##### 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 June 30, 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
 þ 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
    
    14Item 3. Controls and Procedures
    
    19Part II
Other InformationItem 1. Legal Proceedings
    
    20Item 2. Unregistered Sales of Equity, Securities and Use of Proceeds
    
    20Item 3. Defaults Upon Senior Securities
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    20Item 5. Other Information
    
    20Item 6. Exhibits
    
    20Signatures
    
    21EX-31.1EX-31.2EX-32.1EX-32.2
  2




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BUSINESS RISKS AND FORWARD-LOOKING INFORMATION
  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
 June 30, 2006(unaudited)ASSETSCash and cash equivalents
    
    $
    825,197Notes and accounts receivable
    
    
    1,788,784Land held for development and sale
    
    
    31,083,776Receivable from related entities
    
    
    34,726Property and equipment (net of accumulated depreciation of $168,362)
    
    
    641,008Other
    
    
    673,210$
    35,046,701LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesNotes payable
    
    $
    25,424,462Subordinated debt
    
    
    3,815,997Payable to related entities
    
    
    926,096Accounts payable and other accrued liabilities
    
    
    1,816,291Total liabilities
    
    
    31,982,846Minority interest
    
    
    226,915Stockholders equityPreferred stock, $0.001 par value; 10,000,000 shares authorized; 31,319 shares issued and
outstanding; liquidation value  $2,419,200
    
    
    2,263,322Common stock, $0.001 par value; 45,000,000 shares authorized; 21,662,888 shares issued and outstanding
    
    
    21,663Additional paid-in capital
    
    
    2,551,406Accumulated other comprehensive loss
    
    
    (733
    )Accumulated deficit
    
    
    (1,998,718
    )Total stockholders equity
    
    
    2,836,940$
    35,046,701
  4




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##### Table of Contents



GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended June 30,
    
    
    Nine months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Real estate and real estate investment sales
    
    $
    827,610
    
    
    $
    2,506,178
    
    
    $
    2,672,417
    
    
    $
    4,938,194Cost of real estate sales
    
    
    658,738
    
    
    
    1,983,990
    
    
    
    1,599,387
    
    
    
    2,818,834Earnings from sales of real estate and real estate investments
    
    
    168,872
    
    
    
    522,188
    
    
    
    1,073,030
    
    
    
    2,119,360Selling, general and administrative expenses
    
    
    904,057
    
    
    
    425,114
    
    
    
    2,190,174
    
    
    
    1,392,323Loss on impairment of long-lived assets
    
    
    260,605
    
    
    
    
    
    
    
    675,171
    
    
    
    Earnings (losses) from operations
    
    
    (995,790
    )
    
    
    97,074
    
    
    
    (1,792,315
    )
    
    
    727,037Other income (expense)Interest expense
    
    
    (65,051
    )
    
    
    (77,935
    )
    
    
    (307,149
    )
    
    
    (252,105
    )Interest income
    
    
    27,480
    
    
    
    7,191
    
    
    
    119,461
    
    
    
    24,500Other income (expense)
    
    
    (1,673
    )
    
    
    (33,276
    )
    
    
    450,229
    
    
    
    25,938Total other income (expense)
    
    
    (39,244
    )
    
    
    (104,020
    )
    
    
    262,541
    
    
    
    (201,667
    )Income (loss) before minority interests and discontinued operations
    
    
    
    
    
    
    (6,946
    )
    
    
    
    
    
    
    525,370Minority interests
    
    
    
    
    
    
    107,166
    
    
    
    
    
    
    
    107,166Income (loss) from continuing operations
    
    
    (1,035,034
    )
    
    
    100,220
    
    
    
    (1,529,774
    )
    
    
    632,536Loss from discontinued operation
    
    
    (116,940
    )
    
    
    
    
    
    
    (116,940
    )
    
    
    (84,211
    )Net income (loss)
    
    
    (1,151,974
    )
    
    
    100,220
    
    
    
    (1,646,714
    )
    
    
    548,325Less: preferred stock dividends applicable to the period
    
    
    (15,332
    )
    
    
    (30,465
    )
    
    
    (76,328
    )
    
    
    (80,537
    )Net income (loss) available for common stock
    
    $
    (1,167,306
    )
    
    $
    69,755
    
    
    $
    (1,723,042
    )
    
    $
    467,788Net income (loss) per common and common equivalent share:Basic:Continuing operations
    
    $
    (0.05
    )
    
    $
    0.00
    
    
    $
    (0.08
    )
    
    $
    0.02Discontinued operation
    
    
    (0.01
    )
    
    
    
    
    
    
    (0.01
    )
    
    
    Total
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.09
    )
    
    $
    0.02Diluted:Continuing operations
    
    $
    
    
    
    $
    0.00
    
    
    $
    
    
    
    $
    0.02Discontinued operation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    0.00
    
    
    $
    
    
    
    $
    0.02Weighted average common and common equivalent shares outstanding:Basic
    
    
    21,652,119
    
    
    
    21,265,973
    
    
    
    21,466,270
    
    
    
    21,183,022Diluted
    
    
    21,652,119
    
    
    
    21,629,835
    
    
    
    21,466,270
    
    
    
    22,868,684
  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
    
    
    
    
    
    
    63,018
    
    
    
    
    
    
    
    
    
    
    
    (63,018
    )
    
    
    
    
    
    
    
    
    
    
    Preferred Stock Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,328
    )
    
    
    Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    347,000
    
    
    
    347
    
    
    
    55,704
    
    
    
    
    
    
    
    
    
    
    
    Rounding of fractional shares on reissuance
    
    
    
    
    
    
    
    
    
    
    (85
    )
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,646,714
    )
    
    
    (1,646,714
    )Comprehensive loss for the nine months
ended June 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1,646,714
    )Balance, June 30, 2006
    
    
    31,319
    
    
    $
    2,263,322
    
    
    
    21,662,888
    
    
    $
    21,663
    
    
    $
    2,551,406
    
    
    $
    (733
    )
    
    $
    (1,998,718
    )
  6




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##### Table of Contents





GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)


Nine months ended June 30,2006
    
    
    2005Cash flows provided by (used in) operating activitiesNet earnings (loss)
    
    $
    (1,646,714
    )
    
    $
    548,325Adjustments to reconcile net earnings (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    101,010
    
    
    
    52,908Note receivable received as legal settlement
    
    
    (500,000
    )
    
    
    Discount on note receivable
    
    
    20,000
    
    
    
    Loss from discontinued operations
    
    
    
    
    
    
    84,211Other non-cash expenses
    
    
    
    
    
    
    23,793Allowance for doubtful accounts
    
    
    174,500
    
    
    
    Interest included in debt
    
    
    803,831
    
    
    
    170,549Collection of notes receivable relating to prior years sales
    
    
    607,525
    
    
    
    53,354Foreclosure of notes receivable relating to prior years sales
    
    
    204,851
    
    
    
    Uncollected notes receivable from current year sales
    
    
    (291,526
    )
    
    
    (39,801
    )Uncollected notes from related parties from current year sales
    
    
    (476,000
    )
    
    
    Loss on impairment of long-lived assets
    
    
    675,171
    
    
    
    Minority interests in consolidated subsidiaries
    
    
    192,000
    
    
    
    (107,166
    )Changes in operating assets and liabilities:(Increase) Decrease Land held for development and sale
    
    
    (16,990,100
    )
    
    
    (1,101,154
    )(Increase) Decrease Notes receivable
    
    
    
    
    
    
    (28,067
    )(Increase) Decrease Other assets
    
    
    457,870
    
    
    
    (466,663
    )Increase (decrease) Accounts payable and other accrued liabilities
    
    
    961,486
    
    
    
    (542,744
    )Net cash used in operating activities
    
    
    (15,706,096
    )
    
    
    (1,352,455
    )Cash flows provided by (used in) investing activitiesPurchase of note receivable in foreclosure
    
    
    (179,915
    )
    
    
    Collection of (increase in) receivable from related entities
    
    
    (1,721
    )
    
    
    6,698Purchases of property and equipment
    
    
    (506,873
    )
    
    
    (78,176
    )Net cash provided by (used) in investing activities
    
    
    (688,509
    )
    
    
    (71,478
    )Cash flows from financing activitiesIssuance of notes payable
    
    
    12,945,977
    
    
    
    2,321,274Payments on notes payable
    
    
    (1,341,031
    )
    
    
    (2,141,748
    )Issuance (payments) of notes payable to related entities
    
    
    (25,714
    )
    
    
    (105,901
    )Proceeds from stock options exercised
    
    
    56,052
    
    
    
    15,000Preferred Stock dividends paid
    
    
    (30,664
    )
    
    
    Issuance of subordinated debt
    
    
    150,000
    
    
    
    Payments on subordinated debt
    
    
    (13,500
    )
    
    
    Net cash provided by financing activities
    
    
    11,741,120
    
    
    
    88,625Net decrease in cash and cash equivalents
    
    
    (4,653,485
    )
    
    
    (1,335,307
    )Cash and cash equivalents at beginning of period
    
    
    5,478,682
    
    
    
    1,675,690Cash and cash equivalents at end of period
    
    $
    825,197
    
    
    $
    340,383Supplemental disclosure of cash flow information:Cash paid during the period for interest, net of amount capitalized
    
    $
    307,149
    
    
    $
    69,569Noncash investing and financing activitiesAccrued interest capitalized included in debt
    
    
    588,982
    
    
    
    87,997Preferred stock issued in exchange for land
    
    
    
    
    
    
    411,544Subordinated debt issued in exchange for land
    
    
    150,000
    
    
    
    150,000Sale of investment in # 22 Stafford Springs in exchange for a note receivable
    
    
    
    
    
    
    289,500Dividends accrued in excess of dividends paid
    
    
    45,664
    
    
    
    




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)
    
    $
    20,750Other
    
    
    13,976$
    34,726Payable to related entities:Minority investors in Glendale Condominiums, LLC (1)
    
    $
    763,946Minority investors in Villa Maria, LLC (3)
    
    
    156,712Other
    
    
    5,437$
    926,096
  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 $5,378,723 at June 30, 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 ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss) as reported
    
    $
    (891,369
    )
    
    $
    100,220
    
    
    $
    (1,386,109
    )
    
    $
    548,325Total stock-based employee
compensation adjustment
determined under fair value based
method (1)
    
    
    (52,479
    )
    
    
    (140,897
    )
    
    
    (73,283
    )
    
    
    (159,256
    )Pro forma net loss
    
    $
    (943,848
    )
    
    $
    (40,677
    )
    
    $
    (1,459,392
    )
    
    $
    389,069Loss per share:Basic and diluted  as reported
    
    $
    (0.04
    )
    
    $
    0.00
    
    
    $
    (0.07
    )
    
    $
    0.02Basic and diluted  pro forma
    
    $
    (0.04
    )
    
    $
    (0.00
    )
    
    $
    (0.07
    )
    
    $
    0.02
 
 (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. 9




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##### Table of Contents



NOTE G
 NET INCOME (LOSS) PER SHARE
  NOTE H  SUBORDINATED DEBT
  NOTE I  COMMITMENTS AND CONTINGENCIES
     NOTE J  PREFERRED STOCK
  10




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##### Table of Contents



Balance of PreferredNumber of
    
    
    Stated
    
    
    
    
    
    
    
    
    
    
    Total Net of
    
    
    Amortized Discount
    
    
    Stock on June 30,Series
    
    Shares
    
    
    Value
    
    
    Total
    
    
    Discount
    
    
    Discount
    
    
    as of June 30, 2006
    
    
    2006Series A
    
    
    14,380
    
    
    $
    50
    
    
    $
    719,000
    
    
    $
    (114,071
    )
    
    $
    604,929
    
    
    $
    109,951
    
    
    $
    714,880Series C
    
    
    8,200
    
    
    
    100
    
    
    
    820,000
    
    
    
    (141,419
    )
    
    
    678,581
    
    
    
    88,239
    
    
    
    766,820Series D
    
    
    2,454
    
    
    
    100
    
    
    
    245,400
    
    
    
    (17,841
    )
    
    
    227,559
    
    
    
    8,141
    
    
    
    235,700Series E
    
    
    2,035
    
    
    
    100
    
    
    
    203,500
    
    
    
    (19,515
    )
    
    
    183,985
    
    
    
    7,931
    
    
    
    191,916Series F
    
    
    4,250
    
    
    
    100
    
    
    
    425,000
    
    
    
    (91,022
    )
    
    
    333,978
    
    
    
    20,028
    
    
    
    354,006Total
    
    
    
    
    
    
    
    
    
    $
    2,412,900
    
    
    $
    (238,410
    )
    
    $
    2,029,032
    
    
    $
    234,290
    
    
    $
    2,263,322
  Series
    
    Number of Shares
    
    
    Dividend Payable
    
    
    Dividend per ShareSeries A
    
    
    14,380
    
    
    $
    17,975
    
    
    $
    1.25Series C
    
    
    8,200
    
    
    
    8,200
    
    
    
    1.00Series D
    
    
    2,454
    
    
    
    2,454
    
    
    
    1.00Series E
    
    
    2,035
    
    
    
    2,035
    
    
    
    1.00Series F
    
    
    4,250
    
    
    
    
    
    
    
    Total
    
    
    31,319
    
    
    $
    30,664
 NOTE K  STOCK OPTION PLAN
  Outstanding OptionsWeightedNumber
    
    
    Averageof
    
    
    ExerciseShares
    
    
    PriceSeptember 30, 2005
    
    
    3,474,500
    
    
    $
    0.32Grants
    
    
    705,000
    
    
    $
    0.38Exercises
    
    
    (347,000
    )
    
    $
    0.16Cancellations
    
    
    (657,500
    )
    
    $
    0.45June 30, 2006
    
    
    3,175,000
    
    
    $
    0.19
  Outstanding Options
    
    Exercisable OptionsWeighted
    
    
    
    
    
    WeightedNumber
    
    
    Average
    
    Number
    
    
    AverageExercise
    
    of
    
    
    Contractual
    
    of
    
    
    ContractualPrices
    
    Shares
    
    
    Life (in years)
    
    Shares
    
    
    Life (in years)$  0.15
    
    
    500,000
    
    
    5.8
    
    
    500,000
    
    
    5.8$  0.31
    
    
    750,000
    
    
    8.1
    
    
    550,000
    
    
    8.1$  0.35
    
    
    1,060,000
    
    
    9.2
    
    
    685,000
    
    
    9.2$  0.36
    
    
    50,000
    
    
    8.3
    
    
    50,000
    
    
    8.4$  0.40
    
    
    690,000
    
    
    8.9
    
    
    740,000
    
    
    8.9$  0.46
    
    
    20,000
    
    
    8.6
    
    
    10,000
    
    
    8.6$  0.50
    
    
    105,000
    
    
    9.8
    
    
    105,000
    
    
    9.83,175,000
    
    
    
    
    
    2,640,000
 11




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NOTE L
 LOSS ON IMPAIRMENT OF LONG-LIVED ASSETS
  NOTE M
 DISCONTINUED OPERATIONS
    Three months ended June 30,
    
    
    Nine months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    218,260Operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (346,329
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,461Bad Debt Expense
    
    
    (116,940
    )
    
    
    
    
    
    
    (116,940
    )
    
    
    (116,940
    )
    
    
    
    
    
    
    (116,940
    )
    
    
    (55,608
    )Equity in operating losses of
Stafford Springs prior to
consolidation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,603
    )Loss from discontinued operations
    
    $
    (116,940
    )
    
    $
    
    
    
    $
    (116,940
    )
    
    $
    (84,211
    )
 NOTE N INCOME TAXES
  NOTE O
 RELATED PARTY TRANSACTIONS
   Three months ended June 30,
    
    
    Nine months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Fees and rent
    
    $
    22,641
    
    
    $
    55,589
    
    
    $
    98,687
    
    
    $
    78,631
 12




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##### Table of Contents



NOTE P
 RECENT ACCOUNTING PRONOUNCEMENTS
 Accounting for Uncertainty in
Income Taxesan interpretation of FASB Statement No. 109
 13




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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 June 30, 2006 and 2005 (third 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
 14




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##### Table of Contents



Interest expense
 Interest income.
 Other income (expense).
 Minority interests.
 Loss from discontinued operations.
 Comparison of the nine months ended June 30, 2006 and 2005
 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
 15




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##### Table of Contents



Interest expense.
 Interest income.
 Other income(expense).
 Minority interests.
 Loss from discontinued operations.
 Liquidity and Capital Resources
  
    
    sources and uses of cash, and significant factors that influence both;
    
    our analysis of our cash flows for the first nine 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 customers access to financing that could impair their ability to
obtain needed financing on acceptable terms to purchase land and housing; and
 16




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##### Table of Contents




    
    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 nine months ended June 30, 2006.
  
    
    An increase of $15,059,814 in expenditures for land and related development costs in the
nine months ended June 30 2006 compared with the nine months ended June 30, 2005
    
    An increase of $1,549,894 in the first nine months of fiscal 2006 accounts payable and other accrued liabilities.
    
    An increase in notes receivable of $727,725 from the sale of ranch properties.
    
    A decrease of $924,533 in other assets
    Long-term debt
 17




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##### Table of Contents



18




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##### Table of Contents



Item 3. Controls and Procedures
 Disclosure Controls and Procedures
   Internal Control over Financial Reporting
  19




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##### Table of Contents



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
 20




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##### Table of Contents



SIGNATURES
  GREAT WESTERN LAND AND RECREATION, INC.
(Registrant)Date: August 14, 2006
    By /s/ Jay N. TorokJay N. TorokChairman of the BoardGREAT WESTERN LAND AND RECREATION, INC.
(Registrant)Date: August 14, 2006
    By /s/ Daniel J. ReganDaniel J. ReganVice President and Chief Financial Officer 21




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##### Table of Contents



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