10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(X)

ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the fiscal year ended October 31, 2005

OR

( )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934     
For the transition period from           to        

	0-2844 (Blue Ridge)
Commission File No.	0-2843 (Big Boulder)

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(exact name of Registrants as specified in their charters)

State or other jurisdiction of incorporation or organization:

Pennsylvania

	24-0854342 (Blue Ridge)
I.R.S. Employer Identification Number:	24-0822326 (Big Boulder)
Address of principal executive office:	Blakeslee, Pennsylvania
	Zip Code:  18610

Registrants’ telephone number, including area code: 570-443-8433

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value, stated value $.30 per combined share*

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Yes  ¨ No  þ

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨ No  þ

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  Yes  þ No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2).  Yes  ¨ No  þ

Indicate by check mark whether the registrants are shell companies (as defined in Exchange Act Rule 12b-2).  Yes  ¨ No  þ

The aggregate market value of common stock, without par value, stated value $.30 per combined share, held by non-affiliates at April 30, 2005 (the last business day of the registrants’ most recently completed second fiscal quarter), was $29,551,734.  Such aggregate market value was computed by reference to the closing price of the common stock of the registrants on the over-the-counter bulletin board on April 30, 2005.  There is no established public trading market for the registrants’ stock.

The number of shares of common stock of the registrants’ classes of common stock outstanding as of February 2, 2006 was 2,385,024.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrants’ 2005 Annual Report to Shareholders for the fiscal year ended October 31, 2005 are incorporated by reference into Parts II and IV hereof.

Specified portions of the registrants’ definitive Proxy Statement for the 2005 Annual Meetings of Shareholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report, are incorporated herein by reference.

__________________

*Under a Security Combination Agreement between Blue Ridge Real Estate Company  (“Blue Ridge”) and Big Boulder Corporation  (“Big Boulder”) (together, the “Companies”) and under the By-Laws of the Companies, shares of the Companies are combined in unit certificates, each certificate representing the same number of shares of each of the Companies.  Shares of each corporation may be transferred only together with an equal number of shares of the other corporation.  For this reason, a combined Blue Ridge/Big Boulder Form 10-K is being filed. Except as otherwise indicated, all information applies to both Companies.

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

ANNUAL REPORT ON FORM 10-K

For Fiscal Year Ended October 31, 2005

TABLE OF CONTENTS

Page

Item 1  Business

2

Item 1A  Risk Factors

7

Item 1B  Unresolved Staff Comments

12

Item 2  Properties

12

Item 3  Legal Proceedings

14

Item 4  Submission of Matters to a Vote of Security Holders

14

Item 5  Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

15

Item 6  Selected Financial Data

15

Item 7  Management’s Discussion and Analysis of Financial Condition and

Results of Operations

15

Item 7A  Quantitative and Qualitative Disclosures about Market Risk

15

Item 8  Financial Statements and Supplementary Data

15

Item 9  Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

15

Item 9A  Controls and Procedures

15

Item 9B  Other Information

17

Item 10  Directors and Executive Officers of the Registrants

17

Item 11  Executive Compensation

18

Item 12  Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

18

Item 13  Certain Relationships and Related Transactions

18

Item 14  Principal Accountant Fees and Services

18

Item 15  Exhibits and Financial Statement Schedules

18

For convenience, references in this Annual Report on Form 10-K to “we,” “us,” “our,” and the “Companies” mean or relate to Blue Ridge Real Estate Company, Big Boulder Corporation and their subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements.

These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.  While we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based on a combination of facts and factors currently known by us and projections of the future, about which we cannot be certain or even relatively certain.  Many factors affect our ability to achieve our objectives and to successfully develop and commercialize our product candidates including:

·

Borrowing costs, and our ability to generate cash flow to pay interest and scheduled amortization payments as well as our ability to refinance such indebtedness or to sell assets when it comes due;

·

Our ability to continue to generate sufficient working capital to meet our operating requirements;

·

Our ability to maintain a good working relationship with our vendors and customers;

·

The ability of vendors to continue to supply our needs;

·

Our ability to provide competitive pricing to sell homes;

·

Actions by our competitors;

·

Fluctuations in the price of building materials;

·

Our ability to achieve gross profit margins at which we can be profitable, including margins on services we perform on a fixed price basis;

·

Our ability to attract and retain qualified personnel in our business;

·

Our ability to effectively manage our business;

·

Our ability to obtain and maintain approvals from local, state and federal authorities on regulatory issues;

·

Our relations with our controlling shareholder, including its continuing willingness to provide financing and other resources;

·

Pending or new litigation; and

·

Changes in market demand, weather and/or economic conditions within our local region and nationally.

In addition, you should refer to Item 1A of this Annual Report on Form 10-K for a discussion of other factors that may cause our actual results to differ materially from those implied by our forward-looking statements.  As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate.  Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.  In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.  

In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology.  We may not update these forward-looking statements, even though our situation may change in the future.

We qualify all the forward-looking statements contained in this Annual Report on Form 10-K by the foregoing cautionary statements.

PART I

ITEM 1.  BUSINESS

Blue Ridge Real Estate Company

Blue Ridge Real Estate Company, Blue Ridge, was incorporated in Pennsylvania in 1911 and is believed to be one of the largest owners of investment property in Northeastern Pennsylvania.  It owns 16,220 acres of land that are predominately located in the Pocono Mountains.  Of this acreage, 11,482 acres are held for investment and 4,738 are held for development.  Income is derived from these lands through leases, selective timbering by third parties, sales, and other dispositions. Blue Ridge also owns the Jack Frost Mountain Ski Area, which is leased to JFBB Ski Areas Inc, an affiliate of Peak Resorts, a retail store leased to Wal-Mart, two shopping centers and five residential investment properties.  The ski area, retail store and shopping centers are more fully described under Item 2.

Jack Frost Mountain Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1980 and commenced operations on June 1, 1981.  It was created to lease and operate the Jack Frost Mountain Ski Area and to provide certain services to other facilities, such as the Snow Ridge resort community, and to operate recreational facilities located within the Jack Frost Mountain tract. The lease between Blue Ridge and Jack Frost Mountain Company for the Jack Frost Mountain Ski Area was terminated on November 30, 2005. On December 1, 2005, Blue Ridge entered into a 28 year lease for the Jack Frost Mountain Ski Area with JFBB Ski Areas Inc., an affiliate of Peak Resorts, an unrelated party.  Pursuant to the lease, JFBB Ski Areas will operate the Jack Frost Mountain Ski Area and will make monthly lease payments to Blue Ridge during the ski season.  As a result, Ski operation activity for Fiscal 2005 has been reported a s a discontinued operation. This will result in the termination of the Ski Operations business segment, reducing the number of business segments from four to three. The future revenue generated from this lease will be included in the Real Estate Management /Rental Operations business segment.  By leasing the ski facilities to JFBB Ski Areas, management expects to focus additional resources on real estate development at our current and proposed resort communities.

Northeast Land Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1967. The major assets of the company consist of 101 acres of land in Northeast Pennsylvania. Revenue for Northeast Land Company is derived from managing the rental homes at Snow Ridge, Blue Heron, Laurelwoods and Midlake as resort accommodations, from real estate commissions for the sale of homes at these resort communities, and from Trust and Condo fees for services to these resort communities. Northeast Land Company owns 1 residential investment property.

BRRE Holdings, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Delaware in 1986.  It was established for investment purposes.

Moseywood Construction Company, formerly Boulder Creek Resort Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in May of 2003 and commenced operations in November 2003. It is primarily focused on facilitating land development and expanding our real estate sales division.

Boulder Creek Resort Company was incorporated December 30, 2004.  It was created with the ultimate goal of consolidating our branding and marketing us as one resort destination.

Jack Frost National Golf Course, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in February 2005.  It was created to operate the Jack Frost National Golf Course.

Oxbridge Square Shopping Center, LLC and Coursey Commons Shopping Center, LLC are wholly-owned subsidiaries of Blue Ridge and were organized in May 2004.  They have no employees and are managed by Kimco Realty Corporation.

As of December 31, 2005, Blue Ridge employed 18 full-time employees, Northeast Land Company had 10 full-time employees and Moseywood Construction Company had four full-time employees. As a result of the leasing of the Jack Frost Mountain Ski Area to JFBB Ski Areas, Inc., Jack Frost Mountain Company no longer has any employees.

Big Boulder Corporation

Big Boulder Corporation, Big Boulder, was incorporated in Pennsylvania in 1949. Big Boulder’s major assets are 925 acres of land, which includes a 175-acre lake, the Big Boulder Ski Area, and the Mountain’s Edge Restaurant. Of the 925 acres, 539 acres are held for investment and 386 acres are held for development. The principal source of revenue for Big Boulder is derived from its lease of the Big Boulder Ski Area to JFBB Ski Areas Inc., an affiliate of Peak Resorts, an unrelated party, which was also entered into on December 1, 2005.

Lake Mountain Company, a wholly-owned subsidiary of Big Boulder, was incorporated in Pennsylvania in 1983 and commenced operations on June 1, 1983.  It was created to lease and operate the Big Boulder Ski Area and operate the recreational facilities that are located within the Big Boulder Lake tract. The lease between Big Boulder and Lake Mountain Company for the Big Boulder Ski Area was terminated on November 30, 2005. On December 1, 2005, Big Boulder also entered into a 28 year lease for the Big Boulder Ski Area with JFBB Ski Areas.  Pursuant to the lease, JFBB Ski Resorts also will operate the Big Boulder Ski Area and will make monthly lease payments to Big Boulder during the ski season.  As a result, Ski Operation activity for Fiscal 2005 has been recorded as a discontinued operation. This will result in the termination of the Ski Operations business segment, reducing the number of business segments from four to three. The f uture revenue generated from this lease will be included in the Real Estate Management/Rental Operations business segment.  By leasing the ski facilities to JFBB Ski Areas, management expects to focus additional resources on real estate development at our current and proposed resort communities.

BBC Holdings, Inc., a wholly-owned subsidiary of Big Boulder, was incorporated in Delaware in 1986. It was established for investment purposes.

Big Boulder has no employees.

Strategy

Since the early 1980’s, we have developed four residential communities in close proximity to our ski area resorts.  Our resorts are located in the Pocono Mountains of Pennsylvania, an area which offers year-round regional tourist appeal and a quiet, relaxing vacation environment.

We believe the current and future real estate market in the Pocono Mountains is experiencing, and in the near future will continue to experience, an increase in buyer interest.  This interest is partially attributable to current low mortgage interest rates and an uncertain economy that may be facilitating more regional tourist destinations.  We expect that the construction of more homes closer to our resorts will result in an increase in skier visits.

We own 17,245 acres of land in Northeastern Pennsylvania.  Of our core land holdings, we have designated 5,124 acres as held for development and are moving forward with municipal approvals.  Based on a market study commissioned by us, we believe that our primary focus should be on single and multi-family dwellings in proximity to our ski area.  Additionally, an 18-hole golf course is under construction at the Jack Frost Mountain Ski Area and is expected to open to the public in late summer of 2006.  We also plan to develop a resort community surrounding the golf course.  The proposed golf course community will consist of approximately 40% single family homes and 60% multi-family units, as well as golf club amenities and the necessary infrastructure.  It is expected that all of the planned developments will result in approximately 3,700 lots or units.  We anticipate that some lots will be subdivided and sold as parcels of land, while o thers will be developed into single and multi-family housing.  We also expect that certain subdivisions may be sold outright in phases to nationally-recognized land developers in order to facilitate the market for housing and to reduce the inherent risk associated with any land development.

Business Segments

Prior to our leasing the Jack Frost Mountain and Big Boulder Ski Areas in December 2005, we operated in four business segments consisting of: Ski Operations, Real Estate Management/Rental Operations, Summer Recreational Operations and Land Resource Management.  Due to the lease of the ski areas to a third party operator, Ski Operations will be incorporated into the Real Estate Management/Rental Operations.  Therefore, we currently operate in three business segments, which consist of the Real Estate Management/Rental Operations, Summer Recreational Operations and Land Resource Management segments.  In Fiscal 2005, ski operation activity is reported as a discontinued operation.  Our business segments were determined from our internal organization and management reporting, which are based primarily on differences in services.  Financial information about our segments can be found in note 14 to our audi ted financial statements.

Real Estate Management/Rental Operations

Real Estate Management/Rental Operations consists of: two ski areas located in the Pocono Mountains of Northeastern Pennsylvania; investment properties leased to others located in Eastern Pennsylvania, South Carolina, Virginia and Louisiana; revenues derived from the management of investor-owned properties, principally resort homes; recreational club activities and services to the trusts that operate resort residential communities; sales of investment properties; and rental of land and land improvements, which includes the leasing of our two ski areas located in the Pocono Mountains of Northeastern Pennsylvania.

Summer Recreation Operations

Summer Recreation Operations consists of a seasonal recreational operating center, the Lake Mountain Sports Club, located on Big Boulder Lake in Lake Harmony, in the Pocono Mountains of Northeastern Pennsylvania.

Land Resource Management

Land Resource Management consists of land sales, land purchases, timbering operations and a construction division.  Timbering operations consist of selective timbering on our land holdings.  Contracts are entered into for parcels which have had the timber selectively marked.  We are devising a long-term plan of managed timbering whereby significant attention is given to protecting the environment and retaining the value of the land.  The construction division is responsible for the residential land development activities which include overseeing the construction of single and multi-family homes and development of infrastructure.

Funds expended to date for real estate development in Laurelwoods have been primarily for infrastructure improvements and the construction of 23 single family homes.  We are in the initial construction phase for 44 duplex homes.  Other expenditures for all development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.

Competition

Our Real Estate Management/Rental Operations segment faces competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire.  Any new competitive properties that are developed close to our existing properties may impact our ability to lease space to creditworthy tenants.  Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make, which could adversely affect our results of operations.  

Planned Real Estate Development

During Fiscal 2005, we actively pursued land sales and purchases.  In Fiscal 2006, we intend to continue selective sales and purchases of land.  These sales are expected to be treated as section 1031 - tax deferred exchanges.  We are offering financing to attract new land sale customers.  We intend to proceed with construction of single and multi-family units at both ski areas.  This is part of a comprehensive plan for our “core land” development.  We will continue to generate timbering revenues from selective harvesting of timber.

We have commenced development of an 18-hole golf course at Jack Frost Mountain.  The golf course is expected to open to the public in late summer of 2006.  We are in the planning stages for the development of residential communities surrounding the golf course at Jack Frost Mountain and Big Boulder ski areas.  We have entered into a management agreement with a nationally recognized golf course developer to provide services for the operation of our golf course.  

Maintenance

We continue to invest in our ski areas. On December 1, 2005 the ski areas were leased to a third party operator. As part of the lease agreement, the lessee is to make $5,000,000 of improvements to the ski areas in the first three years. In Fiscal 2004, we invested approximately $1 million in capital expenditures.  We believe our existing resort infrastructure is reasonably well maintained.  

Executive Officers of the Registrant

Name and Title	Age	Office Held Since
Patrick M. Flynn      Chief Executive Officer	29	2001
Eldon D. Dietterick      Executive Vice President/Treasurer	60	2001
Richard T. Frey      Vice President	55	2001

Patrick M. Flynn has served as President and Chief Executive Officer since October 2001.  He has served as the Director of Real Estate at Kimco Realty Corporation since May 2001.  Prior to joining us, from June 1995 to May 2001, Mr. Flynn was also a consultant at MIT Consulting.  

Eldon D. Dietterick was appointed Executive Vice-President and Treasurer in October 2001. He has been employed by Blue Ridge and Big Boulder on a full-time basis since January 1985.  Prior to his appointment as Executive Vice-President and Treasurer, Mr. Dietterick served as the Secretary and Treasurer from October 1998 until October 2001.

Richard T. Frey has served as Vice-President of Blue Ridge and Big Boulder since October 2001.  From 1992 until October 2001, Mr. Frey was employed as our Director of Food Services at both Jack Frost and Big Boulder ski areas.

The executive officers are elected or appointed by our board of directors to serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal.

ITEM 1A.  RISK FACTORS

Our business faces significant risks. Some of the following risks relate principally to our business and the industry and statutory and regulatory environment in which we operate. Other risks relate principally to the securities markets and ownership of our stock. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline.

Risks Related to Our Business and Our Industry

Future changes in the real estate market could affect the value of our investments.

We have extensive real estate holdings near our mountain resorts and elsewhere in the United States.  The value of our real property and the revenue from related development activities may be adversely affected by a number of factors, including:

·

national and local economic climate;

·

local real estate conditions (such as an oversupply of space or a reduction in demand for real estate in an area);

·

attractiveness of the properties to prospective purchasers and tenants;

·

competition from other available property or space;

·

our ability to obtain adequate insurance;

·

unexpected construction costs or delays;

·

government regulations and changes in real estate, zoning, land use, environmental or tax laws;

·

interest rate levels and the availability of financing; and

·

potential liabilities under environmental and other laws.

Our future growth and real estate development requires additional capital whose availability is not assured.

We intend to make significant investments in our resorts and rental properties to maintain our competitive position. We spent $1,905,836 for the fiscal year ended October 31, 2005, $23,026,394 and $3,673,291 for the fiscal years ended October 31, 2004 and 2003.  The capital expenditures for the fiscal years ended October 31, 2005 and 2003 were primarily related to our ski operations.    The capital expenditures for the fiscal year ended October 31, 2004 were primarily attributed to the section 1031 tax deferred exchange of the Dreshertown Shopping Center and the subsequent purchase of the Oxbridge Square and Coursey Commons shopping centers.  We expect to continue making substantial investments in real estate development. We have not yet finalized a budget for the fiscal year 2006; however, at this time, we anticipate capital expenditures will be in excess of $5,000,000 for real estate development.  Based on the stat us of several specific real estate projects, we will continue to invest significant amounts in real estate over the next several years. We could finance future expenditures from any of the following sources:

·

cash flow from operations;

·

bank borrowings;

·

public offerings of debt or equity;

·

private placements of debt or equity;

·

non-recourse, sale leaseback or other financing; or

·

some combination of the above.

We might not be able to obtain financing for future expenditures on favorable terms or at all.

Competition and market conditions relating to our real estate management operations could adversely affect our operating results.

We face competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire. Any new competitive properties that are developed close to our existing properties also may impact our ability to lease space to creditworthy tenants. Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make. Any unbudgeted capital improvements could adversely affect our results of operations. Also, to the extent we are unable to renew leases or re-let space as leases expire, it would result in decreased cash flow from tenants and adversely affect our results of operations.

Our retail properties are subject to adverse market conditions such as population trends and changing demographics, income, sales and property tax laws, availability and costs of financing, construction costs and weather conditions that may increase energy costs, any of which could adversely affect our results of operations. If the sales of stores operating at our properties were to decline significantly due to economic conditions, the risk that our tenants will be unable to fulfill the terms of their leases or will enter into bankruptcy may increase. Economic and market conditions have a substantial impact on the performance of our anchor and other tenants and may impact the ability of our tenants to make lease payments and to renew their leases. If, as a result of such tenant difficulties, our properties do not generate sufficient income to meet our operating expenses, including debt service, our results of operations would be adversely affect ed.

We are subject to risks with respect to the development of a golf course at Jack Frost Mountain prior to having firm contracts from builders to purchase any of the residential lots in the surrounding golf course community.

We have begun the construction of a golf course at Jack Frost Mountain.  While we currently have interest from nationally-recognized home builders for the development of a surrounding community, we do not have any firm offers from any of the interested builders.  If, at the completion of the golf course, we do not have firm contracts with home builders, we may consider developing a portion of the residential community on our own, and possibly in conjunction with the sale of some lots to other builders.  There are risks associated with developing a residential community, including potential changes in the real estate market, delays in construction due to adverse weather conditions, changes in the economy and changes in interest rates, which we may be subject to if we develop the golf course prior to having firm contracts with home builders and which could have a material adverse effect on us and our results of operations.

Changes in regional and national economic conditions could adversely affect our results of operations.

The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in regional and national economic conditions.  Resort vacation unit rental and ownership is a discretionary activity entailing relatively high costs, and any decline in the regional or national economies where we operate could adversely impact our real estate sales and revenues.  Accordingly, our financial condition could be adversely affected by any weakening in the regional or national economy.

Our business is subject to heavy environmental and land use regulation.

We are subject to a wide variety of federal, state and local laws and regulations relating to land use and development and to environmental compliance and permitting obligations, including those related to the use, storage, discharge, emission and disposal of hazardous materials.  Any failure to comply with these laws could result in capital or operating expenditures or the imposition of severe penalties or restrictions on our operations that could adversely affect our present and future resort operations and real estate development.  In addition, these laws and regulations could change in a manner that materially and adversely affects our ability to conduct our business or to implement desired expansions and improvements to our facilities.

We are subject to litigation in the ordinary course of business.

We are, from time to time, subject to various legal proceedings and claims, either asserted or unasserted. Any such claims, whether with or without merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. While management believes we have adequate insurance coverage and accrued loss contingencies for all known matters, we cannot assure that the outcome of all current or future litigation will not have a material adverse effect on us.

Implementation of existing and future legislation, rulings, standards and interpretations from the FASB or other regulatory bodies could affect the presentation of our financial statements and related disclosures.

Future regulatory requirements could significantly change our current accounting practices and disclosures. Such changes in the presentation of our financial statements and related disclosures could change your interpretation or perception of our financial position and results of operations.

If we are unable to retain our key executive personnel and hire additional personnel as required, our business and prospects for growth could suffer.

We believe that our operations and future development are dependent upon the continued services of our key executive personnel.  Moreover, we believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management employees.  If one or more members of our management team or other key personnel become unable or unwilling to continue in their present positions and if additional key personnel cannot be hired as needed, our business and prospects for growth could be materially adversely affected.

The cyclical nature of the forest products industry could adversely affect our timbering operations.

Our results of operations are affected by the cyclical nature of the forest products industry.  Historical prices for logs and wood products have been volatile, and we, like other participants in the forest products industry, have limited direct influence over the time and extent of price changes for logs and wood products. The demand for logs and wood products is affected primarily by the level of new residential construction activity and, to a lesser extent, repair and remodeling activity and other industrial uses. The demand for logs is also affected by the demand for wood chips in the pulp and paper markets. These activities are, in turn, subject to fluctuations due to, among other factors:

·

changes in domestic and international economic conditions;

·

interest rates;

·

population growth and changing demographics; and

·

seasonal weather cycles (e.g., dry summers, wet winters).

Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This results in lower revenues, profits and cash flows in our timbering operations segment. In addition, industry-wide increases in the supply of logs and wood products during favorable price environments can also lead to downward pressure on prices. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices.

We may be unable to timely comply with the requirements of the Sarbanes-Oxley Act relating to the assessment by us and our independent registered public accounting firm of the effectiveness of our internal controls over financial reporting, which could adversely affect our business.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission, or SEC, adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports on Form 10-K. In addition, the public accounting firm auditing the company’s financial statements must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. We expect that this requirement will first apply to our annual report on Form 10-K for our fiscal year ending October 31, 2007.  If we are unable to conclude that we have effective internal controls over financial reporting or, if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls over financial reporting as of October 31, 2007 and future year ends as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities.

We are a small company with limited resources.  We will have to improve internal controls as they relate to the matters described in the next risk factor.  Given the status of our efforts, coupled with the fact that guidance from regulatory authorities in the area of internal controls continues to evolve, substantial uncertainty exists regarding our ability to comply with applicable deadlines.

We have been advised of two material weaknesses in our internal controls relating to the accuracy of our financial reporting.

In connection with the audit of our financial statements for the fiscal year ended October 31, 2005, our auditors communicated to the audit committee of our board of directors two material weaknesses in our internal controls.  A material weakness is defined as a significant deficiency, or combination thereof, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be presented or detected.  The material weaknesses noted by the auditors relate to our accounting for income taxes and the operation of our disclosure committee.  These material weaknesses and the measures we are commencing to remediate the deficiencies are discussed in detail in this report under Item 9A., “Controls and Procedures.” Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our rep orting obligations.  Disclosure of the material weaknesses could reduce the market’s confidence in our financial statements and affect our stock price.

Risks Related to Our Common Stock

The exercise of outstanding options may dilute your ownership of our common stock.

As of February 2, 2006, options to acquire 87,000 shares of our common stock were outstanding, approximately 46,000 shares are exercisable at per share prices ranging from $6.75 to $34.00, with a weighted average exercise price of $13.46.

We do not expect to pay dividends on our common stock.

Although we have previously declared and paid dividends on our common stock in the past, we do not anticipate declaring or paying any dividends in the foreseeable future. We plan to retain any future earnings to finance the continued expansion and development of our business. As a result, our dividend policy could depress the market price for our common stock.

We are effectively controlled by Kimco Realty Services, Inc., and other shareholders have little ability to influence our business.

As of February 2, 2006, Kimco Realty Services, Inc., a wholly-owned subsidiary of Kimco Realty Corporation, owned at least 1,305,754 shares, or approximately 55% of our outstanding voting stock. Kimco Realty Services is able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approvals of significant corporate action such as mergers and other business combination transactions.  This concentration of ownership may also have the effect of delaying or preventing a change in control over us unless it is supported by Kimco Realty Services.  Accordingly, your ability to influence us through voting your shares is very limited.

Michael J. Flynn, the Chairman of our board of directors, is also President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation.  In addition, Patrick M. Flynn, who serves as one of our directors and is our President and Chief Executive Officer, is the Director of Real Estate at Kimco Realty Corporation.  Finally, Milton Cooper, who serves as one of our directors, also serves as Chief Executive Officer and Chairman of the board of directors of Kimco Realty Corporation.

Our common stock is thinly traded. Our stock price may fluctuate more than the stock market as a whole.

As a result of the thin trading market for our stock, its market price may fluctuate significantly more than the stock market as a whole or the stock prices of similar companies.  Of the 2,385,024 shares of our common stock outstanding as of February 2, 2006, approximately 45% are beneficially owned by persons other than Kimco Realty Services, our controlling shareholder.  Without a larger float, our common stock will be less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices for our common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger.

Our shareholders may perceive a conflict of interest because we do not currently maintain an independent audit committee.

Our audit committee is made up of three individuals: Eldon D. Dietterick, Patrick M. Flynn and Michael J. Flynn.  Mr. Dietterick is our Executive Vice-President and Treasurer.  Messrs. Patrick Flynn and Michael Flynn serve as members of our board of directors and are also employed by Kimco Realty Corporation, the parent company of Kimco Realty Services, Inc.  Although we are exempt from regulations mandating an independent audit committee, our shareholders may perceive a conflict of interest because of our lack of an independent audit committee.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Blue Ridge Real Estate Company

The physical properties of Blue Ridge consist of approximately 16,320 acres owned by Blue Ridge and Northeast Land Company.  These properties include the Jack Frost Mountain Ski Area, the retail store leased to Wal-Mart, the Oxbridge Square Shopping Center in Richmond Virginia and the Coursey Commons Shopping Center in Baton Rouge, Louisiana, residential investment properties, a sewage treatment facility, corporate headquarters building, and other miscellaneous facilities.

Ski Facilities

The Jack Frost Mountain Ski Area is located near White Haven, Carbon County, Pennsylvania, and commenced operations in December 1972.  On December 1, 2005 the Jack Frost Mountain Ski Area was leased under a direct financing lease to JFBB Ski Areas, Inc., an affiliate of Peak Resorts, for a 28 year period.   The Jack Frost Mountain Ski Area consists of 21 slopes and trails including a snowboard slope, snow tubing hill, four double chairlifts, two triple chairlifts, one quad chairlift, one dual double chairlift and various buildings, including a Summit Lodge with food service, a cocktail lounge, a ski shop, and a ski rental shop.  The total lift capacity per hour is 13,200 skiers.  These lifts are in good condition and are operated as needed during the ski season.  These facilities are situated on approximately 473 acres owned by Blue Ridge.

Real Estate Management Operations

Oxbridge Square Shopping Center, located in Richmond, Virginia, is owned by Oxbridge Square Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge.  The center consists of 14.37 acres, and contains approximately 128,000 selling square footage.  As of October 31, 2005, there were 29 tenants with an occupancy rate of 94%.

Coursey Commons Shopping Center, located in East Baton Rouge Parish, Louisiana, is owned by Coursey Commons Shopping Center, LLC, Coursey Creek, LLC, and Cobble Creek, LLC, all wholly-owned subsidiaries of Blue Ridge.  The center consists of 9.43 acres, with approximately 67,750 selling square footage.  As of October 31, 2005, there were 15 tenants with an occupancy rate of 79%.

In addition, Blue Ridge owns 16,220 acres of land which are predominately located in the Pocono Mountains.  The majority of this property is leased to various hunting clubs.  Blue Ridge also owns several cottages in the area that are leased to private individuals. Blue Ridge owns five residential investment properties located in our resort communities.

Blue Ridge owns and leases to Jack Frost Mountain Company a sewage treatment facility to serve the resort housing at Jack Frost Mountain.

Blue Ridge also owns The Sports Complex at Jack Frost Mountain, which consists of a swimming pool, fitness trail, tennis courts and accompanying buildings.  

Blue Ridge also owns The Stretch, an exclusive member-only fishing club located along a two mile stretch of the Tunkhannock Creek.

Blue Ridge’s Corporate Office Building is located on Route 940 and Mosey Wood Road.

Northeast Land Company owns 101 acres of land located in the Pocono Mountains.  Northeast Land Company owns one residential investment properties located in our resort communities.

Big Boulder Corporation

The physical properties owned by Big Boulder consist of approximately 925 acres located in the Pocono Mountains.  The properties include the Big Boulder Ski Area, a sewage treatment facility, the Mountain’s Edge Restaurant and the Big Boulder Lake Club.

Ski Facilities

The Big Boulder Ski Area’s physical properties were leased to Lake Mountain Company on June 1, 1983, and are located in Kidder Township, Carbon County, Pennsylvania.  Big Boulder Ski Area commenced operations in 1947. This lease was terminated on November 30, 2005. On December 1, 2005 the Big Boulder Ski Area was leased under a direct financing lease to JFBB Ski Areas Inc, an affiliate of Peak Resorts, for a 28 year period The Big Boulder Ski Area contains 14 slopes and trails, including a snowboard terrain park, snow tubing hill, five double chairlifts, two triple chairlifts, and various buildings, including a base lodge that provides food service, a cocktail lounge, a ski shop and a ski rental service.  The total lift capacity per hour is 9,600 skiers.  These lifts are in good condition and are operated as needed during the ski season.  These facilities are situated on approximately 90 acres owned by Big Boulder.

Real Estate Management Operation

A sewage treatment facility was constructed by Big Boulder Corporation to serve the resort housing within the Big Boulder tract.  The facility has the capacity of treating 225,000 gallons per day.  Big Boulder Corporation constructed the Mountain’s Edge Restaurant which consists of 8,800 square feet and is located on the east shore of Big Boulder Lake, Kidder Township, Carbon County, Pennsylvania.  The facility, which is leased to a private operator, commenced operations in May 1986. The restaurant has dining capacity for 100 patrons.

Big Boulder also owns the Big Boulder Lake Club, which includes a 175-acre lake, swimming pool, tennis courts, boat docks and accompanying buildings.

ITEM 3.   LEGAL PROCEEDINGS

We are presently a party to certain lawsuits arising in the ordinary course of our business.  We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

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

No matters were submitted to security holders for a vote during the fourth quarter of the fiscal year ended October 31, 2005.

PART II

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information regarding the market price of and dividends on our common stock is incorporated by reference to the section entitled “Stock and Dividend Information” in our 2005 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 6. SELECTED FINANCIAL DATA

This information is incorporated by reference to the section entitled “Selected Financial Data” in our 2005 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is incorporated by reference to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2005 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K). This information should be read together with our Combined Financial Statements and related footnotes (included in Exhibit 13.1 to this Annual Report on Form 10-K) and the discussion of risk factors below.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is incorporated by reference to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2005 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, supplementary data and related documents included in this Annual Report on Form 10-K are listed in Item 15(a), Part IV, of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.  CONTROLS AND PROCEDURES

In connection with the audit of our financial statements for the fiscal year ended October 31, 2005, our auditors identified and reported to the audit committee of our board of directors two material weaknesses under standards established by the Public Company Accounting Oversight Board (PCAOB).  A material weakness is defined as a significant deficiency, or combination thereof, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Companies’ ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Companies’ annual or interim financial sta tements that is more than inconsequential will not be prevented or detected.

One of the material weaknesses identified by our auditors involved errors in accounting for timing differences between book and tax, as prepared by our outside consultants, and were considered material to our financial statements taken as a whole.  In connection with their audit, our auditors recommended journal entries to adjust for income taxes.  Our auditors believe that we do not have internal processes in place to monitor and assess the accuracy and appropriateness of work prepared by our outside consultants in accordance with generally accepted accounting principles, nor do we currently have the capability to perform the work ourselves.  Our auditors have recommended that we implement internal controls over the work performed by our outside consultants, so that a level of review and assessment of the consultant’s work is performed internally, or obtain the appropriate training so that internal personnel can adequately p erform the accounting for income taxes.  Management concurred with our auditors’ observations and has begun to train a member of our in-house staff to review and assess the work performed by our outside consultants.

The other material weakness identified by our auditors was their belief that our disclosure committee was not operating effectively.  In particular, our auditors believe that our disclosure committee did not reach timely conclusions as to the proper accounting, reporting and disclosure of certain significant and/or unusual transactions occurring after the end of our fiscal year.  Our auditors have recommended that our disclosure committee involve outside consultants to advise the committee on significant and/or unusual transactions to determine the proper accounting, reporting and disclosure of such significant and/or unusual transactions.  Our disclosure committee agreed that it would be helpful to obtain the advice of outside consultants when dealing with significant and/or unusual transactions and determining the proper accounting, reporting and disclosure of such significant and/or unusual transactions.  Our disclosure co mmittee plans to engage outside consultants in the future when it is presented with how to properly account for, report and disclose significant and/or unusual transactions.

The material weaknesses identified above, if unaddressed, could result in errors in our financial statements.

Our management, with the participation of our President and Executive Vice President/Treasurer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation and the material weaknesses described above, the President and Executive Vice President/Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by this report are not functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms or that such information is accumulated and communicated to our management, including our President and Executive Vice President/Treasurer, as appropriate, to allow timely discussions regarding required disclosure.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Except as disclosed above, there have been no changes in our control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to evaluate the material weaknesses and will take all necessary action to correct the internal control deficiencies identified.  We will also further develop and enhance our internal control policies, procedures, systems and staff to allow us to mitigate the risk that material accounting errors might go undetected and be included in our financial statements.  Unless the material weaknesses described above are remedied, there can be no assurance that management will be able to assert that our internal control over financial reporting is effective in the management report required to be included in the annual report on Form 10-K for the year ended October 31, 2007, pursuant to the rules adopted by the SEC under Section 404 of the Sarbanes-Oxley Act of 2002, when those rules take effect.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

The information required by this item concerning directors is incorporated by reference to our proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A.

The information required by this item concerning executive officers is set forth in Part I, Item 1 of this Annual Report on Form 10-K.

Code of Ethics

We have adopted a Code of Ethics that applies to, among others, our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions. The Code of Ethics is attached hereto as Exhibit 14.1.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to our proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to our proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to our proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) The following financial statements of ours, supplementary data and related documents are incorporated by reference to our 2005 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K):

·

Report of Independent Registered Public Accounting Firm on Combined Financial Statements, dated February 2, 2006.

·

Combined Statements of Operations for each of the years ended October 31, 2005, 2004 and 2003.

·

Combined Balance Sheets as of October 31, 2005 and 2004.

·

Combined Statements of Changes in Shareholders’ Equity for each of the years ended October 31, 2005, 2004 and 2003.

·

Combined Statements of Cash Flows for each of the years ended October 31, 2005, 2004 and 2003.

·

Notes to Combined Financial Statements.

·

Quarterly Financial Information (unaudited).

(a)(2) Financial Statement Schedules

The following is a list of financial statement schedules filed as part of this Annual Report on Form 10-K.  The report of Independent Registered Public Accounting Firm for the financial statement schedule appears on Page 25 of this Form 10-K.  All other schedules omitted herein are so omitted because either (1) they are not applicable, (2) the required information is shown in the financial statements, or (3) conditions are present which permit their omission, as set forth in the instructions pertaining to the content of financial statements:

·

Schedules: III.  Real Estate and Accumulated Depreciation

(b)  Exhibits, Including Those Incorporated by Reference

   The following is a list of Exhibits filed as part of this Annual Report on Form 10-K.  Where so indicated by a parenthetical, Exhibits that were previously filed are incorporated by reference.  For Exhibits incorporated by reference, the location of the Exhibit in the previous filing is also indicated in parentheses.

Exhibit Number	Description
3.1	Restated Articles of Incorporation of Blue Ridge Real Estate Company (filed February 11, 2005 as Exhibit 3.1 to Form 10-K and incorporated herein by reference)
3.2	Restated Articles of Incorporation of Big Boulder Corporation (filed February 11, 2005 as Exhibit 3.2 to Form 10-K and incorporated herein by reference)
3.3	Bylaws of Blue Ridge Real Estate Company, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.3 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
3.4	Bylaws of Big Boulder Corporation, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.4 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
4.1	Revised Specimen Unit Certificate Evidencing Shares of Registrants’ Common Stock (filed August 28, 1990 as an Exhibit to Form 10-K and incorporated herein by reference)
4.2	Security Combination Agreement between Blue Ridge Real Estate Company and Big Boulder Corporation (filed September 23, 1967 as Exhibit b-3 to Form 10 and incorporated herein by reference)
10.1	First Mortgage, NorthMarq Capital (formerly Principal Mutual), Building leased to Wal-Mart (filed August 26, 1991 as Exhibit 10.16 to Form 10-K and incorporated herein by reference)
10.2	Mortgage, Manufacturer and Traders Trust Company, 241 Snow Ridge Village, White Haven, Carbon County (filed February 11, 2005 as Exhibit 10.11 to Form 10-K and incorporated herein by reference)
10.3	Mortgage, Manufacturer and Traders Trust Company, 63 Blue Heron Village, Lake Harmony, Carbon County (filed February 11, 2005 as Exhibit 10.13 to Form 10-K and incorporated herein by reference)
10.4	Mortgage, Manufacturer and Traders Trust Company, 513 Laurelwoods, Lake Harmony, Carbon County (filed February 11, 2005 as Exhibit 10.14 to Form 10-K and incorporated herein by reference)
10.5	Assumption and Release Agreement, Oxbridge Square Shopping Center, Richmond, Virginia (filed February 11, 2005 as Exhibit 10.15 to Form 10-K and incorporated herein by reference)
10.6	Certificate of Assumptor, Oxbridge Square Shopping Center, Richmond, Virginia (filed February 11, 2005 as Exhibit 10.16 to Form 10-K and incorporated herein by reference)
10.7	Mortgage, JP Morgan Chase Bank, Coursey Commons Shopping Center, Baton Rouge, Louisiana (filed February 11, 2005 as Exhibit 10.17 to Form 10-K and incorporated herein by reference)
10.8	Site Development Mortgage Note, Manufacturers and Traders Trust, construction loan for Laurelwoods Infrastructure. (filed February 11, 2005 as Exhibit 10.18 to Form 10-K and incorporated herein by reference)
10.9	Acquisition of Building leased to Wal-Mart (filed August 26, 1991 as Exhibit 10.2.4 to Form 10-K and incorporated herein by reference)
10.10	Lease Agreement with Wal-Mart in Laurens, South Carolina (filed August 29, 1995 as Exhibit 10.3.1 to Form 10-K and incorporated herein by reference)
10.11	Lease Agreement with Wal-Mart Real Estate Business Trust, dated May 30, 2003 (filed as Exhibit 10.12 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
10.12	Lease Agreement with Ukrop’s Supermarkets, Inc., dated November 2, 1979, as amended (filed as Exhibit 10.13 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
10.13	Agreement, dated as of February 17, 2005, between Blue Ridge Real Estate Company and Barbaron, Inc. for the Jack Frost National Golf Club project in the amount of $2,079,325 (filed February 17, 2005 as Exhibit 10.1. to Form 8-K and incorporated herein by reference)
10.14	Agreement, dated as of February 17, 2005, between Blue Ridge Real Estate Company and Barbaron, Inc. for the Jack Frost National Golf Club project in the amount of $2,798,483 (filed February 17, 2005 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)
10.15**	Form of Stock Option Agreement dated as of February 1, 2005 (filed March 28, 2005 as Exhibit 10.26 to Form S-1/A Registration Statement (file no. 333-121855) and incorporated herein by reference)
10.16*	Schedule of Optionees and Material Terms of Stock Option Agreements dated as of February 1, 2005.
10.17	Agreement dated April 13, 2005, between Blue Ridge Real Estate Company and Dobrinski Brothers, Inc. for the Jack Frost National Golf Club project in the amount of $1,220,114.30 (filed April 15, 2005 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)
10.18	Agreement, dated as of June 9, 2005, between Big Boulder Corporation and Robert C. Young, Inc. for infrastructure improvement project at Laurelwoods II residential development in the amount of $2,427,491 (filed August 10, 2005 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)
10.19	Lease agreement, dated as of December 1, 2005, between Big Boulder Corporation and JFBB Ski Areas, Inc. for the lease of the Big Boulder Ski Area (filed December 7, 2005 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)
13.1	Portions of the Companies’ Fiscal 2005 Annual Report to Shareholders incorporated herein by reference
14.1	Code of Ethics (filed February 11, 2005 as Exhibit 14.1 to Form 10-K and incorporated herein by reference)
21.1*	List of all subsidiaries of the Registrants
23.1*	Consent of Parente Randolph
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

*Filed herewith.

**Management or compensatory contract required to be filed pursuant to Item 15(b) of the requirements for Form 10-K reports.

Copies of Exhibits are available to Shareholders by contacting the Corporate Secretary, Blue Ridge Real Estate Company, Blakeslee, PA 18610. A charge of $.25 per page to cover the Registrants’ expenses will be made.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

BLUE RIDGE REAL ESTATE COMPANY    

BIG BOULDER CORPORATION  

By:/s/ Patrick M. Flynn

   Patrick M. Flynn  

   President and Chief

   Executive Officer

   Dated:  February 14, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Flynn		February 14, 2006
Michael J. Flynn	Chairman of the Board
/s/ Patrick M. Flynn		February 14, 2006
Patrick M. Flynn	President, Chief Executive
	Officer and Director
	(principal executive officer)
/s/ Eldon D. Dietterick		February 14, 2006
Eldon D. Dietterick	Executive Vice-President and Treasurer
	(principal financial and accounting officer)
/s/ Milton Cooper		February 14, 2006
Milton Cooper	Director
/s/ Wolfgang Traber		February 14, 2006
Wolfgang Traber	Director

Report of Independent Registered Public Accounting Firm

On Financial Statement Schedules

To the Shareholders of

Blue Ridge Real Estate Company and

Big Boulder Corporation:

We have audited the combined financial statements of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2005 and 2004, and for each of the three years in the period ended October 31, 2005, and have issued our report thereon dated February 2, 2006; such financial statements and report are included in your October 31, 2005 Annual Report to Shareholders and are incorporated herein by reference.  Our audits also included the combined financial statement schedules of the Companies listed in Item 15.  These financial statement schedules are the responsibility of the Companies’ management.  Our responsibility is to express an opinion based on our audit.  In our opinion, such combined financial statement schedules, when considered in relation to the basic combined financial statements taken as a whole, present fairly in all material respects the information set fort h therein.

/s/ Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

February 2, 2006.

Combined Schedule III
REAL ESTATE AND ACCUMULATED DEPRECIATION OCTOBER 31, 2005
COLUMN A	COLUMN B	COLUMN C	COLUMN D
		Initial Cost to company	Cost Capitalized Subsequent to Acquisition
Description	Encumbrances	Land	Buildings and Improvements	Improvements
Land located in N.E. PA including various improvements		1,867,766	49,915	8,801,498
Corporate Building			282,918	187,989
Building Leased to Others, Eastern PA Exchanged Asset – Shopping Center, Richmond, VA	4,053,000	1,829,327	7,389,064	0
Shopping Center, Baton Rouge, LA	7,700,000	2,208,165	8,861,839	0
Laurens, SC	1,600,000	276,000	1,914,470	0
Other			3,159,345	0
Total	13,353,000	6,181,258	21,657,541	8,989,487

	Column E			Column F
	Gross Amount at which carried at close of Period (1) (2)
	Land	Building Improvements	Total	Accumulated Depreciation
Land located in N.E. PA including various improvements	2,445,362	5,296,105	7,741,467	6,816,237
Corporate Building		496,092	496,092	344,899
Building Leased to Others Eastern PA Exchanged Asset – Shopping Center, Richmond, VA	1,829,327	7,389,054	9,218,381	287,551
Shopping Center, Baton Rouge, LA	2,208,165	8,861,839	11,070,004	293,746
Laurens, SC	276,000	1,914,470	2,190,470	951,916
Other	0	3,159,345	3,159,345	1,524,634
Total	6,758,854	27,116,905	33,875,759	10,208,983

	Column G	Column C	Column D
	Date of Construction	Date Acquired	Life on which Depreciation in latest income Statement is computed
Land located in NE PA including various improvements	Various	Various	5 to 30 Yrs
Corporate Building		1982	10 to 30 Yrs
Buildings leased to others Exchanged Assets Shopping Centers	N/A	Various	5 to 30 Yrs
Laurens, SC	N/A	Various	5 to 30 Yrs
Other	N/A	Various	5 to 30 Yrs

(1) Activity for the fiscal years ended October 31, 2005, October 31, 2004, and October 31, 2003 is as follows:

	10/31/05	10/31/04	10/31/03
Balance at beginning of year	34,635,084	19,388,043	17,975,418
Additions during year:
Improvements	437,496	21,549,147	1,693,507
(Reclassify)		0	0
	35,072,580	40,937,190	19,668,925
Deductions during year:
Cost of Real Estate sold	1,196,821	6,302,106	280,882
Balance at end of year	33,875,759	34,635,084	19,388,043

(2) The aggregate cost for Federal Income Tax purposes at October 31, 2005 is $19,296,377.

(3) Activity for the fiscal years ended October 31, 2005, October 31, 2004, and October 31, 2003 is as follows:

	10/31/05	10/31/04	10/31/03
Balance at beginning of year	7,276,141	9,011,570	8,640,154
Reductions during year:
(Reclassification)	0	0	0
Current year depreciation	767,383	1,538,312	504,807
Less retirements	(110,110)	(3,273,741)	(133,391)
Balance at end of year	7,933,414	7,276,141	9,011,570

EX-10

Exhibit 10.16

Schedule of Optionees and Material Terms

of Option Agreements dated

as of February 1, 2005

Optionees	Shares	Vesting Schedule	Grant Date	Expiration Date	Exercise Price
Patrick M. Flynn	15,000	1	2/1/2005	2/1/2010	34.00
Eldon D. Dietterick	12,000	1	2/1/2005	2/1/2010	34.00
Richard T. Frey	9,000	1	2/1/2005	2/1/2010	34.00
Mark Daubert	6,000	2	2/1/2005	2/28/2006	34.00
Carl V. Kerstetter	3,000	2	2/1/2005	2/28/2006	34.00
Cynthia A. Barron	6,000	1	2/1/2005	2/1/2010	34.00
Christine A. Liebold	1,000	1	2/1/2005	2/1/2010	34.00

1.

These options vest in three equal annual installments, commencing on February 1, 2006.

2.

These options are currently vested and fully exercisable.

EX-13

Exhibit 13.1

PORTIONS OF 2005 ANNUAL REPORT TO SHAREHOLDERS

SELECTED FINANCIAL DATA

You should read the following selected financial data together with our consolidated financial statements and the related notes appearing elsewhere in this report and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial data included in this report.

Blue Ridge Real Estate Company and Subsidiaries

and Big Boulder Corporation and Subsidiaries

COMBINED SUMMARY OF SELECTED FINANCIAL DATA

	10/31/05	10/31/04	10/31/03	10/31/02	7 Mos. ended 10/31/01
Revenues from continuing operations	$13,061,921	$7,633,223	$7,947,534	$7,082,823	$3,859,025
Net income (loss)	$1,932,000	$6,246,107	$ (879,137)	$  686,758	$ (804,422)
Net income (loss) per combined share	$0.90	$3.26	($0.45)	$0.36	($0.42)
Cash dividends per combined share	0	0	0	0	0
Weighted average number of combined shares outstanding	2,385,024	1,916,130	1,916,130	1,916,431	1,917,858
Total assets	$57,116,743	$45,461,969	$27,960,410	$24,645,828	$22,926,443
Long-term debt and capital lease obligations	$13,149,742	$15,881,808	$10,990,756	$ 8,049,805	$ 7,670,240
Shareholders' equity	$33,663,614	$15,769,866	$ 9,523,759	$10,202,521	$ 9,526,263

FINANCIAL SECTION

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QUARTERLY FINANCIAL INFORMATION (Unaudited)

      The results of operations for each of the quarters in the last two years are presented below.  

	1st	2nd	3rd	4th	Total
Year ended 10/31/05
Operating revenues	$5,132,390	$2,581,105	$2,478,126	$2,870,300	$13,061,921
Operating profit (loss)	$2,619,467	$87,734	$56,160	($62,312)	$2,701,049
Net income (loss) from discontinued   operations	$439,090	$1,619,487	($917,765)	($704,691)	$436,121
Net income (loss) before cumulative   effect of change in accounting principle	$1,751,846	$1,198,280	($784,316)	($233,810)	$1,932,000
Net income (loss)	$1,751,846	$1,198,280	($784,316)	($233,810)	$1,932,000
Net income (loss) before discontinued   operations and cumulative effect per   weighted average combined share	$0.68	($0.22)	$0.06	$0.18	$0.70
Net income (loss) per weighted average   combined share	$0.91	$0.61	($0.48)	($0.14)	$0.90

	1st	2nd	3rd	4th	Total
Year ended 10/31/04
Operating revenues	$1,741,854	$1,136,884	$2,583,210	$2,171,275	$7,633,223
Operating profit (loss)	$383,156	($222,606)	($711,202)	($257,430)	($808,082)
Net income (loss) from discontinued   operations	$864,845	$9,164,987	($936,577)	($1,047,763)	$8,045,492
Net income (loss) before cumulative   effect of change in accounting principle	$955,174	$8,243,787	($794,315)	($652,761)	$7,751,885
Net income (loss)	$127,016	$7,566,167	($794,315)	($652,761)	$6,246,107
Net income (loss) before discontinued   operations and cumulative effect per   weighted average combined share	($0.38)	($0.47)	$0.07	$0.63	($0.15)
Net income (loss) per weighted average   combined share	$0.07	$3.94	($0.41)	($0.34)	$3.26

     The quarterly results of operations for Fiscal 2005 and 2004 reflect the cyclical nature of the Companies' business since land dispositions occur sporadically and do not follow any pattern during the fiscal year.  Reclassifications in operating revenues and income (loss) from continuing operations in the quarters for years ended October 31, 2005 and 2004 reflect ski operations being classified as discontinued operations, as well as the sale of Dreshertown Plaza Shopping Center in Fiscal 2004.

STOCK AND DIVIDEND INFORMATION

Market Price of Common Stock

Our common stock is quoted on the OTC Bulletin Board under the symbol “BLRGZ.”  There has been a limited and sporadic trading market for our common stock.  However, our management does not believe such limited activity constitutes an established public trading market.  As of January 27, 2006, we had 559 holders of record of our common stock.

   The following sets forth the high asked and low bid price quotations as reported on the monthly statistical reports of the National Association of Securities Dealers, Inc. for Fiscal Years 2005 and 2004. No dividends were paid on common stock in either period.

Fiscal Year 2005

HIGH

LOW

ASKED

BID

First Quarter

36.10

27.50

Second Quarter

41.00

34.00

Third Quarter

45.00

37.75

Fourth Quarter

45.00

37.75

Fiscal Year 2004

HIGH

LOW

ASKED

BID

First Quarter

16.750

13.250

Second Quarter

21.000

13.900

Third Quarter

27.250

20.750

Fourth Quarter

29.000

27.000

   The reported quotations represent prices between dealers, do not reflect retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions.

Dividend Policy

We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations and expand our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, and other factors the board of directors deems relevant.

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

Overview

Our principal business is the management and development of our real estate and rental properties.  Also significant to our operations is the development of “drive-to” and “destination” resort communities in and around our two ski areas, Jack Frost Mountain and Big Boulder.

Since the completion of our last large-scale real estate development project in the 1980s, which established our four resort communities, management was primarily focused on the promotion and maintenance of our two ski areas, our summer operations and the resort communities. Over the past four years, due to market trends and historically lower interest rates, management has refocused its attention on the further development of our real estate holdings.

For the fiscal year ended October 31, 2006, or Fiscal 2006, management intends to continue selective sales and purchases of land, some of which sales and purchases may be treated as section 1031 tax deferred exchanges.  We are also taking various steps to attract new land sale customers and home buyers; for example, we are offering financing opportunities for the purchase of land in and around our resort areas and we have begun construction of Phase I of the Laurelwoods Community of single family homes.  Additionally, we are moving forward with plans to develop the lands near both ski resorts with single and multi-family homes.  This is part of a comprehensive plan for our “core land” development in and around our two ski areas.  We will also continue to generate timbering revenues from selective harvesting of timber.

We own 17,245 acres of land in Northeastern Pennsylvania.  Of these land holdings, we have designated 5,124 acres as held for development and are moving forward with municipal approvals.  Based on a market study that we commissioned earlier this year, management believes that our primary focus should be on single and multi-family dwellings in proximity to our ski area.  It is expected that all of our planned developments will result in approximately 3,700 lots or units, some of which will be subdivided and sold as parcels of land, while others will be developed into single and multi-family housing.  We are in the process of seeking municipal approval for a community surrounding a new 18-hole golf course at Jack Frost Mountain that is scheduled to open during the summer of 2006.  This community is expected to include approximately 1,100 homes and will be comprised of approximately 40% single family homes and 60% multi-family units, as well as golf club amenities and the necessary infrastructure. We also expect that certain subdivisions may be sold outright in phases to nationally-recognized land developers in order to facilitate the market for housing and to reduce the inherent risk associated with any land development.

On April 1, 2005, we closed one of our summer recreational centers, Splatter Paintball Games, which resulted in the recognition of an impairment loss in the second quarter of Fiscal 2005.  The decision to close the Splatter Paintball Games was made because the playing fields used for the paintball games were being encroached upon by the construction of the golf course.

Recent Developments

On August 8, 2005, we entered into an agreement with Robert C. Young, Inc. in the amount of $2,427,291 to provide equipment, supplies and personnel for infrastructure improvements for Phase II of the Laurelwoods II residential development that is currently under construction on a parcel of property located at Big Boulder ski area in Lake Harmony, Pennsylvania. Construction of the infrastructure improvements are expected to be completed in the spring.

We previously operated in four business segments, which consisted of: Ski Operations, Real Estate Management/Rental Operations, Summer Recreational Operations and Land Resource Management.  Due to the lease of our two ski areas to JFBB Ski Areas, Inc. in December 2005, our Ski Operations segment has been discontinued.  By leasing the ski facilities to a third party operator, management expects to focus additional resources on real estate

development at our current and proposed resort communities.  Going forward, the revenues and expenses attributed to the leasing of the ski areas will be included in the Real Estate Management/Rental Operations segment.  Therefore, we now currently operate in three business segments, which consist of the Real Estate Management/Rental Operations, Summer Recreational Operations and Land Resource Management segments.

On January 27, 2006, we entered into an agreement with Popple Construction Company, Inc. for infrastructure improvements of a residential housing development at Boulder Lake Village, located in Lake Harmony Pennsylvania.  The anticipated cost for the infrastructure improvements to Boulder Lake Village is approximately $2,250,000.

Critical Accounting Policies and Significant Judgments and Estimates

We have identified the most critical accounting policies upon which our financial status depends.  The critical policies and estimates were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.  The most critical accounting policies identified relate to net deferred tax assets and liabilities, and the valuation of land development costs and long-lived assets.

Revenues are derived from a wide variety of sources, including sales of real estate, management of investment properties, home construction, property management services, timbering and leasing activities.  Revenues are recognized as services are performed.

Timbering revenues from stumpage contracts are recognized at the time a stumpage contract is signed in accordance with Staff Accounting Bulleting No. 104 – Revenue Recognition, (“SAB 104”). At the time a stumpage contract is signed, the risk of ownership is passed to the buyer at a fixed, determinable cost.  Reasonable assurance of collectibility is determined by the date of signing, and at that time, the obligations of the Companies’ are satisfied.  Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.

Management’s estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets, like-kind exchanges of assets, accruals and deferred revenues.  Valuation allowances are established, when necessary to reduce tax assets to the amount expected to be realized.

We capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Selling expenses are charged against income in the period incurred.

Long-lived assets, namely properties, is based on historical cost. Depreciation and amortization is provided principally using the straight-line half-year method over the estimated useful life of the class of property. Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities. Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

Impairment losses are recognized in operating income, as they are determined. We review our long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, we calculate the expected future net cash flows to be generated by the asset. If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income. The impairment loss is the difference between the carrying value and the fair value of the asset.

Deferred revenue consists of dues, rents and deposits on land or home sales. Dues that are not yet earned consist of rents related to our commercial properties that have been paid in advance, and dues related to memberships in the Companies’ hunting and fishing clubs paid in advance. We recognize revenue related to the hunting and fishing clubs over the one-year period that the dues cover.  We recognize revenue related to the fishing club over a 5 month period, May through September.  Deposits are required on land and home sales.

We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Results of Operations

FISCAL 2005 VERSUS FISCAL 2004

Net Income

   For fiscal year ended October 31, 2005, (“Fiscal 2005”), we reported net income of $1,932,000 or $.0.90 per combined share as compared with a net income of $6,246,107, or $3.26 per combined share for fiscal year ended October 31, 2004 (“Fiscal 2004”).

Revenues

   Combined revenue of $13,061,921 represents an increase of $5,428,698, or 71% compared to Fiscal 2004.  Real Estate Management Operations / Rental Operations revenue increased $1,421,147, or 33% when compared to Fiscal 2004. Summer Recreation Management Operations decreased $1,169,735, or 60%.  Land Resource Management revenue increased $5,177,286.

Real Estate Management/Rental Operations

   The Real Estate Management Operations / Rental Operations had revenue of $5,788,904 in Fiscal 2005 as compared to $4,367,757 in Fiscal 2004, which resulted in an increase of $1,421,147 that was primarily attributed to an increase in the rent of investment properties. This increase in revenue was mainly from two newly acquired shopping centers in Fiscal 2004.  The Oxbridge Square shopping center's revenue was $1,379,031 for Fiscal 2005 as compared to $455,313 for Fiscal 2004 for an increase of $923,713 and the Coursey Commons shopping center's revenue was $970,791 for Fiscal 2005 as compared to $329,986 for Fiscal 2004 for an increase of $640,805.  The increase in revenue for the shopping centers is due to Fiscal 2005 being a 12 month period of revenue recognition and Fiscal 2004 was a five month period as the shopping centers were purchased in June 2004.

Summer Recreation Operations

   In Fiscal 2005, Summer Recreation Operations had revenue of $744,288 as compared to $1,944,023 for Fiscal 2004, which represents a decrease of $1,169,735, or 60%.  This decrease is mainly attributed to the closing of the Traxx Motocross Park and the Fernridge Campground in October 2004 and the closing of the Splatter Paintball in March 2005.

Land Resource Management

    In Fiscal 2005, Land Resource Management had revenue of $6,428,729 as compared to $1,321,443 for Fiscal 2004, which resulted in an increase of $5,177,286.  In Fiscal 2005, 2,470 acres of land were sold generating $4,802,976 in revenue with a basis of $135,466 as compared to Fiscal 2004 in which 104 acres of land were sold generating revenue of $994,542 with a basis of $6,514. This results in an increase of $3,808,434 for Fiscal 2005 as compared to Fiscal 2004. Real Estate Development revenue in Fiscal 2005 was $1,014,271 as compared to no revenue recognized for Fiscal 2004. This represents the sale of three single family homes in the Laurelwoods residential community.  To date approximately 5% of our 17,269 acres have been marked for timbering.  A forester has been hired to generate a long-term plan of managed timbering which pays specific attention to protecting the environment and retaining the valu e of the land.  In

Fiscal 2005 timber sales were $681,482 as compared to Fiscal 2004 which generated $326,900 of revenue, an increase of $354,582 or 108%.

Operating Costs

Real Estate Management/Rental Operations

   Operating costs associated with Real Estate Management Operations / Rental Operations for Fiscal 2005 were $4,608,014 as compared to $3,735,890 for Fiscal 2004, which represents an increase of $872,124, or 23%.The increase was mainly attributable to the expenses associated with the two new shopping centers acquired in June 2004. The Oxbridge Square Shopping Center had expenses of $764,518 for Fiscal 2005 as compared to $329,865 for Fiscal 2004 for an increase of $434,653, and the Coursey Commons Shopping Center had expenses of $850,315 for Fiscal 2005 as compared to $300,775 for Fiscal 2004 for an increase of $549,540. The increase in operating costs for the two shopping centers is due to Fiscal 2005 being a 12 month period where as Fiscal 2004 was a five month period as the shopping centers were purchased in June 2004.

Summer Recreation Operations

   Operating costs associated with Summer Recreation Operations for Fiscal 2005 were $683,458 as compared with $1,660,939 for Fiscal 2004, which represents a decrease of $977,481, or 59%. This decrease was due to the closing of the Traxx Motocross Park and the Fernridge Campground in October 2004 and the closing of Splatter Paintball in March 2005.

Land Resource Management

   Operating costs associated with Land Resource Management for Fiscal 2005 were $3,366,788 as compared with $1,125,127 for Fiscal 2004, which represents an increase of $2,241,661. This increase is primarily attributable to an increase in construction and related costs of $1,683,137 in Fiscal 2005 as compared to no costs recognized in Fiscal 2004. The majority of these costs were for cost of goods sold of $762,706, or 45%, salaries and wages of $374,599, or 22% and consulting fees of $203,039, or 12% related to the sale of 3 single family homes in the Laurelwoods development. The cost of land and buildings sold increased $835,231 relating to the sale of six investment properties in the land sales division.

Asset Impairment Loss

   The asset impairment loss in Fiscal 2005 of $149,798 is the result of the closing of Splatter Paintball. The Splatter Paintball facility was closed due to the playing fields encroaching on the site of the new 18 hole championship golf course.

General and Administration

   General and Administration costs for Fiscal 2005 were $1,552,814, as compared with $898,315 for Fiscal 2004, which represents an increase of $654,499, or 73%. This increase is attributable to $83,313 in Pennsylvania and Louisiana Capital Stock Tax expensed in Fiscal 2005, increased consulting fees of $193,000 and increased  legal and audit fees of  $81,600 resulting from the implementation of the Sarbanes Oxley internal control compliance act.  $168,000 in donations were made in Fiscal 2005 to various local municipalities.

Other Income (Expense)

   Interest and Other Income was $139,738 in Fiscal 2005, as compared to $1,076,964 in Fiscal 2004, a decrease of $936,956, or 87%. This decrease is primarily attributable to the sale of our four communication towers in Fiscal 2004.

   Interest expense for Fiscal 2005 was $893,908, as compared to $458,489 for Fiscal 2004, which represents an increase of $435,419, or 95%. This increase is attributable to the additional interest incurred on the mortgages resulting from the purchase of the Oxbridge Square and Coursey Commons shopping centers in June of Fiscal 2004.  The Oxbridge Square shopping centers interest expense in Fiscal 2005 was $293,429, as compared to $123,469 in Fiscal 2004, for an increase of $168,960, or 137%. The Coursey Commons shopping centers interest expense in Fiscal 2005 was $433,476, as compared to $159,199 in Fiscal 2004, for an increase of $274,277 or 172%.

Discontinued Operations

   Due to management’s decision to enter into a lease agreement subsequent to Fiscal 2005 year end, in which the Companies have leased the two ski areas to a third party operator, the results of operations of the ski operations segment for Fiscal 2005, 2004 and 2003 are reported as discontinued operations.  Future cash flows and operating results of the Ski Operations segment will no longer be reported.  Cash flows resulting from the lease commitment are expected to be reported in the Real Estate Management / Rental Operations segment.

   The net income from discontinued operations for ski operations in Fiscal 2005 was $436,121 versus a net loss of ($221,591) in Fiscal 2004.  This was due to a strong President’s Day weekend and favorable weather conditions through the end of the ski season, which rendered 11 additional days of the ski season in Fiscal 2005.

   Also included in discontinued operations in Fiscal 2004 are the results of real estate rental operations stemming from the sale of the Dreshertown Plaza Shopping Center which reported income from operations of $418,216 and a gain on the sale net of tax amounting to $7,848,867.  No activity was incurred for Dreshertown Plaza Shopping Center in Fiscal 2005.

Tax Rate

   The effective Tax Rate for Fiscal 2005 was 24% and Fiscal 2004 was 34%.  The decrease in the effective tax rate was due to management’s decision to sell outright six investment properties that were previously purchased in tax deferred 1031 exchanges and recorded for tax purposes at a lower basis.  Therefore, upon their sale, a significant taxable gain was recognized as currently taxable.  This resulted in a significant unexpected utilization of state net operating loss carryforwards.  Valuation allowances were provided for these state carryforwards at October 31, 2004.  The reduction of this valuation allowance reduced the income tax expense and effective tax rate.

Results of Operations

FISCAL 2004 VERSUS FISCAL 2003

Net income

   For fiscal year ended October 31, 2004, (“Fiscal 2004”), we reported net income of $6,246,107 or $3.26 per combined share  as compared with a net loss of $(879,317) or $(.45) per combined share for fiscal year ended October 31, 2003 (“Fiscal 2003”).

Revenues

   Combined revenue of $7,633,223 represents a decrease of $314,311 or 4% when compared to Fiscal 2003.  Real Estate Management Operations / Rental Operations revenue increased $917,854 or 27% when compared to Fiscal 2003.  Summer Recreation Management Operations increased $67,299 or 3%.  Land Resource Management decreased $1,299,464.

Real Estate Management/Rental Operations

   The Real Estate Management Operations / Rental Operations had revenue of $4,367,757 in Fiscal 2004 as compared to $3,449,903 in Fiscal 2003, which resulted in an increase of $917,854 that was primarily attributed to an increase in the rent of investment properties. This increase in revenue was mainly from two newly acquired shopping centers in Fiscal 2004 and an increase in commission revenue earned on the resale of homes in our resort communities.  The Oxbridge Square shopping center's revenue was $455,313 and the Coursey Commons shopping center's revenue was $329,986 for Fiscal 2004. Resale of our resort community homes resulted in revenue of $465,301 for Fiscal 2004 as compared to $408,136 for Fiscal 2003, which represents an increase of $57,165 or 14%.

Summer Recreation Operations

   In Fiscal 2004, Summer Recreation Operations had revenue of $1,944,023 as compared to $1,876,724 for Fiscal 2003, which represents an increase of $67,299 or 3%.  This increase is mainly attributed to the Irish festival which generated revenue of $120,932 in Fiscal 2004 as compared to $77,247 in Fiscal 2003.  The Lake Club had revenue of $218,895 in Fiscal 2004 as compared to $200,036 in Fiscal 2003, an increase of $18,859 or 9%.  This increase was due to additional club memberships issued.

Land Resource Management

    In Fiscal 2004, Land Resource Management had revenue of $1,321,443 as compared to $2,620,907 for Fiscal 2003, which resulted in a decrease of $1,299,464. In Fiscal 2004, 104 acres of land were sold generating $994,542 in revenue with a basis of $6,514 as compared to Fiscal 2003 in which 134 acres of land were sold generating revenue of $1,398,498 with a basis of $9,831. This results in a decrease of $403,956 or 29% for Fiscal 2004 as compared to Fiscal 2003. To date approximately 5% of our 19,739 acres have been marked for timbering.  A forester has been hired to generate a long-term plan of managed timbering which pays specific attention to protecting the environment and retaining the value of the land.  In Fiscal 2004 timber sales were $326,900 as compared to Fiscal 2003 which generated $1,222,420 of revenue, a decrease of $895,520 or 73%.

Operating Costs

Real Estate Management/Rental Operations

   Operating costs associated with Real Estate Management Operations / Rental Operations for Fiscal 2004 were $3,735,890 as compared to $3,081,817 for Fiscal 2003, which represents an increase of $654,073.The increase was mainly attributable to the expenses associated with the two new shopping centers acquired in Fiscal 2004. The Oxbridge Square Shopping Center had expenses of $299,202 and the Coursey Commons Shopping Center had expenses of $207,653 for Fiscal 2004.

Summer Recreation Operations

   Operating costs associated with Summer Recreation Operations for Fiscal 2004 were $1,660,939 as compared with $1,738,786 for Fiscal 2003, which represents a decrease of $77,847 or 4%. This decrease was primarily due to a reduction in Splatter paintball supplies and services of $62,953 or 80%.

Land Resource Management

   Operating costs associated with Land Resource Management for Fiscal 2004 were $1,125,127 as compared with $585,137 for Fiscal 2003 which represents an increase of $539,990 or 92%. This increase is primarily attributable to an increase in consulting fees of $255,748 or 47% and an increase in the cost of land and buildings sold of $248,436 or 46% relating to the 1031 tax deferred exchanges in the land sales division.

Asset Impairment Loss

   The asset impairment loss in Fiscal 2004 of $1,021,034 is the result of closing the Fern Ridge campground and the Traxx Motocross Park. The campground was closed because we were unable to obtain sewage permits. The impairment loss resulting from the closing of the Fern Ridge campground is $452,325. The motocross park was closed because its location is the site for future resort community development at Jack Frost Mountain. The impairment loss resulting from the closing of the Traxx Motocross Park was $568,709.

General Administration

   General and Administration costs for Fiscal 2004 were $898,315 as compared with $1,055,746 for Fiscal 2003 which represents a decrease of $157,431 or 15%. This decrease is attributable to $200,900 of compensation recognized under an employee stock plan that was expensed in Fiscal 2003. There was no such compensation expense in Fiscal 2004

Other Income (Expense)

   Interest and Other Income was $1,076,964 in Fiscal 2004 as compared to $22,475 in Fiscal 2003, an increase of $1,054,489. This increase is primarily attributable to the sale of our four communication towers in Fiscal 2004.

   Interest expense for Fiscal 2004 was $458,489 as compared to $147,304 for Fiscal 2003, which represents an increase of $311,185. This increase is attributable to the mortgages acquired for the residential investment properties ($29,452), and the additional interest incurred on the new mortgages resulting from the purchase of the Oxbridge Square ($124,469) and Coursey Commons ($159,199) shopping centers in Fiscal 2004.

Discontinued Operations

   Due to management’s decision to enter into a lease agreement subsequent to Fiscal 2005 year end, in which the Companies have leased the two ski areas to a third party operator, the results of operations of the ski operations segment for Fiscal 2004 and 2003 are reported as discontinued operations.

   The net loss from discontinued operations for ski operations in Fiscal 2004 was ($221,591) versus a net loss of ($337,893) in Fiscal 2003.  

   Also included in discontinued operations in Fiscal 2004 and 2003 are the results of real estate rental operations of the Dreshertown Plaza Shopping Center.  In Fiscal 2004 the operating income related to Dreshertown was $418,216 versus a loss from operations of ($1,445,463) in Fiscal 2003.  This was mainly due to the buyout of the Dreshertown Plaza Shopping Center’s management company agreement of approximately $1,972,000.  The Dreshertown Plaza Shopping Center was sold in Fiscal 2004 with a gain on the sale, net of tax, amounting to $7,848,867 and was also included in discontinued operations in Fiscal 2004.

   The effective Tax Rate for Fiscal 2004 was 34% and Fiscal 2003 was 40%.

Liquidity and Capital Resources:

   The Combined Statement of Cash Flows reflects net cash used in operating activities of $7,051,431 for Fiscal 2005, net cash used by operating activities of $826,949 for the Fiscal 2004 versus net cash provided by operating activities of $245,764 for Fiscal 2003.  The increase in net cash used in operating activities for Fiscal 2005 was primarily the result of increased investment in land development costs.  We anticipate realizing profits on the real estate development over the next several years.

   Material non-recurring cash items during the past three years include in Fiscal 2005 the issuance of common stock netting proceeds of $15,100,000, the sale of the communication towers for $1,469,000 in Fiscal 2004, the buyout of the management company for the Dreshertown Plaza shopping center of $1,972,000 in Fiscal 2003 and the exchange of the Dreshertown Plaza shopping center for the Oxbridge Square and the Coursey Commons shopping centers in Fiscal 2004.

   Management does not expect the absence of cash flows from discontinued operations to materially affect the Company, as previously cash flows from ski operations were reinvested in capital improvements to the ski areas.

   We currently anticipate that the funds needed for future operations and to implement our land development strategy will be satisfied through operating cash, borrowed funds, public offerings or private placements of debt or equity and reinvested profits from completed and sold units or lots. We expect that with respect to land development, future construction will be conducted in phases, with the profits from each phase used to fund additional future construction. Construction is being implemented in phases as to reduce any market risk associated with changing economic conditions.

   For the Fiscal year ended October 31, 2005, our major capital expenditures were for infrastructure costs associated with the 23 single unit Laurelwoods Longview Drive residential community at Big Boulder ski area,  the construction of the Jack Frost National Golf Course and the subdivision and permitting cost relating to the Boulder Lake Village 144 unit condominium community.

   During the fiscal year ended October 31, 2005, we borrowed against our $6.85 million and $1.0 million lines of credit for a period of twelve months in varying amounts with a maximum of $1,708,912.  During Fiscal 2004, we borrowed against our $3.1 million line of credit for a period of eleven months in varying amounts with a maximum of $2,933,180.  During Fiscal 2003, we borrowed against our $3.1 million line of credit for a period of ten months in varying amounts with a maximum of $1,800,000. The rates of interest are one percentage point less than the Prime Rate on the $6.85 million line, and one half of one percentage point (0.50%) less than the Prime Rate on the $1.0 million line.

Contractual Obligations:	Total	Less than 1 year	1-3 years	4-5 years	More than 5 years
Lines of Credit	0	0	0	0	0
Long-Term Debt	13,149,742	348,962	1,212,570	468,056	11,120,154
Purchase Obligations	5,961,747	5,961,747	0	0	0
Pension Contribution Obligations	174,007	174,007
Other Long-Term Obligations	0	0	0	0	0
Total Contractual Cash Obligations	$19,285,496	$6,484,716	$1,212,570	$468,056	$11,120,154

   Purchase obligations consist of material contracts totaling approximately $10,827,000 with four separate contractors relating to real estate development.  Payments made through October 31, 2005 total approximately $4,865,000.

Quantitative and Qualitative Disclosures About Market Risk

     Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At October 31, 2005, we had no outstanding variable rate indebtedness; all outstanding debt is at fixed interest rates.

     Exposure to market risk may also exist in our mortgages receivable issued in connection with land sales.  Mortgages receivable are considered fully collectible by management and accordingly, no allowance for loan losses is considered necessary.

New Accounting Pronouncements:

   In January 2003, the Financial Accounting Standards Board (“FASB”) issued FIN No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46"), which addresses whether certain types of entities, referred to as variable interest entities ("VIE’s"), should be consolidated in a company's financial statements. A VIE is an entity that either: (1) has equity investors that lack certain essential characteristics of a controlling financial interest, including the ability to control the entity, the obligation to absorb the entity's expected losses and the right to receive the entity's expected residual returns, or (2) lacks sufficient equity to finance its own activities without financial support provided by the other entities, which in turn would be expected to absorb at least some of the expected losses of the VIE. An entity should consolidate a VIE if it stands to absorb a majority of the VIE's expected losses or to receive a majority of the VIE's expected residual returns. FIN No. 46 is effective now for new VIE's formed after December 31, 2003. Application of FIN No. 46 for VIE's created prior to January 1, 2004 is required for the first annual period beginning after December 15, 2004. We do not expect the adoption of FIN No. 46 to have a significant impact on our financial position or results of operations.

   In December 2004, FASB issued Statement No. 123 revised (“SFAS No. 123R”), Share-Based Payment. SFAS No. 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No.123R replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. We are required to apply SFAS No. 123R as of the first interim or annual reporting period that begins after June 15, 2005 which is the quarter ended January 31, 2006. We expect to recognize compensation expense related to non-vested awards totaling approximately $570,000 over the next 1.6 years using the modified prospective approach.

In December 2004, FASB issued Statement No. 152 (“SFAS No. 152”), Accounting for Real Estate Time-Sharing Transactions. SFAS No. 152 clarifies the accounting for sales and other transactions involving real estate time-sharing transactions and is effective for financial statements for fiscal years beginning after June 15, 2005. We do not expect the adoption of SFAS No. 152 to have a significant impact on our financial position or results of operations.

Also in December 2004, FASB issued Statement No. 153 (“SFAS No. 153”), Exchanges of Nonmonetary Assets. SFAS No. 153 eliminates a previous exception from fair value reporting for nonmonetary exchanges of similar productive assets and introduces an exception from fair value reporting for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary change is considered to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS No. 153 is applicable to nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. We do not expect the adoption of SFAS No. 153 to have a significant impact on our financial position or results of operations.

In May 2005, FASB issued Statement No. 154 (“SFAS No. 154”), Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3, which provides guidance on the accounting for and reporting of accounting changes and error corrections.  SFAS No. 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005.  The Companies do not expect the adoption of SFAS No. 154 to have a significant impact on its financial position or results of operations.

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS

October 31, 2005 and 2004

ASSETS	10/31/05	10/31/04
Current Assets:
Cash and cash equivalents	$1,833,704	$89,739
Accounts receivable and mortgages receivable	545,751	506,993
Accounts receivable  - ski tenant	86,982	0
Inventories	0	246,394
Prepaid expenses and other current assets	722,878	833,658
Deferred tax asset	123,000	85,000
Total current assets	3,312,315	1,761,784
Cash held in escrow	0	134,907
Mortgages receivable noncurrent	52,452	299,986
Land and land development costs (5,124 acres per land ledger)	17,050,335	4,527,937
Properties:
Land held for investment, principally unimproved (12,145 and              14,615, respectively, acres per land ledger)	6,511,879	6,366,791
Land improvements, buildings and equipment - ski	0	39,435,449
Land improvements, buildings and equipment - commercial	26,628,711	30,173,580
Land improvements, buildings and equipment	3,119,017	1,754,707
	36,259,607	77,730,527
Less accumulated depreciation and amortization	8,764,889	38,993,172
	27,494,718	38,737,355
Assets held to be used	9,206,923	0
	$57,116,743	$45,461,969
LIABILITIES AND SHAREHOLDERS' EQUITY	10/31/05	10/31/04
Current Liabilities:
Notes payable - line of credit	$0	$1,493,000
Notes payable - demand note	0	2,500,000
Current installments of long-term debt	348,962	766,060
Current installments of capital lease obligations	0	244,686
Accounts payable	1,875,513	1,708,615
Accrued claims	43,170	99,282
Deferred revenue	239,206	747,638
Accrued pension expense	467,109	606,406
Amounts due to related parties	120,836	114,168
Accrued liabilities	931,929	585,791
Total current liabilities	4,026,725	8,865,646
Long-term debt, less current installments	12,800,780	14,277,503
Long-term capital lease obligations, less current installments	0	593,559
Deferred income non-current	515,631	515,631
Other non-current liabilities	493	5,764
Additional minimum pension liability	91,500	0
Deferred income taxes	6,018,000	5,434,000
Commitments and contingencies
Combined shareholders' equity:
Capital stock, without par value, stated value $.30 per     combined share, Blue Ridge and Big Boulder each     authorized 3,000,000 shares, each issued 2,667,042 in 2005     and 2,198,148 in 2004 shares	800,111	659,444
Capital in excess of stated value	17,337,329	1,461,748
Compensation recognized under employee stock plans	200,900	200,900
Accumulated other comprehensive loss	(54,500)	0
Earnings retained in the business	17,465,181	15,533,181
	35,749,021	17,855,273
Less cost of 282,018 shares of capital stock in treasury	2,085,407	2,085,407
	33,663,614	15,769,866
	$57,116,743	$45,461,969

The accompanying notes are an integral part of the combined financial statements.

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

for the years ended October 31, 2005, 2004 and 2003

	10/31/05	10/31/04	10/31/03
Revenues:
Real estate management	$3,099,585	$3,236,598	$3,129,394
Summer recreation operations	774,288	1,944,023	1,876,724
Land resource management	6,498,729	1,321,443	2,620,907
Rental income	2,689,319	1,131,159	320,509
	13,061,921	7,633,223	7,947,534
Costs and expenses:
Real estate management	3,330,173	2,986,785	2,750,152
Summer recreation operations	683,458	1,660,939	1,738,786
Land resource management	3,366,788	1,125,127	585,137
Rental income	1,277,841	749,105	331,665
General and administration	1,552,814	898,315	1,055,746
Asset impairment loss	149,798	1,021,034	0
	10,360,872	8,441,305	6,461,486
Operating profit (loss)	2,701,049	(808,082)	1,486,048
Other income (expense):
Interest and other income	139,738	1,076,964	22,475
Interest expense (net of capitalized interest of            $102,929 in 2005)	(893,908)	(458,489)	(147,304)
	(754,170)	618,475	(124,829)
Income (loss) from continuing operations before income taxes	1,946,879	(189,607)	1,361,219
Provision (credit) for income taxes:
Current	8,000	(71,000)	(14,000)
Deferred	443,000	175,000	856,000
	451,000	104,000	842,000
Net income (loss) before discontinued operations and cumulative effect	1,495,879	(293,607)	519,219
Discontinued operations (including $12,026,867 gain on disposal in 2004)	576,121	12,109,492	(1,957,356)
Provision (credit) for income taxes on discontinued operations:
Current	0	89,000	0
Deferred	140,000	3,975,000	(559,000)
	140,000	4,064,000	(559,000)
Net income (loss) from discontinued operations	436,121	8,045,492	(1,398,356)
Net income (loss) before cumulative effect of change in accounting principle	1,932,000	7,751,885	(879,137)
Cumulative effect of change in accounting principle (net of tax effect of $1,004,000)	0	(1,505,778)	0
Net income (loss)	$1,932,000	$6,246,107	$(879,137)

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

for the years ended October 31, 2005, 2004 and 2003

	10/31/05	10/31/04	10/31/03
Basic earnings (loss) per weighted average combined          share:
Net income (loss) before discontinued operations and        cumulative effect	$0.70	($0.15)	$0.27
Income (loss) from discontinued operations, net of tax	0.20	4.20	(0.72)
Cumulative effect of change in accounting principle, net of tax	0.00	(0.79)	0.00
Net income (loss)	$0.90	$3.26	($0.45)
Diluted earnings (loss) per weighted average combined
share:
Net income (loss) before discontinued operations and
cumulative effect	$0.67	($0.15)	$0.27
Income (loss) from discontinued operations, net of tax	0.20	4.11	(0.72)
Cumulative effect of change in accounting principle, net of tax	0.00	(0.77)	0.00
Net income (loss)	$0.87	$3.19	($0.45)
Pro forma amounts assuming the change in accounting
principle applied retroactively:
Pro forma net income (loss)	$0	$7,751,885	($1,019,533)
Pro forma basic earnings (loss) per weighted average
combined share	$0.00	$4.05	($0.53)
Pro forma diluted earnings (loss) per weighted average      combined share	$0.00	$3.96	($0.53)

The accompanying notes are an integral part of the combined financial statements.

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY

for the years ended October 31, 2005, 2004 and 2003

	Capital Stock (a)
	Shares	Amount	Capital in Excess of Stated Par		Compensation Under Employee Stock Plans	Earnings Retained in the Business	Accumulated Other Comprehensive Loss	Capital Stock in Treasury(c)	Total
Balances, October 31, 2002	2,198,148	$659,444	$1,461,748		$             -	$10,166,211		$(2,084,882)	$10,202,521
Net loss						(879,137)			(879,137)
Purchase of capital stock in
in treasury (50 shares)								(525)	(525)
Compensation recognized    under employee stock plans					200,900				200,900
Balances, October 31, 2003	2,198,148	659,444	1,461,748		200,900	9,287,074		(2,085,407)	9,523,759
Net income						6,246,107			6,246,107
Balances, October 31, 2004	2,198,148	659,444	1,461,748		200,900	15,533,181		(2,085,407)	15,769,866
Comprehensive income:
Net income						1,932,000			1,932,000
Other comprehensive loss ,
Additional minimum   pension liability   adjustment,  net of deferred tax  benefit of $37,000							$(54,500)		(54,500)
									1,877,500
Issuance of common stock	407,894	122,367	15,014,180	(b)					15,136,547
Exercise of stock options	61,000	18,300	861,401						879,701
Balances, October 31, 2005	2,667,042	$800,111	$17,337,329		$200,900	$17,465,181	$(54,500)	$(2,085,407)	$33,663,614

(a) Capital stock, at stated value of $.30 per combined share

(b) net of issuance costs of $363,424

(c) 282,018, 282,018 and 281,968 shares held in treasury, at cost at October 31, 2005, 2004 and 2003

The accompanying notes are an integral part of the combined financial statements.

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

for the years ended October 31, 2005, 2004 and 2003

	10/31/05	10/31/04	10/31/03
Cash Flows (Used In) Provided By Operating Activities:
Net income (loss)	$1,932,000	$6,246,107	($879,137)
Adjustments to reconcile net income (loss) to net                  cash provided by (used in) operating activities:
Depreciation	2,524,376	3,293,793	2,050,863
Asset impairment loss	149,798	1,021,034	0
Deferred income taxes	583,000	3,146,000	297,000
(Gain) loss on sale of assets	(7,767)	(13,097,691)	24,384
Compensation cost under employee stock plans	0	0	200,900
Changes in operating assets and liabilities:
Accounts receivable and mortgages receivable	121,794	251,667	(670,354)
Prepaid expenses and other current assets	357,174	38,313	47,305
Deferred operating costs	0	1,554,505	(73,730)
Land and land development costs	(12,522,398)	(3,609,077)	(918,860)
Amounts due to related parties	6,668	(67,511)	117,372
Accounts payable and accrued expenses	312,356	385,806	10,730
Deferred revenue	(508,432)	10,105	39,291
Net cash (used in) provided by operating activities	(7,051,431)	(826,949)	245,764
Cash Flows Used In Investing Activities:
Proceeds from disposition of assets	1,275,143	15,894,314	17,504
Additions to properties	(1,905,836)	(18,689,878)	(2,661,513)
Cash held in escrow	134,907	174,401	(201,399)
Net cash used in investing activities	(495,786)	(2,621,163)	(2,845,408)
Cash Flows Provided By Financing Activities:
Borrowings on line of credit	9,851,047	9,723,180	5,592,000
Payments on line of credit	(11,344,047)	(9,418,180)	(5,004,000)
(Repayments) proceeds from demand note payable	(2,500,000)	2,500,000	0
Proceeds from long-term debt	1,763,244	15,734,076	3,218,400
Payment of long-term debt and capital lease obligations	(4,495,310)	(15,179,540)	(1,289,227)
Purchase of treasury stock	0	0	(525)
Proceeds from issuance of common stock	16,016,248	0	0
Net cash provided by financing activities	9,291,182	3,359,536	2,516,648
Net increase (decrease) in cash and cash equivalents	1,743,965	(88,576)	(82,996)
Cash and cash equivalents, beginning of year	89,739	178,315	261,311
Cash and cash equivalents, end of year	$1,833,704	$89,739	$178,315
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$1,068,945	$670,747	$421,105
Income taxes	$89,250	$19,435	$9,947
Supplemental disclosure of non cash investing and financing activities:
Additions to property acquired through capital    lease obligations	$0	$283,398	$1,011,778
Seller financed property additions	$0	$4,053,118

The accompanying notes are an integral part of the combined financial statements

NOTES TO COMBINED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Combination:

   The combined financial statements include the accounts of Blue Ridge Real Estate Company (Blue Ridge) and its wholly-owned subsidiaries, Northeast Land Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc., BRRE Holdings, Inc., Oxbridge Square Shopping Center, LLC, Coursey Commons Shopping Center, LLC, Coursey Creek, LLC and Cobble Creek, LLC; and Big Boulder Corporation (Big Boulder) and its wholly-owned subsidiaries, Lake Mountain Company and BBC Holdings, Inc. Under a Security Combination Agreement between Blue Ridge and Big Boulder and under the by-laws of both Companies, shares of the Companies are combined in unit certificates, each certificate representing concurrent ownership of the same number of shares of each company; shares of each company may be transferred only together with an equal number of shares of th e other company. All significant intercompany accounts and transactions are eliminated.

Revenue Recognition:

   Revenues are derived from a wide variety of sources, including sales of real estate, management of investment properties, home construction, property management services, timbering and leasing activities. Revenues are recognized as services are performed or products are delivered. Timbering revenues from stumpage contracts are recognized in accordance with Staff Accounting Bulletin No. 104 - Revenue Recognition, ("SAB 104").  At the time a stumpage contract is signed, the risk of ownership has been passed to the buyer at a fixed, determinable cost.  Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies have already been met.  Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.

Disposition of Land and Resort Homes:

   The Companies recognize income on the disposition of real estate in accordance with the provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate" (SFAS 66). Down payments of less than 20% are accounted for as deposits as required by SFAS No. 66.

   The costs of developing land for resale as resort homes and the costs of constructing certain related amenities are allocated to the specific parcels to which the costs relate. Such costs, as well as the costs of construction of the resort homes, are charged to operations as sales occur. Land held for resale and resort homes under construction are stated at lower of cost or market.

Accounts and Mortgages Receivable:

Accounts receivable are reported at net realizable value.  Accounts are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts.  The allowance for doubtful accounts, which the Companies believe is insignificant, is estimated based on the Companies’ historical losses and the financial stability of its customers.

The Companies account for mortgages receivable on a cost basis.  Interest income is recorded on a monthly basis.  Late payment fees are charged on overdue payments of principal and interest.  Mortgages receivable are evaluated at origination and monitored on an ongoing basis for credit worthiness.  Mortgages receivable are considered fully collectible by management and accordingly no allowance for loan losses is considered necessary.  Any mortgage 90 days past due is reviewed by management for write off.

Land and Land Development Costs:

  The Companies capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Selling expenses are charged against income in the period incurred.

Properties and Depreciation:

   Properties are stated at cost. Depreciation, including amortization of equipment under capital lease is provided principally using the straight-line method over the following years:

Land improvements

 10-30

Buildings

   3-30

Equipment and furnishings

   3-20

Ski facilities:

               Land improvements

 10-30

               Buildings

   5-30

               Machinery and equipment

   5-20

   Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

   Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities.

   Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

   Impairment losses are recognized in operating income as they are determined.  The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  In that event, the Companies calculate the expected future net cash flows to be generated by the asset.  If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income.  The impairment loss is the difference between the carrying value and the fair value of the asset.  One impairment loss was recorded in Fiscal 2005 and two in Fiscal 2004.

Deferred Operating Costs:

   Prior to fiscal 2004, management deferred operating costs related to ski operations in order to match those costs to revenues generated during the ski operating period which is principally the months of December through March.  Management has changed that principle and now recognizes ski costs as they occur.  The principle change and its effect on the financial statements are detailed in Note 2 “Change in Accounting Principle.”

Deferred Revenue:

     Deferred revenue consists of dues, rents and deposits on land or home sales. Rents that are not yet earned relate to our commercial properties that have been paid in advance, and dues are related to memberships in our hunting and fishing clubs paid in advance. The Companies recognize revenue related to the hunting and fishing clubs over the one-year period that the dues cover.  Deposits are required on land and home sales.

Income Taxes:

   The Companies account for income taxes utilizing the asset and liability method of recognizing the tax consequence of transactions that have been recognized for financial reporting or income tax purposes.  Among other things, this method requires current recognition of the effect of changes in statutory tax rates on previously provided deferred taxes.  Valuation allowances are established, when necessary, to reduce tax assets to the amount expected to be realized. Blue Ridge, including its subsidiaries, and Big Boulder, including its subsidiaries, report as separate entities for federal income tax purposes. State income taxes are

reported on a separate company basis.

Deferred Income:

   Amounts received under a contract with the Pennsylvania Department of Transportation for reimbursement of the cost of a constructed asset are deferred.  The amounts will be recognized as income over the period in which depreciation on those assets is charged.  This asset has not yet been placed in service.

Advertising Costs:

   Advertising costs directly related to ski operations were previously capitalized and included with deferred operating costs.  As of the April 1, 2004 change in accounting principle, advertising costs are now expensed when incurred (Note 2).  Advertising expense for Fiscal 2005, 2004, and 2003 was $1,133,715, $1,509,994 and $1,385,482, respectively.

Use of Estimates and Assumptions:

  The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  For example, unexpected changes in market conditions or a downturn in the economy could adversely affect actual results.  Estimates are used in accounting for, among other things, land development costs, accounts and mortgages receivables, legal liability, insurance liability, depreciation, employee benefits, taxes, and contingencies.  Estimates and assumptions are reviewed periodically and the effects of revisions are reflec ted in the combined financial statements in the period they are determined to be necessary.

     Management believes that its accounting policies regarding revenue recognition, land development, costs, long lived assets, deferred revenues and income taxes among others, affect its more significant judgments and estimates used in the preparation of its Combined Financial Statements.  For a description of these critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Statement of Cash Flows:

   For purposes of reporting cash flows, the Companies consider cash equivalents to be all highly liquid investments with maturities of three months or less when acquired.

Concentration of Credit Risk:

   Financial instruments which potentially subject the Companies to concentration of credit risk consist principally of temporary cash investments. The Companies’ temporary cash investments are held by financial institutions. The Companies have not experienced any losses related to these investments.

Earnings (Loss) Per Share:

   Basic earnings (loss) per share is calculated based on the weighted-average number of shares outstanding.  Diluted earnings (loss) per share includes the dilutive effect of stock options.

Business Segments:

   The Companies currently operate in three business segments, which consist of Real Estate Management/Rental Operations, Summer Recreational Operations and Land Resource Management segments.  The Companies previously operated in four business segments, the fourth being Ski Operation.  However, on December 1, 2005, the Companies entered into a 28 year lease for the Jack Frost Mountain Ski Area and Big Boulder Ski Area with JFBB Ski Areas Inc., an affiliate of Peak Resorts, both unaffiliated parties.  Pursuant to the lease, JFBB Ski Areas will operate the ski areas and will make monthly lease payments to us during the ski season.  This resulted in the termination of the Ski Operations business segment, reducing the number of business segments from four to three. As a result of entering into the lease agreement, the Companies have discontinued future operations and cash flows from the ski operations segment and have repo rted the activity recognized for the years ending October 31, 2005, 2004 and 2003 as discontinued operations. Future revenue and expenses from the leased ski areas will be included in the Real Estate Management / Rental Operations business segment.  The Companies business segments were determined from the Companies internal organization and management reporting, which are based primarily on differences in services.  Financial information about our segments can be found in Note 14.

Stock Compensation:

   The Companies apply APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options as permitted by SFAS No. 123, "Accounting for Stock Based Compensation", and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Under APB No. 25, because the exercise price of the employee stock options equals the estimated fair market value of the Companies' underlying stock on the date of the grant, no compensation expense is recognized. However, during Fiscal 2003, the original term of 35,000 options granted at an original exercise price of $6.75 were extended to July 1, 2008. In accordance with FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation” ("FIN 44"), the extension of the life of the award requires a new measurement of compensation as if the award was newly grant ed. Because the exercise price was less than the current fair market value at the new date of grant, compensation cost of $122,900, net of tax has been recognized in the combined statement of operations.

Had compensation cost for the Companies’ employee stock option plan been determined consistent with SFAS No. 123 and SFAS No. 148, the Companies’ net income and earnings per share would have been reduced to the pro forma amounts indicated below:

	10/31/05	10/31/04	10/31/03
Net income (loss), as reported	$1,932,000	$ 6,246,107	$   (879,137)
Add: Stock-based employee
compensation expense included in
reported net (loss) income, net of
related tax effects	--	--	122,900
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of tax effects	(113,256)	(372,557)	(346,368)
Pro forma net income (loss)	$1,818,744	$   5,873,550	$ (1,102,605)
Basic earnings (loss) per share:
As reported	$0.90	$    3.26	$   (0.45)
Pro forma	$0.84	$    3.09	$   (0.57)
Diluted earnings (loss) per share:
As reported	$0.87	$  3.19	$  (0.45)
Pro forma	$0.82	$  3.00	$  (0.57)

   Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models.  These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Companies' calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2005, 2004, and 2003, respectively: 4.7, 3.8, and 4.4 years expected life; stock volatility of 6.0%, 22.3%, and 5.9%; a risk-free interest rate of 4.5%, 3.6%, and 3.0%; and no dividends during the expected term.

Reclassification:

   Certain amounts in the 2004 and 2003 combined financial statements have been reclassified to conform to the 2005 presentation.

New Accounting Pronouncements:

   In January 2003, the Financial Accounting Standards Board (“FASB”) issued FIN No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46"), which addresses whether certain types of entities, referred to as variable interest entities ("VIE’s"), should be consolidated in a company's financial statements. A VIE is an entity that either: (1) has equity investors that lack certain essential characteristics of a controlling financial interest, including the ability to control the entity, the obligation to absorb the entity's expected losses and the right to receive the entity's expected residual returns, or (2) lacks sufficient equity to finance its own activities without financial support provided by the other entities, which in turn would be expected to absorb at least some of the expected losses of the VIE. An entity should consolidate a VIE if it stands to absorb a majority of the VIE's expected losses or to receive a majority of the VIE's expected residual returns. FIN No. 46 is effective now for new VIE's formed after December 31, 2003. Application of FIN No. 46 for VIE's created prior to January 1, 2004 is required for the first annual period beginning after December 15, 2004. The Companies do not expect the adoption of FIN No. 46 to have a significant impact on its financial position or results of operations.

   In December 2004, FASB issued Statement No. 123 revised (“SFAS No. 123R”), Share-Based Payment. SFAS No. 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No.123R replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The Companies are required to apply SFAS No. 123R as of the first interim or annual report ing period that begins after June 15, 2005 which is the quarter ended January 31, 2006. The Companies expect to recognize compensation expense related to non-vested awards totaling approximately $570,000 over the next 1.6 years based on weighted average vesting using the modified prospective approach.

In December 2004, FASB issued Statement No. 152 (“SFAS No. 152”), Accounting for Real Estate Time-Sharing Transactions. SFAS No. 152 clarifies the accounting for sales and other transactions involving real estate time-sharing transactions and is effective for financial statements for fiscal years beginning after June 15, 2005. The Companies do not expect the adoption of SFAS No. 152 to have a significant impact on their financial position or results of operations.

Also in December 2004, FASB issued Statement No. 153 (“SFAS No. 153”), Exchanges of Nonmonetary Assets. SFAS No. 153 eliminates a previous exception from fair value reporting for nonmonetary exchanges of similar productive assets and introduces an exception from fair value reporting for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary change is considered to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS No. 153 is applicable to nonmonetary exchanges

occurring in fiscal periods beginning after June 15, 2005. The Companies do not expect the adoption of SFAS No. 153 to have a significant impact on its financial position or results of operations.

In May 2005, FASB issued Statement No. 154 (“SFAS No. 154”), Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3, which provides guidance on the accounting for and reporting of accounting changes and error corrections.  SFAS No. 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005.  The Companies do not expect the adoption of SFAS No. 154 to have a significant impact on their financial position or results of operations.

2.  CHANGE IN ACCOUNTING PRINCIPLE

   Prior to Fiscal 2004, management’s estimate of deferred operating costs was primarily based on deferring costs directly related to ski operations in order to match those costs to the period in which ski operating revenues were recognized. Ski operating revenues were recognized principally over the months of December through March.  Effective April 1, 2004, the Companies elected to change their method of deferring certain ski operating costs incurred during the non-ski season.  Upon investigation of competitors’ practices, management had determined that a change in accounting principle should be made in order to report ski operations in accordance with the predominant industry practice used by similar operating companies.  Additionally, the Companies believed the new method better enabled users of the financial statements, including management, to benchmark the Companies’ ski operations segmen t results against their competitors by removing the timing difference associated with matching certain ski operating costs incurred in a prior fiscal year against current fiscal year ski operating revenues.  The effect of this change in accounting principle in Fiscal 2004 is a $2,509,778 decrease in net income, net of a deferred tax benefit of $1,004,000 and is reflected in the Combined Statements of Operations.

3.  DISCONTINUED OPERATIONS

   As a result of management’s decision to primarily focus its efforts on land development activities, effective December 1, 2005, the Companies entered into a long term lease agreement with JFBB Ski Areas, Inc., an affiliate of Peak Resorts (the “Lessee”), an unrelated third party, whereby the Lessee will operate and maintain the two ski resorts and recognize the revenues and expenses from operations in exchange for the Companies receiving rental payments under the terms of the lease.  As a result of entering into the lease agreement, the Companies have discontinued future operations from the ski operations segment and have reported the activity recognized for the years ending October 31, 2005, 2004 and 2003 as discontinued operations.

   Operating results, including interest expense incurred, of the discontinued operation for the ski operations in Fiscal years 2005, 2004 and 2003 are as follows:

	2005	2004	2003
Revenues	$10,163,222	$9,742,230	$10,269,984
Expenses	9,587,101	10,077,821	10,781,877
Income (loss) from discontinued operations   before income taxes	$576,121	($335,591)	($511,893)

   The major assets related to ski operations have been classified on the combined balance sheets as of October 31, 2005 as accounts receivable-ski tenant and assets held to be used.

   Effective March 10, 2004, the Companies discontinued operation of the Dreshertown Shopping Center as a result of the property being sold in Fiscal 2004.  Previously this discontinued operation was included in the Real Estate Management / Rental Income business segment of the combined statement of operations.

   Operating results, including interest expense incurred, of the discontinued operation for the Dreshertown Shopping Center in Fiscal years 2005, 2004 and 2003 are as follows:

	2005	2004	2003
Revenues	$0	$720,018	$1,644,100
Expenses	0	(301,802)	(3,089,563)
Income (loss) from operations	0	418,216	(1,445,463)
Gain on sale	0	12,026,867	0
Income (loss) from discontinued   operations before income taxes	$0	$12,445,083	($1,445,463)

   There are no remaining assets and liabilities of the Dreshertown Shopping Center at October 31, 2005 and 2004.

4. CONDENSED FINANCIAL INFORMATION:

   Condensed financial information of the Companies, Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries, at October 31, 2005, 2004 and 2003 and for each of the years then ended is as follows:

	Blue Ridge and Subsidiaries
	10/31/05	10/31/04	10/31/03
FINANCIAL POSITION:
Current assets	$641,612	$1,761,784	$2,342,819
Total assets	42,852,408	38,318,248	20,238,523
Current liabilities	3,334,319	7,649,751	11,531,451
Shareholders' equity	20,371,685	10,783,896	3,801,014
OPERATIONS:
Revenues	11,265,404	6,827,127	7,105,643
Income (loss) from continuing    operations and before taxes	2,141,777	(554,852)	1,519,005
Provision (credit) for income   taxes	565,800	9,000	1,061,000
Net income (loss)	1,629,212	6,982,885	(854,187)

	Big Boulder and Subsidiaries
	10/31/05	10/31/04	10/31/03
FINANCIAL POSITION:
Current assets	$2,670,703	$   0	$2,169,047
Total assets	14,264,335	7,143,721	7,721,887
Current liabilities	692,406	1,215,895	1,116,902
Shareholders' equity	13,291,929	4,985,970	5,722,745
OPERATIONS:
Revenues	1,796,517	806,096	841,891
Income (loss) from continuing    operations and before taxes	(194,898)	365,245	(157,786)
Provision (credit) for
income taxes	(114,800)	95,000	(219,000)
Net income (loss)	302,788	(736,778)	(24,950)

5.  SHORT-TERM FINANCING:

  Management has two lines of credit with Manufacturers and Traders Trust Company (the “Bank”) totaling $7.85 million.  The $6.85 million general line has been temporarily increased from $2.1 million.  Management is currently negotiating a permanent increase to the line primarily to facilitate the future development of real estate. At October 31, 2005, Blue Ridge had not utilized any of the general line of credit, aggregating $6,850,000 which is an on demand line with the temporary increase expiring March 15, 2006. The line of credit bears interest at 1% less than the prime rate (5.75% at October 31, 2005). The $1 million line was secured for real estate transactions.    At October 31, 2005, the Companies had also not utilized any of the real estate line of credit, aggregating $1,000,000.  The real estate line of credit bears interest at .50% less than the prime rate (6.25% at October 31, 2 005).  The weighted average interest rate for the year ended October 31, 2005 was 5.42%.  The agreement requires, among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies have met each of these covenants at October 31, 2005.  The line of credit agreement enables the Companies to issue letters of credit in amounts up to $6,850,000.

  During Fiscal 2005 the Companies entered into two letters of credit with Manufacturers and Traders Trust Company. The Bank agreed to issue on the Companies' behalf, irrevocable standby Letters of Credit to Kidder Township aggregating an amount not to exceed $6,403,478 for the purpose of guaranteeing completion of the infrastructure improvements to the Laurelwoods II and Boulder Lake Village premises as required by Kidder Township.  On July 20, 2005 the first letter of credit was issued aggregating up to $2,571,884 for the purpose of infrastructure improvements to the Laurelwoods II premises.  On September 12, 2005 the second letter of credit was issued aggregating $3,831,594 for the purpose of the development of infrastructure relating to the Boulder Lake Village premises.  The amount of the Letters of Credit is to be reduced as the site improvements and infrastructure work is completed and shall be for a maximum period of two years.  The Letters of Credit are part of, and reduce availability under the general line of credit.  The Letters of Credit as of October 31, 2005 were $1,675,991 and $3,831,594 respectively.

   During Fiscal 2004, management entered into a $2,500,000 demand note payable with Manufacturers and Traders Trust Company.  Interest is due and payable monthly at the bank’s prime rate which was 6.75% at October 31, 2005.  On May 11, 2005 the outstanding balance of $2,500,000 was paid in full  and interest was paid as of May 11, 2005 at a weighted average rate of 5.5%.  The demand note was cancelled upon payment and is no longer available.

6.  LONG-TERM DEBT:

Long-term debt as of October 31, 2005 and 2004 consists of the following:

	10/31/05	10/31/04
Mortgage note payable to insurance company, interest fixed at 10.5% payable in monthly installments of $15,351 including interest through Fiscal 2014	$1,007,337	$1,081,488
Mortgage note payable to bank, interest fixed at 5.17% (effective 12/09/04 for one year, thereafter negotiated) payable in monthly installments of $7,122 including interest through Fiscal 2008.	620,926	0
Mortgage note payable to finance company, interest fixed at 7.40% payable in monthly installments of $33,091 including interest through Fiscal 2023	3,917,409	4,012,134
Mortgage note payable to bank, interest fixed at 5.59% payable in monthly installments of $44,146 including interest through Fiscal 2014	7,604,070	7,691,714
Site development mortgage note payable to bank, interest at the bank's prime rate (6.75% at October 31, 2005) payable in installments of $45,100 due at the closing of each Laurelwoods unit with the balance due August 1, 2006.	0	334,076
Mortgage notes repaid in 2005	0	1,924,151
Capital lease obligations repaid in 2005	0	838,245
Less current installments	348,962	1,010,746
	$12,800,780	$14,871,062

Properties at cost, which have been pledged as collateral for long-term debt, include the following at October 31, 2005:

Investment properties leased to others	$2,190,470
Assets held to be used (ski facilities)	$18,004,735

(a) During Fiscal 2004 the Companies entered into a construction line of credit mortgage note with Manufacturers and Traders Trust Company aggregating an amount not to exceed $4,100,000.  The funds are being used for construction of new units in the Laurelwoods premises and will bear interest at the bank's prime rate (6.75% at October 31, 2005).  Advances for each unit are permitted based upon progression of construction as determined by the bank upon its reasonable discretion and further based upon written certification of the completion of the applicable construction phase based upon a determined draw schedule.  During 2005 advances totaling $573,500 were taken on the loan and paid in full as of October 31, 2005.  The weighted average interest rate was 5.92% for the year ended October 31, 2005.

The aggregate amount of long-term debt maturing in each of the five years and thereafter ending subsequent to October 31, 2005, is as follows:  2006 - $348,962;   2007 - $375,323;    2008 - $402,600;    2009 - $434,647;   2010-$468,056;  thereafter $11,120,154.

7.   INCOME TAXES:

   The provision (credit) for income taxes from continuing operations is as follows:

	10/31/05	10/31/04	10/31/03
Currently payable:
Federal	$0	($89,000)	($14,000)
State	8,000	18,000	0
	8,000	(71,000)	(14,000)
Deferred:
Federal	577,000	(527,000)	477,000
State	(134,000)	702,000	377,000
	443,000	175,000	856,000
	$451,000	$104,000	$842,000

A reconciliation between the amount computed using the statutory federal income tax rate and the provision (credit) for income taxes is as follows:

	10/31/05	10/31/04	10/31/03
Computed at statutory rate	$661,939	($64,567)	$462,771
State net operating losses subject to valuation allowance	(194,116)	(233,000)	204,356
State income taxes, net of federal income tax	(83,160)	364,980	197,340
Nondeductible expenses	63,508	3,852	1,980
Other	2,830	32,735	(19,563)
AMT (utilization) tax	0	0	(4,884)
Provision for income taxes from continuing operations	$451,000	$104,000	$842,000

  The components of the deferred tax assets and (liabilities) as of October 31, 2005 and 2004 are as follows:

	10/31/05	10/31/04
Current deferred tax asset:
Accrued expenses	$90,000	$55,000
Deferred revenues	33,000	30,000
Current deferred tax asset	123,000	85,000
Noncurrent deferred tax asset (liability):
Depreciation	(6,818,000)	(7,444,000)
Deferred income, sewer line and tower	210,000	212,000
Capital lease obligation	0	3,000
Additional minimum pension liability	37,000	0
Net operating losses and AMT credit carryforward	1,660,000	3,208,000
Contribution carryforward	68,000	0
Valuation allowance	(1,175,000)	(1,413,000)
Noncurrent deferred tax liability	(6,018,000)	(5,434,000)
Deferred income tax liability, net	($5,895,000)	($5,349,000)

   At October 31, 2005, the Companies have $245,620 of Alternative Minimum Tax (AMT) credit carryforward available to reduce future income taxes.  The AMT credit has no expiration date.

   At October 31, 2005, the Companies have available approximately $1,388,000 of federal net operating losses which will expire from 2020 to 2022. The Companies also have state net operating loss carryforwards of approximately $9,426,000 that will expire from 2019 to 2024.  The Companies have recorded a valuation allowance against state net operating losses, which are not expected to be utilized.

8.   PENSION BENEFITS:

Weighted Average Assumptions	10/31/05	10/31/04	10/31/03
Discount Rates used to determine net periodic   benefit cost as of October 31, 2005, 2004 and 2003	5.75%	6.50%	6.50%
Expected long-term rates of return on assets	8.50%	8.50%	8.50%
Rates  of increase in compensation levels	4.00%	4.00%	4.00%

Change in Benefit Obligation	10/31/05	10/31/04
Benefit obligation at beginning of year	$4,719,943	$4,412,671
Service cost (net of expenses)	228,789	220,086
Interest cost	305,039	279,984
Plan amendments	0	0
Actuarial (gain) loss	657,358	(28,511)
Benefit payments	(169,393)	(164,287)
Benefit obligation at end of year	$5,741,736	$4,719,943

Change in Plan Assets	10/31/05	10/31/04
Fair value of plan assets at beginning of year	$3,082,990	$2,736,947
Actual return on plan assets	185,786	97,286
Employer contributions	486,334	458,512
Benefits paid	(169,393)	(164,287)
Actual expenses paid during the year	(57,187)	(45,468)
Fair value of plan assets at end of year	$3,528,530	$3,082,990

Reconciliation of Funded Status of the Plan	10/31/05	10/31/04
Funded status at end of year	($2,213,206)	($1,636,953)
Unrecognized transition obligation	64,305	72,785
Unrecognized net prior service cost	6,470	7,081
Unrecognized net actuarial (gain) loss	1,675,322	950,681
Net amount recognized at end of year	($467,109)	($606,406)

Amounts Recognized in the Combined Balance Sheets	10/31/05	10/31/04
Prepaid benefit cost	$0	$0
Accrued benefit cost	(629,384)	(606,406)
Intangible asset	70,775	0
Accumulated other comprehensive loss	91,500	0
Net amount recognized	($467,109)	($606,406)

	10/31/05	10/31/04
Additional minimum pension liability	($91,500)	$0

Additional Year-End Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets	10/31/05	10/31/04
Projected benefit obligation	$5,741,736	$4,719,943
Accumulated benefit obligation	$4,157,914	$3,638,886
Fair value of plan assets	$3,528,530	$3,082,990

Pension Expense Reconciliation	10/31/05	10/31/04
Prepaid (accrued) benefit cost at beginning of year	($606,406)	($733,710)
Net periodic benefit cost	(347,037)	(331,208)
Contributions	486,334	458,512
Prepaid (accrued) benefit cost at end of year	($467,109)	($606,406)

Components of Net Periodic Benefit Cost	10/31/05	10/31/04	10/31/03
Service cost	$274,289	$263,286	$237,437
Interest cost	305,039	279,984	261,011
Expected return on plan assets	(274,934)	(245,414)	(201,264)
Amortization of transition obligation	8,480	8,480	8,480
Amortization of prior service cost	611	611	611
Amortization of accumulated gain	33,552	24,261	13,528
Total net periodic benefit cost	$347,037	$331,208	$319,803

Estimated Future Benefits Payments	Fiscal Year	Benefits
	2006	$179,744
	2007	$174,851
	2008	$235,146
	2009	$224,069
	2010	$213,408
	2011-2014	$1,621,525

The Companies expect to contribute $174,007 to the pension plan in fiscal 2006.

Measurement Date   October 31, 2005

Weighted Average Assumptions	For Determination of:
	Benefit Obligations as of October 31, 2005	Net Periodic Pension Cost for Year Ending October 31, 2005
Discount rate	5.75%	6.50%
Rate of compensation increase	4.00%	4.00%
Expected long-term return	8.50%	8.50%

Weighted-average asset allocations	10/31/05	10/31/04
Asset Category
Equity	59.37%	65.86%
Fixed Income	40.24%	23.70%
Money Market	0.39%	10.44%
Total	100.00%	100.00%

The Companies’ goal is to conservatively invest the plan assets in higher-grade securities and other assets with a minimum risk of market fluctuation.  Based on the allocation of our assets between equity, fixed income and money market we estimate our long term rate of return to be approximately 8.5%.

9.  PROPERTIES:

     Properties consist of the following at October 31, 2005 and 2004.

	10/31/2005	10/31/2004
Land, held for investment	$6,511,879	$6,366,791
Land improvements	4,805,023	1,258,615
Corporate buildings	496,092	496,092
Buildings leased to others	21,823,689	26,255,727
Equipment and furnishings	2,622,924	3,917,853

Ski Facilities
Land	0	4,552
Land improvements	0	8,359,121
Buildings	0	6,792,365
Machinery & equipment	0	24,279,411
	36,259,607	77,730,527
Less accumulated depreciation and amortization	8,764,889	38,993,172
	$27,494,718	$38,737,355

The net book value of machinery and equipment is $899,989 on assets held under a capital lease at October 31, 2004.  In Fiscal 2005, capital lease obligations were paid off.  In Fiscal 2005 an impairment loss of $149,798 resulted from the closing of the Splatter Paintball facility. In Fiscal 2004, $452,325 was recorded as an impairment loss as a result of the closing of the Fern Ridge Campground and an impairment loss of $568,709 was recorded as a result of the closing of the Traxx Motocross Park.

10.  ACCRUED LIABILITIES:

          Accrued liabilities consist of the following at October 31, 2005 and 2004.

	10/31/2005	10/31/2004
Accrued Payroll	$311,057	$263,602
Accrued Security & Other Deposits	144,409	170,908
Accrued Professional Fees	33,674	33,841
Accrued - Miscellaneous	$442,789	117,440
	$931,929	$585,791

11.  LEASES:

          The Companies are lessors under various operating lease agreements for the rental of land, land improvements and investment properties leased to others. Rents are reported as income over the terms of the leases as they are earned.  Shopping centers are leased to various tenants for renewable terms averaging 3.11 years with options for renewal.  Information concerning rental properties and minimum future rentals under current leases as of October 31, 2005 is as follows:

		Properties Subject to Lease
		Cost	Accumulated Depreciation
Investment properties leased to others		$20,064,769	$2,840,217
Land and land improvements		6,735,142	1,804,123
Minimum future rentals:
Fiscal years ending October 31:	2006	2,392,922
	2007	1,895,142
	2008	1,555,755
	2009	1,260,046
	2010	992,179
	Thereafter	23,132,073
		$31,228,117

Thereafter, includes $1,284,000 under a land lease expiring in 2072; $8,492,880 under a net lease for a store expiring in 2024; and $5,718,606 under a net lease for a store expiring in January 2039. There were no contingent rentals included in income for the fiscal years ended October 31, 2005, 2004 and 2003.  Includes all option years and rental escalations, recognized using straight-line basis.

12.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The estimated fair values of the Companies' financial instruments are as follows at October 31, 2005 and 2004:

	Carrying Amount	Fair Value	Carrying Amount	Fair Value
ASSETS:	10/31/05		10/31/04
Cash and cash equivalents	$  1,833,704	$  1,833,704	$  89,739	$  89,739
Accounts and mortgages receivable	685,185	685,185	806,979	806,979
Cash held in escrow	0	0	134,907	134,907

	Carrying Amount	Fair Value	Carrying Amount	Fair Value
LIABILITIES:	10/31/05		10/31/04
Notes payable, line of credit	0	0	1,493,000	1,493,000
Notes payable, demand note	0	0	2,500,000	2,500,000
Accounts payable	1,875,513	1,875,513	1,708,615	1,708,615
Amounts due to related parties	120,836	0	114,168	0
Long-term debt	13,149,742	14,179,038	15,881,808	17,956,705

Fair Values were determined as follows:

Cash and cash equivalents, accounts and mortgages receivable, cash held in escrow, notes payable, line of credit, notes payable-demand note and accounts payable:  The carrying amounts approximate fair value because of the short-term maturity of these instruments.

Amounts due to related parties: Estimating the fair value of these instruments is not practicable because the terms of these transactions could not be duplicated in the market.

Long-term debt:  The fair value of long term debt is estimated using discounted cash flows based on current borrowing rates available to the Companies for similar types of borrowing arrangements.

13.  QUARTERLY FINANCIAL INFORMATION (Unaudited)

      The results of operations for each of the quarters in the last two years are presented below.  

	1st	2nd	3rd	4th	Total
Year ended 10/31/05
Operating revenues	$5,132,390	$2,581,105	$2,478,126	$2,870,300	$13,061,921
Operating profit (loss)	$2,619,467	$87,734	$56,160	($62,312)	$2,701,049
Net income (loss) from discontinued   operations	$439,090	$1,619,487	($917,765)	($704,691)	$436,121
Net income (loss) before cumulative   effect of change in accounting principle	$1,751,846	$1,198,280	($784,316)	($233,810)	$1,932,000
Net income (loss)	$1,751,846	$1,198,280	($784,316)	($233,810)	$1,932,000
Net income (loss) before discontinued   operations and cumulative effect per   weighted average combined share	$0.68	($0.22)	$0.06	$0.18	$0.70
Net income (loss) per weighted average   combined share	$0.91	$0.61	($0.48)	($0.14)	$0.90

	1st	2nd	3rd	4th	Total
Year ended 10/31/04
Operating revenues	$1,741,854	$1,136,884	$2,583,210	$2,171,275	$7,633,223
Operating profit (loss)	$383,156	($222,606)	($711,202)	($257,430)	($808,082)
Net income (loss) from discontinued   operations	$864,845	$9,164,987	($936,577)	($1,047,763)	$8,045,492
Net income (loss) before cumulative   effect of change in accounting principle	$955,174	$8,243,787	($794,315)	($652,761)	$7,751,885
Net income (loss)	$127,016	$7,566,167	($794,315)	($652,761)	$6,246,107
Net income (loss) before discontinued   operations and cumulative effect per   weighted average combined share	($0.38)	($0.47)	$0.07	$0.63	($0.15)
Net income (loss) per weighted average   combined share	$0.07	$3.94	($0.41)	($0.34)	$3.26

     The quarterly results of operations for Fiscal 2005 and 2004 reflect the cyclical nature of the Companies' business since land dispositions occur sporadically and do not follow any pattern during the fiscal year.  Reclassifications in operating revenues and income (loss) from continuing operations in the quarters for years ended October 31, 2005 and 2004 reflect ski operations being classified as discontinued operations, as well as the sale of Dreshertown Plaza Shopping Center in Fiscal 2004.

 14.  BUSINESS SEGMENT INFORMATION:

   The following information is presented in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."  In accordance with SFAS No. 131, the Companies' business segments were determined from the Companies' internal organization and management reporting, which are based primarily on differences in services.  

    The Companies and the subsidiaries, under SFAS No. 131, previously operated in four business segments, currently operate three business segments (Ski Operations was combined into Real Estate Management/Rental Operations) consisting of the following:

   Real Estate Management/Rental Operations

      Real Estate Management/Rental Operations consists of: investment properties leased to others located in Eastern Pennsylvania, South Carolina, Virginia and Louisiana; revenues derived from the management of investor-owned properties, principally resort homes; recreational club activities and services to the trusts that operate resort residential communities; sales of investment properties; and rental of land and land improvements, including two ski areas located in the Pocono Mountains of Northeastern Pennsylvania.

   Summer Recreation Operations

      Summer Recreation Operations consist of a seasonal recreational operating center located in the Pocono Mountains of Northeastern Pennsylvania, which is the Lake Mountain Sports Club.

   Land Resource Management

      Land Resource Management consists of land sales, land purchases, timbering operations and a construction division.  Timbering operations consist of selective timbering on our land holdings.  Contracts are entered into for parcels which have had the timber selectively marked.  We are devising a long-term plan of managed timbering whereby significant attention is given to protecting the environment and retaining the value of the land.  The construction division is responsible for the residential land development activities which include overseeing the construction of single and multi-family homes and development of infrastructure.

      Funds expended to date for real estate development in Laurelwoods have been primarily for infrastructure improvements.  We are in the construction phase for 23 single family homes and the initial construction stage for 44 duplex homes.  Other expenditures for all development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.

	10/31/05	10/31/04	10/31/03
Revenues from continuing operations:
Real estate management/rental operations	$5,788,904	$4,367,757	43,449,903
Summer recreation operations	774,288	1,944,023	1,876,724
Land resource management	6,498,729	1,321,443	2,620,907
	$13,061,921	$7,633,223	$7,947,534
Gross profit (loss), excluding general and administrative expenses:
Real estate management/rental operations	$1,180,890	$631,867	$368,086
Summer recreation operations	(58,968)	(737,950)	137,938
Land resource management	3,131,941	196,316	2,035,770
	$4,253,863	$ 90,233	$2,541,794
General and administrative expenses:
Real estate management/rental operations	$ 688,191	$ 521,023	$ 458,283
Summer recreation operations	92,048	224,578	249,303
Land resource management	772,575	152,714	348,160
	$1,552,814	$ 898,315	$1,055,746

	10/31/05	10/31/04	10/31/03
Interest and other income:
Real estate management/rental operations	$ 98,662	$1,049,822	$ 22,475
Summer recreation operations	0	0	0
Land resource management	41,076	27,142	0
	$139,738	$1,076,964	$22,475
Interest expense:
Real estate management/rental operations	$ 878,889	$ 449,521	$ 145,846
Summer recreation operations	0	0	0
Land resource management	15,019	8,968	1,458
	$893,908	$458,489	$147,304
Income (loss) from continuing operations before income taxes	$1,946,879	($189,607)	$1,361,219

For the fiscal years ended October 31, 2005, 2004, and 2003, no one customer represented more than 10 % of total revenues.

   Identifiable assets, net of accumulated depreciation at October 31, 2005, 2004, and 2003 and depreciation expense and capital expenditures for the years then ended by business segment are as follows:

October 31, 2005	Identifiable Assets	Depreciation Expense	Capital Expenditures
Real estate management/rental operations	$56,208,585	$2,313,035	$1,612,010
Summer recreation operations	203,603	58,199	24,834
Land resource management	134,456	47,200	140,208
Other corporate	570,099	105,942	128,784
Total	$57,116,743	$2,524,376	$1,905,836

October 31, 2004	Identifiable Assets	Depreciation Expense	Capital Expenditures
Real estate management/rental operations	$38,173,543	$1,977,797	$22,656,301
Summer recreation operations	431,405	1,187,120	85,310
Land resource management	158,802	45,742	97,897
Other corporate	6,698,219	83,134	186,886
Total	$45,461,969	$3,293,793	$23,026,394

October 31, 2003	Identifiable Assets	Depreciation Expense	Capital Expenditures
Real estate management/rental operations	$14,364,528	$1,569,415	$1,844,789
Summer recreation operations	10,876,228	402,031	1,707,395
Land resource management	88,774	14,963	51,005
Other corporate	2,630,880	64,454	30,102
Total	$27,960,410	$2,050,863	$3,673,291

15. CONTINGENT LIABILITIES and COMMITMENTS:

   The Companies are party to various legal proceedings incidental to their business. Certain claims, suits, and complaints arising in the ordinary course of business have been filed or are possible of assertion against the Companies.  In the opinion of management, all such matters are without merit or are of such kind, or involve such amounts, which are not expected to have a material effect on the combined financial position or results of operations of the Companies.

16.  RELATED PARTY TRANSACTIONS:

Kimco Realty Services, Inc., or Kimco, is our controlling shareholder and Kimco Realty Corporation, the parent company of Kimco, is presently providing consulting services to us.  The services are focused on land development, acquisitions and disposals.  For the fiscal years ended October 31, 2005, 2004 and 2003 Kimco was paid $200,000, $285,000 and $125,000 in consulting fees, respectively.

Kimco Realty Corporation serves as the management company for the Oxbridge Square Shopping Center, Richmond, Virginia and the Coursey Commons Shopping Center, Baton Rouge, Louisiana, effective June 2004.  A wholly owned subsidiary of Kimco Realty Corporation receives a fixed monthly fee of 4.5% of rental income on store leases.  During the fiscal years ended October 31, 2005 and 2004 that subsidiary received $81,504 and $24,600, respectively for management fees earned on the two new shopping centers.  Kimco Realty Corporation also served as the management company for the Dreshertown Plaza Shopping Center from June 2003 to March 2004 (at which point the shopping center was sold).  During its management term of Dreshertown, Kimco Realty Corporation was paid $50,977 in management fees.

Michael J. Flynn, the Chairman of our board of directors, is also the President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation. Michael receives an annual fee of $35,000.  In addition, Patrick M. Flynn, who serves as one of our directors and is our President and Chief Executive Officer, is the Director of Real Estate at Kimco Realty Corporation.  Patrick has received  an annual bonus of $50,000, $40,000 and $40,000 in the years ended October 31, 2005, 2004 and 2003  Finally, Milton Cooper, who serves as one of our directors, also serves as Chief Executive Officer and Chairman of the board of directors of Kimco Realty Corporation.

Amounts due to related parties total $120,836 at October 31, 2005 and $114,168 at October 31, 2004.

17. STOCK OPTIONS and CAPITAL STOCK:

   During Fiscal 1998, the Companies adopted an employee stock option plan, under which an officer was granted options to purchase shares of the Companies' common stock.  The exercise price on the 35,000 options is $6.75 and the original term was extended in February 2003 to July 1, 2008.  In accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44"), the extension of the life of the award requires a new measurement of compensation as if the award was newly granted.  Because the exercise price was less than the current fair market value at the date of the grant, compensation cost of $122,900, net of tax has been recognized in the combined statement of operations.

      During Fiscal 2002, four corporate officers were granted stock options in varying amounts for a total of 11,000 shares, all expiring December 10, 2006.  Additionally, during Fiscal 2003, six key employees were granted stock options totaling 18,000 shares, due to expire on December 2, 2007.  During Fiscal 2004, seven key employees were granted stock options in varying amount for a total of 32,000 shares, all expiring February 2009.  During Fiscal 2005, seven key employees were granted stock options totaling 52,000 shares, which vest over three years, all expiring February 2010.

   Option activity during the years ended October 31, 2005, 2004 and 2003 is as follows:

	10/31/05		10/31/04		10/31/03
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding at    beginning of year:	96,000	$11.62	64,000	$8.56	46,000	$7.65
Granted	52,000	$34.00	32,000	$17.75	18,000	$10.90
Exercised	61,000	$14.42	-	-	-	-
Canceled			-	-	-	-
Outstanding at end   of year	87,000	$23.04	96,000	$11.62	64,000	$8.56
Options exercisable   at year-end	46,440	$13.46	96,000	$11.62	64,000	$8.56
Option price range	$6.75-$34.00		$6.75-$17.75		$6.75-$10.90
Weighted average   fair value of    options granted    during year	$15.00		$17.64		$8.20
Weighted average   grant date fair value   of options granted   during year	$15.70		$17.66		$6.69
Weighted average    remaining contractual    life (in years)	4.7		3.8		4.4

  Activity related to non-vested options for the year ended October 31, 2005 is as follows:

	Shares	Weighted Average Grant Date Fair Value Price
Non vested at beginning of year:	--	--
Granted	52,000	$15.70
Vested	(11,440)	$15.70
Non-vested at year-end	40,560	$15.70

18.  PER SHARE DATA:

Earnings per share for the years ended October 31, 2005, 2004 and 2003 are computed as follows:

	10/31/05	10/31/04	10/31/03
Net earnings (loss)	$1,932,000	$6,246,107	($879,137)
Weighted average combined shares of common   stock outstanding used to compute basic    earnings per combined share	2,161,244	1,916,130	1,916,130
Additional combined common shares to be    issued assuming exercise of stock options,   net of combined shares assumed reacquired	45,992	43,793	19,114
Combined shares used to compute dilutive    effect  of stock option	2,207,235	1,959,923	1,935,244
Basic earnings (loss) per combined common share	$0.90	$3.26	($0.45)
Diluted earnings (loss) per combined common share	$0.87	$3.19	($0.45)

19.  SUBSEQUENT EVENTS:

On December 1, 2005, the Companies entered into a 28 year lease for the Jack Frost Mountain Ski Area and Big Boulder Ski Area with JFBB Ski Areas Inc., an affiliate of Peak Resorts.  Pursuant to the lease, JFBB Ski Areas will operate the ski areas and will make monthly lease payments to us during the ski season, amounting to $100,000 per month from January through April.  In addition, JFBB Ski Areas is required to make capital improvements of $5,000,000 to the two ski areas in the first three years of the lease.  Based upon the terms of the lease the Companies expect to record the transaction as a direct financing lease and accordingly has reclassified the related assets as assets held to be used.  As a result of entering into the lease agreement, the Companies have discontinued future operations from the Ski Operations segment and have reported the activity recognized for the years ending October 31, 2005, 2004 and 2003 as discontinued operations. The revenue and expenses from the leased ski areas will be included in the Real Estate Management /Rental Operations business segment.  

As a result of the lease, a number of employees have severed employment and will no longer be active participants in the Companies’ defined benefit pension plan.  Management is working with the actuary to determine the impact on the future plan valuation.  In connection with the termination of employment of two such employees on December 1, 2005, the Company accelerated the vesting of options to purchase 9,000 shares of the Companies’ common stock, which were granted pursuant to Nonqualified Stock Option Grant Agreements, dated as of February 1, 2005.  These options to purchase 9,000 shares are fully vested and will expire on February 28, 2006.

On January 27, 2006, the Companies entered into an agreement with Popple Construction Company, Inc. for infrastructure improvements of a residential housing development at Boulder Lake Village, located in Lake Harmony, Pennsylvania.  The anticipated cost for the infrastructure improvements to Boulder Lake Village is approximately $2,250,000.

Report of Independent Registered Public Accounting Firm

To Shareholders of

Blue Ridge Real Estate Company

and Big Boulder Corporation:

We have audited the accompanying combined balance sheets of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2005 and 2004, and the related combined statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2005. These financial statements are the responsibility of the Companies’ management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries as of October 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the combined financial statements, the Companies changed their method of accounting for deferred operating costs in 2004.

Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

February 2, 2006

EX-21

Exhibit 21.1

Subsidiaries of the Registrants

Blue Ridge Real Estate Company Subsidiaries	Jurisdiction of Incorporation/ Formation
1. Northeast Land Company	Pennsylvania
2. Jack Frost Mountain Company	Pennsylvania
3. BRRE Holdings, Inc.	Delaware
4. Boulder Creek Resort Company	Pennsylvania
5. Moseywood Construction Company	Pennsylvania
6. Jack Frost National Golf Course, Inc.	Pennsylvania
7. Oxbridge Square Shopping Center, LLC	Virginia
8. Coursey Commons Shopping Center, LLC	Louisiana
9. Coursey Creek, LLC	Louisiana
10. Cobble Creek, LLC	Louisiana
Big Boulder Corporation Subsidiaries	Jurisdiction of Incorporation/ Formation
1. Lake Mountain Company	Pennsylvania
2. BBC Holdings, Inc.	Delaware
3. Big Boulder Lodge, Inc.	Pennsylvania

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 333-118845 and 333-129231) of Blue Ridge Real Estate Company (“Blue Ridge”) and Big Boulder Corporation (“Big Boulder”), of our reports, dated February 2, 2006 with respect to the combined financial statements of Blue Ridge and Big Boulder and the related financial statement schedule, which reports appear in the October 31, 2005 annual report on Form 10-K of Blue Ridge and Big Boulder.

/s/ Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

February 9, 2006

EX-31

EXHIBIT 31.1

CERTIFICATIONS

I, Patrick M. Flynn, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2005 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 14, 2006

                            /s/ Patrick M. Flynn

                            Patrick M. Flynn

                            Chief Executive Officer

                                and President

EX-31

EXHIBIT 31.2

CERTIFICATIONS

I, Eldon D. Dietterick, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2005 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 14, 2006

                            /s/ Eldon D. Dietterick

                            Eldon D. Dietterick

                            Executive Vice President

                              and Treasurer

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the fiscal year ended October 31, 2005 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”) as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I, Patrick M. Flynn, Chief Executive Officer and President of the Registrants, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

/s/ Patrick M. Flynn

Patrick M. Flynn

Chief Executive Officer and President

February 14, 2006

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the fiscal year ended October 31, 2005 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”) as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I, Eldon D. Dietterick, Executive Vice President and Treasurer (chief financial officer) of the Registrants, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d); and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive Vice President and Treasurer

(Principal Financial Officer)

February 14, 2006