##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2006
 o
    
    Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from to .
 Commission file number 0-18808
 Great Western Land and Recreation, Inc.
  Nevada(State or other jurisdiction
    
    13-3530765of incorporation or organization)
    
    (IRS Employer Identification No.)
 7373 N. Scottsdale Road, Suite C-140
Scottsdale, AZ 85253
(480) 949-6007
   Yes þ No o
 o o




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##### 



GREAT WESTERN LAND AND RECREATION, INC
 CONTENTS
 PAGEPart I
Financial InformationItem 1. Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis
    
    
    17Item 3. Controls and Procedures
    
    
    22Part II
Other InformationItem 1. Legal Proceedings
    
    
    23Item 2. Unregistered Sales of Equity, Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    21EX  31.1
    
    
    25EX  31.2
    
    
    23EX  32.1
    
    
    27EX  32.2
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



BUSINESS RISKS AND FORWARD-LOOKING INFORMATION
  POSSIBLE APPLICATION OF EITF 00-19 TO THE RECORDING OF OUR SERIAL PREFERRED STOCK
  3




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED BALANCE SHEET
 March 31, 2006(unaudited)ASSETSCash and cash equivalents
    
    $
    2,017,337Notes and accounts receivable (net of allowance of $115,000)
    
    
    2,335,232Land held for development and sale
    
    
    26,225,257Receivable from related entities
    
    
    34,351Property and equipment (net of accumulated depreciation of $138,339)
    
    
    373,009Other
    
    
    843,816$
    31,829,002LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesNotes payable
    
    $
    21,673,397Subordinated debt
    
    
    3,614,814Payable to related entities
    
    
    942,853Accounts payable and other accrued liabilities
    
    
    1,454,377Total liabilities
    
    
    27,685,441Minority interest
    
    
    146,315Stockholders equityPreferred stock, $0.001 par value; 10,000,000 shares authorized; 31,319 shares issued and
outstanding; 20,000 additional shares issued, held by a subsidiary and reported as treasury shares;
liquidation value  $2,419,200
    
    
    2,244,431Common stock, $0.001 par value; 45,000,000 shares authorized; 21,642,888 shares issued and outstanding
    
    
    21,643Additional paid-in capital
    
    
    2,563,317Accumulated other comprehensive loss
    
    
    (733
    )Accumulated deficit
    
    
    (831,412
    )Total stockholders equity
    
    
    3,997,246$
    31,829,002
  4




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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Real estate and real estate investment sales
    
    $
    1,664,339
    
    
    $
    1,524,641
    
    
    $
    1,844,807
    
    
    $
    2,432,016Cost of real estate sales
    
    
    734,146
    
    
    
    415,631
    
    
    
    940,648
    
    
    
    834,844Earnings from sales of real estate and real estate investments
    
    
    930,193
    
    
    
    1,109,010
    
    
    
    904,159
    
    
    
    1,597,172Selling, general and administrative expenses
    
    
    729,348
    
    
    
    500,554
    
    
    
    1,286,117
    
    
    
    967,209Loss on impairment of long-lived assets
    
    
    414,566
    
    
    
    
    
    
    
    414,566
    
    
    
    Earnings (losses) from operations
    
    
    (213,721
    )
    
    
    608,456
    
    
    
    (796,524
    )
    
    
    629,963Other income (expense)Interest expense
    
    
    (116,090
    )
    
    
    (93,908
    )
    
    
    (242,098
    )
    
    
    (174,170
    )Interest income
    
    
    42,202
    
    
    
    8,985
    
    
    
    91,981
    
    
    
    17,309Other income (expense)
    
    
    7,475
    
    
    
    20,213
    
    
    
    451,901
    
    
    
    59,214Total other income (expense)
    
    
    (66,413
    )
    
    
    (64,710
    )
    
    
    301,784
    
    
    
    (97,647
    )Income (loss) from continuing operations
    
    
    (280,134
    )
    
    
    543,746
    
    
    
    (494,740
    )
    
    
    532,316Loss from discontinued operation
    
    
    
    
    
    
    (15,441
    )
    
    
    
    
    
    
    (84,211
    )Net income (loss)
    
    
    (280,134
    )
    
    
    528,305
    
    
    
    (494,740
    )
    
    
    448,105Less: preferred stock dividends applicable to the period
    
    
    (15,332
    )
    
    
    (25,036
    )
    
    
    (30,664
    )
    
    
    (41,466
    )Net income (loss) available for common stock
    
    $
    (295,466
    )
    
    $
    503,269
    
    
    $
    (525,404
    )
    
    $
    406,639Net income (loss) per common and common equivalent share:Basic:Continuing operations
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    0.02Discontinued operation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    0.02Diluted:Continuing operations
    
    $
    
    
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.02Discontinued operation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.02Weighted average common and common equivalent shares outstanding:Basic
    
    
    21,431,906
    
    
    
    21,184,862
    
    
    
    21,065,729
    
    
    
    21,141,548Diluted
    
    
    21,431,906
    
    
    
    25,193,012
    
    
    
    21,065,729
    
    
    
    23,904,095
  5




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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE LOSS
(unaudited)
 AccumulatedOtherAdditional
    
    compre-
    
    
    
    
    
    Compre-Preferred Stock
    
    Common Stock
    
    paid-in
    
    hensive
    
    Accumulated
    
    hensiveShares
    
    Amount
    
    Shares
    
    Amount
    
    capital
    
    loss
    
    deficit
    
    income (loss)Balance, September 30, 2005
    
    
    31,319
    
    
    $
    2,200,304
    
    
    
    21,315,973
    
    
    $
    21,315
    
    
    $
    2,558,720
    
    
    $
    (733
    )
    
    $
    (275,676
    )
    
    $
    Amortization of discount on preferred stock
    
    
    
    
    
    
    44,127
    
    
    
    
    
    
    
    
    
    
    
    (44,127
    )
    
    
    
    
    
    
    
    
    
    
    Preferred Stock Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,996
    )
    
    
    Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    327,000
    
    
    
    327
    
    
    
    48,724
    
    
    
    
    
    
    
    
    
    
    
    Rounding of fractional shares on reissuance
    
    
    
    
    
    
    
    
    
    
    (85
    )
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (494,740
    )
    
    
    (494,740
    )Comprehensive loss for the six months
ended March 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $


    (494,740
    )Balance, March 31, 2006
    
    
    31,319
    
    
    $
    2,244,431
    
    
    
    21,642,888
    
    
    $
    21,643
    
    
    $
    2,563,317
    
    
    $
    (733
    )
    
    $
    (831,412
    )
  6




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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Six months ended March 31,2006
    
    
    2005Cash flows provided by (used in) operating activitiesNet earnings (loss)
    
    $
    (494,740
    )
    
    $
    448,105Adjustments to reconcile net earnings (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    59,612
    
    
    
    34,559Note receivable received as legal settlement
    
    
    (500,000
    )
    
    
    Discount on note receivable
    
    
    20,000
    
    
    
    Loss from discontinued operations
    
    
    
    
    
    
    84,211Other non-cash expenses
    
    
    
    
    
    
    23,793Interest included in debt
    
    
    482,702
    
    
    
    116,365Collection of notes receivable relating to prior years sales
    
    
    477,974
    
    
    
    50,708Uncollected notes receivable from current year sales
    
    
    (331,448
    )
    
    
    (175,013
    )Uncollected noted from related parties from current year sales
    
    
    (350,000
    )
    
    
    Loss on impairment of long-lived assets
    
    
    (414,566
    )
    
    
    Minority interests in consolidated subsidiaries
    
    
    111,400
    
    
    
    Changes in operating assets and liabilities:(Increase) Land held for development and sale
    
    
    (11,041,844
    )
    
    
    (2,083,135
    )(Increase) Decrease Other assets
    
    
    222,815
    
    
    
    (218,378
    )Increase (decrease) Accounts payable and other accrued liabilities
    
    
    597,437
    
    
    
    (366,015
    )Net cash used in operating activities
    
    
    (11,160,658
    )
    
    
    (2,084,800
    )Cash flows provided by (used in) investing activitiesPurchase of note receivable in foreclosure
    
    
    (179,915
    )
    
    
    Collection of (increase in ) receivable from related entities
    
    
    (1,346
    )
    
    
    6,960Purchases of property and equipment
    
    
    (208,851
    )
    
    
    (52,176
    )Net cash provided by (used) in investing activities
    
    
    (390,112
    )
    
    
    (45,216
    )Cash flows from financing activitiesIssuance of notes payable
    
    
    8,843,391
    
    
    
    1,890,510Payments on notes payable
    
    
    (739,959
    )
    
    
    (952,209
    )Principal payment on notes of discontinued operations
    
    
    
    
    
    
    (9,262
    )Issuance of notes payable to related entities
    
    
    135,437
    
    
    
    Issuance (payments) of notes payable to related entities
    
    
    (130,000
    )
    
    
    (72,151
    )Proceeds from stock options exercised
    
    
    49,052
    
    
    
    15,000Preferred Stock dividends paid
    
    
    (60,996
    )
    
    
    Payments on subordinated debt
    
    
    (7,500
    )
    
    
    Net cash provided by financing activities
    
    
    8,089,425
    
    
    
    871,888Net decrease in cash and cash equivalents
    
    
    (3,461,345
    )
    
    
    (1,258,128
    )Cash and cash equivalents at beginning of period
    
    
    5,478,682
    
    
    
    1,675,690Cash and cash equivalents at end of period
    
    $
    2,017.337
    
    
    $
    417,562Supplemental disclosure of cash flow information:Cash paid during the period for interest, net of amount capitalized
    
    $
    116,090
    
    
    $
    60,740Noncash investing and financing activitiesAccrued interest capitalized included in debt
    
    
    293,410
    
    
    
    73,904Preferred stock issued in exchange for land
    
    
    
    
    
    
    411,544Subordinated debt issued in exchange for land
    
    
    
    
    
    
    150,000Sale of investment in # 22 Stafford Springs in exchange for a note receivable
    
    
    
    
    
    
    289,500
  7




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GREAT WESTERN LAND AND RECREATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 NOTE A  BACKGROUND AND BASIS OF PRESENTATION
     NOTE B  NOTES RECEIVABLE
  NOTE C  LAND HELD FOR DEVELOPMENT AND SALE
  NOTE D  RELATED ENTITIES
  Receivable from related entities:Minority investor in Houston Warren Ranch Partners, LLC (2)
    
    $
    20,375Other
    
    
    13,976$
    34,351Payable to related entities:Minority investors in Glendale Condominiums, LLC (1)
    
    $
    753,176Minority investors in Villa Maria, LLC (3)
    
    
    184,240Other
    
    
    5,437$
    942,853
 8




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##### Table of Contents



(1)
    
    The Company has a 70% interest in Glendale Condominiums, LLC. The land for the project was
purchased from an individual and a trust who own the other 30% of the project. The payable
represents the balance due, including interest at 8% per annum, for this purchase. Principal
and interest are due quarterly from September 2008 through September 2018. The land costs and
preliminary development costs for this project total $4,907,320 at March 31, 2006 and are
included in land held for development and sale.(2)
    
    The Company has a total interest of 70% in Houston Warren Ranch Partners, LLC (Warren
Ranch) which is derived from its 55% direct ownership in Warren Ranch as well as a 15%
indirect interest from its one third ownership in Jessica Star Partners, LLC. Jessica Star
Partners, LLC owns 45% of Warren Ranch and consists of the following members owning a one
third interest in the company: Great Western Land & Recreation, Inc., the Chairman of Great
Westerns Board of Directors and the principal of BD Realty. The note receivable from Jessica
Star Partners, LLC bears interest at 10%, with principal and interest due on September 23,
2006.(3)
    
    The Company has an 82.5% interest in Villa Maria, LLC, which is constructing a condominium
project in College Station, Texas called Woodland Court. The remaining 17.5% is owned by
minority investors, consisting of three members of the Companys Board of Directors. The
payable represents the balance due to these investors. Interest on this balance accrues at 10%
per annum, with principal and interest due at the end of the project. NOTE E  NOTES PAYABLE
    NOTE F  STOCK BASED COMPENSATION
 Accounting for Stock Issued to
Employees Accounting for Stock-Based
Compensation,
 Three months
    
    
    Six monthsended
    
    
    endedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss) as reported
    
    $
    (280,134
    )
    
    $
    528,305
    
    
    $
    (494,740
    )
    
    $
    448,105Total stock-based employee
compensation adjustment
determined under fair value based
method (1)
    
    
    (8,056
    )
    
    
    (16,064
    )
    
    
    (20,804
    )
    
    
    (32,072
    )Pro forma net loss
    
    $
    (288,190
    )
    
    $
    512,241
    
    
    $
    (515,544
    )
    
    $
    416,033Loss per share:Basic and diluted  as reported
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    0.02Basic and diluted  pro forma
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    0.02
 9




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##### Table of Contents



(1)
    
    The fair value method amortizes the estimated fair value of the options at date of grant over
the vesting period. The fair value of these options was estimated at the date of grant
assuming a risk-free interest rate of 4.88%, an expected option life of 10 years with no
dividends. The expected option life is based on all options being exercised just prior to
expiration. NOTE G  NET INCOME (LOSS) PER SHARE
  NOTE H  INVESTMENT IN UNCONSOLIDATED COMPANY
 Laguna
Investments L.L.C.
    NOTE I  SUBORDINATED DEBT
  10




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NOTE J  COMMITMENTS AND CONTINGENCIES
    
 NOTE K  PREFERRED STOCK
  Series A Preferred Stock
  First year from the date of issuance
    
    0% per annumSecond year from the date of issuance
    
    2% per annumThird year from the date of issuance
    
    4% per annumFourth year from the date of issuance
    
    5% per annumFifth year from the date of issuance
    
    6% per annumThereafter
    
    7% per annum
  11




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Series B Preferred Stock
  First year from the date of issuance
    
    2.0% per annumSecond year from the date of issuance
    
    3.0% per annumThird year from the date of issuance
    
    3.5% per annumThereafter
    
    4.0% per annum
  Series C Preferred Stock
  First year from the date of issuance
    
    $ 1.00 per share of common stockSecond through fourth years from the date of issuance
    
    $ 2.00 per share of common stockThereafter
    
    $ 3.50 per share of common stock
  First year from the date of issuance
    
    1% per annumSecond year from the date of issuance
    
    2% per annumThird year from the date of issuance
    
    3% per annumFourth year from the date of issuance
    
    4% per annumFifth year from the date of issuance
    
    5% per annumThereafter
    
    7% per annum
  Series D Preferred Stock
  12




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First
    
    $ 2.00 per annumSecond
    
    $ 3.00 per annumThird
    
    $ 3.50 per annumFourth
    
    $ 4.00 per annumFifth
    
    $ 4.50 per annumThereafter
    
    $ 5.00 per annum
  Series E Preferred Stock
    First
    
    $ 1.00 per annumSecond
    
    $ 2.00 per annumThird
    
    $ 3.00 per annumFourth
    
    $ 4.00 per annumFifth
    
    $ 4.50 per annumThereafter
    
    $ 5.00 per annum
  Series F Preferred Stock
  13




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First
    
    $ 0.00 per annumSecond
    
    $ 1.00 per annumThird
    
    $ 2.00 per annumFourth
    
    $ 3.00 per annumFifth
    
    $ 4.00 per annumThereafter
    
    $ 4.50 per annum
  NOTE L  STOCK OPTION PLAN
  Outstanding OptionsWeightedNumber
    
    
    Averageof
    
    
    ExerciseShares
    
    
    PriceSeptember 30, 2005
    
    
    3,474,500
    
    
    $
    0.32Grants
    
    
    600,000
    
    
    $
    0.36Exercises
    
    
    (327,000
    )
    
    $
    0.15Cancellations
    
    
    (407,500
    )
    
    $
    0.50March 31, 2006
    
    
    3,340,000
    
    
    $
    0.18
  Outstanding Options
    
    Exercisable OptionsWeighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Number
    
    AverageExercise
    
    of
    
    Contractual
    
    of
    
    ContractualPrices
    
    Shares
    
    Life (in years)
    
    Shares
    
    Life (in years)$
    0.15
    
    
    
    550,000
    
    
    
    5.5
    
    
    
    500,000
    
    
    
    6.0$
    0.31
    
    
    
    750,000
    
    
    
    8.4
    
    
    
    550,000
    
    
    
    8.4$
    0.35
    
    
    
    1,080,000
    
    
    
    9.5
    
    
    
    705,000
    
    
    
    9.4$
    0.36
    
    
    
    50,000
    
    
    
    8.6
    
    
    
    50,000
    
    
    
    8.6$
    0.38
    
    
    
    200,000
    
    
    
    9.9
    
    
    
    
    
    
    $
    0.40
    
    
    
    690,000
    
    
    
    9.8
    
    
    
    740,000
    
    
    
    9.1$
    0.46
    
    
    
    20,000
    
    
    
    8.8
    
    
    
    10,000
    
    
    
    8.83,340,000
    
    
    
    
    
    
    
    2,555,000
 14




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NOTE M  LOSS ON IMPAIRMENT OF LONG-LIVED ASSETS
  NOTE N  DISCONTINUED OPERATIONS
      Three months ended March 31,
    
    
    Six months ended March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    $
    
    
    
    $
    128,165
    
    
    $
    
    
    
    $
    302,849Operating expenses
    
    
    
    
    
    
    (175,442
    )
    
    
    
    
    
    
    (469,676
    )Minority interest
    
    
    
    
    
    
    31,836
    
    
    
    
    
    
    
    111,219
    
    
    
    (15,441
    )
    
    
    
    
    
    
    (55,608
    )Equity in operating losses of
Stafford Springs prior to
consolidation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,603
    )Loss from discontinued operations
    
    $
    
    
    
    $
    (15,441
    )
    
    $
    
    
    
    $
    (84,211
    )
 NOTE O INCOME TAXES
  NOTE P  RELATED PARTY TRANSACTIONS
  15




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##### Table of Contents



Three months ended March 31,
    
    
    Six months ended March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Fees and rent
    
    $
    3,686
    
    
    $
    1,643
    
    
    $
    76,047
    
    
    $
    54,893
  NOTE Q  RECENT ACCOUNTING PRONOUNCEMENTS
   Inventory Costs, an amendment of ARB No.43, Chapter
4
 Exchanges of Nonmonetary Assets
 Accounting Changes and Error Corrections
 16




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##### Table of Contents



Item 2. Managements Discussion and Analysis
 The following discussion includes forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from the results contemplated by these forward-looking
statements due to certain factors, including those discussed below, elsewhere in this Form 10-QSB
and in the Companys other filings with the SEC.
 Overview
  Results of Operations
 Comparison of the three months ended March 31, 2006 and 2005 (second quarter of fiscal 2006 and 2005, respectively)
 Sales of real estate and real estate investments.
 Cost of real estate sales.
 Earnings from sales of real estate and real estate investments.
 Selling, general and administrative expenses.
 Loss on impairment of long-lived assets
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Interest expense
 Interest income.
 Other income(expense).
 Minority interests.
 Loss from discontinued operations.
   Net earnings (loss).
 Comparison of the six months ended March 31, 2006 and 2005
 Sales of real estate and real estate investments.
  Cost of real estate sales.
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Earnings from sales of real estate and real estate investments.
 Selling, general and administrative expenses.
 Loss on impairment of long-lived assets
  Interest expense.
 Interest income.
 Other income(expense).
 Minority interests.
 Loss from discontinued operations.
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Liquidity and Capital Resources
  
    
    sources and uses of cash, and significant factors that influence both;
    
    our analysis of our cash flows for the first six months of fiscal year 2006; and
    
    our commitments and contractual obligations.
  Sources and uses of cash
  
    
    factors that affect our results of operations and cash flows, including reduced demand
for land resulting from economic slowdown and competitive pricing pressures; and
    
    factors that affect our ability to bring new projects to market, including ability to
find profitable development opportunities, ability to locate necessary financing sources to
develop the projects; and
    
    factors that affect our access to bank financing that could impair our ability to obtain
needed financing on acceptable terms to finance the acquisition and development of new
projects.
 Analysis of cash flows.
 Cash flow activity for the six months ended March 31, 2006.
  
    
    An increase of $8,958,709 in expenditures for land and related development costs in the
fiscal first quarter 2006 compared to the fiscal first quarter 2005.
    
    A increase of $972,714 in the first six months of fiscal 2006 accounts payable and other accrued liabilities.
    
    An decrease of $441,193 in other assets.
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Long-term debt
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Item 3. Controls and Procedures
 Disclosure Controls and Procedures
   Internal Control over Financial Reporting
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PART II: OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNo.31.1
    
    Certification by Jay N. Torok pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification by Daniel J. Regan pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification by Jay N. Torok pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of The
Sarbanes-Oxley Act of 200232.2
    
    Certification by Daniel J. Regan pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002
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SIGNATURES
  GREAT WESTERN LAND AND RECREATION, INC.
(Registrant)Date: May 15, 2006
    By /s/ Jay N. TorokJay N. TorokChairman of the Board GREAT WESTERN LAND AND RECREATION, INC.
(Registrant)Date: May 15, 2006
    By /s/ Daniel J. ReganDaniel J. ReganVice President and Chief Financial Officer 24