Family Parks, Inc. and Subsidiary
Combined Pro-Forma Balance Sheets, page 96
19. We note your response to comment 43 in our letter dated
September
2, 2005, and your inclusion of a pro forma balance sheet as of
January 1, 2005.  As the acquisition of Ron Snider & Associates is
combined in the historical financial statements as of June 30,
2005,
a pro forma balance sheet is not required.  Please delete
accordingly.

Pro Forma Statements of Operations, page 97
20. We note your response to comment 45 in our letter dated
September
2, 2005, and we do not believe that you have provided a
satisfactory
explanation for not complying with the comment.  As pro forma
financial statements should be presented on an historical
consolidated basis in conformity and consistent with the
historical
consolidated GAAP financial statements, it is not appropriate to
separate divisions within a company in pro forma information.  In
this regard, please revise your pro forma statements of operations
to
combine GAFP and CCC so that they are in agreement with the
combined
historical consolidated financial statements presented elsewhere
in
the document.
21. Additionally, we note your response to comment 48 in our
letter
dated September 2, 2005.  However, we do not believe that your
response, which addressed the need for a deferred tax asset, was
on
point as it does not take into consideration your current year tax
position on a pro forma basis.  In this regard, please revise your
pro forma statements of operations to show the current tax expense
or
benefit.  We refer you to paragraph 45 of SFAS 109 for guidance.

Explanation of adjustments, page 98
22. We note your adjustment number 7 for $87,000 related to the
penalty paid to extend the closing date for the purchase of the
theme
park.  We also note the caption "Extended closing penalty - theme
park" for $62,500 on your June 30, 2005 consolidated statement of
operations (page 49).  It appears that these relate to the same
penalty paid to extend the closing date of your purchase of Ron
Snider & Associates.  Please explain the difference in these
amounts.
In addition, it is unclear why this adjustment is necessary in the
pro forma statements, as it appears to be included in the
historical
financial statements.  Please advise and revise accordingly.

* * * *	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Kristin Shifflett at (202) 551-3381 or
Joseph
Foti, Senior Assistant Chief Accountant, at (202) 551-3816 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Howard Baik, Attorney-Advisor, at
(202) 551-3317, David Mittelman, Legal Branch Chief at (202) 551-
3214, or me at (202) 551-3750 with any other questions.

      							Sincerely,

      							Max A. Webb
      Assistant Director

cc:	Richard A. Friedman, Esq.
	Sichenzia Ross Friedman Ference LLP
	Fax:  (212) 930-9725

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Larry L. Eastland
Great American Family Parks, Inc.
November 16, 2005
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