EXHIBIT 99.1
RISK FACTORS
**There is a limited Market for Our Common Stock and There can be no Assurance That a broader MarketWill Develop in the Future**
     Our common stock is traded on the over-the-counter bulletin board. This makes it moredifficult for our stockholders to buy or sell their common stock, or to determine the value oftheir stock.
**Our Business is Subject to the Risks Inherent in the Real Estate Market and General EconomicConditions and We Will be Required to Make Significant Capital Expenditures to Develop our ExistingLand Inventory**
     Real estate markets are cyclical in nature and highly sensitive to changes in national andregional economic conditions, including, among other factors, levels of employment anddiscretionary disposable income, consumer confidence, available financing and interest rates. Adownturn in the economy in general or in the market for residential land or recreational propertycould have a material adverse effect on our business, operating results and financial condition.In addition, concentration in a given region may increase our susceptibility to a downturn in suchregion. We have in recent years been dedicating greater resources to more capital-intensiveresidential and recreational land projects and the level of our inventory has increased materially,thereby exposing us to greater risk due to possible declines in real estate values.
     We will be required to make material capital expenditures to develop our existing inventory ascurrently planned. There are substantial risks associated with a large investment in residentialand recreational land inventory at any given time. These include the risks that:
 §  Residential and recreational land inventories will decline in value due to changing market and economic conditions;  §  Development and carrying costs may exceed those anticipated;  §  There may be delays in bringing inventories to market due to, among other things,changes in regulations, adverse weather conditions or changes in the availability ofdevelopment financing on terms acceptable to us; and  §  Banks and other lenders will cease financing residential and recreational land sold byGreat Western with respect to which we do not provide financing.
     During the last five years, we have not experienced any significant deterioration of themarkets where we operate. Furthermore, the we have experienced steady increases in prices for ourproducts over the last five years. However, we may not be able to continue sales at our currentlevels, our gross margins may decline or our past performance may not compare to our futureperformance. See “Management’s Discussion and Analysis of Results of Operations and FinancialCondition ” and “Business.”
     **We May be Unable to Service Our Debt or to Incur Additional Debt to Finance Our Operations**
     We have significant interest expense and principal repayment obligations. Moreover, we arerequired to seek external sources of liquidity to support our operations, finance the acquisitionand development of residential and recreational land inventory, finance a substantial percentage ofour sales and satisfy our debt and other obligations. We anticipate that we will continue torequire external sources of liquidity to support our operations in the future. Our ability toservice or to refinance our indebtedness or to obtain additional financing depends on our futureperformance, which is subject to a number of factors, including our business, results ofoperations, leverage, financial condition and business prospects, the performance of ourreceivables, prevailing interest rates, general economic conditions and perceptions about theresidential and recreational land industries. In the future, we will be required to negotiate newcredit facilities for the acquisition and development and the financing and sale of our mortgageloans of residential land properties. No assurances can be given that such credit facilities willbe entered into or that we will be able to obtain sufficient external sources of liquidity onattractive terms, or at all. Our existing credit facilities and future facilities, if consummated,do or may include, among other things, various representations and warranties, conditions tofunding, eligibility requirements for collateral, affirmative, negative and financial covenants andevents of default. See “Management’s Discussion and Analysis of Results of Operations andFinancial Condition - Liquidity and Capital Resources,” and “Business – Debt”.
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     Our level of debt and debt service requirements will have several important effects on ourfuture operations, including the following:
 §  We will have significant cash requirements to service debt, reducing funds available foroperations and future business opportunities and increasing our vulnerability to adverseeconomic and industry conditions;  §  Our leveraged position will increase our vulnerability to competitive pressures; and  §  Funds available for working capital, capital expenditures, acquisitions and general corporate purposes may be limited.
     Our debt service was $0.6 million and $0.9 million for the year ended September 30, 2004 andthe nine months ended September 30, 2003, respectively.
     **We are Dependent Upon Future Acquisitions of Land Inventory That May be Difficult to Make orMay be More Costly Than Anticipated**
     Our strategy with respect to the growth of our business depends in large part on our continuedability to successfully acquire and develop new residential and recreational property. We activelyseek land acquisition opportunities in the regular course of our business and we are engaged inongoing evaluations of and discussions regarding potential land acquisitions. Such landacquisitions involve numerous short-term and long-term risks, including diversion of management’sattention and adverse consequences to cash flow until the acquired property is integrated anddeveloped. In addition, we may be required to comply with laws and regulations of jurisdictionsthat differ from those in which we currently operate and may face competitors with greaterknowledge of such local markets. Our land acquisition program could be adversely affected if we areunable to identify and consummate suitable acquisitions, are unable to integrate acquisitionssuccessfully into our operations or doe not generate sufficient cash for future acquisitions fromexisting operations or through additional debt or equity financings.
     Because most of our acquisitions are of land assets only, the risk associated with our assetsis limited primarily to the risks associated with the land. Such risks include undisclosedliabilities, potential claims against the seller for which indemnification will not be available(by virtue of caps or otherwise), uncertainty as to future financial results, the failure of theseller of a property or project to comply with applicable law in connection with such property orproject or otherwise (including the risks of monetary liabilities and governmental liens andforfeiture), integrating distinct business operations and projects, the increased demandsacquisitions place on management resources and other similar factors. If one or more of these risksmaterialize our land acquisitions may not be profitable.
     **We May be Unable to Conduct Our Development Activities on Terms Acceptable to us and May beRequired to Abandon Certain of Our Development Activities**
     Our growth strategy involves certain inherent risks including the following:
 §  We may be required to make material capital expenditures to develop our residential andrecreational land property inventory;  §  Planned development may be delayed or abandoned and development and carrying costs mayexceed those anticipated, possibly making the project uneconomical or unprofitable;  §  We may experience a fluctuation in quarterly results due to an increase or decrease inthe number of residential or recreational land projects subject to percentage of completionaccounting that requires net profit on such projects to be recognized on a pro rata basisas development is completed;  §  The period between acquisition and sale of property may increase and we may experiencedelays in bringing inventories to market, resulting in decreased revenue and increasedinterest expense and carrying charges; and  §  Inventories may decline in value due to changing market and economic conditions.
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     In addition, our construction activities typically are performed by third-party contractors,and, accordingly, the timing, quality and completion of such activities cannot be controlled by us.Nevertheless, construction claims may be asserted against us for construction defects and suchclaims may give rise to liabilities. New development activities, regardless of whether or not theyare ultimately successful, typically require a substantial portion of management’s time andattention. Development activities are also subject to risks relating to:
 §  The inability to obtain, or delays in obtaining, all necessary zoning, land-use,building, occupancy and other required governmental permits and authorizations;  §  Our ability to coordinate construction activities with the process of obtaining suchpermits and authorizations; and  §  Our ability to obtain the financing necessary to complete the necessary acquisition,construction, and/or conversion work at our projects. In addition, certain state and locallaws may impose liability on property developers with respect to construction defectsdiscovered, or repairs made, by future owners of such property.
     **We Bear the Risks Associated with Increases in Interest Rates, Delinquencies and Defaults onthe Repayment of Loans by Buyers and Earlier Than Anticipated Prepayment of Loans**
We offer financing of up to 90% of the purchase price to all purchasers of our ranch landproperties who qualify for such financing. These loans are collateralized by liens on theunderlying property. These loans generally are sold to third parties for 85% to 100% of theprincipal balance of eligible loans. We are required to replace loans that become delinquent or torepay all or a portion of the amounts received for such loans. Approximately $1.5 million of theloans that have been sold are outstanding. During the year ended September 30, 2004, we receivedtwo loan chargebacks totaling $53,214. As of September 30, 2004, none of the ranch land receivablesthat were held by us or by third parties under sales transactions where we had a recourse liabilitywere more than 30 days past due. Our receivables generally bear interest at a fixed rate and ourborrowings bear interest at a variable rate. Therefore, we bear the risk of increases in interestrates.
     General economic conditions have an impact on the ability of borrowers to repay loans. If thereal estate market should experience an overall decline in values such that the outstandingbalances of these loans are greater than the value of the mortgaged properties, the actual rates ofdelinquencies, foreclosures and losses could be materially higher. An increase in delinquencyrates or defaults on our receivables could have a material adverse effect on our business,operating results and financial condition. We may incur substantial costs and delays in connectionwith our servicing of receivables, including costs in foreclosing or realizing on our collateraland additional marketing and sales costs with respect to reacquired property. No assurances can begiven that reacquired property will be sold at a profit.
     All of our residential lot sales are to corporate customers. Generally, these builderspurchase lots under contracts that require the purchase of a specified minimum number of lots perquarter. The builders often rely upon their lines of credit to purchase the lots. A marketcontraction or credit contraction could cause the builders to be unable to honor their purchasecommitments.
     **We are Highly Dependent on our Key Personnel, Including our Chief Executive Officer and ourBusiness Prospects May Suffer if we Lose One or More of Such Persons**
     Our success depends to a significant extent upon the experience and abilities of our seniormanagement, including the experience and abilities of our Chief Executive Officer, Jay N. Torok.The loss of the services of Mr. Torok or the loss of one or more other members of senior managementcould have a material adverse effect on us and our business prospects. We have entered into anemployment agreement with Mr. Torok. Our continued success is also dependent upon our ability tohire, train and retain qualified marketing, sales, development, acquisition, finance, managementand administrative personnel. Such personnel are in substantial demand and the cost of attractingor retaining such key personnel could escalate over time. There can be no assurance that we willbe successful in attracting or retaining such personnel.
     **Our Earnings are Subject to Variable Quarterly Results**
     Our earnings may be impacted by, among other things, the timing of the completion of theacquisition and development of our residential and recreational land projects, a shortage ofready-for-sale inventory in our key market areas, inventory write-downs, levels of loan losses, andthe potential impact of adverse weather and other natural disasters at our properties. Inaddition, we are subject to
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any negative effect from adverse fluctuations in the market generally, the credit markets orlocal employment conditions that negatively impact our earnings.
     **The Cost of Compliance With or Violation of, Government Regulations, Including EnvironmentalRegulations, Could be Significant**
     Many of our projects are subject to extensive and complex federal, state and local regulation,and we are required to comply with various federal, state and local environmental, zoning, landuse, consumer protection, anti-fraud, labor, usury, truth-in-lending, equal opportunity, landsales, licensing and other laws and regulations which govern our operations. Existing or futureregulations may have a material adverse impact on our operations by, among other things, imposingadditional compliance costs, delaying the period in which projects are brought to market andlimiting the interest rate which we may charge to customers who utilize our financing. We believethat we are in material compliance with all applicable laws and regulations to which we arecurrently subject. However, laws and regulations applicable to us in any specific jurisdiction maybe revised or other laws or regulations (including without limitation with respect to tax matters)may be adopted which could increase our cost of compliance or prevent us from marketing or sellingour residential and recreational land properties or conducting other operations in suchjurisdictions or otherwise have a material adverse impact on our operations. The costs of futurecompliance may be significant. Any failure on our part to comply with applicable laws orregulations or any increase in the costs of compliance could have a material adverse effect on ourbusiness, operating results and financial condition.
     **We Operate in a Highly Competitive Business and May Not be Able to Compete as Effectively asSome of Our Competitors**
     We believe we can effectively compete in our market areas. Our future ability to locate,develop and sell attractive properties in the markets in which we wish to operate or that theentrance of high profile and well-established operators into our market areas may have a materialadverse effect on our operations. With respect to our real estate development operations, wecompete with builders and developers, and with respect to our finance operations, we compete withbanks, mortgage companies, other financial institutions and government agencies offering financingof real estate, which in each case may be more firmly established, have greater economic resources,more depth of management and operate in wider geographic markets.
     **Natural Disasters and Uninsured Loss May Impair Our Ability to Sell Our Properties**
     Certain of our residential and recreational land projects are located in areas that aresusceptible to flooding, fire and violent rainstorms. Our properties could suffer damage as aresult of wind, storms, floods and other natural disasters. Any such damage could impair ourability to sell our residential or recreational lots and to collect on outstanding notes receivableand adversely affect our business, operating results and financial condition.
     There are certain types of losses that are not generally insured because they are eitheruninsurable or not economically feasible to insure and for which we do not have insurance coverage.Should an uninsured loss or a loss in excess of insured limits occur, we could lose a significantpercentage of our investment in any improvements at a particular project site, particularly at ourresidential development projects.
     **Possible Environmental Liabilities May Impair the Value or Salability of Our Properties**
     Under various federal, state and local laws, ordinances and regulations, a current or previousowner, manager or operator of real property may be liable for the costs of removal or remediationof certain hazardous or toxic substances located on or in, or emanating from, such property, aswell as related costs of investigation and property damage. Such laws often impose liabilitywithout regard to whether the owner, manager or operator knew of, or was responsible for, thepresence of such hazardous or toxic substances. Under the Federal Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980, as amended, a lender may be liable either to thegovernment or to private parties for cleanup costs on property securing a loan, even if the lenderdoes not cause or contribute to the contamination. Certain states impose a statutory lien forassociated costs on property that is the subject of a cleanup action by the state on account ofhazardous wastes or hazardous substances released or disposed of on the property. Such a lien willgenerally have priority over all subsequent liens on the property and, in certain of these states,will have priority over prior recorded liens including the lien of a mortgage or deed of trust. Inaddition, under federal environmental legislation and possibly under state law in a number ofstates, a secured party which takes a deed in lieu of foreclosure or acquires a mortgaged propertyat a foreclosure sale or otherwise is deemed an “owner” or “operator” of the property and may beliable for the full costs of cleaning up a contaminated site. Such costs could be substantial andare not limited to the value of property. We believe that we are in compliance in all materialrespects with all federal, state and local laws, ordinances and regulations regarding hazardous ortoxic substances.
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