##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    
    Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2005
 o
    
    Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  to .
 Commission file number 0-18808
 Great Western Land and Recreation, Inc.
  Nevada
    
    13-3530765(State or other jurisdiction
of incorporation or organization)
    
    (IRS Employer
Identification No.)
 7373 N. Scottsdale Road, Suite C-140
Scottsdale, AZ 85253
(480) 949-6007
(Address and telephone number of
principal executive offices)
 x o
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##### Table of Contents



GREAT WESTERN LAND AND RECREATION, INC.
 CONTENTS
 PAGEPart IFinancial InformationItem 1. Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis
    
    
    16Item 3. Controls and Procedures
    
    
    20Part IIOther InformationItem 1. Legal Proceedings
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21Signatures
    
    
    22EX-31.1EX-31.2EX-32.1EX-32.2
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BUSINESS RISKS AND FORWARD-LOOKING INFORMATION
  3




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PART I FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED BALANCE SHEET
(unaudited)
 June 30,2005ASSETSCash and cash equivalents
    
    $
    340,383Notes and accounts receivable
    
    
    615,357Land held for development and sale
    
    
    12,293,252Receivable from related entities
    
    
    27,169Property and equipment, net of accumulated
depreciation of $93,921
    
    
    146,082Other
    
    
    772,525$
    14,194,768LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesNotes payable
    
    $
    5,815,686Subordinated debt
    
    
    3,558,513Payable to related entities
    
    
    915,309Accounts payable and other accrued liabilities
    
    
    434,125Total liabilities
    
    
    10,723,633Minority interest
    
    
    (72,663
    )Stockholders equityPreferred stock, $0.001 par value; 10,000,000 shares authorized;
27,069 shares issued and outstanding;
20,000 additional shares issued, held by a subsidiary and
reported as treasury shares; liquidation value  $1,998,876
    
    
    1,851,193Common stock, $0.001 par value; 45,000,000 shares
authorized; 21,265,973 shares issued and outstanding
    
    
    21,265Additional paid-in capital
    
    
    2,566,403Accumulated other comprehensive loss
    
    
    (733
    )Accumulated deficit
    
    
    (894,330
    )Total stockholders equity
    
    
    3,543,798$
    14,194,768
  4




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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended June 30,
    
    
    Nine months ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Real estate sales
    
    $
    2,480,841
    
    
    $
    628,153
    
    
    $
    4,034,709
    
    
    $
    1,437,776Cost of real estate sales
    
    
    1,983,990
    
    
    
    307,751
    
    
    
    2,818,834
    
    
    
    666,368Gross profit from real estate sales
    
    
    496,851
    
    
    
    320,402
    
    
    
    1,215,875
    
    
    
    771,408Sale of real estate investment in Laguna at Arrowhead
    
    
    25,337
    
    
    
    
    
    
    
    903,485
    
    
    
    Earnings from sales of real estate and real estate investments
    
    
    522,188
    
    
    
    320,402
    
    
    
    2,119,360
    
    
    
    771,408Selling, general and administrative expenses
    
    
    425,114
    
    
    
    410,070
    
    
    
    1,392,323
    
    
    
    1,233,135Income (loss) from operations
    
    
    97,074
    
    
    
    (89,668
    )
    
    
    727,037
    
    
    
    (461,727
    )Other income (expense)Interest expense
    
    
    (77,935
    )
    
    
    (163,882
    )
    
    
    (252,105
    )
    
    
    (375,621
    )Interest income
    
    
    7,191
    
    
    
    1,173
    
    
    
    24,500
    
    
    
    5,570Other income (expense)
    
    
    (33,276
    )
    
    
    10,900
    
    
    
    25,938
    
    
    
    5,506Total other income (expense)
    
    
    (104,020
    )
    
    
    (151,809
    )
    
    
    (201,667
    )
    
    
    (364,545
    )Income (loss) before minority interests and discontinued
operations
    
    
    (6,946
    )
    
    
    (241,477
    )
    
    
    525,370
    
    
    
    (826,272
    )Minority interests
    
    
    107,166
    
    
    
    
    
    
    
    107,166
    
    
    
    Income (loss) from continuing operations
    
    
    100,220
    
    
    
    (241,477
    )
    
    
    632,536
    
    
    
    (826,272
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (84,211
    )
    
    
    Net income (loss)
    
    
    100,220
    
    
    
    (241,477
    )
    
    
    548,325
    
    
    
    (826,272
    )Less: Preferred stock dividends applicable to the period
    
    
    (30,465
    )
    
    
    (25,036
    )
    
    
    (80,537
    )
    
    
    (48,666
    )Net income (loss) available for common stock
    
    $
    69,755
    
    
    $
    (266,513
    )
    
    $
    467,788
    
    
    $
    (874,938
    )Basic & diluted income (loss) per common & common equivalent sharesIncome (loss) from continuing operations
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.04
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.00
    )
    
    
    Net income (loss) per common & common equivalent shares
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.04
    )Weighted average common and common
equivalent shares outstandingBasic
    
    
    21,265,973
    
    
    
    20,885,399
    
    
    
    21,183,022
    
    
    
    20,874,410Diluted
    
    
    21,629,835
    
    
    
    20,885,399
    
    
    
    22,868,684
    
    
    
    20,874,410
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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE LOSS
(unaudited)
 AccumulatedOtherAdditional
    
    
    compre-Preferred Stock
    
    
    Common Stock
    
    
    paid-in
    
    
    hensive
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    loss
    
    
    deficit
    
    
    incomeBalance, September 30, 2004
    
    
    22,580
    
    
    $
    1,390,617
    
    
    
    21,008,399
    
    
    $
    21,008
    
    
    $
    2,576,898
    
    
    $
    (733
    )
    
    $
    (1,442,655
    )
    
    $
    Issuance of preferred stock in exchange
for land
    
    
    4,489
    
    
    
    411,544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of discount on
preferred stock
    
    
    
    
    
    
    49,032
    
    
    
    
    
    
    
    
    
    
    
    (49,032
    )
    
    
    
    
    
    
    
    
    
    
    Stock option exercises
    
    
    
    
    
    
    
    
    
    
    257,574
    
    
    
    257
    
    
    
    38,537
    
    
    
    
    
    
    
    
    
    
    
    Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    548,325
    
    
    
    548,325Comprehensive income for the
nine months ended
June 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    548,325Balance, June 30, 2005
    
    $
    27,069
    
    
    $
    1,851,193
    
    
    $
    21,265,973
    
    
    $
    21,265
    
    
    $
    2,566,403
    
    
    $
    (733
    )
    
    $
    (894,330
    )
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GREAT WESTERN LAND AND RECREATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine months ended June 30,2005
    
    
    2004Net cash used in operating activities
    
    $
    (1,352,455
    )
    
    $
    (2,708,547
    )Cash flows provided by (used in) investing activitiesCollection of receivable from related entities
    
    
    6,698
    
    
    
    18,458Purchases of property and equipment
    
    
    (78,176
    )
    
    
    (45,022
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    40,000Net cash provided by (used) in investing activities
    
    
    (71,478
    )
    
    
    13,436Cash flows from financing activitiesIssuance of notes payable
    
    
    2,321,274
    
    
    
    4,160,649Payments on notes payable
    
    
    (2,141,748
    )
    
    
    (1,803,523
    )Issuance of note payable to related entity
    
    
    
    
    
    
    150,000Decrease in payable to related entities
    
    
    (105,901
    )
    
    
    4,882Decrease in subordinated debt
    
    
    
    
    
    
    (378,587
    )Payment of dividends on preferred stock
    
    
    
    
    
    
    (2,050
    )Proceeds from stock options exercised
    
    
    15,001
    
    
    
    Net cash provided by financing activities
    
    
    88,625
    
    
    
    2,131,371Net decrease in cash and cash equivalents
    
    
    (1,335,307
    )
    
    
    (563,740
    )Cash and cash equivalents at beginning of period
    
    
    1,675,690
    
    
    
    1,100,844Cash and cash equivalents at end of period
    
    $
    340,383
    
    
    $
    537,104Supplemental disclosure of cash flow information:Cash paid during the period for interest, net of amount capitalized
    
    $
    69,569
    
    
    $
    64,660Noncash investing and financing activitiesAccrued interest capitalized included in debt
    
    
    87,997
    
    
    
    61,054Transfer of Wagon Bow ranch land in exchange for minority interest in
Houston Warren Ranch LLC
    
    
    
    
    
    
    15,614Preferred stock issued in exchange for land
    
    
    411,544
    
    
    
    678,581Common stock issued in exchange for 47.5% minority interest in Firebird
Financial, LLC and an option to purchase land
    
    
    
    
    
    
    15,000Subordinated debt issued in exchange for land
    
    
    150,000
    
    
    
    70,000Sale of
investment in #22 Stafford Springs in exchange for a note receivable
    
    
    289,500
    
    
    
    
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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  STOCK BASED COMPENSATION
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 Three months ended June 30,
    
    
    Nine months ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss) as reported
    
    $
    100,220
    
    
    $
    (241,477
    )
    
    $
    548,325
    
    
    $
    (826,272
    )Deduct: Total stock-based employee compensation
determined under fair value
based method (1)
    
    
    (140,897
    )
    
    
    (3,274
    )
    
    
    (159,256
    )
    
    
    (8,266
    )Pro forma net income (loss)
    
    $
    (40,677
    )
    
    $
    (244,751
    )
    
    $
    389,069
    
    
    $
    (835,538
    )Income (loss) per share:Basic and diluted  as reported
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.04
    )Basic and diluted  pro forma
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.04
    )
 8




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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 C  NET INCOME (LOSS) PER SHARE
  NOTE D  INVESTMENT IN UNCONSOLIDATED COMPANY
 Laguna Investments L.L.C.
    NOTE E  RELATED ENTITIES
  Receivable from related entities:Minority investor in Houston Warren Ranch Partners, LLC (2)
    
    $
    19,250Other
    
    
    7,919$
    27,169Payable to related entities:Minority investors in Glendale Condominiums, LLC (1)
    
    $
    742,184Minority investors in Villa Maria, LLC (3)
    
    
    173,125$
    915,309
  
 (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 9




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##### Table of Contents



purchase. Principal and interest are due quarterly from September 2008 through September 2018.
The land cost and preliminary development costs for this project total $3,033,860 at June 30,
2005 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 Brad Dill of BD Realty. During the nine months ended June 30,
2005 the Company paid BD Realty $78,631 in fees related to the development of Mallard Crossing
and Westchester Lakes, as well as rent on the Houston Office which is leased from them.(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 F  SUBORDINATED DEBT
  NOTE G  COMMITMENTS AND CONTINGENCIES
     10




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NOTE H  PREFERRED STOCK
  Series A Preferred Stock
  Year from the date of issuance:First
    
    0% per annumSecond
    
    2% per annumThird
    
    4% per annumFourth
    
    5% per annumFifth
    
    6% per annumThereafter
    
    7% per annum
  Series B Preferred Stock
  Year from the date of issuance:First
    
    2.0% per annumSecond
    
    3.0% per annumThird
    
    3.5% per annumThereafter
    
    4.0% per annum
  11




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




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Series E Preferred Stock
   Year from the date of issuance: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
   Year from the date of issuance:First
    
    $1.00 per annumSecond
    
    $2.00 per annumThird
    
    $3.00 per annumFourth
    
    $4.00 per annumThereafter
    
    $4.50 per annum
  NOTE I  STOCK OPTION PLAN
  13




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Outstanding OptionsWeightedNumber
    
    
    Averageof
    
    
    ExerciseShares
    
    
    PriceSeptember 30, 2004
    
    
    2,289,500
    
    
    $
    0.24Grants
    
    
    1,255,000
    
    
    $
    0.40Exercises
    
    
    (257,574
    )
    
    $
    0.15Cancellations
    
    
    (392,426
    )
    
    $
    0.28June 30, 2005
    
    
    2,894,500
    
    
    $
    0.31
  Outstanding Options
    
    
    Exercisable OptionsWeighted
    
    
    
    
    
    
    WeightedNumber
    
    
    Average
    
    
    Number
    
    
    AverageExercise
    
    of
    
    
    Contractual
    
    
    of
    
    
    ContractualPrices
    

Shares
    
    
    Life (in years)
    
    
    Shares
    
    
    Life (in years)$0.15
    
    
    877,000
    
    
    
    6.8
    
    
    
    877,000
    
    
    
    6.8$0.31
    
    
    750,000
    
    
    
    9.1
    
    
    
    550,000
    
    
    
    9.1$0.35
    
    
    100,000
    
    
    
    9.0
    
    
    
    
    
    
    
    $0.36
    
    
    50,000
    
    
    
    9.3
    
    
    
    
    
    
    
    $0.40
    
    
    965,000
    
    
    
    9.8
    
    
    
    815,000
    
    
    
    9.9$0.46
    
    
    20,000
    
    
    
    9.6
    
    
    
    10,000
    
    
    
    9.6$0.60
    
    
    20,000
    
    
    
    9.7
    
    
    
    20,000
    
    
    
    9.7$0.65
    
    
    50,000
    
    
    
    8.8
    
    
    
    16,666
    
    
    
    8.8$0.80
    
    
    62,500
    
    
    
    4.3
    
    
    
    62,500
    
    
    
    4.32,894,500
    
    
    
    
    
    
    
    2,351,166
 NOTE J INCOME TAXES
  NOTE K  RELATED PARTY TRANSACTIONS
  14




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NOTE L  DISCONTINUED OPERATIONS
      Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    
    
    
    $
    
    
    
    $
    218,260
    
    
    $
    Operating expenses
    
    
    
    
    
    
    
    
    
    
    (346,329
    )
    
    
    Minority interest
    
    
    
    
    
    
    
    
    
    
    72,461
    
    
    
    
    
    
    
    
    
    
    
    (55,608
    )
    
    
    Equity in operating losses of
Stafford Springs prior to
consolidation
    
    
    
    
    
    
    
    
    
    
    (28,603
    )
    
    
    Loss from discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    (84,211
    )
    
    $
    
 NOTE M  RECENT ACCOUNTING PRONOUNCEMENTS
  NOTE N  SUBSEQUENT EVENT
  15




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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, 2005 and 2004 (third quarter of fiscal 2005 and
2004, respectively)
 Real Estate Sales.
 Cost of land and lot sales.
  Sale of investment in Laguna at Arrowhead Apartments, LLC.
 Selling, general and administrative expenses.
 Interest expense.
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##### Table of Contents



Interest income.
 Other
income.
 Loss from discontinued operations.
   Minority interests.
 Comparison of the nine months ended June 30, 2005 and 2004
 Real estate sales.
 Cost of
real estate sales.
  Sale of investment in Laguna at Arrowhead Apartments, LLC.
 Selling, general and administrative expenses.
 17




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##### Table of Contents



Interest expense.
 Interest income.
 Other income.
 Loss from discontinued operations.
   Minority interests.
 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 2005; and
    
    our commitments and contractual obligations.
  Sources and uses of cash
  
    
    factors that affect our results of operations and cash flows, including reduced or
increased demand for land resulting from an economic slowdown or turnaround, competitive
pricing pressures; 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.
 18




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##### Table of Contents



Analysis of cash flows.
 Cash flow activity for the nine months ended June 30, 2005.
  
    
    Land held for development and sale increased only $1,750,694 in the first nine months of
fiscal 2005 compared to an increase of $2,593,956 in the first nine months of fiscal 2004.
The lesser amount in land held for development and sale of $843,262 in fiscal 2005 over 2004 is
primarily due to the acquisition of the residential lot development called Westchester
Lakes in fiscal 2004, and timing differences with the capitalization of construction costs
for the Glendale Springs Condominiums and Woodland Court projects. Construction costs for
the Glendale Springs and Woodland Court projects are being funded primarily through bank
loans.
    
    Net earnings in the first nine months of fiscal 2005 of $488,145 compared to net losses
of $826,272 in the first nine months of fiscal 2004. The increase in earnings of
$1,314,417 was primarily a result of the sale of the Laguna at Arrowhead Ranch Apartments
on February 14, 2005, and more than double the sales revenue from the Wagon Bow Ranch lots
between the respective nine-month periods.
    
    For the first nine months of fiscal 2005, sales of the Glendale Springs Condominiums
units exceeded $1,100,000 and construction and development costs exceeded $1,400,000,
compared with no sales or development and construction costs in the comparable period in
fiscal 2004.
    
    Sales for Willow Springs Ranch in the first nine months of fiscal 2005 totaled
approximately $160,000, compared to almost $380,000 for the first nine months in fiscal
2004.
    
    Costs of sales for Willow Springs Ranch in the first nine months of fiscal 2005 were
approximately $90,000, compared to almost $260,000 for the comparable period in fiscal
2004.
    Contractual obligations
 19




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.
    
 Item 3. Controls and Procedures
   20




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##### Table of Contents



PART II: OTHER INFORMATION
 
 OTHER INFORMATION 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales in 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
 (a)
    
    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 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 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 Jay N. Torok pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley
Act of 2002
 21




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##### Table of Contents



SIGNATURES
  GREAT WESTERN LAND AND RECREATION, INC.
(Registrant)Date: August 22, 2005
    
    By /s/ Jay N. TorokJay N. TorokChief Executive Officer and Principal Financial Officer
(see explanatory note)
  22